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                                                                EXHIBIT 10.130





                             GUARANTEE


          GUARANTEE, dated as of May 22, 1997, made by COGENTRIX
DELAWARE HOLDINGS, INC., a Delaware corporation (the
"Guarantor"), in favor of the Borrower Creditors (as defined
below).


                        W I T N E S S E T H:


          WHEREAS, pursuant to the Credit Agreement, dated as of
May 22, 1997 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Cogentrix Energy,
Inc. (the "Borrower"), the lenders from time to time parties
thereto (the "Lenders") and Australia and New Zealand Banking
Group Limited, as the issuing bank thereunder (in such capacity,
the "Issuing Bank") and as agent for the Lenders (in such
capacity, the "Agent"), the Lenders have severally agreed to make
certain loans to the Borrower (the "Loans") and the Issuing Bank
has agreed to issue certain letters of credit for the account of
the Borrower (the "Letters of Credit"; the Loans and the Letters
of Credit, collectively, the "Extensions of Credit") upon the
terms and subject to the conditions set forth therein, the Loans
to be evidenced by certain notes issued by the Borrower under the
Credit Agreement;

          WHEREAS, the Borrower owns directly all of the issued
and outstanding stock of the Guarantor;

          WHEREAS, the proceeds of the Loans will be used in part
to enable the Borrower to make valuable transfers (as determined
as provided herein) to the Guarantor in connection with the
operation of its business;

          WHEREAS, the Guarantor will derive substantial direct
and indirect benefit from the making of the Extensions of Credit;
and

          WHEREAS, it is a condition precedent to the obligation
of the Lenders and the Issuing Bank to make their respective
Extensions of Credit under the Credit Agreement that the
Guarantor shall have executed and delivered this Guarantee.

          NOW, THEREFORE, in consideration of the premises and to
induce the Agent, the Issuing Bank and the Lenders to enter into
the Credit Agreement and to induce the Lenders and the Issuing
Bank to make their respective Extensions of Credit to the
Borrower under the Credit Agreement, the Guarantor hereby agrees
as follows:

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          1.  Defined Terms.  (a)  Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

          (b)  As used herein, the following terms shall have the
following meanings:

          "Borrower Creditors":  the collective reference to the
     Agent, the Issuing Bank, the Lenders, the Trustee, the
     Holders, the holders of Other Indebtedness and their
     respective successors, indorsees, transferees and assigns.

          "CDH Permitted Investments":

          (i)(A)  commercial paper of issuers organized under the
     laws of any state of the United States of America rated at
     least "A-1" by Standard and Poor's Rating Group ("S&P") and
     "Prime-1" by Moody's Investors Service, Inc. ("Moody's");

             (B)  marketable direct obligations of the United
     States of America with maturities of three years or less
     from the date of acquisition;

             (C)  marketable obligations directly and fully
     guaranteed as to interest and principal by the United States
     of America with maturities of three years or less from the
     date of acquisition;

             (D)  demand deposits with the Agent, and time
     deposits, certificates of deposit and banker's acceptances
     issued by (1) the Agent or (2) any member bank of the
     Federal Reserve System which is organized under the laws of
     the United States of America or any state thereof or any
     United States branch of a foreign bank, in each case whose
     long-term debt securities are rated "A" or better by S&P and
     "A2" or better by Moody's;

             (E)  obligations of the Agent, any bank described in
     clause (D) above or any financial institution, in respect of
     the repurchase of obligations of the type as described in
     clauses (B) and (C) above, provided that such repurchase
     obligations shall be fully secured by obligations of the
     type described in said clauses (B) and (C) and the
     possession of such obligations shall be transferred to, and
     segregated from other obligations owned by, the Agent, any
     such bank or such financial institution;

             (F)  eurodollar certificates of deposit issued by
     the Agent or any bank described in clause (D) above;

             (G)  marketable asset-backed securities rated at
     least "AA" by S&P and "Aa2" by Moody's;

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             (H)  marketable debt obligations of the Federal
     National Mortgage Association, the Government National
     Mortgage Association or the Federal Home Loan Mortgage
     Association secured by a pool of mortgage loans with an
     average life of three years or less from the date of
     acquisition and rated at least "AA" by S&P and at least
     "Aa2" by Moody's; and

