GUARANTEE AGREEMENT

                        Merry Land Properties, Inc.

                                    and

                         First Union National Bank

                  Relating to the Preferred Securities of

                         Merry Land  Capital Trust

                     Dated as of _______________, 1999



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                          CROSS REFERENCE TABLE*

SECTION OF TRUST                                                 SECTION OF
INDENTURE ACT OF                                                  GUARANTEE
1939, AS AMENDED                                                  AGREEMENT

310(a)...............................................................4.1(a)
310(b)..........................................................4.1(c), 2.8
310(c).........................................................Inapplicable
311(a)...............................................................2.2(b)
311(b)...............................................................2.2(b)
311(c).........................................................Inapplicable
312(a)...............................................................2.2(a)
312(b)...............................................................2.2(b)
313.....................................................................2.3
314(a)..................................................................2.4
314(b).........................................................Inapplicable
314(c)..................................................................2.5
314(d).........................................................Inapplicable
314(e)........................................................1.1, 2.5, 3.2
314(f)..................................................................3.2
315(a)...............................................................3.1(d)
315(b)..................................................................2.7
315(c)..................................................................3.1
315(d)...............................................................3.1(d)
316(a)........................................................1.1, 2.6, 5.4
316(b)..................................................................5.3
317(a).........................................................Inapplicable
317(b).........................................................Inapplicable
318(a)...............................................................2.1(b)
318(b)..................................................................2.1
318(c)...............................................................2.1(a)

*     This  Cross-Reference Table does not constitute part of the Guarantee
Agreement and  shall  not  affect the interpretation of any of its terms or
provisions.




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                             TABLE OF CONTENTS


ARTICLE 1  DEFINITIONS.............................................. 2
     SECTION 1.1 DEFINITIONS........................................ 2

ARTICLE 2  TRUST INDENTURE ACT...................................... 4
     SECTION 2.1 TRUST INDENTURE ACT; APPLICATION................... 4
     SECTION 2.2 LIST OF HOLDERS.................................... 4
     SECTION 2.3 REPORTS BY THE GUARANTEE TRUSTEE................... 4
     SECTION 2.4 PERIODIC REPORTS TO GUARANTEE TRUSTEE.............. 5
     SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT... 5
     SECTION 2.6 EVENTS OF DEFAULT; WAIVER.......................... 5
     SECTION 2.7 EVENT OF DEFAULT; NOTICE........................... 5
     SECTION 2.8 CONFLICTING INTERESTS.............................. 5

ARTICLE 3 POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE........ 6
     SECTION 3.1 POWERS AND DUTIES OF THE GUARANTEE TRUSTEE......... 6
     SECTION 3.2 CERTAIN RIGHTS OF GUARANTEE TRUSTEE................ 7
     SECTION 3.3 INDEMNITY.......................................... 9

ARTICLE 4 GUARANTEE TRUSTEE .........................................9
     SECTION 4.1  GUARANTEE TRUSTEE; ELIGIBILITY.................... 9
     SECTION 4.2 APPOINTMENT,  REMOVAL  AND  RESIGNATION  OF  THE GUARANTEE
          TRUSTEE...................................................10

ARTICLE 5 GUARANTEE................................................ 11
     SECTION 5.1 GUARANTEE......................................... 11
     SECTION 5.2 WAIVER OF NOTICE AND DEMAND....................... 11
     SECTION 5.3 OBLIGATIONS NOT AFFECTED...........................11
     SECTION 5.4 RIGHTS OF HOLDERS................................. 12
     SECTION 5.5 GUARANTEE OF PAYMENT.............................. 12
     SECTION 5.6 SUBROGATION....................................... 12
     SECTION 5.7 INDEPENDENT OBLIGATIONS........................... 12

ARTICLE 6 COVENANTS AND SUBORDINATION.............................. 13
     SECTION 6.1 SUBORDINATION..................................... 13
     SECTION 6.2 CERTAIN COVENANTS OF THE GUARANTOR................ 13

ARTICLE 7 TERMINATION.............................................. 14
     SECTION 7.1 TERMINATION .......................................14

ARTICLE 8 MISCELLANEOUS............................................ 14
     SECTION 8.1 SUCCESSORS AND ASSIGNS............................ 14
     SECTION 8.2 AMENDMENTS........................................ 14
     SECTION 8.3 NOTICES........................................... 15
     SECTION 8.4 BENEFIT........................................... 15
     SECTION 8.5 INTERPRETATION.................................... 15
     SECTION 8.6 GOVERNING LAW..................................... 16



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                            GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT, dated as of _____________, 1999, is executed
and  delivered  by MERRY LAND PROPERTIES, INC., a Georgia corporation  (the
"Guarantor"), and FIRS UNION NATIONAL BANK, a national banking association,
as trustee (the "Guarantee  Trustee"),  for  the benefit of the Holders (as
defined herein) from time to time of the Preferred  Securities  (as defined
herein)  of  Merry Land Capital Trust, a Delaware statutory business  trust
(the "Issuer").

     WHEREAS,  pursuant  to  an  Amended  and Restated Trust Agreement (the
"Trust Agreement"), dated as of ________, 1999,  among  the  Trustees named
therein, the Guarantor, as Depositor, and the Holders from time  to time of
undivided  beneficial interests in the assets of the Issuer, the Issuer  is
issuing up to  ________  of its ___% Convertible Trust Preferred Securities
(liquidation  preference  $10   per  preferred  security)  (the  "Preferred
Securities") representing preferred  undivided  beneficial interests in the
assets of the Issuer and having the terms set forth in the Trust Agreement;

     WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds  thereof,  together with the proceeds from  the  issuance  of  the
Issuer's Common Securities  (as  defined  herein), will be used to purchase
the Debentures (as defined in the Trust Agreement)  of  the Guarantor which
will be deposited with First Union National Bank, as Property Trustee under
the Trust Agreement, as trust assets;

