EXHIBIT 10.27


                SUPER PERFORMANCE BASED PHANTOM EQUITY AGREEMENT

         SUPER PERFORMANCE BASED PHANTOM EQUITY AGREEMENT (this  "Agreement") is
made as of ______________,  by and between Remington Products Company, L.L.C., a
Delaware  limited  liability  company (the  "Company"),  and  __________________
("Executive").

         WHEREAS, on the terms and subject to the conditions hereof, the Company
desires to grant  Executive  certain  rights in any increase in the value of the
equity of the Company under certain events.

         NOW,   THEREFORE,   in  order  to  implement   the   foregoing  and  in
consideration  of  the  mutual   representations,   warranties,   covenants  and
agreements contained herein, the parties hereto agree as follows:

         1 Definitions.  For the purposes of this Agreement, the following terms
shall have the meanings set forth below:

                  1.1 "Agreement": the meaning set forth in the preface.

                  1.2  "Applicable  Percentage":  the  percentage  set  forth in
Schedule A attached hereto; provided, that such percentage may be adjusted, from
time to time, by the Management Committee pursuant to Section 12.2 herein. .

                  1.3 "Cause": 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 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


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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.

                  1.4  "Common  Units":  the common  units of the Company or the
common stock of a corporation that is the successor of the Company.

                  1.5 "Company": the meaning set forth in the preface.

                  1.6  "Company  Sale":  the  meaning  set forth in the  Limited
Liability  Company  Agreement.  Under no  circumstances  shall a Company Sale be
deemed to include liquidation or bankruptcy of the Company.

                  1.7  "Disability":  the  inability of Executive to perform the
essential   functions   of   Executive's   job,   with  or  without   reasonable
accommodation,  by reason of a physical or mental  infirmity,  for a  continuous
period of six months. The period of six months shall be deemed continuous unless
Executive returns to work for at least 30 consecutive  business days during such
period and performs during such period services at the level and competence that
were performed prior to the beginning of the six-month period.  The date of such
Disability  (for  purposes  of  determining  the  date  of  the  termination  of
Employment  in the event of such  Disability)  shall be on the first day of such
six-month period.

                  1.8 "EBITDA":the meaning set forth in the Credit and Guarantee
Agreement.

                  1.9  "Employee":  any employee (as defined in accordance  with
the regulations and revenue rulings then applicable under Section 3401(c) of the
Internal  Revenue  Code  of  1986,  as  amended)  of the  Company  or any of its
subsidiaries,  and the term  "Employment"  shall  include  service as a part- or
full-time Employee to the Company or any of its subsidiaries

                  1.10  "Equity": the Common Units and Preferred Capital.

                  1.11 "Fair Market Value": the average of the closing prices of
the sales of the Company's Common Units on all securities exchanges on which the
Common  Units may at the time be listed,  or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day the Common Units
are not so listed, the average of the representative bid and asked prices quoted
in the  NASDAQ  System as of 4:00  p.m.,  New York  time,  or, if on any day the
Common Units are not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic  over-the-counter  market as
reported by the National Quotation Bureau Incorporated, or any similar successor
organization,  in each such case averaged over a period of 21 days consisting of
the day as of  which  the Fair  Market  Value  is  being  determined  and the 20
consecutive business days prior to such day, plus in each case, the value of the
outstanding  Preferred  Capital,  if  any,  determined  in  good  faith  by  the
Management  Committee.  If at any time the  Common  Units are not  listed on any
securities  exchange  or quoted  in the  NASDAQ  System or the  over-the-counter


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market,  the Fair Market Value shall be the fair value of the Equity  determined
in good faith by the Management Committee taking into consideration the current,
historical and projected  EBITDA of the Company and recognizing  that control of
the Company is not being sold at such time.

