UNCONDITIONAL LIMITED GUARANTY AGREEMENT

         THIS UNCONDITIONAL  LIMITED GUARANTY AGREEMENT (the "GUARANTY"),  dated
as of December 19, 1996,  made by GST USA, Inc., a Washington  corporation  (the
"GUARANTOR"),  in favor of NTFC CAPITAL CORPORATION, a Delaware corporation (the
"LENDER"), and any assignee of the Lender.

                                    RECITALS:

         A.  Guarantor  desires  to  induce  the  Lender to enter  that  certain
Equipment  Loan and  Security  Agreement  dated as of December , 1996 (the "LOAN
AGREEMENT"),  by and  between the Lender and GST  Equipco,  Inc.,  a  Washington
corporation  ("BORROWER"),  which is a wholly owned  subsidiary of the Guarantor
(and each is a direct or indirect subsidiary of GST Telecommunications,  Inc., a
Canadian  corporation).  Pursuant to the Loan  Agreement the Lender will, at the
request of Borrower,  provide  financing  for Borrower to acquire from  Northern
Telecom Inc. and lease to Affiliates certain equipment,  additions, upgrades and
software  (collectively,  the  "EQUIPMENT")  pursuant  to the  terms of the Loan
Agreement.  Such financings shall be referred to herein from time to time as the
"LOANS".

         B. The Lender is willing to enter into the Loan Agreement,  and advance
the Loans,  subject to the terms and  conditions set forth in the Loan Agreement
and  related  instruments,  agreements  and  documents  executed  by and between
Borrower and the Lender (as amended,  modified,  supplemented  or replaced  from
time  to  time,   the  "LOAN   DOCUMENTS"),   but  only  so  long  as  Guarantor
unconditionally  guarantees  the timely  performance  and payment by Borrower of
each and every obligation  under the Loan Documents,  subject to the limitations
stated herein.

         C. Guarantor acknowledges that the Lender would not be willing to enter
into the Loan  Documents  without the guaranty by  Guarantor  under the terms of
this Guaranty.

         D.  Guarantor is wholly owned by GST  Telecommunications,  Inc.,  which
also owns  (indirectly)  one hundred percent (100%) of the  outstanding  capital
stock of  Borrower,  and  Guarantor  expects to increase its  business,  and the
business of its other  direct and  indirect  Affiliates,  through the use of the
Equipment to be leased by Affiliates  from Borrower and will receive  direct and
indirect benefit from the Lender's extension of credit to Borrower.

         NOW,  THEREFORE,  in order to induce  the Lender to enter into the Loan
Documents  with  Borrower  and for other good and  valuable  consideration,  the
receipt and adequacy of which are hereby  acknowledged,  Guarantor hereby agrees
as follows:

<PAGE>
                                     TERMS:

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION  1.1  CERTAIN  TERMS.  The  following  terms  (whether  or  not
underscored)  when used in this  Guaranty,  including its preamble and recitals,
shall have the following  meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

                  "BORROWER" has the meaning  assigned to that term in Recital A
         hereto,   and  its  successors  and  assigns,   and  includes   without
         limitation:  (i) the Borrower as debtor-in-possession or any trustee in
         any  bankruptcy  proceeding;  (ii) any  trustee,  receiver,  custodian,
         conservator,  or other similar  appointee  over Borrower or over any of
         Borrower's  property  pursuant to any court  proceeding  of any kind or
         otherwise; and (iii) any successor person.

                  "EQUIPMENT" has the meaning assigned to that term in Recital A
         hereto.

                  "GUARANTEED OBLIGATIONS" has the meaning assigned to that term
         in SECTION 2.1 hereof.

                  "GUARANTOR" has the meaning assigned to that term in Recital A
         hereto,  and its  successors and permitted  assigns,  and shall include
         without limitation:  (i) the Guarantor as debtor-in-  possession or any
         trustee  in any  bankruptcy  proceeding;  (ii) any  trustee,  receiver,
         custodian,  conservator,  or other similar  appointee over Guarantor or
         over any of Guarantor's  property  pursuant to any court  proceeding of
         any kind or otherwise; and (iii) any successor person.

                  "GUARANTY"  means this  Guaranty,  as the same may be amended,
         supplemented,  amended and restated or otherwise  modified from time to
         time.