     WHEREAS,   as   incentive   for  the  Holders  to  purchase  Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree,
to the extent set forth herein, to  pay  to  the  Holders  of the Preferred
Securities the Guarantee Payments (as defined herein) and to  make  certain
other payments on the terms and conditions set forth herein; and

     WHEREAS,  the  Guarantor  is also executing and delivering a guarantee
agreement (the "Common Securities  Guarantee")  in  substantially identical
terms  to  this  Guarantee  for the benefit of the holders  of  the  Common
Securities (as defined herein),  except  that  if  an  event of default (as
defined  in  the  Indenture  (as  defined  herein)),  has occurred  and  is
continuing,  the  rights  of  holders of the Common Securities  to  receive
Guarantee Payments (as defined  in  the  Common Securities Guarantee) under
the  Common Securities Guarantee shall be subordinated  to  the  rights  of
Holders  of  Preferred Securities to receive Guarantee Payments (as defined
herein) under this Guarantee.

     NOW, THEREFORE,  in  consideration  of  the purchase by each Holder of
Preferred  Securities,  which purchase the Guarantor  hereby  agrees  shall
benefit the Guarantor, the  Guarantor  executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time of the Preferred
Securities.



                          ARTICLE 1  DEFINITIONS

SECTION 1.1 DEFINITIONS. As used in this Guarantee Agreement, the terms set
forth  below  shall,  unless  the  context  otherwise  requires,  have  the
following meanings. Capitalized or otherwise  defined  terms  used  but not
otherwise defined herein shall have the meanings assigned to such terms  in
the Trust Agreement as in effect on the date hereof.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct common control with
such  specified  Person,  provided,  however,  that  an  Affiliate  of  the
Guarantor  shall  not  be deemed to include the Issuer. For the purposes of
this definition, "control"  when  used with respect to any specified Person
means  the power to direct the management  and  policies  of  such  Person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Common   Securities"   means   the   securities  representing  common
beneficial interests in the assets of the Issuer.

     "Common Shares" means the common shares of the Guarantor.

     "Event of Default" means a default by the  Guarantor  on  any  of  its
payment  or  other  obligations  under  this Guarantee Agreement; provided,
however, that except with respect to a default  in payment of any Guarantee
Payments, the Guarantor shall have received written  notice  of default and
shall  not  have  cured such default within 60 days after receipt  of  such
notice.

     "Guarantee Payments"  means  the  following payments or distributions,
without  duplication,  with respect to the  Preferred  Securities,  to  the
extent not paid or made  by or on behalf of the Issuer: (i) any accumulated
and unpaid Distributions (as defined in the Trust Agreement) required to be
paid on the Preferred Securities, to the extent the Issuer shall have funds
on  hand available therefor  at  such  time,  (ii)  the  redemption  price,
including  all  accrued  and unpaid Distributions to the date of redemption
(the "Redemption Price"),  with  respect to the Preferred Securities called
for redemption by the Issuer to the  extent  the Issuer shall have funds on
hand  available  therefor,  and  (iii)  upon  a  voluntary  or  involuntary
dissolution  of  the  Issuer,  unless  Debentures  are distributed  to  the
Holders, the lesser of (a) the aggregate of the liquidation  preference  of
$10  per  Preferred  Security  plus accrued and unpaid Distributions on the
Preferred Securities to the date  of payment to the extent the Issuer shall
have funds on hand available to make  such  payment  or  (b)  the amount of
assets  of  the  Issuer remaining available for distribution to Holders  in
dissolution of the Issuer (in either case, the "Stockholder Distribution").

     "Guarantee Trustee" means First Union National Bank, until a Successor
Guarantee Trustee  has  been  appointed  and  has accepted such appointment
pursuant to the terms of this Guarantee Agreement and thereafter means each
such Successor Guarantee Trustee.

     "Holder" means any holder, as registered on  the  books and records of
the  Issuer,  of  any  Preferred  Securities;  provided, however,  that  in
determining whether the holders of the requisite  percentage  of  Preferred
Securities  have  given  any  request, notice, consent or waiver hereunder,
"Holder" shall not include the  Guarantor,  the  Guarantee  Trustee  or any
Affiliate of the Guarantor or the Guarantee Trustee.

     "Indenture" means the Junior Convertible Subordinated Indenture, dated
as of ________, 1999, as supplemented and amended between the Guarantor and
the First Union National Bank, as trustee.

 "Issuer" means Merry Land  Capital Trust.

 "List of Holders" has the meaning specified in Section 2.2 (a).

 "Majority  in  Liquidation Preference of the Securities" means, except  as
provided by the Trust  Indenture  Act,  a  vote  by  the  Holder(s), voting
separately  as a class, of more than 50% of the liquidation  preference  of
all the outstanding Preferred Securities issued by the Issuer.

 "Officers' Certificate"  means,  with respect to any Person, a certificate
signed by (i) the Chairman, Chief Executive  Officer,  President  or a Vice
President,   and  by  (ii)  the  Treasurer,  an  Assistant  Treasurer,  the
Controller, the  Secretary  or  an  Assistant Secretary of such Person, and
delivered  to the Guarantee Trustee. Any  Officers'  Certificate  delivered
with respect  to  compliance  with  a condition or covenant provided for in
this Guarantee Agreement shall include:

 (a) a statement that each officer signing  the  Officers'  Certificate has
 read the covenant or condition and the definitions relating thereto;

 (b)  a  brief  statement  of  the  nature and scope of the examination  or
 investigation  undertaken  by  each officer  in  rendering  the  Officers'
 Certificate;

 (c)  a  statement that each such officer  has  made  such  examination  or
 investigation  as,  in such officer's opinion, is necessary to enable such
 officer to express an  informed opinion as to whether or not such covenant
 or condition has been complied with; and

 (d) a statement as to whether,  in  the opinion of each such officer, such
 condition or covenant has been complied with.