                  1.12 "Financing Default":  an event which would constitute (or
with notice or lapse of time or both would constitute) an event of default under
any of the following as they may be amended,  supplemented or modified from time
to time:  (a) the Credit and  Guarantee  Agreement  (the  "Credit and  Guarantee
Agreement")and Indenture (collectively, the "Senior Financing Agreements") dated
as  of  May  23,  1996,  as  amended,   among  the  Company  and  the  financial
institutions,  agents and trustees party thereto, and any extensions,  renewals,
refinancings or refundings thereof in whole or in part; (b) any provision of the
Limited  Liability  Company  Agreement or the  certificate of  incorporation  or
limited liability company agreement of any of its subsidiaries,  as the case may
be, as in effect on the Grant Date and (c) any of the securities issued pursuant
to or whose terms are governed by the terms of any of the  agreements  set forth
in clauses (a) and (b) above,  and any  extensions,  renewals,  refinancings  or
refundings thereof in whole or in part.

                  1.13 "Fully Diluted Basis":  assumes all outstanding  options,
warrants and other rights to receive Common Units are fully vested and have been
exercised,  excluding  any  Phantom  Equity  Payment  (as  defined in Section 3)
hereunder.

                  1.14 "Grant Date": ___________________

                  1.15 " IPO" the  consummation of an initial public offering of
Common  Units or common  stock of a  corporation  that is the  successor  to the
Company or which owns, directly or indirectly, more than 50% of the Common Units
of the Company or its successor,

                  1.16 " IPO Exit  Transaction"  means the first  date after the
consummation of an IPO on which Vestar Equity Partners, L.P., a Delaware limited
partnership and its affiliates  (not including  employees of the general partner
of Vestar) own less than 10% of the Common Units.

                  1.17 "Limited  Liability  Company  Agreement" :the Amended and
Restated Limited Liability Company Agreement of the Company, dated as of May 16,
1996, by and between RPI Corp.  (formerly Remington Products,  Inc.), a Delaware
corporation,  Vestar Shaver Corp.,  a Delaware  corporation  ("Shaver"),  Vestar
Razor Corp., a Delaware  corporation  ("Razor"),  and the individuals  listed as
management  members on Schedule A thereto,  as the same may be amended from time
to time.

                  1.18   "Management   Committee":   the  Company's   Management
Committee or any board of directors or similar  governing body of a successor to
the Company.

                  1.19 "Payment  Date" : the date that is no later than the 60th
day after the occurrence of the Payment Event.

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                  1.20 "Payment  Event" : the occurrence of any of the following
(a) a Company Sale (b) an IPO Exit  Transaction , (c) an IPO, (d) termination of
Executive's  Employment because of death or Disability,  or (e) at the Company's
option, termination of Executive's Employment for any reason other than death or
Disability.

                  1.21  "Phantom  Equity  Payment":  the  meaning  set  forth in
Section 3 below.

                  1.22 "Preferred Capital": the preferred capital of the Company
or the preferred stock of a corporation that is the successor of the Company.

                  1.23  "Residual  Equity  Value":  (a) in the case of a Company
Sale, the aggregate net amount (including cash, non-cash and any deferred payout
amounts)  available for distribution to the issued and outstanding  Equity (on a
Fully Diluted Basis),  after the payment of all fees and expenses of the Company
incurred in  connection  with such sale,  (b) in the case of an IPO and IPO Exit
Transaction,  the  valuation  of the  Company's  Equity  implied  in the  public
offering,  after giving  effect to the shares issued in such IPO, and (c) in the
case of a  termination  of  Employment,  Fair  Market  Value of the  issued  and
outstanding  Equity  (on a Fully  Diluted  Basis) as of the last day of the last
fiscal quarter ending immediately prior to the occurrence of such termination of
Employment.

                  1.24   "Securityholders    Agreement":   the   Securityholders
Agreement dated as of May 16, 1996 among Shaver,  Razor,  Vestar, RPI, Victor K.
Kiam, II and other equity holders of the Company.

                  1.25 "Vested  Percentage" : shall be determined by meeting the
Performance  Criteria and Event Criteria.  In order to be fully vested, both the
Performance Criteria and Event Criteria must be met.

