GUARANTY

          THIS GUARANTY, dated as of November 1, 1997, executed and delivered by
Abrams  Properties,  Inc. (the  "Guarantor") in favor of NationsBank,  N.A. (the
"Bank").

         WHEREAS,  the  Development  Authority of Douglas  County,  Georgia (the
"Issuer") will issue its Taxable  Industrial  Development  Revenue Bonds (Abrams
Riverside,  LLC  Project),  Series  1997 in the  aggregate  principal  amount of
$11,000,000  (the  "Bonds")  pursuant to that  certain  Indenture of Trust dated
November 1, 1997 (the "Indenture") among the Issuer and AmSouth Bank, as trustee
(the "Trustee") for the purpose of financing the  acquisition,  construction and
equipping of a manufacturing  facility for the  manufacturing  of store fixtures
located in Douglas County, Georgia (the "Project"); and

         WHEREAS,  in connection with the issuance of the Bonds,  the Issuer and
Abrams  Riverside,  LLC (the  "Lessee")  will  enter  into  that  certain  Lease
Agreement dated as of November 1, 1997 (the "Lease Agreement"),  under which the
Lessee agreed to make payments in an amount  sufficient to pay the principal of,
premium, if any, and interest on the Bonds; and

         WHEREAS,  under the Lease  Agreement,  the  Lessee has agreed to pay as
rental payments  amounts  sufficient to pay the principal and purchase price of,
premium,  if any,  and  interest  on the  Bonds as and when the same are due and
payable; and

         WHEREAS,  as security for the payment of the Bonds, the Bank will issue
its  direct-pay  irrevocable  letter of credit  in favor of the  Trustee  in the
original stated amount of $11,162,739.72  (the "Letter of Credit"),  pursuant to
that certain Letter of Credit and  Reimbursement  Agreement dated as of November
1, 1997 (the "Reimbursement Agreement"), between the Lessee and the Bank; and

         WHEREAS, the Guarantor is the sole member of the Lessee;

         WHEREAS,  it is a condition precedent to the Bank issuing its Letter of
Credit, that the Guarantor execute and deliver this Guaranty; and

         WHEREAS, the Guarantor is therefore willing to guarantee the payment in
full of the  principal  of, and  interest  on, all  Guaranteed  Obligations  (as
defined below).




<PAGE>
         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged  by the  Guarantor,  the Guarantor
agrees as follows:

         SECTION  1.   GUARANTY.   The   Guarantor   hereby,   irrevocably   and
                       --------
unconditionally,  guarantees the due and punctual  payment and performance  when
due, whether at stated maturity, by acceleration or otherwise,  of the following
(the following  collectively referred to as the "Guaranteed  Obligations"):  (a)
all Obligations (as defined in the Reimbursement Agreement); and (b) any and all
extensions,  renewals,   modifications,   amendments  or  substitutions  of  the
foregoing.

         SECTION 2.  GUARANTY OF PAYMENT AND NOT OF COLLECTION. This Guaranty is
                     -----------------------------------------
a guaranty of payment,  and not of  collection,  and a debt of the Guarantor for
its own account. Accordingly, the Bank shall not be obligated or required before
enforcing this Guaranty against the Guarantor: (a) to pursue any right or remedy
the Bank may have against the Lessee or any other  guarantor  of the  Guaranteed
Obligations or commence any suit or other  proceeding  against the Lessee or any
other  guarantor of the Guaranteed  Obligations in any court or other  tribunal;
(b) to make any claim in a liquidation  or bankruptcy of the Lessee or any other
guarantor of the Guaranteed Obligations;  or (c) to make demand of the Lessee or
any other  guarantor  of the  Guaranteed  Obligations  or to  enforce or seek to
enforce  or  realize  upon any  collateral  security  held by the Bank which may
secure any of the  Guaranteed  Obligations.  In this  connection,  the Guarantor
hereby waives the right of the Guarantor to require any holder of the Guaranteed
Obligations  to take action  against the Lessee as provided in Official  Code of
Georgia Annotated Section 10-7-24.

