Exhibit 10.27
                                                              Contract No. 10310
                                                                    May 15, 2000


                                    GUARANTY


         THIS  GUARANTY  ("Guaranty"),  dated  as of May  15,  2000,  is made by
Citizens Utilities Company, a corporation  organized and existing under the laws
of the State of  Delaware  ("Guarantor"),  to and for the  benefit of the United
States of America,  Department of Energy,  acting by and through the  Bonneville
Power Administration ("Bonneville"). All terms not otherwise defined herein that
are capitalized  and used herein shall have the meanings  assigned to such terms
in the License Agreement (as defined below).

                                    RECITALS

         WHEREAS Electric Lightwave,  Inc. ("ELI"), a corporation  organized and
existing  under the laws of the State of  Delaware,  proposes  to enter  into an
agreement  with  Bonneville  whereby  ELI will obtain the License to use certain
fiber-optic cables installed by Bonneville on its power transmission  system for
a  period  of  twenty  years  in  exchange   for  certain   payments  and  other
consideration  to be paid by ELI to  Bonneville  according  to the terms of such
agreement ("License Agreement"); and

         WHEREAS  Bonneville  is  unwilling  to enter  into the Fiber  Agreement
without  the  guaranty  by the  Guarantor  of  certain of ELI's  obligations  to
Bonneville under the License Agreement; and

         WHEREAS the Guarantor is the majority shareholder of ELI, and Guarantor
will  directly  derive  material  benefit  from  the  execution  of the  License
Agreement; and

         WHEREAS it is a condition  precedent  to the  execution  of the License
Agreement by Bonneville that the Guarantor execute and deliver this Guaranty.

                                    AGREEMENT

         NOW,  THEREFORE,  as an  inducement  to  Bonneville  to enter  into the
License Agreement and in consideration of the foregoing  recitals and other good
and valuable consideration,  receipt of which is hereby acknowledged,  Guarantor
and Bonneville agree as follows:


<PAGE>




     1. Guaranty.

     Subject to the terms  hereof,  Guarantor  absolutely,  unconditionally  and
     irrevocably  guarantees to Bonneville  (and its successors and assigns) the
     payment when due and performance of (i) the Guaranteed Payments (as defined
     below) as and when the same shall be due and  payable  and (ii) any and all
     reasonable fees and expenses  (including,  without  limitation,  reasonable
     attorney's  fees)  incurred by  Bonneville  in  successfully  enforcing its
     rights under this Guaranty.

     Notwithstanding any other provision hereof,  Guarantor's duty to pay any of
     the Guaranteed  Payments is conditioned upon Guarantor's receipt of written
     notice from  Bonneville  that such  payment was not paid when due under the
     License  Agreement.  Guarantor will pay such Guaranteed Payment within five
     (5) Business Days after Guarantor's receipt of written notice that any such
     payment was not paid when due.

     2. Definition of Guaranteed Payments.

     "Guaranteed Payments" means all of the obligations of ELI to Bonneville for
     money due in  connection  with (i) the  payments for the License of the ELI
     Fibers,  together with any interest  thereon,  required pursuant to section
     8(a) of the License  Agreement,  (ii) the Annual  Maintenance  Payments (as
     defined in the License Agreement)  required pursuant to section 8(b) of the
     License Agreement,  and (iii) the Liquidated Damage payment provided for in
     section 16(b)(4) of the License Agreement.

     Payment of the amounts guaranteed under this Guaranty shall be Bonneville's
     sole remedy against Guarantor with respect to the Guaranteed Payments,  and
     upon receipt of payment of the amounts guaranteed, Bonneville shall execute
     and deliver to  Guarantor  and to ELI a Waiver and Release therefore in the
     form  attached  hereto as Exhibit A.  Nothing in the  Guaranty  shall limit
     Bonneville's  rights  against ELI or ELI's rights against  Bonneville  with
     respect  to the  performance  of their  respective  obligations  under  the
     License  Agreement,  except that payments  made by the  Guarantor  shall be
     deemed to satisfy ELI's payment  obligations with respect to the Guaranteed
     Payments  (but only with  respect to such  Guaranteed  Payments)  under the
     terms of the License Agreement to the extent of such payments.