                           (a)  Performance  Criteria : 100% when  EBITDA is (i)
         $50 million or greater for any trailing 12 months  period,  measured at
         the end of any calendar  quarter  prior to January 1, 2002 and (ii) not
         less than $45 million for the  immediately  following 12 month  period.
         Performance  Criteria  shall be determined by  achievement,  if any, of
         only the initial  EBITDA  target under clause (i) above if less than 12
         months has lapsed  following  achievement of such EBITDA target and the
         satisfaction of the Event Criteria.

                           (b) Event  Criteria:  (i) a Company  Sale, or (ii) an
         IPO Exit  Transaction,  or (iii) an IPO, to the extent the  Performance
         Criteria  was met prior to the IPO, and (iv)  immediately  prior to any
         reorganization  of the Company  from a limited  liability  company to a
         corporation   which  is  necessitated  by  a  Company  Sale,  IPO  Exit
         Transaction or IPO;  provided,  that if the proposed  Company Sale, IPO
         Exit Transaction or IPO is not consummated after a reorganization,  the
         Event Criteria shall have be deemed not to have been satisfied.

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         2 Confirmation of Grant, Phantom Equity Payment.  Pursuant to the terms
and subject to the  conditions set forth in this  Agreement,  the Company hereby
evidences and confirms the grant to  Executive,  effective on the Grant Date, of
the right to receive  the  Phantom  Equity  Payment.  Upon the  occurrence  of a
Payment Event resulting from a Company Sale, an IPO Exit  Transaction or an IPO,
Executive shall be entitled to receive an amount equal to the Vested  Percentage
of the Applicable  Percentage of the Residual  Equity Value (the "Phantom Equity
Payment").

                  2.1 Company Sale If the Payment  Event is a Company  Sale,  at
the Company's option:

                           (a) on the Payment  Date,  the Company  shall pay the
         Phantom Equity Payment first by the  cancellation of  indebtedness,  if
         any, owing from Executive to the Company or any of its subsidiaries and
         the remainder by the Company's  delivery of a check or wire transfer of
         immediately  available  funds for the  remainder of the Phantom  Equity
         Payment, if any; or

                           (b)  immediately  prior to the closing of the Company
         Sale,  the Company  shall  convert the  Applicable  Percentage  into an
         identical  percentage of the issued and outstanding  Equity (on a Fully
         Diluted Basis) and issue to Executive  certificates for the appropriate
         number of Common Units and  Preferred  Capital of the Company,  in full
         satisfaction  of the Phantom  Equity  Payment due Executive  hereunder;
         provided,  that if the Company Sale is structured  to include  non-cash
         consideration,  the Company  shall assure that the  Executive  receives
         such portion of the Phantom  Equity  Payment in cash and the balance in
         Common Units and  Preferred  Capital of the Company in order to provide
         Executive  with  sufficient  funds to pay any Federal and state  income
         taxes that will result from the receipt of the Phantom Equity Payment.

In the event  Executive  fails or  refuses  to  comply,  if  required,  with the
provisions of Section 5 of this Agreement,  or to execute the Limited  Liability
Company Agreement and Securityholders  Agreement,  the obligation of the Company
to make any Phantom  Equity  Payment to  Executive  under this  Agreement  shall
immediately cease.

                  2.2 IPO Exit Transaction.  If the Payment Event is an IPO Exit
Transaction,  on the  Payment  Date,  the Company  shall pay the Phantom  Equity
Payment first by the cancellation of indebtedness,  if any, owing from Executive
to the Company or any of its  subsidiaries  and the  remainder by the  Company's
delivery of a check or wire  transfer  of  immediately  available  funds for the
remainder of the Phantom Equity Payment.

                  2.3 IPO If the Payment  Event is an IPO, on the Payment  Date,
the Company shall pay the Phantom  Equity Payment first by the  cancellation  of
indebtedness,  if  any,  owing  from  Executive  to  the  Company  or any of its


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subsidiaries and the remainder, at the Company's option:

                           (a) by the  Company's  delivery  of a  check  or wire
         transfer  of  immediately  available  funds  for the  remainder  of the
         Phantom Equity Payment, if any, or

                           (b) by the  Company's  delivery  of a  check  or wire
         transfer of  immediately  available  funds in an amount equal to 40% of
         the remainder of the Phantom Equity  Payment,  if any, and the delivery
         of stock  certificates  for the appropriate  number of common shares of
         the  Company  at the IPO price for the  balance of the  Phantom  Equity
         Payment.

