Exhibit 10.3


          WAIVER AND AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT



     WAIVER  AND  AMENDMENT  NO. 2 TO  CREDIT  AND  GUARANTEE  AGREEMENT  ("this
Amendment"),  dated as of March 28,  2002,  among  REMINGTON  PRODUCTS  COMPANY,
L.L.C., a Delaware limited liability company (the "Company")  REMINGTON CONSUMER
PRODUCTS  LIMITED,  a company  incorporated  under the laws of England  (the "UK
Borrower"),  REMINGTON PRODUCTS GMBH, a company organized and existing under the
laws of Germany (the "German  Borrower"),  REMINGTON CONSUMER PRODUCTS (IRELAND)
LIMITED, a company incorporated under the laws of Ireland (the "Irish Borrower")
and REMINGTON  PRODUCTS (CANADA) INC., a company  incorporated under the laws of
Canada (the "Canadian Borrower"; together with the Company, the UK Borrower, the
German  Borrower  and  the  Irish  Borrower,   the  "Borrowers"),   the  lending
institutions party hereto and Fleet Capital Corporation, as administrative agent
(the "Agent").

     WHEREAS, the Borrowers,  certain lenders,  Fleet Securities,  Inc., as sole
advisor,  lead arranger and book manager,  Congress  Financial  Corporation (New
England),  as syndication  agent and coarranger,  and the Agent,  entered into a
certain Credit and Guarantee Agreement,  dated as of August 21, 2001, as amended
as of September 30, 2001 (such agreement being referred to herein as the "Credit
Agreement"),  pursuant to which one or more of such lenders have agreed, subject
to certain terms and  conditions,  to make revolving  advances to one or more of
the Borrowers and to issue or to cause the issuance of letters of credit for the
account of one or more of the Borrowers;

     WHEREAS,  the  Borrowers  have  requested  that the Required  Lenders waive
certain provisions of the Credit Agreement and agree to amend certain provisions
of the  Credit  Agreement  and the  Required  Lenders,  subject to the terms and
conditions set forth herein, are willing to grant such request;

     NOW, THEREFORE,  the Company, on behalf of the Borrowers,  and the Required
Lenders hereby agree as follows:

   SECTION 1. CAPITALIZED TERMS. Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Credit Agreement.

                   SECTION 2. WAIVERS TO THE CREDIT AGREEMENT.

     2.1 The  Required  Lenders  hereby  waive  compliance  with  Section  10.13
(Interest  Expense  Coverage  Ratio)  solely for the twelve  fiscal month period
ending 12/31/01.

<PAGE>



     2.2 The  Required  Lenders  hereby  waive  compliance  with  Section  10.14
(Leverage Ratio) solely for the four fiscal quarter period ending 12/31/01.

                 SECTION 3. AMENDMENTS TO THE CREDIT AGREEMENT.

     3.1 Section 1  (Definitions)  of the Credit  Agreement is hereby amended by
adding the  following  new  definitions  to such  Section  in their  appropriate
alphabetical order:

     " "Tangible Net Worth": with respect to the Company and its Subsidiaries on
a consolidated  basis as of any date,  (i) the sum of capital stock,  capital in
excess of par or stated value of shares of its capital stock,  retained earnings
and any other account which, in accordance with GAAP  constitutes  stockholders'
equity, less (ii) treasury stock and any minority interest in subsidiaries, less
(iii) the amount of any write-up  subsequent to the Closing Date in the value of
any asset above the cost or depreciated  cost thereof and less (iv) all deferred
financing  fees  and  all  intangible  assets,  including,  without  limitation,
goodwill, which would be classified as such in accordance with GAAP.

     "Total  Liabilities":  at any date, the aggregate amount of all liabilities
of the Company and its  Subsidiaries on a consolidated  basis (including tax and
other proper  accruals)  which would be classified as  liabilities at such date,
computed and calculated in accordance with GAAP,

     "Total  Liabilities to Tangible Net Worth Ratio": as of any date, the ratio
of (a) Total Liabilities as of such date minus Senior Subordinated  Indebtedness
to  (b)   Tangible   Net  Worth  as  of  such  date  plus  Senior   Subordinated
Indebtedness."

