EXHIBIT 4.38



                                    GUARANTEE


              This Guarantee and Indemnity made as of June 3, 2004.

TO:    FCC, LCC, d/b/a First Capital, a Florida limited liability company
       (the "Lender")

For valuable  consideration,  receipt  whereof is hereby  acknowledged,  ANTHONY
CLARK INTERNATIONAL INSURANCE BROKERS LTD., a corporation incorporated under the
laws of the Province of Alberta (the "Guarantor") hereby irrevocably, absolutely
and unconditionally:

(i)  guarantees payment to the Lender of the Obligations (as defined in the Loan
     Agreement, as that term is defined below) of ADDISON YORK INSURANCE BROKERS
     LTD.,  a Delaware  corporation  (the  "Borrower")  and its  successors  and
     assigns (the "Guaranteed Obligations"); and

(ii) indemnifies  and saves  harmless  the Lender  from and  against any and all
     losses, damages, costs, expenses or liabilities suffered or incurred by the
     Lender resulting or arising from or relating to any failure of the Borrower
     to pay in full or fully perform the Guaranteed Obligations as and when due,
     provided  that the  amount of such  indemnification  shall not  exceed  the
     amount  of such  Guaranteed  Obligations  together  with any and all  other
     amounts due and owing hereunder from time to time.

And the Guarantor agrees with the Lender as follows:

1.   Definitions:  "Guarantee"  means  this  guarantee  and  indemnity.  For the
     purposes of the foregoing and this Guarantee,  "Loan  Agreement" shall mean
     the Loan and  Security  Agreement  dated as of June ____,  2004 between the
     Borrower  and the  Lender,  as such  agreement  is  amended,  restated  and
     replaced  from  time to time.  All  capitalized  terms,  including  without
     limitation  the term  "Obligations"  as first used in paragraph  (i) above,
     which are not otherwise defined herein, shall have the meanings assigned to
     them under the Loan Agreement.

2.   Evidence of Accounts:  Any account settled or stated between the Lender and
     the Borrower  shall be accepted by the  Guarantor  as prima facie  evidence
     that the amount  thereby  appearing due by the Borrower to the Lender is so
     due.

3.   Waiver of Defenses:  The  liability of the Guarantor  under this  Guarantee
     shall be irrevocable, unconditional and absolute, and, without limiting the
     generality of the foregoing,  the obligations of the Guarantor shall not be
     released,  discharged,  limited or otherwise affected by, and the Guarantor
     hereby  waives as against the Lender to the  fullest  extent  permitted  by
     applicable law, any defence relating to:

     (a)  any  extension,  other  indulgence,  renewal,  settlement,  discharge,
          compromise,  waiver,  subordination  or  release  in  respect  of  any
          Guaranteed Obligation or otherwise;

     (b)  any  modification  or amendment  of or  supplement  to the  Guaranteed
          Obligations,  including any increase or decrease in the principal, the
          rates of interest or other amounts payable in respect thereof;

     (c)  any  defence  based  upon  any  incapacity,   disability  or  lack  or
          limitation  of status or power of the Borrower or the  Guarantor or of
          the directors,  officers,  employees,  partners or agents thereof,  or
          that the Borrower or the Guarantor  may not be a legal entity,  or any


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          irregularity,  defect or  informality in the borrowing or obtaining of
          moneys or credits in respect of the Guaranteed Obligations;

     (d)  any change in the existence, structure, constitution, name, control or
          ownership of the Borrower or the  Guarantor  or other  person,  or any
          insolvency, bankruptcy,  amalgamation, merger, reorganization or other
          similar  proceeding  affecting  the Borrower or the Guarantor or other
          person or the assets of the Borrower or the Guarantor or of such other
          person;

     (e)  any change in the  membership of the Guarantor  through the retirement
          of one or more partners or the introduction of one or more partners or
          otherwise;

     (f)  the  existence  of any  claim,  set-off  or  other  rights  which  the
          Guarantor may have at any time against the Borrower, the Lender or any
          other person, whether in connection with the Guaranteed Obligations or
          any unrelated transactions;

