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                                                                  EXHIBIT 4.8(b)



                           JOINT AND SEVERAL GUARANTY

     THIS JOINT AND SEVERAL GUARANTY, dated as of October 27, 1999 (as amended
or restated from time to time, this "Guaranty"), by each of Gwaltney of
Smithfield, Ltd., John Morrell & Co., The Smithfield Packing Company,
Incorporated, SFFC, Inc., Patrick Cudahy Incorporated, Brown's of Carolina,
Inc., Carroll's Foods, Inc., Carroll's Realty, Inc., Carroll's Realty
Partnership, North Side Foods Corp., Lykes Meat Group, Inc., Circle Four
Corporation, Brown's Farms, LLC, Carroll's Foods of Virginia, Inc., Smithfield-
Carroll's Farms, and Central Plains Farms, Inc. (together with their respective
successors and assigns, each, individually, a "Guarantor" and collectively, the
"Guarantors"), in favor of each of the Noteholders (as such term is hereinafter
defined).

1.  PRELIMINARY STATEMENT.

          Smithfield Foods, Inc. (together with its successors and assigns, the
"Company"), a Virginia corporation, has authorized, pursuant to those certain
Note Purchase Agreements (collectively, as may be amended or restated from time
to time, the "Note Purchase Agreement"), each dated as of October 27, 1999,
entered into separately between the Company and, respectively, each of the
purchasers of the Notes named on Annex 1 to the Note Purchase Agreement (the
"Purchasers"), the issuance of:

(a)  $100,000,000 in aggregate principal amount of its 7.89% Series I Senior
     Secured Notes due October 1, 2009 (as said notes may be amended, restated
     or otherwise modified from time to time, together with any notes given in
     substitution for or replacement of said notes, the "Series I Notes");

(b)  $50,000,000 in aggregate principal amount of its Variable Rate Series J
     Senior Secured Notes due October 1, 2009 (as said notes may be amended,
     restated or otherwise modified from time to time, together with any notes
     given in substitution for or replacement of said notes, the "Series J
     Notes");

(c)  $50,000,000 in aggregate principal amount of its 8.44% Series K Senior
     Secured Notes due October 1, 2009 (as said notes may be amended, restated
     or otherwise modified from time to time, together with any notes given in
     substitution for or replacement of said notes, the "Series K Notes"); and
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(d)  $25,000,000 in aggregate principal amount of its LIBOR Rate Series L Senior
     Secured Notes due October 1, 2009 (as said notes may be amended, restated
     or otherwise modified from time to time, together with any notes given in
     substitution for or replacement of said notes, the "Series L Notes");

The Series I Notes, the Series J Notes, the Series K Notes and the Series L
Notes are herein referred to, individually, as a "Note," and collectively, as
the "Notes."

1.1  In order to induce the Purchasers to purchase the Notes, the Company has
agreed, pursuant to the Note Purchase Agreement, that the Guarantors will be
required to guaranty unconditionally all of the obligations of the Company under
and in respect of the Notes and the Note Purchase Agreement pursuant to the
terms and provisions hereof.

1.2  The Guarantors and the Company are operated as part of one consolidated
business entity and are directly dependent upon each other for and in connection
with their respective business activities and their respective financial
resources.  Each Guarantor will receive direct and indirect economic, financial
and other benefits from the indebtedness incurred under the Note Purchase
Agreement and the Notes by the Company, and under this Guaranty by such
Guarantor, and the incurrence of such indebtedness is in the best interests of
such Guarantor.  The Company and the Guarantors have explicitly induced the
Purchasers to purchase the Notes based on and in reliance on the consolidated
financial condition of the Company and its subsidiaries, including the
Guarantors.

1.3  All acts and proceedings required by law and by the certificates or
articles of incorporation, as the case may be, and bylaws (or other
organizational or constitutive documents) of each Guarantor necessary to
constitute this Guaranty a valid and binding agreement for the uses and purposes
set forth herein in accordance with its terms have been done and taken, and the
execution and delivery hereof has been in all respects duly authorized by each
Guarantor.