     Notwithstanding  any other provision hereof,  any amendment or modification
     of the amounts indicated in sections 8(a) and 8(b) and/or section 16 (b)(4)
     of the License Agreement shall require the written consent of Guarantor.

     3. Limitation as to Amount.

     Notwithstanding any other provision hereof, the obligation of the Guarantor
     under this Guaranty is limited to the sum of  $20,000,000  in the aggregate
     plus interest on any amount owing  hereunder  which is not paid when due in
     accordance  with the  provisions of section 1 hereof at a rate per annum of
     1.25 percent per month to be compounded  monthly for each month, or portion
     thereof,   during  which  interest  accrues,  plus  Bonneville's  costs  of
     collection from the Guarantor.

<PAGE>
     4. Guaranty Absolute and Continuing.

     The liability of the Guarantor hereunder shall be absolute,  unconditional,
     complete,  continuing  and  irrevocable  with  respect to the  payment  and
     performance  of each and all of the  Guaranteed  Payments  and shall not be
     released or discharged or in any way affected by:

     4.1 Any waiver,  extension,  renewal or modification  of, or any consent to
     departure from, the License Agreement,  including,  without limitation, any
     waiver  or  consent  involving  a change  in the  time,  manner or place of
     payment of all or any of the Guaranteed Payments.

     4.2 Any extension of the time for payment of any Guaranteed Payment.

     4.3 Any  failure,  omission or delay by  Bonneville  to enforce,  assert or
     exercise any right,  power or remedy  conferred on or available to it under
     the License Agreement.

     4.4 The voluntary or involuntary liquidation,  dissolution, sale of assets,
     marshalling  of  assets  and  liabilities,  receivership,  conservatorship,
     custodianship,  insolvency,  bankruptcy,  assignment  for  the  benefit  of
     creditors,  reorganization,  arrangement, composition or readjustment of or
     similar  proceeding  affecting  ELI, or any action  taken by any trustee or
     receiver or by any court in any such proceeding.

     4.5 The existence of any claim, set-off or other rights which the Guarantor
     or ELI may  have  against  Bonneville  at any  time a  payment  under  this
     Guaranty is required of the  Guarantor,  whether in connection  herewith or
     any unrelated transactions,  provided that nothing herein shall prevent the
     assertion of any such claim or right by separate suit or counterclaim.

     4.6 Any  invalidity  or  unenforceability  of any  provision of the License
     Agreement that relates to any of the Guaranteed Payments,  or any provision
     of  applicable  law  or  regulation  purporting  to  prohibit  any  of  the
     Guaranteed Payments.

     4.7 Any invalidity of the payment  provided for in section  16(b)(4) of the
     License Agreement as a proper measure of liquidated damages.

     4.8 Any other act or omission to act or delay of any kind by  Bonneville or
     any other person or any other circumstance  whatsoever which might, but for
     the provisions of this paragraph, constitute a legal or equitable discharge
     of or defense to the Guarantor's obligations hereunder.


<PAGE>


     This  Guaranty  shall  continue  to be in  force  and be  binding  upon the
     Guarantor  until  the  payment  and  performance  in  full  of  all  of the
     Guaranteed Payments and the Guarantor's other obligations  hereunder.  This
     Guaranty  is not a  guaranty  of  collection.  No notice of any  renewal or
     extension of the  Guaranteed  Payments  need be given to the  Guarantor and
     none of the  foregoing  acts shall  release the  Guarantor  from  liability
     hereunder.

