GUARANTY AGREEMENT

     GUARANTY,  dated June 26, 2002, by the direct or indirect  subsidiaries  of
Medical  Technology  Systems,  Inc (the  "Company")  which  have  executed  this
Agreement (together,  the "Guarantors"),  in favor of Eureka I, L.P., a Delaware
limited  partnership with an address at 770 Township Line,  Suite 150,  Yardley,
Pennsylvania  19067, as Collateral Agent under the Purchase  Agreement  (defined
below) (in such capacity  together with its  successors  in such  capacity,  the
"Collateral Agent").

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

     WHEREAS,  the  Guarantors  are interested in the welfare of the Company and
are directly benefited by the Investor purchasing the Notes. The Investor,  as a
condition to its  agreement  to purchase  the Notes from the  Company,  and as a
material  inducement  thereto,  has required  that the  Guarantors  execute this
Agreement for the purposes hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the  purchase of the Notes from the
Company and intending to be legally bound hereby, the Guarantors hereby agree as
follows:

     Section 1. The Guaranteed  Obligations.  (a) The Guarantors  hereby jointly
and severally, irrevocably, unconditionally, and absolutely become Guarantors to
the Collateral Agent and the Noteholders,  and their  successors,  endorsees and
assigns,  for the prompt  payment  of or other  satisfaction  of all  Guaranteed
Obligations.  The term "Guaranteed  Obligations" shall mean the indebtedness and
liabilities of the Company to the Collateral Agent and/or the Noteholders  under
this Agreement, the Notes, the Purchase Agreement and the Security Documents (as
defined in the Purchase Agreement)  including but not limited to all obligations
to perform  acts or refrain  from taking any action and any  obligations  of the
Company  owing to the  Collateral  Agent and/or the  Noteholders.  This Guaranty
shall terminate upon payment in full of the Notes.

          (b) This  Agreement is an agreement  of guaranty  and  constitutes  an
     absolute and  unconditional  undertaking by the Guarantors  with respect to
     the payment and  performance of the Guaranteed  Obligations by the Company.
     The  liability  of the  Guarantors  hereunder  shall be  direct  and may be
     enforced without the Collateral Agent and/or the Noteholders being required
     to resort to any other right, remedy or security,  and this Agreement shall
     be enforceable against any of the Guarantors and the Guarantors' successors
     and  assigns,  without the  necessity of any notice of  acceptance  of this
     Agreement or of the Collateral Agent's and/or the Noteholders' intention to
     act in reliance hereon, or of any loan to or other transaction  between the
     Collateral Agent and/or the Noteholders and the Company,  or of any default
     by the Company, all of which the Guarantors hereby expressly waive.

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                                       2

          Section 2. Intercreditor Agreement. The guaranties granted hereby, the
     exercise  by  the  Collateral  Agent  of  any of  its  rights  or  remedies
     hereunder,  and the covenants of the Guarantors  contained  herein (in each
     case  whether  or not so  expressed)  are  subject in all  respects  to the
     Intercreditor   Agreement   (as  such  term  is  defined  in  the  Purchase
     Agreement).

          Section 3. Further Undertakings. (a) The Guarantors:

               (1) agree that the validity of this Agreement  shall in no way be
          terminated,  affected or impaired  by reason of the  assertion  of the
          Collateral  Agent's and/or any Noteholder's  failure to assert against
          the  Company,  any of the  Guarantors,  or any other party liable with
          respect to any of the  Guaranteed  Obligations,  any of the Collateral
          Agent's or any  Noteholder's  rights or remedies under any Transaction
          Documents or any other  document or instrument  evidencing or relating
          to any of the  Guaranteed  Obligations  or otherwise  available to the
          Collateral Agent or any Noteholder at law or in equity;

               (2) waive any right which the  Guarantors  might  otherwise  have
          under any  statute,  rule of law or  practice or custom to require the
          Collateral Agent and/or the Noteholders to take any action against the
          Company  or  any  other  party  liable  with  respect  to  any  of the
          Guaranteed Obligations,  or to proceed against or exhaust any security
          held by the Collateral Agent and/or the Noteholders  before proceeding
          against the Guarantors;