2.  GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS

2.1  Guarantied Obligations.

          Each Guarantor, in consideration of the execution and delivery of the
Note Purchase Agreement by the Purchasers and the purchase of the Notes and/or
exchange of certain promissory notes previously issued by certain of the
Guarantors for the Notes, hereby irrevocably, unconditionally, absolutely,
jointly

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and severally guarantees, on a continuing basis, to each Noteholder, as and for
such Guarantor's own debt, until final and indefeasible payment has been made:

(a)  the due and punctual payment by the Company of the principal of, and
     interest, and the Make-Whole Amount (if any) on, the Notes at any time
     outstanding and the due and punctual payment of all other amounts payable,
     and all other indebtedness owing, by the Company to the Noteholders under
     the Note Purchase Agreement and the Notes, in each case when and as the
     same shall become due and payable, whether at maturity, pursuant to
     mandatory or optional prepayment, by acceleration or otherwise, all in
     accordance with the terms and provisions hereof and thereof; it being the
     intent of each Guarantor that the guaranty set forth herein shall be a
     continuing guaranty of payment and not a guaranty of collection; and

(b)  the punctual and faithful performance, keeping, observance, and fulfillment
     by the Company of all duties, agreements, covenants and obligations of the
     Company contained in the Note Purchase Agreement and the Notes.

All of the obligations set forth in subsection (a) and subsection (b) of this
Section 2.1 are referred to herein as the "Guarantied Obligations" and the
guaranty thereof contained herein is referred to herein as the "Unconditional
Guaranty".  This Unconditional Guaranty is a primary, original and immediate
obligation of each Guarantor and is an absolute, unconditional, continuing and
irrevocable guaranty of payment and performance and shall remain in full force
and effect until the full, final and indefeasible payment of the Guarantied
Obligations.

2.2  Performance Under the Note Purchase Agreement.

          In the event the Company fails to pay, perform, keep, observe, or
fulfill any Guarantied Obligation in the manner provided in the Notes or in the
Note Purchase Agreement, each of the Guarantors shall cause forthwith to be paid
the moneys, or to be performed, kept, observed, or fulfilled each of such
obligations, in respect of which such failure has occurred in accordance with
the terms and provisions of the Note Purchase Agreement and the Notes.  In
furtherance of the foregoing, if an Event of Default shall exist, all of the
Guarantied Obligations shall, in the manner and subject to the limitations
provided in the Note Purchase Agreement for the acceleration of the maturity of
the Notes, forthwith become due and payable without notice, regardless of
whether the acceleration of the maturity of the Notes shall be stayed, enjoined,
delayed or otherwise prevented.

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2.3  Undertakings in Note Purchase Agreement.

          Each of the Guarantors will comply with each of the undertakings of
the Company in the Note Purchase Agreement in respect of which the Company
undertakes to cause the Guarantors (in their capacity as Guarantors and as
Subsidiaries) to comply with such undertakings, as if such undertakings (as they
apply to the Guarantors) were set forth at length herein as the undertakings of
each such Guarantor.

2.4  Releases.

          Each of the Guarantors consents and agrees that, without any notice
whatsoever to or by the Guarantors and without impairing, releasing, abating,
deferring, suspending, reducing, terminating or otherwise affecting the
obligations of any of the Guarantors hereunder, each Noteholder, by action or
inaction, may:

(a)  compromise or settle, renew or extend the period of duration or the time
     for the payment, or discharge the performance of, or may refuse to, or
     otherwise not, enforce, or may, by action or inaction, release all or any
     one or more parties to, any one or more of this Guaranty, the Notes, the
     Note Purchase Agreement, any other guaranty or agreement or instrument
     related thereto or hereto;

(b)  assign, sell or transfer, or otherwise dispose of, any one or more of the
     Notes;

(c)  grant waivers, extensions, consents and other indulgences of any kind
     whatsoever to the Company or any other guarantor in respect of any one or
     more of this Guaranty, the Notes, the Note Purchase Agreement, any other
     guaranty or any agreement or instrument related thereto or hereto;

(d)  amend, modify or supplement in any manner whatsoever and at any time (or
     from time to time) any one or more of the Notes, the Note Purchase
     Agreement, any other guaranty or any agreement or instrument related
     hereto;

(e)  release or substitute any one or more of the endorsers or guarantors of the
     Guarantied Obligations, whether parties hereto or not; and

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(f)  sell, exchange, release, surrender or enforce, by action or inaction, any
     Property at any time pledged or granted as security in respect of the
     Guarantied Obligations in accordance with the terms and conditions of the
     agreements and instruments pursuant to which such Property was pledged or
     granted (as such agreements and instruments may be amended from time to
     time, and without any requirement of notice of such amendment to any
     Guarantor), whether so pledged or granted by the Company, any Guarantor or
     another guarantor of the Company's obligations under the Note Purchase
     Agreement, the Notes, any other guaranty or any agreement or instrument
     related hereto.

