EXHIBIT 10.17

                        GUARANTY AND SURETYSHIP AGREEMENT


          THIS GUARANTY AND SURETYSHIP  AGREEMENT (this  "Guaranty"),  made this
     21st day of January, 2000, by Steridyne Corporation,  a Florida corporation
     (the "Guarantor"),  in favor of International  Investment Partners, Ltd., a
     Delaware corporation (the "Lender"), recites and provides as follows:

RECITALS:

     A. By Note of even date herewith made by Steridyne  Corporation,  a Florida
corporation  (the  "Borrower"),  and  payable to the order of the Lender (as the
same may be amended,  modified or  supplemented  from time to time, the "Note"),
the Lender has agreed to make a Loan of $1,000,000 to the Borrower  (capitalized
terms which are not defined  herein shall have the meanings  assigned to them in
the Note and the other Loan Documents).

     B. The Guarantor has received and reviewed copies of the Note and the other
Loan Documents.

     C. The  execution  and  delivery  by the  Guarantor  of this  Guaranty is a
condition to the Lender's  obligation  to make the Loan to Borrower  pursuant to
the Note.

     D. The Guarantor expects to derive financial benefit from the making of the
Loan by the Lender to the Borrower.

GUARANTY AND SURETYSHIP:

     NOW,  THEREFORE,  in  consideration  of $10.00 and other good and  valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
the Guarantor, and intending to be legally bound, the Guarantor hereby agrees as
follows:


1.   The Guaranty.

          (a) Guaranteed  Obligations.  The Guarantor hereby unconditionally and
     irrevocably  guarantees to the Lender and becomes  surety to the Lender for
     the due,  punctual and full payment and  performance of, and covenants with
     the Lender to duly,  punctually  and fully pay and perform,  the  following
     (collectively, the "Guaranteed Obligations"):

               (1) All  indebtedness of the Borrower to the Lender  evidenced by
          the Note, both principal and interest, and all other amounts due or to
          become  due  under  the Note and the  other  Loan  Documents,  and any
          refinancing  or refunding  thereof,  whether now existing or hereafter
          arising, contracted or incurred; and

               (2) All covenants, agreements, obligations and liabilities of the
          Borrower  under the Note and the other  Loan  Documents,  whether  now
          existing or hereafter arising, contracted or incurred,

           as and when such payment or performance  shall become due (whether by
           acceleration  or otherwise) in accordance  with the terms of the Loan
           Documents.

          (b) Unconditional Guaranty. The obligations of the Guarantor hereunder
     are   continuing,   absolute  and   unconditional,   irrespective   of  any
     circumstance  whatsoever  which  might  otherwise  constitute  a  legal  or
     equitable  discharge or defense of a guarantor or surety.  Without limiting
     the generality of the foregoing, the obligations of the Guarantor hereunder
     shall remain in full force and effect  without  regard to, and shall not be
     released, discharged or in any way affected by:


               (1) Any amendment,  modification or supplement to the Note or any
          other Loan Document;




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               (2) Any exercise or  nonexercise  of or delay in  exercising  any
          right,  remedy,  power  or  privilege  under  or in  respect  of  this
          Guaranty, the Note or any other Loan Document (even if any such right,
          remedy,  power or  privilege  shall be lost  thereby),  or any waiver,
          consent, indulgence or other action or inaction in respect thereof;

               (3)  Any  bankruptcy,   insolvency,   arrangement,   composition,
          assignment  for  the  benefit  of  creditors  or  similar   proceeding
          commenced by or against the Borrower;

               (4) Any  failure  to perfect or  continue  perfection  of, or any
          release or waiver of, any rights  given to the Lender in any  property
          as security for the performance of any of the Guaranteed Obligations;

               (5) Any  extension of time for payment or  performance  of any of
          the Guaranteed Obligations;

               (6) The  genuineness,  validity  or  enforceability  of the  Loan
          Documents;

               (7) Any  limitation  of  liability  of the  Borrower or any other
          Guarantor contained in any Loan Document;

               (8) Any  defense  that may arise by reason of the  failure of the
          Lender to file or enforce a claim  against the estate of the  Borrower
          in any bankruptcy or other proceeding;

               (9) Any voluntary or involuntary liquidation,  dissolution,  sale
          of all or  substantially  all of the property of the Borrower,  or any
          marshalling  of assets and  liabilities,  or other similar  proceeding
          affecting, Borrower or any of its assets;

               (10) The  release of the  Borrower  or any other  Guarantor  from
          performance or observance of any of the agreements,  covenants,  terms
          or conditions contained in the Loan Documents by operation of law; or

               (11) The failure of the Lender to keep the  Guarantor  advised of
          Borrower's  financial  condition,  regardless  of the existence of any
          duty to do so.

