EXHIBIT 10.1 




EMPLOYMENT AGREEMENT 



        This
agreement, effective as April 1, 2008 and executed on July 29, 2008 (the “Agreement”)
is made by and between MTS MEDICATION TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), and TODD E. SIEGEL, a resident of the State of Florida (the “Executive”).  




BACKGROUND 



        The
Company desires to employ the Executive as the Company’s Chief Executive Officer,
and the Executive desires to accept employment with the Company on the terms and
conditions set forth below.  




TERMS 



	1. 	 	Employment. 






	  	a.  	  	The
Executive agrees to accept employment with the Company, or one or more of the Company’s
subsidiary corporations, to render the services specified in this Agreement subject to
the terms and conditions of this Agreement. All compensation paid to the Executive by the
Company or any subsidiary of the Company, and all benefits and perquisites received by
the Executive from the Company or any of its subsidiaries, will be aggregated in
determining whether the Executive has received the compensation and benefits provided for
herein.  





	  	b.  	  	Term.  
The term of this contract will commence on April 1, 2008 and will
terminate March 31, 2013, (the “Term”) unless the Agreement
is terminated earlier as provided for in this Agreement. The
Agreement will automatically renew for successive one-year periods
unless either party provides written notice of its decision not to
extend the Term to the other party thirty (30) days prior to the
termination of the Agreement.  





	2. 	 	Duties. 





	  	a.  	  	General
Duties. The Executive shall serve as President and Chief
Executive Officer of the Company and shall continue to serve in those
positions, with duties and responsibilities that are customary for
such executives including, without limitation, ultimate
responsibility for managing the Company, subject to the authority of
the Board.  





	 	b. 	Full
Time Employment.   The Executive agrees to devote his full time and best effort to the
successful functioning of the Company and agrees that he will faithfully and
industriously perform all the duties pertaining to his office and position as President
and Chief Executive Officer, including, but not limited to, all aspects as set forth in
this Agreement; in accordance with the policies established by the Board from time to
time to the best of his ability, experience and talent and in a manner satisfactory to
the Company. Further, the Executive shall devote his full business time and energy to the
business, affairs and interests of the Company and its subsidiaries, and matters related
thereto.  





	 	c.	Certain
Permissible Activities.   If expressly approved in advance by the
Company in writing, the Executive may serve as a director of another
non-competing company. The Executive may also (i) make and manage
personal business investments of his choice, (ii) teach at
educational institutions and deliver lectures, and (iii) serve in any
capacity with any civic, educational or charitable organization, or
any governmental entity or trade association without seeking or
obtaining approval by the Company so long as such activities and
service do not materially interfere or conflict with the performance
of his duties under this Agreement.  






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	3. 	 	Compensation
and Expenses.  





	  	a.  	Base
Salary.  In consideration for the services rendered by the Executive
for the period April 1, 2008 through March 31, 2013, under this
Agreement, the Company will pay the Executive an annual base salary
in the total, gross amount of $310,246.56 (the “Base Salary”),
payable in equal installments no less than semi-monthly.  





	  	b.  	Base
Salary Adjustment. The Board will have the sole discretion to
annually increase the Base Salary. It is expressly understood that
the Company is under no obligation to change the Executive’s
salary during the term of this Agreement. The Board will not decrease
the Base Salary unless the Executive agrees in advance to the
proposed decrease.  





	  	c.  	Bonus.  
During the Term of this Agreement, the Executive will be eligible to
receive bonus compensation in accordance with and on such terms as
recommended by the Compensation Committee and approved by the Board,
which may include both annual and/or long term incentive bonuses.  





	  	d.  	Expenses.  
In addition to any compensation paid to the Executive pursuant to
Section 3, the Company will reimburse, or advance funds to, the Executive for
all reasonable, ordinary, and necessary travel or entertainment
expenses incurred by him during the Term of this Agreement in
accordance with the Company’s then-current policy.  





	4. 	 	Benefits.  





	  	a.  	Vacation.  
During the Term during of this Agreement, the Executive will be
entitled to 20 vacation days annually (which will accrue and vest,
except as set forth below on each April 1st) without loss of
compensation or other benefits to which he is entitled under this
Agreement.  





