SUBORDINATION AGREEMENT

     THIS SUBORDINATION AGREEMENT (this "Agreement") is made effective as of the
26th day of June,  2002,  by and  among  EUREKA  I,  L.P.,  a  Delaware  limited
partnership (the "Subordinated  Lender"),  MEDICAL TECHNOLOGY  SYSTEMS,  INC., a
Delaware  corporation  ("MTS"),  and MTS  PACKAGING  SYSTEMS,  INC.,  a  Florida
corporation ("Packaging,  and collectively with MTS, the "Borrower") and LASALLE
BUSINESS CREDIT, INC., Agent (the "Senior Lender").

                                   BACKGROUND

     A. MTS has  entered  into a  Securities  Purchase  Agreement  of even  date
herewith (the "Purchase Agreement") with the Subordinated Lender under the terms
of which MTS will issue to the Subordinated  Lender, and the Subordinated Lender
will  purchase  from MTS,  $4,000,000  principal  amount of senior  subordinated
notes, warrants to purchase 566,517 shares of MTS common stock, and 2,000 shares
of MTS Series A Convertible  Participating  Preferred Stock.  MTS's  obligations
under the  Subordinated  Notes and the Purchase  Agreement will be guaranteed by
Packaging. The Subordinated Lender is interested in the welfare of the Borrower,
and will  benefit  if the  Senior  Lender  extends  or  maintains  credit to the
Borrower.

     B. The Borrower has  requested  that the Senior  Lender extend and maintain
credit  facilities to it. The Senior  Lender is willing to do so;  provided that
this Agreement is executed.

     NOW, THEREFORE,  the parties hereto, as an inducement for the Senior Lender
to extend and maintain credit to the Borrower,  and with the understanding  that
the Senior Lender is relying upon the provisions of this Agreement and intending
to be legally bound hereby, agree as follows:

          1. Definitions. The following words and phrases as used in capitalized
     form in this  Agreement,  whether in  singular  or  plural,  shall have the
     meanings indicated:

               (a)  "Blockage  Period"  shall mean the period  commencing on the
          date of delivery by the Senior  Lender to the  Subordinated  Lender of
          written notice (a "Blockage Notice") of the existence of a Senior Debt
          Default and Senior Lender's determination to impose a Blockage Period,
          and  expiring at the  earlier to occur of (1) the date  Senior  Lender
          elects in writing to  terminate  such  Blockage  Period;  (2) 180 days
          after the  delivery of such  Notice;  (3) the date on which the Senior
          Debt Default is waived in writing by the Senior Lender or is cured; or
          (4) the date on which the  number  of days  elapsed  in such  Blockage
          Period  together  with the total number of days of any other  Blockage
          Period  which  occurred  within  360  days of the  initiation  of such
          Blockage Period equals 180 days. No Senior Debt Default,  other than a
          default in payment  under the Senior Loan  Documents,  that existed on
          the day of delivery of any Blockage Notice to the Subordinated  Lender
          shall be, or be made, the basis for a subsequent Blockage Notice.

               (b) "Default  Notice" shall have the meaning  provided in Section
          4(b) below.

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                                       2

               (c) "Payment  Default"  shall mean an event of default  under the
          Subordinated  Debt Documents caused by the failure of the Borrowers to
          make a Scheduled  Subordinated Debt payment within any applicable cure
          period.

               (d) "Scheduled  Subordinated  Debt" shall mean: (a) the principal
          of,  premium,  if  any,  and  all  interest  payable  pursuant  to the
          Subordinated  Notes  and  all  fees,  costs  and  expenses  (including
          attorney's  fees and legal  expenses)  related  thereto,  (b) all sums
          payable by the Borrower to the  Subordinated  Lender under or pursuant
          to the  Purchase  Agreement,  (c) all  other  sums  payable  under the
          Subordinated  Debt Documents and (d) all increases of principal of any
          of the  foregoing  (subject to the consents  required  herein) and all
          extensions,  amendments,  replacements  and  renewals  of  any  of the
          foregoing.

               (e) "Scheduled  Subordinated Debt Payment" shall have the meaning
          provided in Section 2(b) below.