     3.2 Section 1  (Definitions)  of the Credit  Agreement is hereby amended by
deleting the definitions of "Committed Seasonal Overadvance  Period",  "Domestic
Seasonal Overadvance Amount",  "Domestic Seasonal Overadvance Usage",  "Interest
Expense",   "Interest  Expense  Coverage  Ratio",  "Leverage  Ratio",  "Seasonal
Overadvances",  "UK Seasonal  Overadvance  Amount" and "UK Seasonal  Overadvance
Usage" from such Section.

     3.3  The  definition  of  "Applicable   Margin"   contained  in  Section  1
(Definitions)  of the  Credit  Agreement  is hereby  amended  by  deleting  such
definition in its entirety and replacing it with the following new definition:

     "Applicable  Margin":  for each Type of Loan,  the rate per annum set forth
under the relevant  column heading below,  based upon the Fixed Charge  Coverage
Ratio in effect from time to time as described below:


                                       2
<PAGE>


<TABLE>
<CAPTION>

                                                    Eurocurrency Loans and Sterling      ABR
                                                    LIBOR Loans                         Loans
<C>     <C>                                               <C>                           <C>
Fixed Charge  Coverage Ratio of less than                 3.25%                         2.00%
1.20 to 1.00
Fixed  Charge  Coverage  Ratio of greater than            2.75%                         1.50%
or equal to 1.20 to 1.00  and less  than  1.40
to 1.00
Fixed  Charge  Coverage  Ratio of greater than            2.50%                         1.25%
or equal to 1.40 to 1.00  and less  than  1.60
to 1.00
Fixed  Charge  Coverage  Ratio of greater than            2.00%                          .75%
or equal to 1.60 to 1.00
</TABLE>


Notwithstanding  the foregoing,  if the Company shall fail to timely deliver the
statements and certificates  required under subsections  9.4(a), (b) and (c) for
any period the Applicable  Margin shall be the highest provided for herein until
such time as the  appropriate  statements and  certificates  are delivered.  Any
change in the  Applicable  Margin  shall  become  effective on the date which is
three  Business  Days  following  the date of  delivery  by the  Company  of its
financial  statements and related  certificates  for the relevant  fiscal period
ending each June and December in  accordance  with the  provisions of subsection
9.4(a) or (b), as the case may be, and subsection  9.4(c). The Applicable Margin
shall initially be based upon the financial  statements of the Company delivered
to the Agent and the Lenders for the fiscal quarter ended December 31, 2001.

     3.4 The definition of "Borrowing Base" contained in Section 1 (Definitions)
of the Credit Agreement is hereby amended by (i) adding the word "and" after the
end of clause (a) of such  definition  and before the beginning of clause (b) in
such definition and (ii) deleting the word "plus" and the existing clause (c) of
such definition.

     3.5 The definition of "EBITDA"  contained in Section 1 (Definitions) of the
Credit  Agreement  is hereby  amended  by (i)  deleting  the comma at the end of
clause (i) of the last sentence of such  definition  and  substituting  the word
"and"  therefor  and (ii)  deleting  in its  entirety  clause  (iii) of the last
sentence of such definition.

     3.6 The definition of "Eligible In-Transit  Inventory" contained in Section
1  (Definitions)  of the Credit  Agreement  is hereby  amended by deleting  such
definition in its entirety and replacing it with the following new definition:

     "Eligible In-Transit Inventory":  Inventory in transit to any Borrower from
any country  other than the  jurisdiction  of such  Borrower's  organization  or
incorporation  which is fully insured  (subject to customary  deductibles) by an
insurance  company  reasonably  satisfactory  to the Agent against all customary
risk of  loss or  damage,  provided  that if by  January  31,  2002  the  German
Borrower's  procedures for purchasing  Inventory and obtaining title thereto are
not changed in a manner reasonably  satisfactory to the Agent so that the German
Borrower  purchases  its  Inventory  directly from the Company and obtains title
thereto directly from the Company and other matters  reasonably  related thereto
are  addressed,  then no  in-transit  Inventory  of the  German  Borrower  shall
constitute Eligible  In-Transit  Inventory of the German Borrower from and after


                                       3
<PAGE>



February  1, 2002  until  such time as the Agent is  satisfied  with the  German
Borrower's  procedures for purchasing  Inventory and obtaining title thereto and
provided,  further,  that if any such in-transit Inventory of the Company has at
any time during the  previous  twelve  month period (the first such twelve month
period to  commence  on the  Closing  Date) been  shipped  without  the use of a
negotiable  document  of  title  for  such  Inventory,  then  for a  sixty  (60)
consecutive  day period to be selected by the Company  that falls  between  each
November 1 and March 31 no  in-transit  Inventory  of the  Company  shall in any
event constitute Eligible In-Transit Inventory.