     5. Waiver.

     Guarantor hereby unconditionally waives, as to Bonneville,  to the greatest
     extent permitted by applicable law, (a) any and all notice of the creation,
     amendment,  renewal,  extension or accrual of the  Guaranteed  Payments and
     notice  of or proof of  reliance  by  Bonneville  upon  this  Guaranty,  or
     acceptance  of  this  Guaranty,   and  the  Guaranteed  Payments;  (b)  any
     requirement  that  Bonneville  exhaust any right or take any action against
     ELI, any other guarantor or any other person or collateral,  other than the
     notice  requirements  set forth in section 16(a) of the License  Agreement;
     (c) all notices which may be required by statute,  rule of law or otherwise
     to preserve any rights against the Guarantor hereunder,  with the exception
     of the written demand referred to in Section 1, above,  including,  without
     limitation, any demand,  presentment,  proof, proof or notice of nonpayment
     of any of the Guaranteed Payments, and notice of any failure on the part of
     ELI to  perform  and  comply  with any  term or  condition  of the  License
     Agreement; (d) any rights to the enforcement,  assertion or exercise of any
     right,  remedy,  power or  privilege  under or in  respect  of the  License
     Agreement;  (e) any  requirement of diligence;  (f) notice of acceptance of
     this  Guaranty;  and  (g) any and all  defenses  of ELI  pertaining  to the
     Guaranteed Payments, except for the defense of discharge by payment.

     6. Other Transactions.

     Bonneville is expressly authorized (a) to exchange,  surrender,  or release
     with or without  consideration  any or all collateral and security that may
     at any time be placed with it by ELI or by any other person,  or to forward
     or deliver  any or all such  collateral  and  security  directly to ELI for
     collection  and  remittance  or for  credit,  or to collect the same in any
     other  manner  without  notice  to  the  Guarantor;   and  (b)  subject  to
     Guarantor's  right to consent  provided in the third paragraph of section 2
     of this  Guaranty,  to amend,  modify,  extend,  or supplement  the License
     Agreement or other agreement with respect to the Guaranteed Payments, waive
     compliance  by ELI  with  the  respective  terms  thereof,  and  settle  or
     compromise any of the Guaranteed  Payments  without notice to the Guarantor
     and  without  in any  manner  affecting  the  absolute  liabilities  of the
     Guarantor  hereunder.  The liabilities of the Guarantor hereunder shall not
     be affected or impaired by any failure, neglect, or omission on the part of
     Bonneville  to  realize  upon any of the  Guaranteed  Payments  or upon any
     collateral or security for any or all of the  Guaranteed  Payments,  nor by
     the taking by Bonneville of (or the failure to take) any other  guaranty or
     guaranties  to  secure  the  Guaranteed  Payments,  nor  by the  taking  by
     Bonneville  of (or the  failure  to  take or the  failure  to  perfect  its
     security  interest in)  collateral  or security of any kind.  The Guarantor
     acknowledges  that this  Guaranty is in effect and that  possession of this
     Guaranty by Bonneville shall be conclusive  evidence of due delivery hereof
     by the  Guarantor,  and further agrees that this Guaranty shall continue in
     full force and effect,  both as to the  Guaranteed  Payments  then existing
     and/or thereafter  created,  notwithstanding the release of or extension of
     time to any other guarantor of the Guaranteed Payments or any part thereof.

<PAGE>

     7. Waiver of Subrogation.

     The  Guarantor  hereby waives all rights of  subrogation  that may arise in
     connection with this Guaranty  (whether  contractual,  under Section 509 of
     the United States Bankruptcy Code (or any successor statute),  under common
     law, or otherwise) and all contractual,  statutory, or common law rights of
     reimbursement,  contribution,  or  indemnity or any similar such right from
     ELI that may otherwise  have arisen in connection  with this Guaranty until
     the Guaranteed Payments are fully paid and discharged.

     8. Representations.

     To induce Bonneville into this Guaranty and into the License Agreement, the
     Guarantor represents and warrants to Bonneville that:

     8.1  Guarantor is duly  organized,  validly  existing and in good  standing
     under the laws of the  jurisdiction  of its  organization,  and has all the
     requisite  corporate  power and  authority  to enter into and  perform  its
     obligations under this Guaranty.

