EXHIBIT 10.13

                                 LOAN AGREEMENT

This Loan  Agreement is made as of this 21st day of January 2000, by and between
Medical Technology & Innovations,  Inc., a Florida corporation, (the "Borrower")
and  International  Investment  Partners,  Ltd.,  a  Delaware  corporation  (the
"Lender").   All  current  and  future  subsidiaries  of  Medical  Technology  &
Innovations,  Inc. (the "Guarantors") shall guarantee the loan amount and pledge
all of their stock to the Lender.

                                    RECITALS

The  Borrower has applied to the Lender for a secured term loan in the amount of
One Million  Dollars and the Lender is willing to provide the  requested  credit
accommodation  to the  Borrower  upon the  terms  and  conditions  of this  Loan
Agreement  and upon the  granting by the  Borrower to the Lender of the security
interest, liens, guarantees and other assurances of payment provided for in this
Loan Agreement and the related documents bearing even date herewith.

NOW, THEREFORE, in consideration of the promises,  covenants,  and agreements of
the parties  hereinafter set forth,  and other good and valuable  consideration,
the receipt and adequacy of which is hereby acknowledged, the parties, intending
to be legally bound, agree as follows:

1.   Amounts  And Terms of Loan.  Subject  to all of the  terms  and  conditions
     hereof, the Lender agrees to lend to the Borrower,  or extend its credit on
     behalf of the Borrower, as follows:

     A. The Loan Amount.  Subject to the terms and conditions of this Agreement,
     the Lender hereby agrees to lend to the Borrower,  and the Borrower  hereby
     agrees to borrow from the Lender and repay the Lender or its  Assigns,  the
     amount of $1,000,000.00  (hereinafter called the "Loan"). The obligation of
     the  Borrower to repay the Loan shall be  evidenced  by a  promissory  note
     (hereafter called the "Note") of the Borrower in a form satisfactory to the
     Lender,  dated the date on which the Loan is made  (hereafter  known as the
     "Closing  Date")  payable  to the  order of the  Lender  in the  amount  of
     $1,000,000.00;

     B.  Term of the  Loan.  Notwithstanding  anything  contained  herein to the
     contrary, the Note shall be due and payable in full on January 21, 2005;


     C. Interest Rate.  Subject to the  alternatives for payment of interest set
     forth in subsection 1E, below,  interest  accruing on the Note shall be due
     and payable in arrears on the first day of month, commencing on February 1,
     2000 (the  "Interest  Payment  Date").  Unless the Default Rate (defined in
     subsection 1F) is applicable, the outstanding Principal balance of the Note
     shall bear interest at the rate of twelve percent (12%) per annum;

     D.  Repayment.  During  the  first  eighteen  (18)  months  of the Loan the
     Borrower will pay only interest monthly, commencing on the first day of the
     month following  receipt of such  $1,000,000.00  and execution of the Note,
     and  continuing  on the first day of the month  for  eighteen  (18)  months
     thereafter.  During  the  remainder  of the  loan,  the  Borrower  will pay
     principal,  amortized over twenty years  (balloon  payment at maturity) and
     interest  monthly,  commencing on the first day of the nineteenth month and
     continuing  on the  first  day of  the  month  for  forty-two  (42)  months
     thereafter.  The remaining balance, of principal and accrued interest shall
     be due and paid in full at the end of sixty  (60)  months  from the date of
     the Note.  All payments  shall be applied first to expenses,  then interest
     and then to principal.  All payments will be made promptly to the Lender at
     its address  specified in this Loan Agreement,  or at such other address as
     it may  designate in writing.  Any payment of principal or interest that is
     delinquent  by more than ten (10) days shall draw  interest  at the rate of
     eighteen percent (18%) per annum from the date due;

     E. Payment of Interest,  Alternatives.  Notwithstanding  anything contained
     herein to the  contrary,  the  Borrower may satisfy its  obligation  to pay
     interest due on any Interest  Payment Date (except the maturity date of the
     Loan) as follows:


          (1) By  payment  in  cash  on  each  Interest  Payment  Date  (and  at
          Maturity);



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          (2) Upon written notice to the Lender, which notice shall be given not
          less than five (5) business  days prior to the  Interest  Payment Date
          and  approval  by the Lender,  by adding an amount  equal to twice the
          amount  of the  interest  due  on the  Interest  Payment  Date  to the
          outstanding principal of the Loan;

     F. Default Interest.  Upon the occurrence of an Event of Default hereunder,
     the  Borrower  agrees  to pay to the  Lender,  without  notice  or  demand,
     interest  on the  unpaid  amounts  due  hereunder  at the rate of  eighteen
     percent  (18%) per annum (the  "Default  Rate"),  whether or not the Lender
     elects to accelerate the unpaid principal balance as a result of such Event
     of Default.  If judgment is entered against the Borrower on this Note, then
     the amount of the judgment entered (which may include principal,  interest,
     fees,  charges and costs) shall bear  interest at the Default Rate. If this
     Note is referred to an attorney for collection, whether or not judgment has
     been  confessed or suit has been filed,  the Borrower  shall pay all of the
     Lender's reasonable costs, fees (including,  but not limited to, reasonable
     attorneys' fees) and expenses resulting from such referral;

     G. Computation of Interest.  Interest accruing on the outstanding principal
     balance  hereunder  shall be computed on the basis of the actual  number of
     days elapsed in a year of 360 days;

     H.  Application of Interest.  All payments made hereunder  shall be applied
     first to unpaid expenses and charges payable hereunder, then to accrued and
     unpaid  interest,  and then to principal  (the  "Obligations"),  or in such
     other order or proportion as the Lender,  in the Lender's sole  discretion,
     may elect from time to time;


     I.  Voluntary  Prepayment.  The Borrower may prepay the Loan in whole or in
     part at any time without premium or penalty;

     J. Alternative for Repayment of the Loan. At any time, at the option of the
     Lender,  the  outstanding  principal  plus accrued and unpaid  interest and
     expenses  due may be paid in an amount of common  stock of the  Borrower at
     the  rate of one  share  for  every  four  cents  owed to the  Lender  (the
     "Conversion  Rate"). The Conversion Rate had been determined at the time of
     negotiations,  based upon the previous sixty day average  closing price per
     share of the  Borrower's  common  stock as quoted  on the  Over-The-Counter
     Bulletin  Board (OTC:  BB).  The  Conversion  Rate will be adjusted for all
     stock splits subsequent to this Loan Agreement;

     K. Use of  Proceeds.  The  Borrower  shall use the  proceeds  for  ordinary
     working capital purposes.

2.   Collateral. As security for and to guaranty the full and timely payment and
     performance of the  Obligations,  the Borrower hereby pledges,  assigns and
     grants to the Lender a security interest  (collectively  referred to as the
     "Security Interest") in the collateral described below (the "Collateral").

     A.  Guaranty.  Medical  Technology,  Inc. and  Steridyne  Corporation,  the
     subsidiaries  of the  Borrower,  shall each  provide a guaranty of the Loan
     (the "Guaranty"). The Borrower will deliver to the Lender all of the issued
     and  outstanding  capital  stock of the  Guarantors  as  collateral,  to be
     returned upon  repayment of the Loan in full.  In addition,  for all future
     subsidiaries of the Borrower or the Guarantors, similar Guaranty Agreements
     must be executed and all stock certificates  delivered to the Lender,  also
     to be returned upon repayment of the Loan in full.

     B. Mortgage.  The Guarantor  Steridyne  Corporation  shall duly execute and
     deliver  to the Lender a  Mortgage  creating a second  lien in favor of the
     Lender on property  commonly known as 3725 Investment Lane,  Riviera Beach,
     Florida 33404 (the "Mortgaged Property").



