CONTINUING GUARANTY AGREEMENT



         WHEREAS, PHOTOMEDEX, INC., a Delaware corporation, (hereinafter

referred to as the "Guarantor") has agreed to guarantee the payment of all

credit heretofore or hereafter extended and all advances heretofore or hereafter

made by AMSOUTH BANK (hereinafter referred to as the "Bank") to SURGICAL LASER

TECHNOLOGIES, INC., a Delaware corporation (herein referred to as the

"Borrower"), and of all other Liabilities (as hereinafter defined) of the

Borrower to the Bank.



         NOW, THEREFORE, in consideration of the premises, the sum of Ten and

no/100 ($10.00) Dollars to the Guarantor in hand paid by the Bank, and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged by the Guarantor, and in order to induce the Bank to extend to the

Borrower from time to time such extensions of credit, advances and forbearances

as the Bank in its sole discretion may deem prudent and wise, the Guarantor

unconditionally and absolutely hereby guarantees the due and punctual payment to

the Bank when and as the same shall become due and payable (whether by

acceleration or otherwise) of the following (collectively, the "Liabilities");

all indebtedness, obligations and liabilities of the Borrower to the Bank of

every kind, character and description whatsoever, direct or indirect, absolute

or contingent, due or to become due, now existing or hereafter incurred,

contracted or arising, joint or several, liquidated or un-liquidated, regardless

of how they arise or by what agreement or instrument they may be evidenced or

whether they are evidenced by any agreement or instrument, and whether incurred

as maker, drawer, endorser, surety, guarantor or otherwise,



GUARANTY AGREEMENT                                                             1



<PAGE>



including without limitation obligations of the Borrower purchased by the Bank,

"Recovered Payments," as hereinafter defined, and obligations incurred in

connection with the issuance of a letter of credit, and any and all extensions

and renewals of all or any part of the same.



         The Guarantor further agrees that, in the event the Bank grants to the

Borrower one or more extensions or renewals of any of the Liabilities, or any

part thereof, or permits or requires any other modification in any of the terms

of the Liabilities, or any part thereof, in any manner which may be acceptable

to the Bank, with or without notice to the Guarantor, this guaranty shall, and

is hereby made to extend to and cover such extended, renewed or modified

Liabilities, on whatever terms and conditions the same may be extended, renewed

or modified, and without regard to the number of times or the manner in which

the same may have been or shall be extended, renewed or modified.



         The Guarantor further agrees (a) to pay any and all of the Liabilities

upon demand at any time after maturity thereof (whether by acceleration or

otherwise); (b) to be bound by all of the terms and provisions appearing on the

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