         SECTION  3.  GUARANTY  ABSOLUTE.  The  Guarantor  guarantees  that  the
                      ------------------
Guaranteed Obligations will be paid strictly in accordance with the terms of the
documents evidencing the same, regardless of any law, regulation or order now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the Bank with respect  thereto.  The liability of the Guarantor  under
this Guaranty shall be absolute and  unconditional  in accordance with its terms
and shall  remain in full force and effect  without  regard to, and shall not be
released,  suspended,  discharged,  terminated  or  otherwise  affected  by, any
circumstance  or  occurrence  whatsoever,  including,  without  limitation,  the
following (whether or not the Guarantor consents thereto or has notice thereof):

         (a) (i) any change in the  amount,  interest  rate or due date or other
term of any  Guaranteed  Obligations,  or (ii) any change in the time,  place or
manner of payment of all or any portion of the Guaranteed Obligations,  or (iii)
any amendment or waiver of, or consent to the departure from or other indulgence
with respect to, the Reimbursement  Agreement, the Related Documents (as defined
in the Reimbursement  Agreement) or any other document or instrument  evidencing
any  Guaranteed  Obligations,  or (iv)  any  renewal,  extension,  addition,  or
supplement  to, or deletion  from,  or any other action or inaction  under or in


                                    - 2 -


<PAGE>
respect of, the  Reimbursement  Agreement,  the Related  Documents  or any other
documents,  instruments or agreements relating to the Guaranteed  Obligations or
any other  instrument  or  agreement  referred  to  therein  or  evidencing  any
Guaranteed Obligations or any assignment or transfer of any of the foregoing;

         (b)  any  lack  of  validity  or  enforceability  of the  Reimbursement
Agreement, the Related Documents, or any other document, instrument or agreement
referred to therein or evidencing any  Guaranteed  Obligations or any assignment
or transfer of any of the foregoing;

         (c) any  furnishing  to the  Bank of any  additional  security  for the
Guaranteed  Obligations,  or any sale,  exchange,  release or  surrender  of, or
realization on, any collateral security for the Guaranteed Obligations;

         (d) any settlement or compromise of any of the Guaranteed  Obligations,
any security  therefor,  or any liability of any other party with respect to the
Guaranteed  Obligations,  or any  subordination of the payment of the Guaranteed
Obligations to the payment of any other liability of the Lessee;

         (e)   any   bankruptcy,   insolvency,   reorganization,    composition,
adjustment,  dissolution,  liquidation or other like proceeding  relating to the
Guarantor  or the Lessee or any other  Person (as  defined in the  Reimbursement
Agreement),  or any action taken with respect to this Guaranty by any trustee or
receiver, or by any court, in any such proceeding;

         (f)  any  nonperfection  of  any  security  interest  or  lien  on any
collateral securing any of the Guaranteed Obligations;

         (g) any application of sums paid by the Lessee or any other Person with
respect  to the  liabilities  of the  Lessee  to the  Bank,  regardless  of what
liabilities of the Lessee remain unpaid;

         (h) any defect, limitation or insufficiency in the borrowing power  of
the Lessee or in the exercise thereof;

         (i) any act or failure to act by the Bank  which may  adversely  affect
the  Guarantor's  subrogation  rights,  if any,  against  the  Lessee to recover
payments made under this Guaranty;

         (j) any other circumstance  which might otherwise  constitute a defense
available to, or a discharge of, the Guarantor.

         SECTION 4. ACTION WITH RESPECT TO GUARANTEED OBLIGATIONS. The Bank may,
                    ---------------------------------------------
at any time and from time to time,  without  the  consent  of, or notice to, the



                                    - 3 -


<PAGE>
Guarantor,  and without discharging the Guarantor from its obligations hereunder
take any and all actions  described  in Section 3 above and may  otherwise:  (a)
amend,  modify,  alter  or  supplement  the  terms  of  any  of  the  Guaranteed
Obligations,  including, but not limited to, extending or shortening the time of
payment  of any of the  Guaranteed  Obligations  or  increasing,  decreasing  or
otherwise  changing  the  interest  rate or fees  that may  accrue on any of the
Guaranteed Obligations; (b) amend, modify, alter or supplement the Reimbursement
Agreement, the Related Documents or any other document evidencing any Guaranteed
Obligations;  (c) sell,  exchange,  release or  otherwise  deal with all, or any
part,  of any  Collateral;  (d) release any Person  liable in any manner for the
payment or collection of the Guaranteed  Obligations;  (e) exercise,  or refrain
from exercising,  any rights against the Lessee or any other Person  (including,
without limitation, any other guarantor of the Guaranteed Obligations);  and (f)
apply  any sum,  by  whomsoever  paid or  however  realized,  to the  Guaranteed
Obligations in such order as the Bank shall elect.