In the event  Executive  fails or  refuses  to  comply,  if  required,  with the
provisions of Section 5, or to execute the Limited  Liability  Company Agreement
and Securityholders Agreement, the obligation of the Company to make any Phantom
Equity Payment to Executive under this Agreement shall immediately cease. In the
event that the  effective  date of the IPO is prior to December 30, 2002 and the
Performance Criteria at such time was not achieved,  this Agreement shall remain
in effect after the IPO.

         3 Termination of Employment

                  3.1 Solely for purposes of this Section 3 and  notwithstanding
anything to the contrary  contained  herein,  if the  Executive's  Employment is
terminated by the Company  without Cause prior to the third  anniversary  of the
Grant Date and a Company  Sale occurs less than 90 days after such  termination,
the  Performance  Criteria  portion of the Vested  Percentage  as of the date of
termination of Employment  shall be determined in accordance  with clause (i) of
Section 1.25(a) but the Payment Event shall be deemed the Company Sale.

                  3.2 Upon termination of Executive's  Employment for any reason
other than death or  Disability,  the  Company  shall  have the  option,  at the
Company's  sole  discretion,  of waiving the Event  Criteria and  treating  such
termination  as a Payment  Event in which  case the Vested  Percentage  shall be
determined solely by reference to the Performance  Criteria. If the Company does
not elect to waive the Event  Criteria,  the Company shall have no obligation to
make any Phantom  Equity Payment until the Event Criteria shall be met. Upon the
occurrence  of the Event  Criteria,  the Company shall pay Executive the Phantom
Equity Payment in accordance with Section 2, but the Performance  Criteria shall
be determined as of the date of termination of Employment.

                  3.3 Upon termination of Executive's  Employment as a result of
death or  Disability,  or in the  event  the  Company  elects to waive the Event
Criteria,  the Vested  Percentage shall be determined solely by reference to the
Performance  Criteria and on the Payment Date, the Company shall pay the Phantom
Equity Payment first by the  cancellation  of  indebtedness,  if any, owing from
Executive to the Company or any of its  subsidiaries  and the remainder,  at the
Company's option:

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                           (a) by the  Company's  delivery  of a  check  or wire
         transfer of  immediately  a available  funds for the  remainder  of the
         Phantom Equity Payment, if any; or

                           (b) by the  Company's  delivery  of a  check  or wire
         transfer  of  immediately  available  funds for an amount  equal to one
         fifth of the remainder of the Phantom  Equity  Payment,  if any, and by
         the Company's  delivery of an unsecured  subordinated  promissory  note
         (which  shall be  subordinated  and subject in right of payment only to
         the  prior  payment  of any  funded  indebtedness  outstanding)  of the
         Company (a "Payment  Note") in a principal  amount equal to the balance
         of  the  Phantom   Equity   Payment,   payable  in  four  equal  annual
         installments  commencing  on the  first  anniversary  of  the  issuance
         thereof and bearing interest payable annually at the publicly announced
         prime rate of Chase Manhattan  Bank,  N.A., on the date of issuance and
         each June 30 and December 31 thereafter

         4  Suspension of Phantom Equity Payment.

                  4.1 Notwithstanding anything to the contrary contained in this
Agreement,  the Company shall not be obligated to pay the Phantom Equity Payment
at any time pursuant to Sections 2 and 3,  regardless of whether a Payment Event
has occurred,  to the extent that (a) such Phantom Equity Payment (together with
any other Phantom Equity Payments  pursuant to other Phantom Equity  Agreements)
would result (i) in a violation of any law, statute,  rule,  regulation,  order,
writ,  injunction,  decree or judgment  promulgated  or entered by any  federal,
state,  local or  foreign  court or  governmental  authority  applicable  to the
Company  or any of its  subsidiaries  or any of its or their  material  property
(which  violation  is  material  to the  Company)  or (ii) after  giving  effect
thereto,  in a Financing  Default,  or (b) if immediately  prior to such payment
there exits a Financing Default which prohibits such payment. The Company shall,
within fifteen days of learning of any such default, so notify Executive that it
is not obligated to pay the Phantom Equity Payment otherwise due hereunder.