               (f) "Senior Debt" shall mean all  liabilities  and obligations of
          any nature, whether primary, secondary,  absolute,  contingent,  sole,
          joint, several or joint and several, and all interest thereon (whether
          or not such interest is  enforceable  or recoverable in any bankruptcy
          or similar  proceeding),  and all fees, costs and expenses  (including
          attorney's fees and legal  expenses)  related  thereto,  now or at any
          time or times hereafter existing, contracted or incurred, of or by the
          Borrower  to the Senior  Lender,  including  without  limitation,  the
          obligations  of the Borrower  under the Senior Loan  Agreement and the
          other Senior Loan Documents, and all increases, decreases, extensions,
          amendments,  replacements  and renewals of any of such liabilities and
          obligations.  Without limiting the foregoing,  the Senior Lender shall
          have the option to make  advances and provide  financing in the future
          to the Borrower or to a receiver, trustee or other fiduciary appointed
          by a court in any  insolvency or court  proceeding for the Borrower or
          to the Borrower as a  debtor-in-possession.  The  Subordinated  Lender
          consents  to the  financing  of the  Borrower  or  such  fiduciary  or
          debtor-in-possession  after such insolvency or court  proceeding,  and
          agrees that such  financing  shall be included  within the Senior Debt
          and the  subordination  and other  restrictions and provisions of this
          Agreement shall be applicable thereto.  Notwithstanding the foregoing,
          the principal amount of the indebtedness included in the definition of
          Senior  Debt shall not without  the  written  consent of  Subordinated
          Lender, which consent shall not be unreasonably withheld, be increased
          (in each case  exclusive of any  increases  resulting  solely from the
          capitalization  of  accrued  but  unpaid  interest  or fees) from that
          currently  provided  for in the Senior Loan  Agreement as in effect on
          the date  hereof,  except for  increases  of up to  $1,500,000  in the
          principal amount of revolving credit  borrowings under the Senior Loan
          Agreement and additional term loans in an aggregate  principal sum not
          to exceed  $425,000;  provided that (1) such additional term loans are
          for the  purchase of equipment  or (2) the  aggregate  amount of other
          additional term loans advanced is otherwise  supported by the value of
          fixed assets. In connection with the foregoing determination of Senior
          Debt,  the amount of principal  repayments  of term loans shall not be
          included as Senior Debt.

               (g) "Senior Debt Default"  shall mean the occurrence of a Default
          or an Event of Default  under the Senior Loan  Agreement  or the other
          Senior Loan Documents.

               (h) "Senior  Loan  Agreement"  shall mean that  certain  Loan and
          Security  Agreement  of even date  herewith  by and between the Senior
          Lender and the Borrower.

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                                       3

               (i) "Senior Loan  Documents"  shall mean the Loan  Documents,  as
          defined in the Senior Loan Agreement.

               (j) "Series A  Preferred  Stock"  means the Series A  Convertible
          Participating Preferred Stock, par value $0.001 per share of MTS.

               (k) "Standstill  Period" shall mean the period  commencing on the
          date of delivery of a Default  Notice and expiring upon the earlier of
          (i) 180 days after  delivery of such Default  Notice and (ii) the date
          on which all  existing  Payment  Defaults  are cured with the  written
          consent of Senior Lender.

               (l)   "Subordinated   Debt"  shall  mean  all   liabilities   and
          obligations  of any  nature,  whether  primary,  secondary,  absolute,
          contingent,  sole,  joint,  several  or  joint  and  several,  and all
          interest  thereon  and  all  fees,   costs  and  expenses   (including
          attorney's fees and legal  expenses)  related  thereto,  now or at any
          time or times  hereafter  existing,  contracted  or  incurred,  of the
          Borrower to the Subordinated Lender, including without limitation, the
          Scheduled Subordinated Debt.

               (m)  "Subordinated  Debt Documents"  shall mean the Note Purchase
          Agreement,  the Subordinated Note and all other documents described on
          Exhibit A attached hereto.

               (n) "Subordinated Notes" shall mean the Senior Subordinated Notes
          of MTS issued  and  outstanding  from time to time under the  Purchase
          Agreement, in the aggregate principal amount of $4,000,000.00.

     2. Subordination.

          (a)  The   Subordinated   Lender  hereby   subordinates   all  of  the
     Subordinated Debt, and all claims and demands arising therefrom,  to all of
     the Senior  Debt.  The  Subordinated  Lender  agrees,  except as  otherwise
     provided  herein  that all of the  Senior  Debt  shall be paid  before  the
     Subordinated  Lender shall be paid  anything (of any kind or  character) on
     account of the principal of or interest on any of the Subordinated Debt, or
     any other sums  constituting  Subordinated  Debt or  payable in  connection
     therewith.  Until all of the Senior Debt is paid, satisfied,  performed and
     complied with in full and this Agreement is  terminated,  the Borrower will
     not make,  and the  Subordinated  Lender will not demand or accept,  either
     directly or  indirectly,  payment (of any kind or  character) of all or any
     part of the  Subordinated  Debt  without the prior  written  consent of the
     Senior Lender.

          (b)  Notwithstanding the terms of subsection (a), the Borrower may (1)
     make regularly  scheduled  non-accelerated  monthly payments of non-default
     interest  due  pursuant  to the  terms of the  Subordinated  Notes  (each a
     "Scheduled Subordinated Debt Payment") to the Subordinated Lender; provided
     that neither a Standstill Period nor a Blockage Period is in effect and (2)
     make regular  payments of dividends on the Series A Preferred Stock so long
     as Senior Lender has not delivered to  Subordinated  Lender a notice that a
     Senior  Debt  Default  exists.  Whether  or not a  Standstill  Period  or a
     Blockage  Period  is  in  effect,  the  Subordinated   Lender  may  receive
     additional Warrants and Preferred Stock in accordance with the Subordinated
     Loan Documents.