 "Person"  means  a legal person, including  any  individual,  corporation,
estate, partnership,  joint  venture,  association,  joint  stock  company,
limited liability company, trust, unincorporated association, or government
or  any  agency  or  political subdivision thereof, or any other entity  of
whatever nature.

 "Responsible Officer"  means,  with  respect to the Guarantee Trustee, any
officer  assigned  to  the  Guarantee  Trustee's  Corporate  Trust  Office,
including any managing director, vice president,  assistant vice president,
assistant  treasurer,  assistant  secretary  or any other  officer  of  the
Guarantee  Trustee  customarily  performing  functions   similar  to  those
performed  by  any  of  the  above  designated  officers and having  direct
responsibility  for  the  administration of this Guarantee  Agreement,  and
also, with respect to a particular  matter, any other officer, to whom such
matter is referred because of such officer's  knowledge  of and familiarity
with the particular subject.

 "Successor   Guarantee  Trustee"  means  a  successor  Guarantee   Trustee
possessing the  qualifications  to  act  as Guarantee Trustee under Section
4.1.

 "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                      ARTICLE 2  TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

 (a) This Guarantee Agreement is subject to  the  provisions  of  the Trust
 Indenture Act that are required to be part of this Guarantee Agreement and
 shall, to the extent applicable, be governed by such provisions.

 (b)  If  and  to the extent that any provision of this Guarantee Agreement
 limits, qualifies  or conflicts with the duties imposed by Sections 310 to
 317, inclusive, of the  Trust  Indenture  Act,  such  imposed duties shall
 control.

SECTION 2.2 LIST OF HOLDERS.

 (a) The Guarantor shall furnish or cause to be furnished  to the Guarantee
 Trustee  (i) semi-annually, on or before January 15 and July  15  of  each
 year, a list,  in  such  form  as  the  Guarantee  Trustee  may reasonably
 require, of the names and addresses of the Holders ("List of  Holders") as
 of a date not more than 15 days prior to the delivery thereof, and (ii) at
 such  other times as the Guarantee Trustee may request in writing,  within
 30 days  after the receipt by the Guarantor of any such written request, a
 List of Holders  as of a date not more than 15 days prior to the time such
 list is furnished,  in  each case to the extent such information is in the
 possession  or  control of  the  Guarantor  and  is  not  identical  to  a
 previously supplied  list of Holders or has not otherwise been received by
 the Guarantee Trustee.  The  Guarantee  Trustee  may  destroy  any List of
 Holders previously given to it on receipt of a new List of Holders.

 (b) The Guarantee Trustee shall comply with its obligations under  Section
 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION  2.3  REPORTS  BY  THE  GUARANTEE  TRUSTEE.  Within  60  days after
___________, in each calendar year, commencing with ___________, 2000,  the
Guarantee Trustee shall provide to the Holders such reports as are required
by  Section  313 of the Trust Indenture Act, if any, in the form and in the
manner provided  by  Section  313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with  the  requirements  of Section 313(d) of the
Trust Indenture Act.

SECTION  2.4  PERIODIC  REPORTS TO GUARANTEE TRUSTEE. The  Guarantor  shall
provide to the Guarantee  Trustee,  the  Securities and Exchange Commission
and  the  Holders  such  documents, reports and  information,  if  any,  as
required by Section 314 of  the  Trust  Indenture  Act  and  the compliance
certificate required by Section 314 of the Trust Indenture Act in the form,
in  the  manner  and  at  the  times  required by Section 314 of the  Trust
Indenture Act; and such compliance certificate  of  the  Guarantor shall be
delivered on or before 120 days after the end of each calendar year.

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The Guarantor
shall  provide  to  the Guarantee Trustee such evidence of compliance  with
such conditions precedent, if any, provided for in this Guarantee Agreement
that relate to any of  the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate  or  opinion  required  to  be  given  by an
officer  pursuant  to  Section  314(c)(1)  may  be  given in the form of an
Officers' Certificate.

SECTION  2.6  EVENTS  OF  DEFAULT;  WAIVER. The Holders of  a  Majority  in
Liquidation Preference of the Securities  may,  by  vote,  on behalf of the
Holders,  waive any past Event of Default and its consequences.  Upon  such
waiver, any  such  Event  of Default shall cease to exist, and any Event of
Default arising therefrom shall  be  deemed  to  have been cured, for every
purpose of this Guarantee Agreement, but no such waiver shall extend to any
subsequent  or  other  default  or  Event of Default or  impair  any  right
consequent therefrom.

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

 (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
 Event of Default, transmit by mail,  first  class  postage prepaid, to the
 Holders, notices of all Events of Default actually known  to a Responsible
 Officer  of  the Guarantee Trustee, unless such defaults have  been  cured
 before the giving  of such notice, provided, that, except in the case of a
 default in the payment of a Guarantee Payment, the Guarantee Trustee shall
 be fully protected in  withholding such notice if and so long as the Board
 of Directors, the executive  committee  or  a trust committee of directors
 and/or  Responsible  Officers  of  the Guarantee  Trustee  in  good  faith
 determines that the withholding of such  notice is in the interests of the
 Holders.

 (b) The Guarantee Trustee shall not be deemed  to have actual knowledge of
 any  Event  of Default unless the Guarantee Trustee  shall  have  received
 written notice,  or  a Responsible Officer charged with the administration
 of the Trust Agreement  shall  have obtained written notice, of such Event
 of Default.

SECTION 2.8 CONFLICTING INTERESTS.  The  Trust  Agreement and the Indenture
shall  be deemed to be specifically described in this  Guarantee  Agreement
for the  purposes  of  clause (i) of the first proviso contained in Section
310(b) of the Trust Indenture Act.

