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                                                               Exhibit 4.17

               SUBSIDIARY PATENT AND TRADEMARK SECURITY AGREEMENT


                  SUBSIDIARY PATENT AND TRADEMARK SECURITY AGREEMENT, dated as
of June 30, 2000, made by RA BRANDS, L.L.C., a Delaware limited liability
company (the "Grantor"), in favor of THE CHASE MANHATTAN BANK, as administrative
agent (in such capacity, the "Administrative Agent") for the several banks and
other financial institutions (the "Lenders") from time to time parties to the
Amended and Restated Credit Agreement, dated as of April 28, 2000 (as the same
may be amended, supplemented, waived or otherwise modified from time to time,
the "Credit Agreement"), among Remington Arms Company, Inc. (the "Borrower"),
Chase Securities Inc. and Banc of America Securities LLC, as joint lead
arrangers, Bank of America, N.A., as syndication agent. Goldman Sachs Credit
Partners, L.P., as documentation agent (collectively the "Other
Representatives"), the Administrative Agent, and the Lenders.


                              W I T N E S S E T H :
                              - - - - - - - - - -


                  WHEREAS, the Grantor is a party to the Subsidiary Security
Agreement, dated as of June 30, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Subsidiary Security Agreement"), made by the
Grantor in favor of the Administrative Agent, for the benefit of the Lenders;

                  WHEREAS, the Borrower has determined it is in the best
interest of the Borrower to transfer certain Collateral (as defined in the
Borrower Security Agreement, dated as of April 28, 2000) to the Grantor (the
"Intangibles Transfer") and has executed a U.S. Patent Assignment, a U.S.
Trademark Assignment, a Master Foreign Patent Assignment and a Master Foreign
Trademark Assignment (the "Assignment Documents") of even date herewith
transferring all of its right, title and interest in and to all of the Patents
and Trademarks owned by the Borrower in its own name to the Grantor.

                  WHEREAS, as a result of the Intangibles Transfer the Grantor
owns certain Trademarks and Trademark Licenses listed on Schedule I hereto;

                  WHEREAS, as a result of the Intangibles Transfer the Grantor
owns certain Patents and Patent Licenses listed on Schedule II;

                  WHEREAS, pursuant to the Subsidiary Security Agreement, the
Grantor has granted to the Administrative Agent, for the benefit of the Lenders,
a security interest in all right, title and interest of the Grantor in, to and
under the Collateral (as hereinafter defined), including the property listed on
the attached Schedules I and II, together with any renewal or extension thereof,
and all Proceeds thereof, to secure the payment of the Obligations; and

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                  WHEREAS, it is a condition to the obligations of the Lenders
to continue to make their respective Extensions of Credit to the Borrower under
the Credit Agreement that the Grantor shall have executed and delivered this
Agreement to the Administrative Agent, for the benefit of the Lenders;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent, the Other Representatives and the Lenders to continue
to make their respective Extensions of Credit to the Borrower under the Credit
Agreement, the Grantor hereby agrees with the Administrative Agent, for the
benefit of the Lenders, as follows:


        1. Defined Terms. (a) Unless otherwise defined herein, capitalized terms
defined in the Credit Agreement are used herein as defined therein. The
following terms shall have the following meanings:

                "Agreement": this Subsidiary Patent and Trademark Security
        Agreement, as the same may be amended, supplemented, waived or otherwise
        modified from time to time.

                "Code": the Uniform Commercial Code as from time to time in
        effect in the State of New York.

                "Collateral": as defined in Section 2 of this Agreement.

                "General Intangibles": as defined in Section 9-106 of the Code,
        including, without limitation, all Patents and Trademarks now or
        hereafter owned by the Grantor to the extent such Patents and Trademarks
        would be included in General Intangibles under the Code.

                "Obligations": the obligations of the Grantor under the
        Subsidiary Guarantee, the Subsidiary Security Agreement and this
        Agreement.

                "Patent License": all United States written license agreements
        with any unaffiliated Person in connection with any of the Patents or
        such other Person's patents, whether the Grantor is a licensor or a
        licensee under any such license agreement, including, without
        limitation, the license agreements listed on Schedule II attached hereto
        and made a part hereof, subject, in each case, to the terms of such
        license agreements, and the right to prepare for sale, sell and
        advertise for sale, all Inventory (as defined in the Subsidiary Security
        Agreement) now or hereafter covered by such licenses.

                "Patents": all United States patents, patent applications and
        patentable inventions, including, without limitation, all patents and
        patent applications identified in Schedule II attached hereto and made a
        part hereof, and including without limitation (a) all inventions and
        improvements described and claimed therein, and patentable inventions,
        (b) the right to sue or otherwise recover for any and all past, present
        and future infringements and

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        misappropriations thereof, (c) all income, royalties, damages and other
        payments now and hereafter due and/or payable with respect thereto
        (including, without limitation, payments under all licenses entered into
        in connection therewith, and damages and payments for past or future
        infringements thereof), and (d) all rights corresponding thereto in the
        United States and all reissues, divisions, continuations,
        continuations-in-part, substitutes, renewals, and extensions thereof,
        all improvements thereon, and all other rights of any kind whatsoever of
        the Grantor accruing thereunder or pertaining thereto (Patents and
        Patent Licenses being, collectively, the "Patent Collateral").

                "Trademark License": all United States written license
        agreements with any unaffiliated Person in connection with any of the
        Trademarks or such other Person's names or trademarks, whether the
        Grantor is a licensor or a licensee under any such license agreement,
        including, without limitation, the license agreements listed on Schedule
        I attached hereto and made a part hereof, subject, in each case, to the
        terms of such license agreements, and the right to prepare for sale,
        sell and advertise for sale, all Inventory (as defined in the Subsidiary
        Security Agreement) now or hereafter covered by such licenses.