           No set-off, claim, reduction or diminution of any obligation,  or any
           defense of any kind or nature which the Borrower or the Guarantor now
           has or  hereafter  may have  against the Lender,  shall be  available
           hereunder to the Guarantor against the Lender.

          C. No Notice or Duty to Exhaust Remedies.  The Guarantor hereby waives
     diligence,  presentment, demand, protest, the benefits of the homestead and
     all other exemptions provided to the Guarantor and all notices of any kind,
     and waives any requirement that the Lender exhaust any right or remedy,  or
     proceed first or at any time,  against the Borrower or any other  guarantor
     of, or any security for, any of the Guaranteed  Obligations.  This Guaranty
     constitutes  an agreement  of  suretyship  as well as of guaranty,  and the
     Lender may pursue its rights and remedies under this Guaranty and under the
     other Loan  Documents  in whatever  order,  or  collectively,  and shall be
     entitled to payment and performance  hereunder  notwithstanding  such other
     Loan  Documents  and  notwithstanding  any  action  taken by the  Lender or
     inaction by the Lender to enforce any of its rights or remedies against any
     other guarantor or any other person or property whatsoever.

          (d) WAIVER OF  SUBROGATION.  GUARANTOR  HEREBY WAIVES AND RELEASES ANY
     AND ALL RIGHTS OF  SUBROGATION  AND WAIVES ANY RIGHT TO ENFORCE  ANY REMEDY
     WHICH LENDER NOW HAS OR MAY HEREAFTER HAVE AGAINST BORROWER AND ANY BENEFIT
     OF, ANY RIGHT TO  PARTICIPATE  IN, ANY SECURITY  NOW OR  HEREAFTER  HELD BY
     LENDER.

          E. No Waivers Generally. The Lender shall not be deemed to have waived
     any of its rights or remedies  hereunder  unless such waiver is express and
     in writing.  No delay or failure by the Lender on any one or more occasions
     to exercise its rights hereunder or at law or in equity (including, without
     limitation,  the right of acceleration) shall be construed as a novation of
     this Guaranty or shall waive or prevent



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     the  subsequent  exercise of such  rights.  An express  waiver of any right
     shall  not be  construed  as a  waiver  of the  Lender's  right  to  insist
     thereafter upon strict compliance with the terms hereof. No exercise of any
     right by the Lender shall constitute or be deemed to constitute an election
     of remedies by the Lender precluding the subsequent  exercise by the Lender
     of any or all of the rights,  powers and remedies available to it hereunder
     or at law or in equity.  No course of  dealing of the Lender in  exercising
     any right,  power or privilege  under this Guaranty,  the Note or under any
     other Loan Document shall affect any other exercise  thereof or exercise of
     any other right, power or privilege.

2.   Representations and Warranties.


          (a)  Contained  in  the  Loan  Documents.  The  Guarantor  represents,
     warrants  and  certifies  to  the  Lender  that  the   representations  and
     warranties  made by the Borrower with respect to such  Guarantor  under the
     Note and the other Loan Documents are true and correct on the date hereof.


          (b) Corporate Existence.  The Guarantor is a corporation duly created,
     validly existing and in good standing under the laws of the State of Iowa.


          (c)  Power,  Authority  and  Binding  Effect.  The  Guarantor  has the
     corporate  power to execute  and  deliver  this  Guaranty  and the  persons
     executing  this  Guaranty  on  behalf  of  the  Guarantor  have  been  duly
     authorized so to do. This Guaranty constitutes the valid, legal and binding
     obligations of the Guarantor, enforceable in accordance with its terms.

