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                                 LOAN AGREEMENT

     This Loan  Agreement  (the  "Agreement")  dated as of May 13, 1998,  by and
among Ella Kedan  ("Lender")  the  Borrowers  described  below and the Guarantor
described below.

     In  consideration  of the  Loan or Loans  described  below  and the  mutual
covenants and  agreements  contained  herein,  and intending to be legally bound
hereby, Lender and Borrowers agree as follows:


     1.  DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined
herein,  the  following  terms  shall have the  meaning  set forth with  respect
thereto:

          A.   Borrower(s):  Lifeserv  Technologies,  Inc., Performance Pharmacy
               Systems,  Inc., Medication  Management Systems,  Inc., Cart-Ware,
               Inc., and Systems Professionals, Inc.

          B.   Borrowers'  Address:   12910  Automobile  Boulevard   Clearwater,
               Florida 33762

          C.   Guarantor: Todd E. Siegel

          D.   Hazardous  Materials.  Hazardous  Materials include all materials
               defined as  hazardous  materials or  substances  under any local,
               state or federal  environmental  laws, rules or regulations,  and
               petroleum, petroleum products, oil and asbestos.

          E.   Loan.  Any loan  described in Section 2 hereof and any subsequent
               loan which states that it is subject to this Loan Agreement.

          F.   Loan Documents.  Loan Documents means this Loan Agreement and any
               and all  promissory  notes  executed by any  Borrower in favor of
               Lender and all other documents,  instruments (including,  without
               limitation,  warrants),  guarantees,  certificates and agreements
               executed and/or  delivered by any Borrower in connection with the
               Loan.

          G.   Accounting  Terms. All accounting terms not specifically  defined
               or specified herein shall have the meanings generally  attributed
               to such terms  under  generally  accepted  accounting  principles
               ("GAAP"),  as in effect from time to time,  consistently applied,
               with respect to the  financial  statements  referenced in Section
               3.H. hereof.

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                                       2

     2.   LOANS.

          A. Loan.  Lender hereby agrees to make a term loan to Borrowers in the
     principal  amount  of  $500,000.00.  The  obligation  to repay  the loan is
     evidenced by a promissory  note of even date herewith (the  promissory note
     together with any and all renewals,  extensions or  rearrangements  thereof
     being hereafter  collectively  referred to as the "Note") having a maturity
     date, repayment terms and interest rate as set forth in the Note.

          B. Use of  Proceeds.  Borrowers  agree that the  proceeds  of the Loan
     shall be used solely for working capital  purposes and shall not be used to
     satisfy any obligations of any Borrower other than obligations  incurred in
     the normal course of business of any Borrower and those obligations  listed
     on the current  listing of accounts  payable of Borrowers  that is attached
     hereto as Exhibit "A."

          C. Extension of Loan. The maturity of the Note shall be  automatically
     extended   from  July  31,   1998  until   October  31,  1998  if  Lifeserv
     Technologies,  Inc.  ("Lifeserv")  has not  raised  at least  $3,500,000.00
     pursuant to a private placement or other debt offering before July 31, 1998
     provided  that:  (a) no  events of  default  have  occurred  under the loan
     agreement  between  the  Borrowers  and  Southtrust  Bank;  (b) the pending
     Chapter  11 case of  Medical  Management  Technologies,  Inc.  has not been
     converted to a Chapter 7 case; (c) no events of default have occurred under
     the loan agreement and/or royalty agreement with the Long Family Trust; (d)
     Jesup & Lamont has not withdrawn  from its  engagement  with the Borrowers;
     (e) no defaults  exist under this  Agreement;  and (f) the  Borrowers  have
     delivered  to Lender a  certificate  of their  respective  Chief  Executive
     Officer  that all of the  foregoing  items (a)  through (e) above have been
     satisfied  and that the  Loan is not  subject  to any  setoff,  defense  or
     counterclaim by any Borrower.

     3. REPRESENTATIONS AND WARRANTIES OF BORROWERS.  Borrowers hereby represent
and warrant to Lender as follows:

          A. Good  Standing.  Each Borrower is a  corporation,  duly  organized,
     validly  existing and in good  standing  under the laws of the state of its
     respective  incorporation  and  has  the  power  and  authority  to own its
     property  and to  carry  on its  business  in each  jurisdiction  in  which
     Borrower does business.

          B.  Authority  and  Compliance.  Each  Borrower  has  full  power  and
     authority  to  execute  and  deliver  the Loan  Documents  and to incur and
     perform the obligations  provided for therein,  all of which have been duly
     authorized by all proper and necessary action of the appropriate  governing
     body of such  Borrower.  No consent or approval of any public  authority or
     other third party is  required as a condition  to the  validity of any Loan
     Document,  and each Borrower is in compliance  with all laws and regulatory
     requirements to which it is subject.

          C. Binding  Agreement.  This  Agreement  and the other Loan  Documents
     executed by each Borrower  constitute valid and legally binding obligations
     of each such Borrower, enforceable in accordance with their terms.

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                                       3

          D. Litigation.  There is no proceeding  involving any Borrower pending
     or,  to the  knowledge  of any  Borrower,  threatened  before  any court or
     governmental  authority,   agency  or  arbitration  authority,   except  as
     disclosed to Lender in writing and acknowledged by Lender prior to the date
     of this Agreement.

          E. No  Conflicting  Agreements.  There  is no  charter,  bylaw,  stock
     provision,  partnership  agreement  or  other  document  pertaining  to the
     organization,  power or  authority  of any Borrower and no provision of any
     existing agreement, mortgage, indenture or contract binding on any Borrower
     or affecting its respective properties, which would conflict with or in any
     way prevent the  execution,  delivery or carrying  out of the terms of this
     Agreement and the other Loan Documents.

          F.  Ownership of Assets.  Each  Borrower has good title to its assets,
     and its assets are free and clear of liens,  except those granted to Lender
     and as disclosed to Lender prior to the date of this Agreement.

          G. Taxes.  All taxes and  assessments due and payable by each Borrower
     have  been  paid or are  being  contested  in  good  faith  by  appropriate
     proceedings  and  each  Borrower  has  filed  all tax  returns  which it is
     required to file.

          H.  Financial  Statements.   The  financial  statements  of  Borrowers
     heretofore  delivered to Lender have been prepared in accordance  with GAAP
     applied on a consistent  basis  throughout  the period  involved and fairly
     present Borrowers' financial condition as of the date or dates thereof, and
     there  has been no  material  adverse  change in any  Borrower's  financial
     condition or operations  since December 31, 1997.  All factual  information
     furnished by Borrowers to Lender in connection  with this Agreement and the
     other Loan Documents is and will be accurate and complete on the date as of
     which such  information  is  delivered to Lender and is not and will not be
     incomplete  by the  omission of any  material  fact  necessary to make such
     information not misleading.

          I.  Place of  Business.  Each  Borrower's  chief  executive  office is
     located at 12910 Automobile Boulevard, Clearwater, Florida 33762.

          J.  Environmental The conduct of each Borrower's  business  operations
     and the condition of each Borrower's property does not and will not violate
     any  federal  laws,  rules  or  ordinances  for  environmental  protection,
     regulations of the Environmental Protection Agency, any applicable local or
     state  law,  rule,  regulation  or  rule  of  common  law or  any  judicial
     interpretation  thereof relating  primarily to the environment or Hazardous
     Materials.

          K.  Solvency.  The value of the assets of each  Borrower  exceeds  the
     amount of the liabilities of each such Borrower as of the date hereof.

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                                       4

          L. Continuation of Representations and Warranties. All representations
     and warranties  made under this Agreement shall be deemed to be made at and
     as of the date  hereof and at and as of the date of any  advance  under any
     Loan.

     4. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor hereby represents
and warrants to Borrowers that: (a) the stock  certificate or certificates  that
will be  delivered  to Lender  pursuant  to the  Pledge  Agreement  of even date
herewith between Guarantor and Lender (the "Pledge Agreement") have been sent to
the  transfer  agent  for  reissuance  in the  name  of  Guarantor  without  any
restrictive  legend printed on such reissued  certificate or  certificates,  (b)
that a copy of the  transmittal  letter from the Guarantor to the transfer agent
has been  delivered to Lender,  and (c) a copy of an opinion of counsel has been
delivered to Lender requesting removal of any restrictive  legends and directing
the transfer agent to deliver new certificates  representing  such securities to
Mark Wolfson,  as attorney for Lender,  on or before ten (10) days from the date
hereof.

     5.  REPRESENTATIONS AND WARRANTIES OF LENDER.  Lender hereby represents and
warrants to Borrowers that Lender: (a) is an "accredited investor," as that term
is  defined  in  Exhibit  "B" to this  Agreement,  (b) has  such  knowledge  and
experience in financial  and business  matters  rendering the Lender  capable of
evaluating the merits and risks of an investment in securities of the Company (a
"sophisticated  investor"),  or  (c)  is  not  an  accredited  or  sophisticated
investor,  but has  appointed  a  "purchaser  representative,"  as that  term is
defined in Exhibit "B," in connection with evaluating the merits and risks of an
investment in securities of the Company.

     6.  AFFIRMATIVE  COVENANTS.  Until  full  payment  and  performance  of all
obligations  of Borrowers  under the Note,  each  Borrower  will,  unless Lender
consents otherwise in writing (and without limiting any requirement of any other
Loan Document):

          A. Financial  Statements and Other  Information.  Maintain a system of
     accounting  satisfactory to Lender and in accordance with GAAP applied on a
     consistent basis throughout the period involved,  permit Lender's  officers
     or authorized representatives to visit and inspect such Borrower's books of
     account and other records at such  reasonable  times and as often as Lender
     may  desire,   and  pay  the  reasonable  fees  and  disbursements  of  any
     accountants or other agents of Lender  selected by Lender for the foregoing
     purposes.  Unless  written  notice of another  location is given to Lender,
     each Borrower's  books and records will be located at such Borrower's chief
     executive office set forth above. All financial statements called for below
     shall be prepared in form and content acceptable to Lender.

