<PAGE>
                                       1


                SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

                           LOAN AND SECURITY AGREEMENT


     This SECOND  AMENDMENT  TO SECOND  AMENDED AND  RESTATED  LOAN AND SECURITY
AGREEMENT  (this  "Amendment"),  dated as of July 6, 2000,  by and among MEDICAL
TECHNOLOGY  SYSTEMS,   INC.,  a  Delaware  corporation  ("MTS"),  the  following
subsidiaries of MTS:  CLEARWATER MEDICAL SERVICES,  INC., a Florida  corporation
("Clearwater  Medical"),  MEDICAL  TECHNOLOGY  LABORATORIES,   INC.,  a  Florida
corporation ("MTS Labs"),  MTS PACKAGING  SYSTEMS,  INC., a Florida  corporation
("MTS Packaging"),  PERFORMANCE  PHARMACY SYSTEMS,  INC., a Florida  corporation
("Performance  Pharmacy"),  VANGARD LABS, INC., a Kentucky corporation ("Vangard
Labs"),  and  VANGARD  PHARMACEUTICAL  PACKAGING,  INC.,  a Florida  corporation
("Vangard    Pharmaceutical"),    CART-WARE,   INC.,   a   Florida   corporation
("Cart-Ware"),  MEDICATION  MANAGEMENT  SYSTEMS,  INC.,  a  Florida  corporation
("MMS"),  MEDICATION  MANAGEMENT  TECHNOLOGIES,   INC.,  a  Florida  corporation
("MMT"),  MTS SALES & MARKETING,  INC.,  a Florida  corporation  ("MTS  Sales"),
SYSTEMS  PROFESSIONALS,  INC., a Florida corporation ("Systems  Professionals"),
and   LIFESERV   TECHNOLOGIES,   INC.,   a  Florida   corporation   ("LifeServ")
(collectively  referred to herein as the "MTS  Subsidiaries"  and, together with
MTS, as the  "Borrowers"),  TODD E. SIEGEL  ("Siegel" or the  "Guarantor"),  and
SOUTHTRUST BANK,  formerly  "SouthTrust Bank of Alabama,  National  Association"
(the "Lender" or "SouthTrust"):

                                R E C I T A L S:

     WHEREAS, the parties hereto, other than LifeServ,  have heretofore executed
and  delivered  that  certain  Second  Amended and  Restated  Loan and  Security
Agreement,  dated as of September 5, 1996 (as amended by the Amendment to Second
Amended and Restated Loan and Security  Agreement (the "First  Amendment") among
the parties  hereto dated as of April 16, 1998, the "Loan  Agreement"),  and the
various security documents and instruments  described therein (together with the
Plan Notes, as defined in the Loan Agreement, the "Loan Documents"); and

     WHEREAS,  pursuant to the First  Amendment,  among other  things,  LifeServ
assumed joint and several  liability for all of the  Obligations  under the Plan
Notes  and  the  other  Loan  Documents  and  granted   security   interests  in
substantially all of its assets to SouthTrust as security for the Obligations;

     WHEREAS,  with the consent of SouthTrust all of the assets of LifeServ were
sold on and as of May 25, 1999; and

     WHEREAS,  certain  defaults have occurred  under the Loan Agreement and the
Borrowers and Siegel requested that SouthTrust (i) waive the occurrence of these
defaults  and,  (ii)  agree  to amend  further  the Loan  Agreement  in  certain
respects,  and  SouthTrust  agreed  to do so  pursuant  to and on the  terms and
conditions  set forth in a letter  agreement  among the  Borrowers,  Siegel  and
SouthTrust dated July 15, 1999 (the "Letter Agreement"); and

<PAGE>
                                       2

     WHEREAS,  prior to the execution and delivery of the amendment contemplated
by the Letter  Agreement,  MTS Labs sold  certain  of its assets  (the "MTS Labs
Sale"), with the consent of SouthTrust, in which consent SouthTrust reserved all
of its rights and remedies arising from any and all defaults then existing under
the Loan Agreement; and

