EXHIBIT 10.50


                                                                    April 1,1999


To:      THE CIT GROUP/BUSINESS CREDIT, INC.
         1211 Avenue of the Americas
         New York, New York 10036



                                    GUARANTY

                     Re: Uniroyal Engineered Products, Inc.
                                 (the "Company")

                         Address: 2 North Tamiami Trail
                          Sarasota, Florida 34236-5568

Gentlemen:

         Reference is made to that  certain  Financing  Agreement  dated June 5,
1996,  as amended  (herein  the  "Agreement")  between  you and the  above-named
Company. The undersigned (herein "Guarantor") hereby unconditionally  guarantees
and agrees to be liable for the full and  indefeasible  payment and  performance
when due of all now existing and future indebtedness, obligations or liabilities
of the Company to you, howsoever arising,  whether direct or indirect,  absolute
or contingent,  secured or unsecured, whether arising under the Agreement as now
written or as amended  or  supplemented  hereafter,  or by  operation  of law or
otherwise,  including,  without  limitation,  all Obligations (as defined in the
Agreement)  of the  Company to you.  Further  Guarantor  agrees to pay to you on
demand  the  amount  of all  expenses  (including  reasonable  attorney's  fees)
incurred by you in  collecting  or  attempting  to collect any of the  Company's
obligations to you, whether from the Company, or from any other obligor, or from
the  Guarantor,  or in  realizing  upon any  collateral;  and  agrees to pay any
interest at the highest  lawful  rate on all amounts  payable to you  hereunder,
even  if  such  amount  cannot  be  collected  from  the  Company.  (All  of the
aforementioned obligations,  liabilities,  expenses and interest are hereinafter
collectively  called the  "Obligations").  To the extent you receive  payment on
account of Obligations  guaranteed hereby, which payment is thereafter set aside
or required to be repaid by you in whole or in part,  then, to the extent of any
sum not finally  retained by you  (regardless  of whether  such sum is recovered
from you by the Company,  its trustee,  or any other party acting for, on behalf
of or through the Company or its representative),  the Guarantor's obligation to
you under this Guaranty, as amended,  modified or supplemented,  shall remain in
full force and effect (or be reinstated) until the Guarantor has made payment to
you therefor, which payment shall be due upon demand.

         This  Guaranty  is executed  as an  inducement  to you to make loans or
advances  to  the  Company  or   otherwise   to  extend   credit  or   financial
accommodations  to the  Company,  or to  enter  into  or  continue  a  financing
arrangement with the Company,  and is executed in consideration of your doing or
having done any of the  foregoing.  Guarantor  agrees that any of the  foregoing
shall be done or extended by you in your sole discretion, and shall be deemed to
have been done or extended by you in  consideration  of and in reliance upon the
execution of this Guaranty, but that nothing herein shall obligate you to do any
of the foregoing.

         Notice of acceptance of this Guaranty, the making of loans or advances,
or the  extension of credit under the  Agreement,  the  amendment,  execution or
termination  of the Agreement or any other  agreements in connection  therewith,
and presentment,  demand,  protest, notice of protest, notice of non-payment and
all other notices to which the  Guarantors  may be entitled  (whether under this
Guaranty  or the  Agreement),  and your  reliance  on this  Guaranty  are hereby
waived.  Guarantor  also waives notice of; changes in terms or extensions of the
time of payment,  the taking and releasing of  collateral or guarantees  and the
settlement,  compromise or release of any Obligations, and agree that, as to the
Guarantor,  the amount of the Obligations  shall not be diminished by any of the
foregoing.  Guarantor  also  agrees  that you need not  attempt to  collect  any
Obligations  from any other obligor or to realize upon any  collateral,  but may
require the Guarantor to make  immediate  payment of Obligations to you when due
or at any time  thereafter.  You shall  not be liable  for  failure  to  collect
Obligations or to realize upon any collateral or security therefor,  or any part
thereof,  or for any delay in so doing, nor shall you be under any obligation to
take any action whatsoever with regard thereto.

         This Guaranty is absolute, unconditional and continuing,  regardless of
the validity, regularity or enforceability of any of the Obligations or the fact
that a security  interest or lien in any collateral or security therefor may not
be  enforceable  by you or may  otherwise  be subject to equities or defenses or
prior  claims in favor of others or may be invalid or  defective  in any way and
for any reason,  including any action, or failure to act, on your part.  Payment
by the Guarantor shall be made to you at your office from time to time on demand
as Obligations  become due, and one or more successive or concurrent actions may
be brought hereon against the Guarantor either in the same action or in separate
actions.  In the event any claim or action, or action on any judgment,  based on
this Guaranty,  is made or brought against the Guarantor,  the Guarantor  agrees
not to assert  against  you any  set-off or  counterclaim  which the Company may
have, and,  further,  the Guarantor  agrees not to deduct,  set-off,  or seek to
counterclaim  for or recoup,  any amounts which are or may be owed by you to the
Guarantor,   or  for  any  loss  of  contribution   from  any  other  guarantor.
Furthermore,  in any  litigation  based on the  Guaranty  in  which  you and the
Guarantor shall be adverse  parties,  the Guarantor  hereby waives trial by jury
and  waive  the  right to  interpose  any  defense  based  upon any  Statute  of
Limitations  or any claim of laches and waive the  performance of each and every
condition  precedent to which the Guarantor  might otherwise be entitled by law.
The Guarantor  hereby consents to the in personam  jurisdiction of the courts of
the State of New York.  In the  event  that you bring any  action or suit in any
court of record of New York State or the  Federal  Government  to enforce any or
all  liabilities of the Guarantor  hereunder,  service of process may be made on
the  Guarantor by mailing a copy of the summons to the  Guarantor at the address
below set forth.