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                                       5

In addition, each Borrower will:

               i.   Furnish  to  Lender  audited  financial  statements  of such
                    Borrower  for  each  fiscal  year of such  Borrower,  within
                    ninety (90) days after the close of each such fiscal year.

               ii.  Furnish to Lender Borrower-prepared  financial statements of
                    such  Borrower  for each quarter of each fiscal year of such
                    Borrower,  within  forty-five  (45) days  after the close of
                    each such period.

               iii. Furnish  to  Lender  promptly  such   additional   financial
                    information   and  reports  with  respect  to  the  business
                    operations  and  financial  condition  of each  Borrower  as
                    Lender may reasonably request.

          B. Insurance.  Maintain insurance with responsible insurance companies
     on such of its  properties,  in such  amounts and against  such risks as is
     customarily   maintained  by  similar  businesses  operating  in  the  same
     vicinity,  specifically  to include  fire and extended  coverage  insurance
     covering all assets, business interruption insurance,  workers compensation
     insurance and  liability  insurance,  all to be with such  companies and in
     such amounts as are  satisfactory  to Lender and  providing for at least 30
     days  prior  notice  to Lender of any  cancellation  thereof.  Satisfactory
     evidence of such  insurance  will be  supplied  to Lender  prior to funding
     under the Loan(s) and 30 days prior to each policy renewal.

          C. Existence and Compliance. Maintain its existence, good standing and
     qualification  to do  business,  where  required  and comply with all laws,
     regulations and governmental  requirements  including,  without limitation,
     environmental  laws  applicable to it or to any of its  property,  business
     operations and transactions.

          D. Adverse Conditions or Events.  Promptly advise Lender in writing of
     (i) any condition,  event or act which comes to its attention that would or
     might materially  adversely affect such Borrower's  financial  condition or
     operations or Lender's rights under the Loan Documents, (ii) any litigation
     filed by or against such  Borrower,  (iii) any event that has occurred that
     would  constitute an event of default under any Loan Documents and (iv) any
     uninsured or partially  uninsured  loss through fire,  theft,  liability or
     property damage in excess of an aggregate of $50,000.00.

          E. Taxes and Other Obligations.  Pay all of its taxes, assessments and
     other  obligations,  including,  but not  limited to taxes,  costs or other
     expenses  arising  out of this  transaction,  as the  same  become  due and
     payable, except to the extent the same are being contested in good faith by
     appropriate proceedings in a diligent manner.

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                                       6

          F.  Maintenance.  Maintain  all  of  its  tangible  property  in  good
     condition  and  repair and make all  necessary  replacements  thereof,  and
     preserve  and  maintain  all  licenses,  trademarks,  privileges,  permits,
     franchises,  certificates  and the like  necessary for the operation of its
     business.

          G. Environmental.  Immediately advise Lender in writing of (i) any and
     all  enforcement,  cleanup,  remedial,  removal,  or other  governmental or
     regulatory  actions  instituted,  completed or  threatened  pursuant to any
     applicable  federal,  state,  or  local  laws,  ordinances  or  regulations
     relating to any Hazardous  Materials  affecting  such  Borrower's  business
     operations;  and (ii) all  claims  made or  threatened  by any third  party
     against such Borrower  relating to damages,  contribution,  cost  recovery,
     compensation,  loss or injury resulting from any Hazardous Materials.  Each
     Borrower shall  immediately  notify Lender of any remedial  action taken by
     Borrower with respect to such Borrower's business operations. Borrower will
     not use or permit any other party to use any Hazardous  Materials at any of
     such  Borrower's  places of business or at any other property owned by such
     Borrower except such materials as are incidental to such Borrower's  normal
     course of  business,  maintenance  and  repairs  and which are  handled  in
     compliance with all applicable  environmental laws. Each Borrower agrees to
     permit Lender,  its agents,  contractors and employees to enter and inspect
     any of such  Borrower's  places of business  or any other  property of such
     Borrower at any  reasonable  times upon three (3) days prior notice for the
     purposes of conducting an environmental  investigation and audit (including
     taking  physical  samples) to insure that such  Borrower is complying  with
     this covenant and Borrower shall  reimburse  Lender on demand for the costs
     of any such  environmental  investigation  and audit.  Each Borrower  shall
     provide Lender, its agents, contractors, employees and representatives with
     access  to and  copies  of any and all data and  documents  relating  to or
     dealing with any Hazardous Materials used, generated,  manufactured, stored
     or disposed of by such Borrower's  business operations within five (5) days
     of the request therefore.

     7.  NEGATIVE   COVENANTS.   Until  full  payment  and  performance  of  all
obligations  of Borrowers  under the Note, no Borrower  will,  without the prior
written  consent of Lender (and without  limiting any  requirement  of any other
Loan Documents):

          A.  Transfer of Assets or Control.  Sell,  lease,  assign or otherwise
     dispose of or  transfer  any  assets,  except in the  normal  course of its
     business, or enter into any merger or consolidation, or transfer control or
     ownership of any Borrower.

          B. Liens.  Grant,  suffer or permit any contractual or  noncontractual
     lien on or security  interest in its assets,  except in favor of Lender and
     those previously disclosed to Lender and which are described in Exhibit "C"
     attached  hereto,  or fail to  promptly  pay  when due all  lawful  claims,
     whether for labor, materials or otherwise.

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                                       7

          C. Character of Business.  Change the general character of business as
     conducted  at the  date  hereof,  or  engage  in any type of  business  not
     reasonably related to its business as presently conducted.

          D.  Extensions  and Credit.  Make or permit any subsidiary to make any
     loan or advance to any person or entity, or purchase or otherwise  acquire,
     or permit any  subsidiary  to purchase or  otherwise  acquire,  any capital
     stock,  assets,  obligations  or other  securities  of,  make  any  capital
     contribution to, or otherwise invest or acquire any interest in any entity,
     or  participate  as a  partner  or joint  venturer  with any  person or any
     entity,  except for the purchase or direct obligations in the United States
     or for any agency thereof with maturities of less than one year.

          E. Borrowings.  Create,  incur,  assume or become liable in any manner
     for any indebtedness (for borrowed money, deferred payment for the purchase
     of assets, lease payments,  as surety or guarantor for the debt of another,
     or otherwise)  other than to Lender except for (i) existing  obligations of
     Borrowers  that are  described  in Exhibit "D"  attached  hereto,  and (ii)
     normal  trade debts  incurred  in the  ordinary  course of each  Borrower's
     business.

          F.  Dividends  and  Distributions.  Make any  distribution  or pay any
     dividends (other than dividends payable in common stock of any Borrower) on
     any shares of any class of its capital stock,  or apply any of its property
     or assets to the purchase,  redemption  or the  retirement of any shares of
     any class of its capital stock.

          G. Management Change. Make any change in the president of any Borrower
     or the chief executive officer of any Borrower, if applicable.

          H. Payments to SouthTrust  Bank. Make any payments to SouthTrust Bank,
     National Association  ("SouthTrust")  pursuant to any existing indebtedness
     of any Borrower to SouthTrust.

          I. Preferred Stock.  Authorize or issue additional shares of preferred
     stock, except for the issuance of up to 35,000 shares of Series A Preferred
     Stock through Jesup & Lamont Securities  Corporation  pursuant to a private
     placement memorandum issued by LifeServ Technologies, Inc.

          J.  Consideration  for Issuance of Stock.  Issue or sell shares of its
     capital stock or rights, options,  warrants, or convertible or exchangeable
     securities  containing  the right to subscribe  for or purchase its capital
     stock (other than pursuant to an employee benefit plan) for a consideration
     consisting, in whole or in part, of property other than cash.

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                                       8

     8. DEFAULT.  Borrowers  shall be in default under this  Agreement and under
each of the other Loan  Documents  if they shall  default in the  payment of any
amounts  due and owing  under the Loan or should  any of them fail to timely and
properly observe, keep or perform any term, covenant,  agreement or condition in
any Loan  Document or in any other loan  agreement,  promissory  note,  security
agreement,  deed of trust,  deed to secure debt,  mortgage,  assignment or other
contract  securing or evidencing  payment of any indebtedness of any Borrower to
Lender.  Borrower  shall also be in  default  under  this  Agreement  if (a) any
Borrower  defaults  under the Second  Amended  and  Restated  Loan and  Security
Agreement  dated as of September 5, 1996, as amended,  by and among  SouthTrust,
certain of the Borrowers,  Medical Technology Systems, Inc. ("MTS"), and certain
other parties, (b) if any Borrower or MTS defaults under or refuses to issue any
shares  of stock  pursuant  to any  stock  warrant  that is  issued to Lender in
connection with the loan transaction contemplated by this Loan Agreement, or (c)
the  Lender's  attorney  does not  receive the  original  stock  certificate  or
certificates  that are subject to the Pledge Agreement within ten (10) days from
the date of this Agreement.

     9. REMEDIES UPON DEFAULT.  If an event of default shall occur, Lender shall
have all rights,  powers and remedies available under each of the Loan Documents
as well as all rights and remedies available at law or in equity.

     10 NOTICES. All notices, requests or demands which any party is required or
may desire to give to any other party under any provision of this Agreement must
be in writing delivered to the other party at the following address:

         Borrowers and Guarantor:
         LifeServ Technologies, Inc.,
         Performance Pharmacy Systems, Inc.,
         Medication Management Systems, Inc.,
         Cart-Ware, Inc., and
         Todd E. Siegel
         Systems Professionals, Inc.
         12910 Automobile Boulevard
         Clearwater, Florida 33762
         Fax. No.(813) 573-1100

         Lender:

         Ella Kedan
         611 Druid Road, Suite 306
         Clearwater, Florida 33616

         Fax No.   (813) 536-6458

or to such other  address as any party may  designate  by written  notice to the
other party. Each such notice,  request and demand shall be deemed given or made
as follows:

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                                       9

          A. If sent by mail,  upon the  earlier  of the date of receipt or five
     (5) days after deposit in the U.S. Mail, first class postage prepaid;

          B. If sent by any other means , upon delivery.

     11. COSTS,  EXPENSES AND  ATTORNEYS'  FEES.  Borrowers  shall pay to Lender
immediately  upon  demand the full amount of all costs and  expenses,  including
reasonable attorneys' fees incurred by Lender in connection with (a) negotiation
and  preparation of this Agreement and each of the Loan  Documents,  and (b) all
other  costs and  attorneys'  fees  incurred by Lender for which  Borrowers  are
obligated  to  reimburse  Lender  in  accordance  with  the  terms  of the  Loan
Documents.

