REGISTRATION   RIGHTS  AGREEMENT  dated  June  26,  2002,  between  MEDICAL
TECHNOLOGY SYSTEMS, INC., a Delaware corporation (the "Company"),  and EUREKA I,
L.P., a Delaware limited partnership ("Purchaser" ).

     Pursuant  to a  Securities  Purchase  Agreement  dated the date hereof (the
"Purchase  Agreement"),  Purchaser  has agreed to  purchase,  subject to certain
conditions,  the Notes,  the  Warrants  and  Preferred  Shares  (as  hereinafter
defined). It is a condition to the Purchaser's  obligation to complete the First
Closing  (as defined in the  Purchase  Agreement)  that the Company  execute and
deliver this Agreement.

     NOW,  THEREFORE,  in consideration of the mutual promises  contained herein
and in the Purchase  Agreement,  and intending to be legally bound,  the parties
agree as follows.

     1. Certain Definitions. As used in this Agreement, the following terms have
the following respective meanings:

     "Commission"  means the  Securities and Exchange  Commission,  or any other
federal agency at the time administering the Securities Act.

     "Common  Stock" means the Common Stock,  $0.01 par value per share,  of the
Company.

     "Conversion  Shares" mean shares of Common Stock issued upon  conversion of
the Preferred Shares.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission promulgated  thereunder,  all as the
same shall be in effect from time to time.

     "Intercreditor  Agreement" means the  Subordination  Agreement of even date
herewith among LaSalle Business Credit, Inc., the Purchaser, the Company and MTS
Packaging Systems, Inc., as in effect from time to time.

     "Permitted Liens" has the meaning set forth in the Purchase Agreement.

     "Preferred  Shares"  means the shares of Series A  Preferred  Stock  issued
under the Series A Stock Purchase Agreement at the First Closing.

     "Registration Expenses" means the expenses so described in Section 6.

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                                       2

     "Restricted  Stock" means the Warrant Shares,  Conversion  Shares,  and any
additional  shares of Common Stock  issued or delivered  pursuant to Section 11,
excluding  Warrant  Shares  and  Conversion  Shares  which  shall  have (a) been
registered  under the  Securities  Act  pursuant  to an  effective  registration
statement filed  thereunder and disposed of in accordance with the  registration
statement  covering  them,  or (b) been publicly sold pursuant to Rule 144 under
the Securities Act. When this Agreement  refers to a number or percentage of the
Restricted  Stock the number or  percentage  shall be  calculated as a number or
percentage of Warrant  Shares and Conversion  Shares on the assumption  that all
Warrants  and  Preferred  Shares  are  exercised  and  all  Warrant  Shares  and
Conversion Shares are issued.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations of the Commission promulgated thereunder,  all as the same
shall be in effect from time to time.

     "Selling Expenses" means the expenses so described in Section 6.

     "Series A Preferred  Stock"  means the Series A  Convertible  Participating
Preferred Stock, par value $0.0001 per share, of the Company.

     "Warrant Agreement" means the Warrant Agreement dated the date hereof among
the Purchaser and the Company,  executed and delivered  pursuant to the Purchase
Agreement, as the same may be amended,  modified,  supplemented or restated from
time to time pursuant to the terms thereof.

     "Warrants"  means the warrants to purchase  566,517  shares of Common Stock
issued pursuant to the Warrant Agreement, as adjusted from time to time pursuant
to the Warrant Agreement.

     "Warrant  Shares"  means the shares of Common Stock issued upon exercise of
the Warrants.

     2. Required Registration.

          (a) At any time,  one or more holders of Restricted  Stock may request
     the Company to register  under the Securities Act all or any portion of the
     shares of Restricted  Stock held by such  requesting  holder or holders for
     sale in the manner  specified  in such  notice,  but only if the request is
     made by the holders of Restricted  Stock  constituting  at least 50% of the
     number of shares of Restricted Stock outstanding at the time the request is
     made.

          Notwithstanding  anything to the contrary contained herein, no request
     may be made under this Section  within 180 days after the effective date of
     a registration  statement  filed by the Company  covering a firm commitment
     underwritten public offering in which the holders of Restricted Stock shall
     have been entitled to join pursuant to Section 3 and in which all shares of
     Restricted Stock as to which  registration  shall have been requested shall
     have been effectively registered and sold.

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                                       3

          (b) Following  receipt of any notice under this  Section,  the Company
     shall  immediately  notify all holders of Restricted Stock from whom notice
     has not been  received  and shall use  commercially  reasonable  efforts to
     register under the Securities  Act, for public sale in accordance  with the
     method of disposition specified in such notice from requesting holders, the
     number of shares of Restricted  Stock  specified in such notice (and in all
     notices received by the Company from other holders within 15 days after the
     giving of such notice by the Company).  If such method of disposition shall
     be an underwritten public offering, the holders of a majority of the shares
     of Restricted  Stock to be sold in such offering may designate the managing
     underwriter of such offering, subject to the approval of the Company, which
     approval shall not be unreasonably  withheld or delayed.  The Company shall
     be obligated to register  Restricted  Stock pursuant to this Section on two
     occasions only, but such obligation  shall be deemed  satisfied only when a
     registration statement covering all shares of Restricted Stock specified in
     notices  received as aforesaid,  for sale in accordance  with the method of
     disposition  specified  by  the  requesting  holders,   shall  have  become
     effective  and,  if  such  method  of  disposition  is  a  firm  commitment
     underwritten public offering, all such shares shall have been sold pursuant
     thereto.