                "Trademarks": all United States trademarks, service marks, trade
        names, trade dress or other indicia of trade origin, trademark and
        service mark registrations, and applications for trademark or service
        mark registrations (except for "intent to use" applications for
        trademark or service mark registrations filed pursuant to Section 1(b)
        of the Lanham Act, unless and until an Amendment to Allege Use or a
        Statement of Use under Sections 1(c) and 1(d) of said Act has been
        filed), and any renewals thereof, including, without limitation, each
        registration and application identified in Schedule I attached hereto
        and made a part hereof, and including without limitation (a) the right
        to sue or otherwise recover for any and all past, present and future
        infringements and misappropriations thereof, (b) all income, royalties,
        damages and other payments now and hereafter due and/or payable with
        respect thereto (including, without limitation, payments under all
        licenses entered into in connection therewith, and damages and payments
        for past or future infringements thereof), and (c) all rights
        corresponding thereto in the United States and all other rights of any
        kind whatsoever of the Grantor accruing thereunder or pertaining
        thereto, together in each case with the goodwill of the business
        connected with the use of, and symbolized by, each such trademark,
        service mark, trade name, trade dress or other indicia of trade origin
        (Trademarks and Trademark Licenses being, collectively, the "Trademark
        Collateral").

                (b) The words "hereof," "herein" and "hereunder" and words of
        similar import when used in this Agreement shall refer to this Agreement
        as a whole and not to any particular provision of this Agreement, and
        section and paragraph references are to this Agreement unless otherwise
        specified.

                (c) The meanings given to terms defined herein shall be equally
        applicable to both the singular and plural forms of such terms.

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        2 Grant of Security Interest. As collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations the Grantor hereby assigns,
pledges and grants, subject to existing licenses granted by the Grantor in the
ordinary course of business with respect to the Collateral (as hereinafter
defined), to the Administrative Agent, for the benefit of the Lenders, a
security interest in all of the following property now owned or at any time
hereafter acquired by the Grantor or in which the Grantor now has or at any time
in the future may acquire any right, title or interest (collectively, the
"Collateral"):

                      (i)    all Trademarks;

                     (ii)    all Trademark Licenses;

                    (iii)    all Patents;

                     (iv)    all Patent Licenses;

                      (v)    all General Intangibles connected with the use of
     or symbolized by the Trademarks and Patents; and

                     (vi)    to the extent not otherwise included, all Proceeds
     and products of any and all of the foregoing;

provided, that the foregoing grant of a security interest with respect to
General Intangibles, Patent Licenses and Trademark Licenses shall not include a
security interest in, and the Collateral shall not include, any Patent License
or Trademark License with or issued by Persons other than a Subsidiary of the
Grantor that would otherwise be included in the Collateral to the extent that
the grant by the Grantor of such security interest is prohibited by the terms
and provisions of the written agreement or document or instrument creating or
evidencing such license or permit or Patent License or Trademark License, or
gives the other party thereto the right to terminate such Patent License or
Trademark License in the event of the grant of a security interest with respect
thereto. The Grantor shall use its reasonable best efforts to (i) avoid entering
into agreements or contracts which would prohibit the Grantor from granting a
security interest in such Patent Licenses or Trademark Licenses pursuant to the
terms of this Agreement and (ii) cause each such Patent License or Trademark
License entered into, created or made by it after the Effective Date to be
subject to the Lien and security interest created pursuant to this Agreement.

        3 Grantor Remains Liable; Limitations on Administrative Agent's and
Lenders' Obligations. Anything herein to the contrary notwithstanding, (a) the
Grantor shall remain liable under the contracts and agreements included in the
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Administrative Agent of any of the rights
hereunder

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shall not release the Grantor from any of its duties or obligations under the
contracts and agreements included in the Collateral, and (c) neither the
Administrative Agent, the Other Representatives, nor any Lender shall have any
obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement, nor shall the Administrative Agent, the
Other Representatives, or any Lender be obligated to perform any of the
obligations or duties of the Grantor thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.

        4 Representations and Warranties. The Grantor represents and warrants as
to itself and its Collateral as follows:

                (a) Title; No Other Liens. Except for the Liens granted to the
        Administrative Agent, for the benefit of the Lenders, pursuant to this
        Agreement and the other Liens permitted to exist on the Collateral
        pursuant to the Loan Documents (including without limitation any Lien
        permitted to exist pursuant to Section 8.3 of the Credit Agreement), the
        Grantor is (or, in the case of after-acquired Collateral, will be) the
        sole, legal and beneficial owner of the entire right, title and interest
        in and to the Trademarks set forth on Schedule I hereto and the Patents
        set forth in Schedule II hereto free and clear of any and all Liens. No
        security agreement, financing statement or other public notice similar
        in effect with respect to all or any part of the Collateral is on file
        or of record in any public office (including, without limitation, the
        United States Patent and Trademark Office), except such as may have been
        filed in favor of the Administrative Agent, for the benefit of the
        Lenders, pursuant to this Agreement or as may be permitted pursuant to
        the Loan Documents.