     12.  MISCELLANEOUS.  Borrowers  and Lender  further  covenant  and agree as
follows, without limiting any requirement of any other Loan Document:

          A.  Cumulative  Rights and No Waiver.  Each and every right granted to
     Lender  under any Loan  Document,  or allowed it by law or equity  shall be
     cumulative  of each other and may be  exercised  in addition to any and all
     other rights of Lender,  and no delay in exercising any right shall operate
     as a waiver thereof,  nor shall any single or partial exercise by Lender of
     any right preclude any other or future exercise  thereof or the exercise of
     any other right. Borrowers expressly waive any presentment, demand, protest
     or other notice of any kind,  including but not limited to notice of intent
     to  accelerate  and  notice  of  acceleration.  No  notice  to or demand on
     Borrowers in any case shall, of itself,  entitle  Borrowers to any other or
     future notice or demand in similar or other circumstances.

          B.  Applicable Law. This Loan Agreement and the rights and obligations
     of the parties hereunder shall be governed by and interpreted in accordance
     with the laws of Florida and applicable United States federal law.

          C. Amendment.  No  modification,  consent,  amendment or waiver of any
     provision of this Loan Agreement, nor consent to any departure by Borrowers
     therefrom,  shall be  effective  unless the same  shall be in  writing  and
     signed by an  officer of Lender,  and then shall be  effective  only in the
     specified instance and for the purpose for which given. This Loan Agreement
     is binding upon Borrowers,  their  respective  successors and assigns,  and
     inures to the benefit of Lender,  its successors and assigns;  however,  no
     assignment  or other  transfer  of any  Borrower's  rights  or  obligations
     hereunder  shall be made or be effective  without  Lender's  prior  written
     consent,  nor  shall  it  relieve  any  such  Borrower  of any  obligations
     hereunder. There is no third party beneficiary of this Loan Agreement.

          D.  Documents.  All documents,  certificates  and other items required
     under this Loan Agreement to be executed  and/or  delivered to Lender shall
     be in form and content satisfactory to Lender and its counsel.

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                                       10

          E. Partial  Invalidity.  The  unenforceability  or  invalidity  of any
     provision of this Loan  Agreement  shall not affect the  enforceability  or
     validity   of  any  other   provision   herein   and  the   invalidity   or
     unenforceability  of any  provision  of any Loan  Document to any person or
     circumstance  shall not  affect  the  enforceability  or  validity  of such
     provision as it may apply to other persons or circumstances.

          F. Indemnification. Notwithstanding anything to the contrary contained
     in Section 12(G), each Borrower shall indemnify, defend and hold Lender and
     its  successors  and assigns  harmless from and against any and all claims,
     demands, suits, losses, damages,  assessments,  fines, penalties,  costs or
     other  expenses  (including  reasonable  attorneys'  fees and court  costs)
     arising from or in any way related to any of the transactions  contemplated
     hereby,  including  but not limited to actual or  threatened  damage to the
     environment,  agency costs of  investigation,  personal injury or death, or
     property  damage,  due  to  a  release  or  alleged  release  of  Hazardous
     Materials,  arising  from any  Borrower's  business  operations,  any other
     property  owned by any such  Borrower  or in the  surface  or ground  water
     arising from any such Borrower's business operations,  or gaseous emissions
     arising from any such Borrower's business operations or any other condition
     existing or arising from any such Borrower's business operations  resulting
     from the use or existence of Hazardous Materials, whether such claim proves
     to be true or  false.  Each  Borrower  further  agrees  that its  indemnity
     obligations  shall include,  but are not limited to,  liability for damages
     resulting  from  the  personal  injury  or  death  of an  employee  of such
     Borrower,  regardless of whether such Borrower has paid the employee  under
     the workmen' s compensation  laws of any state or other similar  federal or
     state  legislation  for the  protection  of employees.  The term  "property
     damage" as used in this paragraph  includes,  but is not limited to, damage
     to any real or personal  property of the Borrower,  the Lender,  and of any
     third parties.  Each  Borrower's  obligations  under this  paragraph  shall
     survive the repayment of the Loan.

          G.  Survivability.  All  covenants,  agreements,  representations  and
     warranties  made herein or in the other Loan  Documents  shall  survive the
     making of the Loan and shall  continue  in full force and effect so long as
     the  Loan is  outstanding  or the  obligation  of the  Lender  to make  any
     advances under the Line shall not have expired.

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                                       11

          H.  Bankruptcy.  In the event any Borrower files a petition for relief
     under any  chapter of the United  States  Bankruptcy  Code,  each  Borrower
     agrees that  Lender  shall be entitled  to, and each such  Borrower  hereby
     consents  to,  immediate  relief  from the  automatic  stay  imposed by the
     Bankruptcy Code to take any and all actions necessary to enforce any rights
     Lender may have under this Agreement or the Loan Documents  without further
     notice to, or order of any bankruptcy court, including, but not limited to,
     enforcing the security  interest of the Lender in the assets of each of the
     Borrowers,  or otherwise compel the specific  performance of any obligation
     of any  Borrower  under this  Agreement or the other Loan  Documents.  Each
     Borrower  further  agrees that the filing of any partition for relief under
     the Bankruptcy  Code shall be deemed to have filed in bad faith and subject
     to dismissal.

          I.  Counterparts.  This  Agreement  may be  executed  in  two or  more
     counterparts any by facsimile transmission of signed counterparts,  each of
     which  shall  be  deemed  an  original,  but all of  which  together  shall
     constitute one and the same instrument.

     13.  WAIVER OF JURY  TRIAL.  AFTER  CONSULTING  WITH  COUNSEL  AND  CAREFUL
CONSIDERATION,  EACH BORROWER, GUARANTOR AND LENDER KNOWINGLY,  VOLUNTARILY, AND
INTENTIONALLY  WAIVES  THE  RIGHT  ANY OF THEM MAY HAVE TO A TRIAL BY JURY  WITH
RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT,  THE NOTE, OR ANY OTHER
LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(ORAL OR  WRITTEN),  OR ACTIONS OF ANY  BORROWER  OR  LENDER.  THIS  WAIVER IS A
MATERIAL INDUCEMENT TO LENDER'S AGREEMENT TO MAKE THE LOAN TO BORROWERS.

     14. NO ORAL  AGREEMENT.  THIS  WRITTEN  LOAN  AGREEMENT  AND THE OTHER LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.

     15. JOINT VENTURE.  Neither this Loan Agreement nor any other Loan Document
creates or evidences a partnership  or joint  venture  between the Borrowers and
the Lender.  The relationship  between  Borrowers and Lender is solely that of a
debtor and creditor.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed under seal by their duly authorized representatives as of the date
first above written.
                                             LENDER:

                                             Ella Kedan

<PAGE>
                                       12

                                             BORROWERS:
     
                                             LIFESERV TECHNOLOGIES, INC.
                                             By:                        , as its
                                                ------------------------
                                             -----------------------------------

                                             PERFORMANCE PHARMACY SYSTEMS, INC.
                                             By:                        , as its
                                                ------------------------
                                             -----------------------------------

                                             MEDICATION MANAGEMENT SYSTEMS, INC.
                                             By:                        , as its
                                                ------------------------
                                             -----------------------------------

                                             CART-WARE, INC.
                                             By:                        , as its
                                                ------------------------
                                             -----------------------------------

                                             SYSTEMS PROFESSIONALS, INC.
                                             By:                        , as its
                                                ------------------------
                                             -----------------------------------

                                              GUARANTOR:

                                             -----------------------------------
                                             Todd E. Siegel

<PAGE>
                                       13

                                   EXHIBIT "A"

                                ACCOUNTS PAYABLE

<PAGE>
                                       14

                                   EXHIBIT "B"

     With respect to  individuals,  an "accredited  investor" is defined by Rule
501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended
("Reg D"), as (i) "any natural person whose  individual net worth,  or joint net
worth  with  that  person's  spouse,   at  the  time  of  his  purchase  exceeds
$1,000,000,"  (ii) "any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation  of reaching  the same income  level in the current  year," or (iii)
"any  director,  executive  officer,  or  general  partner  of the issuer of the
securities being offered or sold, or any director,  executive officer or general
partner of a general partner of that issuer."

     "Purchaser  representative" is defined by Reg D as a person that is "not an
affiliate,  director,  officer or other  employee of the issuer,  or  beneficial
owner of 10 percent or more of any class of the equity  securities or 10 percent
or more of the equity  interest in the  issuer,"  unless the  purchaser is (a) a
relative of the purchaser representative by blood, marriage, or adoption, and is
not more  remote  than a first  cousin;  (b) a trust  or  estate  in  which  the
purchaser representative and any persons related to him as described in sections
(a) or (c) of this paragraph  collectively  have more than 50% of the beneficial
interest   (excluding   contingent   interest)   or  of  which   the   purchaser
representative serves as trustee,  executor,  or in any similar capacity;  (c) a
corporation or other organization of which the purchaser  representative and any
persons  related to him as described  in sections  (a) or (b) of this  paragraph
collectively are the beneficial owners of more than 50% of the equity securities
(excluding  directors'  qualifying  shares) or equity  interests.  A  "purchaser
representative"  must  have such  knowledge  and  experience  in  financial  and
business  matters that he is capable of evaluating  (together with the purchaser
or other purchaser representatives of the purchaser) the merits and risks of the
prospective  investment.  A  "purchaser  representative"  must also meet certain
acknowledgement and disclosure requirements described in Reg D.



<PAGE>
                                       15

                                   EXHIBIT "C"


1.       The prior rights and  interests  of Linc  Capital,  Inc.,  in a certain
         rental agreement with the Connecticut Valley Hospital dated October 27,
         1997.