2.5  Waivers.

               To the fullest extent permitted by law, each of the Guarantors
does hereby waive:

(a)  any notice of

               (i)  acceptance of this Unconditional Guaranty;

               (ii) any purchase of the Notes under the Note Purchase
     Agreement, or the creation, existence or acquisition of any of the
     Guarantied Obligations, or the amount of the Guarantied Obligations,
     subject to the Guarantors' right to make inquiry of each Noteholder to
     ascertain the amount of the Guarantied Obligations owing to such Noteholder
     at any reasonable time, provided that the Guarantors will look solely to
     the Company for the determination of the identities of the Noteholders;

               (iii)  any transfer of Notes from one holder to another;

               (iv) any adverse change in the financial condition of the
     Company or any other fact that might increase, expand or affect any of the
     Guarantors' risk hereunder;

               (v)  presentment for payment, demand, protest, and notice
     thereof as to the Notes or any other instrument;

               (vi) any Default or Event of Default; and

               (vii)  any kind or nature whatsoever to which any of the
     Guarantors might otherwise be entitled, other than those

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     specifically required to be given to each of such Guarantors pursuant to
     the terms of this Guaranty;

(b)  the right by statute or otherwise to require any Noteholder to institute
     suit against the Company, any Guarantor, or any other guarantor or to
     exhaust the rights and remedies of any Noteholder against the Company, any
     Guarantor or any other guarantor, including, specifically (but not limited
     to) any rights such Guarantor might otherwise have had under Virginia Code
     Sections 49-25 and 49-26, et. seq. and R.C.G.S. Sections 26-7, et. seq.
                               --  ---                              --  ---
     (and any successor statute);

(c)  the benefit of any stay (except in connection with a pending appeal),
     valuation, appraisal, redemption or extension law now or at any time
     hereafter in force which, but for this waiver, might be applicable to any
     sale of Property of any Guarantor made under any judgment, order or decree
     based on this Guaranty, and each Guarantor covenants that it will not at
     any time insist upon or plead, or in any manner claim or take the benefit
     or advantage of such law;

(d)  any defense or objection to the absolute, primary, continuing nature, or
     the validity, enforceability or amount, of this Unconditional Guaranty,
     including, without limitation, any defense based on (and the primary,
     continuing nature, and the validity, enforceability and amount, of this
     Unconditional Guaranty shall be unaffected by), any of the following:

               (i) any change in future conditions;

               (ii)  any change of law;

               (iii)  any invalidity or irregularity with respect to the
     issuance or assumption of any obligations (including, without limitation,
     the Note Purchase Agreement, the Notes or any agreement or instrument
     related hereto) by the Company or any other Person;

               (iv) the execution and delivery of any agreement at any time
     hereafter (including, without limitation, the Note Purchase Agreement, the
     Notes or any agreement or instrument related hereto) of the Company or any
     other Person;

               (v) the genuineness, validity, regularity or enforceability of
     any of the Guarantied Obligations;

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               (vi) any default, failure or delay, willful or otherwise, in the
     performance of any obligations by the Company or any Guarantor;

               (vii)  any creditors' rights, bankruptcy, receivership or other
     insolvency proceeding of the Company or any Guarantor, or sequestration or
     seizure of any Property of the Company or any Guarantor, or any merger,
     consolidation, reorganization, dissolution, liquidation or winding up or
     change in corporate constitution or corporate identity or loss of corporate
     identity of the Company or any Guarantor;

               (viii)  any disability or other defense of the Company or any
     Guarantor to payment and performance of all Guarantied Obligations other
     than the defense that the Guarantied Obligations shall have been fully and
     finally performed and indefeasibly paid;

               (ix) the cessation from any cause whatsoever of the liability of
     the Company or any Guarantor in respect of the Guarantied Obligations;

               (x) impossibility or illegality of performance on the part of the
     Company or any Guarantor under the Note Purchase Agreement, the Notes or
     this Guaranty;

