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                                                                Exhibit 4.15

                              SUBSIDIARY GUARANTEE


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


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


                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Extensions of Credit (as defined in the Credit
Agreement) to the Borrower upon the terms and subject to the conditions set
forth therein;

                  WHEREAS, pursuant to Section 8.17(b) of the Credit Agreement,
the Borrower agreed not to create any new Subsidiary unless such Subsidiary
shall have executed and delivered a guarantee to the Administrative Agent for
the benefit of the Lenders; and

                  WHEREAS, the Borrower owns directly or indirectly all of the
issued and outstanding units of the Guarantor;

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

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

                "Guarantee": this Guarantee, as the same may be amended,
        supplemented, waived or otherwise modified from time to time.

                "Obligations": the collective reference to the unpaid principal
        of and interest on (including, without limitation, interest accruing
        after the maturity of the Loans and Reimbursement Obligations and
        interest accruing after the filing of any petition in

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        bankruptcy, or the commencement of any insolvency, reorganization or
        like proceeding, relating to the Borrower, whether or not a claim for
        post-filing or post-petition interest is allowed in such proceeding) the
        Loans, the Reimbursement Obligations and all other obligations and
        liabilities of the Borrower to the Administrative Agent, the Other
        Representatives and the Lenders, whether direct or indirect, absolute or
        contingent, due or to become due, or now existing or hereafter incurred,
        which may arise under, out of, or in connection with, the Credit
        Agreement, the Notes, the Letters of Credit, the other Loan Documents,
        any Interest Rate Agreement entered into with any Lender, any Guarantee
        Obligations of the Borrower referred to in Section 8.4(b) of the Credit
        Agreement as to which any Lender is a beneficiary, and any other
        document made, delivered or given in connection with any of the
        foregoing, in each case whether on account of principal, interest,
        reimbursement obligations, amounts payable in connection with a
        termination of any transaction entered into pursuant to an Interest Rate
        Agreement entered into with any Lender, amounts payable to any Lender in
        connection with any such Guarantee Obligation, fees, indemnities, costs,
        expenses or otherwise (including, without limitation, all reasonable
        fees and disbursements of counsel to the Administrative Agent, any Other
        Representative or any Lender that are required to be paid by the
        Borrower pursuant to the terms of the Credit Agreement or any other Loan
        Document).

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

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

        2 Guarantee. (a) The Guarantor hereby unconditionally and irrevocably
guarantees to the Administrative Agent, for the ratable benefit of the Lenders
and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due and payable
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations.

        (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable law, including applicable federal and state
laws relating to the insolvency of debtors.


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        (c) 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 Administrative Agent, any Other
Representative 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 Guarantee. This Guarantee shall remain in full force
and effect until the payment in full of the Notes, the Reimbursement Obligations
and the other Obligations then due and owing, the termination of the Commitments
and the expiration, termination or return to the Issuing Lender of the Letters
of Credit, notwithstanding that from time to time prior thereto the Borrower may
be free from any Obligations.

        (d) No payment or payments made by the Borrower or any other Person or
received or collected by the Administrative Agent, any Other Representative or
any Lender from the Borrower or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application, at any time or from
time to time, in reduction of or in payment of the Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of the Guarantor
hereunder which shall, notwithstanding any such payment or payments other than
payments made by the Guarantor in respect of the Obligations or payments
received or collected from the Guarantor in respect of the Obligations pursuant
to this Guarantee, remain liable for the Obligations until payment in full of
the Notes, the Reimbursement Obligations and the other Obligations then due and
owing, the termination of the Commitments and the expiration, termination or
return to the Issuing Lender of the Letters of Credit.

        (e) The Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent, any Other
Representative or any Lender on account of its liability hereunder, it will
notify the Administrative Agent, such Other Representative and such Lender in
writing that such payment is made under this Guarantee for such purpose.

