NORTH ATLANTIC TRADING CO INC
10.28
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>jd3-25_guaranty.txt
<DESCRIPTION>10.28
<TEXT>
                                                                   EXHIBIT 10.28

                     AMENDED AND RESTATED GUARANTY AGREEMENT

           This is a Guaranty Agreement dated as of February 17, 2004 (this
"Agreement"), among Bank One, NA, as Agent Bank (the "Agent Bank") on behalf of
itself and the other Banks identified in the Loan Agreement referenced below,
and NATIONAL TOBACCO COMPANY, L.P. ("NTCLP"), NORTH ATLANTIC OPERATING COMPANY,
INC. ("NAOC"), NATIONAL TOBACCO FINANCE CORPORATION ("NTFC"), NORTH ATLANTIC
CIGARETTE COMPANY, INC. ("NACC"), STOKER, INC. ("STOKER"), RBJ SALES, INC.
("RBJ"), and FRED STOKER & SONS, INC ("STOKER & SONS")(each a "Guarantor and
collectively, the "Guarantors").

                                   SECTION 1

                            Recitals and Definitions
                            ------------------------

           1.01 This Agreement is entered into concurrently with and pursuant to
that certain Amended and Restated Loan Agreement dated as of February 17, 2004
(the "Loan Agreement") entered into by and among NORTH ATLANTIC TRADING COMPANY,
INC. (the "Borrower"), each of the Guarantors, the Banks party thereto (referred
to herein individually as a "Bank" and collectively as the "Banks"), and Bank
One, NA, as Agent Bank. Capitalized terms not otherwise defined herein shall
have the meanings given them in the Loan Agreement. To the extent this document
contains references to multiple "Banks" or "Revolving Credit Notes" at a time
when there exists only one "Bank" or "Revolving Credit Note," such references
shall be deemed to refer to such single "Bank," or "Revolving Credit Note," as
appropriate.

           1.02 The Loan Agreement amends and restates in its entirety that
certain Loan Agreement dated as of December 29, 2000, by and among the Borrower,
NTCLP, NAOC, NTFC, the Banks (as defined therein), and the Agent Bank (the
"Original Loan Agreement").

           1.03 Pursuant to the Loan Agreement, the Borrower has executed and
delivered to the Banks Revolving Credit Notes in the total principal amount of
Fifty Million Dollars ($50,000,000) (such Revolving Credit Notes, including any
note or other instrument issued in renewal, replacement, extension,
modification, novation and/or revival thereof, is hereinafter referred to as the
"Notes") and various other Loan Documents.

           1.04 Pursuant to the Original Loan Agreement, the Borrower and the
then-existing Subsidiaries of Borrower as Guarantors, entered into that certain
Guaranty Agreement dated December 29, 2000 (the "Original Guaranty Agreement").

           1.05 Pursuant to the Loan Agreement, this Agreement amends and
restates in its entirety the Original Guaranty Agreement.


<PAGE>
                                   SECTION 2

                       Guaranty of Payment and Performance
                       -----------------------------------

           2.01 The Guarantors, intending to be bound as accommodation parties
for the Borrower, absolutely and unconditionally, and jointly and severally,
each guarantee the following obligations and/or liabilities (collectively, the
"Guarantied Obligations"): (a) the prompt payment in full by the Borrower of all
obligations under the Loan Agreement (including reimbursement obligations under
Letters of Credit) and the Notes; (b) the punctual and faithful performance and
observance by the Borrower of all other obligations and undertakings to be
performed or observed pursuant to the Loan Agreement and the other Loan
Documents; and (c) that the Guarantors will, upon demand, pay to the Agent Bank
the costs and expenses incurred by the Agent Bank in connection with enforcing
the Agent Bank's rights under this Agreement, including, without limitation, the
reasonable fees and expenses of counsel. Notwithstanding the foregoing, the
maximum aggregate liability of the Guarantors under this Agreement (the "Maximum
Liability Amount") is the lesser of (a) the sum of the Guarantied Obligations,
including, but not limited to, (1) the aggregate principal balance of, and all
accrued interest on, the Notes, (2) any costs and expenses as specified in
subsection (c) of this Section 2.01, and (3) any other damages or other amounts
provided for in the Loan Documents; or (b) Fifty Million Dollars ($50,000,000),
plus accrued interest, costs and expenses, as specified in subsection (c) of
this Section 2.01. The Maximum Liability Amount under this Agreement shall be in
addition to the maximum aggregate liability of the Guarantors or of any other
guarantor to the Agent Bank under any guaranty agreement of the Guarantor or any
other guarantor heretofore or hereafter given.

