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                              EMPLOYMENT AGREEMENT

     This agreement,  effective as of March 2, 2001 (the "Agreement") is made by
and between  MEDICAL  TECHNOLOGY  SYSTEMS,  INC.,  a Delaware  corporation  (the
"Company")  , and MICHAEL P.  CONROY,  a resident  of the State of Florida  (the
"Executive").

                                   BACKGROUND

     The  Company  desires to  continue to obtain the benefit of services by the
Executive,  and the  Executive  desires to  continue  to render  services to the
Company.

     The  Compensation  Committee  of the Board of Directors of the Company (the
"Board") has  determined  that it is in the Company's  best interest and that of
its  stockholders to recognize the substantial  contribution  that the Executive
has made and is expected to make in the future to the Company's  business and to
continue to retain his services in the future.

     Accordingly,  in consideration of the mutual covenants and  representations
contained set forth below, the Company and the Executive agree as follows:


                                      TERMS

1.   Employment

     a.   The Executive  agrees to accept  employment with the Company or one or
          more of the Company's  subsidiary  corporations to render the services
          specified in this  Agreement upon the terms and conditions and for the
          compensation provided in this Agreement.  All compensation paid to the
          Executive by the Company or any  subsidiary  of the  Company,  and all
          benefits and perquisites received by the Executive from the Company or
          any of its subsidiaries, will be aggregated in determining whether the
          Executive  has received  the  compensation  and benefits  provided for
          herein.

     b.   Term.  The term (the "Term") of this contract  shall commence on March
          1, 2001, and shall continue  without  interruption  until February 28,
          2006.

2.   Duties

     a.   General Duties.  The Executive shall serve as Vice President and Chief
          Financial  Officer of the Company and shall continue to serve in those
          positions,  with duties and  responsibilities  that are  customary for
          such executives.

     b.   Full Time Employment.  During the term of this Agreement and excluding
          any periods of vacation, family or sick leave or holidays to which the
          Executive is entitled,  the  Executive  shall devote his full business
          time and energy to the business,  affairs and interests of the Company
          and its subsidiaries,  and matters related thereto,  and shall use his
          reasonable  commercial efforts and ability to promote the interests of
          the  Company  and its  subsidiaries.  The  Executive  will  diligently
          endeavor to promote the business, affairs and interests of the Company
          and  its  subsidiaries  and  perform  services  contemplated  by  this
          Agreement in  accordance  with the policies  established  by the Board
          from time to time.


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                                       2


     c.   Certain Permissible Activities.  The Executive may serve as a director
          or in any other  capacity of any  business  enterprise,  including  an
          enterprise  whose  activities may involve or relate to the business of
          the  Company or any of its  subsidiaries  but only if such  service is
          expressly  approved by the Company in writing.  The  Executive may (i)
          make and manage  personal  business  investments  of his choice,  (ii)
          teach at  educational  institutions  and deliver  lectures,  and (iii)
          serve  in any  capacity  with any  civic,  educational  or  charitable
          organization, or any governmental entity or trade association, in each
          such case without seeking or obtaining approval by the Company so long
          as such activities and service do not materially interfere or conflict
          with the performance of his duties hereunder. It is agreed that to the
          extent  that the  Company  shall  have  approved  any  service  of the
          Executive pursuant to the first sentence of this Section 3(c) prior to
          a Change in Control  Date (as  defined in Section 7 below),  or to the
          extent that the Executive  may have engaged in activities  pursuant to
          the second  sentence  of this  Section  3(c)  prior to such  Change in
          Control Date, the continued  conduct of such activities or the conduct
          of activities  during the thirty-six  months subsequent to such Change
          in  Control  Date shall be  permissible  and not in  violation  of any
          provisions  of this  Agreement  and such  Company  approval may not be
          revoked or  limited  in any  material  respect  during the  thirty-six
          months following such Change in Control Date.

3.   Compensation and Expenses.


     a.   Base Salary.  For the services of the  Executive to be rendered  under
          this  Agreement,  the Company  will pay the  Executive  an annual base
          salary (the "Base Salary") as follows: [4% a year increases]

          (i)  For the year March 1, 2001 through  February 28, 2002, the amount
               of $148,720;

          (ii) For the year March 1, 2002 through  February 28, 2003, the amount
               of $154,668;

          (iii)For the year March 1, 2003 through  February 28, 2004, the amount
               of $160,855;

          (iv) For the year March 1, 2004 through  February 28, 2005, the amount
               of $167,289; and

          (v)  For the year March 1, 2005 through  February 28, 2006, the amount
               of $173,981;

          Provided,   however,   that  such  Base  Salary  shall  be  pro  rated
          accordingly over the time period that the Executive  performs services
          under this  Agreement in any calendar year during which this Agreement
          shall terminate before February 28th of such year.