         SECTION 5.  WAIVER.  The Guarantor,  to the fullest extent permitted by
                     ------
law,  hereby  waives  notice of acceptance  hereof or any  presentment,  demand,
protest or notice of any kind, and any other act or thing,  or omission or delay
to do any other act or thing,  which in any manner or to any  extent  might vary
the risk of the  Guarantor or which  otherwise  might  operate to discharge  the
Guarantor from its obligations hereunder;  provided, however, that the Guarantor
shall be provided with copies of all notices delivered to the Lessee pursuant to
Section 8.1 of the Reimbursement Agreement.

         SECTION 6.  INABILITY TO ACCELERATE  LOAN. If the Bank or the holder of
                     -----------------------------
any of the Guaranteed Obligations is prevented under Applicable Law or otherwise
from demanding or  accelerating  payment thereof by reason of any automatic stay
or  otherwise,  the Bank or such holder  shall be  entitled to receive  from the
Guarantor,  upon demand  therefor,  the sums which otherwise would have been due
had such demand or acceleration occurred.

         SECTION 7.  REINSTATEMENT OF GUARANTEED  OBLIGATIONS.  If claim is ever
                     ----------------------------------------
made upon the Bank for  repayment or recovery of any amount or amounts  received
in  payment or on account  of any of the  Guaranteed  Obligations,  and the Bank
repays all or part of said amount by reason of (a) any judgment, decree or order
of any court or administrative  body having jurisdiction over the Bank or any of
its property,  or (b) any settlement or compromise of any such claim effected by
the Bank with any such claimant (including the Lessee or a trustee in bankruptcy
for the Lessee),  then,  and in such event,  the Guarantor  agrees that any such
judgment,  decree,  order,  settlement  or  compromise  shall be  binding on it,
notwithstanding  any revocation  hereof or the cancellation of the Reimbursement
Agreement,  the other Related Documents,  or any other instrument evidencing any
liability of the Lessee,  and the  Guarantor  shall be and remain  liable to the
Bank for the amounts so repaid or recovered to the same extent as if such amount
had never originally been paid to the Bank.

         SECTION 8.  WAIVER OF SUBROGATION.  The Guarantor hereby forever waives
                     ---------------------
and  releases  any and all  claims or causes of action  the  Guarantor  may have
against the Lessee or any other  Person  arising by reason of any payment by the


                                    - 4 -


<PAGE>
Guarantor to the Bank pursuant to this Guaranty,  whether such claim or cause of
action arises by way of any common-law right of subrogation, by way of any other
applicable law or statutes,  or by way of any written or oral agreement  between
the Guarantor and the Lessee or any other Person.  This waiver of subrogation is
for the benefit of the Lessee and the Bank and the  foregoing  waiver may not be
revoked by the Guarantor without the prior, written consent of Bank.

         SECTION 9.  PAYMENTS  FREE AND CLEAR. All sums payable by the Guarantor
                     ------------------------
hereunder,   whether  of  principal,   interest,  fees,  expenses,  premiums  or
otherwise,  shall  be paid in  full,  without  set-off  or  counterclaim  or any
deduction or withholding  whatsoever (including any withholding tax or liability
imposed  by any  governmental  agency or  authority,  wherever  located,  or any
statute,  rule or  regulation  promulgated  thereby),  and in the event that the
Guarantor is required by such applicable law or by such  governmental  agency or
authority to make any such deduction or withholding,  the Guarantor shall pay to
the Bank such additional amount as will result in the receipt by the Bank of the
full amount payable  hereunder had such deduction or withholding not occurred or
been required.