                                   SECTION 3

      Obligations Unconditional and Joint and Several as to each Guarantor
      --------------------------------------------------------------------

           3.01 This is an unconditional and absolute guaranty of payment and
performance. If for any reason the Borrower fails to observe or perform any
obligation, undertaking or condition (whether affirmative or negative) in the
Loan Agreement or any other of the Loan Documents, to be performed or observed
by the Borrower or if any amounts payable by the Borrower pursuant to the Notes
or the Loan Agreement are not paid promptly when due or any Event of Default
occurs, the Guarantors shall promptly use their best efforts to perform or
observe or cause to be performed or observed each such obligation, undertaking
or condition and forthwith shall pay such amount at the place and to the person
entitled thereto pursuant to the Notes or the Loan Agreement, regardless of any
set-off or counterclaim which the Borrower may have or assert, and regardless of
whether or not the Agent Bank or anyone on behalf of the Agent Bank shall have
instituted any suit, action or proceeding or exhausted their remedies or taken
any steps to enforce any rights against the Borrower or any other person to
compel such performance or to collect all or any part of such amount pursuant to
the provisions of the Notes, the Loan Agreement or any other of the Loan
Documents, or at law or in equity, or otherwise, and regardless of any other
condition or contingency.


                                       2
<PAGE>
           3.02 The liability of each Guarantor is and shall be for the payment
in full of the entire amount of the Guarantied Obligations, and such liability
is and shall be joint and several with that of (i) the Borrower, (ii) the other
Guarantors, (iii) any co-maker or accommodation party, or (iv) any other
guarantor, subject to the Maximum Liability Amount. This Agreement shall not,
however, be construed to require the Guarantors to make any payment which is
duplicative of a payment already made by any Guarantor or by the Borrower, any
co-maker, accommodation party, or any other guarantor.

                                   SECTION 4

                             Waivers and Agreements
                             ----------------------

                     The Guarantors hereby unconditionally:

           4.01 Waive any requirement that the Agent Bank first seek to enforce
remedies against the Borrower or any other person or entity before seeking to
enforce this Agreement against the Guarantors.

           4.02 Waive any requirement that the Agent Bank first make demand
upon, or seek to enforce remedies against, any other Guarantors, or against any
other guarantor of any of the Guarantied Obligations in any particular order,
before demanding payment from, or seeking to enforce this Agreement against, a
particular Guarantor. Each Guarantor acknowledges that the Agent Bank, in the
Agent Bank's sole discretion, may enforce remedies against any one Guarantor
pursuant to this Agreement and not enforce similar remedies against any other
Guarantors with respect to the Guarantied Obligations or vice versa. The
Guarantors further acknowledge that the enforcement of remedies against the
Guarantors in lieu of enforcing remedies against any other guarantor, or vice
versa, shall not affect the validity or enforceability of the Agent Bank's
rights and/or remedies under this Agreement or any other guaranty agreement
guarantying any of the Guarantied Obligations.

           4.03 Waive any requirement that the Agent Bank first seek to enforce
remedies against any property in which the Agent Bank may have any interest
securing any (a) indebtedness which the Guarantors have guaranteed under this
Agreement, or (b) guaranty obligations of any other guarantor, or enforcing any
such rights in any particular order, before demanding payment from, or seeking
to enforce this Agreement against, the Guarantors.

           4.04 Covenant that the Guarantors' obligation under this Agreement
will not be discharged except by complete payment and performance of all of the
Guarantied Obligations, including, without limitation, all obligations of the
Borrower under the Notes, and all other obligations of the Borrower under the
Loan Agreement and the other Loan Documents, or by payment in full by the
Guarantors of the Maximum Liability Amount in accordance with the terms of this
Agreement.


