Exhibit 10.32

                                 CONTINUING AND
                             UNCONDITIONAL GUARANTY


         This  Continuing  and  Unconditional   Guaranty  (the  "Guaranty")  is
executed  as of the 5th day of  November,  1998,  by CARROLL  FULMER & COMPANY,
INC.,  a Florida  corporation,  whose  address  is P. O. Box  5000,  Groveland,
Florida 34736-5000 (ACarroll Fulmer@) and CAROLINA PACIFIC DISTRIBUTORS,  INC.,
a North Carolina  corporation,  whose address is 5625 Surrett Drive  Extension,
Archdale,  North Carolina 27263 (ACarolina Pacific@) and TRANSIT LEASING, INC.,
an Indiana corporation f/k/a CAPITOL WAREHOUSE,  INC., a Kentucky  corporation,
whose  address  is 403 W. Main  Street,  Frankfurt,  Kentucky  40601  (ATransit
Leasing@) and SERVICE EXPRESS,  INC., an Alabama corporation,  whose address is
P.O.  Box 1009,  Tuscaloosa,  Alabama  35403  (AService  Express@)  and RAINBOW
TRUCKING SERVICES, INC., an Indiana corporation,  whose address is 724 Mechanic
Street,  Jeffersonville,  Indiana 47130 (ARainbow Trucking@) and TRANSPORTATION
RESOURCES AND MANAGEMENT,  INC., an Indiana corporation,  whose address is 5003
US  Highway  10  W,  Suite  1,  Fort  Wayne,  Indiana  46898   (ATransportation
Resources@) and VENTURE LOGISTICS,  LLC., an Indiana limited liability company,
whose address is 2415 W. Thompson Road,  Indianapolis,  Indiana 46217 (AVenture
Logistics@)  and  CERTIFIED  TRANSPORT,  LLC.,  an  Indiana  limited  liability
company,  whose address is 2415 W. Thompson Road,  Indianapolis,  Indiana 46217
(ACertified Transport@) and K.J. TRANSPORTATION,  INC., a New York corporation,
whose  address  is  6070  Collett  Road,  Farmington,  New  York  14425  (AK.J.
Transportation@) and DIVERSIFIED TRUCKING CORP., an Alabama corporation,  whose
address  is  309  Williamson  Avenue,  Opelika,   Alabama  36804  (ADiversified
Trucking@) and NORTHSTAR  TRANSPORTATION,  INC., an Alabama corporation,  whose
address   is  410   Twitchell   Road,   Dothan,   Alabama   36303   (ANorthstar
Transportation@)  (Carroll Fulmer, Carolina Pacific,  Transit Leasing,  Service
Express,  Rainbow  Trucking,   Transportation  Resources,   Venture  Logistics,
Certified Transport,  K.J. Transportation,  Diversified Trucking, and Northstar
Transportation  are together  hereinafter  referred to as the  "Guarantor@  and
individually as the  ACo-Guarantor@;  references  applicable to Guarantor shall
also be  applicable  to each  Co-Guarantor),  in favor of AMSOUTH  BANK, a bank
organized  under the laws of Alabama,  whose mailing address is Post Office Box
588001, Orlando, Florida 32858 (the "Lender").

                                R E C I T A L S:

         A. To induce the Lender to extend  credit to TRANSIT  GROUP,  INC.,  a
Florida  corporation (the  "Borrower"),  Guarantor has agreed to give to Lender
Guarantor's   continuing  and   unconditional   guarantee  of  the  payment  of
indebtedness  and the  performance  of all  obligations  of the Borrower to the
Lender resulting from the extension(s) of credit by the Lender to the Borrower.