                (b) Perfected First Priority Liens. (i) This Agreement is
        effective to create, as collateral security for the Obligations, valid
        and enforceable Liens on the Collateral in favor of the Administrative
        Agent for the benefit of the Lenders, except as enforceability may be
        affected by bankruptcy, insolvency, fraudulent conveyance,
        reorganization, moratorium and other similar laws relating to or
        affecting creditor's rights generally, general equitable principles
        (whether considered in a proceeding in equity or at law) and an implied
        covenant of good faith and fair dealing.

                (ii) Except with regard to Liens (if any) on Specified Assets,
        and except with regard to Liens upon Patents and Trademarks and Patent
        Licenses and Trademark Licenses, which Liens, to the extent not
        otherwise perfected by the filing of financing statements under the Code
        in accordance herewith, would in the case of Patents and Trademarks
        listed in Schedule I and II hereto, or in the case of Patent Licenses
        and Trademark Licenses listed in Schedule I and II hereto may, be
        perfected upon the filing, acceptance and recordation thereof in the
        United States Patent and Trademark Office, upon the completion of the
        Filings, the Liens created pursuant to this Agreement will constitute
        valid Liens on and (to the extent provided herein) perfected security
        interests in the Collateral in favor of the Administrative Agent for the
        benefit of the Lenders, and will be prior to all other Liens of all
        other Persons other than Permitted Liens, and enforceable as such as
        against all other Persons other than Ordinary Course Buyers, except

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        to the extent that the recording of an assignment or other transfer of
        title to the Administrative Agent or the recording of other applicable
        documents in the United States Patent and Trademark Office or United
        States Copyright Office may be necessary for perfection or
        enforceability, and except as enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or similar
        laws affecting the enforcement of creditors' rights generally and by
        general equitable principles (whether enforcement is sought by
        proceedings in equity or at law) or by an implied covenant of good faith
        and fair dealing. As used in this Section 4(b)(ii), the following terms
        shall have the following meanings:

                        "Filings": the filing or recording of the Financing
                Statements, any Patent and Trademark Security Agreement, and any
                filings after the Closing Date in any other jurisdiction as may
                be necessary under any Requirement of Law.

                        "Financing Statements": the financing statements
                delivered to the Administrative Agent by the Borrower on the
                Closing Date for filing in the jurisdictions listed in Schedule
                6.1(e) to the Credit Agreement.

                        "Permitted Liens": Liens permitted pursuant to the Loan
                Documents, including without limitation those permitted to exist
                pursuant to subsection 8.3 of the Credit Agreement.

                        "Specified Assets": the following property and assets of
                the Borrower:

                                (1) Patents, Patent Licenses, Trademarks and
                        Trademark Licenses to the extent that (a) Liens thereon
                        which cannot be perfected by the filing of financing
                        statements under the Uniform Commercial Code or by the
                        filing and acceptance thereof in the United States
                        Patent and Trademark Office or (b) such Patents, Patent
                        Licenses, Trademarks and Trademark Licenses are not,
                        individually or in the aggregate, material to the
                        business of Grantor and its Subsidiaries taken as a
                        whole;

                                (2) Copyrights and Copyright Licenses and
                        Accounts or receivables arising therefrom to the extent
                        that the Uniform Commercial Code as in effect from time
                        to time in the relevant jurisdiction is not applicable
                        to the creation or perfection of Liens thereon; and

                                (3) Collateral for which the perfection of Liens
                        thereon requires filings in or other actions under the
                        laws of jurisdictions outside the United States of
                        America, any State, territory or dependency thereof or
                        the District of Columbia;

                (c) Consents. No consent of any party (other than the Grantor)
        to any Patent License or Trademark License constituting Collateral is
        required, or purports to be

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        required, to be obtained by or on behalf of the Grantor in connection
        with the execution, delivery and performance of this Agreement that has
        not been obtained. Each Patent License and Trademark License
        constituting Collateral is in full force and effect and constitutes a
        valid and legally enforceable obligation of the Grantor and (to the
        knowledge of the Grantor) each other party thereto except as
        enforceability may be limited by bankruptcy, insolvency, reorganization,
        moratorium or similar laws affecting the enforcement of creditor's
        rights generally and by general equitable principles (whether
        enforcement is sought by proceedings in equity or at law) and except to
        the extent the failure of any such Patent License or Trademark License
        constituting Collateral to be in full force and effect or valid or
        legally enforceable would not be reasonably expected, in the aggregate,
        to have a material adverse effect on the value of the Collateral (as
        defined in the Credit Agreement). No consent or authorization of,

filing with or other act by or in respect of any Governmental Authority is
required in connection with the execution, delivery, performance, validity or
enforceability of any of the Patent Licenses or Trademark Licenses constituting
Collateral by any party thereto other than those which have been duly obtained,
made or performed and are in full force and effect and those the failure of
which to make or obtain would not be reasonably expected, in the aggregate, to
have a material adverse effect on the value of the Collateral (as defined in the
Credit Agreement). Neither the Grantor nor (to the knowledge of the Grantor) any
other party to any Patent License or Trademark License constituting Collateral
is in default in the performance or observance of any of the terms thereof,
except for such defaults as would not reasonably be expected, in the aggregate,
to have a material adverse effect on the value of the Collateral (as defined in
the Credit Agreement). The right, title and interest of the Grantor in, to and
under each Patent License and Trademark License constituting Collateral are not
subject to any defense, offset, counterclaim or claim which would be reasonably
expected, either individually or in the aggregate, to have a material adverse
effect on the value of the Collateral (as defined in the Credit Agreement).