          (c) No person  other than the Company,  its  officers,  directors,  or
     other stockholders  entitled to registration rights under the circumstances
     shall be entitled to include any securities in any  registration  statement
     requested  under this  Section  without  the  consent  of the  holders of a
     majority of the Restricted  Stock included in the  registration  statement,
     which  consent  shall  not  be  unreasonably  withheld.  The  Company,  its
     officers,  directors, or other stockholders entitled to registration rights
     under the  circumstances  shall be entitled to include in any  registration
     statement  referred to in this  Section,  for sale in  accordance  with the
     method of disposition specified by the requesting holders, shares of Common
     Stock to be sold by the  Company or by its  officers,  directors,  or other
     stockholders  entitled to registration  rights under the  circumstances for
     its or their own account,  except to the extent that, in the opinion of the
     managing   underwriter   (if  such  method  of  disposition   shall  be  an
     underwritten public offering),  confirmed in writing to the Company and the
     holders  requesting  inclusion of Restricted  Stock in the registration and
     the  underwriting,  such inclusion would adversely  affect the marketing of
     the  Restricted  Stock to be sold.  In such event,  the number of shares of
     Common  Stock to be  registered  on behalf of the Company or its  officers,
     directors,  and other  holders  entitled to  registration  rights under the
     circumstances,  if any,  shall be computed as set forth in subsection  (d).
     Except  for  registration  statements  on Form  S-4,  S-8 or any  successor
     thereto,   the  Company  will  not  file  with  the  Commission  any  other
     registration  statement  with respect to its Common Stock,  whether for its
     own  account or that of other  stockholders,  from the date of receipt of a
     notice  from  requesting  holders  pursuant  to this  Section  2 until  the
     completion of the period of distribution of the  registration  contemplated
     thereby.

          (d) Whenever a registration  requested pursuant to this Section is for
     an underwritten  public offering,  only shares of Common Stock which are to
     be  included  in the  underwriting  may be  included  in the  registration.
     Notwithstanding  the provisions of subsections (b) and (c), if the managing
     underwriter  determines that marketing  factors require a limitation of the
     total number of shares of Common Stock to be  underwritten  or a limitation
     of the total  number of shares of Common Stock to be sold by the Company or
     its officers or directors or other  stockholders  entitled to  registration
     rights under the circumstances, then the number of shares to be included in
     the registration  and the  underwriting  shall first be allocated among all

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                                       4

     holders who  indicated to the Company their  decision to distribute  any of
     their Restricted Stock through such underwriting,  in proportion, as nearly
     as  practicable,  to the  respective  number of shares of Restricted  Stock
     requested to be included in the  registration  and the underwriting by such
     holders,  then the  remainder,  if any, to the  Company or its  officers or
     directors or other stockholders  entitled to registration  rights under the
     circumstances,  in proportion, as nearly as practicable,  to the respective
     number  of  shares  of  Common  Stock  requested  to  be  included  in  the
     registration  and  the  underwriting  by the  Company  or its  officers  or
     directors or other stockholders  entitled to registration  rights under the
     circumstances.  No stock  excluded from the  underwriting  by reason of the
     managing  underwriter's  marketing  limitation  shall be  included  in such
     registration.  If the  Company  or  its  officers  or  directors  or  other
     stockholders  entitled to registration  rights under the circumstances,  as
     the case may be,  determines not to  participate in any such  underwriting,
     it, he or she may elect to withdraw  therefrom  by written  notice,  within
     five  (5) days of  notice  to the  Company  of the  managing  underwriter's
     marketing   limitation,   to  the  holders  of  Restricted  Stock  and  the
     underwriter.  The securities so withdrawn from such underwriting shall also
     be withdrawn from such registration.

          3. Incidental Registration.

          (a) If the Company,  at any time (other than  pursuant to Section 2 or
     Section 4) proposes to register any of its securities  under the Securities
     Act for sale to the public,  whether for its own account or for the account
     of other  security  holders or both (except  with  respect to  registration
     statements on Forms S-4, S-8 or their respective successors or another form
     not available for registering the Restricted Stock for sale to the public),
     each such time it will give  written  notice to all holders of  outstanding
     Restricted Stock of its intention so to do. Upon the written request of any
     such holder, received by the Company within 15 days after the giving of any
     such notice by the Company,  to register any of its Restricted Stock (which
     request  shall  state the  intended  method of  disposition  thereof),  the
     Company will cause the Restricted Stock as to which registration shall have
     been so  requested  to be included in the  securities  to be covered by the
     registration  statement  proposed  to be filed by the  Company,  all to the
     extent requisite to permit the sale or other  disposition by the holder (in
     accordance  with  its  written   request)  of  such  Restricted   Stock  so
     registered.