                  "LOAN  AGREEMENT"  has the  meaning  assigned  to that term in
         Recital A hereto.

                  "LOANS"  has the  meaning  assigned  to that term in Recital A
         hereto.

                  "LOAN  DOCUMENTS"  has the  meaning  assigned  to that term in
         Recital B hereto.

         SECTION 1.2 LOAN DOCUMENTS DEFINITIONS. Unless otherwise defined herein
or the context  otherwise.requires,  terms used in this Guaranty,  including its
preamble and recitals, have the meanings provided in the Loan Documents.

                                    ARTICLE 2

                                    GUARANTY

         SECTION 2.1 GUARANTY.  Guarantor hereby unconditionally and irrevocably
guarantees,  subject to the limitations  expressed  herein,  the full and prompt
payment  when due,  whether at stated  maturity,  by  acceleration  or otherwise
(including,  without limitation, all amounts which would have become due but for
the  operation  of the  automatic  stay  under  Section  362(a)  of the  Federal
Bankruptcy Code, 11 U.S.C.


                                       -2-


<PAGE>
362(a)),  of any and all  indebtedness and obligations of any kind and character
whatsoever  of Borrower to the Lender and any and all  extensions,  renewals and
replacements  of such  indebtedness,  arising  under  any of the Loan  Documents
including,  but not  limited  to,  the Loan  Agreement,  the Note,  or any other
document  executed  by  Borrower  in  connection  therewith,   or  of  Guarantor
hereunder, whether such indebtedness is:

                  (i)   characterized  as the  payment of  principal,  interest,
                  premium, fees, costs, expenses or otherwise;

                  (ii)  presently existing or hereafter incurred or arising;

                  (iii) from time to time  reduced and  thereafter  increased or
                  entirely extinguished and thereafter reincurred;

                  (iv)  foreseen or unforeseen,  direct or indirect, absolute or
                  contingent,   primary  or  secondary,  secured  or  unsecured,
                  matured  or  unmatured,  of  the  same  class  or  type  or of
                  different classes or types;

                  (v)   created by or arising under  contract,  tort,  guaranty,
                  overdraft, recovery of avoided payments or otherwise;

                  (vi)  contracted   for  by  Borrower   alone  or  jointly  and
                  severally with another or others;

                  (vii) incurred  by  Borrower  prior to,  during,  or after any
                  filing by  Borrower  or against  Borrower  of any  petition or
                  request   for   liquidation,   reorganization,    arrangement,
                  adjudication  as a  bankrupt,  relief  as a  debtor,  or other
                  relief under  bankruptcy,  insolvency,  or similar laws now or
                  hereafter  in affect in the  United  States of  America or any
                  state or territory  thereof or any foreign  jurisdiction,  and
                  notwithstanding  Borrower's  legal  status  as a  debtor  or a
                  debtor-in-possession  or  Borrower's  discharge  in  any  such
                  proceeding; and/or

                 (viii) created or incurred with or without notice to Guarantor.

The foregoing obligations are referred to herein collectively as the "Guaranteed
Obligations."  This Guaranty  constitutes a guaranty of payment when due and not
merely of  collection,  and Guarantor  specifically  agrees that it shall not be
necessary  or required  that the Lender or any holder of any Loan  exercise  any
right,  assert any claim or demand or enforce any remedy whatsoever  against the
Borrower before or as a condition to the Guaranteed Obligations of any Guarantor
hereunder.

         SECTION 2.2  ACCELERATION  OF GUARANTY.  Guarantor  agrees that, in the
event of the  dissolution  or insolvency of the  Guarantor,  or the inability or
failure of the  Guarantor to pay its debts as it become due, or an assignment by
the Guarantor for the benefit of creditors,  or the  commencement of any case or
proceeding  in respect of the  Guarantor  under any  bankruptcy,  insolvency  or
similar laws, and if such event shall occur at a time when any of the Guaranteed
Obligations of the Borrower may not then be due and payable,  Guarantor will pay
to the Lender  forthwith  the full amount  which would be payable  hereunder  by
Guarantor if all such Guaranteed Obligations were then due and payable.