     C. Security  Agreement . The Borrower  shall  execute a Security  Agreement
     granting to the Lender a security  interest in all of the existing or after
     acquired personal property of the Borrower, including



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     all of the Borrower's accounts receivable,  inventory, furniture, fixtures,
     appliances motor vehicles,  machinery,  equipment and general  intangibles,
     including but not limited to any and all patents.

     D.  Financing  Statement.  The Borrower  shall deliver  executed  financing
     statements  describing the Collateral for filing in such  jurisdictions  as
     shall be necessary to give Lender a valid,  perfected  security interest in
     the Collateral which may be perfected by filing;

     E. Further Assurances.  The Borrower shall, at its cost and expenses, cause
     all  instruments  and  documents  given as  security  hereunder  to be duly
     recorded  where  necessary  in order to perfect and  protect  the  Lender's
     mortgage, liens, and security interests.

     F. Security Documents.  As used herein the term "Security  Documents" shall
     mean the Mortgage,  the  Guaranties,  the Security  Agreement and any other
     document  delivered  to  the  Lender  from  time  to  time  to  secure  the
     Obligations due under this Loan Agreement, as may be amended,  supplemented
     or restated from time to time.

3.   Conditions to Making the Loan.  The Lender's  willingness  to make the loan
     shall be  subject to the  condition  precedent  that the Lender  shall have
     received all of the following (the "Loan Documents"),  each in form and the
     substance satisfactory to the Lender:

     A. This Loan Agreement, properly executed by the Borrower;

     B. The Note, properly executed by the Borrower;

     C. The Security Agreement, properly executed by the Borrower;

     D. A  certificate  of the  Borrower's  Secretary  certifying  as to (1) the
     resolution  of the  Borrower's  directors,  and if required,  shareholders,
     authorizing the execution,  delivery and performance of the Loan Documents,
     (2) the  Borrower's  articles  of  incorporation  and  bylaws,  and (3) the
     signatures of the Borrower's  officers or agents  authorized to execute and
     deliver the Documents and other instruments, agreements and certificates on
     the Borrower's behalf;

     E.  (1)  The  Guaranties,  properly  executed  by the  subsidiaries  of the
     Borrower;   (2)  the  delivery  of  all  the  stock   certificates  of  the
     subsidiaries  of the  Borrower;  and (3)  the  Collateral  Mortgage  on the
     Mortgaged Property.

     F. All  representations  and warranties  contained herein shall be true and
     correct;

     G. No material adverse change in the financial condition of the Borrower or
     of the Guarantors shall have occurred and be continuing.

4.   Representations of the Borrower.  To induce the Lender to make the Loan and
     enter  into  the  Loan   Agreement,   the  Borrower   expressly  makes  the
     representations  and warranties set forth below. The Borrower  acknowledges
     the  Lender's  justifiable  right to rely upon  these  representations  and
     warranties.

     A.  Incorporation.  The Borrower is a corporation  duly organized,  validly
     existing  and in good  standing  under the laws of the State of Florida and
     has all requisite corporate power and authority to carry on its business as
     now being  conducted and to own and operate the  properties  and assets now
     owned or operated by it. The Borrower owns 100% of the outstanding stock of
     its subsidiaries.

     B.  Authority.  The Borrower has full power,  right and  authority to enter
     into and perform  its  obligations  under this  Agreement.  The  execution,
     delivery,  and  performance of this Agreement by the Borrower has been duly
     and properly  authorized  by proper  corporate  action in  accordance  with
     applicable  law and with the  Articles of  Incorporation  and Bylaws of the
     Borrower and this Agreement constitutes the valid and binding obligation of
     the Borrower enforceable in accordance with its terms.



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     C.  Non-Existence of Defaults.  The Borrower is not in default with respect
     to any of its existing indebtedness, and the making and performance of this
     Agreement and the Loan Documents will not immediately,  or with the passage
     of time, the giving of notice, or both: (1) violate any laws or result in a
     default under any  contract,  agreement or instrument to which the Borrower
     is a party or by which the Borrower or its  property is bound;  (2) violate
     the  provisions  of the  Articles or By-laws of the  Borrower and any other
     governing  document  of the  Borrower;  or (3)  result in the  creation  or
     imposition of any security interest in, or lien or encumbrance upon, any of
     the assets of the Borrower, except in favor of the Lender.



