EXHIBIT 10.7

                                    GUARANTY
                                    --------

      GUARANTY dated as of May 17, 1999 (as amended, supplemented or modified
from time to time, this "Guaranty") made by RICHTON HOLDING CORP., a Delaware
corporation (the "Guarantor"), in favor of PNC BANK, NATIONAL ASSOCIATION, as
Agent (in such capacity, together with any successor agent, the "Agent") for the
Lenders (as defined below), and the Lenders.

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

      WHEREAS, Richton International Corporation, a Delaware corporation,
Century Supply Corp., a Michigan corporation , and CBE Technologies, Inc., a
Delaware corporation (collectively, the "Borrowers"and individually a
"Borrower"), the lenders from time to time party thereto (the "Lenders"), and
the Agent, as agent for the Lenders, have entered into a Revolving Credit, Term
Loan and Security Agreement dated as of the date hereof (as amended,
supplemented or modified from time to time, the "Credit Agreement"), providing
for the making of Advances (as defined therein) to the Borrowers as contemplated
therein;

      WHEREAS, the obligation of the Lenders to make Advances (as defined in the
Credit Agreement) under the Credit Agreement are conditioned upon, among other
things, the execution and delivery by the Guarantor of this Guaranty and the
Guarantor Security Agreement (as defined in the Credit Agreement) to be executed
simultaneously with the execution of this Guaranty, pursuant to which, as
collateral security for the performance of its obligations hereunder, the
Guarantor pledges to the Agent, for the ratable benefit of the Lenders, all of
its right, title and interest in and to the collateral described therein;

      WHEREAS, the guarantor is a wholly-owned subsidiary of Richton and owns
all of the issued and outstanding capital stock of the other Borrowers; and

      WHEREAS, the Borrowers and the Guarantor are members of the same
consolidated group of companies and the Guarantor will obtain benefits from the
Advances made under the Credit Agreement, and, accordingly, desires to execute
this Guaranty in order to satisfy the conditions described in the preceding
paragraph and to induce the Lenders to make the Advances to the Borrowers;

      NOW, THEREFORE, in consideration of the benefits accruing to the
Guarantor, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor hereby makes the following representations and warranties to the Agent
and hereby covenants and agrees with the Agent as follows:

      1. As used in this Guaranty, terms defined in the Credit Agreement are
used herein as therein defined, and the following terms shall have the following
meanings:

      2. "Bankruptcy Code" shall mean the United States Bankruptcy Code, being
Title 11 of the United States Code, as the same exists or may from time to time
hereafter be amended, modified, recodified or supplemented, together with all
rules, regulations and interpretations thereunder or related thereto.

<PAGE>

            "Material Adverse Effect" shall mean a material adverse effect on
      the condition (financial or otherwise), operations, assets, business or
      prospects of the Guarantor.

            "Maximum Guaranteed Amount" for the Guarantor shall mean an amount
      equal to 95% of the amount by which (i) the present fair saleable value of
      the Guarantor's assets exceeds (ii) the amount reasonably expected to come
      due in respect of all liabilities (including, without limitation,
      contingent liabilities) other than contingent liabilities of the Guarantor
      hereunder, determined on the day that the initial advances are made under
      the Credit Agreement or on the day any demand is made under this Guaranty,
      whichever date results in a higher Maximum Guaranteed Amount.

            (a) The Guarantor hereby unconditionally and irrevocably guarantees
      to the Agent, the Lenders and their respective successors, indorsees,
      transferees and assigns, the prompt and complete payment by the Borrowers
      when due (whether at the stated maturity, by acceleration or otherwise) of
      all Obligations, including, without limitation, the principal of and
      interest on the Notes issued by, and the Advances made to, the Borrowers
      under the Credit Agreement, as well as Obligations which, but for the
      automatic stay under Section 362(a) of the Bankruptcy Code, would become
      due, and the Guarantor further agrees to pay any and all reasonable
      expenses (including, without limitation, all reasonable fees and
      disbursements of counsel) which may be paid or incurred by the Agent or
      any Lender in enforcing, or obtaining advice of counsel in respect of, any
      rights with respect to, or collecting, any or all of the Obligations
      and/or enforcing any rights with respect to, or collecting against, the
      Guarantor under this Guaranty; provided, however, that the maximum
      liability of the Guarantor hereunder shall in no event exceed the
      Guarantor's Maximum Guaranteed Amount.

