EXHIBIT 10.28


                                 PROMISSORY NOTE

$150,000                                                 New York, New York
                                                         January 14, 1998


         FOR VALUE RECEIVED, receipt of which is hereby acknowledged,  REMINGTON
PRODUCTS COMPANY,  L.L.C., a Delaware limited liability company (the "Company"),
hereby  promises  to pay to the  order  of Allen S.  Lipson  ("Executive'),  the
principal  sum of $150,000  (the  "Principal  Amount"),  in lawful  money of the
United States of America,  together with interest on the unpaid Principal Amount
of six and one half percent  (6.5%) per annum,  such  interest to be paid on the
date of  issuance  and on each and every  March 31,  June 30,  September  30 and
December 31 thereafter.

         1. The outstanding Principal Amount and any unpaid and accrued interest
shall be paid in full by the  Company  without  notice or demand on the first to
occur of the following:

                  a. Within sixty days following the  termination of Executive's
employment  with  the  Company  or any of its  subsidiaries;  provided,  that if
Executive's  employment  is  terminated  for Cause,  the  Company  shall have no
further  obligation  to make  any  payment  of the  Principal  Amount  and  this
Promissory Note shall be deemed canceled.

                  b. Upon the Payment  Date, as such term is defined in the Time
Based Phantom Equity  Agreement,  Performance Based Phantom Equity Agreement and
Super Performance  Based Phantom Equity Agreement,  each between the Company and
Executive and each dated the same date as this Payment Note (the  "Agreements");
provided,  that  if (i) the  Payment  Date  occurs  for any  reason  other  than
termination  of  Executive's   employment   with  the  Company  or  any  of  its
subsidiaries  and (ii) the aggregate  amount of all Phantom Equity  Payments (as
defined in the Agreements) due Executive is less than the outstanding  Principal
Amount, the outstanding  Principal Amount shall be automatically reduced so that
it equals the aggregate amount of such Phantom Equity Payments and any remaining
amounts that may have been due under this Note are forfeited.

         2. For purposes of this Promissory Note, "Cause" shall mean termination
of the employment of Executive by the Company or any  subsidiary  thereof due to
(a) the  commission by Executive of an act of fraud or  embezzlement  (including
the  unauthorized  disclosure of confidential or proprietary  information of the
Company or any of its subsidiaries  which results in material  financial loss to
the Company or any of its  subsidiaries),  (b) the  commission by Executive of a
felony, (c) the willful misconduct of Executive as an employee of the Company or
any of its subsidiaries  which is reasonably likely to result in material injury
or financial loss to the Company or any of its  subsidiaries  or (d) the willful
failure of Executive to render services to


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the  Company  or any  of its  subsidiaries  in  accordance  with  the  terms  of
Executive's   employment   which  failure  amounts  to  a  material  neglect  of
Executive's  duties  to the  Company  or any of its  subsidiaries.  In the event
Executive  terminates his employment and at such time Executive was under active
investigation by the Company or any of its subsidiaries for possible termination
for Cause and  thereafter  the  Company  makes a good faith  determination  that
sufficient facts existed to support Executive's termination for Cause or, within
45 days  following  such  resignation,  the  Company or any of its  subsidiaries
obtains information which, if known prior to Executive's resignation, would have
permitted the Company to terminate  Executive for Cause,  the Executive shall be
deemed  terminated for Cause for all purposes of this Agreement  notwithstanding
the fact that Executive had resigned.

         3. All payments of the Principal  Amount and interest  thereon shall be
made by the Company to an account designated by the holder of this Note.

         4.  The  Company  may,  at its  option,  prepay  all or any part of the
Principal Amount at any time before  maturity,  provided that such prepayment is
first applied to all accrued and unpaid interest through the date of prepayment.

         5. The Company hereby waives presentment for payment, demand, notice of
nonpayment,  notice of protest and all other notices in connection the delivery,
acceptance, performance, default, dishonor or enforcement of the payment of this
Note.

         6. No delay or omission by  Executive  in the exercise of any rights or
remedies shall operate as a waiver thereof and no single or partial  exercise by
Executive of any rights or remedies  shall  preclude  other or further  exercise
thereof or of any other right or remedy.

         7. This instrument  shall be construed  according to and be governed by
the laws of the State of New York  without  regard to laws as to the conflict of
laws.

                                        REMINGTON PRODUCTS COMPANY,  L.L.C.

                                             /s/ Neil P. DeFeo
                                        By:--------------------
                                             President



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