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                          STOCK SUBSCRIPTION AGREEMENT


     This is an agreement (the "Agreement")  between Medical Technology Systems,
Inc., a Florida  corporation  ("Med Tech") and  LifeServ  Technologies,  Inc., a
Florida  corporation  (the  "Company")  dated  April__,  1998.  Med Tech and the
Company are referred to collectively as the "Parties".

                                   Background

     Med Tech owns all of the issued and outstanding capital stock of the
entities  listed on Exhibit A to this Agreement (the  "Subsidiaries").  Med Tech
desires to  transfer  this  stock as a capital  contribution  to the  Company in
exchange for 8,499,900  shares of the Company's common stock, par value $.01 per
share (the "Company Common Stock").  Accordingly, in consideration of the mutual
covenants and agreements set forth below, the Parties agree as follows:

                                      Terms


     1. (a) Basic  Transaction.  On and subject to the terms and  conditions  of
this Agreement,  Med Tech will transfer all of its right, title, and interest in
the issued and  outstanding  capital stock of the  subsidiaries  in exchange for
8,499,900 shares of the Company Common Stock.

          (b) The Closing. The closing of the transactions  contemplated by this
     Agreement  (the  "Closing")  shall take  place at the  offices of Med Tech,
     commencing at 9:30 a.m. local time on April___, 1997, or such other date as
     Med Tech and the Company may mutually determine (the "Closing Date").

          (c)  Deliveries  at the  Closing.  At the  Closing,  (i) Med Tech will
     deliver to the Company the various notices,  consents,  authorizations,  or
     approvals  referred to in '2(c)  below,  (ii) Med Tech will  deliver to the
     Company stock  certificates  representing all of the issued and outstanding
     capital stock of the Subsidiaries, endorsed in blank or accompanied by duly
     executed  assignment  documents,  and (iii) the Company will deliver to Med
     Tech the consideration specified in '1(a) above.

     2.  Representations  and  Warranties of Med Tech.  Med Tech  represents and
warrants to the Company that the statements contained in this '2 are correct and
complete as of the date of this Agreement.

          (a)  Organization  of the  Company.  Med  Tech is a  corporation  duly
     organized,  validly  existing,  and in  good  standing  under  the  laws of
     Florida.

          (b)  Authorization  of  Transaction.  Med  Tech  has  full  power  and
     authority  (including  full  corporate  power and authority) to execute and
     deliver  this  Agreement  and to perform its  obligations  hereunder.  This
     Agreement constitutes the valid and legally binding obligation of Med Tech,
     enforceable  in  accordance  with its  terms  and  conditions,  subject  to
     bankruptcy,  insolvency, fraudulent transfer,  reorganization,  moratorium,
     and  similar  laws  of  general  applicability  relating  to  or  affecting
     creditors'  rights and to general equitable  principles.  Med Tech need not
     give any notice  to,  make any filing  with,  or obtain any  authorization,
     consent,  or approval of any government or governmental  agency in order to
     consummate the transactions contemplated by this Agreement.

          (c)  Noncontravention.  Neither the execution and the delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will (A) violate any constitution,  statute,  regulation, rule, injunction,
     judgment,  order,  decree,  ruling,  charge,  or other  restriction  of any
     government,  governmental  agency, or court to which Med Tech is subject or
     (B)  conflict  with,  result in a breach of,  constitute  a default  under,
     result in the acceleration of, create in any party the right to accelerate,
     terminate,  modify,  or cancel,  or require any notice under any agreement,
     contract,  lease,  license,  instrument,  or other arrangement to which Med
     Tech is a party or by which any of those  entities is bound or to which any
     of those entities'  assets is subject.  Med Tech has obtained any consents,
     authorizations, or approvals of third parties, governments, or governmental
     agencies   necessary  for  the  Parties  to  consummate  the   transactions
     contemplated by this Agreement.


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     3.  Representations  and Warranties of the Company.  The Company represents
and  warrants to Med Tech that the  statements  contained in this '3 are correct
and complete as of the date of this Agreement.

          (a)  Organization  of the Company.  The Company is a corporation  duly
     organized,  validly  existing,  and in  good  standing  under  the  laws of
     Florida.

          (b)  Authorization  of  Transaction.  The  Company  has full power and
     authority  (including  full  corporate  power and authority) to execute and
     deliver  this  Agreement  and to perform its  obligations  hereunder.  This
     Agreement  constitutes  the valid and  legally  binding  obligation  of the
     Company,  enforceable in accordance with its terms and conditions,  subject
     to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium,
     and  similar  laws  of  general  applicability  relating  to  or  affecting
     creditors' rights and to general equitable principles. The Company need not
     give any notice  to,  make any filing  with,  or obtain any  authorization,
     consent,  or approval of any government or governmental  agency in order to
     consummate the transactions contemplated by this Agreement.

