SECURITIES PLEDGE AGREEMENT


     THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 26 2002, made by
MEDICAL TECHNOLOGY  SYSTEMS,  INC., a Delaware  corporation ("MTS") and LIFESERV
TECHNOLOGIES,   INC.,  a  Florida   corporation   ("Lifeserv",   and  with  MTS,
collectively,  the "Pledgor"),  each with its chief executive  office located at
12920 Automobile Boulevard, Clearwater, Florida, is in favor of LASALLE BUSINESS
CREDIT, INC., as Agent ("Agent").

                               W I T N E S S E T H

     WHEREAS, MTS and MTS Packaging Systems,  Inc.  ("Packaging"),  as borrowers
(in such  capacity,  the  "Borrowers")  Agent,  Standard  Federal Bank  National
Association,  as lender  ("Lender"),  Lifeserv  and the other  Guarantors  named
therein are parties to that certain Loan and Security  Agreement,  dated of even
date herewith (as amended, restated or otherwise modified from time to time, the
"Loan  Agreement")  pursuant to which Agent and/or  Lender have agreed to extend
loans and certain other  financial  accommodations  to the  Borrowers,  and as a
condition to such  extensions of credit,  the Pledgor has granted to Agent,  for
its benefit and for the benefit of Lender, a security  interest in substantially
all of the Pledgor's assets;

     WHEREAS,  the  Pledgor  presently  owns all of the issued  and  outstanding
shares of capital  stock as more fully  described in Schedule I attached  hereto
and made a part hereof and issued by the  corporations  named therein (each such
corporation  being referred to in said Schedule I as an "Issuer") and may in the
future acquire additional shares of said capital stock (all of such now owned or
hereafter acquired shares of capital stock being collectively referred to herein
as the "Pledged Shares");

     NOW,  THEREFORE,   for  good  and  valuable  consideration,   the  receipt,
sufficiency  and adequacy of which are hereby  acknowledged,  the Pledgor hereby
agrees as follows:

     1. Pledge. The Pledgor hereby pledges to Agent, for its benefit and for the
benefit of Lender,  and grants to Agent,  for its benefit and for the benefit of
Lender, a security interest in, the following (the "Pledged Collateral"):

          (a) the Pledged Shares now owned by the Pledgor and the  certificates,
     if  any,  representing  such  Pledged  Shares,  and  all  dividends,  cash,
     securities,  instruments,  rights  and  other  property  from  time to time
     received,  receivable or otherwise distributed in respect of or in exchange
     for any or all of such Pledged Shares;

          (b) all additional shares of said stock acquired by the Pledgor in any
     manner, and the certificates,  if any,  representing such additional shares
     (any such  additional  shares shall  constitute  part of the Pledged Shares
     under  and  as  defined  in  this  Agreement),  and  all  dividends,  cash,
     instruments,  subscription  warrants,  securities  and any other rights and
     options  and other  property  from  time to time  received,  receivable  or
     otherwise  distributed  in respect of or in exchange for any or all of such
     shares; and

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                                       2

          (c) all other property  hereafter  delivered to Agent in  substitution
     for,  as  proceeds  of,  or in  addition  to  any  of  the  foregoing,  all
     certificates,  instruments  and documents  representing  or evidencing such
     property, and all cash, securities,  interest,  dividends, rights and other
     property  at any  time  and  from  time to  time  received,  receivable  or
     otherwise distributed in respect of or in exchange for any or all thereof.

     2. Security for Liabilities.  The Pledged Collateral secures the payment of
all of the  "Liabilities",  as such term is  defined in the Loan  Agreement,  to
Agent  and/or  Lender,  whether  for  principal,  interest,  fees,  expenses  or
otherwise,  and all  obligations of the Pledgor now or hereafter  existing under
this Agreement.