          The  Executive  shall have the right,  at his  election and subject to
          compliance  with all  applicable  securities  laws  including  without
          limitation   those  laws  governing   insider   trading,   to  receive
          compensation  in the form of the  Company's  restricted  common stock.
          Such stock shall be valued at sixty  percent  (60%) of the closing bid
          price of the  Company's  common  stock  as  quoted  on an  established
          exchange as of the date of Executive's election.  Such election may be
          for all or part of the Executive's  compensation.  At the beginning of
          each quarter,  Executive shall give the Company notice of his election
          to exercise his option to receive  restricted  common stock in lieu of
          cash compensation.

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          The  Company  shall  pay  the  Executive  his  Base  Salary  in  equal
          installments no less than semi-monthly.

          b.   Base  Salary  Adjustment.  The Base  Salary may not be  decreased
               hereunder during the term of this Agreement, but may be increased
               upon review by and within the sole discretion of the Board.

          c.   Bonus.  Executive shall be entitled to receive bonus compensation
               in accordance with Exhibit A. Such bonuses may be paid in cash or
               issued in shares of the  Company's  common stock on such terms as
               recommended  by the  Compensation  Committee  and approved by the
               Board.

          d.   _______  Expenses.  In  addition  to  any  compensation  received
               pursuant  to Section 3, the  Company  will  reimburse  or advance
               funds to the Executive for all reasonable, ordinary and necessary
               travel,  educational,  seminar, trade shows,  entertainment,  and
               miscellaneous   expenses   incurred   in   connection   with  the
               performance of his duties under this Agreement, provided that the
               Executive  properly  accounts for such expenses to the Company in
               accordance with the Company's practices. Such reimbursement shall
               include travel,  lodging and food costs for Executive's immediate
               family to the extent they accompany Executive on business related
               travel.

          e.   _______ Subsidiary and Affiliate Payments.  In recognition of the
               fact  that  in the  course  of  the  performance  of  his  duties
               hereunder the Executive may provide  substantial  benefits to the
               Company's subsidiaries or affiliated companies, the Executive and
               the  Company may at any time and from time to time agree that all
               or any portion of the  compensation  due the Executive under this
               Agreement may be paid directly to the Executive by one or more of
               the Company's subsidiaries or affiliated companies.

4.   Benefits

     a.   Vacation.  For each year during the Term during which the Executive is
          employed,  the Executive  shall be entitled to 15 vacation days (which
          shall  accrue  and vest,  except  set forth  below on each  March 1st)
          without loss of compensation or other benefits to which he is entitled
          under this Agreement.

          If the  Executive is unable to take all of his vacation  days during a
          year for which he  becomes  vested,  then the  Executive,  at his sole
          option,  may elect (a) to carry over any unused  vacation  to the next
          calendar year to be used solely in that next year or (b) to receive an
          appropriate pro rata portion of his Base Salary  corresponding  to the
          year in which the vacation days vested.

          The  Executive  shall take his vacation at such times as the Executive
          may select and the affairs of the  Company or any of its  subsidiaries
          or affiliates may permit.

     b.   Employee  Benefit  Programs.  In addition to the compensation to which
          the Executive is entitled  pursuant to the  provisions of Section 3 of
          this  Agreement,  during the Term,  the Executive  will be entitled to
          participate in any stock option plan, stock purchase plan,  pension or
          retirement  plan,  insurance  or other  employee  benefit plan that is
          maintained  at that time by the Company for its  employees,  including
          programs of life, disability,  basic medical and dental,  supplemental
          medical and dental insurance.


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          Notwithstanding  any provision of this Agreement to the contrary,  the
          Company  shall not be obligated to provide the  Executive  with any of
          the benefits contained in this Section 4 (b) if the Executive, for any
          reason, is or becomes uninsurable with respect to coverage relating to
          any such benefit(s).

     c.   Automobile Allowance.  During the term of this Agreement,  the Company
          shall pay Executive an  additional  $650.00 per month as an automobile
          allowance  to  be  applied  to  any  automobile  expense  incurred  by
          Executive.

     d.   Financial and Tax Planning.  During the term of this Agreement, and as
          additional consideration hereunder,  Executive shall be reimbursed for
          personal financial planning,  tax preparation  services and accounting
          and legal fees related to such  financial  and tax  planning,  up to a
          maximum of $2,000 per year.