                  4.2 Any Phantom  Equity Payment which the Company is obligated
to make to Executive  pursuant to Sections 2 and 3, but which in accordance with
Section 4.1 is not made on the Payment Date,  shall be paid by the Company on or
prior  to the  fifteenth  day  after  such  date or dates  that it is no  longer
prohibited from making such payment under Section 4.1 (after taking into account
any  payments  to be  made  at  such  time  pursuant  to  other  Phantom  Equity
Agreements), and the Company shall give Executive five days prior written notice
of any such payment.

         5 Investment Representations and Covenants of the Executive.

                  5.1 In the event Executive is to receive Common Units pursuant
to the  provisions  of Section 2.3,  Executive  shall execute and deliver to the
Company the Securityholders Agreement.


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                  5.2 The Executive  acknowledges  and represents that Executive
has been  advised by the Company  that any Common  Units  delivered to Executive
pursuant to Section 2.3:
                           (a) shall not have been registered under the 
          Securities Act;

                           (b)  must be held  indefinitely  and  Executive  must
         continue to bear the  economic  risk of such  investment  in the Common
         Units  unless the offer and sale of such Common  Units is  subsequently
         registered under the Securities Act and all applicable state securities
         laws or an exemption from such registration is available;

                           (c) a restrictive  legend in the form required by the
         Securityholders   Agreement   shall  be  placed  on  the   certificates
         representing the Common Units;

                           (d) a  notation  shall  be  made  in the  appropriate
         records of the Company  indicating that the Common Units are subject to
         restrictions  on transfer and  appropriate  stop transfer  instructions
         will be issued to the transfer agent with respect to the Common Units.

                  5.3 Prior to receiving  any Common  Units  pursuant to Section
2.3, Executive shall represent and warrant that:

                           (a)  Executive's  financial  situation  is such  that
         Executive  can afford to bear the  economic  risk of holding the Common
         Units  for an  indefinite  period  of  time,  has  adequate  means  for
         providing for Executive's current needs and personal contingencies, and
         can afford to suffer a complete loss of  Executive's  investment in the
         Common Units;

                           (b) Executive's knowledge and experience in financial
         and business  matters are such that  Executive is capable of evaluating
         the merits and risks of the investment in the Common Units;

                           (c) Executive understands that the Common Units are a
         speculative  investment which involves a high degree of risk of loss of
         Executive's investment therein,  there are substantial  restrictions on
         the  transferability of the Common Units, there may be no public market
         for the  Common  Units and,  accordingly,  it may not be  possible  for
         Executive to liquidate Executive's investment in case of emergency,  if
         at all.

         6  Call Option.

                  6.1 The Company shall have the right and option to purchase up
to all of the Common Units received by Executive pursuant to Section 2.3 at Fair
Market Value within 180 days following  termination  of  Executive's  Employment
prior to the first  anniversary  of the Payment  Event (a) by Executive  for any
reason other than Disability, death, retirement or (b) by the Company for Cause.


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                  6.2 The Company shall have the right and option to purchase up
to fifty (50%)  percent of the Common Units  received by  Executive  pursuant to
Section  2.3 at Fair  Market  Value  within 180 days  following  termination  of
Executive's  Employment prior to the second anniversary of the Payment Event (a)
by Executive for any reason other than Disability,  death,  retirement or (b) by
the Company for Cause.