                                       3
<PAGE>
           4.05 Agree that this Agreement shall remain in full force and effect
without regard to, and shall not be affected or impaired by any invalidity,
irregularity or unenforceability in whole or in part of the Notes, the Loan
Agreement, any other of the Loan Documents, or any limitation of the liability
of the Borrower thereunder, or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever.

           4.06 Waive any obligation that the Agent Bank might otherwise have to
marshal assets or to proceed against any particular persons or assets in any
particular order.

           4.07 Waive any defenses the Guarantors may have arising out of or in
any way related to any or all of the following:

           (a) Any failure on the part of the Agent Bank to perfect the Agent
Bank's security interest in or lien against, or any lack of diligence in
connection with or failure to foreclose or realize upon, any property, whether
real or personal, tangible or intangible, now or hereafter granted to the Agent
Bank as collateral security for any of (1) the Borrower's liabilities or
obligations, or (2) the Guarantors' liabilities or obligations hereunder.

           (b) The voluntary or involuntary discharge or release of any of the
Guarantied Obligations, or of any co-maker, accommodation party, surety or any
other person or entity, including but not limited to, any other guarantor,
whether voluntarily or by reason of bankruptcy, insolvency, or other laws
affecting the rights of creditors generally or otherwise.

           (c) The receipt by the Agent Bank of any provisional, invalid or
refundable payment if such payment is thereafter revoked or if such payment is
returned by the Agent Bank to or for the benefits of the Borrower or any other
guarantor or the creditors of either.

           (d) Any right of set-off or counterclaim against the Agent Bank which
would otherwise impair the Agent Bank's rights against the Guarantors or any
other guarantor (including, without limitation, any other guarantor).

           (e) Any change in the composition, ownership or business of the
Borrower or any other guarantor.

                                   SECTION 5

                            Obligations Not Impaired
                            ------------------------

           The obligations of the Guarantors are intended to be in addition to
and independent of those of the Borrower under the Guarantied Obligations. In
addition, each Guarantor acknowledges that the Guarantors' obligations under
this Agreement are independent of and in addition to the obligations of any


                                       4
<PAGE>
other guarantor(s) under any other guaranty agreement(s) related to all or any
part of the Guarantied Obligations. To that end, the obligations, undertakings
and conditions to be performed or observed by the Guarantors under this
Agreement shall not be affected or impaired by reason of the happening from time
to time and one or more times of any of the following with respect to the Notes,
the Loan Agreement, or any assignment of the rights of the Agent Bank under this
Agreement whether or not with notice to, or further consent of, the Guarantors:

           5.01 Waiver by the Agent Bank or any other person(s) of the
observance or performance by (a) the Borrower of any obligation, undertaking or
condition contained in the Notes, the Loan Agreement or any other of the Loan
Documents, or (b) any other guarantor of any liability or obligation contained
in its guaranty agreement (except for the particular observance or performance
so waived).

           5.02 Extension of the time for payment by the Borrower or any
guarantor of any amount owing or payable under the Notes, the Loan Agreement, or
any other guaranty agreement or of the time for payment or performance by the
Borrower, any other guarantor(s) or any other person of any other obligation
under or arising out of the Guarantied Obligations, or otherwise under or with
respect to the Notes, the Loan Agreement, any other of the Loan Documents, or
any other guaranty agreement related to all or any part of the Guarantied
Obligations or the extension or the renewal of any thereof (except for the
particular extension or renewal so granted).

           5.03 Modification or amendment (whether material or otherwise) of any
term, obligation, undertaking or condition to be performed by the Borrower or
any other guarantor(s) under the Guarantied Obligations, or otherwise under or
with respect to the Notes, the Loan Agreement, any other of the Loan Documents,
or any other guaranty agreement.

           5.04 Taking or omitting to take any action referred to in the Notes,
the Loan Agreement, any other of the Loan Documents, or any other guaranty
agreement.