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                                       4

          (c) The  Subordinated  Lender  hereby  subordinates  all of its right,
     title, lien, security interest and remedies in all of the Subordinated Debt
     Collateral  (as defined in Section  7(c)),  and all  products  and proceeds
     thereof and all  guaranties of any of the  Subordinated  Debt to the Senior
     Lender and the Senior Lender's right,  title,  lien,  security interest and
     remedies  therein and all products and proceeds  thereof and all guaranties
     thereof.  The Subordinated Lender agrees that all rights,  liens,  security
     interests and remedies in any of the Subordinated  Debt Collateral  granted
     to the  Senior  Lender  and all rights of the  Senior  Lender  against  any
     guarantors  of the  Subordinated  Debt shall have priority over all rights,
     liens,  security interests and remedies granted to the Subordinated  Lender
     therein,  and all  rights  of the  Subordinated  Lender  against  any  such
     guarantor,  regardless of the time or order of attachment,  the time, order
     or manner of  perfection,  or the time or order of filing of any  mortgage,
     assignment,  security  agreement,  financing  statement  or other  document
     purporting  to create,  attach or perfect a lien or  security  interest  in
     assets or property  which is or is deemed to constitute  Subordinated  Debt
     Collateral.

          (d) The  right of the  Senior  Lender  to  enforce  the  subordination
     provisions  and  any  other  provisions  hereof  shall  not in  any  way be
     prejudiced  or  impaired  by any act or  failure  to act on the part of the
     Senior  Lender,  the  Borrower  or  the  Subordinated  Lender,  or  by  any
     noncompliance  by the Borrower or the  Subordinated  Lender with the terms,
     provisions and covenants of this Agreement.

     3. In Furtherance of Subordination.

          (a) Upon any  distribution  of any of the assets of the Borrower,  any
     guarantor of any of the  Subordinated  Debt or any collateral  securing the
     Subordinated Debt, upon or in connection with any dissolution,  winding up,
     liquidation,  arrangement or reorganization of the Borrower,  any guarantor
     of any of the Subordinated  Debt or any other person or entity, or upon any
     assignment  for the benefit of  creditors or any other  marshalling  of the
     assets  and/or  liabilities  of the Borrower or any guarantor of any of the
     Subordinated  Debt or otherwise,  any payment,  dividend or distribution of
     any kind  (whether  in cash,  securities  or other  property)  which  would
     otherwise be payable or deliverable with respect to the Subordinated  Debt,
     shall be paid or delivered  directly to the Senior  Lender for  application
     (in the case of cash) to or as  collateral  (in the case of  securities  or
     other property) for the Senior Debt.  Notwithstanding the foregoing, in any
     bankruptcy,  reorganization,  receivership or other similar proceeding, the
     Subordinated  Lender may receive  debt or equity  securities  of MTS or any
     successor provided for by a plan of reorganization that are subordinated to
     securities  received by the Senior  Lender  under such plan at least to the
     same extent that the  Subordinated  Debt is  subordinated to the payment of
     all Senior Debt then  outstanding  (including all  limitations on rights of
     action  set  forth  in  this  Agreement  and  all  other   obligations  and
     restrictions imposed hereunder).

          (b) If any proceeding  described in subsection  (a) is commenced,  the
     Senior Lender is irrevocably  authorized (in its own name or in the name of
     the  Subordinated  Lender or otherwise),  but shall have no obligation,  to
     demand,  sue for,  collect  and receive all such  payments,  dividends  and
     distributions  referred to in subsection (a), give  acquittances  therefor,
     file claims, proofs of claim and take such other actions (including without
     limitation,  voting  the  Subordinated  Debt) as it may deem  necessary  or
     advisable.

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                                       5

     4. Limitations on the Subordinated Lender's Rights.

          (a)  Without  the prior  written  consent  of the Senior  Lender,  the
     Subordinated   Lender  agrees  that,  except  as  expressly   permitted  in
     subsection  (b) below,  the  Subordinated  Lender  will not:  (i) demand or
     accelerate  any  of  the  Subordinated   Debt,  (ii)  institute  any  court
     proceedings  against  the  Borrower,  any  investors  in or  owners  of the
     Borrower or any  guarantor of any of the  Subordinated  Debt to collect any
     Subordinated Debt, (iii) exercise any right or remedy against the Borrower,
     any guarantor of any of the  Subordinated  Debt or any of such  guarantor's
     assets,  or any  right  or  remedy  against  any of the  Subordinated  Debt
     Collateral  or  against  any  pledgor  or  grantor  of  Subordinated   Debt
     Collateral,  (iv) advance additional  principal amounts of the Subordinated
     Debt or (v) amend or modify any of the Subordinated Debt Documents in a way
     (1)  that  is  more  restrictive  on the  Borrower  or any  guarantor;  (2)
     increases  the cost to such Borrower or any  guarantor;  or (3) reduces the
     time for payment of any obligations due thereunder.