5.   Termination.

     a.   Termination  for Cause.  The Company  may  terminate  the  Executive's
          employment  pursuant  to this  Agreement  at any time for  cause  upon
          written notice. Such termination will become effective upon the giving
          of such notice.  Upon any such  termination  for cause,  the Executive
          shall  have no right to  compensation,  bonus or  reimbursement  under
          Section 3 or to participate in any employee  benefit programs or other
          benefits  to which he may be entitled  under  Section 4 for any period
          subsequent to the effective date of termination.  For purposes of this
          Agreement, the term "cause" shall mean:

          (i)  the  Executive's  conviction  of a felony  and all  appeals  with
               respect  thereto  have  been  extinguished  or  abandoned  by the
               Executive;

          (ii) the  Executive's   conviction  of   misappropriating   assets  or
               otherwise  defrauding the Company or any of its  subsidiaries  or
               affiliates;

          (iii)a  material  breach by the  Executive  of any  provision  of this
               Agreement, after thirty (30) days written notice, and thirty days
               to materially cure such breach.

     b.   Death or  Disability.  This  Agreement and the  Company's  obligations
          under this  Agreement  will  terminate upon the death or disability of
          the Executive.  For purposes of this Section 5(b),  "disability" shall
          mean that for a period of six  months in any  twelve-month  period the
          Executive  is  incapable of  substantially  fulfilling  the duties set
          forth in this  Agreement  because  of  physical,  mental or  emotional
          incapacity resulting from injury, sickness or disease as determined by
          an independent  physician  mutually  acceptable to the Company and the
          Executive.  Upon any such  termination  upon death or disability,  the
          Company  will pay the  Executive or his legal  representative,  as the
          case may be, his Base  Salary  (which may  include  any  accrued,  but
          unused  vacation  time) at such time  pursuant to Section 3(a) through
          the date of such  termination  of  employment  (or, if terminated as a
          result  of a  disability,  until the date  upon  which the  disability
          policy  maintained  pursuant to Section 4 (b) (ii)  begins  payment of
          benefits) plus any other  compensation  that may be due and unpaid. In
          the event of death or disability  of the  Executive,  any  obligations
          that the Executive may owe the Company for repayment of loans or other
          amounts shall be forgiven.


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     c.   VoluntaryTermination.  Prior to the termination of this Agreement, the
          Executive may, on sixty days prior written  notice to the Company,  at
          any time  terminate his  employment.  Upon any such  termination,  the
          Company  shall pay the Executive his Base Salary at such time pursuant
          to Section 3(a)  through the date of such  termination  of  employment
          (which  shall  include  any vested and  accrued,  but unused  vacation
          time).

     d.   Additional  Severance Upon Triggering Event. Upon any event, which (a)
          causes a change of control as  defined  in Section  7.a.;  and (b) the
          Executive is  terminated  without  cause (i.e.,  any reason other than
          death,  disability or termination for cause), ([a] and [b] referred to
          as a Triggering  Event),  the following  shall occur  immediately  and
          without further notice or action by Executive:

          (i)  All  of  the  Company's   obligations  under  this  Agreement  to
               Executive shall accelerate and become immediately performable and
               due and payable  except for salary for the balance of the term of
               this  agreement,  which shall  become due and payable only to the
               extent set forth in Section (d)(ii).

          (ii) In addition to any and all other  compensation to Executive under
               this  Agreement,  the Company  shall pay to  Executive  an amount
               equal to 2.99 times the  Executive's  base  salary for the fiscal
               year of the  Company  following  the  fiscal  year in  which  the
               triggering event occurs;

          (iii)At his option,  notwithstanding  the payment of the above  items,
               Executive may terminate his obligations to the Company under this
               Agreement, including any loans payable to the Company; and

          (iv) The  Company  shall  immediately  assign  to  Executive  any life
               insurance  policy insuring  Executive's  life. The Company shall,
               prior to the assignment, satisfy the balance of all premiums owed
               on the assigned  policies  and shall  insure that the  designated
               beneficiary is not changed.

          (v)  If any of the  above  benefits  are  deemed to  violate  Internal
               Revenue Code 280G and related regulations thereunder, as amended,
               then any excess benefits will be paid during the next tax year if
               permitted by applicable law.