           5.05 Any failure, omission, delay or lack on the part of the Agent
Bank or any other person, to enforce, assert or exercise any right, power or
remedy conferred on the Agent Bank or any other person in the Notes, the Loan
Agreement, any other of the Loan Documents, or any other guaranty agreement, or
any action on the part of the Agent Bank or any other person granting indulgence
or extension in any form, or suspending any such right, power or remedy as to
any person or entity.

           5.06 Voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all of the assets, marshalling of assets and
liability, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar proceeding affecting the Borrower or any other guarantor(s), or the
assets of the Borrower or any other guarantor(s), or the disaffirmance,
rejection or postponement in any such proceeding of any other obligations or
undertakings of the Borrower or any other guarantor(s) set forth in the Notes,
the Loan Agreement, any of the Loan Documents or any other guaranty agreement.


                                       5
<PAGE>
           5.07 Release or discharge of the Borrower or any other guarantor(s)
from the performance or observance of any obligation, undertaking or condition
to be performed by the Borrower or any other guarantor(s) under the Notes, the
Loan Agreement, any other of the Loan Documents or any other guaranty agreement
by operation of law or otherwise.

           5.08 Release, substitution, exchange, dissipation, surrender or
replacement of any collateral security for any liability or obligation of the
Borrower or any other guarantor(s), with respect to all or any part of the
Guarantied Obligations or otherwise, under or with respect to the Loan Documents
or any other guaranty agreement, whether or not permitted in any of the Loan
Documents.

           5.09 Receipt and acceptance by the Agent Bank or any other person or
entity of notes, checks or other instruments for the payment of money made by
the Borrower or other person or entity, and extension or renewals of such
instrument (except to the extent that such instruments are paid or converted
into cash).

           5.10 Any failure of title with respect to the interest of the
Borrower or Agent Bank in the collateral security for any liability or
obligation of the Borrower or any other guarantor(s) or any equipment or
components thereof.

           5.11 The dissolution, merger or consolidation of the Borrower or any
other guarantor(s) or the sale, divestiture or other disposition of any or all
of the interest of the Borrower or any other guarantor(s) in any collateral.

           5.12 Any action or inaction (including, without limitation, the
election of the Agent Bank to proceed with a judicial or nonjudicial foreclosure
against any real or personal property security it holds) by the Agent Bank or
any other persons which results in any impairment or destruction of (a) any
subrogation or rights of the Guarantors, (b) any rights of the Guarantors to
proceed against the Borrower, and other guarantor(s) or any other person for
reimbursement, or (c) any rights of Agent Bank with respect to any collateral
security for any liability or obligation of the Borrower with respect to all or
any part of the Guarantied Obligations, or otherwise under or with respect to
the Loan Documents, or for any obligation under any other guaranty agreement.

           5.13 Any action taken by the Agent Bank or any other person or entity
against the Borrower or any or all of the Guarantors which would afford the
Borrower or any guarantor a defense based on any anti-deficiency protection
under the laws of any jurisdiction.

           5.14 Change, exchange, waiver, release or subordination, in whole or
in part, of any security interest, mortgage, pledge or other lien now or
hereafter held by the Agent Bank as collateral security for any of the
Guarantied Obligations, or any other liability or obligation of the Borrower
under the Loan Documents, or for any obligations under any other guaranty
agreement and the justifiable or unjustifiable impairment of any such collateral
security, or suspension of the right to enforce against any such collateral
security.


                                       6
<PAGE>
           5.15 Grant of indulgences, forbearances or compromises with respect
to, and any settlement made with, Borrower, or any co-maker, accommodation
party, surety, any other guarantor(s) or any other person or entity, or with
respect to any of the Guarantied Obligations or the obligations under any other
guaranty agreement.

           5.16 Extension of loans, credit, advances, discounts and other
financial accommodations to the Borrower by the Agent Bank or Banks in addition
to, or in excess of, the amount of the Guarantied Obligations.

           5.17 Acceptance by the Agent Bank or Banks of any late, partial or
interest-only payment with respect to the Guarantied Obligations.