                (d) Schedules I and II are Complete; All Filings Have Been Made.
        Set forth in Schedules I and II is a complete and accurate list of the
        Trademarks and Patents owned by the Grantor as of the date hereof. Upon
        filing and recordation of the Assignment Documents, in the United States
        Patent and Trademark Office, the Grantor will have made all necessary
        filings and recordations to protect and maintain its interest in the
        Trademarks and Patents set forth in Schedules I and II, including,
        without limitation, all necessary filings and recordings, and payments
        of all maintenance fees, in the United States Patent and Trademark
        Office to the extent such Trademarks and Patents are material to the
        Grantor's business. Set forth in Schedules I and II is a complete and
        accurate list of all of the material Trademark Licenses and material
        Patent Licenses owned by the Grantor as of the date hereof.

                (e) The Trademarks and Trademark Licenses are Subsisting and Not
        Adjudged Invalid. As of the date hereof, each trademark registration and
        trademark application of the Grantor set forth in Schedule I is
        subsisting as of the date hereof and has not been

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        adjudged invalid, unregisterable or unenforceable, in whole or in part,
        and, to the best of the Grantor's knowledge, is valid, registrable and
        enforceable. As of the date hereof, each of the Trademark Licenses set
        forth in Schedule I is validly subsisting and has not been adjudged
        invalid or unenforceable, in whole or in part, and, to the best of the
        Grantor's knowledge, is valid and enforceable. As of the date hereof,
        the Grantor has notified the Administrative Agent in writing of all uses
        of any item of Trademark Collateral material to the Grantor's business
        of which the Grantor is aware which could reasonably be expected to lead
        to such item becoming invalid or unenforceable, including unauthorized
        uses by third parties and uses which were not supported by the goodwill
        of the business connected with such Collateral.

                (f) The Patent and Patent Licenses are Subsisting and Not
        Adjudged Invalid. As of the date hereof, each patent and patent
        application of the Grantor set forth in Schedule II is subsisting and
        has not been adjudged invalid, unpatentable or unenforceable, in whole
        or in part, and, to the best of the Grantor's knowledge, is valid,
        patentable and enforceable. As of the date hereof, each of the Patent
        Licenses set forth in Schedule II is validly subsisting and has not been
        adjudged invalid or unenforceable, in whole or in part, and, to the best
        of the Grantor's knowledge, is valid and enforceable. As of the date
        hereof, the Grantor has notified the Administrative Agent in writing of
        all uses of any item of Patent Collateral material to the Grantor's
        business of which the Grantor is aware which could reasonably be
        expected to lead to such item becoming invalid or unenforceable.

                (g) No Previous Assignments or Releases. As of the date hereof,
        the Grantor has not made a previous assignment, sale, transfer or
        agreement constituting a present or future assignment, sale, transfer or
        encumbrance of any of the Collateral, except with respect to exclusive
        licenses granted in the ordinary course of business or as permitted by
        this Agreement or the Loan Documents. As of the date hereof, the Grantor
        has not granted any license, shop right, release, covenant not to sue,
        or non-assertion assurance to any Person with respect to any part of the
        Collateral except in the ordinary course of business.

                (h) Proper Statutory Notice. The Grantor has marked its products
        with the trademark registration symbol (R), the numbers of all
        appropriate patents, the common law trademark symbol ?, or the
        designation "patent pending," as the case may be, to the extent that it
        is reasonably and commercially practicable.

                (i) No Knowledge of Claims Likely to Arise. Except for the
        Trademark Licenses and Patent Licenses listed in Schedules I and II
        hereto, the Grantor has no knowledge of the existence of any right or
        any claim (other than as provided by this Agreement or the Loan
        Documents) that is likely to be made under or against any item of
        Collateral contained on Schedules I and II which would have a Material
        Adverse Effect.

                (j) No Knowledge of Existing or Threatened Claims. No claim has
        been made and is continuing or, to the best of the Grantor's knowledge,
        threatened that the use by the

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        Grantor of any item of Collateral is invalid or unenforceable or that
        the use by the Grantor of any Collateral does or may violate the rights
        of any Person, which would have a Material Adverse Effect. To the best
        of the Grantor's knowledge, there is currently no infringement or
        unauthorized use of any item of Collateral contained on Schedules I and
        II which would have a Material Adverse Effect.

        5 Covenants. The Grantor covenants and agrees with the Administrative
Agent, the Other Representatives and the Lenders that, from and after the date
of this Agreement until the payment in full of the Notes, the Reimbursement
Obligations and the other Obligations then due and owing, the termination of the
Commitments and the expiration, termination or return to the Issuing Lender of
the Letters of Credit:

                (a) Further Documentation; Pledge of Instruments and Chattel
        Paper. At any time and from time to time, upon the written request of
        the Administrative Agent or the Grantor, as the case may be, and at the
        sole expense of the Grantor, the Grantor or the Administrative Agent, as
        the case may be, will promptly and duly execute and deliver such further
        instruments and documents and take such further action as the
        Administrative Agent or the Grantor may reasonably request for the
        purpose of obtaining or preserving the full benefits of this Agreement
        and of the rights and powers herein granted, including, without
        limitation, the filing of any financing or continuation statements under
        the Uniform Commercial Code in effect in any jurisdiction with respect
        to the Liens created hereby. The Grantor also hereby authorizes the
        Administrative Agent to file any such financing or continuation
        statement without the signature of the Grantor to the extent permitted
        by applicable law. A carbon, photostatic or other reproduction of this
        Agreement shall be sufficient as a financing statement for filing in any
        jurisdiction. The Administrative Agent agrees to notify the Grantor and
        the Grantor agrees to notify the Administrative Agent of any financing
        or continuation statement filed by it pursuant to this Section 5(a),
        provided that any failure to give any such notice shall not affect the
        validity or effectiveness of any such filing.

