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                                                                   Exhibit 4.3.2


                                               R.A.B. HOLDINGS, INC.
                            13% Senior Note due 2008

                                                       CUSIP No.: 749199 - AC9

No.  AC7 - #1                                               $2,000,000

         R.A.B. HOLDINGS, INC., a Delaware corporation ("Holdings," which term
includes any successor corporation), for value received, promises to pay to Cede
& Co. or registered assigns the principal sum of Two Million Dollars
($2,000,000), on May 1, 2008.

         Interest Payment Dates: May 1 and November 1, commencing on November 1,
2002.

         Interest Record Dates: April 15 and October 15.

         Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.

         IN WITNESS WHEREOF, Holdings has caused this Security to be signed
manually or by facsimile by its duly authorized officer.

                                 R.A.B.  HOLDINGS, INC.


                                 By:   /s/ Steven M. Grossman
                                       ----------------------------------------
                                       Name:  Steven M. Grossman
                                       Title: Executive Vice President

Dated: May 1, 2002




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                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This is one of the 13% Senior Notes due 2008, described in the
within-mentioned Indenture.

Dated: May __, 2002

                                     JPMORGAN CHASE BANK, as Trustee


                                     By:
                                           ------------------------------------
                                           Authorized Signatory



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                              R.A.B. HOLDINGS, INC.

                            13% Senior Note due 2008



1.       Interest.

         R.A.B. HOLDINGS, INC., a Delaware corporation ("Holdings"), promises to
pay cash interest on the principal amount of this Security at the rate per annum
shown above. Cash interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from May
1, 1998. Holdings will pay interest semi-annually in arrears on each Interest
Payment Date, commencing on November 1, 1998. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         The Company shall pay interest on overdue principal from time to time
on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Securities.

2.       Method of Payment.

         Holdings shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date even
if the Securities are canceled on registration of transfer or registration of
exchange after such Interest Record Date. Holders must surrender the Securities
to a Paying Agent to collect principal payments. Holdings shall pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
Holdings may pay principal and interest by wire transfer of Federal funds
(provided that the Paying Agent shall have received wire instructions on or
prior to the relevant Interest Record Date), or cash interest by check payable
in such U.S. Legal Tender. Holdings may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

3.       Paving Agent and Registrar.

         Initially, PNC Bank, National Association (the "Trustee") will act as
Paying Agent and Registrar. Holdings may change any Paying Agent or Registrar
without notice to the Holders. Holdings may, subject to certain exceptions, act
as Registrar.

4.       Indenture.

         Holdings issued the Securities under an Indenture, dated as of May 1,
1998 (the "Indenture"), by and between Holdings and the Trustee. Capitalized
terms herein are used as defined in the Indenture unless otherwise defined
herein. This Security is one of a duly authorized issue of Securities of
Holdings designated as its 13% Senior Notes due 2008, limited in aggregate
principal amount at maturity to $2,000,000, which may be issued under the
Indenture. The Securities consist of the Original Securities (as defined in the
Indenture). All Securities issued under the Indenture are treated as a single
class of securities under the Indenture. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.77aaa-77bbbb) (the "TIA"),
as in effect on the date of the Indenture (except as otherwise indicated in the
Indenture) until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of them. The Securities are general unsecured obligations of
Holdings.


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5.       Optional Redemption.

         The Securities will be redeemable, at Holdings' option, in whole or in
part at any time, on and after May 1, 2003, upon not less than 30 nor more than
60 days notice, at the following redemption prices (expressed as percentages of
the principal amount thereof) if redeemed during the twelve-month period
commencing on May 1 of the year set forth below, plus, in each case, accrued and
unpaid interest thereon, if any, to the date of redemption:

              Year                                       Percentage
              ----                                       ----------
              2003                                       106.500%
              2004                                       104.333%
              2005                                       102.167%
              2006 And thereafter                        100.000%


6.       Notice of Redemption.

         Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. The Trustee may select for
redemption portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof.

         If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption so long as Holdings has deposited with the Paying Agent for the
Securities funds in satisfaction of the redemption price pursuant to the
Indenture and the Paying Agent is not prohibited from paying such funds to the
Holders pursuant to the terms of the Indenture.