          (b) In the event that any registration  pursuant to this Section shall
     be, in whole or in part, an  underwritten  public  offering of Common Stock
     for the account of the Company and the managing underwriter shall be of the
     opinion,  confirmed  in writing to the Company  and the holders  requesting
     inclusion of Restricted  Stock in the  registration  and the  underwriting,
     that the inclusion in such offering of all shares of Common Stock  proposed
     to be included by the Company,  the holders of  Restricted  Stock and other
     holders of Common Stock  (whether or not pursuant to  registration  rights)
     would  adversely  affect the marketing of the  securities to be sold by the
     Company  therein,  then the number of shares of Common Stock to be included
     in the registration and the offering shall be reduced as follows:

               (1)  first,  the  number of shares  proposed  to be  included  by
          persons  other than the Company and the  holders of  Restricted  Stock
          shall be reduced  in  accordance  with the  agreements,  if any,  that
          entitle them to include shares in the  registration,  and otherwise as
          determined by the Company, and

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                                       5

               (2) second, the number of shares requested to be included and the
          holders of  Restricted  Stock shall be reduced pro rata among all such
          holders  in  accordance  with the  number  of shares  requested  to be
          included by each.

     No stock  so  excluded  from the  underwriting  shall  be  included  in the
     registration.

          (c) Notwithstanding the foregoing  provisions,  the Company shall have
     the  right to  withdraw  any  registration  statement  referred  to in this
     Section at any time without thereby  incurring any liability to the holders
     of Restricted Stock.

          (d) The Company shall have the right to select the underwriters in the
     case of any registration pursuant to this Section 3 in its sole discretion.

     4.  Registration  on Form S-3.  If at any time (i) a holder or  holders  of
Restricted Stock request that the Company file a registration  statement on Form
S-3 or any successor  thereto for a public offering of all or any portion of the
shares of Restricted Stock held by such requesting  holder or holders,  and (ii)
the Company is a registrant entitled to use Form S-3 or any successor thereto to
register such shares, then the Company shall use commercially reasonable efforts
to register under the Securities Act on Form S-3 or any successor  thereto,  for
public  sale in  accordance  with the method of  disposition  specified  in such
notice,  the number of shares of  Restricted  Stock  specified  in such  notice.
Whenever the Company is required by this Section to use commercially  reasonable
efforts to effect the registration of Restricted  Stock,  each of the procedures
and requirements of Section 2 (including but not limited to the requirement that
the Company notify all holders of Restricted Stock from whom notice has not been
received and provide them with the  opportunity  to participate in the offering)
shall apply to such  registration,  except that there shall be no  limitation on
the number of  registrations  on Form S-3 which may be  requested  and  obtained
under  this  Section,  and the  percentage  requirement  contained  in the first
sentence of Section 2(a) shall not apply to any  registration  on Form S-3 which
may be requested and obtained  under this Section.  Notwithstanding  anything to
the  contrary  contained  herein,  no request may be made under this Section (a)
within 180 days after the effective  date of a registration  statement  filed by
the Company covering a firm commitment underwritten public offering in which the
holders of Restricted Stock shall have been entitled to join pursuant to Section
3 and in which all shares of  Restricted  Stock as to which  registration  shall
have  been  requested  shall  have  been  registered  and  sold,  or (b) for the
registration of less than all the then  outstanding  shares of Restricted  Stock
unless the request covers shares of Restricted  Stock having an aggregate market
value of $2,000,000  or more,  based on the closing price of the Common Stock on
the trading day before the request is made.

     5. Registration Procedures.

          (a) If and  whenever  the  Company is required  by the  provisions  of
     Section  2, 3 or 4 to use  commercially  reasonable  efforts  to effect the
     registration  of any shares of Restricted  Stock under the Securities  Act,
     the Company will, as expeditiously as possible:

               (1) prepare and file with the Commission a registration statement
          (which,  in the case of an underwritten  public  offering  pursuant to
          Section 2, shall be on Form S-1 or other form of general

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                                       6

          applicability  satisfactory  to the managing  underwriter  selected as
          therein provided) with respect to such securities and use commercially
          reasonable efforts to cause such registration  statement to become and
          remain  effective  for the  period  of the  distribution  contemplated
          thereby (determined as hereinafter provided);

               (2)  prepare and file with the  Commission  such  amendments  and
          supplements to such registration  statement and the prospectus used in
          connection  therewith as may be  necessary  to keep such  registration
          statement  effective  for the period  specified in  paragraph  (1) and
          comply with the  provisions of the  Securities Act with respect to the
          disposition  of all  Restricted  Stock  covered  by such  registration
          statement  in  accordance   with  the  sellers'   intended  method  of
          disposition set forth in such registration statement for such period;

               (3)  furnish  to each  seller  of  Restricted  Stock  and to each
          underwriter  such number of copies of the  registration  statement and
          the  prospectus   included   therein   (including   each   preliminary
          prospectus)  as such  persons  reasonably  may  request  in  order  to
          facilitate  the public  sale or other  disposition  of the  Restricted
          Stock covered by such registration statement;

               (4) use  commercially  reasonable  efforts to register or qualify
          the Restricted Stock covered by such registration  statement under the
          securities or "blue sky" laws of such  jurisdictions as the sellers of
          Restricted  Stock or, in the case of an underwritten  public offering,
          the managing  underwriter  reasonably  shall request,  but the Company
          shall not for any such purpose be required (A) to qualify generally to
          transact business as a foreign  corporation in any jurisdiction  where
          it is not so qualified;  (B) to consent to general  service of process
          in any such jurisdiction; or (C) to subject itself to any material tax
          in any such jurisdiction where it is not then so subject.