     3.7 The definition of "Fixed Charge Coverage Ratio"  contained in Section 1
(Definitions)  of the  Credit  Agreement  is hereby  amended  by  deleting  such
definition in its entirety and replacing it with the following new definition:

     "Fixed Charge Coverage Ratio":  as of any date, the ratio of (a) EBITDA for
the  period of  twelve  consecutive  fiscal  months  ended on (or most  recently
before)  such date minus the sum of (i) all  Capital  Expenditures  paid in cash
during the period of twelve consecutive fiscal months ended on (or most recently
before) such date, (ii) any cash dividends paid or other  distributions  made by
the  Company  or any of its  Subsidiaries  (other  than by a  Subsidiary  to the
Company) during the period of twelve consecutive fiscal months ended on (or most
recently  before)  such date and (iii) all  Federal,  state,  local and  foreign
income taxes  (including,  in any event, any dividends or distributions  paid in
accordance with the provisions of subsection  10.7(c) to the extent not included
in clause (ii)  above)  paid in cash by the  Company or any of its  Subsidiaries
during the period of twelve consecutive fiscal months ended on (or most recently
before) such date, to (b) the sum of (i) Cash Interest Expense for the period of
twelve  consecutive  fiscal months ended on (or most recently  before) such date
and  (ii) the  aggregate  amount  of  scheduled  payments  of  principal  on all
Indebtedness  of the  Company  and its  Subsidiaries  made  during the period of
twelve consecutive fiscal months ended on (or most recently before) such date.

     3.8 The definition of "Net Income"  contained in Section 1 (Definitions) of
the Credit  Agreement  is hereby  amended by  deleting  such  definition  in its
entirety and replacing it with the following new definition:

     "Net Income":  for any period, the aggregate net income (or net deficit) of
the Company and its  Subsidiaries  for such period  determined on a consolidated
basis in accordance  with GAAP;  provided,  however,  that the term "Net Income"
shall exclude any extraordinary, unusual or nonrecurring gains and losses or any
gains or losses from the sale or disposition of assets other than inventory sold
in the ordinary  course of business,  all computed and  calculated in accordance
with GAAP.

     3.9 Section 2.5 (Use of Proceeds of Domestic Revolving Credit Loans) of the
Credit Agreement is hereby amended by deleting the  parenthetical  "(but subject
to clause (e) of the definition of Seasonal Overadvances)" from such Section.


                                       4
<PAGE>


     3.10  Section  5.6 (Use of Proceeds of UK  Revolving  Credit  Loans) of the
Credit  Agreement is hereby  amended by deleting the phrase ", subject to clause
(e) of the definition of Seasonal Overadvances," from such Section.

     3.11 Section 6.5 (Interest Rates and Payment Dates for Loans) of the Credit
Agreement  is hereby  amended by deleting  the text of clause (d) thereof in its
entirety and replacing it with "Intentionally Omitted".

     3.12  Section  9.4  (Financial  Statements,  Reports,  etc.) of the  Credit
Agreement  is  hereby  amended  by  (i)  adding  the  phrase  ",except  for  the
certificate  to be  delivered  under  clause (o) below,"  before the words "each
Lender" in the lead-in to such Section,  (ii) deleting  "10.14" in clause (c) of
such Section and  replacing it with  "10.14B" and deleting  "Leverage  Ratio" in
clause (c) of such Section and replacing it with "Fixed Charge Coverage  Ratio",
(iii)  deleting  subsections  (x) and (y) of clause (g) of such Section in their
entirety and replacing such subsections with the following:

                  (x) "reporting date" shall mean each of (1) the last day of
                  each fiscal month and, in addition, the fifteenth day of such
                  fiscal month and (2) any other time when the Agent notifies
                  the Company that it reasonably believes that the then-existing
                  Borrowing Base of any Borrower 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)(2) above, ten days after the date upon
                  which the notice described therein is delivered);

     , (iv)  deleting  the word "and" at the end of clause (m) of such  Section,
(v) deleting the term "Interest Expense Coverage Ratio" where used in clause (n)
of such  Section  and  substituting  therefor  the term "Fixed  Charge  Coverage
Ratio",  (vi)  substituting  the period at the end of clause (n) of such Section
with "; and" and (vii)  adding a new clause (o) to such  Section  which reads as
follows:

                  (o) by no later than 11:30 a.m. Eastern time on each Business
                  Day, a daily borrowing base certificate, in substantially the
                  form attached hereto as Exhibit K, for each of the Company and
                  the UK Borrower for the immediately preceding Business Day,
                  duly executed by each such Borrower; provided that such daily
                  borrowing base certificate shall only be required to be
                  delivered on each Business Day during the period commencing
                  July 1, 2002 and ending on September 30, 2002 and,
                  additionally if requested by the Agent in its sole discretion,
                  at such times as the unused amount available under the
                  Borrowing Base of the Company and the other Borrowers is equal
                  to or less than $10,000,000 (as calculated in accordance with
                  Section 1.2(e) hereof with respect to the Foreign Borrowers)
                  until the average unused amount available under the Borrowing
                  Base of the Company and the other Borrowers is greater than
                  $10,000,000 (as calculated in accordance with Section 1.2(e)
                  hereof with respect to the Foreign Borrowers) for each of the
                  immediately preceding two months.


                                       5
<PAGE>

     3.13  Section  9.7   (Maintaining   Records;   Access  to  Properties   and
Inspections)  of the Credit  Agreement is hereby amended by deleting  clause (b)
thereto in its entirety and replacing it with the following:

     "(b) The  Company  will,  and will  cause each of the other  Borrowers  to,
permit  the  Agent  (which  may  be   accompanied   by  any  Lender  and/or  its
representatives)  to conduct (upon reasonable notice to a Responsible Officer of
the Company  and,  except as otherwise  expressly  provided  below,  at the sole
expense of the Company) an audit of the accounts  receivable and  inventories of
the Borrowers and of the Borrowing Base of each Borrower, up to six times during
each one year period (or in February, June and October of each year in the event
that the average unused amount available under the Borrowing Base of the Company
and each of the other Borrowers for each of the immediately preceding two fiscal
months is greater than  $10,000,000  (as  calculated in accordance  with Section
1.2(e)  hereof  with  respect  to the  Foreign  Borrowers))  with the  Company's
responsibility  for any  audits in excess of three  during  any one year  period
being limited to $25,000 per such audit plus reasonable  out-of-pocket costs and
expenses  of the Agent in  connection  therewith;  provided,  however,  that the
foregoing  limitations  shall not apply in the event  that a Default or Event of
Default shall have occurred and be continuing; and provided further that so long
as (x) no Default or Event of Default  shall  have  occurred  and be  continuing
(including,  without  limitation,  under Section 10.14) and (y) the Fixed Charge
Coverage Ratio at the end of the most recently ended fiscal month of the Company
for the  twelve  most  recent  consecutive  fiscal  months  shall be equal to or
greater than 1.20 to 1.00, the Company shall not be responsible for the expenses
for any audit  referred to above  conducted  while such  clauses (x) and (y) are
true in excess of $25,000  per audit plus  reasonable  out-of  pocket  costs and
expenses of the Agent in connection  therewith and the number of any such audits
conducted  while such  clauses  (x) and (y) are true shall not exceed two during
any one year  period.  The  Company  will,  and  will  cause  each of the  other
Borrowers  to,  permit  Hilco  Appraisal  Services,  LLC or another  third party
appraiser  satisfactory  to the Agent to conduct  (upon  reasonable  notice to a
Responsible  Officer of the Company and at the sole  expense of the Company) (i)
an appraisal of the inventories of the Borrowers,  up to one time in each fiscal
year and (ii) a "desk top review" or limited scope  appraisal of the inventories
of the Borrowers,  up to one time in each fiscal year; provided,  however,  that
such limitations shall not apply in the event that a Default or Event of Default
shall have occurred and be continuing;  and provided further that so long as (x)
no Default or Event of Default shall have occurred and be continuing (including,
without limitation, under Section 10.14) and (y) the Fixed Charge Coverage Ratio
at the end of the most recently ended fiscal month of the Company for the twelve
most recent  consecutive fiscal months shall be equal to or greater than 1.20 to
1.00,  the Company shall not be  responsible  for the expenses for any inventory
appraisals referred to in this sentence conducted while such clauses (x) and (y)
are true in excess of  $20,000  in any  fiscal  year and the  number of any such
inventory appraisals conducted while such clauses (x) and (y) are true shall not
exceed one in any fiscal year."