6.   Restrictive Covenants.

     a.   Competition  with the  Companies.  The Executive  covenants and agrees
          that,  during  the Term of this  Agreement,  the  Executive  will not,
          without the prior written  consent of Company,  directly or indirectly
          (whether  as  a  sole  proprietor,  partner,  stockholder,   director,
          officer,  employee or in any other  capacity as  principal or agent) ,
          compete with the Company. Notwithstanding this restriction,  Executive
          shall be  entitled  to  invest  in stock  of  other  competing  public
          companies so long as his  ownership is less than 5% of such  company's
          outstanding shares.

     b.   Disclosure of  Confidential  Information.  The Executive  acknowledges
          that  during  his   employment   he  will  gain  and  have  access  to
          confidential  information  regarding the Company and its  subsidiaries
          and  affiliates.  The Executive  acknowledges  that such  confidential
          information  as  acquired  and  used  by  the  Company  or  any of its
          subsidiaries or affiliates constitutes a special,  valuable and unique
          asset in which the Company or any of its  subsidiaries  or affiliates,
          as the case may be, hold a legitimate business interest.  All records,
          files,  materials and  confidential  informant  (the "Trade  Secrets")


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          obtained by the  Executive  in the course of his  employment  with the
          Company shall be hereby deemed  confidential and proprietary and shall
          remain  the   exclusive   property  of  the  Company  or  any  of  its
          subsidiaries  or  affiliates,  as the case may be. The Executive  will
          not,  except in connection  with and as required by his performance of
          his  duties  under  this  Agreement,  for any  reason  use for his own
          benefit or the  benefit  of any person or entity  with which he may be
          associated,   disclose  any  Trade   Secrets  to  any  person,   firm,
          corporation,  association  or other  entity  for any reason or purpose
          whatsoever without the prior written consent of the Board of Directors
          of the Companies, unless such information previously shall have become
          public knowledge through no action by or omission of the Executive.

     c.   Subversion,  Disruption  or  Interference.  At no time during the term
          hereof shall  Executive,  directly or indirectly,  interfere,  induce,
          influence,  combine or conspire with, or attempt to induce, influence,
          combine or conspire  with,  any of the  employees  or sponsors  of, or
          consultants  to, the Company to terminate their  relationship  with or
          compete or ally  against  the  Company or any of its  subsidiaries  or
          affiliates  of the Company in the business in which the Company or any
          one of its subsidiaries or affiliates is presently engaged.

     d.   Enforcement  of  Restrictions.  The  parties  hereby  agree  that  any
          violation by Executive  of the  covenants  contained in this Section 6
          will  cause   irreparable   damage  to  the  Company  or  any  of  its
          subsidiaries  and  affiliates  and may,  as a  matter  of  course,  be
          restrained by process issued out of a court of competent jurisdiction,
          in addition to any other remedies provided by law.

7.   Change of Control.

     a.   For the  purposes of this  Agreement,  a "Change of Control"  shall be
          deemed  to have  taken  place  if any  person,  other  than  the  JADE
          Partnership or the Siegel Family Revocable Trust,  including a "group"
          as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
          as amended,  becomes the owner or  beneficial  owner of the  Company's
          securities,  after the date of this Agreement, having more than 50% of
          the combined  voting power of the then  outstanding  securities of the
          Company  that may be cast for the election of directors of the Company
          (other  than as a result of an  issuance  of  securities  specifically
          approved by the Company and specifically  excluded from the provisions
          of this Section 7 by subsequent  written  agreement of the Executive);
          provided,  however,  that a Change of  Control  shall not be deemed to
          have  occurred if the person who becomes the owner of more than 50% of
          the  combined  voting  power of the  Company  is Todd E.  Siegel or an
          entity (or entities) controlled by Todd E. Siegel.

     b.   The Company and Executive agree that, if Executive is in the employ of
          the  Company  on the date on which a Change  of  Control  occurs  (the
          "Change of Control  Date") , the Company  will  continue to employ the
          Executive and the  Executive  will remain in the employ of the Company
          for the period  commencing on the Change of Control Date and ending on
          the  expiration of the Term,  to exercise  such  authority and perform
          such executive  duties as are  commensurate  with the authority  being
          exercised  and duties  being  performed by the  Executive  immediately
          prior to the Change of Control Date. If after a Change of Control, the
          Executive  is  requested,  and, in his sole and  absolute  discretion,
          consents to change his principal business location outside of Pinellas
          or  Hillsborough  Counties,  Florida,  the Company will  reimburse the
          Executive for his relocation  expenses,  including without limitation,