               (5) use  commercially  reasonable  efforts to list the Restricted
          Stock  covered  by  such  registration  statement  on  any  securities
          exchange or inter-dealer quotation system on which the Common Stock of
          the Company is then listed;

               (6) immediately  notify each seller of Restricted  Stock and each
          underwriter  under  such  registration  statement,  at any time when a
          prospectus  relating  thereto is  required to be  delivered  under the
          Securities Act, of the happening of any event of which the Company has
          knowledge  as a  result  of which  the  prospectus  contained  in such
          registration   statement,  as  then  in  effect,  includes  an  untrue
          statement  of a  material  fact or  omits  to  state a  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading in light of the circumstances then existing;

               (7) if the offering is underwritten  and any seller of Restricted
          Stock or any  underwriter  so requests,  use  commercially  reasonable
          efforts to furnish on the date that  Restricted  Stock is delivered to
          the  underwriters  for  sale  pursuant  to such  registration:  (i) an
          opinion  dated such date of counsel  representing  the Company for the
          purposes of such  registration,  addressed to the  underwriters and to
          such seller,  in form reasonably  satisfactory to them,  covering such
          matters  of  the  type   customarily   covered  by   opinions  as  the

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                                       7

          underwriters  or  such  seller  may  reasonably  request;  and  (ii) a
          "comfort   letter"  dated  such  date  from  the  independent   public
          accountants retained by the Company, addressed to the underwriters and
          to such  seller,  in customary  form and covering  such matters of the
          type customarily covered by comfort letters as the underwriter or such
          seller may reasonably request; and

               (8) make  available  for  inspection by each seller of Restricted
          Stock, any underwriter  participating in any distribution  pursuant to
          such  registration  statement,  and any attorney,  accountant or other
          agent retained by such seller or underwriter,  all financial and other
          records,  pertinent corporate documents and properties of the Company,
          and cause the  Company's  officers,  directors and employees to supply
          all information reasonably requested by any such seller,  underwriter,
          attorney,  accountant  or agent in connection  with such  registration
          statement.

          As used in  Section 5, the term  "underwriter"  does not  include  any
          seller of Restricted Stock.

          (b) For purposes of subsection (a)(1) and (2) and of Section 2(c), the
     period  of   distribution   of  Restricted   Stock  in  a  firm  commitment
     underwritten   public  offering  shall  be  deemed  to  extend  until  each
     underwriter has completed the  distribution of all securities  purchased by
     it, but not to exceed 30 days, and the period of distribution of Restricted
     Stock in any other registration shall be deemed to extend until the earlier
     of the sale of all  Restricted  Stock covered  thereby or 90 days after the
     effective date thereof.

          (c)  Notwithstanding  the foregoing  provisions of subsection (a), the
     Company  shall not be  obligated  to effect  the  filing of a  registration
     statement  under  subsection  (a), (1) during the period  starting with the
     date 30 days  prior to the  Company's  good faith  estimate  of the date of
     filing of, and ending on the date 90 days  following the effective date of,
     a registration  statement  pertaining to an underwritten public offering of
     securities  for the account of the Company,  provided the Company is at all
     times during such period diligently  pursuing such registration,  or (2) if
     the  Company  shall  furnish to the  Purchaser  requesting  a  registration
     statement  pursuant to subsection (a) (or under any other relevant  section
     of this  Agreement) a  certificate  signed by the  President of the Company
     stating  that in the good faith  judgment of the Board of  Directors of the
     Company,  it would  not be in the best  interests  of the  Company  and its
     shareholders  generally for such registration  statement to be filed. Under
     clause  (2),  the  Company  shall have the right to defer such filing for a
     period  of not  more  than 90  days  after  receipt  of the  request  for a
     registration under subsection (a); provided,  however, that the Company may
     not  utilize  the right set  forth in  clause  (2) until 90 days  after the
     termination  of any  earlier  period  during  which it shall have  deferred
     filing a registration statement pursuant to clause (2).

          (d) In connection  with each  registration  hereunder,  the sellers of
     Restricted  Stock will furnish to the Company in writing  such  information
     with respect to themselves and the proposed  distribution  by them as shall
     be necessary  in order to assure  compliance  with  federal and  applicable
     state  securities  laws.  Each holder of  Restricted  Stock as to which any
     registration  is being effected agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such holder to the Company or of the  happening of any event as a result
     of which any prospectus  relating to such  registration  contains an untrue

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                                       8

     statement of a material fact regarding such holder or the  distribution  of
     such  Restricted  Stock or omits to state any material fact  regarding such
     holder or the  distribution of such Restricted  Stock required to be stated
     therein  or  necessary  to make  the  statements  therein,  in light of the
     circumstances  under which they were made, not misleading,  and to promptly
     furnish to the Company any additional  information  required to correct and
     update  any  previously  furnished  information  or  required  so that such
     prospectus  shall not, with respect to such holder or the  distribution  of
     such Restricted  Stock,  contain an untrue  statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading.

          (e) In connection with each registration  pursuant to Sections 2, 3 or
     4 covering an  underwritten  public  offering,  the Company and each seller
     agree to enter into a written underwriting  agreement with the underwriters
     selected in the manner herein  provided,  in such form and containing  such
     provisions  as are  customary  in  the  securities  business  for  such  an
     underwriting  agreement  between  such  underwriters  and  companies of the
     Company's size and investment stature.

          (f) If the Company provides notice pursuant to subsection (a)(6), each
     seller  of  Restricted  Stock  agrees  to stop  all  offers  and  sales  of
     Restricted  Stock  until  the  prospectus  contained  in  any  registration
     statement has been  supplemented  or amended,  as the case may be, so as to
     correct any untrue statements or add information relating to any omissions.
     The  Company  will  effect  such  supplement  or  amendment  as promptly as
     reasonably practicable.