                                       -3-

<PAGE>
         SECTION 2.3 GUARANTY ABSOLUTE.  Except as limited in SECTION 2.8 below,
this Guaranty shall be construed as a continuing,  absolute,  unconditional  and
irrevocable guarantee of payment and shall remain in full force and effect until
all  Guaranteed  Obligations  of the  Borrower  have  been  paid  in  full,  all
obligations  of Guarantor  hereunder  have been paid in full and  obligations of
Lender under all Loan Documents shall have terminated. Guarantor guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of
the Loan  Agreement,  and that all other  Guaranteed  Obligations  shall be paid
strictly in accordance with the terms of the Loan  Documents,  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 Lender with  respect  thereto.
The  liability  of  Guarantor   under  this  Guaranty   shall  be  absolute  and
unconditional irrespective of:

                  (a)  any lack of validity,  legality or  enforceability of the
         Loan  Agreement,  the  Note,  any  other  Loan  Document  or any  other
         agreement or instrument relating to any thereof;

                  (b)  any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations,  or any
         compromise,  renewal,  extension,  acceleration or release with respect
         thereto,  or  any  other  amendment  or  waiver  of or any  consent  to
         departure from the Loan Agreement or any other Loan Document;

                  (c)  any addition,  exchange, release or non-perfection of any
         collateral,  or any  release  or  amendment  or waiver of or consent to
         departure  from any other  guaranty,  for all or any of the  Guaranteed
         Obligations;

                  (d)  the  failure  of  the  Lender  or  any  holder  of a Loan
         Document:

                       (i)  to assert  any claim or  demand  or to  enforce  any
                  right or remedy  against the  Borrower or any other  person or
                  entity (including any other guarantor) under the provisions of
                  the Loan Agreement or any other Loan Document or otherwise, or

                       (ii) to  exercise  any right or remedy  against any other
                  guarantor  of,  or   collateral   securing,   any   Guaranteed
                  Obligations of the Borrower;

                  (e)  any   amendment   to,   rescission,   waiver,   or  other
         modification  of, or any consent to departure from, any of the terms of
         the Loan Agreement or any other Loan Document;

                  (f)  any defense,  set-off or  counter-claim  which may at any
         time be available to or be asserted by the Borrower against the Lender;

                  (g)  any reduction,  limitation,  impairment or termination of
         the Guaranteed  Obligations  of the Borrower for any reason,  including
         any claim of waiver, release, surrender,  alteration or compromise, and
         shall not be subject to (and  Guarantor  hereby  waives any right to or
         claim  of)  any  defense  or  setoff,   counterclaim,   recoupment   or
         termination  whatsoever  by  reason  of  the  invalidity,   illegality,
         non-genuineness,  irregularity, compromise, unenforceability of, or any
         other event or occurrence affecting,  the Guaranteed Obligations of the
         Borrower or otherwise; or

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


                                       -4-

<PAGE>

         SECTION 2.4  REINSTATEMENT,  ETC.  Guarantor  agrees that this Guaranty
shall continue to be effective or be  reinstated,  as the case may be, if at any
time any payment (in whole or in part) of any of the  Guaranteed  Obligations is
rescinded  or must  otherwise be restored by any the Lender or any holder of any
Loan Document, upon the insolvency, bankruptcy or reorganization of the Borrower
or otherwise, all as though such payment had not been made.

         SECTION 2.5 WAIVER.  Guarantor  hereby  waives  promptness,  diligence,
notice of acceptance  and any other notice with respect to any of the Guaranteed
Obligations  and this  Guaranty  and any  requirement  that the Lender  protect,
secure,  perfect or insure any security interest or lien or any property subject
thereto or exhaust  any right or take any action  against  the  Borrower  or any
other person or entity (including any other guarantor) or any collateral.