2.       The rights and  interests  of  SouthTrust  Bank,  N.A. in the assets of
         Debtor,  which rights and interests have been  subordinated to the lien
         and security interests in favor of Lender.

3.       The prior rights and interests of Colonial Pacific Leasing  Corporation
         in certain equipment of the Debtor as described in Financing  Statement
         No. 94000259677 filed with the Florida Secretary of State.

4.       The rights and interests of Linc Capital, Inc., in certain equipment of
         Debtor  as  disclosed  by  Financing  Statement  No.  980000055896  and
         Financing  Statement  No.  980000074289  both  filed  with the  Florida
         Secretary of State.

<PAGE>
                                       16

                                   EXHIBIT "D"

                              EXISTING OBLIGATIONS

     1. The  obligations of Borrowers to the lenders or the secured parties that
are listed in Exhibit "C" attached hereto.

<PAGE>
                                       1

                                 Promissory Note

Date May 13, 1998
Amount $500,000.00                                  Maturity Date July 31, 1998

================================================================================
Lender:                     Borrowers:

 Ella Kedan                  Lifeserv Technologies, Inc., Performance Pharmacy
 611 Druid Road              Systems, Inc., Medication Management Systems, Inc.,
 Suite 306                   Cart-Ware, Inc., and Systems Professionals, Inc.
 Clearwater, Florida 33616   12910 Automobile Boulevard
                              Clearwater, Florida 33762

================================================================================

FOR VALUE RECEIVED,  the undersigned  Borrower  unconditionally (and jointly and
severally,  if more  than  one)  promises  to pay to the  order of  Lender,  its
successors  and  assigns,  without  setoff,  at  its  offices  indicated  at the
beginning of this Note,  or at such other place as may be  designated by Lender,
the principal amount of Five Hundred Thousand and No/100 Dollars  ($500,000.00),
or so much thereof as may be advanced from time to time in immediately available
funds,  together  with  interest  computed  daily on the  outstanding  principal
balance  hereunder,  at an annual  interest  rate,  and in  accordance  with the
payment schedule, indicated below.

1.      Rate.

       Fixed Rate.  The Rate shall be fixed at ten percent (10.0%) per annum.

Notwithstanding any provision of this Note, Lender does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the maximum  permitted by the  applicable law of the State of Florida;
if any higher rate ceiling is lawful, then that higher rate ceiling shall apply.
Any payment in excess of such maximum  shall be refunded to Borrower or credited
against principal, at the option of Lender.

2. Accrual Method.  Unless otherwise  indicated,  interest at the Rate set forth
above will be  calculated  by the 365/360 day method (a daily amount of interest
is computed for a  hypothetical  year of 360 days;  that amount is multiplied by
the actual number of days for which any principal is outstanding hereunder).

3. Payment Schedule.  All payments received  hereunder shall be applied first to
the payment of any expense or charges payable  hereunder or under any other loan
documents  executed  in  connection  with this Note,  then to  interest  due and
payable, with the balance applied to principal, or in such other order as Lender
shall determine at its option.

     Single  Payment.  Principal and interest  shall be paid in full in a single
payment on July 31, 1998. The maturity date of this Note shall be  automatically
extended from July 31, 1998, to October 31, 1998, if the Borrower  satisfies all
of the terms and  conditions of a Loan  Agreement of even date herewith  between
Borrower and Lender.

4. Waivers, Consents and Covenants.  Borrower, any indorser or guarantor hereof,
or  any  other  party  hereto   (individually   an  "Obligor"  and  collectively
"Obligors")  and each of them  jointly  and  severally:  (a) waive  presentment,
demand,  protest,  notice of demand,  notice of intent to accelerate,  notice of
acceleration  of maturity,  notice of protest,  notice of nonpayment,  notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any  indorsement or guaranty of this Note, or any other  documents
executed in connection  with this Note or any other note or other loan documents
now or  hereafter  executed in  connection  with any  obligation  of Borrower to
Lender (the "Loan Documents");  (b) consent to all delays, extensions,  renewals
or other  modifications  of this Note or the Loan  Documents,  or waivers of any
term hereof or of the Loan  Documents,  or release or discharge by Lender of any
of  Obligors,  or release,  substitution  or exchange  of any  security  for the
payment hereof,  or the failure to act on the part of Lender,  or any indulgence
shown by Lender (without notice to or further assent from any of Obligors),  and
agree that no such  action,  failure to act or failure to exercise  any right or
remedy  by Lender  shall in any way  affect or  impair  the  obligations  of any
Obligors or be construed as a waiver by Lender of, or otherwise  affect,  any of
Lender's rights under this Note,  under any indorsement or guaranty of this Note
or under any of the Loan Documents;  and (c) agree to pay, on demand,  all costs
and  expenses of  collection  or defense of this Note or of any  indorsement  or
guaranty  hereof  and/or the  enforcement  or defense of  Lender's  rights  with
respect to, or the administration,  supervision, preservation, or protection of,
or realization  upon, any property securing payment hereof,  including,  without
limitation,  reasonable  attorney's and paralegal=s fees, including fees related
to  any  suit,  mediation  or  arbitration  proceeding,  out  of  court  payment
agreement,  trial, appeal,  bankruptcy proceedings or other proceeding,  in such
amount as may be determined reasonable by any arbitrator or court,  whichever is
applicable.

5.  Indemnification.  Obligors agree to promptly pay,  indemnify and hold Lender
harmless from all State and Federal taxes of any kind and other liabilities with
respect to or resulting from the execution  and/or  delivery of this Note or any
advances made pursuant to this Note. If this Note has a revolving feature and is
secured  by a  mortgage,  Obligors  expressly  consent to the  deduction  of any
applicable taxes from each taxable advance extended by Lender.

6. Prepayments.  Prepayments may be made in whole or in part at any time without
premium or penalty. All prepayments of principal shall be applied in the inverse
order of maturity,  or in such other order as Lender shall determine in its sole
discretion.

7. Delinquency  Charge. To the extent permitted by law, a delinquency charge may
be imposed in an amount not to exceed four  percent  (4%) of any payment that is
more than fifteen days late.

8. Events of Default.  The  following are events of default  hereunder:  (a) the
failure to pay any  obligation,  liability  or  indebtedness  of any  Obligor to
Lender, whether under this Note or any Loan Documents,  as and when due (whether
at  maturity  or  by  acceleration);  (b)  the  failure  to  perform  any  other
obligation, liability or indebtedness of any Obligor to Lender, which failure is
not  cured  within  fifteen  (15) days  from the date on which  Lender  provides
Borrower  written notice of such failure to the extent that any such default can
be cured by Borrower;  (c) the commencement of a proceeding  against any Obligor
for  dissolution or  liquidation,  the voluntary or  involuntary  termination or
dissolution of any Obligor or the merger or consolidation of any Obligor with or
into  another  entity;  (d) the  insolvency  of, the  business  failure  of, the
appointment  of a custodian,  trustee,  liquidator or receiver for or for any of
the property of, the  assignment  for the benefit of creditors by, or the filing

<PAGE>
                                       2

of a petition under bankruptcy,  insolvency or debtor's relief law or the filing
of a petition for any adjustment of indebtedness, composition or extension by or
against any Obligor;  (e) the determination by Lender that any representation or
warranty made to Lender by any Obligor in any Loan  Documents or otherwise or in
any  financial  statement  or financial  information  submitted to Lender by any
Borrower is or was, when it was made, untrue or materially  misleading;  (f) the
entry of a judgment against any Obligor in excess of $50,000.00,  which judgment
is not satisfied or bonded off within thirty (30) days from the date of entry of
the judgment;  (g) the seizure or forfeiture  of, or the issuance of any writ of
possession, garnishment or attachment which writ relates to any damage in excess
of $50,000.00  and which writ is not dismissed  within thirty (30) days from the
date of issuance of any such writ; or (h) the failure of any Borrower's business
to comply in any material  respect with any law or  regulation  controlling  its
operation.

9. Remedies upon  Default.  Whenever  there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Lender (however  acquired or evidenced)  shall, at the option of Lender,  become
immediately  due and  payable  and any  obligation  of Lender to permit  further
borrowing under this Note shall immediately  cease and terminate,  and/or (b) to
the extent  permitted by law, the Rate of interest on the unpaid principal shall
be increased at Lender's discretion up to the maximum rate allowed by law, or if
none, 18% per annum (the "Default  Rate").  The provisions  herein for a Default
Rate  shall not be deemed to extend  the time for any  payment  hereunder  or to
constitute a "grace  period"  giving  Obligors a right to cure any  default.  At
Lender's  option,  any accrued and unpaid  interest,  fees or charges  may,  for
purposes of computing and accruing  interest on a daily basis after the due date
of the Note or any installment  thereof, be deemed to be a part of the principal
balance,  and interest shall accrue on a daily  compounded basis after such date
at the Default Rate provided in this Note until the entire  outstanding  balance
of  principal  and  interest  is paid in full.  Upon a default  under this Note,
Lender is hereby  authorized  at any time,  at its option and without  notice or
demand,  to set off and charge  against any deposit  accounts of any Obligor (as
well as any money, instruments,  securities,  documents, chattel paper, credits,
claims,  demands,  income and any other  property,  rights and  interests of any
Obligor),  which at any time shall come into the  possession or custody or under
the control of Lender or any of its agents,  affiliates or  correspondents,  any
and all  obligations due hereunder.  Additionally,  Lender shall have all rights
and remedies  available under each of the Loan Documents,  as well as all rights
and remedies  available at law or in equity.  Any judgment rendered on this Note
shall bear  interest  at the  highest  rate of  interest  permitted  pursuant to
Chapter 687, Florida Statutes.

10. Non-waiver. The failure at any time of Lender to exercise any of its options
or any other rights  hereunder shall not constitute a waiver thereof,  nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Lender  shall be  cumulative  and may be pursued  singly,
successively or together,  at the option of Lender.  The acceptance by Lender of
any partial  payment  shall not  constitute a waiver of any default or of any of
Lender's rights under this Note. No waiver of any of its rights  hereunder,  and
no modification or amendment of this Note,  shall be deemed to be made by Lender
unless the same shall be in writing,  duly signed on behalf of Lender; each such
waiver  shall apply only with  respect to the specific  instance  involved,  and
shall in no way impair the rights of Lender or the  obligations  of  Obligors to
Lender in any other respect at any other time.