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        3 Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default under Section 9(a) of the Credit Agreement, the
Administrative Agent and each Lender is hereby irrevocably authorized at any
time and from time to time without notice to the Guarantor, any such notice
being expressly waived by the Guarantor to the extent permitted by applicable
law, to set off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of the Guarantor, or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against or on account of the
obligations and liabilities of the Guarantor to the Administrative Agent or such
Lender hereunder with respect to any amount then due and payable under Section
9(a) of the Credit Agreement, whether or not the Administrative Agent or such
Lender has made any demand for payment and although such obligations and
liabilities may be contingent or unmatured. The Administrative Agent and each
Lender, as the case may be, shall notify the Guarantor promptly of any such
set-off and the application made by the Administrative Agent or such Lender, as
the case may be, of the proceeds thereof; provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of the Administrative Agent and each Lender under this paragraph are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) which the Administrative Agent or such Lender may have.

        4 No Subrogation. Notwithstanding anything to the contrary in this
Guarantee, the Guarantor hereby irrevocably waives all rights which may have
arisen in connection with this Guarantee to be subrogated to any of the rights
(whether contractual, under the Bankruptcy Code, including Section 509 thereof,
under common law or otherwise) of the Administrative Agent, any Other
Representative or any Lender against the Borrower or against any collateral
security or guarantee or right of offset held by the Administrative Agent, any
Other Representative or any Lender for the payment of the Obligations. The
Guarantor hereby further irrevocably waives all contractual, common law,
statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Borrower or any other
Person which may have arisen in connection with this Guarantee. So long as the
Obligations remain outstanding, if any amount shall be paid by or on behalf of
the Borrower to the Guarantor on account of any of the rights waived in this
paragraph, such amount shall be held by the Guarantor in trust for the
Administrative Agent and each Lender, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to
the Administrative Agent in the exact form received by the Guarantor (duly
indorsed by the Guarantor to the Administrative Agent, if required), to be held
as collateral security for the Obligations (whether matured or unmatured),
and/or then or at any time thereafter may be applied against the Obligations
then due and owing in such order as the Administrative Agent may determine. The
provisions of this paragraph shall survive the termination of this Guarantee,
the payment in full of the Notes, the Reimbursement Obligations and the other
Obligations, the termination of the Commitments and the expiration, termination
or return of the Letters of Credit.

        5 Amendments, etc. with respect to the Obligations; Waiver of Rights.
The Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of

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rights against the Guarantor, and without notice to or further assent by the
Guarantor, any demand for payment of any of the Obligations made by the
Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender, and any of the Obligations continued, and the Obligations, or
the liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any Lender, and the Credit Agreement, any Notes, and the other Loan
Documents (other than this Agreement) and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto. When making any demand hereunder
against the Guarantor, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the Borrower or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from the Borrower or any such other
guarantor or any release of the Borrower or such other guarantor shall not
relieve the Guarantor of its obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent, any Other Representative or any Lender against
the Guarantor. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings.

        6 Guarantee Absolute and Unconditional. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent, any Other
Representative or any Lender upon this Guarantee or acceptance of this
Guarantee; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon this Guarantee; and all dealings between the Borrower
or the Guarantor, on the one hand, and the Administrative Agent, the Other
Representatives and the Lenders, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guarantee. The
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrower or the Guarantor with respect
to the Obligations. To the extent permitted by law, this Guarantee shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Credit Agreement,
any Note, or any other Loan Document, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent, any
Other Representative or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower against the Administrative Agent,
any Other Representative or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrower or the Guarantor) (other
than payment in full of the Obligations) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Borrower for the
Obligations, or of