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          moving expenses, temporary living and travel expenses for a time while
          arranging  to move his  residence  to the  changed  location,  closing
          costs, if any,  associated with the sale of his existing residence and
          the purchase of a replacement residence at the changed location,  plus
          an additional  amount  representing a gross-up of any state or federal
          taxes payable by Executive as a result of any such reimbursements.  If
          the Executive shall not consent to change his business  location,  the
          Executive  may continue to provide the services  required of him under
          this  Agreement  in Pinellas  County,  Florida  and the Company  shall
          continue  to  maintain an office for the  Executive  at that  location
          similar to the Company's office prior to the Change of Control Date.

     c.   During  the  remaining  Term after the  Change of  Control  Date,  the
          Company  will (i)  continue  to  honor  the  terms of this  Agreement,
          including  as to Base  Salary  and  other  compensation  set  forth in
          Section 3, and (ii) continue employee benefits as set forth in Section
          4 at levels in effect on the  Change of Control  Date (but  subject to
          such  reductions  as  may  be  required  to  maintain  such  plans  in
          compliance with applicable federal law regulating employee benefits).

     d.   If during the  remaining  Term on or after the Change of Control  Date
          (i) the Executive's employment is terminated by the Company other than
          for cause (as defined in Section 5), or (ii) there shall have occurred
          a material reduction in Executive's compensation or employment related
          benefits,  or  a  material  change  in  Executive's  status,   working
          conditions or management responsibilities, or a material change in the
          business  objectives  or policies  of the  Company  and the  Executive
          voluntarily  terminates  employment  within  sixty  days  of any  such
          occurrence, or the last in a series of occurrences, then the Executive
          shall  be  entitled  to  receive,   subject  to  the   provisions   of
          subparagraphs  (e) and (f) below, a lump-sum  payment equal to 299% of
          Executive's  current Base Salary in addition to any other compensation
          that may be due and owing to the Executive under Section 3.

     e.   The  amounts  payable to the  Executive  under any other  compensation
          arrangement  maintained  by the Company  which became  payable,  after
          payment of the lump-sum  provided for in paragraph  (d),  upon or as a
          result of the exercise by Executive of rights which are  contingent on
          a Change of Control (and would be  considered  a  "parachute  payment"
          under Internal Revenue Code 280G and regulations thereunder), shall be
          reduced to the extent  necessary so that such  amounts,  when added to
          such lump-sum,  do not exceed 299% of the Executive's  Base Salary (as
          computed in accordance with provisions of the Internal Revenue Code of
          1986,  as amended  and any  regulations  promulgated  thereunder)  for
          determining  whether the  Executive  has received an excess  parachute
          payment. Any such excess amount shall be deferred and paid in the next
          tax year.

          f. In the event of a proposed  Change in  Control,  the  Company  will
          allow  the  Executive  to  participate  in all  meetings  and  related
          negotiations related.

8.   Assignability.  The  rights  and  obligations  of the  Company  under  this
     Agreement  shall inure to the benefit of and be binding upon the successors
     and assigns of the Company,  provided  that such  successor or assign shall
     acquire all or substantially all of the assets and business of the Company.
     The  Executive's  rights and  obligations  under this  Agreement may not be
     assigned or  alienated  and any attempt to do so by the  Executive  will be
     void and constitute a material breach hereunder.


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                                       8


9.   Indemnification.  The  Company  and  the  Executive  acknowledge  that  the
     Executive's  service as an officer of the Company  exposes the Executive to
     risks  of  personal   liability   arising  from,  and  pertaining  to,  the
     Executive's  participation  in the  management of the Company.  The Company
     shall defend,  indemnify  and hold  harmless the Executive  from any actual
     cost, loss,  damages,  attorneys fees, or liability suffered or incurred by
     the Executive  arising out of, or connected to, the Executive's  service as
     an  officer  of  the  Company  or any of its  current,  former,  or  future
     subsidiaries  to the fullest  extent  allowed by law.  The Company will not
     have any  obligation  to the  Executive  under  this  section  for any loss
     suffered if the Executive voluntarily pays, settles, compromises, confesses
     judgment for, or admits  liability  with respect to without the approval of
     the Company.  Within thirty days after the Executive receives notice of any
     claim or action which may give rise to the application of this section, the
     Executive  shall notify the Company in writing of the claim or action.  The
     Executive's  failure to timely  notify  the  Company of the claim or action
     will relieve the Company from any  obligation to the  Executive  under this
     section.