     D. Litigation. There are no actions, suits, investigations,  or proceedings
     pending  or, in the  knowledge  of the  Borrower,  threatened  against  the
     Borrower, or the assets of the Borrower,  except as specifically  disclosed
     in a writing:

          Stephen Angelillo has notified the Borrower and the Lender of possible
          litigation  in regards to the Purchase  Agreement  of Florida  Medical
          Industries Corporation.

     E.  Liabilities  or  Adverse  Changes.   The  Borrower  has  disclosed  all
     indebtedness and contingent liabilities known to the Borrower. The Borrower
     does not know of or expect any adverse  change in the assets,  liabilities,
     properties,  business or condition, financial or otherwise, of the Borrower
     due to this Agreement.

     F. Title to  Collateral.  The  Borrower  and its  subsidiaries  own all the
     Collateral,  free and clear except as indicated  here, and the title of the
     Borrower and its  subsidiaries  to all property,  which is submitted as the
     Collateral for the Loan,  shall be good and marketable.  The Lender's liens
     described herein shall constitute first and indefensible security interests
     of liens thereon, except to the extent that the Lender in advance expressly
     agrees in writing to the contrary.

     G. Validity,  Binding Nature and Enforceability of the Documents.  The Loan
     Documents executed by the Borrower are the valid and binding obligations of
     the Borrower,  fully  enforceable  against the Borrower in accordance  with
     their terms.

     H. Defaults  Under Other  Agreements.  There is not currently  existing any
     action, event or condition, which would constitute a default on the part of
     the Borrower under any other Loan Agreement.

     I. Taxes.  The  Borrower:  (a) has filed all  federal,  state and local tax
     returns  and other  reports  which the  Borrower is required by law to file
     prior to the date  hereof  and which are  material  to the  conduct  of the
     business  of the  Borrower;  (b) has paid or caused  to be paid all  taxes,
     assessments and other  governmental  charges that are due and payable prior
     to the date hereof;  and (c) has made adequate provision for the payment of
     such taxes,  assessments or other charges accruing but not yet payable. The
     Borrower has no knowledge of any  deficiency or additional  assessment in a
     materially  important  amount in connection with any taxes,  assessments or
     charges not provided for on the Borrower's books of account or reflected in
     the Borrower's financial reports or statements.


     J.  Compliance  with Laws. The Borrower has complied and will comply in all
     material  respects  with all  applicable  laws  with  respect  to:  (a) any
     restrictions,  specifications or other requirements  pertaining to products
     that the Borrower sells or to the services it performs;  (b) the conduct of
     its  business;  (c) the  use,  maintenance  and  operation  of the real and
     personal  properties  owned or leased by it in the conduct of its business;
     and (d) the  obtaining of all necessary  licenses and permits  necessary to
     engage in its business.

     K. Solvency. The Borrower will be solvent at the execution hereof and after
     closing,  after giving full effect to the Loan and all of its indebtedness.
     The Borrower  will maintain such solvent  financial  condition  giving full
     effect to all of its obligations, as long the Loan remains unsatisfied. The



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     Borrower has sufficient  capital to carry on its business and  transactions
     as now conducted and as planned in the future.

     L.  Environmental  Compliance.  The  Borrower  has  received  no notices or
     information, oral or in writing, from any Federal, State or Local authority
     or official that any of the Borrower's  property,  real or personal,  is in
     violation  of any existing  Federal,  State or Local,  environmental  laws,
     statutes,  ordinances,  rules  or  regulation,  and,  to  the  best  of the
     Borrower's  knowledge,  all of such  properties are in full compliance with
     said laws, statutes, ordinances, rules and regulations.