     (g)  any  release  or  non-perfection  or  any  invalidity,  illegality  or
          unenforceability relating to or against the Borrower, the Guarantor or
          any other person,  whether  relating to any instrument  evidencing the
          Guaranteed  Obligations or any other agreement or instrument  relating
          thereto or any part  thereof or any  provision  of  applicable  law or
          regulation  purporting  to prohibit the payment by the  Borrower,  the
          Guarantor or any other person of any of the Guaranteed Obligations;

     (h)  any  limitation,  postponement,  prohibition,  subordination  or other
          restriction  on the rights of the Lender to payment of the  Guaranteed
          Obligations or to take any steps in respect thereof;

     (i)  any  release,  substitution  or addition of any  co-signer,  endorser,
          other  guarantor  or any other  person in  respect  of the  Guaranteed
          Obligations;

     (j)  any defence arising by reason of any failure of the Lender to make any
          presentment,   demand  for  performance,  notice  of  non-performance,
          protest, and any other notice,  including notice of acceptance of this
          Guarantee,  partial  payment or  non-payment of all or any part of the
          Guaranteed Obligations,  and the existence,  creation, or incurring of
          new or additional Guaranteed Obligations;

     (k)  any defence  arising by reason of any failure of the Lender to proceed
          against the Borrower or any other person, to proceed against, apply or
          exhaust any  security  held from the  Borrower,  the  Guarantor or any
          other person for the Guaranteed Obligations,  or to proceed against or
          to pursue any other remedy in the power of the Lender whatsoever;

     (l)  the  benefit  of any law  which  provides  that  the  obligation  of a
          guarantor  must neither be larger in amount nor in other respects more
          burdensome  than that of the  principal  obligation or which reduces a
          guarantor's obligation in proportion to the principal obligations;

     (m)  any defence arising by reason of any incapacity, lack of authority, or
          other defence of the Borrower,  the Guarantor Hor any other person, or
          by reason of the cessation from any cause  whatsoever of the liability
          of the Borrower, the Guarantor or any other person with respect to all
          or any part of the Guaranteed Obligations,  or by reason of any act or
          omission of the Lender or others which directly or indirectly  results
          in the discharge or

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          release  of the  Borrower,  the  Guarantor  or all or any  part of the
          Guaranteed Obligations or any security, or guarantee therefor, whether
          by operation of law or otherwise;

     (n)  any defence  arising by reason of any failure by the Lender to obtain,
          perfect or maintain a perfected (or any) security  interest in or lien
          or encumbrance upon any property of the Borrower, the Guarantor or any
          other  person  or by  reason  of any  interest  of the  Lender  in any
          property,  whether  as  owner  thereof  or the  holder  of a  security
          interest therein or lien or encumbrance  thereon,  being  invalidated,
          voided, declared fraudulent or preferential or otherwise set aside, or
          by reason of any  impairment by the Lender of any right to recourse or
          collateral;

     (o)  any defence arising by reason of the failure of the Lender to marshall
          any assets;

     (p)  any  defence  based  upon any  failure  of the  Lender  to give to the
          Borrower or the Guarantor  notice of any sale or other  disposition of
          any property securing any or all of the Guaranteed  Obligations or any
          guarantee  thereof,  or any defect in any notice  that may be given in
          connection with any sale or other disposition of any such property, or
          any failure of the Lender to comply with any  provision of  applicable
          law in  enforcing  any  security  interest  in or lien  upon  any such
          property,  including  any failure by the Lender to dispose of any such
          property in a commercially reasonable manner;

     (q)  any dealing  whatsoever  with the  Borrower,  the  Guarantor  or other
          person or any security,  whether negligently or not, or any failure to
          do so;

     (r)  any defence based upon or arising out of any winding up, receivership,
          bankruptcy,  insolvency,   reorganization,   moratorium,  arrangement,
          readjustment of debt,  liquidation or dissolution proceeding commenced
          by or  against  the  Borrower,  the  Guarantor,  or any other  person,
          including  any  discharge  of, or bar against  collecting,  any of the
          Guaranteed Obligations, in or as a result of any such proceeding;

     (s)  any  reorganization,  moratorium,  arrangement or compromise of any or
          all of the  obligations  of the Borrower or the  Guarantor  including,
          without  limitation,  the Guaranteed  Obligations  or any  transaction
          including,   without  limitation,   any  consolidation,   arrangement,
          transfer, sale, lease or other disposition, whereby all or any part of
          the undertaking,  property and assets of the Borrower or the Guarantor
          become the property of any other person or persons;

