GUARANTY




         For valuable  consideration,  the receipt and  sufficiency of which are
hereby  acknowledged,  and to induce  ABN AMRO  Bank,  N.V.  through  any of its
offices,  subsidiaries  or affiliates  (hereinafter  called the "Bank") to make,
grant,  renew,  extend  or  continue  to  grant  allocations,  loans,  advances,
overdraft  facilities,  letters of credit or other banking or credit  facilities
("Credit  Arrangements")  from time to time as provided in the Credit  Agreement
dated as of December 20, 2002 among the Bank, The Pittston Company,  BAX Global,
Inc. ("BAX") and Brink's Incorporated  (Brink's) (the "Credit Agreement") to BAX
and its Covered Subsidiaries (as defined in the Credit Agreement) and to Brink's
and its  Covered  Subsidiaries  (as  defined  in the Credit  Agreement)  (each a
"Borrower")  and in  recognition  of such Credit  Arrangements  entered  into or
hereafter to be entered into  between any Borrower and the Bank,  provided  such
Credit Arrangements are pursuant to or contemplated by the Credit Agreement, BAX
Global Inc.,  a  corporation  organized  under the laws of the State of Delaware
(the "Guarantor"),  hereby,  for itself, its successors and assigns,  absolutely
and  unconditionally  guarantees to the Bank that all  obligations now or at any
time hereafter  owing by its Covered  Subsidiaries to the Bank in respect of all
such  Credit  Arrangements  will be promptly  paid in full when due,  whether at
maturity or by acceleration, in accordance with their respective terms, together
with any and all expenses and costs (including reasonable attorneys' fees) which
may be paid or incurred by or on behalf of the Bank in  collecting  or enforcing
such  indebtedness or enforcing any rights hereunder or for the preservation and
protection  of or in  realizing  upon any  security  therefor  (the  "Guaranteed
Obligations"). All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Credit Agreement. Promptly upon notice by
the Bank to the Guarantor that a Guaranteed  Obligation due to the Bank from any
of BAX's Covered Subsidiaries has not been paid and without the necessity of any
demand whatsoever upon any such Borrower,  the Guarantor will pay such amount to
the Bank at the Bank's office listed above or at any other address  specified in
writing or by telefax by the Bank, without the necessity of any suit, proceeding
or formality of any kind whatsoever on the Bank's part against the Borrower, the
Guarantor  or any other  person  or  against  any  security  for the  Guaranteed
Obligations of any such Borrower, the Guarantor or any other person to the Bank.
The Guarantor  agrees to accept as prima facie evidence of the amount payable by
the  Guarantor  the  balance  appearing  due to the Bank from any BAX's  Covered
Subsidiaries   according  to  the  Bank's  books  and  records  except  in  such
jurisdictions where further proofs are required as a matter of law.

         No payments by the Guarantor hereunder shall entitle the Guarantor,  by
subrogation  to the  rights  of the Bank or  otherwise,  to any  payment  by any
Borrower  or out of the assets or revenues of any such  Borrower,  except  after
full payment of all  Guaranteed  Obligations  which may be or become  payable by
such Borrower to the Bank.

         Any payment made  hereunder or received by the Bank with respect to the
Guaranteed Obligations of any Borrower may be applied by the Bank to the payment
or reduction, in whole or in part, to the extent same may suffice, in such order
as the  Bank  may  elect  at  its  sole  option
<PAGE>

and  discretion,  of any of the
Guaranteed  Obligations  of such Borrower to the Bank,  whether or not then due,
whether  absolute  or  contingent,  and (in the case of payments  received  from
persons  other  than  the  Guarantor),  whether  or not  guaranteed  hereby.  No
amendment  or  waiver of any  provision  of this  Guaranty  nor  consent  to any
departure by the Guarantor  therefrom shall in any event be effective unless the
same shall be in writing and signed by the Bank, and then such waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given.