          (b) Upon the  occurrence  and  during  the  continuance  of a  Payment
     Default,  Subordinated  Lender  may send to  Senior  Lender  notice of such
     Payment Default (a "Default Notice") and on the date Senior Lender receives
     such Default Notice a Standstill  Period shall be invoked.  If a Standstill
     Period or a Blockage  Period expires and a Payment Default is continuing as
     of such date,  the  Subordinated  Lender  may  notify the Senior  Lender in
     writing  that it  intends  to take all or any of the types of  actions  set
     forth in subsection  4(a)(i)  through  (iii) above (such notice,  a "Remedy
     Notice"); provided that the Subordinated Lender may only take any or all of
     the actions  specified in the Remedy Notice if (1) such Payment  Default is
     not cured  during the 45 day period  immediately  following  receipt by the
     Senior Lender of such Remedy Notice (such period, the "Waiting Period") and
     (2) the Senior  Lender shall not have  commenced any action of the type set
     forth in  subsection  4(a)(iii)  above  during  the  Waiting  Period  (such
     actions,  collectively,  the  "Foreclosure  Actions").  In the event Senior
     Lender  commences  Foreclosure  Actions after the expiration of any Waiting
     Period,  and  notifies   Subordinated  Lender  in  writing  of  such  fact,
     Subordinated  Lender  will  immediately  cease and desist  from  continuing
     Foreclosure Actions initiated by it.

          (c) The Subordinated  Lender agrees that neither the expiration of the
     Blockage Period nor the exercise by the  Subordinated  Lender of any rights
     pursuant to subsection (b) above terminates,  limits or restricts the terms
     of the  subordination  of the  Subordinated  Debt to the Senior Debt or the
     terms of the subordination of the Subordinated  Lender's liens and security
     interest in the  Subordinated  Debt Collateral to the Senior Lender's liens
     and  security  interests  in  the  Subordinated  Debt  Collateral.  Without
     limiting the generality of the foregoing any sums collected by Subordinated
     Lender after commencement of Foreclosure  Actions shall be deemed a payment
     prohibited  hereunder and be paid over to Senior Lender in accordance  with
     provisions of section 5 below.

     5. Payments To the Subordinated Lender.

     In  the  event  that  the   Subordinated   Lender  receives  any  dividend,
distribution or payment referred to in Section 3 hereof (other than subordinated
securities  permitted to be received  pursuant to Section 3(a)), or receives any
payment (of any kind or character) of any Subordinated Debt or security therefor
in violation of this Agreement, the Subordinated Lender will (a) not credit such

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                                       6

payments   against  the   Subordinated   Debt,   (b)  segregate  such  dividend,
distribution  or payment  from its other funds and property and hold it in trust
for the benefit of the Senior Lender,  (c) notify the Senior Lender  immediately
thereof,  and (d)  immediately  pay and deliver the same to the Senior Lender in
precisely the form received, except for any requisite endorsement or assignment,
which the Subordinated Lender will make, and authorizes the Senior Lender or any
of its officers or employees  to make such,  in the event that the  Subordinated
Lender does not make the same.  The Senior  Lender will apply any such moneys so
received by it in reduction of the Senior Debt and hold any property  other than
moneys so received by it as  collateral  security  for the Senior  Debt.  In the
event that the  Subordinated  Lender shall  obtain any lien,  judgment or decree
against the Borrower,  the Subordinated  Lender will immediately assign the same
to the Senior Lender,  or mark the same to the Senior Lender's use. Upon payment
and  satisfaction  in full of the Senior Debt in cash, the  Subordinated  Lender
shall be  subrogated  to the Senior  Lender's  rights with respect to the Senior
Debt.  For purposes of such  subrogation,  as among the Borrower,  its creditors
other  than the  Senior  Lender,  and the  Subordinated  Lender,  no  payment or
distribution  made to the  Senior  Lender  by  virtue  of this  Agreement  which
otherwise would have been made to the Subordinated  Lender,  and no payment over
to the Senior Lender pursuant to this Agreement of funds the Subordinated Lender
would  otherwise  be entitled to retain,  shall be deemed to be a payment by the
Borrower on account of the Senior Debt.

     6. Senior Lender's Rights.  Without notice to the Subordinated  Lender, and
without  affecting or releasing any obligation or agreement of the  Subordinated
Lender under this Agreement or the  subordination  provided  herein,  the Senior
Lender may at any time or times do any of the  following  with respect to any of
the  Senior  Debt:  (a)  amend,  modify,  alter or waive any of the terms of the
Senior Loan Agreement and the other Senior Loan  Documents,  (b) renew or extend
the time for payment of all or any part  thereof,  (c) increase  (subject to the
limitations  stated in the  definition  of Senior  Debt) or decrease  the amount
thereof, (d) accept additional  collateral security or guaranties therefor,  and
sell, exchange, fail to perfect,  release or otherwise deal with all or any part
of any such  collateral  or  guaranties,  (e)  release  any party  primarily  or
secondarily  obligated  thereon,  (f) grant indulgences and take or refrain from
taking any action with regard to the collection or enforcement  thereof, and (g)
take any action which might otherwise  constitute a defense to or a discharge of
the  Borrower or any  guarantor of the Senior  Debt.  Nothing  contained in this
Agreement shall impair any right of the Senior Lender with respect to any of the
Senior Debt or any  collateral  security or guaranties  therefor or the proceeds
thereof.

     7. Representations.  The Subordinated Lender represents and warrants to the
Senior Lender that:

          (a)  The  Scheduled  Subordinated  Debt  constitutes  all of  the  now
     existing  liabilities  of any  nature  whatsoever  of the  Borrower  to the
     Subordinated  Lender. There is no event of default or event which, with the
     giving of notice,  passage of time or both,  would  constitute  an event of
     default existing under the Scheduled Subordinated Debt.