     8.2  Guarantor  is the  majority  owner of ELI,  and has  received  or will
     receive direct or indirect benefit from the making of this Guaranty.

     8.3 This  Guaranty  has been duly  authorized  by all  necessary  corporate
     action  on the part of,  and has  been  duly  executed  and  delivered  by,
     Guarantor,  and none of the execution and delivery hereof, the consummation
     of the transactions contemplated hereby or compliance by Guarantor with any
     of the terms and provisions hereof:

                  (i) requires any required approval of stockholders or approval
         or consent of any trustee or holders of any indebtedness or obligations
         of  Guarantor  other  than such  approvals  and  consents  as have been
         obtained;


<PAGE>




                  (ii)  contravenes  any  law,  judgement,   governmental  rule,
         regulation or order applicable to or binding on Guarantor or any of its
         properties,  the  contravention  of which would have a material adverse
         effect on the  financial  condition of Guarantor  and its  subsidiaries
         taken as a whole or on the ability of  Guarantor  to perform any of its
         obligations under this Guaranty;

                  (iii)  contravenes  or results in the breach of or constitutes
         any default under any indenture,  mortgage,  chattel mortgage,  deed of
         trust,  conditional  sales contract,  bank loan or credit agreement for
         borrowed  money,  contract or other  agreement or  instrument  to which
         Guarantor  is a party or by which any of its  properties  may be bound,
         the  contravention,  breach or default  of which  would have a material
         adverse  effect on the  financial  condition of the  Guarantor  and its
         subsidiaries taken as a whole or on the ability of Guarantor to perform
         any of its obligations under this guaranty; or

                  (iv)  contravenes  its  corporate  charter  or bylaws or other
         organizational documents.

     8.4 Neither the execution,  delivery,  and  performance by the Guarantor of
     this Guaranty nor the consummation of any of the transactions  contemplated
     hereby requires the consent,  approval or  authorization  of, the giving of
     prior  notice  to, or the prior  registration,  recording  or filing of any
     document  with,  or the  taking of any  other  action in  respect  of,  any
     governmental agency or authority.

     8.5 This Guaranty  constitutes the legal, valid, and binding obligations of
     Guarantor, enforceable against Guarantor in accordance with its terms.

     8.6  Except as  disclosed  in writing  to  Bonneville,  there is no action,
     proceeding, or investigation pending or, to the knowledge of the Guarantor,
     threatened  or  affecting  the  Guarantor,   which  may  adversely   affect
     Guarantor's ability to fulfill its obligations under this Guaranty.

     8.7 The financial statements filed to date with the Securities and Exchange
     Commission fairly present the financial condition of the Guarantor.

     8.8 There are no facts or  circumstances of any kind or nature of which the
     Guarantor  is aware  which are more likely than not to in any way impair or
     prevent the Guarantor from performing its  obligations  under this Guaranty
     in any material respect.

     8.9 All statements set forth in the Recitals are true and correct.

     All of the foregoing  representations  and warranties shall be deemed to be
     remade  as of  the  date  of the  closing  of the  License  Agreement.  The
     Guarantor  hereby agrees to indemnify and hold Bonneville free and harmless
     from and against all loss, cost, liability,  damage, and expense, including
     but not limited to attorney's fees and costs,  which Bonneville may sustain
     by  reason  of  the   inaccuracy   or  breach  of  any  of  the   foregoing
     representations and warranties as of the date the foregoing representations
     and warranties are made and are remade.

<PAGE>

     9. Recovery of Payment.

     If any  payment  received  by  Bonneville  and  applied  to the  Guaranteed
     Payments is subsequently set aside, recovered, rescinded, or required to be
     returned  for any reason  (including  but not  limited  to the  bankruptcy,
     insolvency,  or reorganization of ELI or any other obligor), the Guaranteed
     Payments to which such  payment was applied  shall for the purposes of this
     Guaranty be deemed to have  continued in  existence,  notwithstanding  such
     application,  and this Guaranty shall be enforceable as to such  Guaranteed
     Payments as fully as if such application had never been made.