     6.  Expenses.  All  expenses  incurred  by the  Company in  complying  with
Sections 2, 3 and 4, including,  without limitation, all registration and filing
fees,  printing  expenses,  fees and  disbursements  of counsel and  independent
public accountants for the Company,  fees and expenses  (including counsel fees)
incurred in connection with complying with state  securities or "blue sky" laws,
fees of the National  Association of Securities  Dealers,  Inc., transfer taxes,
fees of  transfer  agents  and  registrars,  costs  of  insurance  and  fees and
disbursements  of  one  counsel  (up  to  maximum  aggregate  counsel  fees  and
disbursements  per registration of $50,000) for the sellers of Restricted Stock,
but excluding any Selling Expenses, are called "Registration Expenses." All fees
and  disbursements  of counsel for the sellers of Restricted  Stock in excess of
$50,000 (as  adjusted  herein) for one counsel and all  underwriting  discounts,
brokerage  fees and selling  commissions  applicable  to the sale of  Restricted
Stock are called "Selling Expenses."

     The Company  will pay all  Registration  Expenses in  connection  with each
registration  statement  under  Sections  2, 3 or 4.  All  Selling  Expenses  in
connection  with each  registration  statement under Sections 2, 3 or 4 shall be
borne by the participating sellers in proportion to the number of shares sold by
each, or by such  participating  sellers  other than the Company  (except to the
extent the Company shall be a seller) as they may agree.

     7. Indemnification and Contribution.

          (a) In the  event of a  registration  of any of the  Restricted  Stock
     under the  Securities  Act pursuant to Sections 2, 3 or 4, the Company will
     indemnify  and  hold  harmless  each  seller  of  such   Restricted   Stock
     thereunder,  each  underwriter of such Restricted Stock thereunder and each

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                                       9

     other person,  if any, who controls such seller or  underwriter  within the
     meaning of the  Securities  Act,  against  any losses,  claims,  damages or
     liabilities,  joint  or  several,  to which  such  seller,  underwriter  or
     controlling   person  may  become  subject  under  the  Securities  Act  or
     otherwise,  insofar as such  losses,  claims,  damages or  liabilities  (or
     actions  in  respect  thereof)  arise out of or are based  upon any  untrue
     statement or alleged untrue statement of any material fact contained in any
     registration  statement  under which such  Restricted  Stock is  registered
     under the  Securities  Act pursuant to Sections 2, 3 or 4, any  preliminary
     prospectus  or final  prospectus  contained  therein,  or any  amendment or
     supplement  thereof,  or arise out of or are  based  upon the  omission  or
     alleged  omission to state  therein a material  fact  required to be stated
     therein or necessary to make the  statements  therein not  misleading,  and
     will  reimburse  each  such  seller,  each such  underwriter  and each such
     controlling person for any legal or other expenses  reasonably  incurred by
     them in connection with  investigating  or defending any such loss,  claim,
     damage, liability or action, but the Company will not be liable in any such
     case if and to the extent that any such loss,  claim,  damage or  liability
     arises out of or is based upon (i) an untrue  statement  or alleged  untrue
     statement  or  omission  or alleged  omission  so made in  conformity  with
     information  furnished in writing by any such seller,  any such underwriter
     or any such  controlling  person in  writing  specifically  for use in such
     registration   statement  or   prospectus,   or  (ii)  any  failure  by  an
     underwriter,  or a person  controlling  such  underwriter,  to give a final
     prospectus to the person claiming an untrue statement or omission,  if such
     statement  or  omission  appeared  in or was  omitted  from  a  preliminary
     prospectus and was corrected in the final prospectus.

          (b) In the  event of a  registration  of any of the  Restricted  Stock
     under the  Securities  Act  pursuant  to Sections 2, 3 or 4, each seller of
     such Restricted Stock thereunder, severally and not jointly, will indemnify
     and hold  harmless  the  Company,  each  person,  if any,  who controls the
     Company  within the  meaning of the  Securities  Act,  each  officer of the
     Company who signs the registration statement, each director of the Company,
     each  underwriter and each person who controls any  underwriter  within the
     meaning of the  Securities  Act,  against  all losses,  claims,  damages or
     liabilities,  joint or  several,  to which  the  Company  or such  officer,
     director,  underwriter or  controlling  person may become subject under the
     Securities  Act or otherwise,  insofar as such losses,  claims,  damages or
     liabilities (or actions in respect  thereof) arise out of or are based upon
     any untrue  statement or alleged  untrue  statement  of any  material  fact
     contained in the  registration  statement under which such Restricted Stock
     is registered  under the Securities Act pursuant to Sections 2, 3 or 4, any
     preliminary  prospectus  or  final  prospectus  contained  therein,  or any
     amendment  or  supplement  thereof,  or arise out of or are based  upon the
     omission or alleged  omission to state  therein a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading,  or arise out of the failure of such holder of Restricted Stock
     to deliver a  prospectus  to any  purchaser of  Restricted  Stock from such
     holder,  and will  reimburse the Company and each such  officer,  director,
     underwriter  and  controlling  person  for  any  legal  or  other  expenses
     reasonably  incurred by them in connection with  investigating or defending
     any such loss, claim, damage,  liability or action, but only if and only to
     the extent that any such loss, claim,  damage or liability arises out of or
     is based upon an untrue  statement or alleged untrue  statement or omission
     or  alleged   omission  made  in  reliance  upon  and  in  conformity  with
     information pertaining to such seller, as such, furnished in writing to the
     Company by such seller specifically for use in such registration  statement

<PAGE>
                                       10

     or prospectus,  or from such holder's failure to deliver a prospectus.  The
     liability of each seller  hereunder  shall be limited to the  proportion of
     any such loss,  claim,  damage,  liability or expense which is equal to the
     proportion that the public offering price of the shares sold by such seller
     under such registration  statement bears to the total public offering price
     of all securities sold  thereunder,  but not in any event to exceed the net
     proceeds  received by such seller from the sale of Restricted Stock covered
     by such registration statement.