3.   Covenants. The Guarantor hereby covenants to the Lender that:


          (a) Promptly upon becoming aware thereof, the Guarantor shall give the
     Lender  notice  of  (i)  the  commencement,  existence  or  threat  of  any
     proceeding  by or before any  Governmental  Authority  against or affecting
     Guarantor which, if adversely decided, would have a material adverse effect
     on  the  business,  operations,   condition  (financial  or  otherwise)  or
     prospects  of  the  Guarantor  or on its  ability  to  perform  obligations
     hereunder or (ii) any material adverse change in the business, opera tions,
     condition (financial or otherwise) or prospects of the Guarantor.


          (b)  The  Guarantor  shall  permit  such  persons  as the  Lender  may
     designate  to  examine  Guarantor's  books  and  records  relating  to  the
     Guarantor's  financial condition and take copies and extracts therefrom and
     to discuss  the  affairs of  Guarantor  with its  officers,  employees  and
     independent  accountants  at such  times  and as  often as the  Lender  may
     reasonably   request.   The  Guarantor  hereby  authorizes  such  officers,
     employees  and  independent  accountants  to  discuss  with the  Lender the
     affairs of the Guarantor.


          (c) The Guarantor  shall not dissolve,  merge or consolidate  with any
     other person or entity or sell,  transfer or otherwise  dispose of all or a
     substantial  part of its  assets,  and  shall  continue  to  engage  in its
     business  substantially  as currently  conducted and operated and shall not
     engage in any other business.


          (d) There shall be no change in the  ownership of the  Guarantor  from
     the date hereof.

4.   Effect of  Bankruptcy  Proceedings.  This  Guaranty  shall  continue  to be
     effective,  or be automatically  reinstated,  as the case may be, if at any
     time payment, in whole or in part, of any of the Guaranteed  Obligations is
     rescinded  or must  otherwise  be  restored  or returned by the Lender as a
     preference,  fraudulent  conveyance  or  otherwise  under  any  bankruptcy,
     insolvency or similar law, all as though such payment had not been made. If
     a default or an Event of Default  at any time  shall have  occurred  and be
     continuing and declaration of default or acceleration under or with respect
     to any of the Loan  Documents  shall at such time be prevented by reason of
     the  pendency  against  the  Borrower  of a case or  proceeding  under  any
     bankruptcy or insolvency  law, the Guarantor  agrees that,  for purposes of
     this  Guaranty  and  the  Guarantor's  obligations  hereunder,   such  Loan
     Documents  shall be deemed to have been declared in default or  accelerated
     with the same effect as if such Loan Documents had been declared in default
     and  accelerated in accordance  with the terms  thereof,  and the Guarantor
     shall  forthwith pay the  Guaranteed  Obligations  in full without  further
     notice or demand.




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5.   Further  Assurances.  From time to time upon the request of the Lender, the
     Guarantor shall promptly and duly execute,  acknowledge and deliver any and
     all such further instruments and documents as the Lender may deem necessary
     or desirable to confirm this Guaranty,  to carry out the purpose and intent
     hereof or to enable the Lender to enforce any of its rights hereunder.

6.   Notices.   All   notices,   requests,   demands,   directions   and   other
     communications  (collectively,  "notices")  under  the  provisions  of this
     Guaranty  shall be in  writing  and  shall be sent (i) by  first-  class or
     first-class express mail, certified with return receipt requested,  or (ii)
     by fax  with  confirmation  in  writing  mailed  first-class,  or  (iii) by
     guaranteed  overnight  delivery service with receipt  therefor,  or (iv) by
     hand, in all cases with charges prepaid, and any such properly given notice
     shall be  effective  when  received or when such  delivery is refused.  All
     notices shall be sent,

 If to the Lender:            International Investment Partners, Ltd.
                              80 Abbeyville Road
                              Lancaster, Pennsylvania 17603
                              Att'n: Brian Auchey
                              FAX: (717) 892-6788

 If to the Guarantor:        Steridyne Corporation
                             3725 Investment Lane
                             Riviera Beach, Florida 33404

                             Att'n: _________________________________
                              FAX: (___) ___-____

     or in accordance with the last unrevoked  written direction from such party
     to the other  party  hereto.  The Lender may rely on any notice  (including
     telephoned  communication)   purportedly  made  by  or  on  behalf  of  the
     Guarantor,  and shall have no duty to verify the  identity or  authority of
     the person giving such notice.