               (xi) any change in the circumstances of the Company, any
     Guarantor or any other Person, whether or not foreseen or foreseeable,
     whether or not imputable to the Company or any Guarantor, including,
     without limitation, impossibility of performance through fire, explosion,
     accident, labor disturbance, floods, droughts, embargoes, wars (whether or
     not declared), civil commotions, acts of God or the public enemy, delays or
     failure of suppliers or carriers, inability to obtain materials, economic
     or political conditions, or any other causes affecting performance, or any
     other force majeure, whether or not beyond the control of the Company or
     any Guarantor and whether or not of the kind hereinbefore specified;

               (xii)  any attachment, claim, demand, charge, Lien, order,
     process, encumbrance or any other happening or event or reason, similar or
     dissimilar to the foregoing, or any withholding or diminution at the
     source, by reason of any taxes, assessments, expenses, indebtedness,
     obligations or liabilities of any character, foreseen or unforeseen, and
     whether or not valid, incurred by or against any Person, or any claims,
     demands, charges, Liens or encumbrances of any nature, foreseen or
     unforeseen, incurred by any Person, or against any sums payable under the
     Note Purchase Agreement or the Notes or any agreement or instrument related

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     hereto so that such sums would be rendered inadequate or would be
     unavailable to make the payment as herein provided;

               (xiii)  any change in the ownership of the equity securities of
     the Company, any Guarantor or any other Person liable in respect of the
     Notes; or

               (xiv)  any other action, happening, event or reason whatsoever
     that shall delay, interfere with, hinder or prevent, or in any way
     adversely affect, the performance by the Company or any Guarantor of any of
     its obligations under the Note Purchase Agreement, the Notes or this
     Guaranty.

2.6  Certain Waivers of Subrogation, Reimbursement and Indemnity.

          Until the Guarantied Obligations have been finally and indefeasibly
paid, none of the Guarantors shall have any right of subrogation, reimbursement,
or indemnity whatsoever in respect of the Guarantied Obligations, and no right
of recourse to or with respect to any assets or Property of the Company or any
other Guarantor.

2.7  Invalid Payments.

          To the extent the Company makes a payment or payments to any
Noteholder, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required,
for any of the foregoing reasons or for any other reason, to be repaid or paid
over to a custodian, trustee, receiver or any other party or officer under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, state or federal law, or any
common law or equitable cause, then to the extent of such payment or repayment,
the obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made and each
Guarantor shall be primarily liable for such obligation.

2.8  Marshaling.

          Neither any Noteholder nor any Person acting for the benefit of any
Noteholder shall be under any obligation to marshal any assets in favor of any
of the Guarantors or against or in payment of any or all of the Guarantied
Obligations.

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2.9  Subordination.

          In the event that, for any reason whatsoever, the Company or a Person
obligated in respect of the Guarantied Obligations pursuant to another
agreement, is now or hereafter becomes indebted to any Guarantor in any manner
(such indebtedness referred to as an "Affiliate Obligation"), the amount of such
Affiliate Obligation, interest thereon, and all other amounts due with respect
thereto, shall, at all times during the existence of a Default or an Event of
Default, be subordinate as to time of payment and in all other respects to all
the Guarantied Obligations, and such Guarantor shall not be entitled to enforce
or receive payment thereof until all sums then due and owing to the Noteholders
in respect of the Guarantied Obligations shall have been paid in full, except
that such Guarantor may enforce (and shall enforce, at the request of the
Required Holders, and at such Guarantor's expense) any obligations in respect of
any such Affiliate Obligation owing to such Guarantor from the Company or such
indebted Person so long as all proceeds in respect of any recovery from such
enforcement shall be held by such Guarantor in trust for the benefit of the
Noteholders, to be paid to the Noteholders as promptly as reasonably possible.
If any other payment, other than pursuant to the immediately preceding sentence,
shall have been made to any Guarantor by the Company or such indebted Person on
any such Affiliate Obligation during any time that a Default or an Event of
Default exists and there are Guarantied Obligations outstanding, such Guarantor
shall hold in trust all such payments for the benefit of the Noteholders, to be
paid to the Noteholders as promptly as reasonably possible.

2.10  Setoff, Counterclaim or Other Deductions.

          Except as otherwise required by law, each payment by any one or more
of the Guarantors shall be made without setoff, counterclaim or other deduction.