          (c) Promptly after receipt by an indemnified party hereunder of notice
     of the commencement of any action, such indemnified party shall, if a claim
     in respect thereof is to be made against the indemnifying  party hereunder,
     notify the indemnifying  party in writing  thereof,  but the omission so to
     notify the indemnifying party shall not relieve it from any liability which
     it may have to such  indemnified  party  other than under this  Section and
     shall relieve it from any liability  which it may have to such  indemnified
     party under this Section only if and to the extent the  indemnifying  party
     is  prejudiced by such  omission.  In case any such action shall be brought
     against any indemnified party and it shall notify the indemnifying party of
     the  commencement  thereof,  the  indemnifying  party  shall be entitled to
     participate  in and, to the extent it shall wish,  to assume and  undertake
     the  defense   thereof  with  counsel   reasonably   satisfactory  to  such
     indemnified  party,  and, after notice from the indemnifying  party to such
     indemnified  party of its election so to assume and  undertake  the defense
     thereof,  the  indemnifying  party shall not be liable to such  indemnified
     party under this Section for any legal  expenses  subsequently  incurred by
     such  indemnified  party in connection  with the defense thereof other than
     reasonable costs of investigation  and of liaison with counsel so selected,
     but if the interests of the indemnified  party  reasonably may be deemed to
     conflict  with the interests of the  indemnifying  party,  the  indemnified
     party shall have the right to select a separate  counsel and to assume such
     legal  defenses and otherwise to participate in the defense of such action,
     with the  expenses  and fees of such  separate  counsel and other  expenses
     related to such  participation to be reimbursed by the indemnifying  party.
     The  indemnifying  party shall not, in  connection  with any  proceeding or
     related  proceeding,  be liable for the fees and  expenses of more than one
     separate firm (plus one firm of local counsel in each jurisdiction in which
     an action is brought). The indemnified party shall cooperate fully with the
     indemnifying  party in connection  with any  negotiation  or defense of any
     such  action or claim by the  indemnifying  party and shall  furnish to the
     indemnifying party all information  reasonably available to the indemnified
     party that relates to such action or claim.  The  indemnifying  party shall
     keep the indemnified  party fully apprised at all times as to the status of
     the defense or any settlement  negotiations  with respect  thereto.  If the
     indemnifying  party  elects to defend  any such  action or claim,  then the
     indemnified  party shall be entitled to  participate  in such  defense with
     counsel of its  choice at its sole cost and  expense.  If the  indemnifying
     party does not assume such defense,  the  indemnified  party shall keep the
     indemnifying party apprised at all times as is reasonably practicable as to
     the status of the defense; provided,  however, that the failure to keep the
     indemnifying  party so  informed  shall not affect the  obligations  of the
     indemnifying party hereunder. No indemnifying party shall be liable for any
     settlement of any action,  claim or proceeding effected without its written
     consent;   provided,   however,  that  the  indemnifying  party  shall  not
     unreasonably  withhold,  delay or condition  its consent.  No  indemnifying
     party  shall,  without  the  consent  of the  indemnified  party (not to be
     unreasonably withheld),  consent to entry of any judgment or enter into any
     settlement  that does not  include as an  unconditional  term  thereof  the
     giving by the claimant or plaintiff to such indemnified  party of a release
     from all  liability in respect to such claim or litigation or that requires

<PAGE>
                                       11

     the indemnified  party to take any future action (other than the payment of
     money that the indemnifying  party pays under this section) or refrain from
     taking any future action.

          (d) In order to provide for just and equitable  contribution  to joint
     liability  under the  Securities  Act in any case in which  either  (i) any
     holder of Restricted Stock exercising  rights under this Agreement,  or any
     controlling  person of any such holder,  makes a claim for  indemnification
     pursuant to this Section but it is judicially determined (by the entry of a
     final  judgment  or decree  by a court of  competent  jurisdiction  and the
     expiration  of time to appeal or the  denial of the last  right of  appeal)
     that such  indemnification may not be enforced in such case notwithstanding
     the fact that this Section  provides for  indemnification  in such case, or
     (ii)  contribution  under the Securities Act may be required on the part of
     any such selling holder or any such controlling person in circumstances for
     which  indemnification  is provided  under this Section;  then, and in each
     such case,  the Company and such holder will  contribute  to the  aggregate
     losses,  claims, damages or liabilities to which they may be subject (after
     contribution  from  others)  in such  proportion  so that  such  holder  is
     responsible  for the portion  represented by the percentage that the public
     offering  price  of  its  Restricted  Stock  offered  by  the  registration
     statement bears to the public  offering price of all securities  offered by
     such  registration  statement,  and  the  Company  is  responsible  for the
     remaining  portion;  but in any  such  case,  (A) no  such  holder  will be
     required to contribute any amount in excess of the public offering price of
     all such  Restricted  Stock  offered by it  pursuant  to such  registration
     statement;   and  (B)  no   person   or   entity   guilty   of   fraudulent
     misrepresentation  (within the meaning of Section  11(f) of the  Securities
     Act) will be entitled to contribution from any person or entity who was not
     guilty of such fraudulent misrepresentation.