               (3) waive any  notice of (A) any  presentment,  demand,  protest,
          notice of protest  or of  dishonor,  notices of default  and all other
          notices with respect to any of the Guaranteed Obligations, and (B) the
          commencement or prosecution of any enforcement  proceeding,  including
          any  proceeding  in any court,  against the Company or any other party
          liable with respect to any of the Guaranteed Obligations; and

               (4)  agree  that  any  failure  by the  Collateral  Agent  or any
          Noteholder to exercise any right hereunder shall not be construed as a
          waiver of the  right to  exercise  the same or any other  right at any
          other time and from time to time thereafter.

          (b) Until all of the Guaranteed  Obligations are completely  fulfilled
     to the  satisfaction of the Collateral Agent or any Noteholder and each and
     every one of the terms,  covenants,  and  conditions of this  Agreement are
     fully performed, the liability of the Guarantors under this Agreement shall
     not be released, discharged or in any way impaired by:

               (1)  any  amendment  or  modification  of  or  supplement  to  or
          extension or renewal of the Notes, the Purchase  Agreement,  any other
          Transaction  Documents or any other document or instrument  evidencing
          or relating to any of the  Guaranteed  Obligations  and any agreements
          made or to be made between the Collateral Agent and/or the Noteholders
          and the Company or between the Collateral Agent and/or the Noteholders
          and any other  party  liable  with  respect  to any of the  Guaranteed
          Obligations;

               (2) any exercise or non-exercise  by the Collateral  Agent or any
          Noteholder  of any right,  power,  remedy or  privilege  under or with
          respect to any of the  Transaction  Documents or any other document or
          instrument evidencing or relating to any of the Guaranteed Obligations
          or  this  Agreement,  or  any  waiver,  consent  or  approval  by  the

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                                       3

          Collateral  Agent  with  respect  to  any  of  the  covenants,  terms,
          conditions or agreements contained in any Transaction Documents or any
          other  document  or  instrument  evidencing  or relating to any of the
          Guaranteed  Obligation or any indulgence,  forbearance or extension of
          time for performance or observance allowed to the Company from time to
          time and for any length of time;

               (3)  any  bankruptcy,  insolvency,  reorganization,  arrangement,
          readjustment,  composition, liquidation or similar proceeding relating
          to the  Company or any other party  liable with  respect to any of the
          Guaranteed Obligations; or

               (4) any act or  circumstances  which might, but for the terms and
          provisions of this Section,  be deemed a legal or equitable  discharge
          of the Guarantors.

          (c) The  Guarantors  hereby  waive and  surrender  any defenses to the
     Guarantors'  liability  hereunder  based  upon any of the  foregoing  acts,
     omissions,   agreements,   or  waivers  by  the  Collateral  Agent  or  any
     Noteholder,  it being the  purpose  and intent of this  Agreement  that the
     obligations of the Guarantors hereunder are absolute and unconditional.

          (d) At the direction of the Required Noteholders, the Collateral Agent
     may, without affecting the liability of the Guarantors hereunder:

               (1) exchange or surrender any property  pledged by the Company or
          any  other  party  liable  with  respect  to  any  of  the  Guaranteed
          Obligations,   or  accept  additional   security  for  the  Guaranteed
          Obligations;

               (2)  renew  and  change  the  terms  of  any  of  the  Guaranteed
          Obligations or any of the Company's other liabilities;

               (3) waive any rights or remedies against the Company or any other
          party liable with respect to any of the Guaranteed  Obligations or any
          of the Company's other liabilities; and

               (4)  release,  substitute  or add any one or more  Guarantors  or
          guarantors.