         B.       The  Guarantor expects to derive advantage from the credit  
accommodation(s)  extended  to the Borrower.

         C.       The Lender in reliance upon this Guaranty has or will extend 
credit to the Borrower.

         D. The term  "Indebtedness"  as used  herein  shall  mean all  payment
obligations  of  Borrower  to  Lender,  direct or  contingent,  whether  now or
hereafter  due or arising,  including  without  limitation  all  principal  and
interest,  all  costs of  collection,  including  reasonable  attorney's  fees,
whether incurred in connection with collection, trial, appeal or otherwise, all
other  amounts  which  Borrower is obligated to pay Lender under any  agreement
evidencing,  relating to or securing the Indebtedness or any part thereof,  and
including any documentary stamp tax (including interest and penalties,  if any)
determined  to be  due  in  connection  with  any  instruments  evidencing  the
Indebtedness.  The term "Indebtedness" also includes amounts advanced by Lender
pursuant to requests for advances  made on behalf of Borrower,  even if, at the
time of any such  advance,  Borrower  has  been  dissolved,  liquidated  or its
existence has been terminated, by operation of law or otherwise, if Lender does
not have actual  knowledge of such termination of existence prior to making the
advance.

         E.  The  term  "Obligations"  as used  herein  shall  mean  all  other
obligations  of  Borrower  to  Lender,  direct or  contingent,  whether  now or
hereafter  due or  arising,  including  but not  limited to the  obligation  to
perform all  covenants,  conditions,  promises and agreements of or pursuant to
any loan document executed in connection with the Indebtedness.

         F.       The term "Liabilities" as used herein shall mean the 
Indebtedness and the Obligations.

         G.  The  term  "Collateral"  as used  herein  shall  mean  any  funds,
guarantees,  agreements or other  property or rights or interests of any nature
whatsoever,  or the proceeds thereof, which may have been, are or hereafter may
be,  mortgaged,  pledged,  assigned,  transferred,  or  delivered  directly  or
indirectly  by or on behalf of the  Borrower or Guarantor or any other party to
Lender or to the  holder of  instruments  evidencing  the  Indebtedness  of the
Borrower or which may have been,  are, or hereafter may be held by any party as
Trustee or otherwise,  as security,  whether  immediate or underlying,  for the
performance  of this Guaranty or the payment of the  Liabilities or any of them
or any security therefor.

         H.  The term  "Loan  Documents"  as used  herein  shall  mean all loan
documents evidencing the Liabilities or constituting the Collateral or executed
in connection therewith.

         NOW,  THEREFORE,  in  consideration of the extension(s) of credit from
time to time extended by the Lender to the Borrower and other good and valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged by
the parties, the parties agree as follows:

         1. The foregoing recitals are herein incorporated as covenants and 
agreements.

         2. Guarantor, jointly and severally hereby absolutely, irrevocably and
unconditionally  guarantees  to Lender that the Borrower  will promptly pay and
discharge the  Indebtedness in full when due, whether at maturity or earlier by
reason of  acceleration  or otherwise,  or, if permitted by the Loan Documents,
when payment  thereof  shall be demanded by Lender,  and, in the case of one or
more extensions of time of payment or renewals of the Liabilities that the same
will be promptly paid or performed  when due,  according to each such extension
or  renewal,  whether  at  maturity  or earlier  by reason of  acceleration  or
otherwise,  and will promptly  perform and observe all of the Obligations to be
performed or observed by the Borrower.

         3. The obligations hereunder shall be continuing and irrevocable.  All
liability  hereunder shall continue  notwithstanding  the  incapacity,  lack of
authority,  death, or disability of the  undersigned.  The failure of any other
person to sign this  Guaranty or any  counterpart  of this  Guaranty  shall not
release or affect the liability of Guarantor.

         4.  This is a  guarantee  of  payment,  and not of  collection,  and a
guarantee of  performance.  In case the  Borrower  shall fail to pay all or any
part of the  Indebtedness  when due,  whether  by  acceleration  or  otherwise,
according  to the  terms of any  promissory  note or other  payment  agreement,
Guarantor,  immediately upon the written demand of Lender,  shall pay to Lender
the amount due and unpaid by the  Borrower  as if that amount  constituted  the
direct and primary obligation of Guarantor. Lender shall not be required, prior
to any such  demand  on, or payment by  Guarantor,  to make any demand  upon or
pursue or exhaust any of its rights or remedies  against the Borrower or others
with respect to the payment of any of the  Indebtedness  or the  performance of
any of the  Obligations,  or to pursue or exhaust any of its rights or remedies
with respect to any part of the  Collateral.  Guarantor  shall have no right of
subrogation  whatsoever  with  respect to the  Indebtedness  or the  Collateral
unless  and  until  Lender  shall  have   received  full  payment  of  all  the
Indebtedness.