     8. Changes in Common Stock or Preferred  Stock.  If, and as often as, there
is any change in the Common  Stock or the Series A  Preferred  Stock by way of a
stock split,  stock  dividend,  combination  or  reclassification,  or through a
merger,  consolidation,  reorganization  or  recapitalization,  or by any  other
means, appropriate adjustment shall be made in the provisions hereof so that the
rights and  privileges  granted hereby shall continue with respect to the Common
Stock as so changed.

     9. Rule 144  Reporting.  With a view to making  available  the  benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted  Stock to the public without  registration,  at all times
when the Company is subject to the reporting  requirements  of the Exchange Act,
the Company agrees to furnish to each holder of Restricted  Stock forthwith upon
request  a  written  statement  by the  Company  as to its  compliance  with the
reporting  requirements of Rule 144 under the Securities Act and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  and
such other  reports  and  documents  so filed by the  Company as such holder may
reasonably  request  in  availing  itself  of  any  rule  or  regulation  of the
Commission   allowing  such  holder  to  sell  any   Restricted   Stock  without
registration.

     10.  Representations and Warranties of the Company.  The Company represents
and warrants to the Purchaser as follows:

<PAGE>
                                       12

          (a) The execution,  delivery and  performance of this Agreement by the
     Company have been duly  authorized  by all requisite  corporate  action and
     will not  violate  any  provision  of law,  any order of any court or other
     agency of government,  the certificate of  incorporation  or by-laws of the
     Company or any  provision  of any  material  indenture,  agreement or other
     instrument  to  which  it or any or its  properties  or  assets  is  bound,
     conflict  with,  result in a breach of or  constitute  (with due  notice or
     lapse of time or both) a default  under any such  indenture,  agreement  or
     other  instrument  or result in the  creation  or  imposition  of any lien,
     charge or encumbrance of any nature  whatsoever  upon any of the properties
     or assets of the Company.

          (b) This Agreement has been duly executed and delivered by the Company
     and  constitutes  the legal,  valid and binding  obligation of the Company,
     enforceable in accordance  with its terms (subject to equitable  principles
     and  to  applicable  bankruptcy,  reorganization,   insolvency,  fraudulent
     conveyance  and transfer,  moratorium  and other similar laws affecting the
     enforceability   of   creditors'   rights   generally   and  to  applicable
     restrictions on the enforceability of indemnification and contribution).

     11. Make-Whole Provision.

          (a) Subject to the terms of the Intercreditor  Agreement,  if a holder
     of Preferred  Shares converts them to Common Stock at any time, or a holder
     of Warrants  exercises  them after the earlier of the prepayment in full or
     final  maturity of the Notes,  and, in either  case,  such holder sells the
     Conversion  Shares or the Warrant  Shares  under a  registration  statement
     filed by the Company  pursuant to this  Agreement  at an average  price per
     share (the "Average Sale Price") less than the average of the closing price
     per share of the Company's  Common Stock for five trading days prior to the
     date of  conversion  of  such  Preferred  Shares  or the  exercise  of such
     Warrants (the "Exercise Date Market  Price"),  the Company will pay to such
     holder in cash an amount  determined by multiplying the number of shares of
     Common Stock so sold by the excess of the  Exercise  Date Market Price over
     the Average Sale Price. In lieu of making such payment in cash, the Company
     shall have the option of  delivering  to such  holder a number of shares of
     Common Stock determined by dividing the amount of cash otherwise payable by
     the Average Sale Price.

          (b)  Subsection (a) will not apply to the Warrant Shares or Conversion
     Shares if,  following the sale of all of the Warrant  Shares and Conversion
     Shares at the actual sale prices  therefor  and the receipt of the proceeds
     thereof,  the Purchaser shall have achieved an Investment  Multiple of 4.5.
     "Investment  Multiple"  has the meaning given to that term in Section 11 of
     the Warrant Agreement, except that proceeds not actually received shall not
     be deemed to have been received.

          (c) The  number of shares of Common  Stock that the  Company  shall be
     required to issue pursuant to this Section shall not exceed 12,500,000 less
     the number of Warrant  Shares  issuable on the exercise of Warrants  issued
     pursuant to Section 11 of the Warrant Agreement.

<PAGE>
                                       13

          (d) The Company will reserve sufficient shares of its Common Stock for
     issuance  pursuant to this Section.  If for any reason the  authorized  but
     unissued shares of Common Stock,  together with shares of Common Stock held
     by the Company in treasury or held by any  subsidiary  of the Company,  are
     insufficient  for the Company to issue shares as required by this  Section,
     the  Company  will  use  commercially   reasonable  efforts  to  amend  its
     certificate of incorporation to increase its authorized  Common Stock to an
     amount that is sufficient (it being  understood that failure to effect such
     amendment despite the Company's use of commercially reasonable efforts will
     not constitute a violation of this Agreement).