              (I)  corporate debt securities of issuers organized
     under the laws of any state of the United States of America
     with maturities of three years or less from the date of
     acquisition rated not less than "A" by S&P and "A2" by
     Moody's;

     provided, that for any of the securities of the types
     described in subclauses (A), (B), (C), (D), (E), (F), (G),
     (H) or (I) above to be CDH Permitted Investments in the
     hands of any Person (x) the weighted average maturity from
     any date of the securities of such types owned on such date
     by such Person shall not be more than one year; and (y) the
     value of the securities of any single issuer rated less than
     "AAA" by S&P and "Aaa" by Moody's (other than the United
     States of America or any agency thereof) owned by such
     Person at any time shall not constitute more than 5% of the
     value of all of the securities of such types owned by such
     Person at such time; and

          (ii)  shares of money market mutual funds which invest
     exclusively in assets satisfying the requirements of
     subclauses (A), (B), (C), (D) or (F) of clause (i) of this
     definition; provided, that for any such shares of such a
     fund to be CDH Permitted Investments in the hands of any
     Person, the weighted average maturity from any date of the
     securities owned on such date by such fund shall not be more
     than one year.

          "Credit Agreement Obligations":  the collective
     reference to the unpaid principal of and interest on the
     notes issued by the Borrower under the Credit Agreement and
     all other obligations and liabilities of the Borrower in
     respect of the payment of any amount by the Borrower to, or
     deposit of any amount by the Borrower with, the Agent, the
     Issuing Bank or the Lenders (including, without limitation,
     (i) interest accruing at the then applicable rate provided
     in the Credit Agreement after the maturity of the Loans and
     interest accruing at the then applicable rate provided in
     the Credit Agreement after the filing of any petition in
     bankruptcy, or the commencement of any insolvency,
     reorganization or like proceeding, relating to the Borrower,
     whether or not a claim for post-filing or post-petition
     interest is allowed in such proceeding and (ii) the
     obligations of the Borrower to make deposits into the Cash
     Collateral Account), whether direct or indirect, absolute or
     contingent, due or to become due, now existing or hereafter

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     incurred, which may arise under, out of, or in connection
     with, the Credit Agreement, the notes issued by the Borrower
     thereunder, the Letters of Credit or any other document
     made, delivered or given in connection therewith, whether on
     account of principal, interest, reimbursement obligations,
     fees, indemnities, costs, expenses or otherwise (including,
     without limitation, all fees and disbursements of counsel to
     the Agent, the Issuing Bank or to the Lenders that are
     required to be paid by the Borrower or the Guarantor
     pursuant to the terms of the Credit Agreement or this
     Guarantee).

          "Guaranteed Obligations":  the collective reference to
     (a) the Credit Agreement Obligations, (b) the Indenture
     Obligations and (c) all Other Indebtedness.

          "Holders":  the holders of the notes issued by the
     Borrower under the Borrower Indenture.

          "Indenture Obligations":  the collective reference to
     the unpaid principal of and interest on the notes issued by
     the Borrower under the Borrower Indenture and all other
     obligations and liabilities of the Borrower in respect of
     the payment of any amount by the Borrower to, or deposit of
     any amount by the Borrower with, the Trustee or the Holders
     (including, without limitation, (i) interest accruing at the
     then applicable rate provided in the Borrower Indenture
     after the maturity of such notes and interest accruing at
     the then applicable rate provided in the Borrower Indenture
     after the filing of any petition in bankruptcy, or the
     commencement of any insolvency, reorganization or like
     proceeding, relating to the Borrower, whether or not a claim
     for post-filing or post-petition interest is allowed in such
     proceeding and (ii) the obligations of the Borrower to make
     deposits pursuant to Section 12.1 of the Borrower Indenture
     into a "Sinking Fund" for the retirement of the Borrower
     Indenture Securities), whether direct or indirect, absolute
     or contingent, due or to become due, now existing or
     hereafter incurred, which may arise under, out of, or in
     connection with, the Borrower Indenture, the notes issued by
     the Borrower thereunder or any other document made,
     delivered or given in connection therewith, whether on
     account of principal, interest, reimbursement obligations,
     fees, indemnities, costs, expenses or otherwise (including,
     without limitation, all fees and disbursements of counsel to
     the Trustee or to the Holders that are required to be paid
     by the Borrower or the Guarantor pursuant to the terms of
     the Borrower Indenture or this Guarantee).