          (e) No  enforcement of rights and remedies under this Agreement or any
     of the Transaction  Documents shall  constitute an irrevocable  election of
     remedies by the Collateral Agent or any  Noteholders.  The Collateral Agent
     and/or the  Noteholders  shall not be  obligated  to  marshall  assets as a
     condition to enforcing the Guarantors'  liability hereunder.  The liability
     of the  Guarantors  hereunder  shall be in  addition  to that stated in any
     other guaranty agreement,  if any, heretofore or hereafter delivered to the
     Collateral Agent or any Noteholder.

     Section  4.  Guarantors'  Liability  Not  Affected.   (a)  The  Guarantors'
liability  under  this  Agreement  shall not be  affected  by any  defect in the
validity,  regularity,  enforceability  or legality of (1) any of the Guaranteed
Obligations,  (2) any collateral securing the Guaranteed Obligations, or (3) any
term of any of the  Transaction  Documents or any other  document or  instrument
evidencing or relating to any of the Guaranteed  Obligations.  In the event that
for any  reason  one or more  of the  provisions  of  this  Agreement  or  their
application to any person or circumstance  shall be held to be invalid,  illegal
or  unenforceable  in  any  respect  or to any  extent,  such  provisions  shall


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                                       4

nevertheless  remain valid,  legal and  enforceable in all other respects and to
such  extent  as  may  be  permissible,  and  such  invalidity,  illegality,  or
unenforceability shall not affect any other provision hereof. Any failure by the
Collateral  Agent to exercise  any right  hereunder  shall not be construed as a
waiver of the right to  exercise  the same or any other  right at any other time
and from time to time.

          (b) No  exercise  or  non-exercise  by  the  Collateral  Agent  or any
     Noteholder  of any rights  given the  Collateral  Agent or the  Noteholders
     under  the  Transaction  Documents  or any  other  document  or  instrument
     evidencing or relating to any of the Guaranteed Obligations,  no dealing by
     the Collateral Agent or any Noteholder with the Company, the Guarantors, or
     any other party,  and no change,  impairment,  release or suspension of any
     right or remedy  of the  Collateral  Agent or any  Noteholder  against  any
     person  or  entity,  including  the  Company  and any other  Guarantors  or
     guarantor, shall in any way affect any of the obligations of the Guarantors
     hereunder or any security furnished by the Guarantors,  give the Guarantors
     any recourse or offset against the Collateral  Agent and/or the Noteholders
     or be  construed as a waiver of the right to exercise the same or any other
     right at any time and from time to time thereafter.

          (c) This Agreement and the  Guarantors'  obligations  hereunder  shall
     continue to be  effective or be  reinstated,  as the case may be, if at any
     time  payment of any of the  Guaranteed  Obligations  is  rescinded or must
     otherwise  be  restored  or returned  by the  Collateral  Agent  and/or the
     Noteholders, all as though such payment had not been made. At the direction
     of  the   Required   Noteholders,   the   Collateral   Agent's  good  faith
     determination as to whether a payment must be restored or returned shall be
     binding on the Guarantors.

     Section 5. Waiver of Subrogation  and Other Rights.  Until such time as the
Guaranteed Obligations have been paid in full, the Guarantors hereby irrevocably
waive any and all rights they may have at any time (whether  arising directly or
indirectly,  by  operation of law or contract) to assert any claim on account of
this Agreement against the Company or any other party liable with respect to any
of the Guaranteed Obligations, including, without limitation, any and all rights
of subrogation, reimbursement, exoneration, contribution and indemnity.

     Section 6. Default and Remedies.  (a) If an Event of Default (as defined in
the Purchase  Agreement) shall occur,  subject to the terms of the Intercreditor
Agreement,  the  Guarantors  shall  pay,  comply  with and  perform  such of the
Guaranteed  Obligations as the  Collateral  Agent and/or the  Noteholders  shall
direct,  whether or not the  Guaranteed  Obligations  directed by the Collateral
Agent to be paid,  complied with or performed by the  Guarantors are those which
gave rise to the Event of Default.  If an Event of Default  shall occur,  at the
direction of the Required  Noteholders,  the Collateral  Agent without any prior
demand or proceeding  against the Company,  (1) may  forthwith  recover from the
Guarantors  the  full  amount  of the  Guaranteed  Obligations,  and (2) (at the
direction of the Required  Noteholders) may sell all or any part of any property
held as security  hereunder  on any exchange or at public or private sale at its
option at any time with five  Business  Days notice to each  Guarantor  and with
such advertisement as is required by applicable  statute,  with the right on the
part of the Collateral  Agent or its nominee to become the purchaser  thereof at
any  public  sale  (unless  prohibited  by  statute),  free  from any  equity of
redemption and from all other claims.