          12. Miscellaneous.

          (a) The rights of the Purchaser hereunder, including the right to have
     the  Company  register  for  resale  the  shares  of  Restricted  Stock  in
     accordance  with  the  terms  of this  Agreement,  shall  be  automatically
     assignable by the Purchaser to any transferee of such Purchaser of all or a
     portion of the shares of the Restricted  Stock if: (i) the Purchaser agrees
     in writing with the  transferee  or assignee to assign such  rights,  and a
     copy of such agreement is furnished to the Company within a reasonable time
     after such assignment,  (ii) the Company is, within a reasonable time after
     such transfer or assignment,  furnished with written notice of (A) the name
     and address of such  transferee or assignee,  and (B) the  securities  with
     respect  to  which  such  registration  rights  are  being  transferred  or
     assigned,   (iii)   following  such  transfer  or  assignment  the  further
     disposition of such securities by the transferee or assignees is restricted
     under the Securities Act and applicable  state  securities  laws,  (iv) the
     transferee  or assignee  agrees in writing  with the Company to be bound by
     all of the  provisions of this  Agreement,  (v) the  transferee or assignee
     agrees to be bound by all of the provisions of the Intercreditor  Agreement
     and  executes a  counterpart  thereof or a joinder  thereto,  and (vi) such
     transfer   shall  have  been  made  in  accordance   with  the   applicable
     requirements  of this Agreement and the Purchase  Agreement.  The rights to
     assignment  shall apply to the Purchaser and to subsequent  successors  and
     permitted assigns. All covenants and agreements contained in this Agreement
     by or on behalf of any of the  parties  hereto  shall bind and inure to the
     benefit of the respective  successors and permitted  assigns of the parties
     hereto (but excluding any transferees of any Warrants,  Preferred Shares or
     Restricted  Stock other than in compliance  with the first sentence of this
     subsection (a)), whether so expressed or not.

          (b) All notices, requests, consents and other communications hereunder
     to any party shall be deemed to be  sufficient  if  contained  in a written
     instrument delivered in person or duly sent by overnight courier, facsimile
     transmission  or registered or certified  mail,  return receipt  requested,
     postage prepaid,  addressed to such party at the address set forth below or
     such  other  address  as may  hereafter  be  designated  in  writing by the
     addressee to the other parties:

          if to the Company or the  Purchaser,  at the address of such party set
     forth in the Purchase Agreement;

          if  to  any  subsequent  holder  of  Warrants,   Preferred  Shares  or
     Restricted  Stock,  to it at such address as may have been furnished to the
     Company in writing by such holder.

<PAGE>
                                       14

All such notices and communications shall be deemed to have been received in the
case of (a) facsimile transmission,  on the date sent, (b) personal delivery, on
the date of such  delivery,  (c) overnight  courier,  on the first  business day
following  delivery to such courier and (d) mailing,  on the fifth day after the
posting thereof.

          (c) This  Agreement  shall be governed by and  construed in accordance
     with the laws of the State of Delaware.

          (d) This Agreement,  the Purchase  Agreement and the other Transaction
     Documents  (as defined  therein)  constitute  the entire  agreement  of the
     parties with respect to the subject matter hereof and supersede and replace
     all prior agreements and understanding concerning such subject matter. This
     Agreement  may be  amended  or  modified,  or any  provision  hereof may be
     waived,  with the  written  consent  of the  Company  and the  holders of a
     majority of the outstanding shares of Restricted Stock, and not otherwise.

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

          (f) The  obligations  of the Company to register  shares of Restricted
     Stock under Sections 2, 3 or 4 shall terminate on the tenth  anniversary of
     the date of this Agreement.

          (g) If requested in writing by the  underwriters  for an  underwritten
     public  offering of  securities  of the Company,  each holder of Restricted
     Stock who is a party to this Agreement shall agree not to sell publicly any
     shares of Restricted  Stock or any other shares of Common Stock (other than
     shares of Restricted Stock or other shares of Common Stock being registered
     in such offering),  without the consent of such underwriters,  for a period
     of not more than 180 days following the effective date of the  registration
     statement  relating to such offering,  but only if all persons  entitled to
     registration  rights  with  respect  to shares of Common  Stock who are not
     parties to this Agreement, all other persons selling shares of Common Stock
     in such offering,  and all executive  officers and directors of the Company
     shall also have agreed not to sell  publicly  their  Common Stock under the
     circumstances and pursuant to the terms set forth in this subsection.

          (h) The Company  shall not grant to any third  party any  registration
     rights more  favorable  than or  inconsistent  with any of those  contained
     herein,  so long as any of the  registration  rights  under this  Agreement
     remains in effect, without the consent required by subsection (d).

          (i) If any  provision of this  Agreement  shall be held to be illegal,
     invalid or unenforceable,  such illegality,  invalidity or unenforceability
     shall attach only to such  provision  and shall not in any manner affect or
     render  illegal,  invalid  or  unenforceable  any other  provision  of this
     Agreement,  and this Agreement shall be carried out as if any such illegal,
     invalid or unenforceable provision were not contained herein.

<PAGE>
                                     - S-1-


     IN WITNESS WHEREOF, the parties have executed this Agreement the date first
written above.

                                     MEDICAL TECHNOLOGY SYSTEMS, INC.


                                     By ___________________________________
                                        Name:
                                        Title:



                                     EUREKA I, L.P.

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

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


                                     By: ________________________________
                                         Christine C. Jones,
                                         President