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                    AMENDMENT TO SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

     This AMENDMENT TO SECOND  AMENDED AND RESTATED LOAN AND SECURITY  AGREEMENT
(this  "Amendment"),  dated  as of  ____________,  1998,  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 and a
debtor and  debtor-in-possession  in proceedings pending under Chapter 11 of the
United States  Bankruptcy Code ("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,  NATIONAL  ASSOCIATION,
formerly ASouthTrust Bank of Alabama,  National Association, "a national banking
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 (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,  certain  defaults have occurred  under the Loan Agreement and the
Borrowers and Siegel have requested that  SouthTrust (i) waive the occurrence of
these defaults and, (ii) consent to certain  transactions  to be entered into by
certain of the  Borrowers  which are not  permitted by the express  terms of the
Loan Agreement; and

     WHEREAS,  MTS has formed LifeServ as a wholly-owned  subsidiary of MTS, and
LifeServ  has  agreed  to  assume  joint and  several  liability  for all of the
Obligations (as defined in the Loan Agreement),  on the terms and subject to the
conditions set forth herein; and

     WHEREAS,  in order to accommodate  the Borrowers=  various  requests and to
evidence  LifeServ=s  assumption of liability for the  Obligations,  the parties
hereto have  determined  that it is necessary to amend the Loan Agreement on the
terms and conditions set forth herein;

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     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  by adding  the  following
     definitions to Section 1.1 thereof:

          ""Amendment"  means the Amendment to Second  Amended and Restated Loan
     and Security  Agreement,  dated as of __________,  1998,  among each of the
     Borrowers, Siegel and SouthTrust."

          ""Consolidated Excess Cash Flow" means, for each fiscal quarter of the
     Borrowers,  net income of all Borrowers other than the LifeServ  Companies,
     on a consolidated  basis,  after taxes,  minus principal,  determined under
     GAAP, 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 net income, (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."

          ""LifeServ  Bridge Loan" means the loan  described in Section 3 of the
     Amendment."

          ""LifeServ  Companies"  means LifeServ  Technologies,  Inc., a Florida
     corporation,   Performance  Pharmacy,   Cart-Ware,  MMS,  MMT  and  Systems
     Professionals."

          ""LifeServ  Companies  Collateral" means all Collateral  owned by the
     LifeServ  Companies (or in which they, or any of them,  have any interest),
     and all Pledged Notes of the LifeServ Companies."

          ""LifeServ  Private Placement" means the proposed private placement of
     securities by LifeServ described in Section 5 of the Amendment."

          (c) Section 1.1 of the Loan  Agreement is hereby amended  further,  by
     amending the  following  definitions  contained  therein to read,  in their
     entirety, as follows:

          ""Capital  Transaction" means (A) any sale, transfer or disposition of
     all or  substantially  all the assets or business of any of the  Borrowers,
     whether by merger, sale, transfer, exchange or other disposition of capital
     stock or assets,  consolidation,  or  otherwise,  (B) any  refinance of the
     indebtedness  evidenced by the Plan Notes,  (C) any  offering,  issuance or
     sale of any  capital  stock or  other  securities  of any of the  Borrowers
     through a private  placement or public offering,  and (D) any sale or other
     disposition by MTS or any Affiliate thereof, of any shares of capital stock
     or other securities of LifeServ or any of the other LifeServ Companies."

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          ""Fixed  Charge  Coverage"  means the  quotient  which is  obtained by
     dividing (i) the sum of the Consolidated net income of the Borrowers (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 (a) the current  portion of the Long-Term
     Liabilities  of the Borrowers as of the  applicable  date, and (b) interest
     expense, lease and rental expenses of the Borrowers for the 12-month period
     immediately  following the applicable date; provided,  that there shall not
     be  included  in the  foregoing  calculation  any  amount  attributable  to
     interest  accruing  on the  LifeServ  Bridge  Loan,  unless  and  until the
     LifeServ Bridge Loan has matured."