                (b) Indemnification and Expenses. The Grantor agrees to pay, and
        to save the Administrative Agent, the Other Representatives and the
        Lenders harmless from, any and all liabilities and reasonable costs and
        expenses (including, without limitation, reasonable legal fees and
        expenses) (i) with respect to, or resulting from, any delay by the
        Grantor in complying with any material Requirement of Law applicable to
        any of the Collateral, or (ii) in connection with any of the
        transactions contemplated by this Agreement, provided that such
        indemnity shall not, as to the Administrative Agent, any Other
        Representatives or any Lender, be available to the extent that such
        liabilities, costs and expenses resulted from the gross negligence or
        willful misconduct of the Administrative Agent, any Other Representative
        or any Lender. In any suit, proceeding or action brought by the
        Administrative Agent, any Other Representative or any Lender under any
        of the Collateral for any sum owing thereunder, or to enforce any of the
        Collateral, the Grantor will save, indemnify and keep the Administrative
        Agent, such Other Representative and

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        such Lender harmless from and against all expense, loss or damage
        suffered by reason of any defense or counterclaim raised in any such
        suit, proceeding or action.

                (c) Maintenance of Records. (i) The Grantor will keep and
        maintain at its own cost and expense reasonably satisfactory and
        complete records of the Collateral, and shall mark such records to
        evidence this Agreement and the Liens and the security interests created
        hereby. For the Administrative Agent's and the Lenders' further
        security, the Administrative Agent, for the benefit of the Lenders,
        shall have a security interest in all of the Grantor's books and records
        pertaining to the collateral, and the Grantor shall permit the
        Administrative Agent or its representatives to review such books and
        records upon reasonable advance notice during normal business hours at
        the location where such books and records are kept and at the reasonable
        request of the Administrative Agent.

                (d) Right of Inspection. Upon reasonable advance notice to the
        Grantor and at reasonable intervals, or at any time and from time to
        time after the occurrence and during the continuance of an Event of
        Default, the Administrative Agent and the Lenders and their respective
        representatives shall have reasonable access during normal business
        hours to all the books, correspondence and records of the Grantor, and
        the Administrative Agent and the Lenders and their respective
        representatives may examine the same, and to the extent reasonable take
        extracts therefrom and make photocopies thereof, and the Grantor agrees
        to render to the Administrative Agent and the Lenders, at the Grantor's
        reasonable cost and expense, such clerical and other assistance as may
        be reasonable requested with regard thereto.

                (e) Compliance with Laws, etc. The Grantor will comply in all
        material respects with all Requirements of Law applicable to the
        Collateral or any part thereof, except to the extent that the failure to
        so comply would not be reasonably expected to materially adversely
        affect in the aggregate the Administrative Agent's or the Lenders'
        rights hereunder, the priority of their Liens on the Collateral or the
        value of the Collateral (as defined in the Credit Agreement).

                (f) Further Identification of Collateral. The Grantor will
        furnish to the Administrative Agent and the Lenders from time to time
        such statements and schedules further identifying and describing the
        Collateral, and such other reports in connection with the Collateral, as
        the Administrative Agent may reasonably request, all in reasonable
        detail.

                (g) Security Interest in Any Newly Acquired Collateral. The
        Grantor agrees that, should it obtain an ownership interest in any
        Trademark, Patent, Trademark License or Patent License, which is not now
        a part of the Collateral, (i) the provisions of Section 2 shall
        automatically apply thereto, (ii) any such Trademark, Patent, Trademark
        License and Patent License shall automatically become part of the
        Collateral, and (iii) with respect to any ownership interest in any
        Trademark, Patent, Trademark License or Patent License that the Grantor
        should obtain which the Grantor reasonably deems is material to

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        its business, it shall give notice thereof to the Administrative Agent
        and the Lenders in writing, in reasonable detail, at their respective
        addresses set forth in the Credit Agreement within 45 days after the end
        of the calendar quarter in which such ownership interest is obtained.
        The Grantor authorizes the Administrative Agent to modify this Agreement
        by amending Schedules I and II (and will cooperate reasonably with the
        Administrative Agent in effecting any such amendment) to include on
        Schedule I any Trademark and Trademark License and on Schedule II any
        Patent or Patent License of which it receives notice under this Section.

                (h) Maintenance of the Trademark Collateral. The Grantor agrees
        to take all necessary steps, including, without limitation, in the
        United States Patent and Trademark Office or in any court, to (i)
        maintain each trademark registration and each Trademark License
        identified on Schedule I hereto, and (ii) pursue each trademark
        application now or hereafter identified in Schedule I hereto, including,
        without limitation, the filing of responses to office actions issued by
        the United States Patent and Trademark Office, the filing of
        applications for renewal, the filing of affidavits under Sections 8 and
        15 of the United States Trademark Act, and the participation in
        opposition, cancellation, infringement and misappropriation proceedings,
        except, in each case in which the Grantor has reasonably determined that
        any of the foregoing is not of material economic value to it. The
        Grantor agrees to take corresponding steps with respect to each new or
        acquired trademark registration, trademark application or any rights
        obtained under any Trademark License, in each case, which it is now or
        later becomes entitled, except in each case in which the Grantor has
        reasonably determined that any of the foregoing is not of material
        economic value to it. Any expenses incurred in connection with such
        activities shall be borne by the Grantor.