            (b) Additionally, the Guarantor hereby unconditionally and
      irrevocably guarantees the payment of any and all Obligations of the
      Borrowers to the Agent and the Lenders whether or not due or payable by
      the Borrowers upon the occurrence in respect of any Borrower of any of the
      events specified in Section 10.7 of the Credit Agreement, and
      unconditionally and irrevocably promises to pay such Obligations to the
      Agent and the Lenders, on demand, in lawful money of the United States.

      3. The Guarantor agrees that payments hereunder will be made on the same
basis as payments by the Borrowers under Section 2.6(d) of the Credit Agreement.

      4. The liability of the Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the Obligations of the Borrowers
whether executed by the Guarantor, any other guarantor or by any other party,
and the liability of the Guarantor hereunder shall not be affected or impaired
by (a) any direction as to application of payment by any Borrower or by any
other party, (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Obligations of the
Borrowers, (c) any payment on or in reduction of any such other guaranty or
undertaking, (d) any dissolution, termination or increase, decrease or change in
personnel by any Borrower or (e) any payment made to the Agent or any Lender on
the Obligations which any such Person repays to any Borrower pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and the Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding. This
is a guaranty of payment and not of collection.


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<PAGE>

      5. The obligations of the Guarantor hereunder are independent of the
obligations of any other guarantor of any of the Obligations, or the Borrowers
and a separate action or actions may be brought and prosecuted against the
Guarantor whether or not action is brought against any other guarantor of any of
the Obligations or any Borrower and whether or not any other guarantor of any of
the Obligations or any Borrower be joined in any such action or actions. The
Guarantor waives, to the fullest extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrowers shall operate to toll the
statute of limitations as to the Guarantor.

      6. The Guarantor hereby waives (to the fullest extent permitted by
applicable law) notice of acceptance of this Guaranty and notice of any
liability to which it may apply (including notice of the existence, creation or
incurrence of new or additional indebtedness), and waives promptness, diligence,
presentment, demand of payment, protest, notice of dishonor or nonpayment of any
such liabilities, suit or taking of other action by the Agent or any Lender
against, and any other notice to, any party liable thereon (including the
Guarantor or any other guarantor of any of the Obligations).

      7. The Agent or any Lender may (except as shall be required by applicable
statute and cannot be waived) at any time and from time to time without the
consent of, or notice to, the Guarantor, without incurring responsibility to the
Guarantor, without impairing or releasing the obligations of the Guarantor
hereunder, upon any terms or conditions and in whole or in part:

            (a) change the manner, place or terms of payment of, and/or change
      or extend the time of payment of, renew, increase, accelerate or alter,
      any of the Obligations, any security therefor, or any liability incurred
      directly or indirectly in respect thereof, in each case in accordance with
      the terms of the Credit Agreement and the Other Documents, and the
      guaranty herein made shall apply to the Obligations as so changed,
      extended, renewed or altered;

            (b) sell, exchange, release, surrender, realize upon or otherwise
      deal with in any manner and in any order any property by whomsoever at any
      time pledged or mortgaged to secure, or howsoever securing, the
      Obligations or any liabilities (including any of those hereunder) incurred
      directly or indirectly in respect thereof or hereof, and/or any offset
      thereagainst;

            (c) exercise or refrain from exercising any rights against any
      Borrower or others or otherwise act or refrain from acting;