          ""Net Proceeds" means,

          (A) with respect to any Capital  Transaction  (other than the LifeServ
     Private Placement and any Capital Transaction  involving any one or more of
     the LifeServ  Companies which occurs after the consummation of the LifeServ
     Private  Placement),  the gross  proceeds  received  or  derived  from such
     Capital Transaction, whether in cash, stock or other property, less (i) all
     expenses (not including any payments or  consideration  of any kind paid to
     any Affiliate of any Borrower) which are directly and actually  incurred by
     Borrowers  in  connection  with  such  Capital  Transaction,  and which are
     approved in writing by the  Lender,  and (ii) if such  Capital  Transaction
     constitutes a sale of all of the capital stock, or all or substantially all
     of the assets, of MTS Labs or any of the LifeServ  Companies,  and if prior
     to  such  Capital  Transaction,  all or  any  portion  of the  Amortization
     Principal  Amount has been  refinanced  in compliance  with all  applicable
     provisions  of  this  Agreement  (including  Section  6.2(H)),  the  amount
     required to repay such refinanced  Indebtedness;  provided, that the amount
     deducted pursuant to this clause shall not exceed $2,000,000.00 in the case
     of a Capital  Transaction  with respect to MTS Labs or $1,000,000.00 in the
     case of a Capital  Transaction  with respect to one or more of the LifeServ
     Companies; and

          (B) with respect to any Capital Transaction  involving any one or more
     of the  LifeServ  Companies  which  occurs  after the  consummation  of the
     LifeServ  Private  Placement,  the gross proceeds derived from such Capital
     Transaction to the extent  received by, or payable to, MTS or any Affiliate
     of MTS then owning capital stock or other  securities of any one or more of
     the LifeServ Companies, whether in cash, stock or other property; and

          (C) with  respect to any Causes of Action,  "Net  Proceeds"  means the
     gross proceeds  derived from any such Cause of Action,  whether pursuant to
     jury  verdict,  judgment or  settlement,  less all  reasonable  legal fees,
     expenses  and court  costs  actually  incurred by the  Borrowers  which are
     directly related to the prosecution of such Causes of Action."


     2. Formation of LifeServ; Assumption of Liability by LifeServ.

          (a)  SouthTrust  hereby  consents to the  formation by MTS of LifeServ
     and,  subject to the terms and conditions  contained in this Amendment,  to
     the  transfer by  Performance  Pharmacy,  Cart-Ware,  MMS,  MMT and Systems
     Professionals,  of all or substantially  all of their respective assets and
     liabilities to LifeServ. The parties hereby agree that, upon such transfer,

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     all of the assets and properties so transferred shall be and remain subject
     in all respects to the security interest and lien in favor of SouthTrust as
     described in the Loan  Agreement.  The Borrowers  and the Guarantor  hereby
     agree to notify  SouthTrust in writing upon the occurrence of such transfer
     and,  promptly  upon  request  by  SouthTrust,  to execute  and  deliver to
     SouthTrust  all  documents,  instruments  and  things,  including,  without
     limitation,  UCC financing statements and amendment statements,  reflecting
     that the  transfer  described  herein  is  subject  to the  prior  security
     interest in favor of SouthTrust under the Loan Agreement.

          (b) LifeServ hereby assumes direct liability, jointly and severally as
     a co-obligor  with each other  Borrower under the Loan  Agreement,  for all
     Obligations  under or in  connection  with the Loan  Agreement,  including,
     without limitation, all Obligations arising under Plan Note I, subject only
     to  the  provisions  contained  in  Sections  6 and 7  hereof,  and  hereby
     acknowledges and agrees that all of LifeServ=s  assets are subject to valid
     and enforceable  security  interests in favor of SouthTrust,  as Collateral
     securing the Obligations.  In furtherance of the foregoing,  and as further
     security for the prompt satisfaction of all Obligations, in addition to any
     other or further  security  provided  under any of the Security  Documents,
     LifeServ hereby assigns and transfers to the Lender all of its right, title
     and  interest  in and to, and  grants  the Lender a lien upon and  security
     interest in, all of the following property and rights of LifeServ, wherever
     located,  whether  now  owned  or  hereafter  acquired,  together  with all
     replacements  therefor and  proceeds  (including,  but without  limitation,
     insurance  proceeds)  and products  thereof (all of which shall  constitute
     original  Collateral  under the Loan  Agreement,  as amended  hereby):  (i)
     Accounts and accounts receivable; (ii) Chattel Paper; (iii) Contracts; (iv)
     Contract  rights;  (v)  Documents;  (vi)  Equipment,  including all trucks,
     automobiles,  motor vehicles and machinery of all classes;  (vii) Fixtures;
     (viii) General Intangibles; (ix) Instruments; (x) Inventory,  including all
     goods held for sale or lease or to be furnished under contracts of service,
     raw  materials,  work in process  and  materials  to be used or consumed in
     LifeServ=s business; (xi) Furniture; (xii) Patents, trademarks,  copyrights
     and other intellectual  property (including  software) and all rights under
     licenses with respect to  intellectual  property of other  Persons;  (xiii)
     Leasehold improvements; (xiv) Interests in partnerships and joint ventures;
     (xv) Rights as seller of Goods and rights to returned or repossessed Goods;
     and (xvi) All  Records  pertaining  to any of the  Collateral.  As  further
     security for the prompt  satisfaction of all  Obligations,  LifeServ hereby
     assigns,  transfers and sets over to the Lender all of its right, title and
     interest in and to, and grants the Lender a lien on and a security interest
     in,  all  amounts  that may be owing  from  time to time by the  Lender  to
     LifeServ in any capacity, including, but without limitation, any balance or
     share  belonging  to  LifeServ  of or with  respect to any deposit or other
     account  with  the  Lender,  which  lien  and  security  interest  shall be
     independent of any right of set-off which the Lender may have.