     3. Delivery of Pledged Shares. All certificates,  instruments or documents,
if any,  representing or evidencing the Pledged Shares shall be delivered to and
held by or on behalf of Agent pursuant  hereto and shall be in suitable form for
transfer by delivery,  shall be  accompanied  by duly  executed  instruments  of
transfer or  assignment  in blank,  all in form and  substance  satisfactory  to
Agent.  In the event any or all of the Pledged  Shares are  evidenced  by a book
entry,  Pledgor  shall execute and deliver or cause to be executed and delivered
to Agent such control agreements,  documents,  and agreements as are required by
Agent to create and perfect a security interest in such  uncertificated  Pledged
Shares.  In  addition,  Agent  shall  have the  right  at any  time to  exchange
certificates  or  instruments  representing  or  evidencing  Pledged  Shares for
certificates or instruments of smaller or larger denominations.

     4.  Representations and Warranties.  The Pledgor represents and warrants as
follows:

          (a) The Pledged  Shares have been duly  authorized  and validly issued
     and are fully paid and non-assessable.

          (b) The  Pledgor  is, or at the time of any future  delivery,  pledge,
     assignment  or  transfer  will be,  the legal and  beneficial  owner of the
     Pledged Collateral,  free and clear of any lien, security interest, pledge,
     warrant, option, purchase agreement,  shareholders' agreement, restriction,
     redemption  agreement or other charge,  encumbrance  or  restriction of any
     nature  on the  Pledged  Collateral,  except  for the liens in favor of the
     Subordinated  Lender, which are subordinate and junior to the liens created
     in favor of the Agent  hereunder  and under the Loan  Agreement,  with full
     right to deliver,  pledge,  assign and transfer the Pledged  Collateral  to
     Agent as Pledged Collateral hereunder.

          (c) The pledge and delivery of the Pledged Collateral pursuant to this
     Agreement  creates a valid,  perfected  security  interest  in the  Pledged
     Collateral, securing the payment of the Liabilities.

          (d) No authorization,  approval,  or other action by, and no notice to
     or filing with, any  governmental  authority or regulatory body is required
     either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant
     to this  Agreement or for the  execution,  delivery or  performance of this
     Agreement by the  Pledgor,  or (ii) for the exercise by Agent of the voting
     or other rights  provided for in this  Agreement or the remedies in respect
     of the  Pledged  Collateral  pursuant to this  Agreement  (except as may be
     required in connection  with a disposition of such shares by laws affecting
     the offering and sale of securities generally).

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                                       3

          (e) The  Pledgor  has full  power  and  authority  to enter  into this
     Agreement and has the right to vote,  pledge and grant a security  interest
     in the Pledged Collateral as provided by this Agreement.

          (f) None of the  Pledged  Shares has been issued in  violation  of any
     federal,  state or other law, regulation or rule pertaining to the issuance
     of securities, or in violation of any rights,  pre-emptive or otherwise, of
     any  present or past  stockholder  of any Issuer  described  in  Schedule I
     attached hereto and made a part hereof.

     5. Further Assistance. The Pledgor agrees that at any time and from time to
time,  at the expense of the  Pledgor,  the Pledgor  will  promptly  execute and
deliver,  or cause to be  executed  and  delivered,  all  certificates,  if any,
representing the Pledged Shares, stock powers, proxies, assignments, instruments
and documents;  will take all steps necessary to properly  register the transfer
of  the  security  interest  hereunder  on  the  books  of  the  Issuer  of  any
uncertificated  securities  included  in the Pledged  Shares;  and will take all
further action that may be necessary or desirable,  or that Agent may request in
its sole  discretion,  in order to perfect  and protect  any  security  interest
granted or  purported  to be granted  hereby or to enable  Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged Collateral
and to carry out the provisions and purposes hereof.

     6. Voting Rights; Dividends; Etc.

          (a) So long  as no  Event  of  Default  (as  hereinafter  defined)  is
     continuing:

               (i) The Pledgor  shall be entitled to exercise any and all voting
          and other  consensual  rights  pertaining to the Pledged Shares or any
          part thereof for any purpose not  inconsistent  with the terms of this
          Agreement or the Loan Agreement;  provided,  however, that the Pledgor
          shall not exercise nor shall it refrain from exercising any such right
          if such action  could have a material  adverse  effect on the value of
          the Pledged Collateral or any part thereof.