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the Guarantor under this Guarantee, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against the Guarantor, the
Administrative Agent, any Other Representative and any Lender may, but shall be
under no obligation to, pursue such rights and remedies as it may have against
the Borrower or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure
by the Administrative Agent, any Other Representative or any Lender to pursue
such other rights or remedies or to collect any payments from the Borrower or
any such other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve the Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent, any Other
Representative or any Lender against the Guarantor. This Guarantee shall remain
in full force and effect and be binding in accordance with and to the extent of
its terms upon the Guarantor and its successors and assigns thereof, and shall
inure to the benefit of the Administrative Agent, the Other Representatives and
the Lenders, and their respective successors, indorsees, transferees and
assigns, until the payment in full of the Notes, the Reimbursement Obligations,
the other Obligations then due and owing and the obligations of the Guarantor
under this Guarantee then due and owing, the termination of the Commitments and
the expiration, termination or return to the Issuing Lender of the Letters of
Credit, notwithstanding that from time to time during the term of the Credit
Agreement the Borrower may be free from any Obligations, upon the occurrence of
all of which this Guarantee shall, subject to paragraph 7 hereof, terminate.

        7 Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Administrative Agent, any Other Representative or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

        8 Payments. The Guarantor hereby agrees that the Obligations will be
paid to the Administrative Agent without set-off or counterclaim in Dollars at
the office of the Administrative Agent set forth in Section 11.2 of the Credit
Agreement.

        9 Representations and Warranties. The Guarantor represents and warrants
to the Administrative Agent, the Other Representatives and the Lenders that:

                (a) the Guarantor is a limited liability company duly formed,
        validly existing and in good standing under the laws of the jurisdiction
        of its formation and has the limited liability company 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;

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                (b) the Guarantor has the limited liability company power and
        authority to make, deliver and perform its obligations under this
        Guarantee and has taken all necessary limited liability action to
        authorize its execution, delivery and performance of this Guarantee and
        the other Loan Documents to which it is a party;

                (c) each of this Guarantee and the other Loan Documents to which
        it is a party has been duly executed and delivered on behalf of the
        Guarantor and constitutes a legal, valid and binding obligation of the
        Guarantor enforceable against the Guarantor in accordance with its
        terms, except as enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium and 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);

                (d) the execution, delivery and performance of this Guarantee
        and the other Loan Documents to which it is a party will not violate any
        Requirement of Law or Contractual Obligation of the Guarantor in any
        respect that would reasonably be expected to have a Material Adverse
        Effect and will not result in, or require, the creation or imposition of
        any Lien on any of the properties or revenues of the Guarantor pursuant
        to any such Requirement of Law or Contractual Obligation (other than
        pursuant to any Loan Document);

                (e) no consent or authorization of, filing with, or other act by
        or in respect of, any Governmental Authority or any other Person is
        required in connection with the execution, delivery, performance,
        validity or enforceability of this Guarantee and the other Loan
        Documents to which the Guarantor is a party;

        The Guarantor agrees that the foregoing representations and warranties
shall be deemed to have been made by the Guarantor on the date of each Extension
of Credit to the Borrower under the Credit Agreement as though made hereunder on
and as of such date.

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

                (a) the Guarantor shall not, and shall not permit any of its
        Subsidiaries to, take any action or fail to take any action, as the case
        may be, if such action or failure would result in a violation of any of
        the covenants of the Borrower contained in Sections 7 and 8 of the
        Credit Agreement,

        11 Further Assurances. The Guarantor hereby covenants and agrees with
the Administrative Agent, the Other Representatives and the Lenders that, from
and after the date of this Guarantee until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit, at any time and from time to

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time, upon the written request of the Administrative Agent, and at the sole
expense of the Guarantor, the Guarantor will promptly and duly execute and
deliver such further instruments and documents and take such further actions as
the Administrative Agent may reasonably request for the purposes of obtaining or
preserving the full benefits of this Guarantee and of the rights and powers
herein granted.

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

        13 Notices. All notices, requests and demands under this Guarantee shall
be given in accordance with Section 11.2 of the Credit Agreement and, in the
case of the Guarantor, its address or transmission number for notices shall be
as set forth under its signature below.

        The Administrative Agent, each Other Representative, each Lender and the
Guarantor may change its address and transmission numbers for notices by notice
in the manner provided in Section 11.2 of the Credit Agreement.