         5. The obligations of Guarantor hereunder, and the rights of Lender in
the Collateral,  shall not be released,  discharged,  or in any way affected by
reason  of the  fact  that a  valid  lien in any of the  Collateral  may not be
conveyed to, or created in favor of Lender;  nor by reason of the fact that any
of the  Collateral may be subject to equities or defenses or claims in favor of
others or may be inferior in priority to the claims of others or may be invalid
or defective in any way; nor by reason of the fact that the value of any of the
Collateral,  or the  financial  condition  of the  Borrower  or any  obligor or
guarantor  with respect to any of the  Collateral,  may not have been correctly
estimated or may have  changed or may  hereafter  change;  nor by reason of any
deterioration,  waste  or  loss  by  fire,  theft  or  otherwise  of any of the
Collateral  unless such  deterioration,  waste or loss be caused by the willful
act or willful failure to act by Lender.

         6. The Lender is hereby  given a lien for the amount of the  liability
and indebtedness, whether or not due and payable, created by this Guaranty upon
all property and  securities  now or hereafter in the  possession or custody of
the Lender by or for the account of  Guarantor or in which  Guarantor  may have
any interest (all  remittances  and property to be deemed in the  possession or
custody of the Lender as soon as put in transit to it by mail or  carrier)  and
also upon the balance of any deposit  accounts of any or all of Guarantor  with
the Lender existing from time to time, and the Lender is hereby  authorized and
empowered  at its option to  appropriate  any and all thereof and apply any and
all thereof and the proceeds thereof to the payment and  extinguishment  of the
liability and indebtedness  hereby created at any time after such liability and
indebtedness becomes payable.  Guarantor agrees to pay any deficiency remaining
after the Lender  realizes on any  security  (whether  furnished  by  Borrower,
Guarantor  or a third  party) but the  Lender  shall not be  required  to first
proceed against any such security.  Lender's right of setoff  contained  herein
shall not apply to any account if it clearly appears that Guarantors  rights in
the  account are solely as a fiduciary  for another or to any  account,  by its
nature and applicable law (for example an IRA or other tax deferred  retirement
account), must be exempt from the claims of creditors.

         7. Guarantor  waives all notice of acceptance of this Guaranty and any
notice  of  the  incurring  by  the  Borrower,  at  any  time,  of  any  of the
Liabilities,  and waives any and all presentment,  demand, protest or notice of
protest,  demand or  dishonor,  non-payment,  maturity  or other  default  with
respect to any of the  Liabilities and any obligations of any party at any time
comprised  in the  collateral.  The  undersigned  hereby  grants to Lender full
power, in its uncontrolled  discretion and without notice to Guarantor, to deal
in any manner with the Liabilities and the Collateral,  including,  but without
limiting the generality of the foregoing, the following powers:

         A. To modify or  otherwise  change any terms of all or any part of the
Liabilities  or the  rate of  interest  thereon,  to  grant  any  extension  or
extensions or renewal or renewals thereof and any other indulgence with respect
thereto,  and to effect any  release,  compromise  or  settlement  with respect
thereto;

         B.       To enter into any agreement of  forbearance  with respect to 
all or any part of the  Liabilities,or with respect to all or any part of the 
Collateral, and to change the terms of any such agreement;

         C.       To forbear from calling for additional  Collateral to secure 
any of the Liabilities or to secure any obligation comprised in the Collateral;

         D. To consent to the substitution, exchange, release or sale of all or
any part of the Collateral,  whether or not the Collateral, if any, received by
Lender upon any such  substitution,  exchange,  release or sale shall be of the
same or of a different  character or value than the  Collateral  surrendered by
Lender;

         E.       To release any maker or  guarantor  of any  promissory  note
or other  agreement  evidencing  the Indebtedness;

         F.       To modify the terms of any Loan Document;

         G. In the event of the non-payment  when due,  whether by acceleration
or  otherwise,  of any of the  Indebtedness,  or in the event of default in the
performance of any of the Obligations, to realize on the Collateral or any part
thereof,  as a whole or in such parcels or  subdivided  interests as Lender may
elect,  at any  public or private  sale or sales,  for cash or on credit or for
future delivery,  without demand,  advertisement or notice of the time or place
of sale or any  adjournment  thereof  except  as may be  required  by law  (the
undersigned  hereby waiving any such demand,  advertisement,  and notice to the
extent  permitted by law), or by foreclosure  or otherwise,  or to forbear from
realizing thereon, or as Lender in its uncontrolled discretion may deem proper,
and to purchase  all or any part of the  Collateral  for its own account at any
such sale or foreclosure, to the extent permitted by law.