     3.14 Section 10.7 (Dividends and  Distributions) of the Credit Agreement is
hereby amended by deleting the phrase  "defined term Seasonal  Overadvances  and
the" from clause (b) of such Section.


                                       6
<PAGE>


     3.15  Section  10.10  (Limitations  on Certain  Debt  Payments and Interest
Payments) of the Credit  Agreement is hereby  amended by deleting  clause (b) of
such Section in its entirety and replacing it with the following:

     "(b) make any  payment on account of the Senior  Subordinated  Indebtedness
(other than of interest as permitted  by the  Indenture  with respect  thereto);
provided that the Company may prepay, repurchase or redeem in any fiscal year up
to $10,000,000  (not to exceed  $40,000,000 in the aggregate  during the term of
this Agreement) of Senior Subordinated Indebtedness so long as (i) no Default or
Event of Default shall have occurred and be continuing or would result therefrom
and (ii) for at least sixty (60)  consecutive days prior to any such prepayment,
repurchase or redemption,  there shall be no Loans outstanding for any Borrower,
and,  provided,  further,  that the Company may prepay,  repurchase or redeem an
additional  $10,000,000 in the aggregate of Senior Subordinated  Indebtedness so
long as subsections (i) and (iii) of the immediately  preceding  proviso of this
Section 10.10 are satisfied and for each day during the period of 30 consecutive
days  immediately  prior  to the  date of any  such  prepayment,  repurchase  or
redemption,  (1) the aggregate  amount of the Borrowing Base of the Company plus
the Dollar  equivalent of the aggregate  Borrowing  Bases of the other Borrowers
less (2) the aggregate of the Domestic Revolving Credit Exposure plus the Dollar
equivalent  of the  Foreign  Revolving  Credit  Exposure  shall be no less  than
$50,000,000."

     3.16 Section 10.12 (Capital Expenditures) of the Credit Agreement is hereby
amended by deleting  such  Section in its  entirety  and  replacing  it with the
following:

     "10.12   Capital   Expenditures.   Make  or  permit  to  be  made   Capital
Expenditures,  including Capital Lease  Obligations,  in each of the periods set
forth below to exceed the following amounts:

                  Period                                        Maximum Amount
                  ------                                        --------------

     Three fiscal month period ending March 31, 2002              $3,000,000

     Six fiscal month period ending June 30, 2002                 $5,000,000

     Nine fiscal month period ending September 30, 2002           $6,000,000

     Twelve fiscal month period ending December 31, 2002          $6,000,000
     and each four fiscal quarter period  thereafter

     Capital  Expenditures  made with insurance  proceeds of the Company and its
Subsidiaries  shall not be included in determining  compliance with this Section
10.12 if such reinvestment of insurance proceeds (including  reinvestment in the
form of  restoration  or  replacement  of damaged  property) is not considered a
"Prepayment Event" as contemplated in the definition of such term. The exclusion
from the Capital  Expenditures  limitations set forth in the preceding  sentence
shall  only be  permitted,  in  each  case,  if and to the  extent  the  Capital
Expenditures  referred to in such sentence are made in the period  commencing on
the  first  date  the  Company  or the  relevant  Subsidiary  receives  any cash
insurance proceeds from the relevant casualty giving rise to such cash insurance