          (b)  The   Subordinated   Lender  is  the  owner  and  holder  of  the
     Subordinated  Note,  which  has not been  transferred  or  encumbered.  The
     Borrower or the  Subordinated  Lender has  delivered to the Senior Lender a
     true and complete copy of the Subordinated Note, which has not been amended
     or modified.

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                                       7

          (c) The Scheduled  Subordinated Debt is secured by a lien and security
     interest in the assets of the  Borrower and certain  intellectual  property
     held by the Siegel Family Trust,  all as further  described in the Purchase
     Agreement  (collectively the "Subordinated Debt Collateral").  The Borrower
     and  Subordinated  Lender  have  delivered  to the Senior  Lender  true and
     complete copies of all loan  agreements,  security  agreements,  mortgages,
     guaranties  and other  documents  collateral  to or securing the  Scheduled
     Subordinated Debt, none of which has been amended or modified.

          (d) The execution, delivery and performance by the Subordinated Lender
     of this Agreement, the consummation of the transactions contemplated herein
     and the fulfillment and compliance  with the respective  terms,  conditions
     and  provisions  contained  herein  will not  conflict  with or result in a
     breach of, or constitute a default under,  any of the terms,  conditions or
     provisions of any applicable statute,  law, rule,  regulation or ordinance,
     or  any  judgment,  or  order  of any  court  or  governmental  department,
     commission,  board, bureau, agency or instrumentality,  domestic or foreign
     or any indenture,  mortgage, loan or credit agreement,  instrument or other
     agreement  to which  the  Subordinated  Lender  is a party or by which  the
     Subordinated Lender is bound or affected.

          (e) This  Agreement  has  been  duly  executed  and  delivered  by the
     Subordinated Lender and constitutes the valid and binding obligation of the
     Subordinated  Lender,  enforceable in accordance with its terms,  except as
     enforceability   may   be   limited   by   any   bankruptcy,    insolvency,
     reorganization,  moratorium or other laws or equitable principles affecting
     creditors' rights generally.

          (f)  No  consent,   approval  or   authorization  of  or  designation,
     declaration  or filing  with any  governmental  authority  is  required  in
     connection with the execution,  delivery or performance by the Subordinated
     Lender of this Agreement.

     8. Covenants.

          (a) The Subordinated  Lender and the Borrower each agree that the only
     evidence of the  Scheduled  Subordinated  Debt which will be  permitted  to
     exist will be the Subordinated  Notes, the Purchase Agreement and the other
     Subordinated Debt Documents.

          (b) The  Subordinated  Lender and the Borrower agree that the Borrower
     will not give or permit to be given, and the  Subordinated  Lender will not
     accept,  any  security or guaranty  for any  Subordinated  Debt without the
     prior written  consent of the Senior  Lender,  except for the  Subordinated
     Debt Collateral,  which shall only secure the Scheduled  Subordinated Debt,
     and except for guarantees by  subsidiaries  of MTS required by the Purchase
     Agreement. The Subordinated Lender agrees that, upon receiving any security
     or guaranty  not  permitted by the  preceding  sentence,  the  Subordinated
     Lender will immediately assign and deliver the same to the Senior Lender.

          (c) The  Subordinated  Lender  will give the Senior  Lender  immediate
     written  notice of any event of  default of which it has  knowledge  or any
     event of which the Subordinated Lender has knowledge, which might, upon the
     passage  of time or the giving of notice or both,  constitute  a default or
     event of default under any of the Subordinated Debt Documents.

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                                       8

          (d) The  Subordinated  Lender will permit the Senior Lender to inspect
     and copy all  books,  records,  instruments  and  documents  evidencing  or
     pertaining  to  the  Subordinated  Debt.  The  Borrower  consents  to  such
     inspection.

          (e) In the  event  that the  Subordinated  Lender  at any time has any
     indebtedness  or other  obligations  owing to the  Borrower for any reason,
     including without limitation any accounts receivable owing to the Borrower,
     the Subordinated Lender will under no circumstances offset the indebtedness
     or other  obligations owing to the Borrower against any of the Subordinated
     Debt.

          (f) The Senior Lender agrees to deliver to the  Subordinated  Lender a
     copy of all written notices of default or event of default  provided by the
     Senior  Lender to the  Borrower,  and the Senior  Lender  agrees,  with the
     Borrower's   consent,   that,   following  receipt  of  such  notice,   the
     Subordinated  Lender may, but shall not be obligated,  to cure such default
     or event of default to the same extent and within the same cure period,  if
     any, as is available to the Borrower  under the Senior Loan  Agreement  and
     the other Senior Loan  Documents.  All costs and  expenses  incurred by the
     Subordinated  Lender in curing  such  default or event of default  shall be
     added to the Subordinated Debt.