     (t)  any extinguishment of all or any of the Guaranteed Obligations for any
          reason whatsoever (other than the actual satisfaction thereof); or

     (u)  any other  circumstances  which might  otherwise  constitute a defence
          available  to,  or a  discharge  of the  Guarantor,  any  other act or
          omission to act or delay of any kind by the Borrower,  the Lender, the
          Guarantor  or any other person or any other  circumstance  whatsoever,
          whether similar or dissimilar to the foregoing,  which might,  but for
          the  provisions  of this  Section 3,  constitute  a legal or equitable
          discharge, limitation or reduction of the obligations of the Guarantor
          hereunder  (other than the payment or  satisfaction  in full of all of
          the Guaranteed Obligations).

     The  foregoing  provisions  apply  (and  the  foregoing  waivers  shall  be
     effective)  even if the effect is to destroy or  diminish  the  Guarantor's
     subrogation  rights,  the Guarantor's right to proceed against

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     the  Borrower  for   reimbursement,   the  Guarantor's   right  to  recover
     contribution from any other guarantor or any other right or remedy.

4.   Postponement:  All indebtedness and liability,  present and future,  of the
     Borrower to the Guarantor is hereby postponed to the Guaranteed Obligations
     and assigned to the Lender. All payments received by the Guarantor from the
     Borrower in respect of such  indebtedness  and liability  subsequent to the
     delivery of any demand for repayment  shall be received by the Guarantor in
     trust for the Lender and shall be paid over to the  Lender  forthwith  upon
     receipt thereof by the Guarantor.  This postponement is independent of this
     Guarantee  and  shall  remain  in  full  effect  notwithstanding  that  the
     liability of the Guarantor  under this  Guarantee may be extinct.  The term
     "Guaranteed   Obligations",   previously  defined,   for  purposes  of  the
     postponement  feature  provided by this  Guarantee,  and this  Section 4 in
     particular,  includes  any funds  advanced  or held at the  disposal of the
     Borrower under any lines of credit.

5.   No  Waiver:  No delay on the part of the  Lender in  exercising  any of its
     options,  powers or rights,  or partial or single exercise  thereof,  shall
     constitute a waiver thereof. No amendment or waiver of any of the rights of
     the Lender  hereunder  shall be deemed to be made by the Lender  unless the
     same shall be in writing,  duly signed by the Lender and each such  waiver,
     if any, shall apply only with respect to the specific instance involved and
     for the specific  purpose for which  given,  and shall in no way impair the
     rights or liabilities of the Lender or the Guarantor hereunder in any other
     respect at any other time.

6.   Deemed Existence: If at any time, all or any part of any payment previously
     applied by the Lender to any Guaranteed  Obligation is or must be rescinded
     or returned  by the Lender for any reason  whatsoever  (including,  without
     limitation, the insolvency, bankruptcy, or reorganization of the Borrower),
     such Guaranteed Obligation shall, for the purpose of this Guarantee, to the
     extent  that such  payment  is  rescinded  or  returned,  be deemed to have
     continued in existence, notwithstanding such application by the Lender, and
     this Guarantee shall continue to be effective or be reinstated, as the case
     may be, as to such Guaranteed Obligation, all as though such application by
     the Lender had not been made.

7.   Other Securities:  This Guarantee is in addition to and not in substitution
     for any other guarantee or any other  securities by whomsoever given at any
     time held by the Lender for any  present or future  Guaranteed  Obligations
     and the  Lender  shall at all times  have the right to  proceed  against or
     realize upon all or any portion of any other  guarantees  or  securities or
     any other money or assets to which the Lender may become entitled or have a
     claim  in such  order  and in such  manner  as the  Lender  in its sole and
     unfettered discretion may deem fit.

8.   Continuing  Guarantee:  This Guarantee is a continuing  guarantee and shall
     remain in full force and effect in accordance  with its terms until payment
     in full of all amounts  payable  under this  Guarantee and shall be binding
     upon the Guarantor, its successors and permitted assigns.