       ARTICLE 3 POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1 POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

 (a) This Guarantee Agreement  shall  be  held by the Guarantee Trustee for
 the benefit of the Holders, and the Guarantee  Trustee  shall not transfer
 this Guarantee Agreement to any Person except a Holder exercising  his  or
 her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee
 on  acceptance  by  such Successor Guarantee Trustee of its appointment to
 act as Successor Guarantee  Trustee.  The right, title and interest of the
 Guarantee  Trustee shall automatically vest  in  any  Successor  Guarantee
 Trustee, upon  acceptance  by  such  Successor  Guarantee  Trustee  of its
 appointment  hereunder,  and such vesting and cessation of title shall  be
 effective whether or not conveyancing  documents  have  been  executed and
 delivered pursuant to the appointment of such Successor Guarantee Trustee.

 (b) If an Event of Default actually known to a Responsible Officer  of the
 Guarantee  Trustee  has  occurred and is continuing, the Guarantee Trustee
 shall enforce this Guarantee Agreement for the benefit of the Holders.

 (c) The Guarantee Trustee,  before  the occurrence of any Event of Default
 and after the curing of all Events of  Default  that  may  have  occurred,
 shall undertake to perform only such duties as are specifically set  forth
 in  this  Guarantee Agreement, and no implied covenants shall be read into
 this Guarantee  Agreement  against the Guarantee Trustee. In case an Event
 of Default has occurred (that  has  not  been  cured or waived pursuant to
 Section  2.6)  and  is actually known to the Responsible  Officer  of  the
 Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights
 and powers vested in  it  by  this  Guarantee  Agreement, and use the same
 degree  of care and skill in its exercise thereof,  as  a  prudent  person
 would exercise or use under the circumstances in the conduct of his or her
 own affairs.

 (d) No provision of this Guarantee Agreement shall be construed to relieve
 the Guarantee Trustee from liability for its own negligent action, its own
 negligent failure to act or its own willful misconduct, except that:

     (i) prior  to  the  occurrence  of  any Event of Default and after the
     curing  or  waiving  of  all such Events  of  Default  that  may  have
     occurred; (A) the duties and  obligations  of  the  Guarantee  Trustee
     shall be determined solely by the express provisions of this Guarantee
     Agreement,  and  the Guarantee Trustee shall not be liable except  for
     the performance of such duties and obligations as are specifically set
     forth  in  this Guarantee  Agreement,  and  no  implied  covenants  or
     obligations  shall  be  read into this Guarantee Agreement against the
     Guarantee Trustee; and (B)  in the absence of bad faith on the part of
     the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as
     to the truth of the statements  and  the  correctness  of the opinions
     expressed therein, upon any certificates or opinions furnished  to the
     Guarantee Trustee and conforming to the requirements of this Guarantee
     Agreement;  but  in the case of any such certificates or opinions that
     by any provision hereof or of the Trust Indenture Act are specifically
     required to be furnished  to  the  Guarantee  Trustee,  the  Guarantee
     Trustee shall be under a duty to examine the same to determine whether
     or not they conform to the requirements of this Guarantee Agreement;

     (ii)  the  Guarantee  Trustee  shall  not  be  liable for any error of
     judgment made in good faith by a Responsible Officer  of the Guarantee
     Trustee,  unless  it  shall  be proved that the Guarantee Trustee  was
     negligent in ascertaining the pertinent facts upon which such judgment
     was made;

     (iii) the Guarantee Trustee shall  not  be  liable with respect to any
     action taken or omitted to be taken by it in  good faith in accordance
     with  the  direction  of the Holders of not less than  a  Majority  in
     Liquidation Preference  of the Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Guarantee Trustee, or exercising any trust or power conferred upon the
     Guarantee Trustee under this Guarantee Agreement; and

     (iv)  no  provision of this  Guarantee  Agreement  shall  require  the
     Guarantee Trustee  to  expend or risk its own funds or otherwise incur
     personal financial liability  in  the performance of any of its duties
     or in the exercise of any of its rights  or  powers,  if the Guarantee
     Trustee shall have reasonable grounds for believing that the repayment
     of such funds or liability is not reasonably assured to  it  under the
     terms  of  this  Guarantee  Agreement or indemnity satisfactory to  it
     against such risk or liability is not reasonably assured to it.

SECTION 3.2 CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

 (a) Subject to the provisions of Section 3.1:

     (i) The Guarantee Trustee may  conclusively  rely  and  shall be fully
     protected  in  acting  or  refraining from acting upon any resolution,
     certificate, statement, proxy,  instrument,  opinion,  report, notice,
     request,  direction,  consent,  order,  bond,  debenture, note,  other
     evidence of indebtedness or other paper or document  believed by it to
     be genuine and to have been signed, sent or presented  by  the  proper
     party or parties.

     (ii)  Any  direction  or  act  of  the  Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently  evidenced  by  an Officers'
     Certificate unless otherwise prescribed herein.

     (iii) Whenever, in the administration of this Guarantee Agreement, the
     Guarantee Trustee shall deem it desirable that a matter be  proved  or
     established  before  taking,  suffering or omitting to take any action
     hereunder, the Guarantee Trustee  (unless  other  evidence  is  herein
     specifically prescribed) may, in the absence of bad faith on its part,
     request  and  conclusively  rely  upon an Officers' Certificate which,
     upon  receipt of such request from the  Guarantee  Trustee,  shall  be
     promptly delivered by the Guarantor.

     (iv) The  Guarantee  Trustee  may  consult with legal counsel, and the
     written advice or opinion of such legal  counsel with respect to legal
     matters  shall be full and complete authorization  and  protection  in
     respect of  any  action  taken,  suffered or omitted to be taken by it
     hereunder in good faith and in accordance with such advice or opinion.
     Such legal counsel may be legal counsel to the Guarantor or any of its
     Affiliates  and  may be one of its employees.  The  Guarantee  Trustee
     shall have the right  at  any time to seek instructions concerning the
     administration of this Guarantee Agreement from any court of competent
     jurisdiction.