          (c) In furtherance of the foregoing, LifeServ hereby agrees to execute
     and deliver to SouthTrust the allonge to Plan Note I, in substantially  the
     form set forth in Exhibit 2(c) attached hereto,  and to execute and deliver
     all  such  other  documents,  instruments  and  things  as  SouthTrust  may
     reasonably  request in order to evidence (i)  LifeServ=s  joint and several
     liability  under the Loan  Agreement and Plan Note I, and (ii) the security
     interests in all of LifeServ=s assets in favor of SouthTrust, as collateral
     for all Obligations.

          (d)  Each  of  the  Borrowers  hereby  acknowledges  that  all  of the
     outstanding  capital  stock in each of the  Borrowers  (other than MTS) has
     been pledged to SouthTrust as Collateral  for the  Obligations.  MTS hereby
     agrees to execute and deliver to SouthTrust  (i) a stock pledge  agreement,
     in  substantially  the form set forth as Exhibit 2(d) hereto (the "LifeServ
     Stock  Pledge  Agreement")  evidencing  the first  priority  pledge of all
     outstanding capital stock of LifeServ in favor of SouthTrust, as Collateral
     for the  Obligations,  together with (ii) the original  stock  certificates
     evidencing  all such  capital  stock and (iii) stock powers  covering  such
     capital stock, executed in favor of SouthTrust or in blank.

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     3. LifeServ Bridge Loan.

          (a) The  Borrowers  have  requested  that  SouthTrust  consent  to the
     LifeServ Companies= incurring certain short term indebtedness, in principal
     amount  not  to  exceed   $500,000.00,   and  which  would  be  secured  by
     substantially  all of their respective  assets,  and having the other terms
     and conditions set forth on Exhibit 3(a) attached  hereto (as so described,
     the "LifeServ Bridge Loan" 

          (b)  SouthTrust  hereby  consents to the  incurrence  of the  LifeServ
     Bridge  Loan,  and to the  grant  by the  LifeServ  Companies  of  security
     interests in the assets described on Exhibit 3(a) attached hereto; provided
     (i) that none of the Borrowers  other than the LifeServ  Companies shall be
     liable in any way, whether as a borrower,  guarantor or otherwise,  for any
     amounts  owed under the LifeServ  Bridge Loan,  and (ii) all of the capital
     stock of each of the LifeServ Companies, including, without limitation, any
     capital  stock  issued to the  LifeServ  Bridge  Loan  lender  pursuant  to
     warrants  or  otherwise,  shall be and remain  subject to a first  priority
     pledge in favor of SouthTrust as collateral security for all Obligations.

          (c) In furtherance  of the  foregoing,  on and as of the date on which
     the  LifeServ  Bridge Loan is  consummated,  SouthTrust  shall enter into a
     subordination  agreement with the Bridge Loan lender,  in substantially the
     form set forth in Exhibit 3(c)(i)  attached  hereto,  pursuant to which (i)
     SouthTrust  shall  subordinate its security  interests in the assets of the
     LifeServ  Companies  to the  security  interests,  securing  not more  than
     $500,000.00,  plus  accrued and unpaid  interest  thereon,  in favor of the
     LifeServ  Bridge Loan  lender,  (ii) the  LifeServ  Bridge Loan lender will
     agree to deliver to SouthTrust any original stock certificates which may be
     issued to it by any of the LifeServ  Companies  pursuant to exercise of the
     warrants  described  on Exhibit  3(a)  attached  hereto (the  "Bridge  Loan
     Warrants"),  together  with a fully  executed  stock  pledge  agreement  in
     substantially  the form set  forth in  Exhibit  3(c)(ii)  hereto  and fully
     executed (in favor of  SouthTrust or in blank) stock powers with respect to
     such stock, and (iii) the LifeServ Bridge Loan lender will agree to provide
     SouthTrust  with notice of the occurrence of any default under the LifeServ
     Bridge  Loan,  and its  taking  of any  enforcement  or  collection  action
     thereunder.