                (i) Maintenance of the Patent Collateral. The Grantor agrees to
        take all necessary steps, including, without limitation, in the United
        States Patent and Trademark Office or in any court, to (i) maintain each
        patent and each Patent License identified on Schedule II hereto, and
        (ii) pursue each patent application, now or hereafter identified in
        Schedule II hereto, including, without limitation, the filing of
        divisional, continuation, continuation-in-part and substitute
        applications, the filing of applications for reissue, renewal or
        extensions, the payment of maintenance fees, and the participation in
        interference, reexamination, opposition, infringement and
        misappropriation proceedings, except, in each case in which the Grantor
        has reasonably determined that any of the foregoing is not of material
        economic value to it. The Grantor agrees to take corresponding steps
        with respect to each new or acquired patent, patent application, or any
        rights obtained under any Patent License, in each case, which it is now
        or later becomes entitled, except in each case in which the Grantor has
        reasonably determined that any of the foregoing is not of material
        economic value to it. Any expenses incurred in connection with such
        activities shall be borne by the Grantor.

                (j) Grantor Shall Not Abandon any Collateral. The Grantor shall
        not abandon any trademark registration, patent or any pending trademark
        or patent application,

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<PAGE>   12

        without the written consent of the Administrative Agent, unless the
        Grantor shall have previously determined that such use or the pursuit or
        maintenance of such trademark registration, patent or pending trademark
        or patent application is not of material economic value to it, in which
        case, the Grantor will, at least annually, give notice of any such
        abandonment to the Administrative Agent and the Lenders in writing, in
        reasonable detail, at their respective addresses set forth in the Credit
        Agreement.

                (k) Infringement of Any Collateral. In the event that the
        Grantor becomes aware that any item of the Collateral which the Grantor
        has reasonably determined to be material to its business is infringed or
        misappropriated by a third party, the Grantor shall promptly notify the
        Administrative Agent and the Lenders promptly and in writing, in
        reasonable detail, at their respective addresses set forth in the Credit
        Agreement, and shall take such actions as the Grantor or the
        Administrative Agent deems reasonably appropriate under the
        circumstances to protect such Collateral, including, without limitation,
        suing for infringement or misappropriation and for an injunction against
        such infringement or misappropriation. Any expense incurred in
        connection with such activities shall be borne by the Grantor. The
        Grantor will advise the Administrative Agent and the Lenders promptly
        and in writing, in reasonable detail, at their respective addresses set
        forth in the Credit Agreement, of any adverse determination or the
        institution of any proceeding (including, without limitation, the
        institution of any proceeding in the United States Patent and Trademark
        Office or any court) regarding any item of the Collateral which has a
        Material Adverse Effect.

                (l) Use of Statutory Notice. The Grantor shall mark its products
        with the trademark registration symbol (R), the numbers of all
        appropriate patents, the common law trademark symbol ?, or the
        designation "patent pending," as the case may be, to the extent that it
        is reasonably and commercially practicable.

                (m) Limitation on Liens on Collateral. The Grantor will not
        create, incur or permit to exist, will defend the Collateral against,
        and will take such other action as is reasonably necessary to remove,
        any Lien or material adverse claim on or to any of the Collateral, other
        than exclusive licenses granted in the ordinary course of business and
        the Liens created by this Agreement and other than as permitted pursuant
        to the Loan Documents, and will defend the right, title and interest of
        the Administrative Agent and the Lenders in and to any of the Collateral
        against the claims and demands of all Persons whomsoever.

                (n) Limitations on Dispositions of Collateral. Without the prior
        written consent of the Administrative Agent, the Grantor will not sell,
        assign, transfer, exchange or otherwise dispose of, or grant any option
        with respect to, the Collateral, or attempt, offer or contract to do so,
        except with respect to exclusive licenses in the ordinary course of
        business or as permitted by this Agreement or the Loan Documents.

                                       12
<PAGE>   13

                (o) Notices. The Grantor will advise the Administrative Agent
        and the Lenders promptly, in reasonable detail, at their respective
        addresses set forth in the Credit Agreement, (i) of any Lien (other than
        Liens created hereby or permitted under the Loan Documents) on, or
        material adverse claim asserted against, Patents or Trademarks and (ii)
        of the occurrence of any other event which would reasonably be expected
        in the aggregate to have a material adverse effect on the aggregate
        value of the Collateral or the Liens created hereunder.

                6 Administrative Agent's Appointment as Attorney-in-Fact.

                (a) Powers. The Grantor hereby irrevocably constitutes and
        appoints the Administrative Agent and any officer or agent thereof, with
        full power of substitution, as its true and lawful attorney-in-fact with
        full irrevocable power and authority in the place and stead of the
        Grantor and in the name of the Grantor or in its own name, from time to
        time in the Administrative Agent's discretion, for the purpose of
        carrying out the terms of this Agreement, to take any and all
        appropriate action and to execute any and all documents and instruments
        which may be necessary or desirable to accomplish the purposes of this
        Agreement, and, without limiting the generality of the foregoing, the
        Grantor hereby gives the Administrative Agent the power and right, on
        behalf of the Grantor, without notice to or assent by the Grantor, to do
        the following at any time when any Event of Default shall have occurred
        and be continuing, and to the extent permitted by law:

                        (i) to execute and deliver any and all agreements,
                instruments, documents, and papers as the Administrative Agent
                may reasonably request to evidence the Administrative Agent's,
                the Other Representatives' and the Lenders' security interest in
                any of the Collateral;