          (g) The Senior Lender agrees to accept from the  Subordinated  Lender,
     at any time  while a Senior  Debt  Default  exists,  payment in full of all
     indebtedness and obligations of the Borrower to the Senior Lender,  and the
     Borrower  hereby  consents  and  agrees to such  acceptance  by the  Senior
     Lender.  Upon receipt of such payment in full to the Senior Lender from the
     Subordinated  Lender,  the Senior  Lender will  assign to the  Subordinated
     Lender,  without  recourse  or  warranty,  all of the  rights of the Senior
     Lender  in and to the  Senior  Loan  Agreement  and the other  Senior  Loan
     Documents,  and any Standstill  Period or Blockage  Period shall  forthwith
     terminate.  Nothing in this subsection  requires the Subordinated Lender to
     make any such payment to the Senior Lender.

     9.  Limitation on Consent to Payment or Granting of Security.  In the event
that the Senior Lender consents in writing to the making of a payment on account
of the  Subordinated  Debt or to the  granting  of  collateral  security  or any
guaranties  on account of the  Subordinated  Debt,  which payment or grant would
otherwise be prohibited  pursuant to Sections 2 or 8 hereof,  such consent shall
be deemed to be a consent to the  payment or grant  specifically  referred to in
such  written  consent and shall not be construed as a waiver of Sections 2 or 8
hereof  generally as to all future  payments or grants.  A consent by the Senior
Lender to any  request  shall not be  deemed to be a consent  to future  similar
requests.

     10.  Subordination  Legend. The Subordinated  Lender and the Borrower shall
cause each  instrument or agreement that at any time evidences or secures all or
any portion of the Subordinated  Debt,  including the  Subordinated  Note, to be
conspicuously marked as follows:

<PAGE>
                                       9

          "This  instrument/agreement is subject to the terms of a Subordination
          Agreement  dated as of June __,  2002 in  favor  of  LaSalle  Business
          Credit, Inc., which Subordination  Agreement is incorporated herein by
          reference. Notwithstanding any contrary statement contained herein, no
          payment on account of the  principal,  interest  or other  obligations
          arising hereunder,  and no rights granted herein,  shall become due or
          be paid or  exercised  except  in  accordance  with the  terms of such
          Subordination Agreement."

     11. Conditions to Assignment.

          (a) The Subordinated  Lender agrees that the Subordinated  Lender will
     not  assign or  deliver  to any  person or  entity,  other  than the Senior
     Lender,  any portion of the  Subordinated  Debt or any evidence  thereof or
     security  or guaranty  therefor  unless and until such  assignee  agrees in
     writing  addressed to the Senior Lender that such assignee will be bound by
     the terms and  conditions  of this  Agreement to the same extent and in the
     same manner as the Subordinated  Lender.  Any assignee that so agrees shall
     have the same rights as the Subordinated Lender hereunder. In the event the
     Subordinated Lender does so without such agreement, the Subordinated Lender
     will  immediately  become  liable to the  Senior  Lender  in the  amount so
     assigned, and such assignment shall be null and void.

          (b) The  Subordinated  Lender  has also  joined in this  agreement  as
     holder of the Series A  Preferred  Stock for the purpose of agreeing to the
     provisions of Section 2(b) above and the  provisions of this Section 11(b).
     The  Subordinated  Lender agrees that it will not sell,  assign or transfer
     the Series A Preferred  Stock unless the  assignee or  purchaser  agrees in
     writing to be bound by the terms hereof.

     12.  Termination.  This Agreement will continue in full force and effect so
long as any Senior Debt remains outstanding, and thereafter, even if there is no
longer any Senior Debt remaining unpaid and  unsatisfied,  so long as the Senior
Lender, or any successor or assignee of the Senior Lender,  has any agreement or
understanding  with the  Borrower  pursuant  to which the Senior  Lender or such
successor  or  assignee  may extend  credit to the  Borrower.  To the extent any
payment or payments of any Senior Debt or any Subordinated  Debt received by the
Senior  Lender  are  subsequently  invalidated,  declared  to be  fraudulent  or
preferential,  set aside or are required to be repaid to a trustee,  receiver or
other person or entity under any bankruptcy  act,  state or federal law,  common
law or equitable  cause,  then this  Agreement  will be revived and continued in
full  force  and  effect.  This  Agreement  may not be  terminated  except by an
instrument in writing signed by the Senior Lender.

     13. Waivers.

          (a) The Subordinated  Lender hereby waives, to the extent permitted by
     applicable  law,  any  right to  notice  from the  Senior  Lender  prior to
     disposition  of any  assets  of the  Borrower  or any  guarantor  or of any
     collateral  securing any of the Senior Debt. To the extent the Subordinated
     Lender is not permitted by applicable law to waive notice, the Subordinated
     Lender agrees that five (5) days notice prior to any such disposition shall
     be  reasonable.  The  Subordinated  Lender agrees not to interfere with any
     disposition  of assets of the Borrower or any  guarantor or any  collateral
     securing any of the Senior Debt by or at the direction of the Senior Lender
     and  waives,  to the  extent  permitted  by  applicable  law,  the right to
     challenge any such disposition as not commercially reasonable.

<PAGE>
                                       10

          (b) The  Subordinated  Lender  waives any right to require  the Senior
     Lender to marshal any assets of the Borrower or any  guarantor or otherwise
     to proceed in any fashion against the Borrower,  any guarantor or any other
     person.