          "Other Indebtedness":  any unsecured indebtedness of
     the Borrower for borrowed money, other than indebtedness
     constituting a Credit Agreement Obligation or Indenture
     Obligation, existing on the date hereof or hereafter
     incurred by the Borrower, but only to the extent the

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     Borrower is permitted to Incur such indebtedness under the
     Borrower Indenture and the Credit Agreement.

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

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

          2.  Guarantee.  (a)  Subject to the provisions of
paragraph 2(b), the Guarantor hereby, unconditionally and
irrevocably, guarantees to (i) the Agent, for the ratable benefit
of the Lenders and the Issuing Bank and their respective
successors, indorsees, transferees and assigns, the prompt and
complete payment (and performance, in the case of deposits) by
the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Credit Agreement Obligations,
(ii) the Trustee, for the ratable benefit of the Holders and
their respective successors, indorsees, transferees and assigns,
the prompt and complete payment (and performance, in the case of
deposits) by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Indenture
Obligations and (iii) each holder of Other Indebtedness and such
holder's successors, indorsees, transferees and assigns, the
prompt and complete payment by the Borrower when due (whether at
the stated maturity, by acceleration or otherwise) of the Other
Indebtedness owed to such holder.

          (b)  Anything herein or in the Credit Agreement, the
Borrower Indenture, any agreement in respect of Other
Indebtedness or any other document to the contrary
notwithstanding, (i) the maximum liability of the Guarantor
hereunder and under the Credit Agreement, the Borrower Indenture
or any agreement in respect of Other Indebtedness shall in no
event exceed the amount which can be guaranteed by the Guarantor
under applicable federal and state laws relating to the
insolvency of debtors and (ii) the Guarantor shall not be liable,
on account of the Borrower's failure to pay or perform any
Guaranteed Obligation owed to any Borrower Creditor when due, to
pay to such Borrower Creditor any amount hereunder or under the
Credit Agreement, the Borrower Indenture or any agreement in
respect of Other Indebtedness unless the Guarantor shall have
more than $150,000 in assets (other than assets constituting
Investments in Subsidiaries but including, without limitation,
CDH Permitted Investments) on the day that such failure occurred
or thereafter.

          (c)  The Guarantor further agrees to pay any and all
expenses (including, without limitation, all fees and
disbursements of counsel) which may be paid or incurred by any

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Borrower Creditor in enforcing, or obtaining advice of counsel in
respect of, any rights with respect to, or collecting, any or all
of the Guaranteed Obligations and/or enforcing any rights with
respect to, or collecting against, the Guarantor under this
Guarantee.

          (d)  No payment or payments made by the Borrower, the
Guarantor, any other guarantor or any other Person or received or
collected by any Borrower Creditor from the Borrower, the
Guarantor, any other guarantor or any other Person by virtue of
any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or
in payment of any of the Guaranteed Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of
the Guarantor hereunder which shall, notwithstanding any such
payment or payments other than payments made by the Guarantor in
respect of the Guaranteed Obligations or payments received or
collected from such Guarantor in respect of the Guaranteed
Obligations, remain liable for the Guaranteed Obligations up to
the maximum liability of the Guarantor hereunder.

          3.  Right of Set-off.  The Guarantor hereby irrevocably
authorizes each Borrower Creditor at any time and from time to
time without notice to the Guarantor, any such notice being
expressly waived by the Guarantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured,
at any time held or owing by such Borrower Creditor to or for the
credit or the account of the Guarantor, or any part thereof in
such amounts as such Borrower Creditor may elect, against and on
account of the obligations and liabilities of the Guarantor to
the Borrower Creditor hereunder, in any currency, whether arising
hereunder, under the Credit Agreement, the Borrower Indenture,
any note issued by the Borrower under the Credit Agreement or the
Borrower Indenture, any agreement in respect of Other
Indebtedness or otherwise, as such Borrower Creditor may elect,
whether or not any Borrower Creditor has made any demand for
payment and although such obligations, liabilities and claims may
be contingent or unmatured.  The Borrower Creditor shall notify
the Guarantor promptly of any such set-off and the application
made by such Borrower Creditor, provided that the failure to give
such notice shall not affect the validity of such set-off and
application.  The rights of each Borrower Creditor under this
Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which such Borrower
Creditor may have.