	  	  	The Executive will
take his vacation at such times as the Executive may select and the affairs of the
Company or any of its subsidiaries or affiliates may permit.  





	  	  	If the
Executive is unable to take all of his vacation days during a year for which he becomes
vested, then the Executive, at his sole option, may elect (a) to carry over any unused
vacation to the next calendar year to be used solely in that next year or (b) to receive
an appropriate pro rata portion of his Base Salary corresponding to the year in which the
vacation days vested.  





	  	b.  	Employee
Benefit Programs.   In addition to the compensation to which the
Executive is entitled pursuant to the provisions of Section 3 of this
Agreement, during the Term the Executive is eligible to participate
in any stock option plan, stock purchase plan, pension or retirement
plan, insurance or other employee benefit plan that is maintained at
that time by the Company for its senior executive employees,
including programs of life, disability, basic medical and dental,
supplemental medical and dental insurance.  





	  	  	Notwithstanding any
provision of this Agreement to the contrary, the Company will not be obligated to provide
the Executive with any of the benefits contained in this Section 4 (b) if the Executive,
for any reason, is or becomes uninsurable with respect to coverage relating to any such
benefit(s).  





	  	c.  	Automobile
Allowance.  During the Term of this Agreement, the Company will
pay the Executive an additional $750.00 per month as an automobile
allowance.  





	  	d.  	Financial
and Tax Planning.   As additional consideration for the services
provided by the Executive under this Agreement, the Company will
reimburse the Executive for personal financial planning, tax
preparation services, and accounting and legal fees related to such
financial and tax planning, up to a maximum of $3,000 per year during
the Term of the Agreement.  






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	5. 	   	Termination.  





	  	a.  	Termination
for Cause.   The Company may terminate the Executive’s
employment pursuant to this Agreement at any time for Cause and the
termination will become effective immediately at the time the Company
provides written notice to the Executive. If the Company decides to
terminate the Executive’s employment under this Agreement for
Cause, the Company will have no further obligations to make any
payments to the Executive under this Agreement, except that the
Executive will receive any unpaid accrued Base Salary through the
date of termination of employment. Upon termination for Cause, the
Executive will not be entitled to any annual bonus or long-term
incentive bonus payments other than those becoming due and payable
prior to the termination date. For purposes of this Agreement, the
term “Cause” will mean:  





	  	(i)  	  	The
Executive’s commission of any crime involving dishonesty, or moral
turpitude;  





	  	(ii)  	  	Misconduct,
including but not limited to, insubordinate behavior, by the
Executive in the performance of his job duties and responsibilities;  





	  	(iii)  	  	Conduct
by the Executive that has a material adverse effect on the Company or
that would prevent the Executive from being able to adequately
perform his job duties and responsibilities;  





	  	(iv)  	  	The
Executive’s material failure to adequately perform his duties and
responsibilities as such duties and responsibilities are, from time
to time, in the Company’s absolute discretion, determined and
after thirty (30) days written notice and thirty (30) days to cure
such breach; or  





	  	(v)  	  	The
Executive’s material breach of any of this Agreement or the
Company’s established operating policies and procedures as
determined in the Company’s absolute discretion and after thirty
(30) days written notice, and thirty (30) days to cure such breach.  





	  	b.  	Death
or Disability.   This Agreement and the Company’s obligations
under this Agreement will terminate upon the death or total
disability of the Executive. For purposes of this Section 5(b), “total
disability” means that for a period of six consecutive months
the Executive is incapable of substantially fulfilling the duties set
forth in this Agreement because of physical, mental or emotional
incapacity as determined by an independent physician mutually
acceptable to the Company and the Executive. If the Agreement
terminates due to the death or disability of the Executive, the
Company will pay the Executive or his legal representative any unpaid
accrued Base Salary through the date of termination of employment
(or, if terminated as a result of a disability, until the date upon
which the disability policy maintained pursuant to Section 4 (b) (ii)
begins payment of benefits) plus any other compensation that may be
earned and unpaid. If the Agreement is terminated because of death or
disability of the Executive, any financial obligations that the Executive may
owe the Company will be deducted from any accrued, but unpaid salary
or other compensation and the remainder of the financial obligation
will be forgiven.  