     (v) The Guarantee Trustee shall be under no obligation to exercise any
     of the rights or powers vested  in  it  by this Guarantee Agreement at
     the request or direction of any Holder, unless  such Holder shall have
     provided  to  the  Guarantee Trustee and its officers,  directors  and
     agents  such adequate  security  and  indemnity  as  would  satisfy  a
     reasonable  person  in  the position of the Guarantee Trustee, against
     the  costs, expenses (including  attorneys'  fees  and  expenses)  and
     liabilities  that  might  be  incurred  by  it  in complying with such
     request  or direction, including such reasonable advances  as  may  be
     requested  by  the Guarantee Trustee; provided that, nothing contained
     in this Section  3.2(a)(v)  shall  be  taken  to relieve the Guarantee
     Trustee, upon the occurrence of an Event of Default, of its obligation
     to  exercise  the  rights and powers vested in it  by  this  Guarantee
     Agreement and use the  same  degree  of care and skill in the exercise
     thereof  as  a  prudent  person  would  exercise   or  use  under  the
     circumstances in the conduct of his or her own affairs.

     (vi)   The   Guarantee  Trustee  shall  not  be  bound  to  make   any
     investigation  into  the  facts  or  matters stated in any resolution,
     certificate, statement, instrument, opinion,  report, notice, request,
     direction, consent, order, bond, debenture, note,  other  evidence  of
     indebtedness or other paper or document, but the Guarantee Trustee, in
     its  discretion,  may  make such further inquiry or investigation into
     such facts or matters as it may see fit.

     (vii) The Guarantee Trustee  may  execute  any of the trusts or powers
     hereunder or perform any duties hereunder either  directly  or  by  or
     through   its   agents,  custodians,  nominees  or  attorneys  or  any
     Affiliate, and the  Guarantee Trustee shall not be responsible for any
     misconduct or negligence  on  the  part  of any such agent or attorney
     appointed with due care by it hereunder.

     (viii) Whenever in the administration of this  Guarantee Agreement the
     Guarantee Trustee shall deem it desirable to receive instructions with
     respect to enforcing any remedy or right or taking  any  other  action
     hereunder,  the Guarantee Trustee (A) may request written instructions
     from the Holders  of  a  Majority  in  Liquidation  Preference  of the
     Securities,  (B)  may  refrain  from enforcing such remedy or right or
     taking such other action until such instructions are received, and (C)
     shall  be  fully  protected  in  acting   in   accordance   with  such
     instructions.

 (b) No provision of this Guarantee Agreement shall be deemed to impose any
 duty or obligation on the Guarantee Trustee to perform any act or  acts or
 exercise  any right, power, duty or obligation conferred or imposed on  it
 in any jurisdiction  in  which  it  shall  be  illegal,  or  in  which the
 Guarantee  Trustee shall be unqualified or incompetent in accordance  with
 applicable law,  to  perform  any such act or acts or to exercise any such
 right,  power,  duty  or obligation.  No  permissive  power  or  authority
 available to the Guarantee  Trustee shall be construed to be a duty to act
 in accordance with such power and authority.

SECTION 3.3 INDEMNITY. The Guarantor  agrees  to  indemnify  the  Guarantee
Trustee  for,  and  to  hold  it  harmless  against, any loss, liability or
expense  incurred  without  negligence or bad faith  on  the  part  of  the
Guarantee Trustee, arising out  of  or in connection with the acceptance or
administration of this Guarantee Agreement,  including the reasonable costs
and  expenses  of  defending  itself  against  any claim  or  liability  in
connection with the exercise or performance of any  of its powers or duties
hereunder. The Guarantee Trustee will not claim or exact any lien or charge
on any Guarantee Payment as a result of any amount due  to  it  under  this
Guarantee  Agreement.  Guarantor's indemnification obligations set forth in
this Section 3.3 shall survive  termination  of this Guarantee Agreement or
resignation or removal of the Guarantee Trustee.

                        ARTICLE 4 GUARANTEE TRUSTEE

SECTION 4.1  GUARANTEE TRUSTEE; ELIGIBILITY.

 (a) There shall at all times be a Guarantee Trustee which shall:

     (i)  not be an Affiliate of the Guarantor; and

     (ii) be a Person that is eligible pursuant  to the Trust Indenture Act
     to  act as such and has a combined capital and  surplus  of  at  least
     $50,000,000,  and  shall  be a corporation meeting the requirements of
     Section  310(a)  of  the Trust  Indenture  Act.  If  such  corporation
     publishes reports of condition  at  least annually, pursuant to law or
     to the requirements of the supervising  or  examining authority, then,
     for the purposes of this Section and to the extent  permitted  by  the
     Trust  Indenture  Act,  the  combined  capital  and  surplus  of  such
     corporation shall be deemed to be its combined capital and surplus  as
     set forth in its most recent report of condition so published.

 (b)  If at any time the Guarantee Trustee shall cease to be eligible to so
 act under  Section  4.1(a), the Guarantee Trustee shall immediately resign
 in the manner and with the effect set out in Section 4.2(c).

 (c)  If the Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
 interest" within the meaning of Section 310(b) of the Trust Indenture Act,
 the Guarantee  Trustee and Guarantor shall in all respects comply with the
 provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.

 (a) Subject to Section  4.2(b),  the Guarantee Trustee may be appointed or
 removed without cause at any time by the Guarantor.

 (b) The Guarantee Trustee shall not be removed until a Successor Guarantee
 Trustee has been appointed and has  accepted  such  appointment by written
 instrument executed by such Successor Guarantee Trustee  and  delivered to
 the Guarantor.

 (c)  The Guarantee Trustee appointed hereunder shall hold office  until  a
 Successor Guarantee Trustee shall have been appointed or until its removal
 or resignation. The Guarantee Trustee may resign from office (without need
 for prior  or  subsequent accounting) by an instrument in writing executed
 by the Guarantee Trustee and delivered to the Guarantor, which resignation
 shall  not take effect  until  a  Successor  Guarantee  Trustee  has  been
 appointed  and  has  accepted such appointment by an instrument in writing
 executed  by  such  Successor  Guarantee  Trustee  and  delivered  to  the
 Guarantor and the resigning Guarantee Trustee.