           5.18 Lack of diligence by the Agent Bank in collecting, or attempting
to collect, the Guarantied Obligations, the obligations under any other guaranty
agreement or any other obligations or liabilities or in otherwise dealing with
the Borrower, the Guarantied Obligations or any co-maker, accommodation party,
surety, or any other guarantor(s), or any other person or entity.

           5.19 The calling for and accepting, at any time the Agent Bank deems
necessary or appropriate, as additional security, the signature or signatures of
additional parties, or a security interest in property of any kind or
description, or both.

           5.20 Any other cause, whether similar or dissimilar to the foregoing.
It is the intention of each of the Guarantors that this Agreement constitute an
absolute and unconditional guaranty in any and all circumstances, and this
Agreement shall be discharged only by the payment in full of all sums guarantied
and by the performance in full of all of the obligations guarantied.

                                   SECTION 6

                                Waiver of Notice

           6.01 Each of the Guarantors waives notice of acceptance of this
Agreement by the Agent Bank, notice of execution and delivery of the Notes, the
Loan Agreement, any other of the Loan Documents, and any other guaranty
agreement, or any instrument referred to in such documents. Each of the
Guarantors further waives, to the fullest extent permitted by applicable law,
each and every notice to which the Guarantors would otherwise be entitled under
principles of guaranty or suretyship law. Without limiting the generality of the
foregoing, each of the Guarantors hereby expressly waives all notices and
defenses whatsoever with respect to this Agreement or with respect to the
Guarantied Obligations, including, but not limited to, notice of the Agent
Bank's acceptance of the Agreement or its intention to act, or its action, in


                                       7
<PAGE>
reliance upon this Agreement; notice of the present existence or future
incurring by the Borrower of any Guarantied Obligations or any other obligations
or liability or any terms or amount thereof or any change therein; notice of any
default or nonpayment (whether to the Guarantied Obligations or of any other
obligation or liability) by the Borrower or any accommodation party, co-maker,
surety, pledgor, mortgagor, grantor of security, any other guarantor(s) or any
other person or entity; notice of the obtaining or release of any guaranty or
surety agreement (in addition to this Agreement), pledge, mortgage, security
interest, assignment, or other security for any of the Guarantied Obligations;
notice of dishonor; notice of nonpayment; notice of acceleration of the
Guarantied Obligations; notice of the making of a demand for payment of the
liability or obligations of the Borrower; presentment and notice of presentment;
protest and notice of protest; demand and notice of demand and nonpayment and
notice of nonpayment. Each of the Guarantors recognizes and hereby guarantees
the Notes which may vary in the amount of aggregate principal outstanding, and
waives notice of all disbursements made to the Borrower pursuant to the Loan
Agreement. In any event, the Guarantors' obligations under this Agreement shall
not exceed the limitations provided in Section 2 of this Agreement.

                                    SECTION 7

                                   Subrogation

           7.01 The Guarantors jointly agree not to exercise any right which may
have been acquired by way of subrogation under this Agreement, by any payment
made hereunder or otherwise, unless and until all of the Guarantied Obligations,
including, but not limited to, all obligations, undertaking or conditions to be
performed or observed by the Borrower pursuant to the Notes, the Loan Agreement
and any other of the Loan Documents, shall have been performed, observed or paid
in full. If any payment shall be made to the Guarantors on account of such
subrogation rights at any time when such obligations, undertakings or conditions
have not been performed, observed or paid in full, the Guarantors shall pay each
and every such amount to the Banks if any amount is outstanding under the Notes,
the Loan Agreement, or any other of the Loan Documents, to be credited and
applied upon any of the obligations, undertakings or conditions to be performed,
observed or paid pursuant to the Notes, the Loan Agreement and any other of the
Loan Documents.

                                   SECTION 8

                              Rescission of Payment

           8.01 Notwithstanding Section 9 below, this Agreement shall continue
to be effective, or be reinstated as the case may be, as though such payment had
not been made, if any payment by the Borrower pursuant to the terms and
conditions of the Notes, the Loan Agreement, this Agreement or any other of the
Loan Documents is rescinded or must otherwise be restored or returned by the
Agent Bank for any reason, including, without limitation (a) the invalidity or
unenforceability of the obligation paid, for any reason; (b) failure or
insufficiency of consideration for the obligation paid, or (c) the insolvency,
bankruptcy or reorganization of the Borrower or any of any other guarantor(s).