     10. New Promise.

     Any  acknowledgment  or  new  promise,  whether  supported  by  payment  of
     principal or interest or otherwise and whether made by ELI or others,  with
     respect  to  any of the  Guaranteed  Payments  shall,  if  the  statute  of
     limitations  in  favor  of the  Guarantor  against  Bonneville  shall  have
     commenced to run, toll the running of such statute of  limitations  and, if
     the period of such statute of limitations  shall have expired,  prevent the
     operation of such statute of limitations with respect to such promise.

     11. Discharge.

     Until each and every one of the Guaranteed  Payments are paid and performed
     in full, the obligations of the Guarantor  hereunder shall not be released,
     in whole or in part,  by any  action  or  thing  that  might,  but for this
     provision of this Guaranty,  be deemed a legal or equitable  discharge of a
     surety or  guarantor,  other than  payment and  performance  in full of the
     Guaranteed Payments, or by reason of any waiver,  extension,  modification,
     forbearance, or delay or other act or omission of Bonneville or its failure
     to proceed  promptly  or  otherwise,  or by reason of any  action  taken or
     omitted by  Bonneville  whether or not such action or failure to act varies
     or  increases  the risk of,  or  affects  the  rights  or  remedies  of the
     Guarantor,  nor shall any  modification of any of the obligations of ELI or
     the release of any  security therefore by operation of law or by the action
     of any third  party  affect  in any way the  obligations  of the  Guarantor
     hereunder,  and the Guarantor  hereby  expressly  waives and surrenders any
     defense to its liabilities hereunder based upon any of the foregoing  acts,
     omissions,  things,  agreements,  or waivers  of any of them,  it being the
     purpose  and intent of the  parties  hereto  that the  Guaranteed  Payments
     constitutes  the direct and primary  obligations  of the Guarantor and that
     the covenants,  agreements,  and obligations of the Guarantor  hereunder be
     absolute, unconditional, and irrevocable.



<PAGE>



     12. Remedies.

     All remedies afforded to Bonneville by reason of this Guaranty are separate
     and  cumulative  remedies  and it is agreed  that no one of such  remedies,
     whether or not exercised by Bonneville,  shall be deemed to be in exclusion
     of any of the other  remedies  available to Bonneville  and shall in no way
     limit or prejudice any other legal or equitable  remedy that Bonneville may
     have hereunder and with respect to the Guaranteed  Payments.  The Guarantor
     agrees that included within the equitable  remedies available to Bonneville
     hereunder  is the right of  Bonneville  to elect to have any and all of the
     obligations  and  agreements  of  the  Guarantor   hereunder   specifically
     performed.

     13. Enforcement.

     In any action to enforce or interpret this Guaranty,  the prevailing  party
     shall be entitled to all of its costs in prosecuting  and/or defending said
     action,  including a reasonable  amount of its attorney fees,  which may be
     set by the court or arbitrator  before which the action for enforcement was
     brought, or in a separate action for that purpose, in addition to any other
     relief to which the prevailing party may be entitled.

     14. Dispute Resolution.

     Any  dispute  arising  out of this  Guaranty,  or breach  thereof,  must be
     submitted to the American  Arbitration  Association ("AAA") for arbitration
     by a single arbitrator.  Such dispute shall be resolved generally under the
     AAA's Complex  Commercial  Rules.  Discovery  involved in such  arbitration
     shall be governed  by the  applicable  rules of the Federal  Rules of Civil
     procedure  in effect  at the  time.  The  arbitrator's  authority  shall be
     limited by Federal law. Judgement upon any award rendered by the arbitrator
     may be entered in any court having appropriate jurisdiction.  Neither party
     is entitled to seek or recover  punitive damages as part of any arbitration
     award.