         If any payment is recovered from, or repaid by, the Bank in whole or in
part in any  bankruptcy,  insolvency  or  similar  proceeding  instituted  by or
against any Borrower or the Guarantor, this Guarantee shall continue to be fully
applicable  to such  Guaranteed  Obligation  to the same  extent as  though  the
payment so recovered or repaid had never been originally made on such Guaranteed
Obligation.

         The Guarantor  consents  that without  notice to it the maturity of any
Guaranteed  Obligation  of any  Borrower may be extended or renewed or the terms
thereof waived, increased, or varied, or any security therefor including but not
limited to guarantees, sureties or collateral of whatever nature and description
whether  of  any  Borrower  or the  Guarantor,  may be  released,  exchanged  or
otherwise dealt with, all as the Bank may determine. The granting of credit from
time to time by the Bank to any Borrower  pursuant to, and as  contemplated  by,
the Credit Agreement and the incurrence of Guaranteed Obligations to the Bank by
any Borrower without notice to the Guarantor are hereby  authorized and shall in
no way affect or impair this  Guaranty.  The Guarantor  agrees that, at any time
and from time to time,  in  accordance  with and as  contemplated  by the Credit
Agreement,  the Bank, at its  discretion,  may increase  credit  extended to any
Borrower  or may make new  loans to any  Borrower,  regardless  of  whether  the
original Guaranteed Obligation hereunder has been paid, and the Guarantor agrees
that this Guaranty shall remain in full force as to any such future increases or
new Guaranteed Obligations, even though the Guaranteed Obligations of any or all
Borrowers to the Bank may, from time to time, be reduced to zero.  This Guaranty
shall not be affected by any law  (including,  without  limitation,  statutes of
limitation),  regulation or order of any  governmental or  administrative  body,
purporting to amend or affect any  Guaranteed  Obligation of the Borrower or the
terms of payment  thereof,  including  any  "Country  Risk  Event" or "New Money
Event," and shall be absolute and  unconditional  irrespective  of the actual or
alleged  invalidity of any such  Guaranteed  Obligation and of any  circumstance
which might otherwise  constitute a discharge of a surety or guarantor including
but  not  limited  to  extension,  modification  or  renewal  and  shall  not be
discharged  except by payment.  "Country Risk Event" shall mean (a) the adoption
of any law,  rule or  regulation  or the  action  or  failure  of  action by any
authority (de facto or de jure) in any Borrower's  country which (i) changes the
Guaranteed  Obligations of such Borrower to the Bank, (ii) changes the ownership
or control by any  Borrower  of its  business  or assets,  or (iii)  prevents or
restricts the  conversion  into or transfer of the agreed  currency;  or (b) the
occurrence of any force  majeure or similar event which,  directly or indirectly
prevents or restricts the payment or transfer in the agreed  currency of amounts
owing into an account  designated by the Bank or the free  availability  of such
payments to the Bank.  "New Money  Credit  Event" shall mean the adoption of any
law, rule or regulation or the action or  requirement of any authority (de facto
or de jure) in any Borrower's  country  pursuant to which the Bank must increase
its credit extension to such Borrower.
<PAGE>

         The Guarantor  hereby  waives  notice of  acceptance of this  Guaranty,
notice of the  granting  of any credit,  and  diligence,  presentment,  protest,
notice of protest or dishonor of any evidences of indebtedness hereby guaranteed
and notice of any other nature whatsoever.

         This is a  guaranty  of  payment  and not of  collection  and  shall be
governed by and construed in  accordance  with the laws of the State of New York
(without regard to principles of conflicts of law).

         The Guarantor agrees that all payments to be made by it hereunder shall
be made at the places and in the  currencies  as agreed by the  Borrower  at the
time credit was extended (or, in case payment in any such currency is prohibited
by applicable law or regulation, then in U.S. dollars, the amount of which shall
be  calculated  at the  Bank's  spot  buying  rate  (in U.S.  dollars)  for such
currency).