               (ii) The Pledgor  shall be entitled to receive and retain any and
          all dividends and interest paid in respect of the Pledged  Collateral,
          provided  however,  that any and all  dividends  and interest  paid or
          payable  other than in cash in respect of, and  instruments  and other
          property received,  receivable or otherwise distributed in respect of,
          or in exchange for, any Pledged  Collateral  (other than in connection
          with  the  complete   liquidation  of  an   Issuer).shall  be  Pledged
          Collateral,  shall be forthwith  delivered to Agent to hold as Pledged
          Collateral and shall, if received by the Pledgor, be received in trust
          for the benefit of Agent,  be  segregated  from the other  property or
          funds of the Pledgor,  and be forthwith  delivered to Agent as Pledged
          Collateral  in the  same  form  as so  received  (with  any  necessary
          endorsement).

               (iii) The  Pledgor  shall  execute  and  deliver  (or cause to be
          executed  and   delivered)   to  Agent  all  such  proxies  and  other
          instruments  as Agent may  (reasonably)  request  for the  purpose  of
          enabling  Agent to exercise  the voting and other  rights  which it is
          entitled to exercise  pursuant to  paragraph  (i) above and to receive
          the dividends or interest  payments  which it is authorized to receive
          pursuant to paragraph (ii) above.

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                                       4

          (b) Upon the  occurrence  and  during the  continuance  of an Event of
     Default (as hereinafter defined):

               (i) All rights of the  Pledgor to  exercise  the voting and other
          consensual  rights  which it would  otherwise  be entitled to exercise
          pursuant to Section  6(a)(i) and to receive the dividends and interest
          payments which it would  otherwise be authorized to receive and retain
          pursuant to Section  6(a)(ii)  shall cease,  and all such rights shall
          thereupon  become vested in Agent which shall  thereupon have the sole
          right to  exercise  such  voting  and other  consensual  rights and to
          receive and hold as Pledged  Collateral  such  dividends  and interest
          payments; and

               (ii) All  dividends and interest  payments  which are received by
          the  Pledgor  contrary  to the  provisions  of  paragraph  (i) of this
          Section  6(b)  shall be  received  in trust for the  benefit of Agent,
          shall be  segregated  from  other  funds of the  Pledgor  and shall be
          forthwith paid over to Agent as Pledged Collateral in the same form as
          so received (with any necessary endorsements).

     7. Transfers and Other Liens; Additional Shares. The Pledgor agrees that it
will not (i) sell,  assign,  transfer,  convey,  exchange,  pledge or  otherwise
dispose of, or grant any option,  warrant,  right,  contract or commitment  with
respect to, any of the Pledged  Collateral  without the prior written consent of
Agent, or (ii) create or permit to exist any lien,  security  interest,  pledge,
proxy, purchase arrangement,  restriction, redemption agreements,  shareholders'
agreement  or other  charge or  encumbrance  upon or with  respect to any of the
Pledged  Collateral,  except for the lien created by this Agreement and the lien
in favor of the Subordinated Lender.

     8. Application of Proceeds of Sale or Cash Held as Collateral. The proceeds
of sale of Pledged  Collateral  sold pursuant to this Agreement  and/or the cash
held as Pledged  Collateral  hereunder shall (unless delivered to the applicable
Pledgor,  in which  case the  terms of the Loan  Agreement  shall  apply) be (a)
retained by Agent as cash collateral for the Liabilities, or (b) at the election
of Agent, applied by Agent as follows:

     First:  to payment of the costs and  expenses of such sale,  including  the
out-of-pocket  expenses  of Agent  and the  reasonable  fees  and  out-of-pocket
expenses of counsel employed in connection therewith,  and to the payment of all
advances made by Agent for the account of the Pledgor hereunder, and the payment
of all costs and expenses  incurred by Agent in connection  with the enforcement
of this  Agreement,  to the extent that such advances,  costs and expenses shall
not have been reimbursed to Agent;

     Second:  to the payment of interest  accrued and unpaid,  if any, on any of
the  Liabilities to and including the date of such  application  and then to the
payment or  prepayment  of principal of any of the  Liabilities  and then to the
payment of the balance of the  Liabilities  in such order as Agent may determine
in its sole discretion; and

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     Third: the balance,  if any, of such proceeds shall be paid to the Pledgor,
or its  successors  or  assigns,  or as a court of  competent  jurisdiction  may
direct.