          (c) Capitalization. The entire authorized capital stock of the Company
     consists of 25,000,000 shares of common stock, par value $.01 per share, of
     which 100 shares will be issued and outstanding  prior to the  consummation
     of the  transactions  contemplated  by this  Agreement.  All  shares of the
     issued and outstanding Company Common Stock have been duly authorized,  are
     validly issued, fully paid, and nonassessable.  There are no outstanding or
     authorized  options,  warrants,   purchase  rights,   subscription  rights,
     conversion rights,  exchange rights, or other contracts or commitments that
     could  require the Company to issue,  sell,  or  otherwise  cause to become
     outstanding  any  of  its  capital  stock.  There  are  no  outstanding  or
     authorized stock  appreciation,  phantom stock,  profit  participation,  or
     similar  rights with  respect to the Company.  There are no voting  trusts,
     proxies,  or other agreements or understandings  with respect to the voting
     of the capital stock of the Company.

          (d)  Noncontravention.  Neither the execution and the delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will  violate any  constitution,  statute,  regulation,  rule,  injunction,
     judgment,  order,  decree,  ruling,  charge,  or other  restriction  of any
     government,  governmental  agency, or court to which the Company is subject
     or (B) conflict  with,  result in a breach of,  constitute a default under,
     result in the acceleration of, create in any party the right to accelerate,
     terminate,  modify,  or cancel,  or require any notice under any agreement,
     contract,  lease,  license,  instrument,  or other arrangement to which the
     Company is a party or by which it is bound or to which any of its assets is
     subject.  The  Company  has  obtained  any  consents,   authorizations,  or
     approvals of third parties, governments, or governmental agencies necessary
     for  the  Parties  to  consummate  the  transactions  contemplated  by this
     Agreement.

     4. Termination.

          (a)  Termination  of  Agreement.  Either Med Tech or the  Company  may
     terminate  this  Agreement  with the  prior  authorization  of its board of
     directors at any time prior to the Closing Date.

          (b) Effect of  Termination.  If any Party  terminates  this  Agreement
     pursuant to '4(a) above,  all rights and  obligations of all of the Parties
     under this Agreement shall terminate  without any liability of any Party to
     any other Party (except for any liability of any Party then in breach).

     5. Miscellaneous.

          (a) No Third-Party Beneficiaries.  This Agreement shall not confer any
     rights  or  remedies  upon any  person  other  than the  Parties  and their
     respective successors and permitted assigns.

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          (b) Entire Agreement. This Agreement (including the documents referred
     to in this Agreement)  constitutes  the entire  agreement among the Parties
     and supersedes any prior understandings,  agreements, or representations by
     or among the Parties, written or oral, to the extent they relate in any way
     to the subject matter hereof.

          (c) Successors.  This Agreement shall be binding upon and inure to the
     benefit of the Parties  named herein and their  respective  successors  and
     permitted assigns.

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

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

          (f)  Notices.  All  notices,  requests,  demands,  claims,  and  other
     communications  under  this  Agreement  will  be in  writing.  Any  notice,
     request,  demand,  claim, or other communication  hereunder shall be deemed
     duly  given  if (and  then  two  business  days  after)  it is sent by hand
     delivery and addressed to the intended recipient as set forth below:

         If to the Company:   12920 Automobile Boulevard
                              Clearwater, Florida 33762
                              Attention: Mr. Michael T. Felix

         If to Med Tech:      12920 Automobile Boulevard
                              Clearwater, Florida 33762
                              Attention: Mr. Todd E. Siegel

     Any  Party  may  send  any  notice,   request,   demand,  claim,  or  other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, facsimile,  telecopy, telex, ordinary mail, or electronic mail), but no
such notice,  request,  demand, claim, or other communication shall be deemed to
have been duly given  unless and until it actually  is received by the  intended
recipient. Any Party may change the address to which notices, requests, demands,
claims,  and other  communications  hereunder  are to be delivered by giving the
other Parties notice in the manner herein set forth.

          (g) Governing Law. This  Agreement  shall be governed by and construed
     under 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.

          (h)  Amendments  and Waivers.  No  amendment of any  provision of this
     Agreement shall be valid unless it is in writing and signed by Med Tech and
     the Company.

          (i)  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
     hereof or the validity or enforceability of the offending term or provision
     in any other situation or in any other jurisdiction.

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          (j) Expenses.  Med Tech will bear costs and expenses  (including legal
     fees and  expenses)  incurred in  connection  with this  Agreement  and the
     transactions contemplated by this Agreement.

          (k)  Incorporation  of  Exhibits.  The  Exhibits  identified  in  this
     Agreement are incorporated by reference in this Agreement.

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


MEDICAL TECHNOLOGY                      LIFESERV TECHNOLOGY, INC.
SYSTEMS, INC.

By:                                     By:
   ---------------------------------        ------------------------------------

Its:                                    Its:
    ---------------------------------        -----------------------------------

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                                    EXHIBIT A


Medication Management Technologies, Inc.
Performance Pharmacy Systems, Inc.
Systems Professionals, Inc.
Cart-Ware Industries, Inc.
Medication Management Systems, Inc.