                  The  obligations of Guarantor to the Lender  hereunder  shall
not be released,  discharged,  reduced,  diminished or in any way affected, nor
shall Guarantor have any rights or recourse  against  Lender,  by reason of any
action Lender may take or omit to take under the foregoing powers.

         8.  Lender may assign  this  Guaranty  or any of its rights and powers
hereunder, with all or any of the obligations hereby guaranteed, and may assign
and/or  deliver to any such  assignee any of the  security  herefor and, in the
event of such  assignment,  the assignee hereof or of such rights and powers of
such security,  if any of such security be so assigned and/or delivered,  shall
have the same rights and  remedies as if  originally  named  herein in place of
Lender, and Lender shall be thereafter fully discharged from all responsibility
with respect to any such security so assigned and/or delivered.

         9.  Guarantor  warrants to Lender that it has  disclosed  to Lender in
writing all known defaults of any of its personal or business  obligations  and
those  business  entities in which it is a principal and of any and all actions
and proceedings  pending or threatened  against it or its business entities and
will advise Lender of any such defaults that may occur in the future. Guarantor
further  warrants to Lender that nothing exists to impair the immediate  taking
effect of this Guaranty and the effectiveness of this Guaranty.

         10. Guarantor agrees to provide all financial statements,  tax returns
and other  financial data of the Guarantor and any business  entity in which it
is a principal as required of the Borrower in the Loan Documents.

         11.  No act or  omission  of any kind by the  Lender  shall  affect or
impair  this  Guaranty  and the  Lender  shall  have no  duties  to  Guarantor.
Guarantor  hereby agrees that its  obligations  hereunder shall be absolute and
primary and shall be complete  and binding as to Guarantor  upon this  Guaranty
being  executed  and subject to no  conditions  precedent  or  otherwise.  This
Guaranty  contains the full  agreement  of Guarantor  and is not subject to any
oral conditions.  Guarantor further  acknowledges that all conditions precedent
to delivery  of this  Guaranty to Lender  have  occurred  and said  delivery is
unconditional.

         12. In the event that for any  reason  whatsoever  Borrower  is now or
hereafter  becomes  indebted to Guarantor,  Guarantor agrees that the amount of
such indebtedness and all interest thereon shall at all times be subordinate as
to lien, time of payment and in all other respects to the Loan  Documents,  and
that  Guarantor  shall not be  entitled to enforce or receive  payment  thereof
until  all sums  then due and owing to Lender  shall  have been  paid.  Nothing
herein  contained is intended or shall be  construed  to give to Guarantor  any
right  of  subrogation  in or  under  the  Loan  Documents,  or  any  right  to
participate in any way therein,  or in the right,  title and interest of Lender
in and to the collateral  covered by the Loan  Documents,  notwithstanding  any
payments made by Guarantor under this Guaranty,  all such rights of subrogation
and  participation  being hereby  expressly  waived until the  Liabilities  and
Obligations are paid and performed in full.

         13.  Notwithstanding  anything in this Guaranty to the contrary,  if a
bankruptcy  petition is filed by or against the  Borrower or  Guarantor  or any
co-guarantor,  and the  Borrower or  Guarantor  or any  co-guarantor  have made
payments  to the Lender  during any  preference  period as  established  by any
bankruptcy or other similar laws, this Guaranty shall not be terminated, unless
and until a final nonappealable  decision of a court of competent  jurisdiction
has been  entered  determining  that the Lender shall be entitled to retain all
such monies paid it by the  Borrower or Guarantor  or any  co-guarantor  during
such preference  period. The obligations of Guarantor under this Guaranty shall
include the  obligations  to  reimburse  Lender for any  preferential  payments
received by Lender  during such period which Lender has been required to return
or repay. The undersigned also hereby waive(s) any claim, right or remedy which
the  undersigned  may now have or hereafter  acquire  against the Borrower that
arises  hereunder  and/or  from  the  performance  by any  guarantor  hereunder
including,  without  limitation,  any  claim,  remedy or right of  subrogation,
reimbursement,  exoneration,  indemnification,  or  participation in any claim,
right or remedy of Lender against the Borrower or any security which Lender now
has or hereafter acquires, whether or not such claim, right or remedy arises in
equity, under contract,  by statute,  under common law or otherwise,  until the
Obligations and Liabilities are paid and performed in full.