11.  Applicable  Law,  Venue  and  Jurisdiction.  This Note and the  rights  and
obligations  of Borrower  and Lender  shall be governed  by and  interpreted  in
accordance with the law of the State of Florida. In any litigation in connection
with or to enforce this Note or any  indorsement or guaranty of this Note or any
Loan Documents,  Obligors,  and each of them,  irrevocably consent to and confer
personal jurisdiction on the courts of the State of Florida or the United States
located  within the State of Florida and  expressly  waive any  objections as to
venue in any such courts.  Nothing  contained  herein  shall,  however,  prevent
Lender from bringing any action or exercising  any rights within any other state
or  jurisdiction  or from  obtaining  personal  jurisdiction  by any other means
available  under  applicable  law.  The  interest  rate  charged on this Note is
authorized  by  Chapter  655,  Florida  Statutes  and  Section  687.12,  Florida
Statutes.

12. Partial Invalidity.  The  unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or  unenforceability  of any provision of this Note or
of the Loan  Documents  to any  person  or  circumstance  shall not  affect  the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

13. Binding Effect.  This Note shall be binding upon and inure to the benefit of
Borrower,  Obligors and Lender and their respective  successors,  assigns, heirs
and personal representatives, provided, however, that no obligations of Borrower
or Obligors hereunder can be assigned without prior written consent of Lender.

14. Controlling  Document.  To the extent that this Note conflicts with or is in
any way incompatible  with any other document  related  specifically to the loan
evidenced by this Note,  this Note shall  control over any other such  document,
and if this Note does not address an issue,  then each other such document shall
control to the extent that it deals most specifically with an issue.

15.  WAIVER  OF  JURY  TRIAL.   AFTER   CONSULTING   WITH  COUNSEL  AND  CAREFUL
CONSIDERATION,  BORROWER  AND  LENDER  (BY  ITS  ACCEPTANCE  HEREOF)  KNOWINGLY,
VOLUNTARILY,  AND INTENTIONALLY  WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY WITH  RESPECT  TO ANY  LITIGATION  ARISING  OUT OF THIS NOTE OR THE LOAN
DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (ORAL
OR  WRITTEN),  OR  ACTIONS OF  BORROWER  OR  LENDER.  THIS  WAIVER IS A MATERIAL
INDUCEMENT TO LENDER'S  ACCEPTANCE OF THIS NOTE.  Borrower  represents to Lender
that the proceeds of this loan are to be used  primarily for business.  Borrower
acknowledges  having read and  understood,  and agrees to be bound by, all terms
and  conditions of this Note and hereby  executes this Note under seal as of the
date here above written.

     NOTICE OF FINAL  AGREEMENT.  THIS WRITTEN  PROMISSORY  NOTE  REPRESENTS THE
FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS,  OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

If this Note is secured by a mortgage on real property,  documentary stamp taxes
have been paid and affixed to the mortgage.

EXECUTION DATE:  May 13, 1998

                                        BORROWERS:

                                        LIFESERV TECHNOLOGIES, INC.
                                        By:                       , as its
                                           ------------------------
                                        -----------------------------------
                                      
                                        PERFORMANCE PHARMACY SYSTEMS, INC.
                                        By:                       , as its
                                           ------------------------
                                        -----------------------------------
                             
                                        MEDICATION MANAGEMENT SYSTEMS, INC.
                                        By:                       , as its
                                           ------------------------
                                        -----------------------------------
                     
                                        CART-WARE, INC.
                                        By:                       , as its
                                           ------------------------
                                        -----------------------------------
                             
                                        SYSTEMS PROFESSIONALS, INC.
                                        By:                       , as its
                                           ------------------------
                                        -----------------------------------

<PAGE>
                                       1

                               Security Agreement
                                                                 
Date:  May 13, 1998

================================================================================
Lender/Secured Party:       Debtor(s)/Pledgor(s):

Ella Kedan                  Lifeserv Technologies, Inc., Performance Pharmacy
611 Druid Road              Systems, Inc., Medication Management Systems, Inc.,
Suite 306                   Cart-Ware, Inc., and Systems Professionals, Inc.
Clearwater, Florida 33616   12910 Automobile Boulevard
                            Clearwater, Florida 33762
================================================================================
Debtor/Pledgor  is:  [  ]  Individual  [X]  Corporation  [  ]  Partnership  [  ]
Other_________________________________   Address  is  Debtor=s/Pledgor's:   [  ]
Residence  [ ] Place of  Business  [X] Chief  Executive  Office if more than one
place  of  business  Collateral   (hereinafter   defined)  is  located  at:  [X]
Debtor's/Pledgor=s    address   shown   above   and   the   following   address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
================================================================================

1.  Security  Interest.  For good and  valuable  consideration,  the receipt and
adequacy of which are hereby acknowledged,  Debtor/Pledgor (hereinafter referred
to as "Debtor") assigns and grants to Lender (also known as "Secured Party"),  a
security interest and lien in the Collateral (hereinafter defined) to secure the
payment and the performance of the Obligation (hereinafter defined).

2.  Collateral.  A security  interest  is granted  in the  following  collateral
described in this Item 2 (the ACollateral"):

     A. Types of Collateral

     Accounts:  Any and all  accounts  and other rights of Debtor to the payment
for goods  sold or leased or for  services  rendered  whether  or not  earned by
performance, including, without limitation, contract rights, book debts, checks,
notes, drafts, instruments,  chattel paper, acceptances, and any and all amounts
due to Debtor from a factor or other forms of obligations and  receivables,  now
existing or hereafter arising;

     Inventory:

     Blanket Lien: Any and all of Debtor's goods held as inventory, now existing
or hereafter arising;

     Equipment:

     Blanket  Lien:  Any and all of Debtor's  property  held as  equipment,  now
existing or hereafter arising;

     Fixtures:

     Blanket Lien: Any and all of Debtor's goods held as fixtures,  now existing
or hereafter arising;

     Instruments and/or Investment Documents:

     Blanket Lien:  Any and all of Debtor's  instruments,  documents,  and other
writings of any type,  now existing or hereafter  arising (other than any shares
of stock of any Debtor owned by Lifeserv Technologies, Inc.); and

     General Intangibles:

     Blanket Lien:  Any and all of Debtor's  general  intangible  property,  now
existing or hereafter  arising,  including,  but not limited to, all copyrights,
patents, trademarks, and licenses of Debtor, including Patent No. 4,695,954 that
is owned by Lifeserv  Technologies,  Inc., and the trademarks that are listed on
Exhibit "A" attached hereto.

     B.  Substitutions,  Proceeds and Related Items. Any and all substitutes and
replacements for,  accessions,  attachments and other additions to, tools, parts
and equipment now or hereafter added to or used in connection with, and all cash
or  non-cash  proceeds  and  products  of, the  Collateral  (including,  without
limitation,   all  income,   benefits  and  property  receivable,   received  or
distributed which results from any of the Collateral,  such as dividends payable
or distributable in cash, property or stock; insurance distributions of any kind
related to the Collateral,  including,  without  limitation,  returned premiums,
interest,  premium and principal payments;  redemption proceeds and subscription
rights;  and shares or other proceeds of conversions or splits of any securities
in the Collateral); any and all choses in action and causes of action of Debtor,
whether now existing or hereafter  arising,  relating  directly or indirectly to
the Collateral  (whether  arising in contract,  tort or otherwise and whether or
not  currently  in  litigation);   all  certificates  of  title,  manufacturer's
statements of origin,  other documents,  accounts and chattel paper, whether now
existing or  hereafter  arising  directly or  indirectly  from or related to the
Collateral;  all  warranties,  wrapping,  packaging,  advertising  and  shipping
materials  used or to be used in connection  with or related to the  Collateral;
all of  Debtor's  books,  records,  data,  plans,  manuals,  computer  software,
computer tapes,  computer systems,  computer disks,  computer  programs,  source
codes and object  codes  containing  any  information,  pertaining  directly  or
indirectly to the Collateral and all rights of Debtor to retrieve data and other
information  pertaining  directly or  indirectly  to the  Collateral  from third
parties,  whether now existing or hereafter arising; and all returned,  refused,
stopped in transit,  or  repossessed  Collateral,  any of which,  if received by
Debtor, upon request shall be delivered immediately to Lender.

     C. Balances and Other  Property.  The balance of every  deposit  account of
Debtor maintained with Lender and any other claim of Debtor against Lender,  now
or hereafter existing,  liquidated or unliquidated,  and all money, instruments,
securities,  documents, chattel paper, credits, claims, demands, income, and any
other property, rights and interests of Debtor which at any time shall come into
the possession or custody or under the control of Lender or any of its agents or
affiliates  for any purpose,  and the  proceeds of any thereof.  Lender shall be
deemed to have  possession  of any of the  Collateral in transit to or set apart
for it or any of its agents or affiliates.

3.  Description of  Obligation(s).  The following  obligations  ("Obligation" or
AObligations@)  are  secured  by this  Agreement:  (a) All  debts,  obligations,
liabilities  and agreements of Debtor to Lender with respect to the  $500,000.00
loan from Lender to Debtor or that is  evidenced  by a  promissory  note of even
date  herewith  from  Debtor  in favor of  Lender  (the  "Note");  (b) All costs
incurred by Lender to obtain,  preserve,  perfect and enforce this Agreement and
maintain, preserve, collect and realize upon the Collateral; (c) All other costs
and  attorney's  fees  incurred  by Lender,  for which  Debtor is  obligated  to
reimburse Lender in accordance with the terms of the Loan Documents (hereinafter
defined), together with interest at the maximum rate allowed by law, or if none,
18% per annum;  and (d) All amounts which may be owed to Lender  pursuant to all
other Loan Documents  executed between Lender and any other Debtor. If Debtor is
not the obligor of the Obligation, and in the event any amount paid to Lender on
any  Obligation is  subsequently  recovered from Lender in or as a result of any
bankruptcy,  insolvency or  fraudulent  conveyance  proceeding,  Debtor shall be
liable to Lender for the amounts so recovered up to the fair market value of the
Collateral  whether or not the  Collateral  has been  released  or the  security
interest  terminated.  In the  event the  Collateral  has been  released  or the
security interest  terminated,  the fair market value of the Collateral shall be
determined,  at Lender's option, as of the date the Collateral was released, the
security interest terminated, or said amounts were recovered.