     WHEREAS, subsequent to the consummation of the MTS Labs Sale, the Borrowers
and Siegel  have  requested  that  SouthTrust  agree to amend  further  the Loan
Agreement  to,  among other  things,  modify the  requirement  for the  periodic
payment of a portion of the  Borrowers'  excess  cash flow,  and  SouthTrust  is
willing  to do so,  but  only on the  terms  and  conditions  set  forth in this
Amendment; and

     WHEREAS,  the  parties  hereto  desire to amend the Loan  Agreement  in the
manner set forth herein;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, agree as follows:

     1. Definitions.  (a) Except as otherwise defined herein,  capitalized terms
used in this  -----------  Amendment  shall have the  meanings  ascribed to such
terms in the Loan Agreement.

          (b) The Loan Agreement is hereby amended,  effective on and as of July
     1, 1999, by adding the following definition to Section 1.1 thereof:

               ""Consolidated  Net Income From Continuing  Operations" means net
               income, determined in accordance with GAAP, of the Borrowers from
               all operations other than those which have been discontinued,  as
               that  term is  used  under  GAAP,  determined  on a  Consolidated
               basis."

          (c) The Loan Agreement is hereby  amended,  effective on and as of the
     date hereof, by adding the following definition, to Section 1.1 thereof:

               ""Second  Amendment" means the Second Amendment to Second Amended
               and  Restated  Loan and Security  Agreement,  dated as of July 6,
               2000, among each of the Borrowers, Siegel and SouthTrust."

               ""True  Excess Cash Flow" means,  for each fiscal  quarter of the
               Borrowers, Consolidated Excess Cash Flow for such quarter,

               (i)  minus the sum of the  following:  any  increase  in Accounts
                    Receivable,  any increase in Inventory,  and any decrease in
                    Accounts Payable,  in each case as compared to the preceding
                    quarter;

<PAGE>
                                       3



               (ii) plus the sum of the  following:  any  decrease  in  Accounts
                    Receivable,  any decrease in Inventory,  and any increase in
                    Accounts Payable,  in each case as compared to the preceding
                    quarter."

          (d)  Section  1.1 of the Loan  Agreement  is hereby  amended  further,
     effective on and as of July 1, 1999, by amending the following  definitions
     contained therein to read, in their entirety, as follows:

               ""Consolidated  Excess Cash Flow" means,  for each fiscal quarter
               of  the  Borrowers,   Consolidated  Net  Income  From  Continuing
               Operations,  after taxes,  minus  principal  payments and capital
               expenditures  which are expressly  permitted under Section 6.2(L)
               of  the  Loan   Agreement,   plus,  to  the  extent  deducted  in
               determining   such   Consolidated   Net  Income  From  Continuing
               Operations,  (i)  amortization  of  intangible  assets  and  (ii)
               depreciation and depletion, all as shown by the income statements
               of the  Borrowers  for the relevant  time period,  calculated  in
               accordance with GAAP."

               ""Fixed Charge  Coverage" means the quotient which is obtained by
               dividing  (i)  the  sum  of  the  Consolidated  Net  Income  From
               Continuing  Operations  (after  provision  for  federal and state
               income taxes) for the 12-month  period  preceding the  applicable
               date  plus  the  interest,  lease  and  rental  expenses  of  the
               Borrowers  for the same period plus the sum of non-cash  expenses
               or allowances  for such period  (including,  without  limitation,
               amortization  or write-down of intangible  assets,  depreciation,
               depletion and deferred taxes and expenses) by (ii) the sum of the
               current  portion of the Long-Term  Liabilities  of the Borrowers,
               plus all interest, lease and rental expenses of the Borrowers, as
               of the applicable date."