     9. Agent Appointed  Attorney-in-Fact.  The Pledgor hereby appoints Agent as
the Pledgor's  attorney-in-fact,  with full  authority in the place and stead of
the Pledgor and in the name of the  Pledgor or  otherwise,  from time to time in
Agent's  reasonable  discretion to take any action and to execute any instrument
which Agent may deem  necessary or advisable to accomplish  the purposes of this
Agreement,  including,  without limitation,  to receive, endorse and collect all
instruments  made payable to the Pledgor  representing  any  dividend,  interest
payment or other  distribution in respect of the Pledged  Collateral or any part
thereof, as and when Agent is permitted to do so in accordance with the terms of
this Agreement, and to give full discharge for the same.

          (a) Agent May Perform.  If the Pledgor  fails to perform any agreement
     contained herein,  Agent may itself perform,  or cause performance of, such
     agreement, and the expenses of Agent incurred in connection therewith shall
     be payable by the Pledgor under Section 16.

     10.  Reasonable  Care.  Agent shall be deemed to have exercised  reasonable
care in the custody and preservation of the Pledged Collateral in its possession
if the Pledged  Collateral  is accorded  treatment  substantially  equal to that
which Agent accords its own property,  it being  understood that Agent shall not
have any  responsibility  for (i)  ascertaining or taking action with respect to
calls, conversions,  exchanges, maturities, tenders or other matters relative to
any Pledged Collateral,  whether or not Agent has or is deemed to have knowledge
of such matters,  or (ii) taking any necessary  steps to preserve rights against
any parties with respect to any Pledged Collateral; provided, however, that upon
the  Pledgor's  instruction,  Agent  shall use  reasonable  efforts to take such
action as the Pledgor directs Agent to take with respect to calls,  conversions,
exchanges,  maturities,  tenders,  rights against other parties or other similar
matters relative to the Pledged Collateral,  but failure of Agent to comply with
any such request shall not of itself be deemed a failure to exercise  reasonable
care,  and no failure of Agent to preserve or protect any rights with respect to
the Pledged Collateral  against prior parties,  or to do any act with respect to
preservation of the Pledged Collateral not so requested by the Pledgor, shall be
deemed a failure to exercise  reasonable  care in the custody or preservation of
the Pledged Collateral.

     11. Subsequent  Changes  Affecting  Collateral.  The Pledgor  represents to
Agent that the Pledgor  has made its own  arrangements  for keeping  informed of
changes or potential changes affecting the Pledged  Collateral  (including,  but
not limited to, rights to convert,  rights to  subscribe,  payment of dividends,
reorganization  or other  exchanges,  tender offers and voting rights),  and the
Pledgor  agrees  that  Agent  shall  have no  responsibility  or  liability  for
informing the Pledgor of any such changes or potential changes or for taking any
action or omitting to take any action with respect thereto.