            (d) settle or compromise any of the Obligations, any security
      therefor or any liability (including any of those hereunder) incurred
      directly or indirectly in respect thereof or hereof, and may subordinate
      the payment of all or any part thereof to the payment of any liability
      (whether due or not) of any Borrower to creditors of such Borrower;

            (e) apply any sums by whomsoever paid or howsoever realized to any
      liability or liabilities of the Borrowers to the Agent or any Lender
      regardless of what liabilities of the Borrowers remain unpaid;

            (f) consent to or waive any breach of, or any act, omission or
      default under, the Credit Agreement, any Other Document or any of the
      instruments or agreements referred to therein, or


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<PAGE>

      otherwise amend, modify or supplement the Credit Agreement, any Other
      Document or any of such other instruments or agreements; and/or

            (g) act or fail to act in any manner referred to in this Guaranty
      which may deprive the Guarantor of its right to subrogation against any
      Borrower to recover full indemnity for any payments made pursuant to this
      Guaranty.

      8. No invalidity, irregularity or unenforceability of all or any part of
the Obligations or of any security therefor shall affect, impair or be a defense
to this Guaranty, and (except to the extent, if any, as shall be required by
applicable statute and cannot be waived) this Guaranty shall be primary,
absolute and unconditional notwithstanding the occurrence of any event or the
existence of any other circumstances which might constitute a legal or equitable
discharge of a surety or guarantor, except payment in full of the Obligations.
No provision of this Guaranty shall be deemed to be a waiver by the Guarantor of
its right to assert that the Obligations have been paid in full.

      9. This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of the
Agent or any Lender in exercising any right, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein expressly specified are cumulative and not exclusive of any
rights or remedies which the Agent and the Lenders would otherwise have. No
notice to or demand on the Guarantor in any case shall entitle the Guarantor to
any other further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Agent or any Lender to any other or
further action in any circumstances without notice or demand. It is not
necessary for the Agent or any Lender to inquire into the capacity or powers of
any Borrower or the officers, directors, partners or agents acting or purporting
to act on its behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

      10. Any indebtedness of any Borrower now or hereafter held by the
Guarantor is hereby subordinated to the indebtedness of such Borrower to the
Agent or any Lender; and such indebtedness of such Borrower to the Guarantor, if
the Agent, after an Event of Default has occurred and is continuing, so
requests, shall be collected, enforced and received by the Guarantor as trustee
for the Agent and the Lenders and be paid over to the Agent, for the benefit of
the Lenders, on account of the indebtedness of such Borrower to the Agent and
the Lenders, but without affecting or impairing in any manner the liability of
the Guarantor under the other provisions of this Guaranty. Prior to the transfer
by the Guarantor of any note or negotiable instrument evidencing any
indebtedness of any Borrower to the Guarantor, the Guarantor shall mark such
note or negotiable instrument with a legend that the same is subject to this
subordination. Without limiting the generality of the foregoing, the Guarantor
hereby agrees with the Agent and the Lenders that it will not exercise any right
of subrogation which it may at any time otherwise have as a result of this
Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Obligations have been irrevocably paid in full in cash.


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<PAGE>

            (a) The Guarantor waives any right (except as shall be required by
      applicable statute or law and cannot be waived) to require the Agent and
      the Lenders to: (i) proceed against any Borrower, any other guarantor of
      any of the Obligations or any other party; (ii) proceed against or exhaust
      any security held from any Borrower, any other guarantor of any of the
      Obligations or any other party; or (iii) pursue any other remedy in the
      Agent's or any Lender's power whatsoever. The Guarantor waives (to the
      fullest extent permitted by applicable law) any defense based on or
      arising out of any defense of the Borrowers, any other guarantor of any of
      the Obligations or any other party other than payment in full of the
      Obligations, including, without limitation, any defense based on or
      arising out of the disability of any Borrower, any other guarantor of any
      of the Obligations or any other party, or the unenforceability of the
      Obligations or any part thereof from any cause, or the cessation from any
      cause of the liability of any Borrower other than payment in full of the
      Obligations. The Agent and the Lenders may, at their election, foreclose
      on any security held by the Agent or any Lender by one or more judicial or
      nonjudicial sales, or exercise any other right or remedy the Agent or any
      Lender may have against the Borrowers or any other party, or any security,
      without affecting or impairing in any way the liability of the Guarantor
      hereunder except to the extent the Obligations have been paid in full. The
      Guarantor waives any defense arising out of any such election by the Agent
      and the Lenders, even though such election operates to impair or
      extinguish any right of reimbursement or subrogation or other right or
      remedy of the Guarantor against the Borrowers or any other party or any
      security.