          (c) Except for such default notices as provided in Section 8(f) above,
     the Subordinated Lender waives notice of any default or event of default by
     the Borrower  under the Senior Debt and all other notices of any kind,  and
     waives  protest of all notes and other  instruments  evidencing  any of the
     Senior Debt.

          (d) The Senior Lender is irrevocably  authorized to demand and receive
     specific  performance of this Agreement by the Subordinated Lender, even if
     the Borrower has breached its  agreements  hereunder,  at any time upon the
     breach  by  the  Subordinated  Lender  of  its  agreements  hereunder.  The
     Subordinated Lender irrevocably waives any defense based on the adequacy of
     a remedy at law which might be asserted as a bar to such remedy of specific
     performance.

          14.  Releases.  The Senior  Lender may release any one or more parties
     hereto,  or the successors or assigns thereof,  from any or all obligations
     hereunder,  and such release, or any release by operation of law, shall not
     release  any other party  hereto  from,  nor in any way affect,  any of the
     obligations  of any  other  party  under  this  Agreement,  or  affect  the
     subordination  of any of the  Subordinated  Debt to the Senior Debt. In the
     event that the Senior Lender releases any of its lien and security interest
     in any portion of or all of the Subordinated  Debt Collateral in connection
     with the sale, lease,  exchange,  transfer or other disposition  thereof so
     that the proceeds thereof are used solely to repay any portion of or all of
     the Senior Debt or fees,  costs and expenses in  connection  with the sale,
     lease,  exchange,  transfer or disposition thereof, the Subordinated Lender
     agrees  that,  at the request of the Senior  Lender,  the lien and security
     interest of the  Subordinated  Lender in the  Subordinated  Debt Collateral
     shall be automatically,  unconditionally and simultaneously  released,  and
     the Subordinated Lender hereby authorizes,  authenticates and ratifies such
     termination  statements,  releases and other documents as the Senior Lender
     may execute or file to effectively confirm such release.

          15. Notices.  All notices,  requests and other  communications made or
     given in connection  with this  Agreement  shall be in writing and,  unless
     receipt  is  stated  herein  to be  required,  shall be deemed to have been
     validly  given  if  delivered  personally  against  receipt  or by  private
     carrier,  registered or certified  mail,  return receipt  requested,  or by
     telecopy with the original forwarded by first class mail, in all cases with
     charges  prepaid,  addressed as follows,  or delivered to the individual or
     division  or  department  to whose  attention  notices to a party are to be
     addressed,   until  some  other  address  (or  individual  or  division  or
     department for attention)  shall have been  designated by notice given by a
     party to the other:

<PAGE>
                                       11

   To the Subordinated Lender:   Eureka I, L.P.
                                 770 Township Line, Suite 150
                                 Yardley, PA 19067
                                 Telecopy Number:  (215) 564-5402

   To the Borrower:              Medical Technology Systems, Inc.
                                 12920 Automobile Boulevard
                                 Clearwater, FL 33762
                                 Attention: Michael Conroy, CFO
                                 Telecopy Number:

   With a copy to:               Francis C. Pray, Esquire
                                 Kilpatrick Stockton L.L.P.
                                 301 South College Street, Suite 3500
                                 Charlotte, NC 28202
                                 Telecopy Number: (704) 338-5125
   To the Senior Lender:         LaSalle Business Credit, Inc.
                                 1735 Market Street, Suite 660
                                 Philadelphia, PA 19103
                                 Attention: Jeffrey M. Joslin, Vice President
                                 Telecopy Number: Fax (267) 386-8844

   With copy to:                 Wolf, Block, Schorr and Solis-Cohen LLP
                                 1650 Arch Street - 22nd Floor
                                 Philadelphia, PA 19103-2097
                                 Attention:  Bruce R. Lesser
                                 Telecopy Number:  (215) 405-3902

   To any assignee permitted     As informed to the Senior Lender in writing
   by Section 11:

     16.  Submission to Jurisdiction.  The Borrower and the Subordinated  Lender
hereby  consent to the  exclusive  jurisdiction  of any state or  federal  court
located within the  Commonwealth of  Pennsylvania,  and irrevocably  agree that,
subject to the Senior Lender's election,  all actions or proceedings relating to
this Agreement or the transactions  contemplated hereunder shall be litigated in
such courts,  and the Borrower and the  Subordinated  Lender waive any objection
which  they may have  based on  improper  venue or forum non  conveniens  to the
conduct of any proceeding in any such court.  Nothing  contained in this Section
shall affect the right of the Senior  Lender to serve legal process in any other
manner  permitted  by law or affect the right of the Senior  Lender to bring any
action or proceeding  against the Borrower or the  Subordinated  Lender or their
respective property in the courts of any other jurisdiction.

     17. Delay or Omission Not Waiver.  Neither the failure nor any delay on the
part of the Senior  Lender to exercise  any right,  remedy,  power or  privilege
hereunder  shall operate as a waiver  thereof or impair any such right,  remedy,
power or privilege. No single, partial or full exercise of any rights, remedies,
powers and  privileges  by the Senior  Lender  shall  preclude  further or other

<PAGE>
                                       12

exercise  thereof.  No course of  dealing  between  the  Senior  Lender  and the
Borrower or the Subordinated  Lender shall operate as or be deemed to constitute
a waiver  of the  Senior  Lender's  rights  hereunder  or affect  the  duties or
obligations of the Borrower or the Subordinated Lender.