                                       7
<PAGE>

proceeds  and  ending  on the date 360 days  thereafter  and may not be  carried
forward  after  the end of such  period.  Notwithstanding  the  foregoing,  with
respect to each fiscal year after the fiscal year ending  December 31, 2002 (but
only so long as (x) no Default or Event of Default  shall have  occurred  and be
continuing  (including,  without  limitation,  under Section  10.14) and (y) the
Fixed Charge  Coverage  Ratio at the end of the most recently ended fiscal month
of the Company for the twelve most recent  consecutive  fiscal  months  shall be
equal to or greater than 1.20 to 1.00), the maximum  aggregate amount of Capital
Expenditures, including Capital Lease Obligations, in such fiscal year shall not
exceed $8,000,000;  provided, however, that if the $8,000,000 limitation in this
sentence is in effect any unused amount of Capital Expenditures  permitted to be
made during a fiscal year (commencing with any fiscal year after the fiscal year
ending  December 31, 2002) may be carried over to the next fiscal year only (but
not to any  subsequent  year  thereafter)  and  shall be  deemed to be the first
Capital  Expenditures  made during such next fiscal year  (provided  that in any
event the total amount of Capital  Expenditures  for such next fiscal year shall
not  exceed  $12,000,000  in  the  aggregate);  and  provided,   further,  that,
notwithstanding the $8,000,000  limitation(but only if the $8,000,000 limitation
is otherwise in effect),  the Company and its  Subsidiaries may during the three
year period immediately following December 31, 2002 make up to $5,000,000 in the
aggregate of Capital  Expenditures  relating  solely to an  enterprise  resource
planning system; and provided, further, that the above $8,000,000 limitation, to
the  extent  permitted  in the  following  sentence,  shall not apply to Capital
Expenditures  (i) in respect of the  reinvestment of sales  proceeds,  insurance
proceeds and condemnation  proceeds received by the Company and its Subsidiaries
in  connection  with the sale,  transfer or other  disposition  of the Company's
business units, assets or properties,  if such reinvestment  (including,  in the
case  of  insurance  proceeds,  reinvestment  in  the  form  of  restoration  or
replacement  of damaged  property)  is not  considered a  "Prepayment  Event" as
contemplated  in the  definition of such term,  (ii) to the extent paid with the
proceeds of an issuance by the Company of its Capital  Stock not  required to be
applied  as a  prepayment  of the Loans  pursuant  to Section  6.2(b),  (iii) in
respect of the reinvestment of the excess,  if any, of (x) the Net Cash Proceeds
resulting  from the  sale,  transfer  or  other  disposition  of the  Bridgeport
Property  over (y) any costs and expenses  incurred by the Company in connection
with  any  environmental  remediation  of the  Bridgeport  Property  and (iv) in
respect of the change of location of the Company's  administration  facility and
distribution  center;  provided that such Capital Expenditures under this clause
(iv) do not exceed  $1,000,000 in the aggregate over the term of this Agreement.
The  exclusion  from the Capital  Expenditures  limitations  set forth in any of
clauses (i) through (iv) of the preceding  sentence shall only be permitted,  in
each case,  if and to the extent the  Capital  Expenditures  referred to in such
clause are made in the period  commencing  on the first date the  Company or the
relevant  Subsidiary receives any cash proceeds from the relevant event referred
to in such  clause  giving rise to such cash  proceeds  (or the date the Company
changes the location of its administration  facility or distribution  center, as
the case may be,  with  respect to clause  (iv)) and ending on the date 360 days
thereafter and may not be carried forward after the end of such period."

     3.17  Section  10.13  (Interest  Expense  Coverage  Ratio)  of  the  Credit
Agreement  is hereby  amended  by  deleting  such  Section in its  entirety  and
replacing it with the following new Section:


                                       8
<PAGE>


     "10.13 Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio
at the end of each fiscal  month for the twelve most recent  consecutive  fiscal
months  ending on December 31, 2002 and each fiscal month  thereafter to be less
than 1.10 to 1.00."