        14 Counterparts. This Guarantee may be executed on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the counterparts of
this Guarantee shall be lodged with the Administrative Agent.

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

        16 Integration. This Guarantee represents the entire agreement of the
Guarantor and the Administrative Agent with respect to the subject matter hereof
and there are no promises or representations by the Guarantor, the
Administrative Agent, any Other Representative or any Lender relative to the
subject matter hereof not reflected or referred to herein.

        17 Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of
the terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise

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modified except by a written instrument executed by the Guarantor and the
Administrative Agent in accordance with Section 11.1 of the Credit Agreement.

        (b) Neither the Administrative Agent, any Other Representative nor any
Lender shall by any act (except by a written instrument pursuant to paragraph
17(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Administrative
Agent, any Other Representative or any Lender, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Administrative Agent, any Other Representative or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Administrative Agent, such Other
Representative or such Lender would otherwise have on any future occasion.

        (c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

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

        19 Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:

                (a) submits for itself and its property in any legal action or
        proceeding relating to this Guarantee and the other Loan Documents to
        which it is a party, or for recognition and enforcement of any judgement
        in respect thereof, to the non-exclusive general jurisdiction of the
        Courts of the State of New York, the courts of the United States of
        America for the Southern District of New York, and appellate courts from
        any thereof;

                (b) consents that any such action or proceeding may be brought
        in such courts and waives any objection that it may now or hereafter
        have to the venue of any such action or proceeding in any such court or
        that such action or proceeding was brought in an inconvenient court and
        agrees not to plead or claim the same;

                (c) agrees that service of process in any such action or
        proceeding may be effected by mailing a copy thereof by registered or
        certified mail (or any substantially similar form of mail), postage
        prepaid, to the Guarantor, the applicable Lender, the applicable Other
        Representative or the Administrative Agent, as the case may be, at the
        address referred to in paragraph 13 or at such other address of which
        the Administrative Agent shall have been notified pursuant thereto;

                (d) agrees that nothing herein shall affect the right to effect
        service of process in any other manner permitted by law or shall limit
        the right to sue in any other jurisdiction; and

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                (e) waives, to the maximum extent not prohibited by law, any
        right it may have to claim or recover in any legal action or proceeding
        referred to in this paragraph any punitive damages.

        20 WAIVERS OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

        21 Acknowledgements. The Guarantor hereby acknowledges that:

                (a) it has been advised by counsel in the negotiation, execution
        and delivery of this Guarantee and the other Loan Documents to which it
        is a party;

                (b) none of the Administrative Agent, any Other Representative
        nor any Lender has any fiduciary relationship with or duty to the
        Guarantor arising out of or in connection with this Guarantee or any of
        the other Loan Documents, and the relationship between the
        Administrative Agent, the Other Representatives and Lenders, on one
        hand, and the Borrower and the Guarantor, on the other hand, in
        connection herewith or therewith is solely that of debtor and creditor;
        and

                (c) no joint venture is created hereby or by the other Loan
        Documents or otherwise exists by virtue of the transactions contemplated
        hereby among the Lenders or among the Borrower, the Guarantor and the
        Lenders.

        22 Successors and Assigns. This Guarantee shall be binding upon the
respective successors and assigns of the Guarantor, the Administrative Agent,
the Other Representatives and the Lenders, and shall inure to the benefit of the
Administrative Agent, the Other Representatives and the Lenders and their
respective successors and assigns.

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


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                  IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.


                                          RA BRANDS, L.L.C.


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

                                          Address for Notices:

                                          RA BRANDS, L.L.C.
                                          870 Remington Drive
                                          Madison, N.C. 27025
                                          Attention: Mark Little, Vice President
                                          Telecopy: (336) 548-7779




ACKNOWLEDGED AND AGREED AS
OF THE DATE HEREOF BY:

THE CHASE MANHATTAN BANK, as Administrative Agent


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


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