 (d)  If no Successor Guarantee  Trustee  shall  have  been  appointed  and
 accepted  appointment as provided in this Section 4.2 within 60 days after
 delivery to  the  Guarantor of an instrument of resignation, the resigning
 Guarantee Trustee may petition, at the expense of the Guarantor, any court
 of  competent  jurisdiction  for  appointment  of  a  Successor  Guarantee
 Trustee. Such court  may thereupon, after prescribing such notice, if any,
 as it may deem proper, appoint a Successor Guarantee Trustee.

 (e) No Guarantee Trustee  shall be liable for the acts or omissions of any
 successor Guarantor Trustee.

 (f)  Upon  the  removal  or resignation  of  the  Guarantee  Trustee,  the
 Guarantor shall pay all amounts due and owing to such Guarantee Trustee.

                            ARTICLE 5 GUARANTEE

SECTION 5.1 GUARANTEE. The Guarantor irrevocably and unconditionally agrees
to pay in full to the Holders  the  Guarantee Payments (without duplication
of amounts theretofore paid by or on  behalf  of  the  Issuer), as and when
due, regardless of any defense, right of set-off or counterclaim  which the
Issuer  may  have  or  assert  other  than  the  defense  of  payment.  The
Guarantor's  obligation  to  make  a  Guarantee Payment may be satisfied by
direct payment of the required amounts  by  the Guarantor to the Holders or
by causing the Issuer to pay such amounts to the Holders.

SECTION 5.2 WAIVER OF NOTICE AND DEMAND. The Guarantor hereby waives notice
of acceptance of the Guarantee Agreement and  of  any liability to which it
applies or may apply, presentment, demand for payment, any right to require
a  proceeding  first  against the Guarantee Trustee, Issuer  or  any  other
Person  before  proceeding   against  the  Guarantor,  protest,  notice  of
nonpayment, notice of dishonor,  notice of redemption and all other notices
and demands.

SECTION  5.3  OBLIGATIONS  NOT  AFFECTED.   The   obligations,   covenants,
agreements and duties of the Guarantor under this Guarantee Agreement shall
in no way be affected or impaired by reason of the happening from  time  to
time of any of the following:

 (a)  the  release  or  waiver,  by  operation  of law or otherwise, of the
 performance  or  observance  by  the  Issuer  of  any express  or  implied
 agreement,  covenant,  term  or  condition  relating  to   the   Preferred
 Securities to be performed or observed by the Issuer;

 (b)  the  extension  of  time for the payment by the Issuer of all or  any
 portion of the Distributions  (other than an extension of time for payment
 of Distributions that results from  the  extension of any interest payment
 period  on  the Debentures as so provided in  the  Indenture),  Redemption
 Price, Liquidation  Distribution or any other sums payable under the terms
 of the Preferred Securities  or  the extension of time for the performance
 of any other obligation under, arising  out of, or in connection with, the
 Preferred Securities;

 (c) any failure, omission, delay or lack  of  diligence on the part of the
 Holders  to  enforce, assert or exercise any right,  privilege,  power  or
 remedy conferred  on  the  Holders  pursuant to the terms of the Preferred
 Securities, or any action on the part of the Issuer granting indulgence or
 extension of any kind;

 (d) the voluntary or involuntary liquidation,  dissolution,  sale  of  any
 collateral,  receivership,  insolvency,  bankruptcy,  assignment  for  the
 benefit   of   creditors,   reorganization,  arrangement,  composition  or
 readjustment  of  debt of, or other  similar  proceedings  affecting,  the
 Issuer or any of the assets of the Issuer;

 (e)  any  invalidity  of,  or  defect  or  deficiency  in,  the  Preferred
 Securities;

 (f) the settlement  or  compromise  of any obligation guaranteed hereby or
 hereby incurred; or

 (g) any other circumstance whatsoever  that  might  otherwise constitute a
 legal  or  equitable  discharge or defense of a guarantor,  it  being  the
 intent of this Section 5.3 that the obligations of the Guarantor hereunder
 shall be absolute and unconditional under any and all circumstances.

There shall be no obligation  of  the  Holders  or the Guarantee Trustee to
give notice to, or obtain the consent of, the Guarantor with respect to the
happening of any of the foregoing.

SECTION 5.4 RIGHTS OF HOLDERS. The Guarantor expressly  acknowledges  that:
(i)  this  Guarantee Agreement will be deposited with the Guarantee Trustee
to be held for  the  benefit of the Holders; (ii) the Guarantee Trustee has
the right to enforce this  Guarantee  Agreement  on  behalf of the Holders;
(iii) the Holders of a Majority in Liquidation Preference of the Securities
have  the  right  to  direct the time, method and place of  conducting  any
proceeding for any remedy  available to the Guarantee Trustee in respect of
this Guarantee Agreement or  to  direct  the exercise of any trust or power
conferred upon the Guarantee Trustee under  this  Guarantee  Agreement; and
(iv)  if the Guarantee Trustee fails to enforce the Guarantee,  any  Holder
may institute  a legal proceeding directly against the Guarantor to enforce
its rights under  this  Guarantee  Agreement,  without  first instituting a
legal  proceeding against the Guarantee Trustee, the Issuer  or  any  other
Person.

SECTION  5.5  GUARANTEE  OF  PAYMENT.  This  Guarantee  Agreement creates a
guarantee of payment and not of collection. This Guarantee  Agreement  will
not  be  discharged  except  by  payment  of the Guarantee Payments in full
(without duplication of amounts theretofore  paid  by  the  Issuer) or upon
distribution of Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6 SUBROGATION. The Guarantor shall be subrogated to  all (if any)
rights of the Holders against the Issuer in respect of any amounts  paid to
the Holders by the Guarantor under this Guarantee Agreement and shall  have
the right to waive payment by the Issuer pursuant to Section 5.1; provided,
however,  that  the  Guarantor  shall not (except to the extent required by
mandatory provisions of law) be entitled  to enforce or exercise any rights
which it may acquire by way of subrogation  or any indemnity, reimbursement
or  other  agreement,  in  all  cases as a result  of  payment  under  this
Guarantee Agreement, if, at the time  of  any such payment, any amounts are
due and unpaid under this Guarantee Agreement.  If any amount shall be paid
to  the  Guarantor  in violation of the preceding sentence,  the  Guarantor
agrees to hold such amount  in  trust  for the Holders and to pay over such
amount to the Holders.

