Letter Agreement Between Global Technovations, Inc. and TMF Investments Regarding Guarantee and Compensation Terms

Summary

Global Technovations, Inc. and its subsidiary, Top Source Automotive, Inc., have entered into an agreement with TMF Investments, represented by G. Jeff Mennen as trustee. In exchange for TMF Investments providing a $1,000,000 guarantee for a note, Global Technovations will pay a $50,000 fee and issue 150,000 warrants to the trust. If the guarantee is called, the trust will receive convertible preferred stock with specific conversion and redemption terms. The agreement also outlines conditions for warrant exercise and stock registration.

EX-10.39 8 0008.txt LETER AGREEMENT EXHIBIT 10.39 Global Technovations, Inc. 7108 Fairway Drive, Suite 200 Palm Beach Gardens, FL ###-###-#### November 29, 2000 VIA FEDERAL EXPRESS Mr. G. Jeff Mennen TMF Investments 25 Hanover Road Building B Florham Park, NJ 07932 Dear Jeff: We are enclosing the Guarantee to be executed by George Jeff Mennen Co-trustee u/a dated November 25, 1970 with George S. Mennen F/B/O John Henry Mennen (the "Trust"). The Guarantee is of a $1,000,000 note to be delivered to Global Technovations, Inc.'s (the "Company") 85%-owned subsidiary, Top Source Automotive, Inc. This Guarantee permits the Company to use the available funds and provide the necessary protection to its management and its board of directors with respect to any possible claim from NCT Audio Group, Inc. This letter also evidences the fact that in exchange for this Guarantee, the Company shall pay the Trust a $50,000 fee, which fee shall be due and payable on January 15, 2001 and issue to the Trust 150,000 of the Company's warrants exercisable at $.63 per share over a 10 year period. Provided, however, the warrants shall not be exercisable until the earlier of an effective date of a registration statement covering the underlying common stock or one year from the date of this letter. If the Trust is required to pay the Guarantee in whole or in part, the Company shall issue to it 10% Convertible Preferred Stock convertible at a 30 % discount from market (but not less than $.60 per share), redeemable at the Company's option at 115% of face value through June 30, 2001 and 120% thereafter. The Company shall use its best efforts to register the common stock issuable upon conversion within six months of issuance of the preferred stock and only 1/6 of face value can be sold per month cumulative. Sincerely yours, William C. Willis, Jr., President I hereby agree to the foregoing. By:_________________ G. Jeff Mennen, Trustee