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                                       6

     12. Events of Default; Remedies upon an Event of Default.

          (a) The  occurrence of any one or more of the  following  events shall
     constitute an "Event of Default" by Pledgor under this Agreement:

               (i) there occurs an Event of Default  under and as defined in the
          Loan Agreement  (after giving effect to any  applicable  cure or grace
          periods as set forth in the Loan Agreement);

               (ii) the Pledgor  fails to perform or observe any term,  covenant
          or agreement  contained in this  Agreement on its part to be performed
          or observed,  or any representation or warranty made by the Pledgor in
          this Agreement  shall be untrue or misleading in any material  respect
          as of the date with respect to which such  representation  or warranty
          was made (after giving effect to any applicable  cure or grace periods
          as set forth in the Loan Agreement);

               (iii) a notice of lien,  levy or  assessment is filed or recorded
          with respect to all or a substantial  part of the Pledged  Collateral,
          except for Permitted Liens; and

               (iv)  all or a  substantial  part of the  Pledged  Collateral  is
          attached,  seized,  subjected  to a writ or  distress  warrant,  or is
          levied upon, or comes within the possession of any receiver,  trustee,
          custodian or assignee for the benefit of creditors.

          (b) If any Event of Default shall be continuing,  Agent shall have, in
     addition to all other  rights given by law or by this  Agreement,  the Loan
     Agreement or otherwise,  all of the rights and remedies with respect to the
     Pledged  Collateral  of a secured party under the Uniform  Commercial  Code
     ("Code") as adopted in the  Commonwealth  of  Pennsylvania at that time and
     Agent may,  without  notice and at its option,  transfer  or  register  the
     Pledged  Collateral or any part thereof on the books of the Issuer  thereof
     into  the  name  of  Agent  or  Agent's  nominee(s),  with or  without  any
     indication that such Pledged Collateral is subject to the security interest
     hereunder.  In addition, with respect to any Pledged Collateral which shall
     then be in or shall  thereafter  come into the  possession  or  custody  of
     Agent, Agent may sell or cause the same to be sold at any broker's board or
     at public or private  sale,  in one or more sales or lots, at such price or
     prices  as  Agent  may  deem  best,  for cash or on  credit  or for  future
     delivery,  without  assumption of any credit risk.  The purchaser of any or
     all Pledged  Collateral so sold shall  thereafter hold the same absolutely,
     free from any claim,  encumbrance or right of any kind  whatsoever,  except
     for claims,  encumbrances or rights that may arise without the knowledge or
     consent of the Pledgor.  Unless any of the Pledged Collateral  threatens to
     decline  speedily in value or is or becomes of a type sold on a  recognized
     market, Agent will give the Pledgor reasonable notice of the time and place
     of any public sale thereof,  or of the time after which any private sale or
     other  intended  disposition  is  to be  made.  Any  sale  of  the  Pledged
     Collateral conducted in conformity with reasonable  commercial practices of
     banks,  insurance  companies,   commercial  finance  companies,   or  other
     financial  institutions  disposing  of  property  similar  to  the  Pledged

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     Collateral shall be deemed to be commercially reasonable.  Any requirements
     of  notice  shall  deemed  to  be  a  reasonable  authenticated  notice  of
     disposition if it is mailed to the Pledgor as provided in Section 20 below,
     at least  five (5) days  before  the time of the sale or  disposition.  Any
     other  requirement of notice,  demand or advertisement  for sale is, to the
     extent  permitted by law,  waived.  Agent may disclaim any warranties  that
     might arise in connection with the sale or other disposition of the Pledged
     Collateral  and Agent has no obligation  to provide any  warranties at such
     time.  Agent may,  in its own name or in the name of a designee or nominee,
     buy any of the Pledged  Collateral  at any public sale and, if permitted by
     applicable  law, at any private sale. All expenses  (including  court costs
     and  reasonable  attorneys'  fees and expenses  actually  incurred)  of, or
     incident  to, the  enforcement  of any of the  provisions  hereof  shall be
     recoverable  from the proceeds of the sale or other  disposition of Pledged
     Collateral.  In view of the fact that federal and state securities laws may
     impose  certain  restrictions  on the method by which a sale of the Pledged
     Collateral  may be effected  after an Event of Default,  the Pledgor agrees
     that upon the  occurrence or existence of any Event of Default,  Agent may,
     from  time  to  time,  attempt  to  sell  all or any  part  of the  Pledged
     Collateral by means of a private  placement,  restricting  the  prospective
     purchasers  to  those  who can  make  the  representations  and  agreements
     required of purchasers of  securities in private  placements.  In so doing,
     Agent may solicit offers to buy the Pledged Collateral,  or any part of it,
     for  cash,  from a  limited  number  of  investors  deemed  by Agent in its
     judgment,  to be responsible  parties who might be interested in purchasing
     the Pledged  Collateral,  and if Agent  solicits such offers from not fewer
     than three (3) such investors,  then the acceptance by Agent of the highest
     offer obtained  therefrom  shall be deemed to be a commercially  reasonable
     method of disposition of the Pledged Collateral.