          4.  No Subrogation.  Notwithstanding any payment or
payments made by the Guarantor hereunder or any set-off or
application of funds of any of the Guarantor by any Borrower
Creditor, the Guarantor shall not be entitled to be subrogated to
any of the rights of any Borrower Creditor against the Borrower

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or any collateral security or guarantee or right of offset held
by any Borrower Creditor for the payment of any of the Guaranteed
Obligations, nor shall the Guarantor seek or be entitled to seek
any contribution or reimbursement from the Borrower in respect of
payments made by the Guarantor hereunder.

          5.  Amendments, etc. with respect to the Guaranteed
Obligations; Waiver of Rights.  The Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation
of rights against the Guarantor and without notice to or further
assent by the Guarantor, any demand for payment of any of the
Guaranteed Obligations made by any Borrower Creditor may be
rescinded by such party and any of the Guaranteed Obligations
continued, and the Guaranteed Obligations, or the liability of
any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Borrower Creditor, and the Credit
Agreement, the Borrower Indenture, any note issued by the
Borrower under the Credit Agreement or the Borrower Indenture,
any agreement in respect of Other Indebtedness and any other
documents executed and delivered in connection with the Credit
Agreement, the Borrower Indenture or any agreement in respect of
Other Indebtedness, may be amended, modified, supplemented or
terminated, in whole or in part, as the parties thereto may deem
advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by any Borrower
Creditor for the payment of any of the Guaranteed Obligations may
be sold, exchanged, waived, surrendered or released.  When making
any demand hereunder against the Guarantor, a Borrower Creditor
may, but shall be under no obligation to, make a similar demand
on the Borrower or any other guarantor, and any failure by any
Borrower Creditor to make any such demand or to collect any
payments from the Borrower or any such guarantor or any release
of the Borrower or such other guarantor shall not relieve the
Guarantor of its obligations or liabilities hereunder, and shall
not impair or affect the rights and remedies, express or implied,
or as a matter of law, of any Borrower Creditor against the
Guarantor.  For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

          6.  Guarantee Absolute and Unconditional.  The
Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Guaranteed Obligations and
notice of or proof of reliance by any Borrower Creditor upon this
Guarantee or acceptance of this Guarantee, the Guaranteed
Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Guarantee (subject in
each case to the right of the Guarantor and the Agent to waive,
amend, supplement and modify this Guarantee as provided in
paragraph 14(a) hereof and the termination of this Guarantee and
the discharge of the Guarantor's obligations hereunder as

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provided in Section 15); and all dealings between the Borrower
and the Guarantor, on the one hand, and any of the Borrower
Creditors, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon this
Guarantee (subject in each case to the right of the Guarantor and
the Agent to waive, amend, supplement and modify this Guarantee
as provided in paragraph 14(a) hereof and the termination of this
Guarantee and the discharge of the Guarantor's obligations
hereunder as provided in Section 15).  The Guarantor waives
diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon the Borrower or the Guarantor
with respect to any of the Guaranteed Obligations.  The Guarantor
understands and agrees that this Guarantee shall be construed as
a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability
of the Credit Agreement, the Borrower Indenture, any note issued
by the Borrower under the Credit Agreement or the Borrower
Indenture, any agreement in respect of any Other Indebtedness,
any of the Guaranteed Obligations or any other collateral
security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any Borrower
Creditor, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be
available to or be asserted by the Borrower against any Borrower
Creditor, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Borrower or the Guarantor)
which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for any of the
Guaranteed Obligations, or of the Guarantor under this Guarantee,
in bankruptcy or in any other instance.  When pursuing its rights
and remedies hereunder against the Guarantor, any Borrower
Creditor may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the Borrower or any
other Person or against any collateral security or guarantee for
any of the Guaranteed Obligations or any right of offset with
respect thereto, and any failure by any Borrower Creditor to
pursue such other rights or remedies or to collect any payments
from the Borrower or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower or any such other
Person or any such collateral security, guarantee or right of
offset, shall not relieve the Guarantor of any liability
hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of
law, of any Borrower Creditor against the Guarantor.