9.   Enforcement  of Guarantee:  The  obligations  of the  Guarantor  under this
     Guarantee  shall be enforceable by the Lender upon demand by the Lender for
     payment of the Guaranteed  Obligations  without the necessity of any action
     or recourse  whatsoever  against the  Borrower,  any  security or any other
     guarantor.  Any amount  payable by the Guarantor  under this Guarantee will
     bear interest from the date of demand  hereunder until payment in full at a
     rate per annum,  compounded monthly,  equal to the default rate of interest
     provided for under the Loan Agreement.


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10.  Subrogation:  This Guarantee shall not be considered as wholly or partially
     satisfied by the payment or  liquidation at any time or times of any sum or
     sums of money for the time being due or remaining unpaid to the Lender, and
     all  dividends,  compensations,  proceeds of security  valued and  payments
     received by the Lender from the  Borrower,  the Guarantor or from others or
     from any estate  shall be  regarded  for all  purposes as payments in gross
     without  right on the part of any  Guarantor  to claim in  reduction of the
     liability   under  this  Guarantee  the  benefit  of  any  such  dividends,
     compositions,  proceeds or payments or any securities held by the Lender or
     proceeds  thereof,  and the  Guarantor  shall  not  have  any  right  to be
     subrogated in any rights of the Lender until the Lender shall have received
     full, final and indefeasible payment of the Guaranteed Obligations.

11.  Guarantee  of Payment and  Performance:  This  Guarantee  is a guarantee of
     payment  and  performance  and not of  collection  and is in  addition  and
     without  prejudice to any  securities of any kind now or hereafter  held by
     the Lender.

12.  Costs:  The Guarantor shall reimburse the Lender for all costs and expenses
     (including  the fees and  disbursements  of its counsel on a solicitor  and
     client basis) incurred by the Lender in collecting or  compromising  any of
     the  Guaranteed  Obligations  and in enforcing  this Guarantee or any other
     guarantee  of  the  Guaranteed   Obligations,   and  the  term  "Guaranteed
     Obligations" herein shall include all such expenses.

13.  Payment: All payments hereunder with respect to any Guaranteed  Obligations
     shall be made to the Lender at FCC,  LLC,  125 Townpark  Drive,  Suite 190,
     Kennesaw,  Georgia,  30144 or at such other branch, office or agency of the
     Lender as the Lender shall designate from time to time by notice in writing
     to the Guarantor.

14.  Payment on Stay: If the Borrower or the Guarantor is prevented  from making
     payment of any of the  Guaranteed  Obligations  when it would  otherwise be
     required to do so, or the Lender is prevented from demanding payment of the
     Guaranteed  Obligations  because of a stay or other judicial  proceeding or
     any other legal  impediment,  all  Guaranteed  Obligations or other amounts
     otherwise  subject to demand,  acceleration  or payment shall be payable by
     the Guarantor as provided for hereunder.

15.  Waiver of Notice: The Guarantor waives all notices which may be required by
     any statute,  rule of law,  contract or otherwise to preserve any rights to
     the Lender against the Guarantor.

16.  Taxes:  Any and all payments by the Guarantor  hereunder shall be made free
     and clear of and  without  deduction  for any and all  present  and  future
     taxes, liens, imposts,  stamp taxes,  deductions,  charges or withholdings,
     and all liabilities with respect thereto and any interest, additions to tax
     and  penalties  imposed with  respect  thereto  ("Taxes",  which term shall
     exclude,  with respect to the Lender,  taxes, other than  withholdings,  on
     income or capital and franchise taxes imposed by, and payable by the Lender
     directly to, the applicable federal taxation  authority).  If the Guarantor
     shall be  required by law to deduct any Taxes from or in respect of any sum
     payable hereunder to the Lender:

     (a)  the sum payable  shall be  increased as may be necessary so that after
          making all required  deductions  (including  deductions  applicable to
          additional  sums payable under this Section 16) the Lender receives an
          amount equal to the sum it would have received had no such  deductions
          been made; and


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     (b)  the  Guarantor  shall pay the full  amount  deducted  to the  relevant
          taxation  authority or other  authority in accordance  with applicable
          law and promptly provide evidence thereof to the Lender.

17.  Governing Law: This Guarantee shall be governed by the laws of the Province
     of Alberta and the laws of Canada applicable therein.