         SECTION 2.6 WAIVER OF SUBROGATION.  Guarantor hereby irrevocably waives
any claim or other  rights  which it may now or  hereafter  acquire  against the
Borrower that arise from the existence,  payment,  performance or enforcement of
Guarantor's  obligations  under  this  Guaranty  or  any  other  Loan  Document,
including   any   right   of   subrogation,   reimbursement,   exoneration,   or
indemnification,  any right to  participate in any claim or remedy of the Lender
against the  Borrower or any  collateral  which the Lender now has or  hereafter
acquires,  whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including the right to take or receive from the
Borrower,  directly or indirectly, in cash or other property or by set-off or in
any manner, payment or security on account of such claim or other rights. If any
amount shall be paid to Guarantor in violation of the preceding sentence and the
Guaranteed  Obligations  shall  not have  been paid in cash in full and the Loan
Documents  have not been  terminated,  such amount  shall be deemed to have been
paid to  Guarantor  for the benefit of, and held in trust for,  the Lender,  and
shall  forthwith  be paid to the  Lender to be  credited  and  applied  upon the
Guaranteed  Obligations,  whether matured or unmatured.  Guarantor  acknowledges
that  it  will  receive   direct  and  indirect   benefits  from  the  financing
arrangements contemplated by the Loan Agreement and the other Loan Documents and
that the waiver set forth in this Section is knowingly made in  contemplation of
such benefits.

         SECTION 2.7 SUCCESSORS,  TRANSFEREES AND ASSIGNS;  TRANSFERS, OF LOANS,
ETC. This Guaranty shall:

                  (a)  be binding upon Guarantor,  and its permitted successors,
         transferees and assigns;

         and

                  (b)  inure to the benefit of and be  enforceable by the Lender
         and its permitted successors, transferees and assigns.

Without  limiting the generality of clause (b), to the extent the Lender assigns
or otherwise  transfers (in whole or in part) any Loan or Loan Documents held by
it to any other person or entity,  such other  person or entity shall  thereupon
become vested with the  corresponding  rights and benefits granted to the Lender
under this Guaranty.

         SECTION 2.8  LIMITATION  OF  GUARANTY.  The  financial  obligations  of
Guarantor  hereunder  shall be limited in aggregate  amount to the lesser of (i)
forty-five percent (45%) of Borrower's aggregate  Obligations  outstanding under
the  Loan  Agreement  from  time to time or  (ii)  Twenty-Five  Million  Dollars
($25,000,000.00).


                                       -5-

<PAGE>
                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1 REPRESENTATIONS AND WARRANTIES. Guarantor hereby represents
and warrants to the Lender as follows:

                  (a)  Guarantor  is  a  corporation  duly  organized,   validly
         existing  and  in  good  standing  under  the  laws  of  its  state  of
         incorporation  and has full corporate power and authority to enter into
         this Guaranty and to carry out the transactions contemplated hereby and
         thereby.

                  (b)  The  execution and delivery by Guarantor of this Guaranty
         and the  consummation  by  Guarantor of the  transactions  contemplated
         hereby have been duly authorized by all necessary  corporate  action of
         Guarantor.  This  Guaranty  has been duly  executed  and  delivered  by
         Guarantor and  constitutes the legal,  valid and binding  obligation of
         Guarantor  enforceable  against Guarantor in accordance with its terms,
         subject,   as  to   enforcement   only,  to   bankruptcy,   insolvency,
         reorganization,  moratorium  or  similar  laws at the  time  in  effect
         affecting the enforceability of the rights of creditors generally.

                  (c)  The  execution  and  delivery  of this  Guaranty  and the
         consummation by Guarantor of the transactions  contemplated hereby have
         not  resulted,  and will not (with or without  the lapse of time or the
         giving of notice or both) result, (i) in any breach of any of the terms
         or provisions of, or constitute a default under,  the charter or bylaws
         of Guarantor, any agreement, license or other instrument, any law, rule
         or regulation  or any  judgment,  decree or order of any court to which
         Guarantor is a party or by which its property may be bound,  or (ii) in
         the creation or imposition of any claim,  lien charge or encumbrance of
         any-nature  whatsoever  upon, or give to others any claim,  interest or
         right,  with  respect to any of the  properties,  assets,  contracts or
         licenses of Guarantor.

                                    ARTICLE 4

                                  MISCELLANEOUS

         SECTION 4.1 LOAN  DOCUMENT.  This Guaranty is a Loan Document  executed
pursuant to the Loan Agreement.