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                                       5

          (b) If the Guarantors  default in the  performance of its  obligations
     hereunder,  the  Guarantors  shall,  in addition  to all other  liabilities
     hereunder,  be liable to the Collateral  Agent and the  Noteholders for all
     costs and expenses,  including reasonable attorneys' fees actually incurred
     and court costs,  incurred by the  Collateral  Agent or any  Noteholder  in
     enforcing this Agreement,  and any judgment  entered against the Guarantors
     pursuant to this Agreement shall bear interest after judgment until paid at
     the  rate or rates  of  interest  specified  in the  Notes,  and not at the
     statutory  rate of  interest,  and  interest at such rate or rates shall be
     collectible as part of any judgment hereunder.

     Section 7. Cumulative  Remedies.  Subject to the terms of the Intercreditor
Agreement,  the  rights,  powers and  remedies of the  Collateral  Agent and the
Noteholders hereunder and under any other agreement now or at any time hereafter
in force between the Collateral Agent or any Noteholder and the Guarantors shall
be cumulative and not alternative and shall be in addition to all rights, powers
and remedies given to the Collateral  Agent and the Noteholders by law. Each and
every default in the performance of this Agreement shall give rise to a separate
cause of action,  and separate suits may be brought as each such cause of action
arises and matures.

     Section 8.  Jurisdiction,  Service of Process and Waiver of Jury Trial. The
Guarantors hereby unconditionally and irrevocably (a) submit to the jurisdiction
of the courts of the  Commonwealth of Pennsylvania  and the courts of the United
States sitting in Pennsylvania in connection with any action, suit or proceeding
under or relating to, or to enforce any of the  provisions  of, this  Agreement,
(b) waive, to the extent permitted by law, any right to obtain a change in venue
from  any such  court in any such  action,  suit or  proceeding,  and (c)  waive
personal  service of process in any such action,  suit or proceeding  and agrees
that process may be served by certified mail, return receipt requested,  postage
prepaid to the Guarantors'  address set forth following their signatures to this
Agreement.   The  Guarantors  irrevocably  agree  that  service  of  process  in
accordance  with the  preceding  sentence  shall  be  deemed  in  every  respect
effective  and valid  personal  service  of  process  upon the  Guarantors.  The
provisions of this Section shall not limit or otherwise  affect the right of the
Collateral  Agent or any  Noteholder  to institute  and conduct an action in any
other appropriate manner,  jurisdiction or court. The Guarantors, the Collateral
Agent and the  Noteholders  waive  any  right to trial by jury in any  action or
proceeding  arising out of this  Agreement.  Section 9. Set-Off.  The Collateral
Agent and the Noteholders  shall have a lien upon and a security interest in and
a right of set-off  against all  property of the  Guarantors  now or at any time
hereafter in the possession of or under the control of the  Collateral  Agent or
any Noteholder in any capacity whatsoever,  as security for this Agreement. Each
such lien,  security  interest and right of set-off may be enforced or exercised
without  demand or notice to the  Guarantors,  shall  continue in full force and
effect  unless  specifically  waived  or  released  by the  Collateral  Agent in
writing,  and shall not be deemed waived by any conduct of the Collateral Agent,
by any failure of the Collateral  Agent to exercise any such right of set-off or
to enforce any such lien or  security  interest or by any neglect or delay in so
doing.

     Section 10.  Representations and Warranties.  The Guarantors  represent and
warrant to the Investor that:

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                                       6

          (a) The Guarantors are corporations  duly organized,  validly existing
     and have active  status  under the laws of Florida and each has full power,
     authority and legal right to execute and deliver,  and to comply with,  the
     provisions of, this Agreement.