5.   Affirmative  Covenants.  The Borrower  covenants and agrees that, until the
     Loan is repaid in full, the Borrower shall:

     A. Financial Statements. Provide to the Lender updated financial statements
     and any other  financial  information on a monthly or other basis as may be
     required by the Lender;

     B.  Compliance  with  Laws.  Comply  in  all  material  respects  with  all
     applicable laws, rules, regulations and orders, such compliance to include,
     but not necessarily be limited to, the compliance with all applicable laws,
     rules, and regulations  pertaining to occupation of the Mortgaged  premises
     and the conduct of its business on the mortgaged premised and pertaining to
     the handling,  creating,  maintaining,  discharge,  spillage,  disposal, or
     reports of any substance or condition  relating to hazardous or toxic waste
     or  substances;  and the paying  before the same become  delinquent  of all
     taxes,  assessments,  and governmental  charges and fees imposed upon it or
     upon its property except to the extent contested in good faith upon written
     notice to the Lender;


     C.  Insurance.  Keep all of its properties  and the  Collateral  insured in
     amounts  approved by the Lender,  at all times  against  damage by fire and
     other hazards;  maintain  adequate  insurance at all times with responsible
     insurance carriers, approved by the Lender, against liability on account of
     damage  to  persons,  and  property  and  under  all  applicable  workmen's
     compensation  laws;  and maintain  adequate  insurance  covering such other
     risks as the Lender may reasonably require. All insurance policies shall be
     endorsed  to include the Lender as  additional  loss  payee.  The  Borrower
     shall,  from time to time, upon request of the Lender,  promptly furnish or
     cause to be furnished,  evidence, in form and substance satisfactory to the
     Lender,  of  the  maintenance,  to  include  proof  of the  payment  of all
     applicable premiums, of all insurance required;


     D. Records.  Keep adequate records and books of account,  in which complete
     entries  will be made in  accordance  with  generally  accepted  accounting
     principals  consistently applied,  reflecting all financial transactions of
     the Borrower.


6.   Negative  Covenants.  The Borrower  covenants  and agrees  that,  until the
     Obligations are paid in full, the Borrower and the Guarantors shall not:


     A. Dividends. Declare or pay any dividends on its Common or Preferred Stock
     without the written consent of the Lender;


     B. Issuance of Stock. Issue or enter into any agreement to issue any Common
     or Preferred  Stock,  including  options and warrants,  without the written
     consent of the Lender, which consent shall not be unreasonably withheld.

7.   Events of Default.  The  occurrence  of any of the  following  events shall
     constitute an Event of Default and shall entitle the Lender to exercise the
     Lender's  rights and remedies  under this Loan  Agreement,  any of the Loan
     Documents or its Obligations:

     A. Default in the  repayment of the Loan's  principal or interest or on any
     portion thereof when due, time being strictly of the essence;

     B. Default in payment of any of the Obligations when due and payable;

     C. A  material  breach of or  default  by the  Borrower  under  the  terms,
     covenants and conditions of the Borrower contained in this Loan Agreement;



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     D. A material breach of or default of any of the Security Documents;


     E. The  Borrower,  any  Guarantor,  or any wholly owned  subsidiary  of the
     Guarantors  of the Loan shall be or become  insolvent,  or admit in writing
     its inability to pay its debts as they mature,  or make any  assignment for
     the benefit of creditors;  or the Borrower,  any  Guarantor,  or any wholly
     owned subsidiary of any Guarantor of the Loan shall apply for or consent to
     the appointment of any receiver,  trustee, or similar officer for it or for
     all or any substantial part of its property;  or such receiver,  trustee or
     similar  officer shall be appointed  without the  application or consent of
     the  Borrower,  such  Guarantors,  or any wholly  owned  subsidiary  of any
     Guarantor of the Loan, as the case may be; or the Borrower,  any Guarantor,
     or any wholly owned subsidiary of any Guarantor of the Loan shall institute
     (by petition,  application,  answer,  consent or otherwise) any bankruptcy,
     insolvency, reorganization, arrangement, readjustment of debt, dissolution,
     liquidation  or  similar  proceeding  relating  to it under the laws of any
     jurisdiction;  or any such  proceeding  shall be  instituted  (by petition,
     application or otherwise) against the Borrower, any such Guarantor,  or any
     wholly owned  subsidiary  of any  Guarantor of the Loan;  or any  judgment,
     writ, warrant of attachment or execution or similar process shall be issued
     or levied against a substantial  part of the property of the Borrower,  any
     Guarantor, or any wholly owned subsidiary of any Guarantor of the Loan;