<PAGE>
                                       2


4.  Debtor's  Warranties.  Debtor  hereby  represents  and warrants to Lender as
follows:

     A. Financing Statements. Except as may be noted by schedule attached hereto
and  incorporated  herein by  reference,  no  financing  statement  covering the
Collateral  is or will be on file in any public  office,  except  the  financing
statements relating to this security interest,  and no security interest,  other
than the one herein created, has attached or been perfected in the Collateral or
any part thereof.

     B. Ownership.  Debtor owns, or will use the proceeds of any loans by Lender
to become the owner of, the Collateral free from any setoff, claim, restriction,
lien,  security  interest or encumbrance  except liens for taxes not yet due and
the security interest hereunder.

     C.  Fixtures  and  Accessions.  None of the  Collateral  is affixed to real
estate or is an accession to any goods,  or will become a fixture or  accession,
except as expressly set out herein.

     D. Claims of Debtors on the Collateral.  To the best of Debtor's knowledge,
all account  debtors and other obligors  whose debts or obligations  are part of
the Collateral have no right to setoffs,  counterclaims  or adjustments,  and no
defenses in connection therewith.

     E. Environmental  Compliance.  The conduct of Debtor's business  operations
and the condition of Debtor's property does not and will not violate any federal
laws,  rules or ordinances  for  environmental  protection,  regulations  of the
Environmental  Protection  Agency and any  applicable  local or state law, rule,
regulation  or  rule of  common  law and  any  judicial  interpretation  thereof
relating  primarily to the  environment  or any  materials  defined as hazardous
materials or substances under any local,  state or federal  environmental  laws,
rules or  regulations,  and  petroleum,  petroleum  products,  oil and  asbestos
("Hazardous Materials").

     F. Power and  Authority.  Debtor has full power and  authority to make this
Agreement,  and all necessary  consents and approvals of any persons,  entities,
governmental  or  regulatory  authorities  and  securities  exchanges  have been
obtained to effectuate the validity of this Agreement.

5.  Debtor's  Covenants.  Until  full  payment  and  performance  of  all of the
Obligation  and  termination  or expiration  of any  obligation or commitment of
Lender to make advances or loans to Debtor,  unless Lender otherwise consents in
writing:

     A.  Obligation  and  This  Agreement.  Debtor  shall  perform  all  of  its
agreements herein and in any other agreements between it and Lender.

     B.  Ownership  and  Maintenance  of the  Collateral.  Debtor shall keep all
tangible  Collateral  in good  condition.  Debtor  shall  defend the  Collateral
against all claims and demands of all persons at any time  claiming any interest
therein adverse to Lender.  Debtor shall keep the Collateral free from all liens
and  security  interests  except  those for taxes not yet due,  those  liens and
security  interests that are described in Exhibit "B" attached  hereto,  and the
security interest hereby created.

     C. Insurance.  Debtor shall insure the Collateral with companies acceptable
to Lender.  Such  insurance  shall be in an amount not less than the fair market
value of the  Collateral  and  shall  be  against  such  casualties,  with  such
deductible  amounts as Lender shall reasonably  approve.  All insurance policies
shall be written  for the  benefit of Debtor and Lender as their  interests  may
appear,  payable  to Lender as loss  payee,  or in other  form  satisfactory  to
Lender, and such policies or certificates evidencing the same shall be furnished
to Lender.  All policies of insurance shall provide for written notice to Lender
at least  thirty  (30)  days  prior to  cancellation.  Risk of loss or damage is
Debtor's to the extent of any deficiency in any effective insurance coverage.

     D.  Lender's  Costs.  Debtor shall pay all  reasonable  costs  necessary to
obtain,  preserve,  perfect, defend and enforce the security interest created by
this  Agreement,  collect the  Obligation,  and  preserve,  defend,  enforce and
collect  the  Collateral,  including  but not  limited  to  taxes,  assessments,
insurance  premiums,  repairs,  rent, storage costs and expenses of sales, legal
expenses, reasonable attorney's fees and other fees or expenses for which Debtor
is  obligated  to  reimburse  Lender  in  accordance  with the terms of the Loan
Documents.  Whether  the  Collateral  is or is not in Lender's  possession,  and
without any obligation to do so and without waiving Debtor's default for failure
to make any such  payment,  Lender  at its  option  may pay any such  costs  and
expenses, discharge encumbrances on the Collateral, and pay for insurance of the
Collateral,  and  such  payments  shall  be a part of the  Obligation  and  bear
interest  at the rate set out in the  Obligation.  Debtor  agrees  to  reimburse
Lender on demand for any costs so incurred.

     E. Information and Inspection. Debtor shall (i) promptly furnish Lender any
information  with  respect to the  Collateral  requested  by Lender;  (ii) allow
Lender  or its  representatives  to  inspect  the  Collateral,  at any  time and
wherever   located,   and  to  inspect  and  copy,  or  furnish  Lender  or  its
representatives  with copies of, all records  relating to the Collateral and the
Obligation;   (iii)  promptly  furnish  Lender  or  its   representatives   such
information as Lender may request to identify the Collateral, at the time and in
the form requested by Lender;  and (iv) deliver upon request to Lender  shipping
and delivery receipts  evidencing the shipment of goods and invoices  evidencing
the receipt of, and the payment for, the Collateral.

     F.  Additional  Documents.  Debtor shall sign and deliver any papers deemed
necessary  or  desirable  in the  judgment  of Lender to obtain,  maintain,  and
perfect the security interest  hereunder and to enable Lender to comply with any
federal  or state law in order to obtain or  perfect  Lender's  interest  in the
Collateral or to obtain proceeds of the Collateral.

     G. Parties Liable on the Collateral. Debtor shall preserve the liability of
all  obligors on any  Collateral,  shall  preserve  the priority of all security
therefor,  and shall deliver to Lender the original certificates of title on all
motor vehicles or other titled  vehicles  constituting  the  Collateral.  Lender
shall have no duty to preserve such liability or security,  but may do so at the
expense of Debtor, without waiving Debtor's default.

     H. Records of the Collateral.  Debtor at all times shall maintain  accurate
books and records  covering the  Collateral.  Debtor  immediately  will mark all
books  and  records  with  an  entry  showing  the  absolute  assignment  of all
Collateral  to Lender,  and Lender is hereby  given the right to audit the books
and records of Debtor  relating to the  Collateral  at any time and from time to
time.  The  amounts  shown  as owed  to  Debtor  on  Debtor's  books  and on any
assignment schedule will be the undisputed amounts owing and unpaid.

     I.  Disposition of the Collateral.  If disposition of any Collateral  gives
rise to an account, chattel paper or instrument, Debtor immediately shall notify
Lender,  and upon  request of Lender shall assign or indorse the same to Lender.
No Collateral may be sold, leased, manufactured, processed or otherwise disposed
of by Debtor in any manner without the prior written  consent of Lender,  except
the Collateral sold, leased, manufactured, processed or consumed in the ordinary
course of business.

     J. Accounts.  Each account held as Collateral  will represent the valid and
legally  enforceable  obligation  of third parties and shall not be evidenced by
any instrument or chattel paper.

     K.  Notice/Location  of the  Collateral.  Debtor shall give Lender  written
notice  of each  office  of Debtor in which  records  of  Debtor  pertaining  to
accounts held as Collateral  are kept, and each location at which the Collateral
is or will be kept, and of any change of any such location. If no such notice is
given, all records of Debtor  pertaining to the Collateral and all Collateral of
Debtor are and shall be kept at the address marked by Debtor above.

<PAGE>
                                       3

     L. Change of Name/Status and Notice of Changes. Without the written consent
of Lender,  Debtor shall not change its name, change its corporate  status,  use
any trade name or engage in any business not reasonably  related to its business
as  presently  conducted.  Debtor  shall notify  Lender  immediately  of (i) any
material  change in the  Collateral,  (ii) a change  in  Debtor's  residence  or
location,  (iii) a change in any matter  warranted or  represented  by Debtor in
this Agreement,  or in any of the Loan Documents or furnished to Lender pursuant
to this Agreement,  and (iv) the occurrence of an Event of Default  (hereinafter
defined).

     M. Use and Removal of the  Collateral.  Debtor shall not use the Collateral
illegally.  Debtor shall not, unless previously  indicated as a fixture,  permit
the  Collateral  to be affixed to real or  personal  property  without the prior
written  consent of Lender.  Debtor shall not permit any of the Collateral to be
removed from the locations specified herein without the prior written consent of
Lender, except for the sale of inventory in the ordinary course of business.

     N.  Possession  of the  Collateral.  Debtor  shall  deliver all  investment
securities and other instruments,  documents and chattel paper which are part of
the Collateral and in Debtor's possession to Lender immediately, or if hereafter
acquired, immediately following acquisition,  appropriately indorsed to Lender's
order, or with  appropriate,  duly executed powers.  Debtor waives  presentment,
notice of  acceleration,  demand,  notice of  dishonor,  protest,  and all other
notices with respect thereto.

     O. Power of Attorney.  Debtor  appoints  Lender and any officer  thereof as
Debtor's  attorney-in-fact  with full  power in  Debtor's  name and behalf to do
every act which Debtor is  obligated  to do or may be required to do  hereunder;
however, nothing in this paragraph shall be construed to obligate Lender to take
any action  hereunder  nor shall  Lender be liable to Debtor for failure to take
any action  hereunder.  This appointment shall be deemed a power coupled with an
interest and shall not be  terminable as long as the  Obligation is  outstanding
and shall not terminate on the disability or incompetence of Debtor.