         All sums at any time to the credit of the Guarantor and any property of
the Guarantor on which you at any time have a lien or security  interest,  or of
which you at any time have  possession,  shall secure payment and performance of
all  Obligations  and any and all  other  obligations  of the  Guarantor  to you
however   arising.   The   Guarantor   shall  have  no  right  of   subrogation,
indemnification  or recourse to any  Obligations  or  collateral  or  guarantees
therefor, or to any assets of the Company.

         Upon the occurrence of any of the following events:

         (1)      any Event of Default under, or termination of, the Agreement;

         (2)      failure of any of the  Guarantor  to  observe  or perform  any
                  agreements, warranties or covenants contained herein; or

         (3)      (a) dissolution or cessation of the Guarantor's business;

                  (b) calling of a meeting of the creditors of the Guarantor for
                  the purposes of compromising the debts of such Guarantor;

                  (c) failure of the Guarantor to meet its debts as they mature;

                  (d)   commencement   by  the  Guarantor  of  any   bankruptcy,
                  insolvency,  arrangement,   reorganization,   receivership  or
                  similar   proceeds   under   federal  or  state  law   (herein
                  collectively "Insolvency Proceeding");

                  (e)  commencement  of any  Insolvency  Proceeding  against the
                  Guarantor,  then, in the case of event (1) above the liability
                  of the Guarantor for the entire  Obligations shall mature, and
                  in the case of events  (2) and  (3)(a)  through  (e) above the
                  liability  of the  Guarantor  with respect to which such event
                  relates for the entire  Obligations  shall  mature even if the
                  liability of the Company therefor does not.


         This  Guaranty may be  terminated  as to the  Guarantor  only as of any
Anniversary Date (as defined in the Agreement) and then only upon actual receipt
by one of your  officers of at least  ninety (90) days prior  written  notice of
termination  sent by registered or certified mail;  provided  however,  that the
Guarantor so terminating  this Guaranty shall remain bound  hereunder,  and this
Guaranty  shall  continue in full force and effect,  with respect to any and all
Obligations  created or arising prior to the effective date of such  termination
and with respect to any and all extensions,  renewals or  modifications  of said
pre-existing  Obligations.  This is a continuing agreement and written notice as
above provided shall be the only means of termination,  notwithstanding the fact
that for certain periods of time there may be no Obligations owing to you by the
Company.

         Your books and records  showing the account between you and the Company
shall be admissible in evidence in any action or proceeding as prima facie proof
of the items therein set forth. Your monthly statements  rendered to the Company
shall be binding  upon the  Guarantor  (whether  or not the  Guarantor  received
copies  thereof)  and shall  constitute  an account  stated  between you and the
Company  unless you shall have  received a written  statement  of the  Company's
exceptions  within  thirty  (30) days  after  the  statement  was  mailed to the
Company.

         The  Guarantor  expressly  waives  any and all  rights of  subrogation,
reimbursement,  indemnity, exoneration, contribution or any other claim which it
may now or hereafter  have  against the Company or any other person  directly or
contingently liable for the Obligations guaranteed hereunder, or against or with
respect to the  Company's  property  (including,  without  limitation,  property
collateralizing   its   Obligations  to  you)  arising  from  the  existence  or
performance of this Guaranty.

         This Guaranty  embodies the whole  agreement of the parties and may not
be  modified  except in  writing,  and no course of dealing  between you and the
Guarantor shall be effective to change or modify this Guaranty.  Your failure to
exercise any right  hereunder shall not be construed as a waiver of the right to
exercise  the same or any other  right at any  other  time and from time to time
thereafter,  and such  rights  shall be  considered  as  cumulative  rather than
alternative.  No  knowledge of any breach or other  nonobservance  by any of the
Guarantors  of the terms and  provisions  of this  Guaranty  shall  constitute a
waiver thereof, nor a waiver of any obligations to be performed by the Guarantor
hereunder.

         This  Guaranty may be assigned by you and shall be for your benefit and
for the benefit of any of your  assignees  or  transferees,  and shall cover any
Obligations owed to you at the time of assignment or transfer as well as any and
all future  Obligations,  loans,  advances or  extensions  of credit made to the
Company by, or otherwise owed by the Company to, such assignee or transferee.


This  instrument is executed and given in addition to, and not in  substitution,
reduction, replacement, or satisfaction of, any other endorsements or guarantees
of the  Obligations,  now  existing or  hereafter  executed by any or all of the
Guarantors or others in your favor.

         When used in this agreement,  all pronouns shall,  wherever applicable,
be deemed to include the singular and plural as well as the masculine, feminine,
and neuter  genders.  This  agreement  shall inure to the  benefit of you,  your
successors and assigns and any parent,  subsidiary or affiliate of yours;  shall
be  binding  upon the  Guarantor  and upon the  successors  and  assigns  of the
Guarantor; and shall pertain to the Company and its successors and assigns.

         This  Guaranty may be executed in any number of  counterparts,  each of
which when so executed shall be deemed an original and such  counterparts  shall
together constitute but one and the same document.

         This Guaranty shall be governed by and construed in accordance with the
laws of the State of New York.

         IN WITNESS  WHEREOF the  Guarantor  has  executed  and  delivered  this
Guaranty effective as of the date above set forth.

                                                UNIROYAL TECHNOLOGY CORPORATION


                                                By:/s/  Robert L. Soran
                                                Title:  President