     In addition,  during the continuance of an Event of Default,  all rights of
the Pledgor to exercise the voting and other rights which it would  otherwise be
entitled to exercise and to receive cash dividends and interest payments,  shall
cease, and all such rights shall thereupon become vested in Agent as provided in
Section 6.

     13.  Authority  of Agent.  Agent shall have and be entitled to exercise all
such  powers  hereunder  as are  specifically  delegated  to Agent by the  terms
hereof,  together with such powers as are incidental thereto.  Agent may execute
any of its duties  hereunder by or through  agents or employees.  Neither Agent,
nor any director,  officer,  agent or employee of Agent, shall be liable for any
action  taken or omitted to be taken by it or them  hereunder  or in  connection
herewith,  except for its or their own gross  negligence or willful  misconduct.
The Pledgor  hereby agrees to indemnify and hold harmless  Agent and/or any such
director,  officer,  agent or employee  from and  against any and all  liability
incurred  by any of them,  hereunder  or in  connection  herewith,  unless  such
liability  shall  be due to  its  or  their  own  gross  negligence  or  willful
misconduct.

     14.  Termination.  This Agreement  shall terminate when all the Liabilities
have been fully paid and  performed,  at which time  Agent  shall  reassign  and
redeliver (or cause to be reassigned and  redelivered) (a) in the event that the
Subordinated  Debt  remains   outstanding,   to  the  Subordinated  Lender,  and
otherwise, (b) to the Pledgor, or to such person or persons as the Pledgor shall
designate, against receipt, such of the Pledged Collateral (if any) as shall not
have been sold or  otherwise  applied by Agent  pursuant to the terms hereof and
shall still be held by it hereunder,  together with  appropriate  instruments of
reassignment and release.  Any such reassignment  shall be without recourse upon
or warranty by Agent and at the expense of the Pledgor.

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     15. Expenses.  The Pledgor agrees to reimburse Agent and Lender,  on demand
for any and all reasonable expenses,  including the reasonable fees and expenses
actually  incurred of its counsel and of any experts and agents,  which Agent or
Lender may incur in connection  with (i) the  administration  of this Agreement,
(ii)  the  custody  or  preservation  of,  or the  registration  of the  Pledged
Collateral,  (iii) the  exercise  or  enforcement  of any of the rights of Agent
hereunder,  or (iv) the  failure by the Pledgor to perform or observe any of the
provisions hereof.

     16.  Security  Interest  Absolute.  All rights of Agent  and/or  Lender and
security  interests  hereunder,  and all  obligations of the Pledgor  hereunder,
shall be absolute and unconditional irrespective of:

          (i) any lack of validity or enforceability of the Loan Agreement or an
     other agreement or instrument relating thereto;

          (ii) any change in the time,  manner or place of payment of, or in any
     other term of, all or any of the  Liabilities,  or any other  amendment  or
     waiver of or any consent to any departure from the Loan Agreement;

          (iii) any exchange,  surrender, release or non-perfection of any other
     collateral,  or any  release  or  amendment  or  waiver  of or  consent  to
     departure from any guaranty, for all or any of the Liabilities; or

          (iv) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Pledgor in respect of the  Liabilities
     or of this Agreement.