	  	c.  	Voluntary
Termination.  The Executive may elect to terminate this Agreement
by delivering written notice to the Company sixty (60) days prior to
the date on which termination is elected. If the Executive
voluntarily terminates his employment the Company will have no
further obligations to make payments under this Agreement, except
that the Company will pay to the Executive any unpaid accrued Base
Salary through the date of voluntary termination of employment. The
Executive will not be entitled to any annual bonus or long-term
incentive bonus payments other than those earned or becoming due and
payable prior to the voluntary termination date.  






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	  	d.  	 Termination
Without Cause.   If the Executive is terminated for any reason
other than by death, disability, for Cause, or due to the Executive’s
voluntary resignation of employment, the Company will have no further
obligation to make payments under this Agreement, except that the
Company will pay to the Executive two (2) years Base Salary in one
lump sum payment within sixty (60) days after the effective date of
the termination of the Executive’s employment. The Company will
also pay to the Executive, in one lump sum payment within sixty (60)
days after the effective date of the termination of the Executive’s
employment, any long-term incentive bonus or other bonus earned prior
to the Executive’s termination.  





	6. 	  	Discoveries,
Inventions, Improvements and Other Intellectual Property.  The Executive
acknowledges that all worldwide rights to each discovery, invention or improvement which
the Executive or the Company may develop, in whole or in part, during the term of this
Agreement, whether patented or unpatented, including all patents, copyrights, trade
secrets and other proprietary rights in or related thereto, which (i) relate to
methods, apparatus, designs, products, processes or devices sold, leased, used or under
construction or development by the Company; or (ii) relate to computer programs or other
intellectual property, forms, policies, procedures, manuals, etc.; or (iii) otherwise
relate to or pertain to the business, functions or operations of the Company or its
subsidiaries; and (iv) arise (wholly or in part) from the efforts of the Executive during
the term hereof, will be the exclusive property of the Company, regardless of whether
such discoveries, inventions, improvements and other intellectual property was developed
or worked on while the Executive was engaged in employment or whether the Executive
developed or worked on such intellectual property on the Executive’s own time. The
Company will own all rights to any copy, translation, modification, adaptation or
derivation thereof and any product based thereon. The Executive shall communicate
promptly and disclose to the Company, in such form as the Company requests, all
information, details and data pertaining to the aforementioned discoveries, inventions
and improvements; and, whether during the term hereof or thereafter, the Executive shall
execute and deliver to the Company such formal transfers and assignments and such other
papers and documents as may be required of the Executive to permit the Company or any
person or entity designated by the Company to file and prosecute the patent applications
and, as to copyrightable material, to obtain copyright thereon. Any invention by the
Executive within six (6) months following the termination of employment under this
Agreement shall be deemed to fall within the provisions of this Section 6 unless
proved by clear and convincing evidence by the Executive to have been first conceived and
made following such termination. The Executive acknowledges that a violation of this
paragraph would lead to irreparable injury to the Company for which monetary damages
could not adequately compensate and further acknowledges that in the event of such a
breach, the Company shall be entitled to injunctive relief along with other such remedies
the Company may have.  






	7.	 	Restrictive
Covenants.  





	  	a.  	Competition
with the Company.  The Executive covenants and agrees that, during
the Term of this Agreement and for two (2) years after termination of the
Agreement for any reason, the Executive will not, without the prior
written consent of the Company or its successor, directly or
indirectly (whether as a sole proprietor, partner, stockholder,
director, officer, employee or in any other capacity as principal or
agent), compete with the Company. Notwithstanding this restriction,
the Executive will be entitled during the term of this Agreement and
for the two years following termination of this Agreement for any
reason, to invest in stock of competing public companies so long as
his ownership is less than 5% of such company’s outstanding
shares.  