         SECTION 4.2 BINDING ON SUCCESSORS, TRANSFEREES AND ASSIGNS; ASSIGNMENT.
In addition to, and not in limitation  of SECTION 2.7,  this  Guaranty  shall be
binding upon Guarantor and its successors,  permitted  transferees and permitted
assigns and shall inure to the benefit of and be  enforceable  by the Lender and
its successors, transferees and assigns (to the full extent provided pursuant to
SECTION 2.7); PROVIDED,  HOWEVER,  that Guarantor may not transfer or assign any
of its  obligations  hereunder  without the prior written consent of the Lender,
and no such assignment,  if permitted,  will operate to relieve Guarantor of its
obligations hereunder.

         SECTION 4.3 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by Guarantor  therefrom  shall in any
event be effective unless the same shall

                                       -6-

<PAGE>
be in writing  and signed by the Lender and  Guarantor,  and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

         SECTION 4.4 ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing or by facsimile  transmission and, if
to  Guarantor,  mailed,  given by  facsimile  transmission  or  delivered to it,
addressed to it at 4317 North East Thurston Way,  Vancouver,  Washington  98662,
Attention:  Chief Financial Officer  (facsimile  number (360) 604-2878),  with a
copy to Olshan Grundman Frome & Rosenzweig  LLP, 505 Park Avenue,  New York, New
York  10022-1170,  Attention:  Stephen Irwin,  Esq. and Daniel  Gallagher,  Esq.
(facsimile  number  (212)  755-1467,  and if to the  Lender,  mailed,  given  by
facsimile  transmission  or delivered to it,  addressed to it at 220 Athens Way,
Nashville,  Tennessee 37228, Attention: Legal Department (facsimile number (615)
734-5283),  with a copy to the Lender  Corporation,  220 Athens Way,  Nashville,
Tennessee 37228, Attention:  Manager, Credit, (facsimile number (715) 734-5110),
or as to each party at such other  address as shall be  designated by such party
in a written notice to each other party  complying as to delivery with the terms
of this  Section.  Any notice,  if mailed and  properly  addressed  with postage
prepaid,  shall be deemed given when  received;  any notice,  if  transmitted by
facsimile transmission or delivery, shall be deemed given when received.

         SECTION 4.5 NO WAIVER;  REMEDIES.  No failure on the part of the Lender
to exercise, and no delay in exercising,  any right hereunder shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law or equity.

         SECTION 4.6 CONTINUING GUARANTY. This Guaranty is a continuing guaranty
and shall (a) remain in full force and effect until final payment in full of the
Guaranteed  Obligations  and all other  amounts  payable  under  this  Guaranty,
subject to reinstatement  in accordance with SECTION 2.4 hereof,  (b) be binding
upon  Guarantor,  its  successors  and permitted  assigns,  and (c) inure to the
benefit of and be  enforceable  by the Lender for its benefit and the benefit of
the Lender and its permitted successors, transferees and assigns.

         SECTION 4.7  SEVERABILITY.  Any  provision  of this  Guaranty  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 of this Guaranty or affecting the validity
or enforceability of such provisions in any other jurisdiction.

         SECTION 4.8 CONSENT TO JURISDICTION AND VENUE; WAIVERS.

                  (a)  GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION
         OF THE FEDERAL COURTS SITTING IN THE MIDDLE DISTRICT OF TENNESSEE,  AND
         IF NO FEDERAL JURISDICTION EXISTS, TO THE JURISDICTION AND VENUE OF THE
         STATE COURTS OF TENNESSEE  FOR ANY SUIT BROUGHT OR ACTION  COMMENCED IN
         CONNECTION  WITH THIS  AGREEMENT,  THE  OTHER  LOAN  DOCUMENTS,  OR THE
         OBLIGATIONS,  AND AGREES NOT TO CONTEST  VENUE OR  JURISDICTION  IN ANY
         SUCH COURTS. IN ANY SUCH LITIGATION,  GUARANTOR WAIVES PERSONAL SERVICE
         OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND AGREES THAT THE SERVICE
         THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECT TO GUARANTOR
         AT ITS ADDRESS SET FORTH IN SECTION 4.4 HEREOF. IN THE ALTERNATIVE,  IN
         ITS SOLE DISCRETION, LENDER

                                       -7-


<PAGE>

         MAY EFFECT SERVICE UPON GUARANTOR IN ANY OTHER FORM OR MANNER PERMITTED
         BY LAW.  THE  CHOICE OF FORUM SET FORTH  HEREIN  SHALL NOT BE DEEMED TO
         PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT  OBTAINED IN SUCH FORUM OR THE
         TAKING OF ANY ACTION  UNDER THIS  AGREEMENT  TO ENFORCE THE SAME IN ANY
         APPROPRIATE JURISDICTION.