18.  Severability:  If any provision of this Guarantee shall be invalid, illegal
     or unenforceable in any respect or in any jurisdiction, it shall not affect
     the validity,  legality or  enforceability  of such  provision in any other
     jurisdiction  or the  validity,  legality  or  enforceability  of any other
     provision of this Guarantee.

19.  Notices: Any demand,  notice or communication to be made or given hereunder
     shall be in writing  and may be made or given by  personal  delivery  or by
     transmittal  by  telex,  telecopy,  rapifax  or other  electronic  means of
     communication addressed to the respective parties as follows:

     (a)  the Guarantor at:

          10333 Southport Road, Suite 355
          Calgary, Alberta
          T2W 3X6

          Attention:  Primo Podorieszach

          Fax:        (403) 225-5745

     (b)  the Lender at:

          125 Townpark Drive, Suite 190
          Kennesaw, Georgia  30144

          Attention:  Brian J. Cuttic

          Fax:        (770) 419-4413

     or to such other address or telex number, telecopy number or rapifax number
     as any party may from time to time notify the other in accordance with this
     Section 19. Any demand,  notice or communication  made or given by personal
     delivery  shall be  conclusively  deemed to have  been  given on the day of
     actual delivery thereof,  or, if made or given by telex or other electronic
     means of communication, on the first Business Day following the transmittal
     thereof.

20.  Amendment:  No amendment  or any change to, or waiver of, any  provision of
     this  Guarantee  shall be  effective  unless in  writing  and signed by the
     Lender.

21.  Judgment Currency: If for the purpose of obtaining judgment in any court or
     for  the  purpose  of  determining,  pursuant  to  the  obligations  of the
     undersigned,  the amounts  owing  hereunder,  it is necessary to convert an
     amount due  hereunder  in the  currency  in which it is due (the  "Original
     Currency")  into  another  currency  (the "Second  Currency"),  the rate of
     exchange  applied shall be that at which, in accordance with normal banking
     procedures,  the Lender could  purchase,  in The



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                                       7


     New York Foreign  Exchange  Market,  the Original  Currency with the Second
     Currency on the date two (2) Business Days preceding that on which judgment
     is given or any other payment is due hereunder. The undersigned and each of
     them agrees that its  obligation  in respect of any  Original  Currency due
     from it to the Lender  hereunder  shall,  notwithstanding  any  judgment or
     payment in such other  currency,  be discharged only to the extent that, on
     the Business Day following the date the Lender receives  payment of any sum
     so adjudged or owing to be due hereunder in the Second  Currency the Lender
     may, in accordance  with normal banking  procedures,  purchase,  in The New
     York Foreign  Exchange Market the Original  Currency with the amount of the
     Second  Currency  so paid;  and if the amount of the  Original  Currency so
     purchased  or  could  have  been so  purchased  is  less  than  the  amount
     originally due in the Original  Currency,  the undersigned and each of them
     agrees as a separate  obligation  and  notwithstanding  any such payment or
     judgment  to  indemnify  the Lender  against  such loss.  The term "rate of
     exchange"  in this  Section 21 means the spot rate at which the Lender,  in
     accordance  with normal  practices is able on the relevant date to purchase
     the Original Currency with the Second Currency and includes any premium and
     costs of exchange payable in connection with such purchase.  Any additional
     amount  due from  the  Guarantor  under  this  Section  21 will be due as a
     separate debt and shall not be affected by judgment  being obtained for any
     other sums due under or in respect of this Guarantee.

22.  Assignment:  The Guarantor  shall not assign any of its  obligations  under
     this Guarantee without the prior written consent of the Lender.

23.  Enurement:  This Guarantee shall enure to the benefit of the Lender and its
     successors  and  assigns  and shall be  binding  on the  Guarantor  and its
     successors and permitted assigns.


     IN WITNESS  WHEREOF the Guarantor has caused this Guarantee to be signed by
their respective proper officers duly authorized in that behalf as of June ____,
2004.

                                        ANTHONY CLARK INTERNATIONAL
                                        INSURANCE BROKERS LTD.


                                        Per: /s/ Tony Consalvo
                                             ----------------------------------
                                        Name: Tony Consalvo
                                        Title: Chief Operating Officer




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