     F. A petition  shall be filed by or against the Borrower,  any Guarantor or
     against  any wholly  owned  subsidiary  of any  Guarantor  under the United
     States  Bankruptcy Code naming the Borrower or any Guarantor or such wholly
     owned subsidiary as debtor;

     G. The  Borrower  shall  liquidate,  dissolve,  terminate  or  suspend  its
     business  operations  or  otherwise  fail to operate  its  business  in the
     ordinary course,  or sell all or substantially  all of its assets,  without
     the Lender's prior written consent.

8.   Rights and Remedies.  Upon the  occurrence of an Event of Default or during
     any period of time  beginning on the date when an Event of Default  occurs,
     the Lender may exercise any or all of the following rights and remedies:

     A. The Lender may, by notice to the Borrower, declare the Obligations to be
     forthwith due and payable,  whereupon all  Obligations  shall become and be
     forthwith due and payable, without presentment, notice of dishonor, protest
     or further notice of any kind, all of which the Borrower  hereby  expressly
     waives;

     B. The Lender may  exercise  and  enforce  any and all rights and  remedies
     available upon default to a secured party under the Uniform Commercial Code
     as in effect  from time to time in the state  whose laws shall  govern this
     Agreement,  or in any  other  state  whose  laws  are held to  govern  this
     Agreement or any portion thereof, including,  without limitation, the right
     to take without  judicial  process or by judicial  process (without a prior
     hearing or notice thereof,  which the Borrower hereby expressly waives) and
     the  right  to  sell,  lease  or  otherwise  dispose  of  any or all of the
     Collateral,  and, in  connection  therewith,  the  Borrower  will on demand
     assemble the  Collateral  and make it available to the Lender at a place to
     be designated by the Lender which is reasonable convenient to both parties;

     C. The Lender may exercise  and enforce its rights and  remedies  under the
     Loan Documents;  Notwithstanding  the foregoing,  upon the occurrence of an
     Event of Default,  the  Obligations  shall be  immediately  due and payable
     automatically without presentment, demand, protest or notice of any kind.

9.   Miscellaneous.

     A. Indemnity.  The Borrower  agrees to indemnify,  defend and hold harmless
     the  Lender,  its  affiliates,  successors,  and  all  present  and  future
     officers, directors,  employees, attorneys and agents of the foregoing (the
     "Indemnitees")  from  and  against  any  of  the  following  (collectively,
     "Indemnified Liabilities"):



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          (1) any and all transfer  taxes,  documentary  taxes,  assessments  or
          charges made by any governmental  authority by reason of the execution
          and delivery of the Loan Documents or the making of the Loan;

          (2)  any  claims,  loss or  damage  to  which  any  Indemnitee  may be
          subjected if any representation or warranty contained herein proves to
          be  incorrect  in any respect or as a result of any  violation  of the
          covenant contained herein;

          (3)  any  and  all  other  liabilities,  losses,  damages,  penalties,
          judgments,  suits,  claims,  costs and  expenses of any kind or nature
          whatsoever  (including,  without  limitation,  the reasonable fees and
          disbursements  of counsel) in  connection  with the  foregoing and any
          other investigative,  administrative or judicial proceedings,  whether
          or not such Indemnitee shall be designated a party thereto,  which may
          be imposed on, incurred by or asserted against any such Indemnitee, in
          any  manner  related to or arising  out of or in  connection  with the
          making of the Loan and the Loan  Documents  or the use or intended use
          of the proceeds of the Loan.