                  (b)  GUARANTOR AND LENDER HEREBY KNOWINGLY AND WILLINGLY WAIVE
         THEIR  RESPECTIVE  RIGHTS  TO  DEMAND  A JURY  TRIAL IN ANY  ACTION  OR
         PROCEEDING  INVOLVING  THIS  GUARANTY,  ANY OTHER  LOAN  DOCUMENT,  THE
         GUARANTEED  OBLIGATIONS,  OR ANY  RELATIONSHIP  BETWEEN  THE LENDER AND
         GUARANTOR.  GUARANTOR  WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE
         FOREGOING  WAIVERS  WITH  ITS  LEGAL  COUNSEL  AND  HAS  KNOWINGLY  AND
         VOLUNTARILY  WAIVED ITS JURY TRIAL RIGHTS FOLLOWING  CONSULTATION  WITH
         LEGAL COUNSEL. IN THE EVENT OF LITIGATION,  THIS AGREEMENT MAY BE FILED
         AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

                  (c)  THE LENDER SHALL HAVE NO LIABILITY UNDER OR IN CONNECTION
         WITH THIS  AGREEMENT  OR ANY OF THE OTHER LOAN  DOCUMENTS  FOR SPECIAL,
         EXEMPLARY, PUNITIVE,  INCIDENTAL,  INDIRECT OR CONSEQUENTIAL DAMAGES OF
         ANY SORT IN ANY SUIT  BROUGHT OR ACTION  COMMENCED IN  CONNECTION  WITH
         THIS GUARANTY, THE OTHER LOAN DOCUMENTS, OR THE GUARANTIED OBLIGATIONS,
         AND,  EXCEPT TO THE EXTENT  PROHIBITED  BY LAW,  EACH PARTY  WAIVES ANY
         RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH  ACTION ANY  SPECIAL,
         EXEMPLARY, PUNITIVE,  INCIDENTAL,  INDIRECT OR CONSEQUENTIAL DAMAGES OF
         ANY SORT OTHER THAN ACTUAL DAMAGES.

                  (d)  TO THE EXTENT THAT GUARANTOR HAS OR HEREAFTER MAY ACQUIRE
         ANY IMMUNITY FROM  JURISDICTION  OF ANY COURT OR FROM ANY LEGAL PROCESS
         (WHETHER  THROUGH  SERVICE OR  NOTICE,  ATTACHMENT  PRIOR TO  JUDGMENT,
         ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO
         ITSELF OR TO ITS PROPERTY,  GUARANTOR  HEREBY  IRREVOCABLY  WAIVES SUCH
         IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

                  (e)  BY EXECUTING THIS GUARANTY,  GUARANTOR HEREBY IRREVOCABLY
         AND UNCONDITIONALLY  WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
         HAVE  TO THE  LAYING  OF  VENUE  OF ANY OF  THE  AFORESAID  ACTIONS  OR
         PROCEEDINGS  ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT
         IN ANY OF THE AFORESAID  COURTS,  AND HEREBY  FURTHER  IRREVOCABLY  AND
         UNCONDITIONALLY WAIVES AND AGREES


                                       -8-


<PAGE>

         NOT TO PLEAD ANY CLAIM THAT ANY SUCH  ACTION OR  PROCEEDING  BROUGHT IN
         ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         SECTION  4.9  GOVERNING  LAW.  This  Guaranty  shall be governed by and
construed in accordance with the internal laws of the State of New York.

         IN WITNESS  WHEREOF,  Guarantor  has caused  this  Guaranty  to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first  above  written,  and the Lender has  accepted  it by its duly  authorized
officer.

GST USA, INC.



By:  /s/ Clifford V. Sander
     --------------------------
     Name:  Clifford V. Sander
     Title: Senior Vice President

Accepted:

NTFC CAPITAL CORPORATION

By:  /s/ illegible
     --------------------------
     Name:
     Title:

                                       -9-