	  	b.  	Restrictions
Governing Disclosure of Confidential Information.   The Executive
recognizes that during the course of employment, Executive will learn
various Company proprietary or confidential business information
(including the identity and sources of markets, marketing information
and strategies; data processing and management information system
programs and practices; vendors and sources of vendors; customers and
sources of customers and customer needs; sales history; and financial
strength, among others). The Executive acknowledges that he has had
access to or will be provided with access to valuable confidential
business and professional information and trade secrets of the
Company and that it has a legitimate business interest in its
relationships with prospective or existing vendors, customers and
clients, as well as vendor, customer and client goodwill associated
with the Company’s trade name, trademark, service mark, trade
dress, geographic location, and sales, marketing and trade area. The
Executive agrees to use all such information only in connection with
the performance of duties on behalf of the Company and agrees not to
copy, disclose or otherwise use such information or to later contest
its confidential or proprietary nature during his employment and for
a period of two years following the termination of the Executive’s
employment for any reason. The Executive agrees and acknowledges that
the restrictive covenants contained in this Agreement are reasonably
necessary to protect the legitimate business interests of the Company
and that the restrictions stated are not overbroad or overlong and
are otherwise reasonably necessary to protect the established legitimate
business interests of the Company.  






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	  	  	The Executive
also agrees not to disclose or use for the benefit of himself or any other person,
partnership, firm, corporation, association, or legal entity, any of the trade secrets or
confidential information of the Company during his employment and for a period of two
years following the termination of the Executive’s employment for any reason.  





	  	  	The Executive
further agrees not to disclose, copy or use for the benefit of himself or any other
person, partnership, firm, corporation, association, or legal entity, any lists of the
names of the Company’s customers or their addresses, purchasing preferences and
practices, requirements, services, or terms on which they are sold to by the Company
during his employment and for a period of two years following the termination of the
Executive’s employment for any reason..  





	  	  	The Executive
finally agrees, upon termination of employment, to return to the Company any and all
written documents containing information in his possession, custody or control or in the
possession, custody or control of another to which the Executive has had access, as well
as all files, memoranda, records, documents, computer records, copies of the foregoing,
and other information related to the Company in the Executive’s custody or control.
The Executive acknowledges that the Company will be irreparably damaged if the provisions
of this paragraph are not specifically enforced, that monetary damages will not provide
an adequate remedy to the Company, and that the Company is entitled to an injunction
(preliminary, temporary and final), restraining any violation of this paragraph (without
bond or other security being required), or any other appropriate decree of specific
performance.  It is agreed that such remedies are not exclusive and shall be in
addition to any other remedy which the Company may have including the termination of any
separation pay due to the Executive.  





	  	b.  	Subversion,
Disruption or Interference.   During the Term of the Agreement, and for a
period of two (2) years following the termination of the Agreement for any reason, the
Executive will not, directly or indirectly, solicit, interfere, induce, influence,
combine or conspire with, or attempt to interfere, solicit, induce, influence, combine or
conspire with, any of the Company’s employees, sponsors, or consultants to terminate
their relationship with, or compete or ally against, the Company or any of the
subsidiaries or affiliates of the Company in the business in which the Company or any one
of its subsidiaries or affiliates is presently engaged. The Executive also agrees not to
make any disparaging remark or comment about the Company or its products or services, or
any of its subsidiaries or affiliates, or their officers, directors, or employees.  





	  	8.  	Change
of Control.  





	  	a.  	For
the purposes of this Agreement, a “Change of Control” will be
deemed to have taken place if (a) any person, other than the JADE
Partnership or the Siegel Family Revocable Trust, including a “group” as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, becomes the owner or beneficial owner of the Company’s
securities, following full execution of this Agreement, having more than
50% of the combined voting power of the then outstanding securities of the
Company that may be cast for the election of directors of the Company;
provided, however, that a Change of Control will not be deemed to have
occurred if the person who becomes the owner of more than 50% of the
combined voting power of the Company is Todd E. Siegel or an entity (or
entities) controlled by Todd E. Siegel.  






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	  	b.  	 The
Company and the Executive agree that, if the Executive is in the employ of
the Company on the date on which a Change of Control occurs (the “Change
of Control Date”), the Company will continue to employ the Executive
and the Executive will remain in the employ of the Company for the period
commencing on the Change of Control Date and ending on the expiration of
the Term, to exercise such authority and perform such executive duties as
are commensurate with the authority being exercised and duties being
performed by the Executive immediately prior to the Change of Control
Date. If, after a Change of Control, the Executive is requested, and, in
his sole and absolute discretion, consents to change his principal
business location more than 50 miles beyond the location of the Company’s
headquarters in Pinellas County, Florida, the Company will reimburse the
Executive for his relocation expenses, including without limitation,
moving expenses, temporary living and travel expenses for a time while
arranging to move his residence to the changed location, closing costs, if
any, associated with the sale of his existing residence and the purchase
of a replacement residence at the changed location, plus an additional
amount representing a gross-up of any state or federal taxes payable by
the Executive as a result of any such reimbursements. If the Executive
will not consent to change his business location, the Executive may
continue to provide the services required of him under this Agreement in
Pinellas County, Florida and the Company will continue to maintain an
office for the Executive at that location similar to the Company’s
office prior to the Change of Control Date.  





	  	c.  	During
the remaining Term after the Change of Control Date, the Company will (i)
continue to honor the terms of this Agreement, including as to Base Salary
and other compensation set forth in Section 3, and (ii) continue employee
benefits as set forth in Section 4 at levels in effect on the Change of
Control Date (but subject to such reductions as may be required to
maintain such plans in compliance with applicable federal law regulating
employee benefits).  





	  	d.  	If
during the remaining term after the Change of Control Date, the Executive’s
employment is terminated by the Company other than for Cause (as defined
in Section 5(a)), or the Executive voluntarily terminates his employment
for Good Reason (as defined below in this subparagraph (d)), then the
Executive will receive, subject to the provisions of subparagraph (e)
below, separation pay in an amount equal to 299% of Executive’s
current Base Salary in one lump sum payment within sixty (60) days after
the effective date of the termination of the Executive’s employment.
The Executive also will receive, in one lump sum payment within sixty (60)
days after the effective date of the termination of the Executive’s
employment, any bonus earned prior to the Executive’s termination and
the vested and unvested portion of the Executive’s entire long-term
incentive bonus, if any. For purposes of this Agreement, “Good Reason” shall
mean the occurrence of any of the following without the Executive’s
prior consent: (i) a material reduction in the Executive’s
compensation or employment related benefits, or (ii) a material change in
the Executive’s status, working conditions or management
responsibilities; provided that that “Good Reason” shall not
occur unless and until the Executive first provides written notice to the
Company of such material reduction or material change within 20 days
following the effective date of such material reduction or material
change, and such material reduction or material change remains uncorrected
for more than 30 days following written notice to the Company by the
Executive of same, and the Executive voluntarily terminates employment
within sixty (60) days of any such occurrence.  





	  	e.  	In
the event that the payments and benefits provided for in this Agreement or
otherwise payable to the Executive (i) constitute “parachute payments” within
the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”) and (ii) but for this Section 7.e., would
be subject to the excise tax imposed by Section 4999 of the Code, then the
Executive’s payments and benefits shall be reduced to such extent
necessary to result in no portion of such benefits being subject to excise
tax under Section 4999 of the Code. Within thirty (30) days after the
amount of any required reduction in payments and benefits is finally
determined, the Company, in consultation with the Executive, shall
determine which amounts to reduce. Any determination required under this
Section 7.e. shall be made in writing by the Company’s independent
public accounting firm as in effect immediately prior to the change of
control (the “Accounting Firm”), whose determination shall be
conclusive and binding upon the Executive and the Company for all
purposes. For purposes of making the calculations required by this Section
7.e., the Accountants may, after taking into account the information
provided by the Executive, make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Executive shall furnish to the Accounting
Firm such information and documents as the Accounting Firm may reasonably
request in order to make a determination under this Section 7.e.  






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	9. 	 	Assignability.
  The rights and obligations of the Company under this Agreement will inure
to the benefit of and be binding upon the successors and assigns of the
Company, provided that such successor or assign will acquire all or
substantially all of the assets and business of the Company. The Executive’s
rights and obligations under this Agreement may not be assigned or
alienated and any attempt to do so by the Executive will be void and
constitute a material breach hereunder.  





	10.	  	Non-Coercion.  The
Executive represents and agrees that the Executive has not been pressured,
misled, or induced to enter into this Agreement based upon any
representation by the Company or its agents not contained herein. The
Executive represents that he has entered into this Agreement voluntarily,
and after having the opportunity to consult with representatives of his
own choosing and that his/her agreement is freely given.  





	11.	  	Indemnification.
  The Company and the Executive acknowledge that the Executive’s
service as an officer of the Company exposes the Executive to risks of
personal liability arising from, and pertaining to, the Executive’s
participation in the management of the Company. If the Executive’s
acts have been performed within the course and scope of his duties, the
Company will defend, indemnify and hold harmless the Executive from any
actual cost, loss, damages, attorneys fees, or liability suffered or
incurred by the Executive arising out of, or connected to, the Executive’s
service as an officer of the Company or any of its current, former, or
future subsidiaries to the fullest extent allowed by law. The Company will
have no responsibility to defend, indemnify or hold harmless the Executive
from any criminal or intentionally unlawful act. The Company also will not
have any obligation to the Executive under this section for any loss
suffered if the Executive voluntarily pays, settles, compromises,
confesses judgment for, or admits liability with respect to such loss
without the approval of the Company. Within ten days after the Executive
receives notice of any claim or action which may give rise to the
application of this section, the Executive will notify the Company in
writing of the claim or action. The Executive’s failure to timely
notify the Company of the claim or action will relieve the Company from
any obligation to the Executive under this section.  





	12.	 	Severability.  
The provisions of this Agreement constitute independent and separable
covenants which shall survive termination of employment or expiration of
this Agreement.  Any paragraph, phrase or other provision of this
Agreement that is determined by a court of competent jurisdiction to be
unconscionable or in conflict with any applicable statute or rule, shall
be deemed, if possible, to be modified or altered so that it is not
unconscionable or in conflict with or, if that is not possible, then it
shall be deemed omitted from this Agreement.  The invalidity of any
portion of this Agreement shall not affect the validity of the remaining
portions.  





	13.	 	Prior
Employment Agreements.   The Executive represents that he has not
executed any agreement with any previous employer which may impose
restrictions on his employment with the Company.  





	14. 	 	Notice.  
Notices given pursuant to the provisions of this Agreement will be sent by
certified mail, postage prepaid, or by overnight courier, or telecopier to
the following addresses:  






	 	 	If
to the Company:  






	 	 	MTS Medication Technologies, Inc.

2003 Gandy Boulevard North
St. Petersburg, FL 33702 






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	 	 	If
to the Executive:  






	 	 	Todd E. Siegel

10043 Windtree Boulevard
Seminole, FL  33772 






	  	Either party
may, from time to time, designate any other address to which any such notice to it or him
will be sent. Any such notice will be deemed to have been delivered upon the earlier of
actual receipt or four days after deposit in the mail, if by certified mail.  





	15.	 	Miscellaneous.  





	  	a.  	Governing
Law.   This Agreement will be governed by and construed in
accordance with the laws of the state of Florida.  





	  	b.  	Venue.  
Any action filed to enforce this Agreement will be filed in Pinellas
County, Florida or the United States District Court for the Middle
District of Florida, Tampa Division.  





	  	c.  	Waiver/Amendment.
  The waiver by any party to this Agreement of a breach of any
provision hereof by any other party will not be construed as a waiver of
any subsequent breach by any party. No provision of this Agreement
may be terminated, amended, supplemented, waived or modified other
than by an instrument in writing signed by the party against whom the
enforcement of the termination, amendment, supplement, waiver or
modification is sought.  





	  	d.  	Attorney’s
Fees.  In the event any action is commenced to enforce any
provision of this Agreement, the prevailing party will be entitled to
reasonable attorney’s fees, costs, and expenses.  





