Exhibit A 



Asset Purchase Agreement 



        This ASSET
PURCHASE AGREEMENT (this “Agreement”) dated as of July 28, 2003 by and among the
Siegel Family Revocable Trust (the “Trust”) and Medical Technology Systems,
Inc., a Delaware corporation (the “Company”). The Trust and the Company are
collectively referred to as the “Parties.” 



Background 



        The
Trust licenses the Patent Rights (as defined below) to the Company pursuant to the License
Agreement (as defined below). The Company currently owes the Trust $348,000 in royalty
payments due under the License Agreement. The Trust desires to sell to the Company, and
the Company desires to purchase, the Patent Rights (as defined below) from the Trust in
exchange for the payment by the Company to the Trust of the Purchase Price (as defined
below), all in accordance with the terms and conditions set forth in this Agreement. 



        In
consideration of the mutual covenants and agreements set forth below, the Parties agree as
follows: 



Terms 



         1.       
          Definitions.   For the purposes of this Agreement, the following
          terms shall have the following meanings: 



               
            (a)     “Devices” shall mean the equipment and supplies covered by the Patent
          Rights. 



               
             (b)     “Know how” shall mean all operating details and instructions, both
          written and oral, of the Trust for the manufacture, use, promotion and sale of
          the Devices. 



               
              (c)       
          “License Agreement” means that certain License Agreement, dated as of
          October 14, 1986, by and between the Trust and DRG Consultants, Inc.
          (“DRG”) (which was assigned by DRG to the Company on October 14, 1986
          pursuant to an Agreement and Plan of Reorganization between the Company and
          DRG), as amended on September 2, 1990 pursuant to an Agreement between the
          Company and the Trust. 



               
             (d)       
          “Patent Rights” shall mean (i) the patents and patent applications set
          forth on the Patent Rights Schedule owned or controlled by the Trust and
          related to equipment and supplies used in packaging medication in punch cards
          (which is the basis of the equipment and processes which the Company uses and
          sells in its business), and (ii) “know how”. 



               
             (e)       
          “Securities Act” means the Securities Act of 1933, as amended and the
          regulations promulgated thereunder. 



               
             (f)       
          “Security Interest” means any mortgage, pledge, lien, encumbrance,
          charge, or other security interest, other than (a) mechanic’s,
          materialmen’s, and similar liens, (b) liens for taxes not yet due and
          payable or for taxes that the taxpayer is contesting in good faith through
          appropriate proceedings, (c) purchase money liens and liens securing rental
          payments under capital lease arrangements, and (d) other liens arising in the
          ordinary course of business and not incurred in connection with the borrowing of
          money. 



2.











         2.       
          Purchase and Sale. Upon the terms and subject to the
          conditions of this Agreement, the Trust sells to the Company, and the Company
          purchases from the Trust, the Patent Rights, including all of the Trust’s
          entire right, title and interest, in all countries throughout the world,
          including the rights to claim convention priority, in and to any and all
          improvements disclosed in the Patents Rights and the right to sue for past,
          present and future patent infringement of the Patent Rights. 



         3.       
          Purchase Price and Forgiveness of Royalties. Simultaneous
          with the execution of this Agreement, the Company is paying to the Trust
          $1,480,000 (the “Purchase Price”) by delivery of a promissory note
          (the “Note”) in substantially the form attached to this Agreement as
          Exhibit A in the aggregate principal amount of $1,480,000. In
          consideration for the payment by the Company of the Purchase Price to the Trust,
          the Trust forgives the $348,000 in royalty payments currently due from the
          Company to the Trust under the License Agreement. 



         4.       
          Company’s Closing Deliveries and Obligations.
          Simultaneous with the execution of this Agreement, the Company shall deliver to
          the Trust: 



               
             (a)       
          a certificate representing the Note; and 



               
             (b)       
          an Assignment and Assumption Agreement, in the form attached as Exhibit B
          (the “Assignment and Assumption Agreement”), executed by the Company. 



         5.       
          Trust’s Closing Deliveries. Upon the execution of this
          Agreement, the Trust shall deliver to the Company the Assignment and Assumption
          Agreement, executed by the Trust. 



         6.       
          Representations and Warranties of the Company. The Company makes
          the following representations and warranties to the Trust: 



               
             (a)       
          Existence. The Company is duly organized, validly existing and in good
          standing under the laws of the State of Delaware, and is duly qualified to do
          business and is in good standing under the laws of each jurisdiction where such
          qualification is required. 



               
             (b)       
          Authorization. The Company has all necessary corporate power and has
          taken all necessary corporate action required for the due authorization,
          execution, delivery and performance by the Company of this Agreement, the
          Company Transaction Documents (as defined below) and for the due authorization,
          issuance and delivery of the Note. 



               
             (c)       
          No Breach. The execution, delivery and performance of this Agreement and
          any other agreement or instrument executed by the Company in connection with
          this Agreement, including without limitation, the Note (the “Company
          Transaction Documents”), constitutes a valid and binding obligation of the
          Company, enforceable in accordance with its terms subject to the effect of
          bankruptcy, insolvency, reorganization or other similar laws and to general
          principles of equity (whether considered in proceedings at law or in equity).




2.










      The execution and delivery by the Company of the Company
          Transaction Documents to which the Company is a party, the issuance of the Note under this Agreement,
          and the fulfillment of and compliance with the respective terms of this
          Agreement by the Company, do not and shall not (i) conflict with or result
          in a breach of the terms, conditions or provisions of, (ii) constitute a
          default under, (iii) result in the creation of any lien, security interest,
          charge or encumbrance upon the Company’s capital stock or assets pursuant
          to, (iv) give any third party the right to modify, terminate or accelerate
          any obligation under, (v) result in a violation of, or (vi) require
          any authorization, consent, approval, exemption or other action by or notice or
          declaration to, or filing with, any court or administrative or governmental body
          or agency pursuant to the Company’s certificate of incorporation or bylaws,
          or any law, statute, rule or regulation to which the Company is subject, or any
          agreement, instrument, order, judgment or decree to which the Company is
          subject. 



               
             (d)       
          Governmental Consent, etc. No permit, consent, approval or authorization
          of, or declaration to or filing with, any governmental authority (except as may
          be required under federal and state securities laws) is required in connection
          with the execution, delivery and performance by the Company of this Agreement or
          the other agreements contemplated by this Agreement, or the consummation by the
          Company of any other transactions contemplated by this Agreement, except as
          expressly contemplated in this Agreement or in the Schedules to this Agreement. 



         7.       
          Representations and Warranties of the Trust. The Trust makes the
          following representations and warranties to the Company. 



               
             (a)       
          Authority. The execution, delivery and performance of this Agreement and
          any other agreement or instrument executed by the Trust in connection with this
          Agreement (the “Trust Transaction Documents”), constitutes a valid and
          binding obligation of the Trust. 



               
             (b)       
          No Breach. The execution, delivery and performance by the Trust of the
          Trust Transaction Documents to which the Trust is a party and the fulfillment of
          and compliance with the respective terms of this Agreement by the Trust, do not
          and shall not (i) conflict with or result in a breach of the terms,
          conditions or provisions of, (ii) constitute a default under,
          (iii) result in the creation of any lien, security interest, charge or
          encumbrance upon the Trust’s assets pursuant to, (iv) give any third
          party the right to modify, terminate or accelerate any obligation under,
          (v) result in a violation of, or (vi) require any authorization,
          consent, approval, exemption or other action by or notice or declaration to, or
          filing with, any court or administrative or governmental body or agency, or any
          law, statute, rule or regulation to which the Trust is subject, or any
          agreement, instrument, order, judgment or decree to which the Trust is subject. 



               
             (c)       
          Title to Assets. Except for the rights granted to the Company pursuant to
          the License Agreement, the Trust has exclusive ownership of, free and clear of
          Security Interests, with full right to use, sell, license, sublicense, dispose
          of, and bring actions for infringement of, or possesses licenses or other rights
          to use, the Patent Rights. 



3.











               
             (d)       
          Intellectual Property. 



              
                         (i)
               The Patent Rights do not infringe any patent, trademark, copyright,
         trade secret rights of any third parties or any other intellectual property rights of any
          third parties. The Trust has not received written notice from any third party
          asserting that the Patent Rights are invalid or unenforceable. 



              
                         (ii)
               
          Except for the license granted to the Company pursuant to the License Agreement,
          the Trust has not licensed or otherwise granted permission to use the Patent
          Rights to any person or entity, other than the Trust. 



              
                         (iii)
               
          There are no actions, suits, proceedings, orders, investigations or claims
          pending or, to the Trust’s knowledge, threatened against or affecting the
          Trust, or pending or threatened by the Trust against any third party, at law or
          in equity, or before or by any governmental department, commission, board,
          bureau, agency or instrumentality in connection with or related to the Patent
          Rights. 



              
                         (iv)
               
          The Trust hereby covenants that no assignment, sale, agreement or encumbrance
          has been or will be made or entered into which would conflict with this
          Agreement. 



               
             (e)       
          Investment. The Trust is acquiring the Note for its own account for the
          purpose of investment and not with a view to or for sale in connection with any
          distribution of the Note. The Trust further represents that it understands that
          the Note has not been registered under the Securities Act by reason of its
          issuance in a transaction exempt from the registration requirements of the
          Securities Act. The Trust represents that it understands that the Note may only
          be transferred pursuant to a registration statement or an exemption from
          registration and there is not currently any public market for the Note. The
          Trust is an Accredited Investor (as defined by the Securities Act Rule 501(a))
          and is able to bear the economic risk and lack of liquidity inherent in holding
          the Note. 



               
             (f)       
          Investigation by the Trust. The Trust has conducted its own independent
          investigation, review and analysis of the business, operations, assets,
          liabilities, results of operations, financial condition, and prospects of the
          Company which included the review of the Company’s most recent Form 10-K
          filed with the Securities and Exchange Commission on June 30, 2003. In entering
          into this Agreement, the Trust acknowledges that it has relied solely upon its
          own knowledge, investigation, review and analysis of the Company, and not on any
          representations of the Company or its representatives. 



         8.       
          Restrictive Legend. The certificate representing the Note subject
          to this Agreement shall have the following legends attached: 



	 	
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN ANY MANNER ABSENT EITHER
REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS
IS NOT REQUIRED. 






4.











The Trust irrevocably appoints and
designates the person who is from time to time the Secretary of the Company as such
person’s attorney-in-fact, for and on its behalf, to cause the legend described above
to be placed on the certificate representing the Note. 



         9.       
          Indemnification. Subject to Section 10: 



               
             (a)    
          Indemnification of the Trust. The Company shall indemnify the Trust and
          hold the Trust harmless from and against any and all damages, losses,
          deficiencies, actions, demands, judgments, costs and expenses (including
          reasonable attorneys’ and accountants’ fees) (collectively,
          “Losses”) of or against the Trust resulting from (i) any
          misrepresentation or breach of warranty in this Agreement or (ii) any
          nonfulfillment of any agreement or covenant contained in this Agreement. 



               
             (b)    
          Indemnification of the Company. The Trust shall indemnify the Company and
          its officers, directors and shareholders (collectively, the “Company
          Indemnified Parties”) and hold each of the Company Indemnified Parties
          harmless from and against any and all Losses of or against the Company
          Indemnified Parties resulting from (i) any misrepresentation or breach of
          warranty in this Agreement on the part of the Trust or (ii) any
          nonfulfillment of any agreement or covenant contained in this Agreement. 



               
             (c)    
          Procedure Relative to Indemnification. 



              
                         (i)
               
          In the event that any Party shall claim that it is entitled to be indemnified
          pursuant to the terms of this Section 9 (the “Claiming
          Party”), the Claiming Party shall so notify the Party against which the
          claim is made (the “Indemnifying Party”) in writing of such claim
          within thirty days after the Claiming Party receives notice of any action,
          proceeding, demand or assessment or otherwise has received notice of any claim
          of a third party that may reasonably be expected to result in a claim for
          indemnification by the Claiming Party against the Indemnifying Party;
          provided, however, that failure to give such notification shall
          not affect the indemnification provided hereunder except to the extent the
          Indemnifying Party shall have been actually prejudiced as a result of such
          failure. Such notice shall specify the breach of representation, warranty,
          agreement or covenant claimed by the Claiming Party and the Losses incurred by,
          or imposed upon the Claiming Party on account thereof. If such Losses are
          liquidated in amount, the notice shall so state and such amount shall be deemed
          the amount of the claim of the Claiming Party. If the amount is not liquidated,
          the notice shall so state and in such event a claim shall be deemed asserted
          against the Indemnifying Party on behalf of the Claiming Party, but no payment
          shall be made on account thereof until the amount of such claim is liquidated
          and the claim is finally determined. 



              
                         (ii)
               
          The following provisions shall apply to any claim of the Claiming Party which is
          based upon (A) a suit, action or proceeding filed or instituted by any
          third party, or (B) any form of proceeding or assessment instituted by any
          governmental entity. 



5.












              
                         
                     (1)    
          If any third party shall notify any Claiming Party with respect to any matter (a
          “Third Party Claim”) which may give rise to a claim of indemnification
          from the Indemnifying Party under this Section 9, then the Claiming Party shall
          promptly notify the Indemnifying Party thereof in writing; provided,
          however, that no delay on the part of the Claiming Party in notifying the
          Indemnifying Party shall relieve the Indemnifying Party from any obligation
          hereunder unless (and then solely to the extent) the Indemnifying Party is
          prejudiced by such delay. 



              
                         
                     (2)    
          The Indemnifying Party will have the right to assume the defense of the Third
          Party Claim with counsel of its choice reasonably satisfactory to the Claiming
          Party at any time within 15 days after the Claiming Party has given notice of
          the Third Party Claim; provided, however, that the Indemnifying Party
          must conduct the defense of the Third Party Claim actively and diligently
          thereafter in order to preserve its rights in this regard; and provided
          further that the Claiming Party may retain separate co-counsel at its sole
          cost and expense and participate in the defense of the Third Party Claim. 



              
                         
                     (3)    
          So long as the Indemnifying Party has assumed and is conducting the defense of
          the Third Party Claim in accordance with Section 9(c)(ii)(2) above, (A) the
          Indemnifying Party will not consent to the entry of any judgment or enter into
          any settlement with respect to the Third Party Claim without the prior written
          consent of the Claiming Party (not to be withheld unreasonably) unless the
          judgment or proposed settlement involves only the payment of money damages by
          the Indemnifying Party and does not impose an injunction or other equitable
          relief upon the Claiming Party and (B) the Claiming Party will not consent to
          the entry of any judgment or enter into any settlement with respect to the Third
          Party Claim without the prior written consent of the Indemnifying Party (not to
          be withheld unreasonably). 



              
                         
                     (4)    
          In the event the Indemnifying Party does not assume and conduct the defense of
          the Third Party Claim in accordance with Section 9(c)(ii)(2) above, however, (A)
          the Claiming Party may defend against, and consent to the entry of any judgment
          or enter into any settlement with respect to, the Third Party Claim in any
          manner it reasonably may deem appropriate (and the Claiming Party need not
          consult with, or obtain any consent from, the Indemnifying Party in connection
          therewith) and (B) the Indemnifying Party will remain responsible for any Losses
          the Claiming Party may suffer resulting from, arising out of, relating to, in
          the nature of, or caused by the Third Party Claim to the fullest extent provided
          in this Section 9. 



               
             (d)    
          Determination of Amount of Claim for Indemnification. In determining the
          amount of any and all Losses under this Section 9, such amount shall be net
          of insurance proceeds actually received on account of such Loss. 



         10.       
          Survival of Representations and Warranties. All
          representations and warranties contained in this Agreement or made in writing by
          any party in connection with this Agreement shall survive the execution and
          delivery of this Agreement and the consummation of the transactions contemplated
          by this Agreement for a period of three years (and thereafter shall be of no
          force or effect), regardless of any investigation made by the Trust. 



         11.       
          Successors and Assigns. This Agreement shall be binding
          upon and inure to the benefit of the Parties and their respective successors and
          permitted assigns. No party may assign either this Agreement or any of its
          rights, interests, or obligations under this Agreement without the prior written
          approval of the other party. 



6.










         12.       
          Governing Law. This Agreement shall be governed by and
          construed in accordance with the domestic laws of Florida without giving effect
          to any choice or conflict of law provision or rule (whether of Florida or any
          other jurisdiction) that would cause the application of the laws of any
          jurisdiction other than Florida. 



         13.       
          Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall be deemed an original but all of which
          together shall constitute one and the same instrument. 



         14.       
          Notice. All notices and other communications made pursuant
          to this Agreement shall be in writing and will be sufficient if delivered by
          hand, registered or certified mail (postage prepaid), or by overnight delivery
          service, to the persons at the address set forth below (or at such other address
          as may be provided in a notice delivered pursuant to this Section 14), and shall
          be deemed effective as of the date delivered. 



      If
to the Company: If to the Siegel Family Revocable Trust



	 Medical Technology Systems, Inc. 	 	Siegel Family Revocable Trust
	
	 	

	 Medical Technology Systems, Inc. 	 	Siegel Family Revocable Trust
	12920 Automobile Blvd.	 	 10043 Windtree Boulevard
	 Clearwater, Florida 33762   	 	Seminole, Florida 33772
	 Attention:  Todd Siegel	 	 Attention:  Todd Siegel, as Trustee of Siegel Family  Revocable Trust
	 Phone:  (727) 576-6311   	 	  Phone:  (727) 576-6311
	 Facsimile:  (727) 540-0547  	 	 Facsimile:  (727) 573-1100





         15.       
          Amendment or Waiver. No amendment of any provision of this
          Agreement shall be valid unless the same shall be in writing and signed by each
          of the Parties. No waiver by either party to this Agreement of any default,
          misrepresentation, or breach of warranty or covenant under this Agreement,
          whether intentional or not, shall be deemed to extend to any prior or subsequent
          default, misrepresentation, or breach of warranty or covenant under this
          Agreement or affect in any way any rights arising by virtue of any prior or
          subsequent such occurrence. 



         16.       
          Entire Agreement. This Agreement constitutes the entire
          agreement between the Parties and supersedes any prior understandings,
          agreements, or representations by or between the Parties, written or oral, to
          the extent they related in any way to the subject matter of this Agreement,
          including, without limitation, the License Agreement. 



         17.    
           Headings. The paragraph headings contained in this
          Agreement are inserted for convenience only and shall not affect in any way the
          meaning or interpretation of this Agreement. 



         18.       
          Severability. Any term or provision of this Agreement that
          is invalid or unenforceable in any situation in any jurisdiction shall not
          affect the validity or enforceability of the remaining terms and provisions of
          this Agreement or the validity or enforceability of the offending term or
          provision in any other situation or in any other jurisdictin. 



7.











         19.       
          Expenses. Except as the Parties may otherwise mutually
          agree, each of the Parties shall bear its own costs and expenses (including
          legal fees and expenses) incurred in connection with this Agreement and the
          transactions contemplated by this Agreement. Notwithstanding the foregoing
          sentence, all sales, transfer, documentary and similar taxes, fees and
          assessments, if any, payable in connection with the sale, conveyance,
          assignment, transfers and deliveries made by the Trust or the Company in
          connection with this Agreement, including, without limitation, the issuance of
          the Note, shall be paid by the Company. 




8.











        IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of date first
written above. 


		THE COMPANY	
	 	 	 
		MEDICAL TECHNOLOGY SYSTEMS, INC.	
	 	 	 	 
	 	By:	
	 
	 	 	 	 
	 	Name:	
	 
	 	 	 	 
	 	Title:	
 
	 	 	 	 
		THE TRUST:	
	 	 	 	 
	 	
	
	 
		Todd Siegel, as Trustee of the Siegel Family Revocable Trust	





9.










EXHIBIT A 



Company’s
Promissory Note 



PROMISSORY NOTE 


	$1,480,000	 	July 28, 2003




 



 



FOR VALUE RECEIVED the undersigned,
Medical Technology Systems, Inc., a Delaware corporation, with an address of 12920
Automobile Blvd., Clearwater, Florida 33762 (the “Debtor”), promises to pay to
the Siegel Family Revocable Trust (the “Holder”) at 10043 Windtree Boulevard,
Seminole, Florida 33772 or at such other address the Holder may designate, the principal
sum of One Million Four Hundred Eighty Thousand dollars ($1,480,000) plus interest on the
outstanding principal balance at the rate of 6.25% per annum, from the date of this Note
until payment is made in full. 



        The
principal of this Note shall be payable in sixty equal payments of $28,784.92
(which includes accrued interest), payable monthly, beginning on August 1, 2003 and
ending on August 1, 2008. 



        This
Note may be prepaid at any time, in full or in part, without penalty or premium. An event
of default will occur under this Note if the Debtor fails to make a payment before 5:00
p.m., eastern time, on the day such payment is due. An event of default under this Note
will become a default if not cured within ten days of notice of such event of default is
conveyed by the Holder to the Debtor. In the case of a default, the Holder may declare the
entire principal amount of this Note, including accrued interest, immediately due and
payable. The Debtor shall pay all costs of collection, including reasonable attorneys fees
at all levels of proceedings. 



        The
Debtor and any other party liable for the payment of any amount due under this Note waive
presentment, protest and demand, notice of protest, and dishonor. The Debtor and any other
party liable for the payment of this Note expressly consent to any extensions and
renewals, in whole or in part, and all delays in time of performance which the Holder may
grant at any time and from time to time, without limitation and without any notice or
further consent of such persons. Neither party shall assign this Note without the written
consent of the other party and such consent shall not be unreasonably withheld. 



        No
failure by the Holder to exercise any right or remedy shall be deemed to be a waiver or
release of such right or remedy, and any waiver or release may be effected only through a
written document executed by the Holder and then only to the extent specifically recited
in such document. 



        This
Note shall be governed by and construed under the laws of Florida, without regard to
principles of conflict of laws. 



	 	MEDICAL TECHNOLOGY SYSTEMS, INC.	 
	 	 	 	 
	 	By:	
	 
	 	 	 	 
	 	Name:	
	 
	 	 	 	 
	 	Title::	
	 














EXHIBIT B 





Assignment and Assumption
Agreement  



ASSIGNMENT AND
ASSUMPTION AGREEMENT 



        THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered as of July 28,
2003 between the Siegel Family Revocable Trust (the “Trust”) and Medical
Technology Systems, Inc., a Delaware corporation (the “Company”). 



BACKGROUND 



        The
Company and the Trust are entering into an Asset Purchase Agreement (the “Asset
Purchase Agreement”), dated as of the date of this Assignment, whereby the Company is
purchasing from the Trust the Patent Rights. The Company and the Trust desire for the
Trust to assign the Patent Rights to the Company, and for the Company to accept such
assignment of the Patent Rights. All capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to them in the Asset Purchase Agreement. 



        In
consideration of the foregoing and of the mutual covenants set forth in this Assignment
and other good and valuable consideration, the Parties agree as follows: 



TERMS 



         1.       
          Assignment by the Trust. The Trust transfers and assigns to the Company
          and its successors and assigns all of the Trust’s right, title and interest
          in and to all of the Patent Rights. 



         2.       
          Assumption by the Company. The Company accepts the assignment of the
          Trust’s right, title and interest in and to the Patent Rights. 



         3.       
          Further Assurances. It is the intention of the Parties that the Patent
          Rights shall be transferred by the Trust to the Company and accepted from the
          Trust, as provided in the Asset Purchase Agreement. The Parties therefore agree
          that each shall execute any additional documents that may hereafter reasonably
          be requested by the other in order to more fully to effectuate such transfer,
          assignment, and assumption. 



         4.       
          Governing Law. This Assignment shall be governed and controlled as to
          validity, enforcement, interpretation, construction, effect and in all other
          respects by the internal laws of Florida applicable to contracts made in
          Florida. 



         5.       
          Multiple Counterparts. This Assignment may be executed in any number of
          counterparts, each of which shall be deemed an original instrument. Facsimile
          copies of executed documents shall be deemed originals for all purposes. 



         6.       
          Binding Effect. This Assignment shall be binding upon and inure to the
          benefit of the Parties and their successors and assigns. Except for the Asset
          Purchase Agreement and the other closing documents executed by the Trust and the
          Company pursuant to it, this Assignment records the entire understanding between
          the parties regarding the assignment of the Patent Rights and supersedes any
          previous or contemporaneous agreement, understanding, or representation, oral or
          written, by either of them. 










        IN
WITNESS WHEREOF, the Parties have executed this Assignment on the date first above
written. 



		THE COMPANY	
	 	 	 
		MEDICAL TECHNOLOGY SYSTEMS, INC.	
	 	 	 	 
	 	By:	
	 
	 	 	 	 
	 	Name:	
	 
	 	 	 	 
	 	Title:	
 
	 	 	 	 
		THE TRUST:	
	 	 	 	 
	 	
	
	 
		Todd Siegel, as Trustee of the Siegel Family Revocable Trust	




2.













Patent Rights
Schedule 





	Patent Description	 	U.S. Patent No.	 	Issue Date	 
	
	 	
	 	
	 
	1.	Medication Blister Card	 	DES 306,825	 	03/27/90	 
	2.	Multi-Cavity Medication Card Crusher (Deblister Machine)	 	4,694,996      
            	 	09/22/87	 
	3.	Dedicated Multi-Cavity Dispenser for Solids (MTS 300)	 	4,834,264           	 	05/30/89	 
	4.	Slideable Dispenser for Solids (MTS 300) (Canadian)	 	1,266,634           	 	03/13/90	 
	5.	Sealing Apparatus (MTS 300)	 	4,776,150           	 	10/11/88	 
	6.	Medication Dispensing Identifier Method	 	4,730,849           	 	03/15/88	 
	7.	Medication Dispensing Identifier System	 	4,732,411           	 	03/22/88	 
	8.	Medication Compliance Aid for Unit Dose Packaging (Gordon)	 	4,617,557           	 	10/14/86	 







S11-1