                        (ii) in the name of the Grantor or its own name, or
                otherwise, to take possession of and indorse and collect any
                checks, drafts, notes, acceptances or other instruments for the
                payment of moneys due under any General Intangible (to the
                extent that any of the foregoing constitute Collateral) or with
                respect to any other Collateral and to file any claim or to take
                any other action or institute any proceeding in any court of law
                or equity or otherwise deemed appropriate by the Administrative
                Agent for the purpose of collecting any and all such moneys due
                under any such General Intangible or with respect to any such
                other Collateral whenever payable;

                        (iii) to pay or discharge Liens placed on the
                Collateral, other than Liens permitted under this Agreement or
                the Loan Documents; and

                        (iv) (A) to direct any party liable for any payment
                under any of the Collateral to make payment of any and all
                moneys due or to become due thereunder directly to the
                Administrative Agent or as the Administrative Agent

                                       13
<PAGE>   14

                shall direct; (B) to ask for, or demand, collect, receive
                payment of and receipt for, any and all moneys, claims and other
                amounts due or to become due at any time in respect of or
                arising out of any of the Collateral; (C) to sign and indorse
                any invoices, freight or express bills, bills of lading, storage
                or warehouse receipts, drafts against debtors, assignments,
                verifications, notices and other documents in connection with
                any of the Collateral; (D) to commence and prosecute any suits,
                actions or proceedings at law or in equity in any court of
                competent jurisdiction to collect the Collateral or any thereof
                and to enforce any other right in respect of any Collateral; (E)
                to defend any suit, action or proceeding brought against the
                Grantor with respect to any of the Collateral; (F) to settle,
                compromise or adjust any suit, action or proceeding described in
                clause (E) above and, in connection therewith, to give such
                discharges or releases as the Administrative Agent may deem
                appropriate; (G) subject to any pre-existing rights or licenses,
                to assign any Patent or Trademark constituting Collateral (along
                with the goodwill of the business to which any such Patent or
                Trademark pertains), for such term or terms, on such conditions,
                and in such manner, as the Administrative Agent shall in its
                sole discretion determine; and (H) generally, to sell, transfer,
                pledge and make any agreement with respect to or otherwise deal
                with any of the Collateral as fully and completely as though the
                Administrative Agent were the absolute owner thereof for all
                purposes, and to do, at the Administrative Agent's option and
                the Grantor's expense, at any time, or from time to time, all
                acts and things which the Administrative Agent deems necessary
                to protect, preserve or realize upon the Collateral and the
                Administrative Agent's, the Other Representatives' and the
                Lenders' Liens thereon and to effect the intent of this
                Agreement, all as fully and effectively as the Grantor might do.

The Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit.

                (b) Other Powers. The Grantor also authorizes the Administrative
        Agent, from time to time if an Event of Default shall have occurred and
        be continuing, to execute, in connection with any sale provided for in
        Section 9 hereof, any endorsements, assignments or other instruments of
        conveyance or transfer with respect to the Collateral.

                (c) No Duty on the Part of Administrative Agent, Other
        Representatives or Lenders. The powers conferred on the Administrative
        Agent, the Other Representatives and the Lenders hereunder are solely to
        protect the Administrative Agent's, the Other Representatives' and the
        Lenders' interests in the Collateral and shall not impose any duty upon
        the Administrative Agent, any Other Representative or any Lender to
        exercise any such powers. The Administrative Agent, the Other
        Representatives and the Lenders shall be accountable only for amounts
        that they actually

                                       14
<PAGE>   15

        receive as a result of the exercise of such powers, and neither they nor
        any of their officers, directors, employees or agents shall be
        responsible to the Grantor for any act or failure to act hereunder,
        except for their own gross negligence or willful misconduct.

        7 Performance by Administrative Agent of Grantor's Obligations. If the
Grantor fails to perform or comply with any of its agreements contained herein
and the Administrative Agent, as provided for by the terms of this Agreement,
shall itself perform or comply, or otherwise cause performance or compliance,
with such agreement, the reasonable expenses of the Administrative Agent
incurred in connection with such performance or compliance, together with
interest thereon at a rate per annum 2% above the rate applicable to ABR Loans,
shall be payable by the Grantor to the Administrative Agent on demand and shall
constitute Obligations secured hereby.

        8 Proceeds. It is agreed that if an Event of Default shall occur and be
continuing, (a) all Proceeds of any Collateral received by the Grantor
consisting of cash, checks and other near-cash items shall be held by the
Grantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of the Grantor, and at the request of the Administrative Agent
shall, forthwith upon receipt by the Grantor, be turned over to the
Administrative Agent in the exact form received by the Grantor (duly indorsed by
the Grantor to the Administrative Agent, if required by the Administrative
Agent), and (b) any and all such Proceeds received by the Administrative Agent
(whether from the Grantor or otherwise) may, in the sole discretion of the
Administrative Agent, be held by the Administrative Agent, for the benefit of
the Lenders, as collateral security for the Obligations (whether matured or
unmatured), and/or then or at any time thereafter may be applied by the
Administrative Agent against, the Obligations then due and owing. Any balance of
such Proceeds remaining after the payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit shall be paid over to the Grantor or to
whomsoever may be lawfully entitled to receive the same.