         SECTION 10.  SET-OFF. The Guarantor authorizes the Bank at any time and
                      -------
from time to time,  without notice to the Guarantor,  which notice the Guarantor
hereby  expressly  waives,  to set off and apply any and all  deposits  (whether
general  or  special,  time or  demand,  provisional  or  final,  including  any
negotiable or  non-negotiable  certificate of deposit now or hereafter issued by
the  Bank to the  Guarantor)  or  other  indebtedness  owing  by the Bank to the
Guarantor,  to the then outstanding Guaranteed Obligations then due and payable.
The Bank may  exercise  this  right of setoff  whether  or not the Bank has made
demand for, or accelerated,  any Guaranteed Obligations.  The rights of the Bank
under this Section are in addition to, and not in limitation or substitution of,
other  rights and  remedies  (including,  but not  limited to,  other  rights of
set-off) that the Bank may have.

         SECTION  11.   SUBORDINATION   OF  THE  LESSEE'S   OBLIGATIONS  TO  THE
                        --------------------------------------------------------
GUARANTORS. As an independent covenant, the Guarantor hereby expressly covenants
----------
and agrees  for the  benefit of the Bank that all  obligations  and  liabilities
owing  by  the  Lessee  to the  Guarantor,  if  any  of  whatsoever  description
including,  without  limitation,  all  intercompany  receivables  owing  to  the
Guarantor from the Lessee  ("Junior  Claims") shall be subordinate and junior in
right of payment to all obligations of the Lessee to the Bank under the terms of
the Reimbursement Agreement and the other Related Documents ("Senior Claims").

         If an Event of Default shall occur,  then,  unless and until such Event
of Default  shall have been cured,  waived,  or shall have  ceased to exist,  no
direct  or  indirect  payment  (in  cash,  property,  securities  by  setoff  or
otherwise)  shall be made by the Lessee to the Guarantor on account of or in any
manner in respect of any Junior  Claim and the  Guarantor  shall not  receive or
accept any such direct or indirect payment.


                                    - 5 -


<PAGE>
         In the event of a  Proceeding  (as  hereinafter  defined),  all  Senior
Claims  shall  first be paid in full  before any direct or  indirect  payment or
distribution  (in cash,  property,  securities by setoff or otherwise)  shall be
made to any  Guarantor  on  account of or in any manner in respect of any Junior
Claim. For the purposes of the previous sentence,  "Proceeding" means the Lessee
or the Guarantor  shall  commence a voluntary case  concerning  itself under the
Bankruptcy  Code of 1978,  as  amended  (the  "Bankruptcy  Code")  or any  other
applicable  bankruptcy  laws; or any involuntary  case is commenced  against the
Lessee or the Guarantor;  or a custodian (as defined in the  Bankruptcy  Code or
any other applicable  bankruptcy laws) is appointed for, or takes charge of, all
or any substantial  part of the property of the Lessee or the Guarantor,  or the
Lessee or the Guarantor commences any other proceedings under any reorganization
arrangement,  adjustment of debt, relief of debtor,  dissolution,  insolvency or
liquidation  or similar  law of any  jurisdiction  whether now or  hereafter  in
effect  relating  to the  Lessee or the  Guarantor,  or any such  proceeding  is
commenced against the Lessee or the Guarantor, or the Lessee or the Guarantor is
adjudicated  insolvent  or  bankrupt;  or any  order of  relief  or other  order
approving any such case or proceeding is entered; or the Lessee or the Guarantor
suffers any  appointment of any custodian or the like for it or any  substantial
part of its property;  or the Lessee or the Guarantor makes a general assignment
for the benefit of creditors;  or the Lessee or the Guarantor shall fail to pay,
or shall  state that it is unable to pay,  or shall be unable to pay,  its debts
generally  as they  become  due;  or the  Lessee or the  Guarantor  shall call a
meeting of its creditors with a view to arranging a composition or adjustment of
its  debts;  or the Lessee or the  Guarantor  shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any  corporate  action  shall be taken by the  Lessee or the  Guarantor  for the
purpose of effecting any of the foregoing.

         In the event any direct or indirect  payment or distribution is made to
the Guarantor in  contravention of this Section 11, such payment or distribution
shall be  deemed  received  in trust  for the  benefit  of the Bank and shall be
immediately  paid  over to the  Bank  for  application  against  the  Guaranteed
Obligations in accordance with the terms of the Reimbursement Agreement.

         The Guarantor  agrees to execute such additional  documents as the Bank
may  reasonably  request to  evidence  the  subordination  provided  for in this
Section 11.