                                       8
<PAGE>
                                   SECTION 9

                                   Termination

           9.01 This Guaranty Agreement shall remain in full force and effect
until, and shall terminate on the earlier of (a) the day following the date of
(1) payment in full upon maturity of all sums payable by the Borrower under the
Notes and the Loan Agreement, and (2) performance in full of all other
obligations of the Borrower in accordance with the provisions of, the Notes, the
Loan Agreement, this Agreement, all of the other Loan Documents, and any
extension and renewals thereof; or (b) February 28, 2008.

                                   SECTION 10

                        Security for Guaranty Obligations

           10.01 Each of the Guarantors has entered into the Security Agreement,
in which it has agreed to grant the Agent Bank a first lien on all of its
assets, to secure its obligations to the Agent Bank and the Banks under this
Agreement. Additionally, National Tobacco Company, L.P., has entered into the
Mortgage in favor of the Agent Bank to additionally secure its obligations
hereunder.

                                   SECTION 11

                                 Acknowledgement

           11.01 Each of the Guarantors acknowledges that (a) pursuant to the
provisions of the Loan Agreement, the Revolving Credit Facility shall be
effective as of the Closing Date, and unless the Revolving Credit Facility are
sooner terminated (or extended in the Banks' sole discretion) as provided in the
Loan Agreement, shall continue in effect until February 28, 2007 and (b) the
Banks are under no duty to extend the period of the Revolving Credit beyond
February 28, 2007.

                                   SECTION 12

                                  Miscellaneous

           12.01 This Agreement shall be binding upon each of the Guarantors and
their respective successors and assigns, and shall inure to the benefit of, and
be enforceable by, the Agent Bank and the Agent Bank's successors, transferees
and assigns, including each and every holder of any indebtedness, obligation or
liability of the Borrower constituting all or a portion of the Guarantied
Obligations.


                                       9
<PAGE>
           12.02 The Agent Bank may enforce this Agreement with respect to one
or more breaches either separately or cumulatively.

           12.03 This Agreement may not be modified or amended without the prior
written consent of the Agent Bank and each of the Guarantors, and any attempted
modification or amendment without such consent shall be void.

           12.04 This Agreement shall in all respects be governed by, and
construed and enforced in accordance with, the laws (including, without
limitation, the conflicts of laws rules) of the State of New York.

           12.05 If any part, term or provision of this Agreement is
unenforceable or prohibited by any law applicable to this Agreement the rights
and obligations of the parties shall be construed and enforced with that part,
term or provision limited so as to make it enforceable to the greatest extent
allowed by law, or if it is totally unenforceable, as if this did not contain
that particular part, term or provision. A determination in one jurisdiction
that any part, term or provision of this Agreement is unenforceable or
prohibited by law does not affect the validity of such part, term or provision
in any other jurisdiction.

           12.06 The headings in this Agreement have been included for ease of
reference only, and shall not be considered in the construction or
interpretation of this Agreement.

           12.07 This Agreement may be signed by each party hereto upon a
separate copy, and in such case one counterpart of this Agreement shall consist
of enough of such copies to reflect the signature of each party.

           12.08 This Agreement may be executed by each party in multiple
counterparts, each of which shall be deemed an original. It shall not be
necessary in making proof of this Agreement or its terms to account for more
than one such counterpart.

           12.09 In the event that any of the Guarantied Obligations arise out
of or are evidenced by more than one obligation or liability of the Borrower to
the Agent Bank or the Banks, this Agreement may be enforced as to each separate
liability or obligation constituting one of the Guarantied Obligations, either
separately or cumulatively.

           12.10 The use of any gender in this Agreement shall be deemed to
include each other gender to the extent the context requires.

           12.11 A. Any requirement of the Uniform Commercial Code or other
applicable law of reasonable notice shall be met if such notice is given at
least ten (10) business days before the time of sale, disposition or other event
or thing giving rise to the requirement of notice.