          7.  Reinstatement.  This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Guaranteed
Obligations is rescinded or must otherwise be restored or
returned by any Borrower Creditor upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the
Borrower or the Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or

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trustee or similar officer for, the Borrower or the Guarantor or
any substantial part of its property, or otherwise, all as though
such payments had not been made.

          8.  Payments.  The Guarantor hereby guarantees to the
Agent, the Issuing Bank and the Lenders that payments hereunder
in respect of the Credit Agreement Obligations will be paid to
the Agent without set-off or counterclaim in U.S. Dollars at the
office of the Agent located at 1177 Avenue of the Americas, New
York, New York 10036-9715.

          9.  Representations and Warranties.  The Guarantor
hereby represents and warrants to the Agent, the Issuing Bank and
the Lenders (and not to any other Borrower Creditor):

          (a)  The Guarantor is a corporation duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power and
authority and the legal right to own and operate its property, to
lease the property it operates and to conduct the business in
which it is currently engaged.

          (b)  The Guarantor has the corporate power and
authority and the legal right to execute and deliver, and to
perform its obligations under, this Guarantee, and has taken all
necessary corporate action to authorize its execution, delivery
and performance of this Guarantee.

          (c)  This Guarantee constitutes a legal, valid and
binding obligation of the Guarantor enforceable in accordance
with its terms, except as affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting the enforcement of
creditors' rights generally, general equitable principles and an
implied covenant of good faith and fair dealing.

          (d)  The execution, delivery and performance of this
Guarantee will not violate any provision of any Requirement of
Law or Contractual Obligation of the Guarantor and will not
result in or require the creation or imposition of any Lien on
any of the properties or revenues of such Guarantor pursuant to
any Requirement of Law or Contractual Obligation of the
Guarantor.

          (e)  No consent or authorization of, filing with, or
other act by or in respect of, any arbitrator or Governmental
Authority and no consent of any other Person (including, without
limitation, any stockholder or creditor of the Guarantor) is
required in connection with the execution, delivery, performance,
validity or enforceability of this Guarantee.

          (f)  No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to
the knowledge of the Guarantor, threatened by or against the

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Guarantor or against any of its properties or revenues (i) with
respect to this Guarantee or any of the transactions contemplated
hereby or (ii) which could have a material adverse effect on the
business, operations, property or financial or other condition of
the Guarantor.

          (g)  The Guarantor has good title in all its property,
and none of its property is subject to any Lien of any nature
whatsoever except as permitted under paragraph 10(a) hereof.

          (h)  The Guarantor has filed or caused to be filed all
tax returns which, to its knowledge, are required to be filed and
has paid all taxes shown to be due and payable on said returns or
on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount
or validity of which are currently being contested in good faith
by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of such
Guarantor).  No tax Lien has been filed, and, to the knowledge of
the Guarantor, no claim is being asserted, with respect to any
such tax, fee or other charge.

          (i)  The unaudited balance sheet of the Guarantor as at
June 30, 1996 and the related unaudited statement of income for
the fiscal year ended on such date, certified by a Responsible
Officer, copies of which have heretofore been furnished to each
Lender, are complete and correct and present fairly the financial
condition of the Guarantor as at such date, and the results of
its operations for the fiscal year then ended.  The unaudited
balance sheet of such Guarantor as at March 31, 1997 and the
related unaudited statement of income for the nine-month period
ended on such date, certified by a Responsible Officer, copies of
which have heretofore been furnished to each Lender, are complete
and correct and present fairly the financial condition of the
Guarantor as at such date, and the results of its operations for
the nine-month period then ended (subject to normal year-end
audit adjustments).  All such financial statements, including the
related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods
involved.  At the date of the most recent balance sheet referred
to above, the Guarantor had no material Guarantee Obligation,
contingent liability or liability for taxes, or any long-term
lease or unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap or
exchange transaction or other financial derivative, which is not
reflected in the foregoing statements or in the notes thereto.
During the period from March 31, 1997, to and including the date
of this Guarantee there has been no sale, transfer or other
disposition by the Guarantor of any material part of its business
or property and no purchase or other acquisition of any business
or property (including any Capital Stock of any other Person)
material in relation to the financial condition of the Guarantor
at March 31, 1997.