2.11  Election by Guarantors to Perform Obligations.

          Any election by any one or more of the Guarantors to pay or otherwise
perform any of the obligations of the Company under the Notes, the Note Purchase
Agreement or any agreement or instrument related hereto shall not release the
Company, any of the Guarantors or any other guarantor from such obligations or
any of such Person's other obligations under the Notes, the Note Purchase
Agreement or any agreement or instrument related hereto.

2.12  No Election of Remedies by Noteholders.

          To the extent provided in the Note Purchase Agreement, each Noteholder
shall, individually or collectively, have the right to seek recourse against
each of the Guarantors to the fullest extent provided for herein for such
Guarantor's

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obligations under this Guaranty in respect of the Guarantied Obligations. No
election to proceed in one form of action or proceeding, or against any party,
or on any obligation, shall constitute a waiver of such Noteholder's right to
proceed in any other form of action or proceeding or against other parties
unless such Noteholder has expressly waived such right in writing. Specifically,
but without limiting the generality of the foregoing, no action or proceeding by
any Noteholder against the Company or any Guarantor under any document or
instrument evidencing obligations of the Company or any Guarantor to such
Noteholder shall serve to diminish the liability of any Guarantor under this
Guaranty, except to the extent that such Noteholder finally and unconditionally
shall have realized payment by such action or proceeding.

2.13  Separate Action; Other Enforcement Rights.

          Each of the rights and remedies granted under this Guaranty to each
Noteholder in respect of the Notes held by such Noteholder may be exercised by
such Noteholder without notice by such Noteholder to, or the consent of or any
other action by, any other Noteholder.  Each Noteholder may proceed to protect
and enforce this Unconditional Guaranty by suit or suits or proceedings in
equity, at law or in bankruptcy, and whether for the specific performance of any
covenant or agreement contained herein or in execution or aid of any power
herein granted or for the recovery of judgment for the obligations hereby
guarantied or for the enforcement of any other proper, legal or equitable remedy
available under applicable law.

2.14  Noteholder Setoff.

          Each Noteholder shall have, to the fullest extent permitted by law and
this Guaranty, a right of set-off against any and all credits and any and all
other Property of each or all of the Guarantors, now or at any time whatsoever,
with or in the possession of, such Noteholder, or anyone acting for such
Noteholder, to ensure the full performance of any and all obligations of the
Guarantors hereunder.

2.15  Delay or Omission; No Waiver.

          No course of dealing on the part of any Noteholder and no delay or
failure on the part of any such Person to exercise any right hereunder shall
impair such right or operate as a waiver of such right or otherwise prejudice
such Person's rights, powers and remedies hereunder.  Every right and remedy
given by this Unconditional Guaranty or by law to any Noteholder may be
exercised from time to time as often as may be deemed expedient by such Person.

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2.16  Restoration of Rights and Remedies.

          If any Noteholder shall have instituted any proceeding to enforce any
right or remedy under this Unconditional Guaranty or under any Note held by such
Noteholder, and such proceeding shall have been dismissed, discontinued or
abandoned for any reason, or shall have been determined adversely to such
Noteholder, then and in every such case each such Noteholder, the Company and
each of the Guarantors shall, except as may be limited or affected by any
determination (including, without limitation, any determination in connection
with any such dismissal) in such proceeding, be restored severally and
respectively to its respective former positions hereunder and thereunder, and
thereafter, subject as aforesaid, the rights and remedies of such Noteholders
shall continue as though no such proceeding had been instituted.

2.17  Cumulative Remedies.

          No remedy under this Guaranty, the Note Purchase Agreement or the
Notes is intended to be exclusive of any other remedy, but each and every remedy
shall be cumulative and in addition to any and every other remedy given pursuant
to this Guaranty, the Note Purchase Agreement, the Notes or the other Financing
Documents.

2.18  Limitation on Guarantied Obligations.

          Notwithstanding anything in Section 2.1 or elsewhere in this Guaranty
or any other Financing Document to the contrary, the obligations of each
Guarantor under this Guaranty shall at each point in time be limited to an
aggregate amount equal to the greatest amount that would not result in such
obligations being subject to avoidance, or otherwise result in such obligations
being unenforceable, at such time under applicable law (including, without
limitation, to the extent, and only to the extent, applicable to each Guarantor,
Section 548 of the Bankruptcy Code of the United States of America and any
comparable provisions of the law of any other jurisdiction, any capital
preservation law of any jurisdiction and any other law of any jurisdiction that
at such time limits the enforceability of the obligations of such Guarantor
under this Guaranty).