     P.  Waivers by  Debtor.  Debtor  waives  notice of the  creation,  advance,
increase, existence, extension or renewal of, and of any indulgence with respect
to, the Obligation; waives presentment, demand, notice of dishonor, and protest;
waives notice of the amount of the Obligation outstanding at any time, notice of
any change in financial condition of any person liable for the Obligation or any
part thereof,  notice of any Event of Default,  and all other notices respecting
the Obligation;  and agrees that maturity of the Obligation and any part thereof
may be  accelerated,  extended  or  renewed  one or more  times by Lender in its
discretion,  without  notice to Debtor.  Debtor waives any right to require that
any action be brought  against any other person or to require that resort be had
to any other security or to any balance of any deposit  account.  Debtor further
waives any right of  subrogation  or to enforce any right of action  against any
other Debtor until the Obligation is paid in full.

     Q. Other  Parties and Other  Collateral.  No renewal or extension of or any
other indulgence with respect to the Obligation or any part thereof,  no release
of any  security,  no  release  of any person  (including  any maker,  indorser,
guarantor  or  surety)  liable on the  Obligation,  no delay in  enforcement  of
payment, and no delay or omission or lack of diligence or care in exercising any
right or power with  respect  to the  Obligation  or any  security  therefor  or
guaranty  thereof or under this  Agreement  shall in any manner impair or affect
the  rights of Lender  under the law,  hereunder,  or under any other  agreement
pertaining  to the  Collateral.  Lender need not file suit or assert a claim for
personal  judgment  against any person for any part of the Obligation or seek to
realize  upon any other  security  for the  Obligation,  before  foreclosing  or
otherwise realizing upon the Collateral.  Debtor waives any right to the benefit
of or to  require or  control  application  of any other  security  or  proceeds
thereof,  and agrees that Lender shall have no duty or  obligation  to Debtor to
apply to the Obligation any such other security or proceeds thereof.

     R.  Collection  and  Segregation  of Accounts  and Right to Notify.  Lender
hereby authorizes Debtor to collect the Collateral, subject to the direction and
control of Lender, but Lender may, without cause or notice, curtail or terminate
said  authority at any time after the  occurrence of an Event of Default.  After
the  occurrence  of an Event of  Default  and upon  written  notice by Lender to
Debtor,  Debtor shall  forthwith upon receipt of all checks,  drafts,  cash, and
other  remittances  in payment of or on account of the  Collateral,  deposit the
same in one or more special  accounts  maintained  with Lender over which Lender
alone shall have the power of withdrawal. The remittance of the proceeds of such
Collateral  shall  not,  however,  constitute  payment  or  liquidation  of such
Collateral until Lender shall receive good funds for such proceeds. Funds placed
in such special accounts shall be held by Lender as security for all Obligations
secured  hereunder.  These  proceeds  shall be deposited  in precisely  the form
received,  except  for the  indorsement  of  Debtor  where  necessary  to permit
collection  of  items,  which  indorsement  Debtor  agrees  to make,  and  which
indorsement Lender is also hereby authorized,  as  attorney-in-fact,  to make on
behalf of Debtor.  In the event Lender has notified Debtor to make deposits to a
special account,  pending such deposit, Debtor agrees that it will not commingle
any such  checks,  drafts,  cash or other  remittances  with any  funds or other
property of Debtor, but will hold them separate and apart therefrom, and upon an
express trust for Lender until deposit  thereof is made in the special  account.
Lender will,  from time to time,  apply the whole or any part of the  Collateral
funds on deposit in this special account against such Obligations as are secured
hereby as Lender  may in its sole  discretion  elect.  At the sole  election  of
Lender, any portion of said funds on deposit in the special account which Lender
shall  elect  not to apply to the  Obligations,  may be paid  over by  Lender to
Debtor. At any time,  whether Debtor is or is not in default  hereunder,  Lender
may notify  persons  obligated on any  Collateral to make  payments  directly to
Lender and Lender may take  control of all  proceeds  of any  Collateral.  Until
Lender elects to exercise such rights, Debtor, as agent of Lender, shall collect
and enforce all payments owed on the Collateral.

     S.  Compliance  with State and  Federal  Laws.  Debtor  will  maintain  its
existence,  good standing and qualification to do business,  where required, and
comply  with all laws,  regulations  and  governmental  requirements,  including
without limitation,  environmental laws applicable to it or any of its property,
business operations and transactions.

     T. Environmental Covenants. Debtor shall immediately advise Lender in
writing of (i) any and all enforcement,  cleanup,  remedial,  removal,  or other
governmental or regulatory actions instituted,  completed or threatened pursuant
to any  applicable  federal,  state,  or local laws,  ordinances or  regulations
relating to any Hazardous Materials affecting Debtor's business operations;  and
(ii) all claims made or threatened by any third party against Debtor relating to
damages,  contribution,  cost recovery,  compensation,  loss or injury resulting
from any  Hazardous  Materials.  Debtor shall  immediately  notify Lender of any
remedial  action taken by Debtor with respect to Debtor's  business  operations.
Debtor will not use or permit any other party to use any Hazardous  Materials at
any of  Debtor's  places of business  or at any other  property  owned by Debtor
except such materials as are  incidental to Debtor's  normal course of business,
maintenance  and repairs and which are handled in compliance with all applicable
environmental laws. Debtor agrees to permit Lender, its agents,  contractors and
employees  to enter and inspect any of Debtor's  places of business or any other
property of Debtor at any reasonable  times upon three (3) days prior notice for
the purposes of conducting an environmental  investigation  and audit (including
taking  physical  samples) to insure that Debtor is complying with this covenant
and  Debtor  shall  reimburse  Lender  on  demand  for  the  costs  of any  such
environmental  investigation and audit. Debtor shall provide Lender, its agents,
contractors,  employees and representatives with access to and copies of any and
all data and documents relating to or dealing with any Hazardous Materials used,
generated,  manufactured,  stored or disposed of by Debtor's business operations
within five (5) days of the request therefor.

6. Rights and Powers of Lender.

     A. General.  Lender,  after the occurrence of an Event of Default,  without
liability to Debtor may: obtain from any person information  regarding Debtor or
Debtor's  business,  which  information any such person also may furnish without
liability  to  Debtor;  require  Debtor to give  possession  or  control  of any
Collateral to Lender;  indorse as Debtor's agent any  instruments,  documents or
chattel paper in the  Collateral  or  representing  proceeds of the  Collateral;
contact account debtors directly to verify information furnished by Debtor; take
control of proceeds, including stock received as dividends or by reason of stock
splits;  release the Collateral in its possession to any Debtor,  temporarily or
otherwise; require additional Collateral;  reject as unsatisfactory any property
hereafter  offered by Debtor as  Collateral;  set standards from time to time to
govern what may be used as after acquired  Collateral;  designate,  from time to
time, a certain  percent of the  Collateral as the loan value and require Debtor
to  maintain  the  Obligation  at or below such  figure;  take  control of funds
generated by the Collateral,  such as cash  dividends,  interest and proceeds or
refunds from  insurance,  and use same to reduce any part of the  Obligation and
exercise all other rights which an owner of such Collateral may exercise, except
the right to vote or dispose of the  Collateral  before an Event of Default;  at
any time transfer any of the Collateral or evidence thereof into its own name or
that of its nominee; and demand, collect,  convert, redeem, receipt for, settle,
compromise,  adjust, sue for,  foreclose or realize upon the Collateral,  in its
own name or in the name of Debtor, as Lender may determine.  Lender shall not be
liable for  failure to collect  any  account or  instruments,  or for any act or
omission on the part of Lender,  its officers,  agents or employees,  except for
its or their own willful  misconduct or gross  negligence.  The foregoing rights
and powers of Lender  will be in addition  to, and not a  limitation  upon,  any
rights  and  powers of Lender  given by law,  elsewhere  in this  Agreement,  or
otherwise.  If Debtor fails to maintain any  required  insurance,  to the extent
permitted by applicable law Lender may (but is not obligated to) purchase single
interest  insurance  coverage for the Collateral which insurance may at Lender's
option (i) protect only Lender and not provide any  remuneration  or  protection
for Debtor directly and (ii) provide coverage only after the Obligation has been
declared due as herein provided.  The premiums for any such insurance  purchased
by Lender shall be a part of the  Obligation and shall bear interest as provided
in 3(d) hereof.

<PAGE>
                                       4

     B. Convertible Collateral. Lender may present for conversion any Collateral
which is  convertible  into any other  instrument  or  investment  security or a
combination thereof with cash, but Lender shall not have any duty to present for
conversion  any  Collateral  unless it shall have received from Debtor  detailed
written  instructions  to that effect at a time reasonably far in advance of the
final conversion date to make such conversion possible.

7. Default.

     A. Event of Default. An event of default ("Event of Default") shall
occur if: (i) there is a loss,  theft,  damage or  destruction  of any  material
portion of the Collateral for which there is no insurance coverage or for which,
in the opinion of Lender, there is insufficient insurance coverage;  (ii) Debtor
or any other obligor on all or part of the  Obligation  shall fail to timely and
properly  pay or  observe,  keep or perform  any term,  covenant,  agreement  or
condition in this Agreement or in any other agreement  between Debtor and Lender
including,  but not limited to, any other note or  instrument,  loan  agreement,
security  agreement,  deed  of  trust,  mortgage,   promissory  note,  guaranty,
certificate,  assignment,  instrument, document or other agreement concerning or
related to the Obligation (collectively, the "Loan Documents"), and such failure
is not cured within any applicable cure period  established by the Note, if any;
or (iii) Debtor or such other obligor  abandons any leased premises at which any
Collateral  is located or stored and the  Collateral is either moved without the
prior  written  consent of Lender or the  Collateral  remains  at the  abandoned
premises.