        9 Remedies. If an Event of Default shall occur and be continuing, the
Administrative Agent, on behalf of the Lenders, may exercise all rights and
remedies of a secured party under the Code, and, to the extent permitted by law,
all other rights and remedies granted to them in this Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations.
Without limiting the generality of the foregoing, the Administrative Agent,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances, to the extent permitted by law, forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver the Collateral or any part thereof (or contract to do any
of the foregoing), but subject to any pre-existing rights or licenses, in one or
more parcels at public or private sale or sales, at any exchange, broker's board
or office of the Administrative Agent, any Other Representative or any

                                       15
<PAGE>   16

Lender or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Administrative Agent, any Other
Representative or any Lender shall have the right, to the extent permitted by
law, upon any such sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Grantor,
which right or equity is hereby waived or released. The Grantor further agrees,
at the Administrative Agent's request, upon the occurrence and during the
continuance of an Event of Default, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at the Grantor's premises or elsewhere. In the
event of any sale, assignment, or other disposition of any of the Collateral,
the goodwill of the business connected with and symbolized by any Trademark
Collateral subject to such disposition shall be included, and the Grantor shall
supply to the Administrative Agent or its designee the Grantor's know-how and
expertise relating to the Collateral subject to such disposition, and the
Grantor's notebooks, studies, reports, records, documents and things embodying
the same or relating to the inventions, processes or ideas covered by, and to
the manufacture of any products under or in connection with, the Collateral
subject to such disposition, and the Grantor's customer's lists, studies and
surveys and other records and documents relating to the distribution, marketing,
advertising and sale of products relating to the Collateral subject to such
disposition. The Administrative Agent shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent, the Other
Representatives and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in part
of the Obligations then due and owing, and only after such application and after
the payment by the Administrative Agent of any other amount required by any
provision of law, including, without limitation, Section 9-504(1)(c) of the
Code, need the Administrative Agent account for the surplus, if any, to the
Grantor. To the extent permitted by applicable law, the Grantor waives all
claims, damages and demands it may acquire against the Administrative Agent, any
Other Representative or any Lender arising out of the repossession, retention or
sale of the Collateral, other than any such claims, damages and demands that may
arise from the gross negligence or willful misconduct of any of them. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. The Grantor shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay the then outstanding Obligations, including
the reasonable fees and disbursements of any attorneys employed by the
Administrative Agent, any Other Representative or any Lender to collect such
deficiency.

        10 Limitation on Duties Regarding Preservation of Collateral. The
Administrative Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. None of
the Administrative Agent, any Other Representative, any Lender, nor any of their
respective directors, officers, employees or agents shall be liable

                                       16
<PAGE>   17

for failure to demand, collect or realize upon all or any part of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Grantor or any other
Person.

        11 Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are powers coupled with an
interest and are irrevocable until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit.

        12 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

        13 Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

        14 No Waiver; Cumulative Remedies. None of the Administrative Agent, any
Other Representative nor any Lender shall by any act (except by a written
instrument pursuant to Section 15 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent, any Other Representative or
any Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent,
any Other Representative or any Lender of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent, such Other Representative or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.

        15 Amendments in Writing; No Waiver; Cumulative Remedies; Successors and
Assigns. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the Grantor and the Administrative Agent in accordance with Section
11.1 of the Credit Agreement. This Agreement shall be binding upon the
successors and assigns of the Grantor and shall inure to the benefit of the
Administrative Agent, the Other Representatives and the Lenders and their
respective successors and assigns, except that the Grantor may not assign,
transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of the Administrative Agent.

                                       17
<PAGE>   18

        16 Notices. All notices, requests and demands to or upon the respective
parties hereto shall be made in accordance with Section 11.2 of the Credit
Agreement.

        17 Authority of Administrative Agent. The Grantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as among the Administrative Agent, the Other
Representatives and the Lenders, be governed by the Loan Documents and by such
other agreements with respect thereto as may exist from time to time among them,
but, as between the Administrative Agent and the Grantor, the Administrative
Agent shall be conclusively presumed to be acting as agent for the Lenders with
full and valid authority so to act or refrain from acting, and the Grantor shall
not be under any obligation to make any inquiry respecting such authority.

        18 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

        19 Release of Collateral and Termination. (a) At such time as the
payment in full of the Notes, the Reimbursement Obligations and the other
Obligations then due and owing shall have occurred, the Commitments have been
terminated and the Letters of Credit have expired, terminated or been returned
to the Issuing Lender, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and the Grantor
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Grantor. Upon request of the Grantor following any such termination, the
Administrative Agent shall deliver (at the sole cost and expense of the Grantor)
to the Grantor any Collateral held by the Administrative Agent hereunder, and
execute and deliver (at the sole cost and expense of such Grantor) to the
Grantor such documents as the Grantor shall reasonably request to evidence such
termination.

        (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by the Grantor in a transaction permitted by the Credit Agreement,
then the Administrative Agent shall execute and deliver to the Grantor (at the
sole cost and expense of the Grantor) all releases or other documents reasonably
necessary or desirable for the release of the Liens created hereby on such
Collateral.

                                       18
<PAGE>   19

        20 Incorporation of Provisions of Subsidiary Security Agreement. The
Grantor hereby acknowledges and affirms that the rights and remedies of the
Administrative Agent with respect to the security interest in the Collateral
made and granted hereby are more fully set forth in the Subsidiary Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. Nothing in this Agreement shall defer or
impair the attachment or perfection of any security interest in any collateral
covered by the Subsidiary Security Agreement which would attach or be perfected
pursuant to the terms thereof without action by the Grantor or any other Person.


                                       19
<PAGE>   20



                  IN WITNESS WHEREOF, the Grantor has caused this Agreement to
be duly executed and delivered as of the date first above written.

                                        RA BRANDS, L.L.C.


                                        By:/s/Mark Little
                                           ---------------------------------
                                           Name: Mark Little
                                           Title:   Vice President




ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:

THE CHASE MANHATTAN BANK,
   as Administrative Agent


By:/s/William J. Caggiano
   ----------------------------------------
     Title: Managing Director


                                       20