EXHIBIT 10.38

                                    GUARANTEE

     IN ORDER TO induce Top Source  Automotive,  Inc. (the "Holder") to accept a
promissory  note,  (the  "Note")  dated  November  29,  2000  in the  amount  of
$1,000,000 from Global Technovations,  Inc. (the "Company"),  George Jeff Mennen
Co-Trustee U/A dated 11/25/70 with George S. Mennen F/B/O John Henry Mennen (the
"Guarantor")  agrees to,  without  deduction  by reason of  set-off,  defense or
counterclaim, unconditionally guarantee the payment of the Note, a copy of which
is  annexed  hereto  as  Exhibit  A and  any and  all  renewals,  continuations,
modifications, supplements and amendments thereof.

     In addition, the Guarantor unconditionally guarantees to pay the reasonable
attorneys'  fees of the Holder incurred in connection with the Note in the event
that an action is filed against the Guarantor and relief is awarded the Holder.

     The Guarantor hereby waives notice of acceptance hereof and all notices and
demands of any kind to which he may be entitled,  including  without  limitation
all demands of payment on, and notice of  non-payment,  protest and  dishonor to
him or the Company.  The Guarantor  further waives notice of and hereby consents
to any agreement or arrangement  with Holder or anyone else,  including  without
limitation,  agreements and arrangements for payment extensions,  subordination,
composition,  arrangement, discharge or release of the whole or any part of said
obligations or offset indebtedness, contracts or agreements or other guarantors,
or the change or surrender of any or all security, or for compromise, whether by
way of acceptance or part payment or returns of  subrogation,  reimbursement  or
indemnity  whatsoever.  Nothing  shall  discharge  or  satisfy  the  Guarantor's
liability  hereunder  except  for  full  performance  and  payment  of the  said
obligations and indebtedness with interest.

     The Guarantor agrees that, if the Company should at any time make a general
assignment,  or if a petition in bankruptcy or any insolvency or  reorganization
proceedings shall be filed or commenced by, against or in respect of the Company
any and all of the obligations  hereunder shall, at Holder's  option,  forthwith
become due and payable without notice.

     This instrument is a continuing guarantee, which shall remain in full force
and effect and shall not be terminable so long as the aforementioned Note or any
renewals, continuations, modifications, supplements and amendments thereof shall
remain in force and effect.


     To the extent the Holder receives payment on account of the Note guaranteed
hereby,  which payment is  thereafter  set aside or required to be repaid by the
Holder in whole or in part,  then, to the extent of any sum not finally retained
by the Holder,  regardless  of whether such sum is recovered  from the Holder by
the  Company,  any  trustees  or any other  party  acting  for, on behalf of, or
through the Company or its  representatives,  the obligation of the Guarantor to
the Holder created by this Guarantee, as amended, modified or supplemented shall
remain in full force and effect (or be  reinstated)  until payment has been made
to the Holder therefor to the extent required hereunder.  Guarantor hereby waive
any and all rights to a trial by jury in any action or proceeding based hereon.


     This  instrument  cannot  be  changed  or  terminated   orally,   shall  be
interpreted according to the laws of the State of Florida, shall be binding upon
successors  of the  Guarantor,  his heirs and  assigns,  and shall  inure to the
benefit of the Holder's successor and assigns.


     IN WITNESS WHEREOF,  I have set my hand and seal this ____ day of November,
2000.



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By: George Jeff Mennen