         No delay by the Bank in exercising any power or right  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
power or right  hereunder  preclude  other or  further  exercise  thereof or the
exercise  of any  other  power  or  right,  nor  shall  the Bank be  liable  for
exercising or failing to exercise any such power or right,  nor shall any action
by the Bank omitted hereunder in any way impair or affect this Guaranty.

         All  notices and other  communications  under this  Guarantee  shall be
deemed to have been  given  when  deposited  in the mail,  first  class  postage
prepaid,   or  transmitted   by  telefax  with  a  confirmation   of  successful
transmission  addressed  to the party to which such  notice is  directed  at its
address set forth in the Credit Agreement.

         This  Guaranty  may be  executed  by one or more of the parties to this
Guaranty  in any  number  of  separate  counterparts,  each  of  which,  when so
executed,  shall be  deemed  an  original,  and all of said  counterparts  taken
together shall be deemed to constitute but one and the same instrument.

         ANY LEGAL ACTION OR  PROCEEDING  WITH  RESPECT TO THIS  GUARANTY MAY BE
BROUGHT  IN THE  COURTS OF THE STATE OF NEW YORK OF THE  UNITED  STATES  FOR THE
SOUTHERN  DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY,
THE GUARANTOR  CONSENTS,  FOR ITSELF AND IN RESPECT OF ITS  PROPERTY,  TO THE IN
PERSONAM  JURISDICTION  OF THOSE COURTS.  THE GUARANTOR  IRREVOCABLY  WAIVES ANY
OBJECTION,  INCLUDING  ANY  OBJECTION  TO THE  LAYING  OF  VENUE OR BASED ON THE
GROUNDS  OF FORUM  NON  CONVENIENS,  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
BRINGING OF ANY ACTION OR  PROCEEDING  IN SUCH  JURISDICTION  IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE GUARANTOR WAIVES PERSONAL SERVICE
OF ANY SUMMONS,  COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY AN OTHER MEANS
PERMITTED BY NEW YORK LAW OR BY REGISTERED OR CERTIFIED  MAIL TO ITS ADDRESS FOR
NOTICES PURSUANT TO THE CREDIT AGREEMENT.
<PAGE>

         EACH OF THE GUARANTOR AND THE BANK WAIVES ITS RIGHTS TO A TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING OUT OF OR RELATED TO THIS
GUARANTY, OR THE TRANSACTIONS  CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR
OTHER  LITIGATION  OF ANY TYPE  BROUGHT BY ANY OF THE PARTIES  AGAINST ANY OTHER
PARTY OR PARTIES,  WHETHER WITH  RESPECT TO CONTRACT  CLAIMS,  TORT  CLAIMS,  OR
OTHERWISE.  EACH OF THE  GUARANTOR  AND THE BANK  AGREES  THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING,  THE GUARANTOR  FURTHER  AGREES THAT ITS  RESPECTIVE  RIGHTS TO A
TRIAL BY JURY ARE  WAIVED  BY  OPERATION  OF THIS  PARAGRAPH  AS TO ANY  ACTION,
COUNTERCLAIM OR OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE  VALIDITY OR  ENFORCEABILITY  OF THIS  GUARANTY OR ANY  PROVISION  HEREOF OR
THEREOF.  THIS  WAIVER  SHALL  APPLY  TO ANY  SUBSEQUENT  AMENDMENTS,  RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HEREOF.








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<PAGE>


         IN WITNESS WHEREOF,  we have executed this Guaranty and caused our seal
to be affixed hereto as of this 26th day of December, 2002.


                               BAX GLOBAL INC.


                               By:      /s/ James B. Hartough
                                        ------------------------------------
                               Title:   Treasurer and Assistant Secretary



Accepted and Agreed:
ABN AMRO BANK, N.V.


By:      /s/ Helen Clarke-Hepp
         -----------------------------------
Name:    Helen Clarke-Hepp
Title:   Vice President



By:      /s/ James S. Kreitler
         -----------------------------------
Name:    James S. Kreitler
Title:   Senior Vice President



Source: OneCLE Business Contracts.