     17.  Amendments,  Waivers  and  Consents.  No  amendment  or  waiver of any
provision  of  this  Agreement  nor  consent  to any  departure  by the  Pledgor
herefrom,  shall in any event be  effective  unless the same shall be in writing
and  signed  by Agent,  and then such  amendment,  waiver  or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

     18.  Notices.  Any  notice  required  or  desired  to be  served,  given or
delivered hereunder shall be in writing (including facsimile transmission),  and
shall be deemed to have been validly served, given or delivered upon the earlier
of (a)  personal  delivery  to the  address  set forth  below (b) in the case of
mailed  notice,  three (3) days after deposit in the United  States mails,  with
proper postage for certified mail, return receipt requested,  prepaid, or in the
case of notice by Federal Express or other reputable  overnight courier service,
one (1) Business Day after delivery to such courier service, and (c) in the case
of facsimile  transmission,  upon  transmission  with  confirmation  of receipt,
addressed to the party to be notified as follows:

    If to the Pledgor:           1290 Automobile Boulevard
                                 Clearwater, FL 33762
                                 Attention:  Todd Siegel, President
                                 Facsimile Number:  (727) 540-0547

    With a copy to:              Kilpatrick Stockton LLP
                                 301 South College Street, Suite 3500
                                 Charlotte, NC 28202
                                 Attention: Francis C. Pray, Esq.
                                 Facsimile Number: (704) 371-8306

    If to Agent:                 LaSalle Business Credit, Inc.
                                 1735 Market Street, Suite 660
                                 Philadelphia, PA 19103
                                 Attention:  Jeffrey M. Joslin, Vice President
                                 Facsimile Number:  (267) 386-8844

    With a copy to:              Wolf, Block, Schorr and Solis-Cohen, LLP
                                 1650 Arch Street, 22nd Floor
                                 Philadelphia, PA 19103
                                 Attention: Bruce R. Lesser, Esq.
                                 Facsimile Number: (215) 977-2334

     or to such other address as any of the parties may hereafter  designate for
itself by written notice to the other parties in the manner herein prescribed.

     19. Continuing Security Interest.  This Agreement shall create a continuing
security  interest in the Pledged  Collateral and shall (i) remain in full force
and effect until  payment in full of the  Liabilities;  (ii) be binding upon the
Pledgor,  its successors  and assigns;  and (iii) inure to the benefit of Agent,
Lender and their successors, transferees and assigns.

     20. Waivers.  The Pledgor waives  presentment and demand for payment of any
of the  Liabilities,  protest and notice of dishonor or default  with respect to
any of the  Liabilities,  and all  other  notices  to which  the  Pledgor  might
otherwise be entitled,  except as otherwise  expressly provided herein or in the
Loan Agreement or as required by applicable law.

     21. Governing Law; Terms. This Agreement shall be governed by and construed
in accordance with the internal laws (as opposed to conflict of laws provisions)
and decisions of the  Commonwealth of  Pennsylvania.  Unless  otherwise  defined
herein, terms defined in Articles 8 and 9 of the Pennsylvania Uniform Commercial
Code are used herein as therein defined.  Whenever  possible,  each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under  applicable  law,  but,  if any  provision  of  this  Agreement  shall  be
interpreted in such manner as to be ineffective or invalid under applicable law,
such  provisions  shall be  ineffective  or  invalid  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     22.  Definitions.  The singular shall include the plural and vice versa and
any gender shall include any other gender as the text shall indicate.

     23. Section  Headings.  The section  headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

<PAGE>
                                       9

     IN WITNESS  WHEREOF,  the  Pledgor,  Agent and Lender have each caused this
Agreement to be duly  executed and delivered by its officer,  if any,  thereunto
duly authorized as of the date first above written.

                             MEDICAL TECHNOLOGY SYSTEMS, INC.

                             By_________________________________
                               Name:
                               Title:

                             LIFESERV TECHNOLOGIES, INC.

                             By_________________________________
                               Name:
                               Title:

                             LASALLE BUSINESS CREDIT, INC., as Agent

                             By_________________________________

                             Name/Title:________________________


<PAGE>
                                       10



                                   SCHEDULE I

                          Description of Pledged Shares



OWNER                          ISSUER                           NUMBER OF SHARES
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