         14. The undersigned  expressly agree(s) that this Guaranty is governed
by the  laws of the  State  of  Florida,  and the  United  States  of  America,
whichever  the  context  may  require or permit and that  proper  venue for any
action which may be brought  under this Guaranty in addition to any other venue
permitted by law shall be Orange County,  Florida.  Should Lender institute any
action under this Guaranty,  the undersigned hereby submit(s) himself,  herself
or themselves to the jurisdiction of any court sitting in Florida.

         15. Any written notice,  demand or request that is required to be made
hereunder,  shall be served in person,  or by  registered  or  certified  mail,
return  receipt  requested,  addressed to the party to be served at the address
set forth in the first  paragraph  hereof.  The addresses  stated herein may be
changed as to the applicable  party by providing the other party with notice of
such  address  change  in the  manner  provided  in this  paragraph;  provided,
however,  the address of the undersigned must be located within the continental
United States of America.  In the event that written notice,  demand or request
is made as  provided in this  paragraph,  then in the event that such notice is
returned  to  the  sender  by  the  United  States  postal  system  because  of
insufficient  address or because the party has moved or  otherwise,  other than
for insufficient postage, such writing shall be deemed to have been received by
the party to whom it was  addressed on the date that such writing was initially
placed in the United States postal system by the sender.

         16. In the event that the definition of the term "Guarantor"  includes
more than one person or entity,  the  covenants  and  agreements  of  Guarantor
contained  herein  shall be deemed to be the joint and  several  covenants  and
agreements  of each person  and/or  entity named in the  definition of the term
"Guarantor".

         17. This instrument  shall inure to the benefit of Lender and Lender's
successors  and  assigns,  and shall bind  Guarantor,  and  Guarantor's  heirs,
personal representatives, successors and assigns.

         18.  Guarantor  hereby,  and  the  Lender  by its  acceptance  of this
Guaranty,  knowingly,  voluntarily and intentionally waive the right either may
have to a trial by jury in respect of any litigation  arising out of, under, or
in connection  with this Guaranty and all Loan  Documents and other  agreements
executed or contemplated to be executed in connection herewith,  or arising out
of,  under,  or in  connection  with any course of conduct,  course of dealing,
statements  (whether  verbal or written) or action of either party,  whether in
connection  with the making of this  Guaranty,  the  extension of credit to the
Borrower, or otherwise.  This provision is a material inducement for the Lender
extending credit to the Borrower.

         IN WITNESS  WHEREOF,  Guarantor has executed this instrument as of the
5th day of November, 1998, at Atlanta, Georgia.


CARROLL FULMER & COMPANY, INC., a Florida
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board


CAROLINA PACIFIC DISTRIBUTORS, INC., a North
Carolina corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board





TRANSIT LEASING, INC., an Indiana corporation f/k/a
CAPITOL WAREHOUSE, INC., a Kentucky corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board



SERVICE EXPRESS, INC., an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board


RAINBOW TRUCKING SERVICES, INC., an Indiana
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board


TRANSPORTATION RESOURCES AND MANAGEMENT, INC., an
Indiana corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board


VENTURE LOGISTICS, LLC, an Indiana limited
liability company


By: /s/ Philip A. Belyew
Philip A. Belyew,
Manager



CERTIFIED TRANSPORT, LLC, an Indiana limited
liability company



By: /s/ Philip A. Belyew
Philip A. Belyew,
Manager


K.J. TRANSPORTATION, INC., a New York corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board


DIVERSIFIED TRUCKING CORP, an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board


NORTHSTAR TRANSPORTATION, INC., an Alabama
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board

"Guarantor"