         SECTION  12.  AUTOMATIC   ACCELERATION  IN  CERTAIN  EVENTS.  Upon  the
                       ---------------------------------------------
occurrence of an Event of Default  specified in Section 8.1 of the Reimbursement
Agreement, all Guaranteed Obligations shall automatically become immediately due
and payable by the Guarantor,  without notice or other action on the part of the
Bank,  and regardless of whether  payment of the  Guaranteed  Obligations by the
Lessee has then been accelerated.  In addition,  if any of the Events of Default
described in Sections 8.1(f) and (g) of the Reimbursement Agreement should occur
with  respect  to  the  Guarantor,   then  the  Guaranteed   Obligations   shall
automatically  become  immediately  due and  payable by the  Guarantor,  without


                                    - 6 -


<PAGE>
notice or other  action  on the part of the  Bank,  and  regardless  of  whether
payment of the Guaranteed Obligations by the Lessee has then been accelerated.

         SECTION 13.  INFORMATION.  The Guarantor assumes all responsibility for
                      -----------
being and  keeping  itself  informed of the  Lessee's  financial  condition  and
assets,  and of all other  circumstances  bearing upon the risk of nonpayment of
the Guaranteed  Obligations  and the nature,  scope and extent of the risks that
the Guarantor  assumes and incurs  hereunder,  and agrees that the Bank will not
have any duty to advise the Guarantor of information  known to it or any of them
regarding such circumstances or risks.

          SECTION 14.  GOVERNING  LAW. This  Guaranty  shall be governed by, and
                       --------------
construed in accordance with, the laws of the State of GEORGIA.

         SECTION 15.  JURISDICTION/JURY TRIAL WAIVER/OTHER MATTERS.
                      --------------------------------------------

         (a) EACH OF THE BANK AND THE GUARANTOR ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY  WHICH MAY ARISE  UNDER THIS  GUARANTY  OR THE  RELATIONSHIP  OF THE
GUARANTOR AND THE BANK  ESTABLISHED  HEREBY,  WOULD BE BASED UPON  DIFFICULT AND
COMPLEX ISSUES. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
GUARANTOR  AND THE BANK HEREBY  WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
OF ANY KIND OR NATURE IN ANY COURT IN WHICH AN  ACTION  MAY BE  COMMENCED  BY OR
AGAINST THE  GUARANTOR  ARISING  OUT OF THIS  GUARANTY OR BY REASON OF ANY OTHER
CAUSE OR DISPUTE  WHATSOEVER  BETWEEN THE  GUARANTOR AND THE BANK OF ANY KIND OR
NATURE.

         (b) EACH OF THE GUARANTOR AND THE BANK AGREES THAT THE FEDERAL COURT OF
THE NORTHERN  DISTRICT OF GEORGIA OR ANY STATE COURT  LOCATED IN DOUGLAS  COUNTY
SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
GUARANTOR AND THE BANK PERTAINING  DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR TO
ANY MATTER ARISING  HEREFROM.  THE GUARANTOR  EXPRESSLY  SUBMITS AND CONSENTS IN
ADVANCE TO SUCH  JURISDICTION  IN ANY  ACTION OR  PROCEEDING  COMMENCED  IN SUCH
COURT.  THE  GUARANTOR  AND THE  BANK  WAIVE  ANY  OBJECTION  THAT IT MAY NOW OR
HEREAFTER  HAVE TO THE VENUE OF ANY  PROCEEDING  IN ANY SUCH  COURT OR THAT SUCH
PROCEEDING WAS BROUGHT IN AN INCONVENIENT  FORUM AND EACH AGREES NOT TO PLEAD OR
CLAIM THE SAME.

         (c) THE  GUARANTOR  HEREBY WAIVES  PERSONAL  SERVICE OF ANY SUMMONS AND
COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF



                                    - 7 -


<PAGE>
SUCH  SUMMONS AND  COMPLAINT,  OR OTHER  PROCESS OR PAPERS MAY BE MADE BY UNITED
STATES MAIL, POSTAGE PREPAID ADDRESSED TO THE GUARANTOR AT THE ADDRESS SET FORTH
BELOW ITS SIGNATURE  HERETO.  SHOULD THE GUARANTOR  FAIL TO APPEAR OR ANSWER ANY
SUMMONS,  COMPLAINT,  PROCESS OR PAPERS SO SERVED  WITHIN  THIRTY DAYS AFTER THE
MAILING  THEREOF,  IT SHALL BE DEEMED IN DEFAULT AN ORDER AND/OR JUDGMENT MAY BE
ENTERED AGAINST IT AS PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.