            (b) The Guarantor assumes all responsibility for being and keeping
      itself informed of each Borrower's financial condition and assets, and of
      all other circumstances bearing upon the risk of nonpayment of the
      Obligations and the nature, scope and extent of the risks which the
      Guarantor assumes and incurs hereunder, and agrees that the Agent and the
      Lenders shall have no duty to advise the Guarantor of information known to
      them regarding such circumstances or risks.

      11. The Agent and the Lenders agree that this Guaranty may be enforced
only by the action of the Agent and that no Lender shall have any right
individually to seek to enforce or to enforce this Guaranty or to realize upon
the security to be granted by the Guarantor Security Agreement, it being
understood and agreed that such rights and remedies may be exercised solely by
the Agent for the benefit of the Lenders upon the terms of this Guaranty and the
Guarantor Security Agreement.

      12. In order to induce the Lenders to make the Advances pursuant to the
Credit Agreement, the Guarantor represents, warrants and covenants that:

            (a) the Guarantor (i) is duly incorporated, validly existing and in
      good standing under the laws of the jurisdiction of its incorporation,
      (ii) has the corporate power and authority to own and operate its
      property, to lease the property it operates and to conduct the business in
      which it is currently engaged, (iii) is duly qualified as a foreign
      corporation and in good standing under the laws of each jurisdiction where
      its ownership, lease or operation of property or the conduct of its
      business requires such qualification and where the failure to be so
      qualified and in good standing could reasonably be expected to have a
      Material Adverse Effect, (iv) is not in violation of any applicable law,
      statute, rule, regulation or ordinance in any respect which could
      reasonably be expected to have a Material Adverse Effect, and (v) is not
      in violation of any order of any court, governmental authority or
      arbitration board or tribunal;

            (b) the Guarantor has the corporate power and authority to execute,
      deliver and perform each of the Other Documents to which it is a party
      (including, without limitation, this Guaranty) and


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<PAGE>

      has taken all necessary corporate action to authorize the execution,
      delivery and performance of each of the Other Documents to which it is a
      party (including, without limitation, this Guaranty);

            (c) no consent of any other Person and no consent or authorization
      of, filing with or other act by or in respect of, any Governmental Body or
      any other Person is required in connection with the execution, delivery or
      performance by the Guarantor, or the validity or enforceability of, the
      Other Documents to which the Guarantor is a party (including, without
      limitation, this Guaranty), except for consents, authorizations, filings
      or acts which have been made or obtained, as the case may be, and are in
      full force and effect;

            (d) the Other Document to which the Guarantor is a party (including,
      without limitation, this Guaranty) have been duly executed and delivered
      on behalf of the Guarantor and constitute the legal, valid and binding
      obligations of the Guarantor enforceable against the Guarantor in
      accordance with their respective terms, 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);