SECTION 5.7 INDEPENDENT OBLIGATIONS. The  Guarantor  acknowledges  that its
obligations hereunder are independent of the obligations of the Issuer with
respect to the Preferred Securities and that the Guarantor shall be  liable
as principal and as debtor hereunder to make Guarantee Payments pursuant to
the terms of this Guarantee Agreement notwithstanding the occurrence of any
event referred to in subsections (a) through (g), inclusive, of Section 5.3
hereof.

                   ARTICLE 6 COVENANTS AND SUBORDINATION

SECTION  6.1  SUBORDINATION.  The  Guarantee  Agreement  will constitute an
unsecured obligation of the Guarantor and will rank subordinate  and junior
in right of payment to all liabilities of the Guarantor and PARI PASSU with
the  most senior preferred stock of the Guarantor, if any, now or hereafter
issued  by the Company and with any guarantee now or hereafter entered into
by the Company  in  respect  of  any  preferred  or preference stock of any
affiliate of the Guarantor.

SECTION 6.2 CERTAIN COVENANTS OF THE GUARANTOR.

 (a) Guarantor covenants and agrees that if and so  long  as (i) the Issuer
 is the holder of all the Debentures, (ii) a Tax Event (as  defined  in the
 Trust  Agreement)  in respect of the Issuer has occurred and is continuing
 and (iii) the Guarantor has elected, and has not revoked such election, to
 pay Additional Sums  (as defined in the Trust Agreement) in respect of the
 Preferred Securities and  Common Securities, the Guarantor will pay to the
 Issuer such Additional Sums.

 (b) The Guarantor covenants  and  agrees  that  it  will not, and will not
 cause any subsidiary of the Guarantor to, (i) declare or pay any dividends
 or distributions on, or redeem, purchase, acquire, or  make  a liquidation
 payment with respect to, any of the Guarantor's capital stock or (ii) make
 any  payment  of  principal,  interest or premium, if any, on or repay  or
 repurchase  or  redeem  any  debt  securities   (including  guarantees  of
 indebtedness for money borrowed) of the Guarantor  that  rank  PARI  PASSU
 with or junior to the Debentures (other than (a) any dividend, redemption,
 liquidation,  interest,  principal  or  guarantee payment by the Guarantor
 where the payment is made by way of securities  (including  capital stock)
 that  rank  PARI  PASSU  with  or  junior to the securities on which  such
 dividend, redemption, interest, principal  or  guarantee  payment is being
 made, (b) redemptions or purchases of any rights pursuant to a stockholder
 rights agreement, and the declaration of a dividend of such  rights or the
 issuance of preferred stock under such a plan in the future, (c)  payments
 under  this  Agreement,  (d)  purchases  of  Common  Shares related to the
 issuance of Common Shares under any of the Guarantor's  benefit  plans for
 its   directors,   officers   or   employees,   (e)   as  a  result  of  a
 reclassification  of  the  Guarantor's  capital stock or the  exchange  or
 conversion of one series or class of the  Guarantor's  capital  stock  for
 another  series  or  class  of  the  Guarantor's capital stock and (f) the
 purchase  of fractional interests in shares  of  the  Guarantor's  capital
 stock pursuant  to  the  conversion or exchange provisions of such capital
 stock or the security being  converted  or  exchanged) if at such time (i)
 there  shall have occurred any event of which  the  Guarantor  has  actual
 knowledge  that  (a)  with  the  giving of notice or the lapse of time, or
 both, would constitute an "Event of  Default"  under  the  Indenture  with
 respect  to the Debentures and (b) in respect of which the Guarantor shall
 not have taken  reasonable  steps  to cure, (ii) the Guarantor shall be in
 default with respect to its payment of any obligations under the Guarantee
 or (iii) the Guarantor shall have given  notice  of  its  selection  of an
 Extension  Period  (as  defined  in  the  Indenture)  with  respect to the
 Debentures  and  shall  not have rescinded such notice, or such  Extension
 Period, or any extension thereof, shall be continuing.

 (c)  The Guarantor covenants  and  agrees  (i)  to  maintain  directly  or
 indirectly  100% ownership of the Common Securities, provided that certain
 successors which  are  permitted  by  the  Indenture  may  succeed  to the
 Guarantor's  ownership  of  the Common Securities, (ii) not to voluntarily
 dissolve the Issuer, except (a)  in  connection with a distribution of the
 Debentures to the holders of the Preferred  Securities  in  dissolution of
 the  Issuer  or (b) in connection with certain mergers, consolidations  or
 amalgamations   permitted  by  the  Trust  Agreement,  (iii)  to  use  its
 reasonable efforts,  consistent with the terms and provisions of the Trust
 Agreement, to cause the Issuer to remain classified as a grantor trust and
 not as an association taxable as a corporation or a partnership for United
 States  Federal income  tax  purposes,  (iv)  for  so  long  as  Preferred
 Securities are outstanding, not to convert Debentures except pursuant to a
 notice of  conversion delivered to the Conversion Agent (as defined in the
 Trust Agreement) by a Holder, (v) to maintain the reservation for issuance
 of the number  of  Common  Shares that would be required from time to time
 upon  the  conversion of all the  Debentures  then  outstanding,  (vi)  to
 deliver shares of Common Shares upon an election by the Holders to convert
 such Preferred  Securities  into  Common  Shares  and  (vii)  to honor all
 obligations described herein relating to the conversion or exchange of the
 Preferred Securities into or for Common Shares or Debentures.