                                       10
<PAGE>
           B. Except as otherwise provided in subsection (A) above, all notice
or communications under this Agreement shall be in writing and shall be (i)
mailed by registered or certified mail, return receipt requested, (ii) hand
delivered, or (iii) delivered by overnight carrier, to the parties at the
addresses set forth below their names on the signature page(s) to this
Agreement, and any notice so addressed and mailed or delivered to and/or
deposited with such carrier, freight prepaid, shall be deemed to have been given
when so mailed if mailed; or delivered if hand-delivered; or delivered to such
overnight courier if delivered by overnight courier.

           C. The parties hereto may at any time, and from time to time, change
the address(es) to which notice shall be mailed, transmitted or otherwise
delivered by written notice setting forth the changed address(es).

                            [SIGNATURE PAGES FOLLOW]




                                       11
<PAGE>
           IN WITNESS WHEREOF, the parties have executed this Guaranty Agreement
as of the date set out on the preamble hereto.

                      GUARANTOR:    NATIONAL TOBACCO COMPANY, L.P.
                                    By NATIONAL TOBACCO FINANCE CORPORATION as
                                       its general partner

                                    By  /s/ David I. Brunson
                                       -----------------------------------------

                                    Address:
                                    c/o North Atlantic Trading Company, Inc.
                                    257 Park Avenue South - 7th Floor
                                    New York, New York 10010-7304
                                    Attn: David I. Brunson
                                    Fax: (212) 253-8296

                      GUARANTOR:    NORTH ATLANTIC OPERATING COMPANY, INC.


                                    By  /s/ David I. Brunson
                                       -----------------------------------------

                                    Address:
                                    c/o North Atlantic Trading Company, Inc.
                                    257 Park Avenue South - 7th Floor
                                    New York, New York 10010-7304
                                    Attn: David I. Brunson
                                    Fax: (212) 253-8296

                      GUARANTOR:    NATIONAL TOBACCO FINANCE CORPORATION


                                    By   /s/ David I. Brunson
                                        ----------------------------------------

                                    Address:
                                    c/o North Atlantic Trading Company, Inc.
                                    257 Park Avenue South - 7th Floor
                                    New York, New York 10010-7304
                                    Attn: David I. Brunson
                                    Fax: (212) 253-8296


                                       12
<PAGE>
                      GUARANTOR:    NORTH ATLANTIC CIGARETTE COMPANY, INC.


                                    By   /s/ David I. Brunson
                                        ----------------------------------------

                                     Address:
                                     c/o North Atlantic Trading Company, Inc.
                                     257 Park Avenue South - 7th Floor
                                     New York, New York 10010-7304
                                     Attn: David I. Brunson

                      GUARANTOR:     STOKER, INC.

                                     By  /s/ David I. Brunson
                                        ----------------------------------------

                                     Address:
                                     c/o North Atlantic Trading Company, Inc.
                                     257 Park Avenue South - 7th Floor
                                     New York, New York 10010-7304
                                     Attn: David I. Brunson

                      GUARANTOR:     RBJ SALES, INC.

                                     By  /s/ David I. Brunson
                                        ----------------------------------------

                                     Address:
                                     c/o North Atlantic Trading Company, Inc.
                                     257 Park Avenue South - 7th Floor
                                     New York, New York 10010-7304
                                     Attn: David I. Brunson

                      GUARANTOR:     FRED STOKER & SONS, INC.

                                     By  /s/ David I. Brunson
                                        ----------------------------------------

                                     Address:
                                     c/o North Atlantic Trading Company, Inc.
                                     257 Park Avenue South - 7th Floor
                                     New York, New York 10010-7304
                                     Attn: David I. Brunson


                                       13
<PAGE>
                      AGENT BANK:    BANK ONE, NA
                                     as Agent Bank, on behalf of itself and the
                                     other Banks

                                     By   /s/ H. Joseph Brenner
                                        ----------------------------------------
                                     Title:  First Vice President
                                            ------------------------------------

                                    Address: BANK ONE, NA
                                    416 West Jefferson Street
                                    Louisville, KY 40202
                                    Attn: Mr. Joseph Brenner
                                    Fax: (502) 566-8339




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