     18. Possessory  Perfection.  Senior Lender agrees to hold the capital stock
(the "Capital  Stock") pledged to it under the Senior Loan Documents which is in
its physical  possession for the benefit of  Subordinated  Lender subject to the
rights of Senior Lender. Senior Lender shall use reasonable efforts to turn over
the Stock at such time as the Senior Debt is fully  satisfied and this agreement
is  terminated  but shall have no liability for the failure to do so unless such
failure is the result of willful misconduct or gross negligence.

     19.  Miscellaneous.  This Agreement  shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns.  This Agreement may not be modified  except in writing  executed by the
party  against  whom  enforcement  of such  modification  is sought.  The rights
granted to the Senior  Lender hereby shall be in addition to any other rights of
the  Senior  Lender  under any other  subordination  agreement,  if any,  now or
hereafter  outstanding.  All rights and  remedies of the Senior  Lender shall be
cumulative.  Wherever the Senior Lender's consent is required or permitted, such
consent shall be at the sole and absolute discretion of the Senior Lender.

     20.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     21.  Governing  Law.  This  Agreement  shall be governed  by and  construed
according to the laws of the  Commonwealth of  Pennsylvania  without taking into
account conflict of laws principles thereof.

     22.  Severability.  If any  provision  herein  shall for any reason be held
invalid or  unenforceable,  no other provision hereof shall be affected thereby,
and this  Agreement  shall  be  construed  as if the  invalid  or  unenforceable
provision had never been a part of it.

     23. Entire Agreement.  This Agreement  embodies the entire agreement of the
parties  hereto with  respect to the  subject  matter  hereof,  and there are no
courses of dealing, usages of trade, or other representations,  promises,  terms
or  conditions   referring  to  such  subject  matter,  and  no  inducements  or
representations leading to the execution hereof other than as mentioned herein.

     24. Waiver of Right to Trial by Jury. THE BORROWER, THE SUBORDINATED LENDER
AND THE SENIOR  LENDER  WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY  CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT
OR  INSTRUMENT  ATTACHED  HERETO,  REFERRED TO HEREIN OR DELIVERED IN CONNECTION
HEREWITH,  OR (b) IN ANY WAY  CONNECTED  WITH OR  RELATED OR  INCIDENTAL  TO THE
DEALINGS OF THE  BORROWER,  THE  SUBORDINATED  LENDER OR THE SENIOR  LENDER WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT  ATTACHED  HERETO,

<PAGE>
                                       13

REFERRED TO HEREIN OR  DELIVERED IN  CONNECTION  HEREWITH,  OR THE  TRANSACTIONS
RELATED HERETO,  IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
THE BORROWER,  THE  SUBORDINATED  LENDER AND THE SENIOR LENDER AGREE AND CONSENT
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY,  AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN  EVIDENCE OF THE
CONSENT OF THE BORROWER,  THE  SUBORDINATED  LENDER AND THE SENIOR LENDER TO THE
WAIVER  OF  THEIR  RESPECTIVE  RIGHT TO TRIAL  BY  JURY.  THE  BORROWER  AND THE
SUBORDINATED  LENDER  ACKNOWLEDGE  THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT
WITH COUNSEL  REGARDING  THIS  SECTION,  THAT THEY FULLY  UNDERSTAND  ITS TERMS,
CONTENT AND EFFECT,  AND THAT THEY  VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS
OF THIS SECTION.



                  (REST OF THIS PAGE INTENTIONALLY LEFT BLANK)


<PAGE>
                                       14


     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Agreement,
intending  to be legally  bound  hereby,  effective as of the day and year first
above written.

                            SUBORDINATED LENDER:

                            EUREKA I, L.P.

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

                                      By:  BERWIND CAPITAL PARTNERS, LLC
                                           its sole general partner

                                      By:  /s/ Christine C. Jones
                                           __________________________
                                           Name: Christine C. Jones
                                           Title:   President


                            HOLDER OF SERIES A PREFERRED STOCK:

                            EUREKA I, L.P.

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

                                     By:  BERWIND CAPITAL PARTNERS, LLC
                                          its sole general partner

                                     By:  /s/ Christine C. Jones
                                          _____________________________
                                          Name: Christine C. Jones
                                          Title:    President


                            SENIOR LENDER:

                            LASALLE BUSINESS CREDIT, INC.

                            By:  /s/ Jeffrey M. Joslin
                                 _____________________________
                                 Name: Jeffrey M. Joslin
                                 Title: Vice President


<PAGE>
                                       15


                            BORROWER:

                            MEDICAL TECHNOLOGY SYSTEMS, INC.


                            By:  /s/ Todd Siegel
                                ______________________________
                                Name: Todd Siegel
                                Title: President



                            By:  /s/ Todd Siegel
                                ______________________________
                                Name: Todd Siegel
                                Title: President




<PAGE>

                                    EXHIBIT A

                           Subordinated Debt Documents