     B. Rights and Remedies.  If any Event of Default shall occur, then, in each
and every such case, Lender may, without presentment, demand, or protest; notice
of default,  dishonor,  demand,  non-payment,  or  protest;  notice of intent to
accelerate all or any part of the  Obligation;  notice of acceleration of all or
any part of the  Obligation;  or notice of any other kind,  all of which  Debtor
hereby expressly  waives,  (except for any notice required under this Agreement,
any other Loan Document or  applicable  law);  at any time  thereafter  exercise
and/or enforce any of the following rights and remedies at Lender's option:

     i.  Acceleration.   The  Obligation  shall,  at  Lender's  option,   become
immediately  due and payable,  and the  obligation,  if any, of Lender to permit
further  borrowings  under the Obligation  shall at Lender's option  immediately
cease and terminate.

     ii.  Possession and Collection of the Collateral.  At its option:  (a) take
possession or control of, store, lease,  operate,  manage, sell, or instruct any
Agent  or  Broker  to sell  or  otherwise  dispose  of,  all or any  part of the
Collateral;  (b) notify all parties under any account or contract  right forming
all or any part of the  Collateral to make any payments  otherwise due to Debtor
directly to Lender; (c) in Lender's own name, or in the name of Debtor,  demand,
collect,  receive,  sue for, and give  receipts  and  releases  for, any and all
amounts due under such accounts and contract rights; (d) indorse as the agent of
Debtor any check, note, chattel paper,  documents, or instruments forming all or
any part of the Collateral;  (e) make formal  application for transfer to Lender
(or to any assignee of Lender or to any purchaser of any of the  Collateral)  of
all of Debtor's permits, licenses, approvals,  agreements, and the like relating
to the  Collateral  or to Debtor's  business;  (f) take any other  action  which
Lender  deems  necessary  or  desirable to protect and realize upon its security
interest in the  Collateral;  and (g) in addition to the  foregoing,  and not in
substitution  therefor,  exercise  any one or more of the  rights  and  remedies
exercisable by Lender under any other provision of this Agreement,  under any of
the other Loan Documents,  or as provided by applicable law (including,  without
limitation,  the Uniform  Commercial  Code as in effect in Florida  (hereinafter
referred to as the "UCC")).  In taking  possession of the Collateral  Lender may
enter Debtor's premises and otherwise proceed without legal process, if this can
be done  without  breach of the  peace.  Debtor  shall,  upon  Lender's  demand,
promptly make the  Collateral or other  security  available to Lender at a place
designated  by  Lender,  which  place  shall be  reasonably  convenient  to both
parties.

Lender shall not be liable for, nor be prejudiced by, any loss,  depreciation or
other damages to the Collateral, unless caused by Lender's willful and malicious
act.  Lender  shall have no duty to take any action to  preserve  or collect the
Collateral.

     iii.  Receiver.  Obtain the appointment of a receiver for all or any of the
Collateral,  Debtor hereby  consenting to the appointment of such a receiver and
agreeing not to oppose any such appointment.

     iv. Right of Set Off. Without notice or demand to Debtor, set off and apply
against any and all of the Obligation any and all deposits  (general or special,
time or demand,  provisional or final) and any other  indebtedness,  at any time
held or owing by Lender or any of Lender's  agents or  affiliates  to or for the
credit of the  account  of Debtor  or any  guarantor  or  indorser  of  Debtor's
Obligation.

     Lender shall be entitled to immediate  possession  of all books and records
evidencing  any  Collateral  or  pertaining  to  chattel  paper  covered by this
Agreement and it or its  representatives  shall have the authority to enter upon
any premises upon which any of the same, or any Collateral,  may be situated and
remove the same therefrom without liability.  Lender may surrender any insurance
policies in the  Collateral  and receive the unearned  premium  thereon.  Debtor
shall  be  entitled  to any  surplus  and  shall be  liable  to  Lender  for any
deficiency.  The proceeds of any disposition  after default available to satisfy
the  Obligation  shall be  applied to the  Obligation  in such order and in such
manner as Lender in its discretion shall decide.

     Debtor  specifically  understands and agrees that any sale by Lender of all
or part of the  Collateral  pursuant  to the  terms  of  this  Agreement  may be
effected by Lender at times and in manners which could result in the proceeds of
such  sale as being  significantly  and  materially  less than  might  have been
received if such sale had occurred at different  times or in different  manners,
and Debtor hereby releases Lender and its officers and representatives  from and
against any and all obligations and liabilities arising out of or related to the
timing or manner of any such sale.

If, in the  opinion  of  Lender,  there is any  question  that a public  sale or
distribution of any Collateral will violate any state or federal securities law,
Lender  may  offer  and  sell  such  Collateral  in a  transaction  exempt  from
registration  under federal securities law, and any such sale made in good faith
by Lender shall be deemed "commercially reasonable".

8. General.

     A. Parties Bound.  Lender's rights  hereunder shall inure to the benefit of
its successors and assigns. In the event of any assignment or transfer by Lender
of any of the Obligation or the  Collateral,  Lender  thereafter  shall be fully
discharged from any responsibility with respect to the Collateral so assigned or
transferred,  but Lender  shall  retain all rights and powers  hereby given with
respect  to  any  of  the  Obligation  or the  Collateral  not  so  assigned  or
transferred.  All  representations,  warranties and agreements of Debtor if more
than one are  joint  and  several  and all shall be  binding  upon the  personal
representatives, heirs, successors and assigns of Debtor.

     B.  Waiver.  No delay of Lender  in  exercising  any  power or right  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
power or right preclude other or further exercise thereof or the exercise of any
other  power or right.  No waiver  by  Lender of any right  hereunder  or of any
default by Debtor shall be binding upon Lender unless in writing, and no failure
by Lender to exercise  any power or right  hereunder or waiver of any default by
Debtor shall operate as a waiver of any other or further  exercise of such right
or power or of any further  default.  Each right,  power and remedy of Lender as
provided  for  herein  or in any of the Loan  Documents,  or which  shall now or
hereafter  exist  at law or in  equity  or by  statute  or  otherwise,  shall be
cumulative  and  concurrent  and shall be in addition to every other such right,
power or remedy.  The exercise or beginning of the exercise by Lender of any one
or more of such rights,  powers or remedies shall not preclude the  simultaneous
or later exercise by Lender of any or all other such rights, powers or remedies.

<PAGE>
                                       5

     C.  Agreement  Continuing.  This  Agreement  shall  constitute a continuing
agreement,  applying to all future as well as existing transactions,  whether or
not of the  character  contemplated  at the date of this  Agreement,  and if all
transactions  between  Lender and Debtor  shall be closed at any time,  shall be
equally  applicable  to any  new  transactions  thereafter.  Provisions  of this
Agreement,  unless  by their  terms  exclusive,  shall be in  addition  to other
agreements between the parties. Time is of the essence of this Agreement.

     D. Definitions. Unless the context indicates otherwise,  definitions in the
UCC apply to words and phrases in this Agreement;  if UCC definitions  conflict,
Article 9 definitions apply.

     E. Notices.  Notice shall be deemed reasonable if mailed postage prepaid at
least five (5) days before the related action (or if the UCC elsewhere specifies
a longer period, such longer period) to the address of Debtor given above, or to
such other  address as any party may  designate  by written  notice to the other
party. Each notice, request and demand shall be deemed given or made, if sent by
mail,  upon the earlier of the date of receipt or five (5) days after deposit in
the U.S. Mail, first class postage prepaid,  or if sent by any other means, upon
delivery.

     F.  Modifications.  No provision hereof shall be modified or limited except
by a written  agreement  expressly  referring  hereto and to the  provisions  so
modified  or limited  and signed by Debtor and Lender.  The  provisions  of this
Agreement  shall not be  modified  or  limited  by course of conduct or usage of
trade.

     G. Applicable Law and Partial Invalidity. This Agreement has been
delivered in the State of Florida and shall be construed in accordance  with the
laws of that State.  Wherever possible each provision of this Agreement shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or  the   remaining   provisions   of  this   Agreement.   The   invalidity   or
unenforceability  of any  provision  of any  Loan  Document  to  any  person  or
circumstance  shall not affect the  enforceability or validity of such provision
as it may apply to other persons or circumstances.

     H.  Financing  Statement.  To the extent  permitted  by  applicable  law, a
carbon,  photographic  or other  reproduction of this Agreement or any financing
statement covering the Collateral shall be sufficient as a financing statement.

     I.  Controlling  Document.  To the  extent  that  this  Security  Agreement
conflicts  with or is in any way  incompatible  with  any  other  Loan  Document
concerning  the  Obligation,  any  promissory  note shall control over any other
document,  and if such note does not address an issue,  then each other document
shall control to the extent that it deals most specifically with an issue.

     J. NOTICE OF FINAL AGREEMENT. THIS WRITTEN SECURITY AGREEMENT AND THE
OTHER LOAN DOCUMENTS  REPRESENT THE FINAL AGREEMENT  BETWEEN THE PARTIES AND MAY
NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

     K.  WAIVER  OF JURY  TRIAL.  AFTER  CONSULTING  WITH  COUNSEL  AND  CAREFUL
CONSIDERATION, DEBTOR AND LENDER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE
THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
ARISING  OUT OF THIS  AGREEMENT  OR THE NOTE,  OR OUT OF ANY COURSE OF  CONDUCT,
COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF DEBTOR OR LENDER.
THIS WAIVER IS A MATERIAL  INDUCEMENT  TO LENDER'S  AGREEMENT TO ENTER INTO THIS
AGREEMENT.

     L.  Counterparts.  This  Security  Agreement may be executed in two or more
counterparts any by facsimile transmission of signed counterparts, each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed under seal by their duly authorized representatives as of the date
first above written.

Lender/Secured Party:                  Debtor(s)/Pledgor(s):

                                       LIFESERV TECHNOLOGIES, INC.
__________________________             By:                       , as its
Ella Kedan                                 ------------------------
                                        -----------------------------------

                                       PERFORMANCE PHARMACY SYSTEMS, INC.
                                       By:                       , as its
                                          ------------------------
                                       -----------------------------------

                                       MEDICATION MANAGEMENT SYSTEMS, INC.
                                       By:                       , as its
                                          ------------------------
                                       -----------------------------------
                                      
                                       CART-WARE, INC.
                                       By:                       , as its
                                          ------------------------
                                       -----------------------------------
                                       
                                       SYSTEMS PROFESSIONALS, INC.
                                       By:                       , as its
                                          ------------------------
                                       -----------------------------------