          (b) This Agreement has been duly authorized, executed and delivered by
     the  Guarantors,  and such execution and delivery will not conflict with or
     result  in a breach  of or  constitute  a default  under  the  articles  of
     incorporation  or bylaws or any  instrument to which the  Guarantors  are a
     party or by which the Guarantors or the  Guarantors'  property is bound, or
     violate any  applicable  provision  of law or any  judgment,  order,  writ,
     injunction,  decree, rule or regulation of any court, administrative agency
     or other governmental agency or authority,  and this Agreement  constitutes
     the valid and binding  obligation of the  Guarantors  and is enforceable in
     accordance with its terms.

     Section 11. Notices. All notices required to be given to any of the parties
hereunder  shall be in writing and shall be given in the manner  provided in the
Purchase  Agreement,  addressed to such party at its address as set forth in the
caption to this  Agreement.  Any notice of any change in such address shall also
be given in the  manner  set  forth  above.  Whenever  the  giving  of notice is
required,  the  giving of such  notice  may be waived  in  writing  by the party
entitled to receive such notice.

     Section 12.  Miscellaneous.  (a) All understandings,  representations,  and
agreements  heretofore made or exchanged between the Guarantors and the Investor
with respect to the subject matter hereof are merged into this Agreement and any
other  Transaction  Documents to which the Guarantors are a party,  which alone,
fully, completely,  and integrally,  express the understanding of the Guarantors
and the Investor concerning the subject matter hereof.

          (b) No  modification  of this Agreement  shall be effective  unless in
     writing and (at the  direction  of the Required  Noteholders)  signed by an
     authorized officer of the Collateral Agent.

          (c) This  Agreement  shall be binding  upon the  Guarantors  and their
     respective  successors  and assigns,  and shall inure to the benefit of the
     Collateral  Agent,  the  Noteholders  and  their  successors  and  assigns,
     including,  but not limited to, any assignee to which any Noteholder  shall
     assign the Notes.

          (d) This Agreement may be signed in counterparts.

          (e) This Agreement  shall be construed in accordance with and governed
     in all respects by the laws of the Commonwealth of Pennsylvania.


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                                       7

     IN WITNESS  WHEREOF,  the Guarantors  have duly executed this Agreement the
day and year first above written.


MTS PACKAGING SYSTEMS, INC.

By:  ____________________________________
Name/Title: _____________________________
Address:  _______________________________


MEDICATION MANAGEMENT                       CLEARWATER MEDICAL SERVICES,
TECHNOLOGIES, INC.                          INC.

By:  ______________________________         By:  ______________________________
Name/Title:  ______________________         Name/Title:  ______________________
Address:     ______________________         Address:  _________________________
             ______________________                   _________________________


MEDICAl TECHNOLOGY                          MEDICATION MANAGEMENT
LABORATORIES, INC.                          SYSTEMS, INC.

By:  ______________________________         By:  ______________________________
Name/Title:  ______________________         Name/Title:  ______________________
Address:     ______________________         Address:  _________________________
             ______________________                   _________________________


SYSTEMS PROFESSIONALS, INC.                CART-WARE, INC.

By:  ______________________________         By:  ______________________________
Name/Title:  ______________________         Name/Title:  ______________________
Address:     ______________________         Address:  _________________________
             ______________________                   _________________________


VANGARD PHARMACEUTICAL                     LIFESERV TECHNOLOGIES, INC.
PACKAGING, INC.

By:  ______________________________         By:  ______________________________
Name/Title:  ______________________         Name/Title:  ______________________
Address:     ______________________         Address:  _________________________
             ______________________                   _________________________


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                                       8


PERFORMANCE PHARMACY                       MTS SALES & MARKETING, INC.
SYSTEMS, INC.

By:  ______________________________         By:  ______________________________
Name/Title:  ______________________         Name/Title:  ______________________
Address:     ______________________         Address:  _________________________
             ______________________                   _________________________