7.       Change of Control Offer.

         Following the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), Holdings shall, within 30 days
after the Change of Control Date, be required to offer to purchase all
Securities then outstanding at a purchase price equal to 101% of the principal
amount at maturity plus accrued and unpaid interest to the date of purchase.



                                       2
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8.       Limitation on Disposition of Assets.

                  Holdings is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Securities and any Pari Passu
Indebtedness at a purchase price equal to, with respect to the Securities, 100%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of purchase, and with respect to any Pari Passu Indebtedness,
an amount not greater than 100% of the principal amount or accreted value of
such Pari Passu Indebtedness with the proceeds of certain asset dispositions.

9.       Denominations; Transfer; Exchange.

         The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

10.      Persons Deemed Owners.

         The registered Holder of a Security shall be treated as the owner of it
for all purposes.

11.      Unclaimed Funds.

         If funds for the payment of principal or interest remain unclaimed for
two years, the Trustee and the Paying Agent will repay the funds to Holdings at
its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

         Holdings may be discharged from its obligations under the Indenture and
the Securities, except for certain provisions thereof, and may be discharged
from obligations to comply with certain covenants contained in the Indenture and
the Securities, in each case upon satisfaction of certain conditions specified
in the Indenture.

13.      Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture and the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding, and any
existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of the
Holders, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities or comply with any requirements of the SEC in connection with the
qualification of the Indenture under the TIA, or make any other change that does
not materially adversely affect the rights of any Holder.


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14.      Restrictive Covenants.

         The Indenture contains certain covenants that, among other things,
limit the ability of Holdings and the Restricted Subsidiaries to make restricted
payments, to incur indebtedness, to sell assets, to permit restrictions on
dividends and other payments by Subsidiaries to Holdings, to consolidate, merge
or sell all or substantially all of its assets and to engage in transactions
with affiliates. The limitations are subject to a number of important
qualifications and exceptions. Holdings must report annually to the Trustee on
compliance with such limitations.

15.      Defaults and Remedies.

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

16.      Trustee Dealings with Holdings.

         The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with Holdings, its Subsidiaries or their respective Affiliates as if it were not
the Trustee.

17.      No Personal Liability of Directors, Officers, Employees and
Stockholders.

         No director, officer, employee or stockholder, as such, of Holdings or
any of its Affiliates, or any of their respective heirs, estates or personal
representatives, shall have any liability for any obligations of Holdings under
the Securities or the Indenture or for any claim based on, or in respect of, or
by reason of, such obligations or their creation. Each holder of Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

18.      Authentication.

         This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.

19.      Abbreviations and Defined Terms.

         Customary abbreviations may be used in the name of a Holder of a
Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).



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20.      CUSIP Numbers.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, Holdings has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

21.      Governing Law.

         The laws of the State of New York shall govern the Indenture and this
Security without regard to principles of conflicts of laws to the extent that
the application of the laws of another jurisdiction would be required thereby.




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                                 ASSIGNMENT FORM




I or we assign and transfer this Security to

----------

----------
(Print or type name, address and zip code of assignee or transferee)

----------
(Insert Social Security or other identifying number of assignee or transferee)

 and irrevocably appoint
                         -------------------------------------------------------

agent to transfer this Security on the books of Holdings. The agent may
substitute another to act for him.

Dated:                              Signed:
       --------------------                 --------
                                             (Signed exactly as name appears
                                             on the other side of this Security)

Signature Guarantee:
                     ---------------
                     Participant in a recognized Signature Guarantee
                     Medallion Program (or other signature guarantor
                     program reasonably acceptable to the Trustee)



<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE





         If you want to elect to have this Security purchased by Holdings
pursuant to Section 4.05 or Section 4.16 of the Indenture, check the appropriate
box:

         Section 4.05 [  ]                           Section 4.16 [  ]

         If you want to elect to have only part of this Security purchased by
Holdings pursuant to Section 4.05 or Section 4.16 of the Indenture, state the
amount: $________

Dated:                            Signed:
       --------------------               ----------
                                           (Signed exactly as name appears
                                           on the other side of this Security)

Signature Guarantee:
                     ---------------
                     Participant in a recognized Signature Guarantee
                     Medallion Program (or other signature guarantor
                     program reasonably acceptable to the Trustee