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          (j)  The Borrower directly owns 100% of the outstanding
shares of Capital Stock of the Guarantor.

          10.  Covenants.  The Guarantor hereby covenants and
agrees with the Agent, the Issuing Bank and the Lenders (and not
with any other Borrower Creditor) as follows:

          (a)  The Guarantor shall not Incur, assume, create or
otherwise cause or suffer to exist, directly or indirectly, any
Debt (other than Debt under this Guarantee) and shall not grant
or cause or suffer to exist any Lien on any property of the
Guarantor now owned or hereafter acquired by the Guarantor.
Notwithstanding the previous sentence of this paragraph 10(a), so
long as all Debt secured by each such Lien described below in
clauses (i), (ii) and (iii) of this sentence is Non-Recourse to
the Guarantor, the Guarantor may grant or cause or suffer to
exist:  (i) Liens on the Guarantor's interests in Subsidiaries
and Joint Ventures in which the Guarantor is a partner,
shareholder, member or other participant, which Liens are granted
in good faith in connection with the acquisition of such assets
or as part of the financing of a Power Generation Facility;
provided that such Liens are required in order to effect such
financing and are not materially more restrictive, taken as a
whole, than Liens, taken as a whole, customarily accepted (or in
the absence of any industry custom, reasonably acceptable) in
substantially Non-Recourse project financing; (ii) Liens on the
stock or partnership interest of Subsidiaries of the Guarantor
and interests in Joint Ventures in which the Guarantor becomes a
partner, shareholder, member or other participant which Liens are
granted in good faith as part of a project financing or the
development of a project; provided that such Liens are required
in order to effect such transaction and are not materially more
restrictive, taken as a whole, than Liens, taken as a whole,
customarily accepted (or in the absence of any industry custom,
reasonably acceptable) in substantially Non-Recourse project
financing; and (iii) Liens in respect of extensions, renewals,
refunding or Refinancing of any Debt secured by the Liens
referred to in clauses (i) or (ii) above, provided that the Liens
in connection with such renewal, extension, refunding or
Refinancing shall be limited to all or part of the specific
Property which was subject to the original Lien.

          (b)  The Guarantor shall not create or otherwise cause
or suffer to exist or become effective any consensual encumbrance
or restriction of any kind on its ability to (i) pay dividends or
make other distributions permitted by applicable law on any of
its Capital Stock, (ii) make payments in respect of any Debt owed
to the Borrower, (iii) make loans or other advances to the
Borrower or (iv) transfer any of its property to the Borrower,
other than those encumbrances and restrictions created or
existing (1) pursuant to the Borrower Indenture as in effect on
the date hereof, the Credit Agreement or this Guarantee;
(2) customary non-assignment provisions in leases or other
contracts entered into in the ordinary course of business of the

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Guarantor; and (3) as a result of any Lien on the property of the
Guarantor permitted under paragraph 10(a) hereof.