2.19  Maintenance of Offices.

          Each Guarantor will maintain an office at its address set forth in
Section 5.3 where notices, presentations and demands in respect of this Guaranty
may be made upon it.  Each Guarantor will maintain its office at such address
until

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such time as such Guarantor shall notify the Noteholders of any change of
location of such office.

2.20  Further Assurances.

          Each Guarantor will cooperate with the Noteholders and execute such
further instruments and documents as the Required Holders shall reasonably
request to carry out, to the reasonable satisfaction of the Required Holders,
the transactions contemplated by the Note Purchase Agreements, the Notes, this
Guaranty and the documents and instruments related thereto.

3.  INTERPRETATION OF THIS GUARANTY

3.1  Terms Defined.

          As used in this Guaranty, capitalized terms have the meaning specified
in the Note Purchase Agreement unless otherwise specified below or set forth in
the section of this Guaranty referred to immediately following such term (such
definitions, unless otherwise expressly provided, to be equally applicable to
both the singular and plural forms of the terms defined):

          Affiliate Obligation -- Section 2.9.

          Company -- Section 1.1.

          Cudahy -- has the meaning assigned to such term in the first
paragraph hereof.

          Guaranteeing Subsidiaries -- Section 4.3.

          Guarantied Obligations -- Section 2.1.

          Guarantor -- has the meaning assigned to such term in the
first paragraph hereof.

          Guaranty, this -- has the meaning assigned to such term in
the first paragraph hereof.

          Note Purchase Agreement -- Section 1.1.

          Noteholder -- means, at any time, each Person that is the
holder of any Note at such time.

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          Notes -- Section 1.1.

          Purchasers -- Section 1.1.

          Series I Notes -- Section 1.1.

          Series J Notes -- Section 1.1.

          Series K Notes -- Section 1.1.

          Series L Notes -- Section 1.1.

          Unconditional Guaranty -- Section 2.1.

3.2  Section Headings and Construction.

(a)  Section Headings, etc. The titles of the Sections appear as a matter of
     convenience only, do not constitute a part hereof and shall not affect the
     construction hereof. The words "herein," "hereof," "hereunder" and "hereto"
     refer to this Guaranty as a whole and not to any particular Section or
     other subdivision. Unless otherwise specified, references to Sections are
     to Sections of this Agreement and references to Annexes are to Annexes to
     this Agreement.

(b)  Construction. Each covenant contained herein shall be construed (absent an
     express contrary provision herein) as being independent of each other
     covenant contained herein, and compliance with any one covenant shall not
     (absent such an express contrary provision) be deemed to excuse compliance
     with one or more other covenants.

4.  WARRANTIES AND REPRESENTATIONS

          Each Guarantor represents and warrants to each Purchaser, as
of the date hereof, as follows:

4.1  Generally.

(a)  Such Guarantor is fully aware of the financial condition of the Company and
     is delivering this Guaranty based solely upon its own independent
     investigation and in no part upon any representation or statement of any
     Noteholder with respect thereto. Such Guarantor is in a position to obtain,
     and hereby assumes full responsibility for obtaining, any additional
     information concerning the financial condition of the Company as such
     Guarantor may deem material to its obligations hereunder, and such
     Guarantor is not relying upon,

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     nor expecting, any Noteholder to furnish it any information concerning the
     financial condition of the Company.

(b)  As of the date of the execution and delivery of this Guaranty, the fair
     salable value of the assets of such Guarantor, taken as a whole, exceeds
     its liabilities, taken as a whole; such Guarantor is able to pay and
     discharge all of its debts (including, without limitation, its current
     liabilities) as they become due and after giving effect to the transactions
     contemplated by this Guaranty, such Guarantor will not become unable to pay
     and discharge such debts as they become due; there are no presently pending
     material court or administrative proceedings or undischarged judgments
     against the Guarantor; and no tax Liens have been filed or threatened
     against such Guarantor, nor is such Guarantor in default or claimed default
     under any agreement for borrowed money.