            (e) the execution, delivery and performance by the Guarantor of the
      Other Documents to which the Guarantor is a party (including, without
      limitation, this Guaranty) will not (i) violate any law, statute, rule,
      regulation or ordinance or any order, writ, junction or decree of any
      court, Governmental Body or arbitration board or tribunal, (ii) conflict
      or be inconsistent with or result in any breach of, any of the terms,
      covenants, conditions or provisions of, or constitute a default under, or
      (other than pursuant to the Credit Agreement or the Other Documents)
      result in the creation or imposition of (or the obligation to create or
      impose) any Lien upon any of the property or assets of the Guarantor
      pursuant to the terms of any indenture, mortgage, deed of trust, loan
      agreement, credit agreement or other material agreement or other
      instrument to which the Guarantor is a party or by which it or any of its
      property or assets is bound or to which it may be subject or (iii) violate
      any provision of the certificate of incorporation or by-laws of the
      Guarantor; and

      (f) except as disclosed in Schedule 5.8(b) to the Credit Agreement, there
      are no pending or threatened litigations, arbitrations, actions or
      proceedings relating to of affecting the Guarantor which could reasonably
      be expected to have a Material Adverse Effect.

      13. The Guarantor covenants and agrees that on and after the date hereof
and until the Obligations (other than indemnities in the Credit Agreement and
analogous provisions in the Other Documents which are not then due and payable)
have been paid in full, and the Credit Agreement has been terminated, the
Guarantor shall take, or will refrain from taking, as the case may be, all
actions that are necessary to be taken or not taken so that no violation of any
provision, covenant or agreement contained in Article VI or VII of the Credit
Agreement, and so that no Default or Event of Default, is caused by the actions
of the Guarantor or any of its Subsidiaries.

      14. The Guarantor hereby agrees to pay all costs and expenses of the Agent
and each Lender in connection with the enforcement of this Guaranty and any
amendment, waiver or consent relating hereto (including, without limitation, the
reasonable fees and disbursements of counsel employed by the Agent or any
Lender).


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<PAGE>

      15. This Guaranty shall be binding upon the Guarantor and its successors
and assigns and shall inure to the benefit of the Agent and the Lenders and
their respective successors and assigns.

      16. None of the terms or provisions of this Guaranty may be amended,
supplemented or otherwise modified except by a written instrument executed by
the Guarantor and the Agent, provided that any provision of this Pledge
Agreement may be waived by the Agent in a letter or agreement executed by the
Agent or by telex or facsimile transmission from the Agent.

      17. The Guarantor acknowledges that an executed (or conformed) copy of the
Credit Agreement and each Other Document has been made available to its
executive officers and such officers are familiar with the contents thereof.

      18. In addition to any rights now or hereafter granted under applicable
law (including, without limitation, Section 151 of the New York Debtor and
Creditor Law) and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default, the Agent and the
Lenders are hereby authorized at any time or from time to time, without notice
to the Guarantor or to any other Person, any such notice being expressly waived,
to set off and to appropriate and apply any and all deposits (general or
special) and any other indebtedness at any time held or owing by the Agent or
such Lender, as the case may be, to or for the credit or the account of the
Guarantor, against and on account of the obligations and liabilities of the
Guarantor to the Agent or such Lender, as the case may be, under any Other
Document (including, without limitation, under this Guaranty), irrespective of
whether or not the Agent or such Lender shall have made any demand hereunder and
although said obligations, liabilities, deposits or claims, or any of them,
shall be contingent or unmatured.

      19. Any notice or request hereunder may be given to the Guarantor at its
address (including telecopy number) set forth under its signature below or to
the Agent or any Lender at the address (including telecopy number) provided for
such party in Section 15.6 of the Credit Agreement or, in each case at such
other address as may hereafter be specified in a notice designated as a notice
of change of address under this Paragraph 20. Any notice or request hereunder
shall be given by (a) hand delivery, (b) overnight courier, (c) registered or
certified mail, return receipt requested, (d) telex or telegram, subsequently
confirmed by registered or certified mail, or (e) telecopy with electronic
confirmation of its receipt. Any notice or other communication required or
permitted pursuant to this Guaranty shall be deemed given (i) when personally
delivered to any officer of the party to whom it is addressed, (ii) on the
earlier of actual receipt thereof or three (3) days following posting thereof by
certified or registered mail, postage prepaid, (iii) upon actual receipt thereof
when sent by a recognized overnight delivery service or (iv) upon actual receipt
thereof when sent by telecopier with electronic confirmation of its receipt.