     2. Modification of Payment Terms.

          (a) Modification of Payment Terms of Amortization Principal Amount. It
     is the intention of the parties to this  Amendment to amend Section  2.4(A)
     of the Loan Agreement, effective on and as of July 1, 1999, to increase the
     principal portion of each monthly installment of the Amortization Principal
     Amount due on October 1, 1999,  November 1, 1999,  and December 1, 1999, by
     $5,000.00,  $10,000.00 and  $15,000.00,  respectively,  and to increase the
     principal portion of each monthly installment of the Amortization Principal
     Amount due on January 1, 2000 and  thereafter by  $20,000.00.  Accordingly,
     Section  2.4(A)(iv) of the Loan  Agreement is hereby amended to read in its
     entirety as follows:

          "(iv)For all monthly installment  payments through the installment due
               on  September   1,  1999,   the  monthly   installments   of  the
               Amortization  Principal  Amount and interest  thereon  under Plan
               Note I shall be calculated  based on the  Amortization  Principal
               Amount being  amortized in level  monthly  payments at an assumed
               interest  rate  equal to the Pay Rate over an  assumed  period of
               twenty  (20)   years.   Monthly   installment   payments  of  the
               Amortization  Principal Amount  commencing on October 1, 1999 and
               thereafter  shall be in the  principal  amounts  set forth in the
               schedule  attached  to the  Second  Amendment  as  Exhibit  A and
               incorporated  herein by this  reference,  together  with  accrued
               interest  calculated  as set forth on said  Exhibit A;  provided,
               that on September 1, 2006, the then  remaining  unpaid balance of
               the  Amortization  Principal  Amount  shall  be due and  payable,
               together with accrued and unpaid interest thereon."

<PAGE>
                                       4


          (b)  Amendment  of  Quarterly  Excess  Cash Flow  Payment  Provisions.
     Effective  on and as of the date  hereof,  the  Loan  Agreement  is  hereby
     amended by amending Section  2.4(B)(iv)  thereof to read in its entirety as
     follows:

          "(iv)In addition to the foregoing,  commencing with the fiscal quarter
               of the  Borrowers  ending  June 30,  2000,  and for  each  fiscal
               quarter  thereafter  until (a) all Obligations  have been paid in
               full or (b) payments  made  pursuant to this  Section  2.4(B)(iv)
               (including  all amounts  actually  paid prior to the date of this
               Second  Amendment)  aggregate   $2,500,000.00,   whichever  first
               occurs,  a sum equal to the  greater  of (1) 25% of  Consolidated
               Excess Cash Flow for such fiscal quarter or (2) the percentage of
               True Excess Cash Flow specified below for such fiscal quarter (in
               either case, the "Quarterly  Excess Cash Flow Payment")  shall be
               due and payable as set forth  below.  For purposes of the formula
               set forth above, the relevant percentage of True Excess Cash Flow
               is (A) 80% until  all  payments  made  pursuant  to this  Section
               2.4(B)(iv)  aggregate  $1,000,000.00,  (B) 70% until all payments
               made pursuant to this Section 2.4(B)(iv) aggregate $1,750,000.00,
               and (C) 60% until all  payments  made  pursuant  to this  Section
               2.4(B)(iv)  aggregate  $2,500,000.00.  The Quarterly  Excess Cash
               Flow Payment for each fiscal  quarter of the  Borrowers  shall be
               due and payable, in arrears, in three equal monthly  installments
               on the  twentieth  (20th)  day  (without  grace)  of  each  month
               following the relevant fiscal quarter;"

<PAGE>
                                       5


          (c)  Past-Due  Excess Cash Flow  Payments.  The  Borrowers  and Siegel
     acknowledge that the Borrowers have failed to comply with the provisions of
     Section  2.4(B)(iv)  of the Loan  Agreement  with  respect to payments  due
     thereunder  with respect to the fiscal  quarters ended  September 30, 1999,
     December  31,  1999 and March 31,  2000 (the  "Cash  Flow  Payments").  The
     parties  acknowledge  that the aggregate  amount of the Cash Flow Payments,
     without  interest,  is  $230,000.00.  SouthTrust  hereby  agrees  that  the
     Borrowers may cure the Default  resulting from the failure to make the Cash
     Flow  Payments in a timely  manner by paying the Cash Flow  Payments,  with
     interest on the amount  thereof from their  respective due dates until paid
     at the Pay Rate, in six (6) equal monthly  installments  commencing on July
     6,  2000;  provided,  that  SouthTrust  hereby  agrees to accept the sum of
     $200,000.00,  if paid on or prior to July 6, 2000, in full  satisfaction of
     the Cash Flow Payments.