(c)  Such Guarantor is a corporation duly organized and validly existing and in
     good standing under the laws of its jurisdiction of incorporation. Such
     Guarantor has the corporate power to own its Properties and carry on its
     business as it is now being conducted. Such Guarantor has the valid
     authority and the corporate power to enter into and perform, and has taken
     all necessary action to authorize the entry into, and the performance and
     delivery of, this Guaranty and the transactions contemplated hereby.

(d)  This Guaranty has been duly authorized by all necessary action on the part
     of such Guarantor, has been duly executed and delivered by duly authorized
     officers of such Guarantor, and constitutes a legal, valid and binding
     obligation of such Guarantor.

(e)  The entry into and performance of this Guaranty and the transactions
     contemplated hereby do not and will not conflict with any applicable law or
     regulation or official or judicial order, conflict with the articles or
     certificate of incorporation, or bylaws, of such Guarantor, conflict with
     any agreement or document to which such Guarantor is a party or that is
     binding upon it or any of its Properties, or result in the creation or
     imposition of any Lien on any of its Properties pursuant to the provisions
     of any agreement or document.

4.2  Nature of Business of Company and Subsidiaries.

          The Company, the Guarantors, and all of the other Subsidiaries are,
and will be, as to financing and capital raising activities, operated as part of
one consolidated business entity and each Guarantor is directly or indirectly
dependent upon each other Guarantor and each other Subsidiary and the

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Company for and in connection with its business activities and its financial
resources. The Company and the Subsidiaries have sought and obtained the sale of
the Notes and the related transactions based on their consolidated financial
position and the Company and the Subsidiaries understand that the Purchasers are
relying on the consolidated financial condition of the Company and the
Subsidiaries in purchasing the Notes.

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4.3  Solvency.

          The fair value of the business and assets of each of the Company and
each of the Guarantors will be in excess of the amount that will be required to
pay its liabilities (including, without limitation, contingent, subordinated,
unmatured and unliquidated liabilities on existing debts, as such liabilities
may become absolute and matured), in each case after giving effect to the
transactions contemplated by this Guaranty and the other the Financing
Documents.  Neither the Company nor any Guarantor, after giving effect to the
transactions contemplated by the Financing Documents, will be engaged in any
business or transaction, or about to engage in any business or transaction, for
which such Person has unreasonably small assets or capital (within the meaning
of applicable law, including, without limitation, Section 548 of the United
States Bankruptcy Code), and neither the Company nor any Guarantor has any
intent to

(a)  hinder, delay or defraud any entity to which it is, or will become, on or
     after the Closing Date, indebted, or

(b)  incur debts that would be beyond its ability to pay as they mature.

5  MISCELLANEOUS

5.1  Successors and Assigns.

(a)  Whenever any Guarantor or any of the parties to the Note Purchase Agreement
     is referred to, such reference shall be deemed to include the successors
     and assigns of such party, and all the covenants, promises and agreements
     contained in this Guaranty by or on behalf of any Guarantor shall bind the
     successors and assigns of such Guarantor and shall inure to the benefit of
     each of the Noteholders from time to time whether so expressed or not and
     whether or not an assignment of the rights hereunder shall have been
     delivered in connection with any assignment or other transfer of Notes.

(b)  Each of the Guarantors agrees to take such action as may be reasonably
     requested by any Noteholder in connection with the transfer of the Notes of
     such Noteholder in accordance with the requirements of the Note Purchase
     Agreement in connection with providing an executed copy of this Guaranty to
     the new Noteholder or Noteholders of such Notes, provided that no
     additional obligations of the Guarantors shall thereby be created but
     rather that the existing obligations of the Guarantors shall be more
     particularly stated in respect of one or more future Noteholders that are
     the subject of this Guaranty.

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5.2  Partial Invalidity.

          The unenforceability or invalidity of any provision or provisions
hereof shall not render any other provision or provisions contained herein
unenforceable or invalid.