               2. If any  investigative,  judicial or administrative  proceeding
               arising  from  any  of  the  foregoing  is  brought  against  any
               Indemnitee,  upon such  Indemnitee's  request,  the Borrower,  or
               counsel  designated  by  the  Borrower  and  satisfactory  to the
               Indemitee, will resist and defend such action, suit or proceeding
               to the extent and in the manner  directed by the  Indemnitee,  at
               the Borrower's  sole cost and expense.  Each  Indemnitee will use
               its best  efforts to cooperate in the defense of any such action,
               suit or  proceeding.  If the foregoing  undertaking to indemnify,
               defend and hold harmless may be held to be unenforceable  because
               it  violates  any  law  or  public  policy,  the  Borrower  shall
               nevertheless  make the  maximum  contribution  to the payment and
               satisfaction  of each of the  Indemnified  Liabilities  which  is
               permissible under applicable law. The Borrower's Obligation under
               this  paragraph  shall  survive  the  termination  of  this  Loan
               Agreement and the discharge of the Borrower's  other  Obligations
               hereunder.


     B. Survival. The terms,  conditions,  and covenants set forth herein and in
     the Loan Documents shall survive closing and shall  constitute a continuing
     obligation  of  the  Borrower   during  the  course  of  the   transactions
     contemplated  herein.  The  Obligations  of the  Borrower  under  this Loan
     Agreement  shall remain in effect so long as any Obligation is outstanding,
     unpaid, or unsatisfied between the Borrower and the Lender.


     C. Binding  Effect,  Assignment or Transfer.  This Loan Agreement  shall be
     binding upon,  and inure to the benefit of, the parties,  their  successors
     and assigns.  Notwithstanding  the foregoing to the contrary,  the Borrower
     shall not have the right to assign its rights  hereunder,  or any  interest
     herein,  without the Lender's  prior written  consent.  The interest of the
     Lender is transferable,  subject to applicable limitations. The Lender will
     submit to the Borrower  and to all other such Lenders a written  instrument
     of transfer  duly  executed by the Lender or the Lender's  duly  authorized
     attorney  and the  surrender  to Borrower  for transfer of the Note held by
     such  Lender.  Thereupon,  the  Borrower  will issue a new Note in the same
     aggregate  principal  amount as the Note  surrendered  for  transfer to the
     designated transferee or transferees.


     D. Pennsylvania Law Governs.  This Loan Agreement shall be governed by, and
     construed and enforced in accordance  with, the laws of the Commonwealth of
     Pennsylvania.


     E. Entire Agreement. This Loan Agreement and the Loan Documents contain the
     final and entire agreement and understanding of the parties,  and any terms
     and  conditions not set forth in this Loan Agreement and the Loan Documents
     are not part of either  this Loan  Agreement  or the  understanding  of the
     parties hereto.




<PAGE>




     F. Severability.  Any provision of this Loan Agreement, which is prohibited
     or unenforceable, shall be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof.


     G. Amendment. This Loan Agreement may be amended or altered only in writing
     signed by the parties to be bound by the change or alteration.

     H.  Notices.  All  notices,  requests,  consents,  and other  communication
     hereunder  shall be in writing  and shall be mailed  first  class,  postage
     prepaid, to the respective party at the following addresses:

          (1) To the Borrower at:

                               Medical Technology & Innovations, Inc.
                               3725 Investment Lane
                               Riviera Beach, Florida  33404

          (2) To the Lender at:

                               International Investment Partners, Ltd.
                               80 Abbeyville Road
                               Lancaster, Pennsylvania  17603

The date of service of such notice  shall be 3 days after the date of mailing if
sent by first class mail.

IN WITNESS WHEREOF, the parties have set their hands and seals as of the day and
year first above written.

              MEDICAL TECHNOLOGY & INNOVATIONS, INC.

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


              INTERNATIONAL INVESTMENT PARTNERS, LTD.

              By /s/ Brian A.  Auchey
              ------------------------------
              Name: Brian A.  Auchey
              Title: Vice President