     3. Amendments to the Borrowers' Covenants.

          (a) Section  6.2(K)of the Loan Agreement is hereby amended,  effective
     on and as of July 1, 1999, to read in its entirety as follows:

               "(K) None of the  Borrowers  will make any loan or advance to any
                    officer,  shareholder,  director  or  employee of any of the
                    Borrowers,  except for business travel and similar temporary
                    advances in the ordinary course of business,  nor pay salary
                    or  other  cash   compensation  to  those  officers  of  the
                    Borrowers who constitute  their  respective  chief executive
                    officers,  chief  financial  officers  and  chief  operating
                    officers in amounts aggregating on an annual basis more than
                    (i) $400,000.00,  on a Consolidated  basis (including salary
                    and  other  cash   compensation  to  the  Borrowers'   chief
                    executive  officers and chief financial officers of not more
                    than  $350,000.00),  or (ii) so long as no Event of  Default
                    shall have occurred and be  continuing,  twelve and one-half
                    percent  (12.5%)  of  the  Borrowers'  annual   Consolidated
                    earnings before  interest,  depreciation  and  amortization,
                    whichever  is greater.  In addition  to the  foregoing,  the
                    Borrowers shall be permitted to pay additional  compensation
                    to such  officers in each fiscal  quarter  aggregating  five
                    percent (5%) of the Borrowers' Consolidated Excess Cash Flow
                    for such quarter,  so long as all payments due under Section
                    2.4(B)(iv)  hereof  for such  fiscal  quarter  and the prior
                    fiscal  quarters  have  been  paid in full  and in a  timely
                    manner."

          (b) Section 6.2(L) of the Loan Agreement is hereby amended,  effective
     on and as of July 1, 1999, to read in its entirety as follows:

               "(L) None of the  Borrowers  will make payments on account of the
                    purchase or lease of Fixed Assets or otherwise  make capital
                    expenditures that, in the aggregate, in any fiscal year:

                    (i)  commencing on April 1, 1999,  will exceed  $600,000.00,
                         on a consolidated basis;

                    (ii) commencing on April 1, 2000,  will exceed  $736,000.00,
                         on a consolidated basis; and

<PAGE>
                                       6


                    (iii)commencing  on or after  April  1,  2001,  will  exceed
                         $600,000.00, on a consolidated basis;

                    as used in this  paragraph,  the term "lease"  means a lease
                    reflected  on a balance  sheet of any of the  Borrowers or a
                    lease that should be so reflected under  Generally  Accepted
                    Accounting Principles."

          (c) Section 6.2(M) of the Loan Agreement is hereby amended,  effective
     on and as of July 1, 1999, by deleting the figure,  "$700,000.00" appearing
     therein and inserting in lieu thereof the figure, "$375,000.00."

          (d) The Loan Agreement is hereby  amended,  effective on and as of the
     date hereof, by adding a new subsection (X) to Section 6.2 thereof, to read
     in its entirety as follows:

          "(X) None of the Borrowers  will enter into any line of business other
               than the manufacture and sale of disposable  medication,  vitamin
               and dietary and/or nutritional  supplement punch cards, packaging
               equipment and allied ancillary  products  (including  proprietary
               medication dispensing  systems)(the "Core Business"),  unless (a)
               Borrowers' existing technologies,  equipment and processes can be
               used  for the  manufacture  and  sale of  products  with  similar
               applications  and such  manufacture  and  sale is not  reasonably
               anticipated by the Borrowers to impair the operation or financial
               condition of the Core Business;  or (b) the prior written consent
               of   SouthTrust   is  obtained,   which   consent  shall  not  be
               unreasonably withheld."

          (e) Section 6.3 of the Loan Agreement is hereby amended,  effective on
     and as of July 1, 1999, to read in its entirety as follows:

     "6.3 Financial Covenants. The Borrowers will maintain at all times:

          (A)  Consolidated  Net  Working  Capital  in  the  following   minimum
               amounts:

               From July 1, 1999 through March 31, 2000......  $1,400,000
               From April 1, 2000 and thereafter.............  $1,500,000

          (B)  Consolidated negative Net Worth not to exceed $10,500,000.

          (C)  A ratio of Consolidated  Current Assets to  Consolidated  Current
               Liabilities of not less than 1.5 to 1.0; and

<PAGE>
                                       7


          (D)  Fixed  Charge  Coverage of not less than (i) 1.2 to 1.0 from July
               1, 1999 through March 31, 2000, and (ii) 1.35 to 1.0 thereafter."


     4.  Representations and Warranties of Borrowers and Guarantor.  In order to
induce SouthTrust to enter into the transactions contemplated by this Amendment,
each  of  the  Borrowers  and  the  Guarantor  hereby,  jointly  and  severally,
represents and warrants to SouthTrust as follows:

          (a) As of the date  hereof,  other  than  the  Existing  Defaults  (as
     defined  in  Section  10  hereof),  no  Event of  Default,  and no event or
     condition which, with the passage of time, notice or both, would constitute
     an Event of  Default,  exists  under the Loan  Agreement  or the other Loan
     Documents;

          (b)  Each of the  representations  and  warranties  of  Borrowers  and
     Guarantor contained in the Loan Agreement and the other Loan Documents were
     true,  correct  and  complete  in all  respects  when made  and,  except as
     expressly   disclosed  on  Exhibit  B  attached  to  this   Amendment   and
     incorporated  herein  by  reference,   each  of  such  representations  and
     warranties  continues  to be true,  correct and complete in all respects on
     the date  hereof as if each of such  representations  and  warranties  were
     originally made as of the date hereof;

          (c) MTS has obtained fully executed Subordination  Agreements in favor
     of  SouthTrust  from each of the lenders  under the Labs  Bridge  Loans (as
     defined in the Letter  Agreement),  other  than the Joan  Fitterling  Trust
     (true and correct copies of which have been provided to  SouthTrust);  none
     of such  Subordination  Agreements has been amended,  modified or otherwise
     terminated  as of the date hereof;  each of such  Subordination  Agreements
     remains in full force and effect in accordance with its terms;  and none of
     the Borrowers  has made any payment in violation of any such  Subordination
     Agreement or otherwise in violation of the provisions of the Loan Agreement
     applicable   to  the   Subordinated   Indebtedness   referred  to  in  such
     Subordination Agreements;

          (d) The execution, delivery and performance by Borrowers and Guarantor
     of this Amendment and the  consummation  of the  transactions  contemplated
     hereby (i) are within the  corporate  power of each of the  Borrowers,  and
     have been duly authorized by all necessary  corporate action on the part of
     each  of  the  Borrowers   (true,   correct  and  complete  copies  of  the
     documentation thereof, certified as such by the appropriate officers of the
     Borrowers,  being  attached  hereto as Exhibit  C), (ii) do not require any
     approval or consent,  or filing with, any governmental agency or authority,
     (iii) do not violate any  provisions  of any law, rule or regulation or any
     provision of any order, writ, judgment,  injunction,  decree, determination
     or award presently in effect in which any Borrower or Guarantor is named or
     any provision of the organizational  documents of any of the Borrowers, and
     (iv) do not and will not  result  in a breach  of or  constitute  a default
     under any agreement or instrument to which any Borrower or any Guarantor is
     a party or by which it or any of its or their properties are bound;


<PAGE>
                                       8


          (e) This Amendment constitutes the legal, valid and binding obligation
     of Borrowers and Guarantor,  enforceable against each of them in accordance
     with its terms;

          (f) Attached hereto as Exhibit D is a true,  correct and complete copy
     of the Consent and Re-affirmation of Guaranty, which has been duly executed
     and  delivered  by Siegel in favor of  SouthTrust  in  connection  with the
     transactions contemplated in this Amendment.

          (g) The Borrowers and the Guarantor entered into the Letter Agreement,
     and are  entering  into this  Amendment,  freely and  voluntarily  with the
     advice of legal counsel of their own choosing; and

          (h) On or prior to the date hereof,  in accordance with the provisions
     of  Section  8.5 of the  Loan  Agreement,  the  Borrowers  have  reimbursed
     SouthTrust  for all of  SouthTrust's  costs and expenses for which invoices
     have been delivered to the Borrowers,  including,  without limitation,  all
     such  costs and  expenses  incurred  in  connection  with the  preparation,
     negotiation and implementation of this Amendment.

     5. Certain  Acknowledgments  by Borrowers and Guarantor.  Each Borrower and
the Guarantor  hereby  acknowledges,  stipulates and agrees that: (a) all of the
obligations  of Borrowers  under the Loan Agreement are absolutely due and owing
by  Borrowers  to  SouthTrust   without  any  defense,   deduction,   offset  or
counterclaim  (and,  to the  extent  Borrowers  or  Guarantor  had any  defense,
deduction,  offset  or  counterclaim  on the date  hereof,  the  same is  hereby
waived); (b) the Loan Agreement and all other documents and instruments executed
in connection  therewith or in  connection  with any  predecessor  agreement are
legal,  valid and binding  obligations of Borrowers and  Guarantor,  enforceable
against  Borrowers and Guarantor in accordance with their respective  terms; (c)
each of Borrowers and the  Guarantor  has consented to, and hereby  ratifies any
and all prior  consents  given by them (or any of them) with respect to the Loan
Documents,   including,   without  limitation,  the  First  Amendment  and  this
Amendment,   all  transactions   contemplated  thereby  and  all  documents  and
instruments  executed in  connection  herewith and  therewith;  and (d) prior to
executing  this  Amendment,  Borrowers and Guarantor  consulted with and had the
benefit of advice of legal  counsel of their own  selection  and each has relied
upon the  advice  of such  counsel,  and in no part upon any  representation  of
SouthTrust  concerning  the legal  effects  of this  Amendment,  any of the Loan
Documents, or any provision hereof or thereof.

     6. Ratification and Reaffirmation of Releases and Waivers.

          (a) Each of the Borrowers and the Guarantor hereby ratifies,  confirms
     and  re-affirms  as of the date  hereof each of the  releases,  waivers and
     undertakings  set  forth in the  Loan  Agreement  and the  Loan  Documents,
     including, without limitation, each of the foregoing contained in the First
     Amendment,  each of which is hereby  incorporated herein by this reference,
     including, without limitation, those contained in the following Sections of
     the Loan Agreement:  Section 7.5 "Waiver of Right To Stay  Foreclosure Upon
     Occurrence of Major  Default,"  Section 7.6 "Relief from  Automatic  Stay,"
     Section 8.3  "Indemnity,"  Section 8.7 "Waiver by the  Borrowers,"  Section
     8.10 "Submission to Jurisdiction; Waivers," and Section 8.11 "Release."

<PAGE>
                                       9


          (b) Each of the Borrowers and the Guarantor hereby  acknowledges  that
     the provisions contained in this Section 6, and in the Sections of the Loan
     Agreement  referred to in subsection (a) hereof,  were bargained for by the
     Lender,  and are being  relied  upon by the Lender in  connection  with its
     agreement to enter into the transactions contemplated by the Loan Agreement
     and this Amendment.

     7.  Ratification  of Loan Agreement and Other Loan  Documents.  Each of the
Borrowers and the Guarantor  hereby  ratifies and re-affirms the Loan Agreement,
each of the  other  Loan  Documents  and  all of its or  their  obligations  and
liabilities  thereunder.  Guarantor  hereby ratifies and reaffirms the validity,
legality  and  enforceability  of the  Guaranty  Agreement  and agrees  that the
Guaranty Agreement is and shall remain in full force and in effect until all the
Obligations of Borrowers under the Loan Agreement, as amended by this Amendment,
and as the same may hereafter be amended or modified,  and all other  Guaranteed
Obligations (as defined in the Guaranty  Agreement) have been  indefeasibly paid
and satisfied in full.

     8.  Debtor-Creditor  Relationship.  Nothing  in  this  Amendment  shall  be
construed to alter the existing  debtor-creditor  relationship between Borrowers
and Lender,  nor is this  Amendment or any Loan  Document  intended to change or
affect in any way the relationship between Lender and the Guarantor to one other
than a  debtor-creditor  relationship.  This Amendment,  together with the other
Loan Documents, is not intended, nor shall any of them be construed to create, a
partnership  or joint venture  relationship  between or among any of the parties
hereto.  No person  other than a party  hereto is intended  to be a  beneficiary
hereof and no person other than a party hereto shall be  authorized to rely upon
the contents of this Amendment.

     9. Entire Agreement.  This Amendment  supersedes  paragraph 2 of the Letter
Agreement;  however, the remainder of the Letter Agreement remains in full force
and effect.  Accordingly,  this Amendment, the Loan Agreement as amended hereby,
the Letter  Agreement (to the extent not  superseded as provided  above) and the
other  Loan  Documents,  together  constitute  the entire  understanding  of the
parties  with  respect  to the  subject  matter  hereof  and  thereof.  The Loan
Agreement, as amended hereby, may not be modified,  altered or amended except by
an agreement in writing signed by all the parties hereto.

     10. Waiver of Existing Defaults; No Additional Waiver.

          (a) By its execution and delivery of this Amendment, SouthTrust hereby
     waives the occurrence of (i) the Events of Default  identified in paragraph
     1 of the Letter  Agreement,  and (ii) each other Event of Default (A) which
     has occurred  prior to the date of this  Amendment  and (B) with respect to
     which either (1) the Borrowers have notified SouthTrust in writing prior to
     the date hereof or (2) SouthTrust has otherwise obtained knowledge prior to
     the date hereof (collectively,  the "Existing  Defaults").  Notwithstanding
     the foregoing,  each of the Borrowers and the Guarantor hereby  acknowledge
     and agree that, if the Borrowers have not cured the Default  resulting from
     their  failure to make the Cash Flow  Payments in a timely manner by paying
     SouthTrust the sum of $200,000.00 on or prior to July 6, 2000, as permitted
     in  Section  2(c)  hereof,  then any  failure by the  Borrowers  to pay any
     installment payment described in such Section 2(c) on the date such payment
     becomes due will constitute a Major Default.

<PAGE>
                                       10


          (b) No delay or failure on the part of Lender in the  exercise  of any
     right,  power or privilege granted under the Loan Agreement,  as amended by
     this Amendment,  or any of the other Loan Documents, or available at law or
     in equity,  shall impair any such right, power or privilege or be construed
     as a waiver of any Event of Default thereunder or any acquiescence therein.
     No single or partial  exercise of any such right,  power or privilege shall
     preclude the further exercise of such right, power or privilege.  No waiver
     shall be valid against  Lender unless made in writing and signed by Lender,
     and then only to the extent expressly  specified  therein.  In furtherance,
     and not in  limitation,  of the  foregoing,  each of the  Borrowers and the
     Guarantor hereby  acknowledges  that,  except as expressly  provided herein
     with respect to the Existing Defaults,  SouthTrust has not waived any Event
     of Default which may exist or which may have  occurred,  nor has SouthTrust
     made any commitment of any kind to grant any waiver with respect thereto in
     the future, and SouthTrust  reserves all of its rights and remedies arising
     as a result of any such  Event of  Default,  under the Loan  Agreement,  as
     amended hereby, or otherwise arising at law or in equity.

     11. No Novation,  Etc..  This Amendment is not intended to be, nor shall it
be construed to create,  a novation or accord and  satisfaction,  and, except as
otherwise  expressly  modified  herein,  the Loan  Agreement  and the other Loan
Documents shall remain in full force and effect.


     12. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto,  each of which when so executed
shall  constitute an original,  but all of which taken together shall be one and
the same instrument.  In proving this Amendment or any of the Loan Documents, it
shall not be necessary to produce or account for more than one such  counterpart
signed by the party against whom enforcement is sought. Any signature  delivered
by a party  telecopy  or  facsimile  transmission  shall be deemed  an  original
signature hereto. Notice of Lender's acceptance hereof is hereby waived.

<PAGE>
                                       11


     13. Release. To induce the Lender to enter into this Amendment, each of the
Borrowers  and  the  Guarantor,   for  themselves  and  their  respective  legal
representatives,   successors,   predecessors,  heirs  and  assigns,  and  their
respective officers,  directors,  stockholders,  agents, servants and employees,
hereby release,  acquit and forever  discharge the Lender,  its Participants and
any   of   the   Participants'   general   partners,    limited   partners   and
sub-participants,  and the officers, directors,  stockholders, general partners,
limited partners,  members, agents, servants,  employees, legal representatives,
successors  and  assigns  of  any  of  the  foregoing  (collectively,  "Released
Parties"), of and from any and all claims, demands, debts, actions and causes of
action  of any kind,  whether  absolute  or  contingent,  due or to become  due,
disputed or  undisputed,  liquidated or  unliquidated,  at law or in equity,  or
known or  unknown,  which they or any of them now have or might  hereafter  have
against any one or more of the Released  Parties,  by reason of any act, matter,
contract,  agreement  or  thing  whatsoever  up to the  date of this  Amendment,
including, without limitation, any claim, counterclaim,  demand, debt, action or
cause of action of any kind, and whether arising, directly or indirectly,  under
or in  connection  with the Loan  Agreement,  the Loan  Documents,  the Original
SouthTrust Loan Documents or the Original SouthTrust Indebtedness.

                  14.  Governing Law. This  Amendment is being  delivered to the
Lender, and is performable,  in Jefferson County,  Alabama,  and the substantive
Laws of the United States and the State of Alabama, without giving effect to its
principles of conflict of laws,  shall govern the construction of this Amendment
and the documents  executed and delivered  pursuant  hereto,  and the rights and
remedies  of the  parties  hereto and  thereto,  except to the  extent  that the
location  of any  Collateral  in a state  or  jurisdiction  other  than  Alabama
requires that the perfection of the Lender's  security interest  hereunder,  and
the  enforcement  of  certain  of the  Lender's  remedies  with  respect  to the
Collateral, be governed by the laws of such other state or jurisdiction.

     15.  Survival.   All  representations  and  warranties  contained  in  this
Amendment,  the Loan Agreement or made or furnished on behalf of any Borrower or
Guarantor in  connection  herewith or therewith  shall survive the execution and
delivery  of this  Amendment,  and  shall  survive  until  the  Obligations  are
indefeasibly  paid in full, and thereafter as and to the extent  provided in the
Loan Agreement.

     IN WITNESS  WHEREOF,  each of the  undersigned  parties has  executed  this
Amendment,  or has  caused  the same to be  executed  on its  behalf by its duly
authorized officer and agent, on and as of the date first above written.

                                    MEDICAL TECHNOLOGY SYSTEMS, INC.

                                    By:______________________________________
                                    Its:_____________________________________

                                    CLEARWATER MEDICAL SERVICES, INC.

                                    By:______________________________________
                                    Its:_____________________________________

<PAGE>
                                       12


                                    MEDICAL TECHNOLOGY LABORATORIES,INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    MTS PACKAGING SYSTEMS, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    VANGARD LABS, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    VANGARD PHARMACEUTICAL PACKAGING, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    PERFORMANCE PHARMACY SYSTEMS, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    CART-WARE, INC.

                                    By:______________________________________
                                    Its:_____________________________________

<PAGE>
                                       13

                                    MEDICATION MANAGEMENT SYSTEMS, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    MEDICATION MANAGEMENT TECHNOLOGIES, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    MTS SALES & MARKETING, INC.

                                    By:______________________________________
                                    Its:_____________________________________

                                    SYSTEMS PROFESSIONALS, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    LIFESERV TECHNOLOGIES, INC.

                                    By:______________________________________
                                    Its:_____________________________________


                                    _________________________________________
                                    Todd E. Siegel
WITNESS:



<PAGE>
                                       14

                                    SOUTHTRUST BANK

                                    By:______________________________________
                                    Its:_____________________________________

<PAGE>

                                    EXHIBIT A

                              Amortization Schedule

                       See amortization schedule attached.


<PAGE>

                                    EXHIBIT B

                  Exceptions to Representations and Warranties

         Representations  and warranties with respect to operational matters for
         Borrowers whose assets and business have been sold.


<PAGE>


                                    EXHIBIT C

                       Certified Resolutions of Borrowers

                               See attached pages


<PAGE>


                                    EXHIBIT D

                           Consent and Re-affirmation

                               See pages attached.