                  6.3 The Company  shall have the right to  exercise  the option
granted by Sections 6.1. and 6.2 within 180 following the date of termination of
Executives's  Employment by sending written notice to Executive of its intention
to  purchase  the Common  Units,  specifying  the  number of Common  Units to be
purchased.  Subject to the  provisions of Section 4, the closing of the purchase
shall take place at the principal  office of the Company on a date  specified by
the Company no later than the 60th day after the giving of the written notice to
Executive.  The Company  shall pay the  purchase  price for the Common  Units it
purchases against delivery of the certificates or other instruments representing
the Common Units so purchased,  duly endorsed.  first,  by the  cancellation  of
indebtedness,  if  any,  owing  from  Executive  to  the  Company  or any of its
subsidiaries  and the  remainder,  by the Company's  delivery of a check or wire
transfer of  immediately  a available  funds for the  remainder  of the purchase
price, if any.

                  6.4 Solely for the purposes of this Section 6, in  determining
the Fair  Market  Value of the  Common  Units to be  purchased,  the  Management
Committee may, in good faith, take into  consideration the fact that the sale by
Executive of such shares may negatively  impact the price of the publicly traded
Common Units.

                  6.5 Notwithstanding anything to the contrary contained herein,
the  Company's  right and  option to  purchase  Common  Units  pursuant  to this
Sections 6 shall  automatically  terminate upon the occurrence of a Company Sale
or an IPO Exit Transaction.

         7 Transfers of Phantom Equity Payment. Executive may transfer the right
to receive the Phantom Equity Payment only upon his death pursuant to applicable
laws of descent and  distribution.  Any  transfer or  attempted  transfer of the
right to receive the Phantom  Equity  Payment in violation  of any  provision of
this Agreement shall be void.

         8 Tax Withholding. Whenever any cash payment is to be made hereunder or
Common  Units are to be issued  pursuant  to the  terms of this  Agreement,  the
Company  shall have the power to  withhold,  require  Executive  to remit to the
Company in cash or offset against any amounts otherwise payable to Executive, an
amount sufficient to satisfy all Federal,  state, local and foreign  withholding
tax requirements relating to such transaction and the Company may defer any cash
payment or issuance of Common Units until such requirements are satisfied.

         9  Executive's  Employment  by the Company.  Nothing  contained in this
Agreement  shall be deemed to  obligate  the  Company or any  subsidiary  of the
Company  to employ  Executive  in any  capacity  whatsoever  or to  prohibit  or
restrict the Company (or any such subsidiary) from terminating the employment of
Executive at any time or for any reason whatsoever, with or without Cause.


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         10  Administration  by Management  Committee.  This Agreement  shall be
administered  by the  Management  Committee,  which  shall  have full  power and
authority to construe and administer this Agreement as it may deem advisable.

         11 Binding  Effect.  The provisions of this Agreement  shall be binding
upon and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.

         12 Amendments: Adjustment of Applicable Percentage.

                  12.1 This  Agreement may be amended only by a written  consent
signed by the parties hereto;  provided,  that, the Management Committee may, in
good faith, make whatever  modifications to this Agreement may be necessary as a
result  of any  reorganization  of  the  Company  required  in  connection  with
refinancing  of  the  Company's  outstanding  debt  for  money  borrowed  or the
acquisition or disposition of a material  amount of assets.  Executive  shall be
notified in writing of any such  modification  or change to this  Agreement.  No
waiver by any party  hereto of any of the  provisions  hereof shall be effective
unless set forth in a writing executed by the party so waiving.

                  12.2 The Management Committee may, in good faith, from time to
time make  appropriate  adjustments  to the  Applicable  Percentage set forth in
Schedule A attached hereto as a result of the issuance of new Equity (to include
but not be limited to:  Common  Units,  Preferred  Capital,  options,  rights or
warrants to acquire Common Units or any security convertible into Equity) by the
Company,  the creation of additional or new phantom equity  programs.  Executive
shall  be  notified  in  writing  of any  such  modification  to the  Applicable
Percentage.

         13 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance  with the laws of the State of New York without regard to
the conflicts of law principles thereof.

