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                                       1

                                 LOAN AGREEMENT

     This Loan Agreement (the "Agreement")  dated as of October 16, 1998, by and
among Joan L. Fitterling,  as Trustee,  or her successor in Trust of the Joan L.
Fitterling  Revocable  Trust  dated  August 15,  1995,  (the  "Lender")  and the
Borrower described below.

     In  consideration  of the  Loan or Loans  described  below  and the  mutual
covenants and  agreements  contained  herein,  and intending to be legally bound
hereby, the Lender and the Borrower agree as follows:

     1.  DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined
herein,  the  following  terms  shall have the  meaning  set forth with  respect
thereto:

          A. Borrower: Medical Technology Systems, Inc.

          B. Borrower's Address:
             12920 Automobile Boulevard
             Clearwater,  Florida  33762

          C.  Hazardous  Materials.  Hazardous  Materials  include all materials
     defined as hazardous  materials  or  substances  under any local,  state or
     federal environmental laws, rules or regulations, and petroleum,  petroleum
     products, oil and asbestos.

          D. Loan.  Any loan  described  in Section 2 hereof and any  subsequent
     loan which states that it is subject to this Loan Agreement.

          E. Loan  Documents.  Loan Documents  means this Loan Agreement and any
     and all  promissory  notes  executed by the Borrower in favor of Lender and
     all other documents, instruments (including, without limitation, warrants),
     guarantees,  certificates  and agreements  executed and/or delivered by the
     Borrower in connection with the Loan.

          F. Accounting Terms. All accounting terms not specifically  defined or
     specified herein shall have the meanings generally attributed to such terms
     under generally accepted accounting  principles ("GAAP"), as in effect from
     time  to  time,   consistently  applied,  with  respect  to  the  financial
     statements referenced in Section 3.H. hereof.


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                                       2

     2. LOANS.

          A. Loan.  The Lender hereby agrees to make a term loan to the Borrower
     in the principal amount of $200,000.00. The obligation to repay the loan is
     evidenced by a promissory  note of even date herewith (the  promissory note
     together with any and all renewals,  extensions or  rearrangements  thereof
     being hereafter  collectively  referred to as the "Note") having a maturity
     date, repayment terms and interest rate as set forth in the Note.

          B. Use of Proceeds.  The Borrower agrees that the proceeds of the Loan
     shall be used solely for working capital  purposes and shall not be used to
     satisfy any obligations of any Borrower other than obligations  incurred in
     the normal course of business of the Borrower.

          C. Extension of Loan. The maturity of the Note shall be  automatically
     extended from June 1, 1999 until  September 1, 1999 provided  that:  (a) no
     defaults exist under this  Agreement;  and (b) that the Loan is not subject
     to any setoff, defense or counterclaim by the Borrower.

     3.  REPRESENTATIONS  AND  WARRANTIES  OF  BORROWER.   The  Borrower  hereby
represents and warrants to the Lender as follows:

          A. Good  Standing.  The  Borrower is a  corporation,  duly  organized,
     validly  existing and in good  standing  under the laws of the state of its
     respective  incorporation  and  has  the  power  and  authority  to own its
     property  and to carry on its  business in each  jurisdiction  in which the
     Borrower does business.

          B. Authority and Compliance. The Borrower has full power and authority
     to execute  and  deliver  the Loan  Documents  and to incur and perform the
     obligations provided for therein, all of which have been duly authorized by
     all proper and necessary  action of the  appropriate  governing body of the
     Borrower.  No consent or  approval of any public  authority  or other third
     party is required as a condition to the validity of any Loan Document,  and
     the Borrower is in compliance with all laws and regulatory  requirements to
     which it is subject.

          C. Binding  Agreement.  This  Agreement  and the other Loan  Documents
     executed by the Borrower  constitute valid and legally binding  obligations
     of the Borrower, enforceable in accordance with their terms.


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                                       3


          D. Litigation.  There is no proceeding  involving the Borrower pending
     or,  to the  knowledge  of the  Borrower,  threatened  before  any court or
     governmental  authority,   agency  or  arbitration  authority,   except  as
     disclosed to the Lender in writing and  acknowledged by the Lender prior to
     the date of this Agreement.

          E. No  Conflicting  Agreements.  There  is no  charter,  bylaw,  stock
     provision,  partnership  agreement  or  other  document  pertaining  to the
     organization,  power or  authority  of the Borrower and no provision of any
     existing agreement, mortgage, indenture or contract binding on the Borrower
     or affecting its respective properties, which would conflict with or in any
     way prevent the  execution,  delivery or carrying  out of the terms of this
     Agreement and the other Loan Documents.

          F. Taxes.  All taxes and  assessments  due and payable by the Borrower
     have  been  paid or are  being  contested  in  good  faith  by  appropriate
     proceedings and the Borrower has filed all tax returns which it is required
     to file.

          G.  Financial  Statements.  The  financial  statements of the Borrower
     heretofore  delivered to the Lender have been prepared in  accordance  with
     GAAP,  applied on a consistent basis  throughout the period  involved,  and
     fairly present the Borrower's  financial  condition as of the date or dates
     thereof. All factual information furnished by the Borrower to the Lender in
     connection  with this Agreement and the other Loan Documents is and will be
     accurate and complete on the date when such information is delivered to the
     Lender  and is not  and  will  not be  incomplete  by the  omission  of any
     material fact necessary to make such information not misleading.

          H. Place of  Business.  The  Borrower's  primary  executive  office is
     located at 12920 Automobile Boulevard, Clearwater, Florida 33762.

          I.  Environmental.  The conduct of the Borrower's  business operations
     and the condition of the Borrower's  property does not and will not violate
     any  federal  laws,  rules  or  ordinances  for  environmental  protection,
     regulations of the Environmental Protection Agency, any applicable local or
     state  law,  rule,  regulation  or  rule  of  common  law or  any  judicial
     interpretation  thereof relating  primarily to the environment or Hazardous
     Materials.

          J. Continuation of Representations and Warranties. All representations
     and warranties  made under this Agreement shall be deemed to be made at and
     as of the date  hereof and at and as of the date of any  advance  under any
     Loan.

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                                       4


     4.  REPRESENTATIONS  AND WARRANTIES OF LENDER. The Lender hereby represents
and warrants to the Borrower that the Lender:  (a) is an "accredited  investor,"
as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge
and experience in financial and business matters rendering the Lender capable of
evaluating the merits and risks of an investment in securities of the Company (a
"sophisticated  investor"),  or  (c)  is  not  an  accredited  or  sophisticated
investor,  but has  appointed  a  "purchaser  representative,"  as that  term is
defined in Exhibit "A," in connection with evaluating the merits and risks of an
investment in securities of the Company.

     5.  AFFIRMATIVE  COVENANTS.  Until  full  payment  and  performance  of all
obligations of the Borrower under the Note, the Borrower will, unless the Lender
consents otherwise in writing (and without limiting any requirement of any other
Loan Document):

          A. Financial  Statements and Other  Information.  Maintain a system of
     accounting  satisfactory  to the Lender and in accordance with GAAP applied
     on a consistent basis  throughout the period involved,  permit the Lender's
     officers or authorized  representatives to visit and inspect the Borrower's
     books of account and other records at such reasonable times and as often as
     the Lender may desire, and pay the reasonable fees and disbursements of any
     accountants  or other  agents of the Lender  selected by the Lender for the
     foregoing  purposes.  Unless written notice of another location is given to
     the  Lender,  the  Borrower's  books and  records  will be  located  at the
     Borrower's   primary  executive  office  set  forth  above.  All  financial
     statements  called  for  below  shall  be  prepared  in  form  and  content
     acceptable to the Lender.

               In addition, the Borrower will:

               (i)  Furnish to the Lender  audited  financial  statements of the
                    Borrower for each fiscal year of the Borrower, within ninety
                    (90) days after the close of each such fiscal year.

               (ii) Furnish to the Lender  financial  statements of the Borrower
                    for each quarter of each fiscal year of the Borrower, within
                    forty-five (45) days after the close of each such period.

               (iii)Furnish to the Lender  promptly  such  additional  financial
                    information   and  reports  with  respect  to  the  business
                    operations  and  financial  condition of the Borrower as the
                    Lender may reasonably request.

          B. Insurance.  Maintain insurance with responsible insurance companies
     on such of its  properties,  in such  amounts and against  such risks as is
     customarily   maintained  by  similar  businesses  operating  in  the  same
     vicinity,  specifically  to include  fire and extended  coverage  insurance
     covering all assets, business interruption insurance,  workers compensation
     insurance and  liability  insurance,  all to be with such  companies and in
     such amounts as are  satisfactory  to the Lender and providing for at least
     30  days  prior  notice  to  the  Lender  of  any   cancellation   thereof.
     Satisfactory  evidence  of such  insurance  will be  supplied to the Lender
     prior to funding under the Loan and 30 days prior to each policy renewal.

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                                       5


          C. Existence and Compliance. Maintain its existence, good standing and
     qualification  to do  business,  where  required  and comply with all laws,
     regulations and governmental  requirements  including,  without limitation,
     environmental  laws  applicable to it or to any of its  property,  business
     operations and transactions.

          D. Adverse Conditions or Events. Promptly advise the Lender in writing
     of (i) any condition,  event or act which comes to its attention that would
     or might materially  adversely affect the Borrower's financial condition or
     operations  or the  Lender's  rights  under  the Loan  Documents,  (ii) any
     litigation  filed by or  against  the  Borrower,  (iii) any event  that has
     occurred that would constitute an event of default under any Loan Documents
     and (iv) any uninsured or partially  uninsured  loss through  fire,  theft,
     liability or property damage in excess of an aggregate of $50,000.00.

          E. Taxes and Other Obligations.  Pay all of its taxes, assessments and
     other  obligations,  including,  but not  limited to taxes,  costs or other
     expenses  arising  out of this  transaction,  as the  same  become  due and
     payable, except to the extent the same are being contested in good faith by
     appropriate proceedings in a diligent manner.

          F.  Maintenance.  Maintain  all  of  its  tangible  property  in  good
     condition  and  repair and make all  necessary  replacements  thereof,  and
     preserve  and  maintain  all  licenses,  trademarks,  privileges,  permits,
     franchises,  certificates  and the like  necessary for the operation of its
     business.

          G. Environmental.  Immediately advise the Lender in writing of (i) any
     and all enforcement,  cleanup, remedial,  removal, or other governmental or
     regulatory  actions  instituted,  completed or  threatened  pursuant to any
     applicable  federal,  state,  or  local  laws,  ordinances  or  regulations
     relating to any  Hazardous  Materials  affecting  the  Borrower's  business
     operations;  and (ii) all  claims  made or  threatened  by any third  party
     against the  Borrower  relating to damages,  contribution,  cost  recovery,
     compensation,  loss or injury resulting from any Hazardous  Materials.  The
     Borrower shall  immediately  notify the Lender of any remedial action taken
     by the Borrower with respect to the  Borrower's  business  operations.  The
     Borrower  will not use or  permit  any  other  party  to use any  Hazardous
     Materials  at any of the  Borrower's  places  of  business  or at any other
     property  owned by the Borrower  except such materials as are incidental to
     the Borrower's normal course of business, maintenance and repairs and which
     are handled in  compliance  with all  applicable  environmental  laws.  The
     Borrower agrees to permit the Lender, its agents, contractors and employees
     to enter and inspect any of the Borrower's  places of business or any other
     property of the Borrower at any reasonable  times upon three (3) days prior
     notice for the purposes of conducting an  environmental  investigation  and
     audit  (including  taking physical  samples) to insure that the Borrower is
     complying with this covenant and the Borrower shall reimburse the Lender on
     demand for the costs of any such environmental investigation and audit. The
     Borrower shall provide the Lender, its agents,  contractors,  employees and
     representatives with access to and copies of any and all data and documents
     relating  to or  dealing  with any  Hazardous  Materials  used,  generated,
     manufactured,  stored or disposed of by the Borrower's  business operations
     within five (5) days of the request therefore.

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                                       6

     6.  NEGATIVE   COVENANTS.   Until  full  payment  and  performance  of  all
obligations of the Borrower under the Note, the Borrower will, without the prior
written  consent of Lender (and without  limiting any  requirement  of any other
Loan Documents):

          A.  Transfer of Assets or Control.  Sell,  lease,  assign or otherwise
     dispose of or  transfer  any  assets,  except in the  normal  course of its
     business, or enter into any merger or consolidation, or transfer control or
     ownership of the Borrower.

          B. Character of Business.  Change the general character of business as
     conducted  at the  date  hereof,  or  engage  in any type of  business  not
     reasonably related to its business as presently conducted.

          C.  Dividends  and  Distributions.  Make any  distribution  or pay any
     dividends (other than dividends payable in common stock of the Borrower) on
     any shares of any class of its capital stock,  or apply any of its property
     or assets to the purchase,  redemption  or the  retirement of any shares of
     any class of its capital stock.

          D. Management Change. Make any change in the president of the Borrower
     or the chief executive officer of the Borrower, if applicable.

     7. EVENTS OF DEFAULT. The Borrower shall be in default under this Agreement
and under each of the other Loan Documents if it shall default in the payment of
any  amounts  due and owing  under  the Loan or  should  it fail to  timely  and
properly observe, keep or perform any term, covenant,  agreement or condition in
any Loan  Document or in any other loan  agreement,  promissory  note,  security
agreement,  deed of trust,  deed to secure debt,  mortgage,  assignment or other
contract  securing or evidencing  payment of any indebtedness of the Borrower to
the Lender.  The Borrower  shall also be in default under this  Agreement if (a)
the Borrower  defaults  under the Second  Amended and Restated Loan and Security
Agreement  dated as of September 5, 1996, as amended,  by and among  SouthTrust,
the  Borrower,  Medical  Technology  Systems,  Inc.  ("MTS"),  and certain other
parties,   and  SouthTrust   commences  any  enforcement  or  collection  action
(including without limitation any self help remedy) as a result thereof;  (b) if
the  Borrower  or MTS  defaults  under or  refuses  to issue any shares of stock
pursuant to any stock  warrant that is issued to the Lender in  connection  with
the loan  transaction  contemplated by this Loan Agreement,  or (c) the Lender's
attorney does not receive the original stock  certificate or  certificates  that
are subject to the Pledge  Agreement  within ten (10) days from the date of this
Agreement.

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                                       7

     8. REMEDIES UPON  DEFAULT.  If an event of default shall occur,  the Lender
shall have all rights,  powers and remedies available under the Note and each of
the Loan  Documents  as well as all rights and  remedies  available at law or in
equity.

     9. NOTICES. All notices, requests or demands which any party is required or
may desire to give to any other party under any provision of this Agreement must
be in writing delivered to the other party at the following address:

         Borrower:                  Medical Technology Systems, Inc.
                                    12920 Automobile Boulevard
                                    Clearwater, Florida 33762
                                    Fax. No. (727) 573-1100

         Lender:                    Joan L. Fitterling,  as Trustee,  or
                                    her successor in Trust  of the Joan L.
                                    Fitterling  Revocable Trust dated
                                    August 15, 1995
                                    358 Bahia Vista Drive
                                    Indian Rocks Beach, Florida  33785
                                    Fax No. (727) 936-4892

or to such other  address as any party may  designate  by written  notice to the
other party. Each such notice,  request and demand shall be deemed given or made
as follows:

          A. If sent by mail,  upon the  earlier  of the date of receipt or five
     (5) days after deposit in the U.S. Mail, first class postage prepaid;

          B. If sent by any other means, upon delivery.


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                                       8


     10. COSTS,  EXPENSES AND  ATTORNEYS'  FEES.  The Borrower  shall pay to the
Lender  immediately  upon  demand  the full  amount of all  costs and  expenses,
including  reasonable  attorneys' fees incurred by the Lender in connection with
(a)  negotiation  and  preparation  of  this  Agreement  and  each  of the  Loan
Documents,  and (b) all other costs and  attorneys'  fees incurred by the Lender
for which the Borrower is obligated to reimburse the Lender in  accordance  with
the terms of the Loan Documents.

     11.  MISCELLANEOUS.  The Borrower and the Lender further covenant and agree
as follows, without limiting any requirement of any other Loan Document:

          A.  Cumulative  Rights and No Waiver.  Each and every right granted to
     the Lender under any Loan Document, or allowed it by law or equity shall be
     cumulative  of each other and may be  exercised  in addition to any and all
     other  rights of the  Lender,  and no delay in  exercising  any right shall
     operate as a waiver  thereof,  nor shall any single or partial  exercise by
     the Lender of any right  preclude any other or future  exercise  thereof or
     the  exercise  of any  other  right.  The  Borrower  expressly  waives  any
     presentment, demand, protest or other notice of any kind, including but not
     limited to notice of intent to accelerate  and notice of  acceleration.  No
     notice to or demand on the Borrower in any case shall,  of itself,  entitle
     the  Borrower  to any other or future  notice or demand in similar or other
     circumstances.

          B.  Applicable Law. This Loan Agreement and the rights and obligations
     of the parties hereunder shall be governed by and interpreted in accordance
     with the laws of Florida and applicable United States federal law.

          C. Amendment.  No  modification,  consent,  amendment or waiver of any
     provision  of this Loan  Agreement,  nor  consent to any  departure  by the
     Borrower therefrom,  shall be effective unless the same shall be in writing
     and signed by the Lender, and then shall be effective only in the specified
     instance  and for the  purpose  for which  given.  This Loan  Agreement  is
     binding upon the  Borrower,  its  respective  successors  and assigns,  and
     inures to the benefit of the Lender,  its successors and assigns;  however,
     no assignment or other  transfer of the  Borrower's  rights or  obligations
     hereunder shall be made or be effective  without the Lender's prior written
     consent,  nor shall it relieve the Borrower of any  obligations  hereunder.
     There is no third party beneficiary of this Loan Agreement.

          D.  Documents.  All documents,  certificates  and other items required
     under this Loan  Agreement  to be executed  and/or  delivered to the Lender
     shall be in form and content satisfactory to the Lender and its counsel.

          E. Partial  Invalidity.  The  unenforceability  or  invalidity  of any
     provision of this Loan  Agreement  shall not affect the  enforceability  or
     validity   of  any  other   provision   herein   and  the   invalidity   or
     unenforceability  of any  provision  of any Loan  Document to any person or
     circumstance  shall not  affect  the  enforceability  or  validity  of such
     provision as it may apply to other persons or circumstances.



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                                       9


          F. Indemnification. Notwithstanding anything to the contrary contained
     in Section 11(G), the Borrower shall indemnify,  defend and hold the Lender
     and its  successors  and  assigns  harmless  from and  against  any and all
     claims,  demands, suits, losses,  damages,  assessments,  fines, penalties,
     costs or other expenses  (including  reasonable  attorneys'  fees and court
     costs)  arising  from  or in any  way  related  to any of the  transactions
     contemplated  hereby,  including  but not  limited to actual or  threatened
     damage to the environment,  agency costs of investigation,  personal injury
     or death,  or  property  damage,  due to a release  or  alleged  release of
     Hazardous Materials,  arising from the Borrower's business operations,  any
     other  property  owned by the  Borrower or in the  surface or ground  water
     arising  from  any  of  the  Borrower's  business  operations,  or  gaseous
     emissions  arising from any of the  Borrower's  business  operations or any
     other condition existing or arising from the Borrower's business operations
     resulting  from the use or existence of Hazardous  Materials,  whether such
     claim  proves to be true or false.  The  Borrower  further  agrees that its
     indemnity  obligations shall include, but are not limited to, liability for
     damages  resulting from the personal  injury or death of an employee of the
     Borrower,  regardless  of whether the Borrower has paid the employee  under
     the workmen's  compensation  laws of any state or other similar  federal or
     state  legislation  for the  protection  of employees.  The term  "property
     damage" as used in this paragraph  includes,  but is not limited to, damage
     to any real or personal  property of the Borrower,  the Lender,  and of any
     third  parties.  The  Borrower's  obligations  under this  paragraph  shall
     survive the repayment of the Loan.

          G.  Survivability.  All  covenants,  agreements,  representations  and
     warranties  made herein or in the other Loan  Documents  shall  survive the
     making of the Loan and shall  continue  in full force and effect so long as
     the  Loan is  outstanding  or the  obligation  of the  Lender  to make  any
     advances under the Loan shall not have expired.

          H.  Counterparts.  This  Agreement  may be  executed  in  two or  more
     counterparts any by facsimile transmission of signed counterparts,  each of
     which  shall  be  deemed  an  original,  but all of  which  together  shall
     constitute one and the same instrument.

     12.  WAIVER OF JURY  TRIAL.  AFTER  CONSULTING  WITH  COUNSEL  AND  CAREFUL
CONSIDERATION,   THE  BORROWER  AND  THE  LENDER  KNOWINGLY,   VOLUNTARILY,  AND
INTENTIONALLY  WAIVE  THE  RIGHT  ANY OF THEM MAY  HAVE TO A TRIAL BY JURY  WITH
RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT,  THE NOTE, OR ANY OTHER
LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(ORAL OR  WRITTEN),  OR ACTIONS OF THE  BORROWER  OR  LENDER.  THIS  WAIVER IS A
MATERIAL INDUCEMENT TO LENDER'S AGREEMENT TO MAKE THE LOAN TO THE BORROWER.

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                                       10


     13. NO ORAL  AGREEMENT.  THIS  WRITTEN  LOAN  AGREEMENT  AND THE OTHER LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.

     14. JOINT VENTURE.  Neither this Loan Agreement nor any other Loan Document
creates or evidences a partnership or joint venture between the Borrower and the
Lender. The relationship between the Borrower and the Lender is solely that of a
debtor and creditor.  IN WITNESS  WHEREOF,  the parties  hereto have caused this
Agreement   to  be  duly   executed   under  seal  by  their   duly   authorized
representatives as of the date first above written.

                                     LENDER:

                                     ----------------------------------------
                                     Joan L. Fitterling,  as Trustee, or her
                                     successor in Trust of the Joan L.
                                     Fitterling Revocable Trust dated
                                     August 15, 1995

                                    BORROWER:

                                    MEDICAL TECHNOLOGY SYSTEMS, INC.

                                    By: _____________________________________
                                        Todd E. Siegel
                                        President

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                                       11


                                   EXHIBIT "A"

     With respect to  individuals,  an "accredited  investor" is defined by Rule
501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended
("Reg D"), as (i) "any natural person whose  individual net worth,  or joint net
worth  with  that  person's  spouse,   at  the  time  of  his  purchase  exceeds
$1,000,000,"  (ii) "any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation  of reaching  the same income  level in the current  year," or (iii)
"any  director,  executive  officer,  or  general  partner  of the issuer of the
securities being offered or sold, or any director,  executive officer or general
partner of a general partner of that issuer."

         "Purchaser representative" is defined by Reg D as a person that is "not
an affiliate,  director,  officer or other employee of the issuer, or beneficial
owner of 10 percent or more of any class of the equity  securities or 10 percent
or more of the equity  interest in the  issuer,"  unless the  purchaser is (a) a
relative of the purchaser representative by blood, marriage, or adoption, and is
not more  remote  than a first  cousin;  (b) a trust  or  estate  in  which  the
purchaser representative and any persons related to him as described in sections
(a) or (c) of this paragraph  collectively  have more than 50% of the beneficial
interest   (excluding   contingent   interest)   or  of  which   the   purchaser
representative serves as trustee,  executor,  or in any similar capacity;  (c) a
corporation or other organization of which the purchaser  representative and any
persons  related to him as described  in sections  (a) or (b) of this  paragraph
collectively are the beneficial owners of more than 50% of the equity securities
(excluding  directors'  qualifying  shares) or equity  interests.  A  "purchaser
representative"  must  have such  knowledge  and  experience  in  financial  and
business  matters that he is capable of evaluating  (together with the purchaser
or other purchaser representatives of the purchaser) the merits and risks of the
prospective  investment.  A  "purchaser  representative"  must also meet certain
acknowledgement and disclosure requirements described in Reg D.