     15. Assignment.

     Should Guarantor sell its controlling interest in ELI, or cause the sale of
     ELI's  assets,  then, in connection  with such  transaction,  Guarantor may
     assign its rights and  obligations  under this  guarantee to the purchaser,
     provided that the purchaser  agrees to assume such rights and  obligations,
     and to be bound hereby,  and further provided that the purchaser has issued
     senior  debt  securities  that  are  rated  as  "investment-grade"  by  all
     nationally  recognized  rating agencies.  The Guarantor shall not otherwise
     assign  this  Guaranty  or any of its  rights  or  obligations  under  this
     Guaranty,  including any purported  assignment to any parent,  affiliate or
     subsidiary,  without  the prior  written  consent  of  Bonneville,  and any
     purported  assignment  without  such  consent  shall be null and void.  For
     purposes of this provision,  any merger or  consolidation  of the Guarantor
     with  or  into  a  third-party  or a  sale  by  the  Guarantor  of  all  or
     substantially  all of its  assets  shall be  deemed  to be an  "assignment"
     requiring the prior written consent of Bonneville,  provided, however, that
     no such consent shall be required if the surviving entity agrees in writing
     to be bound by the terms of this Guaranty in form and substance  acceptable
     to Bonneville.

<PAGE>


     16. Alternative Assurances

     In the  event  Guarantor's  senior  debt  securities  cease  to be rated as
     "investment-grade" by at least one nationally recognized rating agency, the
     Guarantor shall provide  Bonneville with prompt notice of such  development
     and Bonneville and Guarantor  shall negotiate in good faith to replace this
     Guaranty with a mutually  acceptable  arrangement to replace this Guaranty;
     provided,  however, that if Guarantor and Bonneville are unable to agree on
     such  replacement  arrangement  within  thirty  (30) days of such change in
     rating, then Guarantor shall, within ten (10) days thereafter, replace this
     Guaranty with a bank letter of credit in form and substance satisfactory to
     Bonneville in an amount equal to $20,000,000  issued by a federally insured
     bank with deposits of in excess of $1,000,000,000.

     17. Miscellaneous.

     17.1  Notices.  Any  notice,  demand,  statement,  request or consent  made
     hereunder  shall be in writing  and shall be deemed to be  received  by the
     addressee  on the first  business  day after such  notice is  tendered to a
     national  recognized  overnight  delivery  service  or  on  the  third  day
     following  the day such notice is deposited  with the United  States Postal
     Service first class certified  mail,  return receipt  requested,  in either
     instance,  addressed  to the address,  as set forth below,  of the party to
     whom such notice is to be given,  or to such other  address as either party
     shall in like manner  designate  in writing.  The  addresses of the parties
     hereto are as follows:

         Guarantor:

         Citizens Utilities Company
         3 High Ridge Park
         Stamford, CT 06905
         Facsimile No.: (203) 614-4625
         Attn: Chief Financial Officer

         with a copy to:

         Citizens Utilities Company
         3 High Ridge Park
         Stamford, CT 06905
         Facsimile No.: (203) 614-5047
         Attn:  Vice President, General Counsel


<PAGE>




         Bonneville:

         The Bonneville Power Administration
         P.O. Box 491
         Vancouver, WA  98666-0491
         Attn:  Robert C. Lahmann - TM/DITT-2
         Telephone:  (360) 418-2092
         Fax:  (360) 418-8320

     17.2  Confidentiality.  The parties agree that the terms of this  Guaranty,
     and all discussions and  correspondence  between the parties related to the
     Guaranty, shall be maintained in the strictest confidence, and shall not be
     disclosed to a third party,  with the exception of ELI, without the consent
     of the other  party,  which  consent may be withheld  for any reason.  Each
     party recognizes that the other party may have disclosure obligations under
     applicable   securities  laws,   stock  exchange  rules,   bank  regulatory
     requirements,  or,  with  respect  to  Bonneville,  under  the  Freedom  of
     Information Act, 5 U.S.C.  ss.552, or when directed by a court of competent
     jurisdiction or other governmental entity. Each party acknowledges that the
     other party may be required  to disclose  the terms of this  Guaranty to an
     arbitrator  in order to seek  enforcement  of its terms.  Each  party,  for
     itself and its corporate affiliates, agrees to limit its disclosures to the
     maximum extent possible and, to the extent  practicable,  to give the other
     party  advance  notice  of any  proposed  disclosure  or  public  statement
     regarding this Guaranty and to consult with respect thereto.