         14  Jurisdiction.  Any suit action or  proceeding  with respect to this
Agreement,  or any judgment  entered by any court in respect  thereof,  shall be
brought in any court of  competent  jurisdiction  in the State of New York,  and
both the Company and Executive  hereby submit to the exclusive  jurisdiction  of
such courts for the purpose of any such suit,  action,  proceeding  or judgment.
Executive and the Company hereby  irrevocably  waive any objections which either
may now or  hereafter  have to the  laying of the  venue of any suit,  action or
proceeding  arising out of or relating to this Agreement brought in any court of
competent  jurisdiction in the State of New York, and hereby further irrevocably
waive,  any claim that any such suit,  action or proceeding  brought in any such
court has been brought in an inconvenient forum.

         15 Notices. All notices and other communications  hereunder shall be in
writing and shall be deemed to have been duly given when personally  delivered,


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telecopied  (with  confirmation  of  receipt),  two days  after  deposit  with a
reputable  overnight  delivery  service  (charges  prepaid) and three days after
deposit in the U.S. Mail (postage  prepaid and return receipt  requested) to the
address  set  forth  below or such  other  address  as the  recipient  party has
previously delivered notice to the sending party.

                  (i)      If to the Company:

                           Remington Products Company, L.L.C.
                           60 Main Street
                           Bridgeport CT 06604
                           Attention: General Counsel
                           Telecopy:    203-366-7707

                           and

                           Remington Products Company, L.L.C.
                           c/o Vestar Equity Partners, L.P.
                           245 Park Avenue, 41st Floor
                           New York, NY 10167
                           Attention:       Robert L. Rosner
                           Telecopy:     212-808-4922

                           with a copy to:

                           Kirkland & Ellis
                           655 Fifteenth Street N.W.
                           Washington, D.C. 20005-5793
                           Attention:       Jack M. Feder
                           Telecopy:     202-879-5200

                  (ii)     If to Executive:



         16 Integration.  This Agreement and the documents referred to herein or
delivered   pursuant  hereto  which  form  a  part  hereof  contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
thereof,  specifically  including  the prior  grant of or the  promise  to grant
options  for  the  purchase  of  Common  Units  of  the  Company.  There  are no
restrictions,  agreements, promises,  representations,  warranties, covenants or
undertakings  with  respect  to the  subject  matter  hereof  other  than  those
expressly  set forth herein and therein.  This  Agreement  supersedes  any prior
agreements and  understandings  between the parties with respect to such subject
matter, and shall be deemed to automatically terminate any option agreement


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previously  issued  to  Executive  to  purchase  Common  Units  of the  Company,
including any agreement to issue such options to Executive.

         17   Counterparts.   This   Agreement   may  be  executed  in  separate
counterparts  each of which shall be deemed an  original  and all of which shall
constitute one and the same instrument.

         18 Rights Cumulative;  Waiver. The rights and remedies of Executive and
the Company under this  Agreement  shall be cumulative  and not exclusive of any
rights or remedies  which either would  otherwise have hereunder or at law or in
equity or by statute,  and no failure or delay by either  party in exercise  any
right or remedy  shall impair any such right or remedy or operate as a waiver of
such right or remedy,  nor shall any single or partial  exercise of any power or
right preclude such party's other or further  exercise of such power or right or
the  exercise of any other power or right.  The waiver by any party  hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any preceding or  succeeding  breach and no failure by either party to
exercise  any  right or  privilege  hereunder  shall be  deemed a waiver of such
party's  rights  or  privileges  hereunder  or shall be  deemed a waiver of such
party's right to exercise the same at any subsequent time or times hereunder.

         19 Termination of Agreement.  This Agreement and  Executive's  right to
receive any Phantom  Equity Payment shall  terminate on December 31, 2009.  This
Agreement  shall also terminate upon the  consummation  of a Company Sale or IPO
Exit Transaction;  provided,  that such termination shall not effect any accrued
right or obligation of either party or any provision hereof which is intended to
survive  termination,  including the Company's obligation to make any payment to
Executive pursuant to Sections 2.1 or 2.2.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date and year first written above.

REMINGTON PRODUCTS COMPANY L.L.C.


By:-----------------------------                       -----------------------
                                                             Executive




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                                   Schedule A
                                       to
              Super Performance Based Phantom Equity Agreement with------------



                                           APPLICABLE PERCENTAGE: ____%.

                                       13

<PAGE>