5.3  Communications.

(a)  Method; Address. All communications hereunder shall be in writing, shall be
     delivered in the manner required by the Note Purchase Agreement, and shall
     be addressed, if to the Guarantors, in care of the Company at its address
     as set forth in the Note Purchase Agreement, and if to any of the
     Noteholders

               (i) if such Noteholder is a Purchaser, at the address set forth
     on Schedule A to the Note Purchase Agreement for such Noteholder, and
     further including any parties referred to on such Schedule A which are
     required to receive notices in addition to such Noteholder, and

               (ii) if such Noteholder is not a Purchaser, at the address set
     forth in the register for the registration and transfer of Notes maintained
     pursuant to Section 5.1 of the Note Purchase Agreement for such Noteholder,

               or to any such party at such other address as such party may
     designate by notice duly given in accordance with this Section 5.3.

(b)  When Given. Any communication so addressed and deposited in the United
     States mail, postage prepaid, by registered or certified mail (in each
     case, with return receipt requested) shall be deemed to be received on the
     third (3rd) succeeding Business Day after the day of such deposit (not
     including the date of such deposit). Any communication so addressed and
     delivered otherwise shall be deemed to be received when actually received
     at the address of the addressee.

5.4  Governing Law.

          THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, INTERNAL VIRGINIA LAW, EXCLUDING CHOICE-OF-LAW PROVISIONS OF
SUCH JURISDICTION THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN SUCH JURISDICTION.


                                       17
<PAGE>

5.5  Effective Date.

          This Guaranty shall be effective as of the date hereof.

5.6  Benefits of Guaranty Restricted.

          Nothing express or implied in this Guaranty is intended or shall be
construed to give to any Person other than the Guarantors, the Noteholders and
the Security Trustee any legal or equitable right, remedy or claim under or in
respect hereof or any covenant, condition or provision herein contained; and all
such covenants, conditions and provisions are and shall be held to be for the
sole and exclusive benefit of the Guarantors, the Noteholders and the Security
Trustee.

5.7  Survival of Representations and Warranties; Entire Agreement.

          All representations and warranties contained herein or made in writing
by the Guarantors in connection herewith shall survive the execution and
delivery hereof.

5.8  Expenses.

(a)  The Guarantors shall pay when billed the reasonable costs and expenses
     (including reasonable attorneys' fees) incurred by the Noteholders and the
     Security Trustee in connection with the consideration, negotiation,
     preparation or execution of any amendments, waivers, consents, standstill
     agreements and other similar agreements with respect hereto (whether or not
     any such amendments, waivers, consents, standstill agreements or other
     similar agreements are executed).

(b)  At any time when any one or more of the Company or the Guarantors and the
     Noteholders are conducting restructuring or workout negotiations in respect
     hereof, or a Default or Event of Default exists, the Guarantors shall pay
     when billed the reasonable costs and expenses (including reasonable
     attorneys' fees and the reasonable fees of professional advisors) incurred
     by the Noteholders in connection with the assessment, analysis or
     enforcement of any rights or remedies that are or may be available to the
     Noteholders.

(c)  If any of the Guarantors shall fail to pay when due any principal of, or
     Make-Whole Amount or interest on, any Note, each of the Guarantors shall
     pay to each Noteholder, to the extent permitted by law, such amounts as
     shall

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<PAGE>

be sufficient to cover the costs and expenses, including but not limited to
reasonable attorneys' fees, incurred by such Noteholder in collecting any sums
due on the Notes.

5.9  Amendment.

          This Guaranty may be amended only in a writing executed by each
Guarantor and the Required Holders.

5.10  Survival.

          So long as the Guarantied Obligations and all payment obligations of
the Guarantors hereunder shall not have been fully and finally performed and
indefeasibly paid, the obligations of the Guarantors hereunder shall survive the
transfer and payment of any Note and the payment in full of all the Notes.

5.11  Entire Agreement.

          This Guaranty constitutes the final written expression of all of the
terms hereof and is a complete and exclusive statement of those terms.

5.12  Duplicate Originals, Execution in Counterpart.

          Two or more duplicate originals hereof may be signed by the parties,
each of which shall be an original but all of which together shall constitute
one and the same instrument.  This Guaranty may be executed in one or more
counterparts and shall be effective when at least one counterpart shall have
been executed by each party hereto, and each set of counterparts that,
collectively, show execution by each party hereto shall constitute one duplicate
original.

     [Remainder of page intentionally blank.  Next page is signature page.]

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<PAGE>

          IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed on its behalf by a duly authorized officer of such Guarantor.


                              [GUARANTORS]


                              By________________________________
                              Name:
                              Title: