SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this "Agreement") made as of this 26th day of June
2002,  between  MEDICAL  TECHNOLOGY  SYSTEMS,  INC., a Delaware  corporation  (a
"Debtor"),  and EUREKA I L.P., as Collateral Agent under the Purchase  Agreement
(in such capacity together with its successors in such capacity, the "Collateral
Agent").

     WHEREAS,  the Debtor has entered into the  Securities  Purchase  Agreement,
dated the date hereof,  with EUREKA I, L.P., as investor (the  "Investor"),  and
the  Collateral  Agent  (herein,  as amended or modified from time to time,  the
"Purchase Agreement"),  providing,  subject to the terms and conditions thereof,
for purchase from the Debtor by the Investor of, among other things,  $4,000,000
aggregate principal amount of Notes (as defined in the Purchase Agreement); and

     WHEREAS,  the parties  hereto wish to provide for the terms and  conditions
upon which the Liabilities (as defined in Section 3) shall be secured;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. SECURITY INTEREST.

          A. Grant of Security Interest to Collateral Agent. As security for the
     payment of or other  satisfaction  of all  Liabilities,  the Debtor  hereby
     grants  and  assigns  to  the  Collateral  Agent  for  the  benefit  of the
     Collateral  Agent  and the  Noteholders  a  continuing  lien  and  security
     interest in the following property of the Debtor,  whether now or hereafter
     owned, existing, acquired or arising and wherever now or hereafter located:
     (a) all Accounts and all Goods whose sale,  lease or other  disposition  by
     the  Debtor  has  given  rise to  Accounts  and have been  returned  to, or
     repossessed  or stopped in transit by, the Debtor;  (b) all Chattel  Paper,
     Instruments,   Documents  and  General  Intangibles   (including,   without
     limitation,  all  patents,  patent  applications,   trademarks,   trademark
     applications,  tradenames, trade secrets, goodwill,  copyrights,  copyright
     applications,   registrations,  licenses,  software,  franchises,  customer
     lists, tax refund claims,  claims against carriers and shippers,  guarantee
     claims, contracts rights, payment intangibles, security interests, security
     deposits and rights to indemnification);  (c) all Inventory;  (d) all Goods
     (other than Inventory),  including, without limitation, Equipment, vehicles
     and Fixtures; (e) all Investment Property;  (f) all Deposit Accounts,  bank
     accounts,  deposits  and cash;  (g) all  Letter of Credit  Rights,  (h) all
     Commercial  Tort  Claims,  (i) all  ownership  interests  in the issued and
     outstanding  capital  stock  or  other  equity  interests  in  each  of its
     Subsidiaries,  (j) any other property of the Debtor now or hereafter in the
     possession,  custody or control of the Collateral  Agent or the Noteholders
     or any agent or any parent,  affiliate or subsidiary of Collateral Agent or
     the Noteholders or any participant with Collateral Agent or the Noteholders
     in  the  loans,  for  any  purpose   (whether  for  safekeeping,   deposit,
     collection,  custody,  pledge,  transmission  or  otherwise);  and  (k) all
     additions and accessions to, substitutions for, and replacements,  products
     and all Proceeds of the foregoing property,  including, without limitation,
     proceeds of all insurance policies insuring the foregoing property, and all
     of the Debtor's  books and records  relating to any of the foregoing and to
     the Debtor's business  (collectively,  the  "Collateral").  The capitalized
     terms  "Account,"  "Account  Debtor,"  "Chattel  Paper,"  "Commercial  Tort

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                                       2

     Claims,"  "Deposit  Accounts,"  "Documents,"  "Electronic  Chattel  Paper,"
     "Equipment,"  "Fixtures," "General  Intangibles,"  "Goods,"  "Instruments,"
     "Inventory," "Investment Property,"  "Letter-of-Credit  Rights," "Proceeds"
     and "Tangible Chattel Paper" shall have the respective meanings assigned to
     such terms, as of the date of this Agreement,  in the Pennsylvania  Uniform
     Commercial  Code,  as  the  same  may  be in  effect  from  time  to  time.
     Capitalized  terms not defined herein shall have the meaning  assigned such
     term in the Purchase Agreement.

          B. Possessory Collateral.  Promptly after the receipt by the Debtor of
     any portion of the  Collateral  evidenced by an  agreement,  Instrument  or
     Document,  including, without limitation, any Tangible Chattel Paper or any
     Investment Property consisting of certificated securities, the Debtor shall
     deliver the  original  thereof to the  Collateral  Agent  together  with an
     appropriate endorsement or other specific evidence of assignment thereof to
     the  Collateral  Agent (in form and substance  acceptable to the Collateral
     Agent). If an endorsement or assignment of any such items shall not be made
     for any reason, the Collateral Agent is hereby irrevocably  authorized,  as
     the  Debtor's  attorney  and the  Collateral  Agent-in-fact,  to endorse or
     assign the same on the Debtor's behalf.

          C. Electronic  Chattel Paper. To the extent that the Debtor obtains or
     maintains any Electronic Chattel Paper, the Debtor shall create,  store and
     assign the record or records  comprising  the  Electronic  Chattel Paper in
     such a manner that (a) a single authoritative copy of the record or records
     exists which is unique,  identifiable and, except as otherwise  provided in
     clauses (d), (e) and (f) below,  unalterable,  (b) the  authoritative  copy
     identifies the  Collateral  Agent as the assignee of the record or records,
     (c)  the  authoritative  copy  is  communicated  to and  maintained  by the
     Collateral Agent or its designated custodian,  (d) copies or revisions that
     add or change an identified  assignee of the authoritative copy can only be
     made with the  participation of the Collateral  Agent, (e) each copy of the
     authoritative copy and any copy of a copy is readily identifiable as a copy
     that  is  not  the   authoritative   copy  and  (f)  any  revision  of  the
     authoritative copy is readily identifiable as an authorized or unauthorized
     revision.

          D. Other Security. At the direction of the Required  Noteholders,  the
     Collateral Agent, without waiving or releasing any obligation, liability or
     duty of the Debtor  under either this  Agreement or the Purchase  Agreement
     and any  related  agreements  or any Event of  Default,  may at any time or
     times  hereafter,  but shall not be obligated to, pay, acquire or accept an
     assignment of any security interest of the Senior Lender, lien, encumbrance
     or claim  asserted by any Person in, upon or against the Collateral (or any
     other lien that is not a Permitted  Lien).  All sums paid by the Collateral
     Agent in  respect  thereof  and all  costs,  fees and  expenses  including,
     without  limitation,  reasonable  attorney's fees,  actually incurred,  all
     court  costs  and  all  other  charges  relating  thereto  incurred  by the
     Collateral Agent,  shall constitute  Liabilities,  payable by the Debtor to
     the Collateral Agent on demand and, until paid and satisfied in full, shall
     bear interest at the highest rate then applicable to the Notes.

     2. INTERCREDITOR AGREEMENT.

     The priority of the security  interests granted hereby, the exercise by the
Collateral Agent of any of its rights or remedies  hereunder,  and the covenants
of the Debtor  contained  herein (in each case whether or not so expressed)  are

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subject in all respects to the Intercreditor  Agreement (as such term is defined
in the Purchase  Agreement).  Any reference to property in the possession of, or
to property  pledged or to be pledged to, the Collateral Agent will be deemed to
refer to, or to be satisfied by, property in the possession of or pledged to the
"Senior  Lender"  under the  Intercreditor  Agreement.  The  security  interests
created in favor of the Collateral Agent hereunder are subordinate and junior to
the security  interests  created in favor of the Senior  Lender (as such term is
defined in the Intercreditor Agreement).

     3. LIABILITIES DEFINED.

     The term  "Liability"  or  "Liabilities"  shall mean the  indebtedness  and
liabilities of the Debtor to the Collateral  Agent and/or the Noteholders  under
this Agreement, the Notes, the Purchase Agreement and the Security Documents (as
defined in the Purchase Agreement), including but not limited to all obligations
to perform  acts or refrain  from taking any action and any  obligations  of the
Debtor owing to the Collateral Agent and/or the Noteholders.


     4. POSSESSION OF COLLATERAL AND RELATED MATTERS.

     Until an Event of Default  shall have  occurred,  the Debtor shall have the
right, except as otherwise provided in this Agreement, in the ordinary course of
the Debtor's business, to: (a) sell, lease or furnish under contracts of service
any of the Debtor's  inventory normally held by the Debtor for any such purpose;
and (b) use and consume any raw  materials,  work in process or other  materials
normally held by the Debtor for such purpose; provided,  however, that a sale in
the  ordinary  course of  business  shall not  include  any  transfer or sale in
satisfaction,  partial or complete, of a debt owed by the Debtor. The Collateral
Agent through its officers,  employees or agents,  shall have the right,  at any
time and from  time to time in the  Collateral  Agent's  name,  in the name of a
nominee of the Collateral Agent or in the Debtor's name, after the occurrence of
an Event of Default, to verify the validity, amount or any other matter relating
to the Debtor's accounts, by mail, telephone, telegraph or otherwise. the Debtor
shall  reimburse  the  Collateral  Agent,  on demand,  for all  costs,  fees and
expenses incurred by the Collateral Agent in this regard.

     5. WARRANTIES AND COVENANTS.

     The Debtor warrants and agrees that:

          A.  All of the  Collateral  is and  will at all  times be owned by the
     Debtor free and clear of all liens and security  interests,  except for (i)
     the security interests granted hereunder and (ii) Permitted Liens.

          B. The office where the Debtor  keeps its books,  records and accounts
     (or copies thereof) concerning the Collateral, the Debtor's principal place
     of business and all of the Debtor's other places of business,  locations of
     Collateral  and post office boxes are as set forth in Exhibit A; the Debtor
     shall  promptly  (but in no event  less than ten (10) days  prior  thereto)
     advise the Collateral  Agent in writing of the proposed  opening of any new
     place of  business,  the closing of any  existing  place of  business,  any
     change in the  location of the  Debtor's  books,  records and  accounts (or
     copies  thereof)  or the  opening or closing of any post  office box of the
     Debtor.

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                                       4

          C. The Collateral,  including,  without limitation,  all equipment, is
     and shall be kept only at the addresses set forth on the first page of this
     Agreement or on Exhibit A, and at other  locations  within the  continental
     United  States of which has been advised by the Debtor in writing.  None of
     the  Collateral  will be removed from such  location  without prior written
     notice to the Collateral Agent.

          D. The Debtor shall keep the Collateral properly housed and insure the
     Collateral  at all times  against all hazards  reasonably  specified by the
     Collateral  Agent,  including  but not  limited  to fire,  theft  and risks
     covered by extended coverage insurance. Said policies of insurance shall be
     reasonably  satisfactory  to the  Collateral  Agent as to form,  amount and
     insurer.  All  policies  shall  provide for at least thirty (30) days prior
     written notice to the Collateral  Agent of  cancellation or non-renewal and
     shall  contain an  endorsement,  in form and  substance  acceptable  to the
     Collateral  Agent,   showing  loss  under  such  policies  payable  to  the
     Collateral  Agent  as  contemplated  by the  Intercreditor  Agreement.  The
     Collateral  Agent may act as  attorney-in-fact  for the  Debtor in  making,
     adjusting  and settling any claims under any such  insurance  policies with
     respect to the  Collateral.  The Debtor  hereby  assigns to the  Collateral
     Agent, for its benefit and for the benefit of the  Noteholders,  all of the
     Debtor's right,  title and interest to any insurance  policies insuring the
     Collateral,  including all rights to receive the proceeds of insurance, and
     directs all insurers to pay all such  proceeds  directly to the  Collateral
     Agent and authorizes  the Collateral  Agent to endorse the Debtor's name on
     any instrument for such payment.  In addition,  the Debtor will maintain at
     the Debtor's expense, such public liability and third party property damage
     insurance as shall be acceptable to the Collateral  Agent. Each such policy
     shall contain an endorsement  showing the Collateral Agent as an additional
     insured  thereunder and providing that the insurance company shall give the
     Collateral  Agent at least 30 days  prior  written  notice  before any such
     policy  shall  be  altered  or   cancelled.   The  Debtor   shall   furnish
     certificates,  policies or endorsements to the Collateral Agent as proof of
     all such insurance  described  above,  together with evidence of payment of
     premiums,  and if the Debtor  fails to do so, the  Collateral  Agent,  upon
     prior notice to the Debtor,  is authorized  but not required to obtain such
     insurance at the Debtor's expense.

          E. Debtor will not sell, lease, transfer,  assign or otherwise dispose
     of any of the Collateral or any interest  therein without the prior written
     consent of the Collateral Agent in each instance or as otherwise  permitted
     in this Agreement or the Purchase Agreement.

          F. The Debtor will notify the Collateral  Agent of any destruction of,
     or any substantial damage to, any portion of the Collateral material to the
     operations of the Debtor.

          G. The  Debtor  will not  permit any liens or  security  interests  to
     attach to any of the  Collateral,  except  those  specified  in Section 5.A
     hereof.

          H.  The  Debtor  will  pay  when  due  all  taxes,  license  fees  and
     assessments  relating to the Collateral which, if unpaid, could result in a
     lien on the Collateral, subject to the terms of the Purchase Agreement.

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                                       5

          I. The  Debtor  shall be liable to the  Collateral  Agent  and/or  the
     Noteholders  for  any  expenditures  by the  Collateral  Agent  and/or  the
     Noteholders  for  the  maintenance  and  preservation  of  the  Collateral,
     including but not limited to taxes, levies,  insurance and repairs, and for
     the  repossession,  holding,  preparation  for sale,  and the sale or other
     disposition,   of  the  Collateral  (including  reasonable  attorneys'  and
     accountants' fees and expenses actually  incurred),  as well as all damages
     for breach of  warranty,  misrepresentation,  or breach of  covenant by the
     Debtor,  and all such  liabilities  shall be included in the  definition of
     Liabilities  herein,  shall be secured  by the  security  interest  granted
     herein, and shall be payable upon demand.

          J.  The  Debtor  will  execute  financing  statements  and  any  other
     documents  required by the Collateral  Agent (and pay the cost of filing or
     recording the same in all public offices  deemed  necessary or desirable by
     the  Collateral  Agent) and do such other acts and things as the Collateral
     Agent may deem  necessary  in its  reasonable  discretion,  to  perfect  or
     maintain the security  interest  granted herein and the priority thereof or
     to effectuate the purposes of this Agreement. The Debtor irrevocably hereby
     makes,  constitutes  and  appoints  the  Collateral  Agent  (and all person
     designated by the  Collateral  Agent for that purpose) as the Debtor's true
     and lawful  attorney  and the  Collateral  Agent-in-fact  to  execute  such
     financing statements, documents and other agreements and instruments and do
     such other acts and things as may be  necessary to preserve and perfect the
     Collateral   Agent's  and  the  Noteholders'   security   interest  in  the
     Collateral.

          K. The Debtor will upon  reasonable  advance  notice (and at all times
     following the occurrence of an Event of Default without notice of any kind)
     allow the  Collateral  Agent or its agents during normal  business hours to
     examine  and  inspect  the  Collateral  as well as the  Debtor's  books and
     records,  and to make extracts and copies of them,  the Debtor shall pay to
     the  Collateral  Agent,  on demand,  all customary  fees and  out-of-pocket
     expenses incurred by the Collateral Agent in connection with the foregoing.

          L. The Debtor will keep the Debtor's  equipment in good  condition and
     repair,  reasonable wear and tear excepted.  M. The Debtor will report,  in
     form  satisfactory  to  the  Collateral  Agent,  such  information  as  the
     Collateral  Agent may  reasonably  request  regarding  the  Collateral in a
     manner  consistent with the terms of the Purchase  Agreement  regarding the
     Collateral;  such  reports  shall be for such  periods,  shall  reflect the
     Debtor's  records as at such time and shall be rendered with such frequency
     as  the  Collateral  Agent  may  reasonably   designate.   All  information
     heretofore or hereafter  furnished by the Debtor to the Collateral Agent is
     or will be true and  correct in all  material  respects as of the date with
     respect to which such information is or will be furnished.

          N. The  Debtor's  name is as set forth on the  signature  page of this
     Agreement,  and Debtor  uses no other  tradename  or  division  name in the
     operation  of the Debtor's  business.  The Debtor will give prior notice to
     the  Collateral  Agent of any intended  change of the Debtor's name, or the
     use of any tradename or trade style,  and will notify the Collateral  Agent
     when such change or use becomes effective.

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                                       6

          O. The Debtor has the right and power and is duly  authorized to enter
     into and perform  the  Debtor's  Liabilities  hereunder,  and the  Debtor's
     execution, performance and delivery of this Agreement does not and will not
     conflict with the provisions of any statute, regulation,  ordinance or rule
     of law, or with the provisions of any agreement, contract or other document
     which may now or hereafter be binding on the Debtor.

          P. The Debtor shall, at the request of the Collateral Agent,  indicate
     on its records  concerning  the Collateral a notation,  in form  reasonably
     satisfactory  to the  Collateral  Agent,  of the  security  interest of the
     Collateral Agent hereunder, and the Debtor shall not maintain duplicates or
     copies of such records at any address any other than the Debtor's principal
     place of business.

     6. EVENT OF DEFAULT.

     "Event  of  Default"  shall  have the  meaning  set  forth in the  Purchase
Agreement.

     7. RIGHTS AND REMEDIES.

     During the continuance of an Event of Default,  the Collateral  Agent shall
have all rights and remedies provided by law, including but not limited to those
of a  secured  party  under  the  Uniform  Commercial  Code  as  adopted  in the
Commonwealth of  Pennsylvania,  in addition to the rights and remedies  provided
herein.  Upon the  instruction of the Required  Noteholders,  and subject to the
terms of the  Intercreditor  Agreement,  the  Collateral  Agent may  require the
Debtor to assemble the Collateral and make it available to the Collateral  Agent
at a place to be designated by the  Collateral  Agent and permit the  Collateral
Agent to enter  the  Debtor's  places  of  business  and  conduct  a sale of the
Collateral at such location.  If notice to the Debtor of intended disposition of
Collateral is required by law, ten (10) days notice shall constitute  reasonable
notification.  In the event the Collateral Agent institutes an action to recover
any Collateral or seeks recovery of any Collateral by way of prejudgment  remedy
in an action against the Debtor, the Debtor waives the posting of any bond which
might otherwise be required.  All of the Collateral  Agent's rights and remedies
shall be  cumulative  and  none are  exclusive.  While  an Event of  Default  is
continuing,  all payments made by or on behalf of the Debtor and all credits due
the Debtor under this Agreement and under any other agreement between the Debtor
and  the  Collateral  Agent  and/or  the  Noteholders  may  be  applied  to  the
Liabilities in whatever order and amounts the Collateral Agent chooses.


     8. FEES, COSTS AND CHARGES.

     The Debtor shall be obligated to  reimburse  the  Collateral  Agent and the
Noteholders,  as part of the Liabilities,  for all fees, costs or charges of any
kind  actually  incurred  by  the  Collateral  Agent  in  connection  with  this
Agreement,  including without limitation,  any reasonable fees, costs or charges
incurred by the Collateral Agent and the Noteholders in enforcing its rights and
remedies under this Agreement.

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                                       7

     9. MISCELLANEOUS.

     Any failure or delay by the Collateral  Agent or the Noteholders to require
strict performance by the Debtor of any of the provisions, warranties, terms and
conditions  contained  herein,  in  the  Purchase  Agreement  or  in  any  other
agreement,  document or instrument,  shall not affect the Collateral  Agent's or
the Noteholders'  right to demand strict  compliance and performance  therewith,
and any waiver of any Event of Default shall not waive or affect any other Event
of Default, whether prior or subsequent thereto, and whether of the same or of a
different  type.  None  of the  warranties,  conditions,  provisions  and  terms
contained  herein,  or in the  Purchase  Agreement  or in any  other  agreement,
document  or  instrument  shall be  deemed  to have  been  waived  by any act or
knowledge of the Collateral Agent or the Noteholders,  their agents, officers or
employees, other than pursuant to an instrument in writing, signed by an officer
of the  Collateral  Agent  or  the  Noteholders,  directed  to  the  Debtor  and
specifying such waiver.

          A. Any notice under this  Agreement  shall be addressed to the parties
     at their respective addresses set below, or to such other address as either
     party designates to the other in the manner herein described.

          B. In the  event  that any  provision  hereof  shall be  deemed  to be
     invalid by any court,  such  invalidity  shall not affect the  remainder of
     this Agreement.

          C. This  Agreement  shall be binding  upon and for the  benefit of the
     parties hereto and their respective successors and assigns.

          D. THE VALIDITY,  INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL BE
     GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE DEBTOR HEREBY
     CONSENTS  TO  THE  JURISDICTION  OF  ALL  COURTS  IN  PHILADELPHIA  COUNTY,
     PENNSYLVANIA.

          E. THE DEBTOR  HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION
     OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,  ANY
     OF THE OTHER  AGREEMENTS,  THE  LIABILITIES,  THE  COLLATERAL,  ANY ALLEGED
     TORTIOUS  CONDUCT BY DEBTOR,  THE  COLLATERAL  AGENT OR THE  NOTEHOLDERS OR
     WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY,  ARISES OUT OF OR RELATES TO THE
     RELATIONSHIP  BETWEEN DEBTOR,  THE COLLATERAL AGENT OR LENDER.  IN NO EVENT
     SHALL  SECURED  PARTY BE  LIABLE  FOR LOST  PROFITS  OR  OTHER  SPECIAL  OR
     CONSEQUENTIAL DAMAGES.

          F. THE DEBTOR  HEREBY  WAIVES ALL RIGHTS TO NOTICE AND  HEARING OF ANY
     KIND PRIOR TO THE EXERCISE BY  COLLATERAL  AGENT OF ITS RIGHTS TO REPOSSESS
     THE COLLATERAL OF DEBTOR WITHOUT JUDICIAL PROCESS OR TO REPLEVY,  ATTACH OR
     LEVY UPON SUCH  COLLATERAL  WITHOUT  PRIOR  NOTICE OR HEARING  (EXCEPT  FOR
     NOTICES REQUIRED BY LAW).
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                                       8

     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement on this ____ day of June 2002.

                            EUREKA I, L.P., as the Collateral Agent

                            By: EUREKA MANAGEMENT, L.P.,
                                its sole general partner

                                By:  BERWIND CAPITAL PARTNERS, LLC,
                                     its sole general partner


                                      By:_______________________________
                                         Christine C. Jones
                                         President

                                         Address: 135 South LaSalle Street
                                         Chicago, Illinois 60603


                                MEDICAL TECHNOLOGY SYSTEMS, INC.

                                By:_____________________________________
                                   Name:
                                   Title:

                                   Address:  12920 Automobile Boulevard
                                   Clearwater, Florida 33729


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                                    EXHIBIT A

                                    Locations