     17.3  Successors  and  Assigns.  This  Guaranty  is binding on the  parties
     hereto,  their  respective  employees,  agents,   shareholders,   officers,
     directors, subsidiaries, parents, affiliates, predecessors,  successors and
     assigns.

     17.4 Advice of Counsel/Construction. Each of the parties represents that in
     the execution of this Guaranty,  and the negotiations  leading thereto,  it
     has had the opportunity to consult legal counsel of its own selection,  and
     that, prior to the execution of the Guaranty, the party's attorney reviewed
     this  Guaranty,  suggested  any desired  changes and advised the party with
     respect to the desirability of executing this Guaranty. This Guaranty shall
     be deemed to have been drafted by both parties, and no rule of construction
     shall be applied against any party as the draftsperson.

     17.5 Entire  Agreement.  This Guaranty reflects the entire agreement of the
     parties with respect to the terms and  conditions  thereof,  and supercedes
     all  discussions,  negotiations,   representations,  conditions  and  other
     communications,  whether oral or written,  concerning the subject matter of
     this  Guaranty.  This Guaranty may be modified only by a writing  signed by
     duly authorized representatives of both parties.

     17.6 Counterparts.  This Guaranty may be executed in two counterparts, each
     of which shall be deemed an original Guaranty for all purposes, but both of
     which  shall be  considered  one  instrument  and  shall  become a  binding
     agreement  when any one or more  counterparts  has been executed by both of
     the parties.

     17.7  Governing  Law.  This  Guaranty  shall be  governed  by Federal  law,
     irrespective of otherwise applicable conflict of law principles thereof.

     17.8  Severability.  In the event that any  provision  of this  Guaranty is
     declared  illegal,  invalid or  unenforceable,  such declaration shall only
     render that provision  ineffective and shall not affect the  enforceability
     of any other term or condition of this Guaranty.

     17.9  Headings.  Titles and  headings of  paragraphs  in this  Guaranty are
     inserted for  convenience  of reference only and are not intended to affect
     the interpretation or construction of this Guaranty.

     EXECUTED on the dates indicated below.

CITIZENS UTILITIES COMPANY
By:     /s/ Robert J. De Santis
Name:   Robert J. De Santis
Title:  Chief Financial Officer
Date:   May 15, 2000




ACKNOWLEDGED AND ACCEPTED:

UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
By:      /s/ Robert C. Lahmann
Name:    Robert C. Lahmann
Title:   Transmission Account Executive
Date:    5/15/00

Enclosure:
         License Agreement
         Waiver and Release

<PAGE>




                               WAIVER AND RELEASE

Having  received  payment in full of the amounts  guaranteed  under the Guaranty
dated May 15, 2000, between Citizens Utilities Company (Citizens) and Bonneville
Power  Administration  (Bonneville),  Bonneville hereby waives and releases both
Electric  Lightwave,  Inc.  (ELI) and Citizens  from any  liability  solely with
respect to payments due under  sections  8(a),  8(b) and 16(b)(4) of the License
Agreement dated May 15, 2000, between Bonneville and ELI.

In the event that such payment received by Bonneville is subsequently set aside,
recovered,  rescinded,  or required to be returned for the reasons  indicated in
section 9 of the Guaranty, this Waiver and Release shall be null and void.


UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration


By:      /s/ Robert C. Lahmann
Name:    Robert C. Lahmann
Title:   Transmission Account Executive
Date:    5/15/00