         (d) THE CHOICE OF FORUM SET FORTH IN THIS  SECTION  SHALL NOT BE DEEMED
TO PRECLUDE  THE  BRINGING OF ANY ACTION BY THE BANK OR THE  ENFORCEMENT  BY THE
BANK  OF  ANY  JUDGMENT   OBTAINED  IN  SUCH  FORUM  IN  ANY  OTHER  APPROPRIATE
JURISDICTION.

         (e) THE GUARANTOR AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS  HEREUNDER
SHALL BE  ABSOLUTE,  UNCONDITIONAL  AND,  FOR THE  PURPOSES  OF MAKING  PAYMENTS
HEREUNDER,  THE  GUARANTOR  HEREBY  WAIVES  ANY  RIGHT  TO  ASSERT  ANY  SETOFF,
COUNTERCLAIM OR CROSS-CLAIM TO THE EXTENT PERMITTED BY LAW.

         (f) THE GUARANTOR  ACKNOWLEDGES THAT ALL OF THE WAIVERS IN THIS SECTION
HAVE BEEN MADE  WILLINGLY,  WITH THE  ADVICE  OF LEGAL  COUNSEL  AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.

         SECTION 16.  LOAN ACCOUNTS.  The Bank may  maintain  books and accounts
                     --------------
setting forth the amounts of principal, interest and other sums paid and payable
with  respect  to the  Guaranteed  Obligations,  and in the case of any  dispute
relating to any  Guaranteed  Obligation,  the entries in such  account  shall be
binding  upon the  Guarantor  as to the  outstanding  amount of such  Guaranteed
Obligations  and the  amounts  paid and  payable  with  respect  thereto  absent
manifest  error.  The  failure of the Bank to maintain  such books and  accounts
shall  not  in  any  way  relieve  or  discharge  the  Guarantor  of  any of its
obligations hereunder.

         SECTION 17.  WAIVER OF REMEDIES. No delay or failure on the part of the
                      ------------------
Bank in the  exercise of any right or remedy it may have  against the  Guarantor
hereunder  or  otherwise  shall  operate as a waiver  thereof,  and no single or
partial exercise by the Bank of any such right or remedy shall preclude other or
further exercise thereof or the exercise of any other such right or remedy.

         SECTION 18.  WAIVER OF EXEMPTIONS.  To the fullest  extent permitted by
                      --------------------
law, the  Guarantor  hereby waives and agrees not to claim any and all homestead



                                    - 8 -


<PAGE>
and other exemptions allowed by the Constitution or laws of the United States of
America,  the State of  Georgia  or any other  state or  district  of the United
States of America.

         SECTION 19.  SUCCESSORS AND ASSIGNS.  Each reference herein to the Bank
                      ----------------------
shall be deemed to include the Bank's successors and assigns (including, but not
limited  to,  any  holder  of the  Guaranteed  Obligations)  in whose  favor the
provisions of this Guaranty also shall inure,  and each reference  herein to the
Guarantor shall be deemed to include the Guarantor's executors,  administrators,
successors and assigns,  upon whom this Guaranty also shall be binding. The Bank
may  assign,  transfer  or sell  any  Guaranteed  Obligation,  or  grant or sell
participation  in any  Guaranteed  Obligations,  pursuant  to the  terms  of the
Reimbursement  Agreement  or the  Related  Documents,  to any  Person  or entity
without  the  consent of, or notice to, the  Guarantor  and  without  releasing,
discharging or modifying the Guarantor's  obligations  hereunder.  The Guarantor
hereby  consents to the  delivery  by the Bank to any  assignee,  transferee  or
participant  of any financial or other  information  regarding the Lessee or the
Guarantor. The Guarantor may not assign or transfer its obligations hereunder to
any Person or entity.

          SECTION 20.  FINANCIAL STATEMENTS. The Guarantor agrees to deliver the
                       --------------------
financial  statements that it is required to give pursuant to the  Reimbursement
Agreement.