	  	e.  	Disputes.
  Nothing in this paragraph shall preclude a Party from initiating an
action for temporary injunctive relief to temporarily enjoin any
conduct threatening imminent and irreparable injury. In all other
circumstances in which a dispute arises hereafter between the
Parties, the Parties shall first employ the following alternative
dispute resolution procedures before initiating any lawsuit.
Specifically, any Party who believes the other is in breach of this
Agreement or any other complaint, grievance, charge, or alleged
unfair, improper, discriminatory, or illegal action by the Company,
including, but not limited to allegations of discrimination,
harassment, including sexual harassment, retaliation of any kind,
including workers compensation retaliation, defamation, violation of
public policy or any law, or any other claim shall notify the other
in writing of such a dispute. If the other Party disputes such
contention, he or it shall so state to the other in a written notice.
All Parties shall make a good faith effort to try to resolve the
dispute without going to court over it. If they fail to resolve such
dispute within ten (10) days following notice of the dispute, the
Parties shall submit the dispute to voluntary mediation pursuant to
Chapter 44 of the Florida Statutes. If the Parties cannot agree on
the selection of a certified Florida mediator, each side of the
dispute shall retain counsel and such counsel shall select a Florida
certified mediator to serve as mediator of the dispute. The Parties
shall then participate in and attend the mediation and remain in
mediation until such time as the mediator declares an impasse, before
instituting any lawsuit over the dispute. The Parties hereby
expressly waive any and all right to a trial by jury with respect to
any action, proceeding or other litigation resulting from or
involving the enforcement of this Agreement or any other matter
relating to the Executive’s employment including claims of, but
not limited to, discrimination, harassment, including sexual
harassment, retaliation of any kind, including workers compensation
retaliation, defamation, violation of public policy or any law.  






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	  	f.  	Entire
Agreement. This Agreement has been subject to substantial
negotiations between the parties and thus represents the joint
product of those negotiations between the parties and supersedes all
previous understandings or agreements, whether written or oral. Any
uncertainty or ambiguity shall not be construed for or against any
other party based on attribution of any drafting to any Party.
Furthermore, this Agreement represents the entire agreement between
the parties and shall not be subject to modification or amendment by
an oral representation, or any other written statement by either
party, except for a dated written amendment to this Agreement signed
by the Executive and the Chairman of the Board of Directors.  





	  	g.  	Counterparts.
  This Agreement may be executed in counterparts, all of which will
constitute one and the same instrument.  





	  	h.  	Section
409A of the Code.  This Agreement is not intended to constitute a
“nonqualified deferred compensation plan” within the
meaning of Section 409A of the Code.  Notwithstanding the
foregoing, if the Company determines that (i) this Agreement or any
benefit paid to the Executive hereunder is subject to Section 409A of
the Code, and (ii) the Executive is a “specified employee” within
the meaning of Section 409A of the Code, then to the extent necessary
to avoid the imposition of additional income taxes or penalties or
interest on the Executive under Section 409A of the Code, payments
due under Section 5.d. or Section 8.d. of this Agreement shall be
accumulated and paid to the Executive in a lump-sum payment on the
first day of the seventh month following the date of the termination
of the Executive’s employment.  





        IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the day
and year first above written. 





	WITNESS: 	 	EXECUTIVE: 
	 	 	 
	
	
	 	
	

	 	 	 	Todd E. Siegel	 
	 	 	 
	Print Name:	
	 	 	 





	 	 	  
	 	 	 
	
	
	 	 	 
	 	 	 		 
	 	 	 
	Print Name:	
	 	 	 






	 	 	COMPANY: 
	 	 	 
	 	 	MTS MEDICATION TECHNOLOGIES, INC.
a Delaware Corporation
	 	 	 
	 	 	 
	
	
	 	By:	

	 	 	 	 	 
	 	 	 
	Print Name:	
	 	 	 





	 	 	  
	 	 	 
	
	
	 	Print Name:	Michael P. Conroy
	 	 	 	 	 
	 	 	 
	Print Name:	
	 	As:	Chief Financial Officer,
Vice President, Financial and Secretary