                           ARTICLE 7 TERMINATION

SECTION 7.1 TERMINATION. This Guarantee Agreement shall terminate and be of
no  further force and effect upon (i) full payment of the Redemption  Price
of all  Preferred  Securities,  (ii)  the distribution of Debentures to the
Holders in exchange for all of the Preferred Securities, (iii) full payment
of  the  amounts  payable  in  accordance with  the  Trust  Agreement  upon
dissolution of the Issuer or (iv)  upon the distribution, if any, of Common
Shares  to  the  holders of the Preferred  Securities  in  respect  of  the
conversion of all  such  holders'  Preferred Securities into Common Shares.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as  the  case  may  be, if at any time any
Holder  must  restore  payment of any sums paid with respect  to  Preferred
Securities or this Guarantee Agreement.

                          ARTICLE 8 MISCELLANEOUS

SECTION 8.1 SUCCESSORS AND ASSIGNS. All guarantees and agreements contained
in this Guarantee Agreement  shall bind the successors, assigns, receivers,
trustees and representatives of  the  Guarantor  and  shall  inure  to  the
benefit of the Holders of the Preferred Securities then outstanding. Except
in  connection with a consolidation, merger or sale involving the Guarantor
that  is  permitted  under Article 8 of the Indenture and pursuant to which
the assignee agrees in  writing  to  perform  the  Guarantor's  obligations
hereunder, the Guarantor shall not assign its obligations hereunder.

SECTION  8.2  AMENDMENTS. Except with respect to any changes which  do  not
adversely affect  the  rights  of  the  Holders in any material respect (in
which  case no consent of the Holders will  be  required),  this  Guarantee
Agreement may only be amended with the prior approval of the Holders of not
less than  a  Majority  in  Liquidation  Preference  of the Securities. The
provisions of Article 6 of the Trust Agreement concerning  meetings  of the
Holders  shall  apply  to  the giving of such approval. The Guarantor shall
furnish the Guarantee Trustee  with an Officers' Certificate and an Opinion
of Counsel to the effect that any amendment of this Agreement is authorized
and permitted.

SECTION 8.3 NOTICES. Any notice, request or other communication required or
permitted to be given hereunder  shall  be  in  writing, duly signed by the
party  giving such notice, and delivered, telecopied  or  mailed  by  first
class mail as follows:

 (a) if  given  to  the  Guarantor,  to the address set forth below or such
 other address as the Guarantor may give  notice  of  to the Holders: Merry
 Land Properties, Inc., 624 Ellis Street, Augusta, Georgia 30901 Phone No.:
 (706)  722-6756  Facsimile No.: (706) 722-0002 Attention:  Mr.  Dorrie  E.
 Green

 (b) if given to the  Issuer,  in  care  of  the  Guarantee Trustee, at the
 Issuer's (and the Guarantee Trustee's) address set  forth  below  or  such
 other  address  as  the Guarantee Trustee on behalf of the Issuer may give
 notice of to the Holders:

 Merry Land  Capital Trust,  624 Ellis Street, Augusta, Georgia 30901 Phone
 No.: (706) 722-6756 Facsimile No.: (706) 722-0002 Attention: Mr. Dorrie E.
 Green

 with a copy to:

 First Union National Bank, 999  Peachtree  Street,  N.E., Atlanta, Georgia
 30309 Phone No.: (404) 827-7346 Facsimile No.: (404)  827-7305  Attention:
 Ms. Teresa Davis

 (c)  if  given  to  any Holder, at the address set forth on the books  and
 records of the Issuer.

All notices hereunder  shall  be deemed to have been given when received in
person, telecopied with receipt  confirmed,  or mailed by first class mail,
postage  prepaid,  except  that if a notice or other  document  is  refused
delivery or cannot be delivered  because  of  a changed address of which no
notice was given, such notice or other document  shall  be  deemed  to have
been delivered on the date of such refusal or inability to deliver.

SECTION 8.4 BENEFIT. This Guarantee Agreement is solely for the benefit  of
the   Holders  and  is  not  separately  transferable  from  the  Preferred
Securities.

SECTION 8.5 INTERPRETATION. In this Guarantee Agreement, unless the context
otherwise requires:

 (a) capitalized  terms used in this Guarantee Agreement but not defined in
 the preamble hereto  have  the  respective  meanings  assigned  to them in
 Section 1.1;

 (b)  a  term  defined  anywhere  in  this Guarantee Agreement has the same
 meaning throughout;

 (c)  all  references  to  "the  Guarantee Agreement"  or  "this  Guarantee
 Agreement" are to this Guarantee  Agreement  as  modified, supplemented or
 amended from time to time;

 (d) all references in this Guarantee Agreement to  Articles  and  Sections
 are  to Articles and Sections of this Guarantee Agreement unless otherwise
 specified;

 (e) a  term  defined  in the Trust Indenture Act has the same meaning when
 used  in  this  Guarantee  Agreement  unless  otherwise  defined  in  this
 Guarantee Agreement or unless the context otherwise requires;

 (f) a reference to the singular includes the plural and vice versa; and

 (g) the masculine,  feminine  or  neuter genders used herein shall include
 the masculine, feminine and neuter genders.

SECTION 8.6 GOVERNING LAW. THIS GUARANTEE  AGREEMENT  SHALL  BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE  STATE  OF
GEORGIA WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

This  instrument  may  be  executed  in any number of counterparts, each of
which  so  executed  shall  be  deemed to be  an  original,  but  all  such
counterparts shall together constitute but one and the same instrument.


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<PAGE>


THIS GUARANTEE AGREEMENT is executed  as  of  the  day and year first above
written.

                    MERRY LAND PROPERTIES, INC.

                    By:_____________________________________
                    Name:
                    Title:

                    FIRST UNION NATIONAL BANK,
                    as Guarantee Trustee


                    By:_____________________________________
                    Name:
                    Title:


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