         SECTION 21.  JOINT AND SEVERAL GUARANTEED  OBLIGATIONS.  This  Guaranty
                      -----------------------------------------
shall be continuing,  absolute and  unconditional and shall remain in full force
and  effect  as to the  Guarantor  hereunder,  despite  the fact  that any other
guarantor of the Guaranteed  Obligations shall become deceased or incompetent or
shall otherwise be released or discharged from its  obligations;  the obligation
of the Guarantor and any other  guarantor of the  Guaranteed  Obligations  being
joint and  several  and each of the  Guarantor  and any other  guarantor  of the
Guaranteed  Obligations  is  liable  for  the  full  amount  of  the  Guaranteed
Obligations.

         SECTION 22.  SURVIVAL OF AGREEMENT. All agreements, representations and
                      ---------------------
warranties made herein shall survive the execution and delivery of this Guaranty
and the Reimbursement  Agreement,  the making of the Loans and the execution and
delivery of the other Related Documents.

          SECTION 23.  AMENDMENTS.  This  Guaranty may not be amended  except in
                       ----------
writing signed by the Bank and the Guarantor.

         SECTION  24.  PAYMENTS/EXPENSES.  All  payments  made by the  Guarantor
                       -----------------
pursuant  to this  Guaranty  shall be made in the lawful  currency of the United
States of  America,  in  immediately  available  funds to the main office of the
Bank,  not later than 11:00 a.m.,  Atlanta,  Georgia time, on the date three (3)
business days after demand  therefor.  The Guarantor  shall pay, on demand,  all
costs and expenses  incurred by the Bank in the  collection  and  enforcement of
this Guaranty, including the reasonable fees and disbursements of counsel to the
Bank  actually  incurred and based upon the total number of hours  performed and


                                    - 9 -

<PAGE>
not upon the  statutory  limit set forth in Official  Code of Georgia  Annotated
Section13-1-11, if collection is sought by or through an attorney.

         SECTION 25.  NOTICES.  All notices, demands or other  communications to
                      -------
the  Guarantor  hereunder  shall  be in  writing  and  shall be  mailed  or hand
delivered or sent via  facsimile  transmission  to the address for the Guarantor
set  forth  below  its  signature   hereto.   All  such  notices,   demands  and
communications  shall be deemed  received  by the  Guarantor  (a) if  personally
delivered  or by  messenger or  overnight  courier or  delivered  via  facsimile
transmission,  on the date of  delivery  thereof  or (b) if  through  the United
States mail, on the earlier of (i) the date three days after the posting thereof
and (ii) the date of actual receipt by the Guarantor.

         SECTION 26.  SEVERABILITY. In case any provision of this Guaranty shall
                      ------------
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.

          SECTION 27.  HEADINGS.  Section headings used in this Guaranty are for
                       --------
convenience only and shall not affect the construction of this Guaranty.

         SECTION 28.  REVIEW OF REIMBURSEMENT AGREEMENT/RELATED  DOCUMENTS.  The
                      ----------------------------------------------------
Guarantor  acknowledges  that,  prior  to the  execution  and  delivery  of this
Guaranty,  the  Guarantor  has had the  opportunity  to review and ask questions
regarding the Reimbursement  Agreement and the other Related Documents  referred
to therein and to discuss the same and this Guaranty with its counsel.


                                    - 10 -


<PAGE>
         IN WITNESS WHEREOF,  the Guarantor has duly executed and delivered this
Guaranty under seal as of the date and year first written above.


                                          GUARANTOR:

                                           ABRAMS PROPERTIES, INC.


                                           By:     /s/ Alan R. Abrams
                                                Name:  Alan R. Abrams
                                                Title:   President


                                                     [CORPORATE SEAL]


                                           Attest:


                                           By:     /s/ Melinda S. Garrett
                                                Name:  Melinda S. Garrett
                                                Title:  Asst. Secretary


                                                     Address for Notices:

                                                  Abrams Properties, Inc.
                                                  1945 The Exchange, Suite 400
                                                  Atlanta, Georgia 30339-2029
                                                  Attn:  Melinda S. Garrett
                                                  Telephone: (770) 953-1777
                                                  Telecopy:  (770) 953-9922