7.   Miscellaneous.

          (a).  Amendments.   This  Guaranty  cannot  be  amended,  modified  or
     terminated except by an instrument in writing signed by both parties.

          (b) Expenses;  Taxes;  Attorneys' Fees. The Guarantor agrees to pay or
     cause to be paid and to save the Lender harmless against  liability for the
     payment of all reasonable out-of-pocket expenses, including reasonable fees
     and expenses of counsel for the Lender, incurred by the Lender from time to
     time,  (i) in  connection  with the  preparation,  execution,  delivery and
     performance of this Guaranty or any other Loan  Document,  (ii) relating to
     any requested amendments, waivers or consents to this Guaranty or any other
     Loan  Document and (iii) in  connection  with the Lender's  enforcement  or
     preservation of rights under this Guaranty or any other Loan Document, (iv)
     in defense of any claim relating to or affecting any Loan Document, (v) the
     perfection of any liens on or security  interests in any collateral for the
     Note or this Guaranty,  and (vi) the preservation,  care and custody of any
     collateral  for the Note or this  Guaranty and the  collection of insurance
     proceeds or condemnation  awards related  thereto.  The Guarantor agrees to
     pay all stamp,  document,  transfer,  recording or filing taxes or fees and
     similar impositions now or hereafter determined by the Lender to be payable
     in  connection  with this  Guaranty  or any other Loan  Documents,  and the
     Guarantor hereby indemnifies and saves the Lender harmless from and against
     any and all present or future claims, liabilities or losses with respect to
     or  resulting  from any  omission to pay or delay in paying any such taxes,
     fees or  impositions.  All  amounts  payable  by the  Guarantor  under this
     paragraph  shall be paid  within  five (5) days after  demand by the Lender
     with  interest,  until paid, at the Default Rate, if any,  specified in the
     Note or, otherwise, at the rate of interest provided in the Note.

          (c)  Severability.  If any term or provision  of this  Guaranty or the
     application  thereof to any person or  circumstance  shall to any extent be
     invalid  or  unenforceable,   the  remainder  of  this  Guaranty,   or  the
     application  of such term or  provision to persons or  circumstances  other
     than  those  as to which  it is  invalid  or  unenforceable,  shall  not be
     affected  thereby,  and each term and provision of this  Guaranty  shall be
     valid and enforceable to the fullest extent permitted by law.




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          (d) Governing  Law. This Guaranty  shall be governed by, and construed
     in accordance with, the laws of the Commonwealth of Pennsylvania.

          (e) Time of Essence;  Duration;  Survival. Time is of the essence with
     respect to all of the  Guarantor's  obligations  under this  Guaranty.  All
     representations  and warranties of the Guarantor contained herein or in any
     other Loan  Document  or made in  connection  herewith or  therewith  shall
     survive the making,  execution  and delivery of this  Guaranty or the other
     Loan Documents,  any  investigation by the Lender or the making of any loan
     advance  under the Loan  Documents.  All  covenants  and  agreements of the
     Guarantor  contained herein or in any other Loan Document shall continue in
     full force and effect from and after the date hereof until  payment in full
     of all the Guaranteed Obligations.

          (f) WAIVER OF JURY TRIAL.  THE GUARANTOR  HEREBY  KNOWINGLY WAIVES ITS
     RIGHT TO TRIAL BY JURY IN ANY ACTION  BROUGHT BY OR AGAINST  THE  GUARANTOR
     RELATED  TO OR  ARISING  OUT OF  THIS  GUARANTY  OR ANY OF THE  OTHER  LOAN
     DOCUMENTS.

          (g) Successors and Assigns. This Guaranty shall apply to, inure to the
     benefit  of and  bind  each of the  parties  hereto  and  their  respective
     successors and assigns.

     IN WITNESS  WHEREOF,  the Guarantor has caused this Guaranty to be executed
by its duly authorized representative.




ATTEST:                                STERIDGYNE CORPORATION



 By /s/ Annalisa B.  Pegg              By /s/ Joseph R.  DelVecchio
------------------------               ------------------------------
                                        Name: Joseph R.  DelVecchio
                                        Title: Ex V.P. / COO