          (c)  The Guarantor shall not make any advance, loan,
extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any
assets constituting a business unit of, or make any other
Investment in, any Person, other than (i) Investments in any
Subsidiary of the Guarantor (or any Person that will become a
Subsidiary of the Guarantor as a result of such Investment) that
the Borrower is permitted to allow the Guarantor to make under
the Credit Agreement (including, without limitation,
subsection 7.4 thereof) and the Borrower Indenture and (ii) CDH
Permitted Investments; provided, that (1) so long as the total of
the aggregate amount of CDH Permitted Investments owned by the
Borrower plus the aggregate amount of CDH Permitted Investments
owned by the Guarantor (exclusive of, in the case of both the
Borrower and the Guarantor, any CDH Permitted Investments subject
to or otherwise covered by any Lien other than the Lien created
under the Credit Agreement in the Cash Collateral Account) shall
have a value of $50 million or more, the Guarantor may make any
Investment that the Borrower is permitted to allow the Guarantor
to make under the Credit Agreement (including, without
limitation, subsection 7.4 thereof) and the Borrower Indenture
and (2) the Guarantor may make loans to AGRO Power Development,
Inc. and its Affiliates, for purposes of financing its or their
acquisition, construction, operation or development of
greenhouses in which the Borrower or one of its Subsidiaries has
or will have an interest, in an aggregate principal amount not to
exceed $10 million at any time, but only to the extent that the
Borrower is permitted to allow the Guarantor to make such loans
under the Credit Agreement (including, without limitation,
subsection 7.4 thereof) and the Borrower Indenture.

          11.  Authority of Agent.  The Guarantor acknowledges
that the rights and responsibilities of the Agent under this
Guarantee with respect to any action taken by the Agent or the
exercise or non-exercise by the Agent of any option, right,
request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the
Agent and the Lenders, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time
to time among them, but, as between the Agent and such Guarantor,
the Agent shall be conclusively presumed to be acting as agent
for the Lenders with full and valid authority so to act or
refrain from acting, and the Guarantor shall be under any
obligation, or entitlement, to make any inquiry respecting such
authority.

          12.  Severability.  Any provision of this Guarantee
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or

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unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

          13.  Integration.  This Guarantee represents the
agreement of the Guarantor with respect to the subject matter
hereof and there are no promises or representations by any
Borrower Creditor relative to the subject matter hereof not
reflected herein.

          14.  Amendments in Writing; No Waiver; Cumulative
Remedies.  (a)  The terms or provisions of this Guarantee may be
waived, amended, supplemented or otherwise modified at any time
and from time to time by a written instrument executed by the
Guarantor and the Agent but not by any other means.  Any waiver,
amendment, supplement or modification pursuant to this paragraph
14(a) shall be effective as against all of the Borrower Creditors
notwithstanding any reliance by the Borrower Creditors or any of
them on this Guarantee prior thereto.

          (b)  Neither the Agent nor the Issuing Bank nor any
Lender nor the Trustee nor any Holder nor any other Borrower
Creditor shall by any act, delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any breach of any of the terms and
conditions hereof.  No failure to exercise, nor any delay in
exercising, on the part of the Agent, the Issuing Bank, any
Lender, the Trustee, any Holder or any other Borrower Creditor,
any right, power or privilege hereunder shall operate as a waiver
thereof.  No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
A waiver by the Agent, the Issuing Bank, any Lender, the Trustee,
any Holder or any other Borrower Creditor of any right or remedy
hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the Agent, the Issuing Bank, such
Lender, the Trustee, such Holder or such other Borrower Creditor
would otherwise have on any future occasion.

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

          15.  Discharge.  This Guarantee and the Guarantor's
obligations hereunder shall remain in full force and effect until
all Credit Agreement Obligations shall have been paid and
performed in full and all Letters of Credit shall have expired or
been terminated (notwithstanding that from time to time the
Borrower may be free from any Credit Agreement Obligations) and,
except as otherwise provided in Section 7 hereof, thereafter this
Guarantee shall terminate and all of the Guarantor's obligations
hereunder shall be discharged in full.

          16.  Section Headings.  The section headings used in
this Guarantee are for convenience of reference only and are not

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<PAGE>   14

to affect the construction hereof or be taken into consideration
in the interpretation hereof.

          17.  Successors and Assigns.  This Guarantee shall be
binding upon the successors and assigns of the Guarantor and
shall inure to the benefit of each Borrower Creditor and each
Borrower Creditor's successors, indorsees, transferees and
assigns.

          18.  Governing Law.  This Guarantee shall be governed
by, and construed and interpreted in accordance with, the law of
the State of New York.

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


                                COGENTRIX DELAWARE HOLDINGS, INC.
                                
                                
                                
                                By: /s/ Thomas F. Schwartz
                                Title:  Vice President - Finance
                                        Treasurer

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