     3.18  Section  10.14  (Leverage  Ratio) of the Credit  Agreement  is hereby
amended by deleting  such  Section in its  entirety  and  replacing  it with the
following new Section:

     "10.14 EBITDA.  Permit EBITDA through the end of any period set forth below
to be less  (which  in the case of any  negative  amount  shall  mean a  greater
negative  amount)  than the  respective  amounts set forth below  opposite  such
period:

                  For the period beginning on
                  January 1, 2002 and ending on:              Minimum EBITDA
                  -----------------------------               --------------

                  January 31, 2002                            $(2,800,000)

                  February 28, 2002                           $(3,500,000)

                  March 31, 2002                              $(3,500,000)

                  April 30, 2002                              $(3,000,000)

                  May 31, 2002                                $   750,000

                  June 30, 2002                               $   750,000

                  July 31, 2002                               $   750,000

                  August 31, 2002                             $ 1,500,000

                  September 30, 2002                          $ 8,000,000

                  October 31, 2002                            $26,000,000

                  November 30, 2002                           $38,000,000"


     3.19 A new  Section  10.14A  is hereby  added to the  Credit  Agreement  as
follows:

     "10.14A  Total  Liabilities  to Tangible Net Worth Ratio.  Permit the Total
Liabilities  to Tangible  Net Worth  Ratio at the end of each  fiscal  month set
forth below to be greater than the  respective  ratios set forth  opposite  such
period:


                                       9
<PAGE>


                  Month ending on or about:          Ratio
                  ------------------------           -----

                  January 31 of any fiscal year      1.30:1.00

                  February 28 of any fiscal year     1.40:1.00

                  March 31 of any fiscal year        1.40:1.00

                  April 30 of any fiscal year        1.50:1.00

                  May 31 of any fiscal year          1.60:1.00

                  June 30 of any fiscal year         1.60:1.00

                  July 31 of any fiscal year         1.90:1.00

                  August 31 of any fiscal year       2.20:1.00

                  September 30 of any fiscal year    2.30:1.00

                  October 31 of any fiscal year      2.00:1.00

                  November 30 of any fiscal year     1.60:1.00

                  December 31 of any fiscal year     1.30:1.00"


     3.20 A new  Section  10.14B  is hereby  added to the  Credit  Agreement  as
follows:
     "10.14B Minimum Excess Availability. Unless the Fixed Charge Coverage Ratio
is greater than 1.20:1.00 for the twelve most recent  consecutive  fiscal months
ending on December 31, 2002 or any fiscal month  thereafter,  permit the average
unused amount  available  under the Borrowing  Base of the Company and the other
Borrowers to be less than the  respective  amounts (as  calculated in accordance
with  Section  1.2(e)  hereof with respect to the Foreign  Borrowers)  set forth
below for the periods indicated:

                  Period                                          Amount
                  ------                                          ------

  February, March and April of any fiscal year                  $7,000,000

  May, June, July, August and September of any fiscal year      $5,000,000

  October, November and December of
  any fiscal year and January of the next fiscal year           $9,000,000"



                                       10
<PAGE>

     3.21 A new  Section  10.14C  is hereby  added to the  Credit  Agreement  as
follows:

     "10.14C Inventory  Turnover for UK Borrower.  Permit the Inventory Turnover
Days (as defined  below) at the end of any fiscal  month to be greater  than the
number of days set forth below opposite such fiscal month.

         Fiscal Month Ending in                      Inventory Turnover Days
         ----------------------                      -----------------------

         January                                              190
         February                                             190
         March                                                190
         April                                                190
         May                                                  190
         June                                                 181
         July                                                 181
         August                                               181
         September                                            171
         October                                              171
         November                                             162
         December                                             152

     For purposes of this Section 10.14C, "Inventory Turnover Days" means at the
end of any fiscal  month,  the product of (A) the quotient of (i) the average of
the amount of  inventory  of the UK  Borrower  (as  determined  on the books and
records of the UK Borrower) on the last day of each of the thirteen  most recent
consecutive  fiscal months divided by (ii) the cost of goods sold (as determined
in  accordance  with  generally  accepted  accounting  principles  of the United
Kingdom) of the UK Borrower  during such twelve most recent  consecutive  fiscal
months times (B) 365."