10.  Severability.  If any provision of this Agreement otherwise is deemed to be
     invalid  or  unenforceable  or is  prohibited  by the laws of the  state or
     jurisdiction  where  it  is  to  be  performed,  this  Agreement  shall  be
     considered  divisible  as to such  provision  and such  provision  shall be
     inoperative  in such  state or  jurisdiction  and  shall not be part of the
     consideration moving from either of the parties to the other. The remaining
     provisions of this Agreement  shall be valid and binding and of like effect
     as though such provision were not included.

11.  Prior  Employment  Agreements.  The  Executive  represents  that he has not
     executed  any  agreement  with  any  previous   Company  which  may  impose
     restrictions on his employment with the Company.

12.  Notice. Notices given pursuant to the provisions of this Agreement shall be
     sent by  certified  mail,  postage  prepaid,  or by overnight  courier,  or
     telecopier to the following addresses:

                  If to the Company:

                           Medical Technology Systems, Inc.
                           12920-M Automobile Blvd.
                           Clearwater, FL 34622

                  If to the Executive:

                           Michael P. Conroy
                           20 Stanton Circle
                           Oldsmar, FL  34677

     Either party may,  from time to time,  designate any other address to which
     any such notice to it or him shall be sent. Any such notice shall be deemed
     to have been  delivered  upon the  earlier  of actual  receipt or four days
     after deposit in the mail, if by certified mail.

13.  Miscellaneous

     a.   Governing Law. This  Agreement  shall be governed by and construed and
          enforced in accordance  with the laws Florida without giving effect to
          the conflict of laws rules thereof.

     b.   Waiver/Amendment.  The  waiver  by any  party to this  Agreement  of a
          breach  of any  provision  hereof  by any  other  party  shall  not be
          construed  as a waiver  of any  subsequent  breach  by any  party.  No
          provision of this Agreement may be terminated,  amended, supplemented,
          waived or modified  other than by an instrument  in writing  signed by
          the party against whom the enforcement of the termination,  amendment,
          supplement, waiver or modification is sought.

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                                       9



     c.   Attorney's  Fees.  In the event any action is commenced to enforce any
          provision of this agreement, the prevailing party shall be entitled to
          reasonable attorneys fees, costs and expenses.

     d.   Entire Agreement.  This Agreement,  and the attached Exhibits A and B,
          comprise the entire  agreement  between the Executive and the Company.
          This  Agreement  supersedes all prior  agreements  and  understandings
          between the parties with respect to the subject  matter hereof and may
          not be modified or terminated orally. No modification, termination, or
          attempted  waiver  shall  be  valid  unless  it is in  writing  and is
          executed by each of the parties.

     e.   Counterparts.  This Agreement may be executed in counterparts,  all of
          which shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Company and the Executive have executed this
9Agreement as of the day and year first above written.


WITNESSES:                                                    EXECUTIVE


---------------------------------         --------------------------------------
                                          MICHAEL P. CONROY
Print Name: ____________________


-----------------------------------

Print Name: _________________________


                                          COMPANY

                                          MEDICAL TECHNOLOGY SYSTEMS, INC.,
___________________________________       a Delaware corporation

Print Name: _______________________     By: ___________________________________

___________________________________     Print Name: ___________________________

Print Name: _________________________   As: ___________________________________



<PAGE>
                                       10


                                    EXHIBIT A

                                  BONUS PROGRAM


Executive shall be entitled to receive a quarterly  performance  bonus equal to:
2% of the Company's net income after taxes.  Such bonuses may be paid in cash or
issued in shares of the Company's  common stock  subject to compliance  with all
applicable  securities laws including  without  limitation  those laws governing
insider  trading.  Such  stock  shall be  valued at sixty  percent  (60%) of the
closing  bid price of the  Company's  common  stock as quoted on an  established
exchange  as of the  date of  Executive's  election.  For the  purposes  of this
Agreement,  "net income  after  income  taxes"  shall mean with  respect to each
fiscal quarter of the Company, the sum of the net income after income taxes, but
without  taking  into  account  any  unusual,   non-recurring  gains  or  losses
recognized during such quarter;  and any amount of the performance bonus payable
under this Bonus Program for such fiscal  quarter,  which has been accrued as an
expense and  included in the  Company's  payroll and related  expenses  for such
fiscal  quarter in  arriving  at the amount of the  Company's  net income  after
income taxes. For purposes of this Agreement,  net income after income taxes for
any  quarter  shall be as  reported  on a  consolidated  basis in the  Company's
quarterly  reports filed with the  Securities  and Exchange  Commission for such
fiscal quarter.