      20. If claim is ever made upon the Agent or any Lender for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Obligations and any of the aforesaid payees repays all or part of said
amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including any Borrower), then and in such event the
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon the Guarantor, notwithstanding any revocation hereof or
other instrument evidencing any liability of any Borrower, and the Guarantor
shall be and remain


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<PAGE>

liable to the aforesaid payees hereunder for the amount so repaid or recovered
to the same extent as if such amount had never originally been received by any
such payee.

      21. This Guaranty shall be governed by and construed in accordance with
the laws of the State of New York applied to contracts to be performed wholly
within the State of New York, without giving effect to the principles of
conflicts of law. Any judicial proceeding brought by or against the Guarantor
with respect to this Guaranty or any related agreement may be brought in the
Supreme Court of the State of New York located in the County of New York or in
the United States District Court for the Southern District of New York and, by
execution and delivery of this Guaranty, the Guarantor accepts for itself and in
connection with its properties, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Guaranty. The Guarantor hereby
waives personal service of any and all process upon it and consents that all
such service of process may be made by registered mail (return receipt
requested) directed to the Guarantor at its address set forth under its
signature below and service so made shall be deemed completed five (5) days
after the same shall have been so deposited in the mails of the United States of
America. Nothing herein shall affect the right to serve process in any manner
permitted by law or shall limit the right of Agent or any Lender to bring
proceedings against the Guarantor in the courts of any other jurisdiction. The
Guarantor waives any objection to jurisdiction and venue of any action
instituted hereunder in any court referred to above and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non
conveniens. Any judicial proceeding by the Guarantor against Agent or any Lender
involving, directly or indirectly, any matter or claim in any way arising out
of, related to or connected with this Guaranty or any related agreement, shall
be brought only in the Supreme Court of the State of New York located in the
County of New York or in the United States District Court for the Southern
District of New York.

      22. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS
GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      23. This Guaranty may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Guarantor and the Agent.


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<PAGE>

      24. All payments made by the Guarantor hereunder will be made without
setoff, counterclaim or other defense; provided, however, that this Section 25
shall not preclude the right of the Guarantor to make a claim in a separate
action that Guarantor has paid amounts of principal, interest or other charges
to the Lenders or the Agent in respect of the Advances in excess of the amounts
required to be paid by reason of an error in calculation by the Agent or the
Lenders (after applying the standard of manifest error when applicable to the
Borrowers).

      25. If any part of this Guaranty is contrary to, prohibited by, or deemed
invalid under applicable laws or regulations, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
invalid, but the remainder hereof shall not be invalidated thereby and shall be
given effect so far as possible.

      26. The Guarantor acknowledges that the rights and responsibilities of the
Agent under this Guaranty with respect to any action taken by the Agent or the
exercise or non-exercise by the Agent of any option, right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Guaranty shall, as among the Agent and the Lenders, be governed by the Credit
Agreement and such other agreements with respect thereto as may exist from time
to time among them but, as between the Agent and the Guarantor, the 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 neither the Guarantor nor
the Borrowers shall not be under any obligation or entitlement to make any
inquiry respecting such authority.

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

ATTEST:                                    RICHTON HOLDING CORP.

                                           By:
---------------------------                  -------------------------------
Name:                                      Name: Cornelius F. Griffin
Title:                                     Title: Chief Financial Officer

                                           Address for Notices to the Guarantor:

                                           767 Fifth Avenue
                                           New York, New York 10153
                                           Attn: Chief Executive Officer
                                           Telephone: (212) 751-4050
                                           Telecopier: (212) 956-2164


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