     3.22  Section  14.1  (Amendments  and  Waivers) of the Credit  Agreement is
hereby  amended  by  deleting  the  phrase  "or  permit  the  Domestic  Seasonal
Overadvance Amount and the UK Seasonal  Overadvance Amount to exceed $10,000,000
in the aggregate at any time, in each case" from clause (vii) of such Section.

     3.23 Notwithstanding  anything in the Credit Agreement to the contrary, the
failure of the Company to comply or cause  compliance  with Section 10.14C shall
not constitute an Event of Default unless such non-compliance is declared by the
Agent to constitute an Event of Default.

     3.24 A new Exhibit K is added to the Credit  Agreement in the form attached
hereto as Exhibit 1.

                                       11
<PAGE>

     SECTION 4.  EFFECTIVENESS.  This  Amendment  shall  become  effective  when
counterparts  hereof have been duly  executed and  delivered to the Agent by the
Company,  on behalf of the  Borrowers,  and the  Required  Lenders  and upon the
fulfillment of the following conditions:

     4.1  Receipt by the Agent (for the  ratable  benefit  of the  Lenders  that
execute this Amendment) of payment in full in cash of a restructuring fee in the
amount of $ 137,500 in the  aggregate  and such other fees and  expenses as have
been separately agreed to between the Company and the Agent.

     4.2 Receipt by the Agent of payment in full in cash of all fees,  costs and
expenses incurred by the Agent (including,  without  limitation,  legal fees and
field expense charges) in connection with this Amendment.

     4.3 Such other approvals, opinions or documents as the Agent may reasonably
request.

     SECTION 5.  COUNTERPARTS.  This Amendment may be executed in  counterparts,
each of which shall be an  original,  and all of which,  taken  together,  shall
constitute  a single  instrument.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

     SECTION 6. REFERENCES TO CREDIT AGREEMENT. From and after the effectiveness
of this Amendment and the amendment  contemplated  hereby, all references in the
Credit  Agreement to "this  Agreement",  "hereof",  "herein",  and similar terms
shall mean and refer to the Credit  Agreement,  as the  provisions  thereof have
been amended by this  Amendment,  and all  references in other  documents to the
Credit  Agreement shall mean such agreement as the provisions  thereof have been
amended by this Amendment.

     SECTION 7.  RATIFICATION AND  CONFIRMATION.  The Credit Agreement is hereby
ratified and confirmed and,  except as herein agreed,  remains in full force and
effect.  The Company,  on behalf of the Borrowers,  represents and warrants that
after giving effect to this  Amendment (i) all  representations  and  warranties
contained in the Loan  Documents  are true and correct in all material  respects
with the same effect as though such representations and warranties had been made
on and as of the date hereof (except to the extent that such  representations or
warranties  expressly  related to a specified date) and (ii) after giving effect
to the waivers contained in Section 2.1 and Section 2.2 hereof,  there exists no
Default or Event of Default.

                                       12
<PAGE>


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

                                     REMINGTON PRODUCTS COMPANY, L.L.C.


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

                                     REMINGTON CONSUMER PRODUCTS LIMITED


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

                                     REMINGTON PRODUCTS GMBH


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

                                     REMINGTON CONSUMER PRODUCTS
                                     (IRELAND) LIMITED


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

                                     REMINGTON PRODUCTS (CANADA)INC.


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

                                       13
<PAGE>

                                     FLEET CAPITAL CORPORATION, as
                                     Agent and as a Lender


                                     By:
                                        ---------------------------------------
                                        Name: Edgar Ezerins
                                        Title: Vice President

                                     CONGRESS FINANCIAL
                                     CORPORATION (NEW ENGLAND), as a
                                     Lender


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

                                     HELLER FINANCIAL, INC., as a Lender


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

                                     CITIZENS BUSINESS CREDIT CO.,
                                     A DIVISION OF CITIZENS LEASING
                                     CORP., as a Lender


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

                                     IBJ WHITEHALL BUSINESS
                                     CREDIT CORPORATION, as a Lender


                                       14
<PAGE>

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

                                     THE PROVIDENT BANK, as a Lender


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

                                     PNC, NATIONAL ASSOCIATION, as a
                                     Lender


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


                                       15
<PAGE>


                                                                     EXHIBIT 1


                    Form of Daily Borrowing Base Certificate
                    ----------------------------------------







                                       16