          (d)  Notwithstanding  any provision contained in the Loan Agreement to
     the  contrary,  SouthTrust  hereby  consents to (i) the use of the proceeds
     from the LifeServ  Bridge Loan for general working  capital  purposes,  and
     (ii) the  issuance by MTS to the Bridge Loan lender of warrants to purchase
     shares of common  stock in MTS in amounts  and on the terms and  conditions
     set forth on Exhibit 3(a) attached hereto.

          (e) Each of the  Borrowers  and the  Guarantor  hereby  agree that the
     occurrence of a default or event of default under the LifeServ  Bridge Loan
     and  the  commencement,   by  the  LifeServ  Bridge  Loan  lender,  of  any
     enforcement  or  collection  action  (including,  without  limitation,  any
     self-help  remedy) as a result  thereof,  shall  constitute a Major Default
     under the Loan Agreement, as amended hereby.

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     4. Connecticut Valley Hospital Contract and Related Financing.

          (a) The  Borrowers  have  requested  that  SouthTrust  consent  to the
     execution and delivery by the LifeServ Companies of certain agreements with
     the State of Connecticut or agencies of the Connecticut  State  government,
     covering the provision of certain equipment and services to the Connecticut
     Valley Hospital.  The Borrowers have also requested that SouthTrust consent
     to the  incurrence  of certain  indebtedness  by the LifeServ  Companies to
     finance certain costs  associated with the contract or agreement  described
     above.

          (b) If and to the extent SouthTrust=s consent is required by the terms
     of the Loan  Agreement,  SouthTrust  hereby  consents to the  execution and
     delivery,  by LifeServ and any one or more of the other LifeServ Companies,
     of the  contracts  and  agreements  which  are  listed or  otherwise  fully
     described on Exhibit 4(b) attached hereto, true and correct copies of which
     have been provided to SouthTrust  (collectively,  the  "Connecticut  Valley
     Contract").

          (c) SouthTrust hereby consents to the incurrence,  by LifeServ and the
     other LifeServ Companies, of indebtedness in principal amount not to exceed
     $700,000.00,  and which would be secured by a collateral  assignment of the
     Connecticut Valley Contract and by purchase money security interests in the
     property  described on Exhibit 4(c)(i)  attached  hereto (the  "Connecticut
     Valley Equipment"),  and which has the other terms and conditions set forth
     on Exhibit  4(c)(ii)  attached  hereto (as so described,  the  "Connecticut
     Valley  Debt"),  and to the grant by the  LifeServ  Companies  of  security
     interests  in the assets  described  on Exhibit  4(c)(i)  attached  hereto;
     provided,  that none of the  Borrowers  other than the  LifeServ  Companies
     shall be liable in any way, whether as a borrower,  guarantor or otherwise,
     for any amounts owed under the  Connecticut  Valley Debt,  except that,  if
     required by the lender  providing  the  Connecticut  Valley  Debt,  MTS may
     guarantee the  repayment  thereof on  substantially  the terms set forth in
     Exhibit 4(c)(iii)  attached hereto, so long as such guaranty  obligation is
     and remains unsecured.

          (d) In furtherance  of the  foregoing,  on and as of the date on which
     the  documentation  governing the  Connecticut  Valley Debt is executed and
     delivered (or as soon thereafter as is practicable),  SouthTrust  shall, if
     requested by the lender thereunder,  enter into a subordination  agreement,
     in  substantially  the form set  forth in  Exhibit  4(d)  attached  hereto,
     pursuant to which (i) SouthTrust shall  subordinate its security  interests
     in the Connecticut  Valley Contract and the Connecticut Valley Equipment to
     the security  interests,  securing not more than $700,000.00,  plus accrued
     and unpaid interest  thereon,  in favor of the lender under the Connecticut
     Valley  Debt,  and  (ii)  the  lender  thereunder  will  agree  to  provide
     SouthTrust  with  notice  of  the  occurrence  of  any  default  under  the
     Connecticut  Valley Debt,  and its taking of any  enforcement or collection
     action thereunder.

          (e)  Notwithstanding  any provision contained in the Loan Agreement to
     the contrary,  SouthTrust  hereby  consents to the use of the proceeds from
     the Connecticut  Valley Debt for the purposes specified in Exhibit 4(c)(ii)
     attached hereto.

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                                       7

          (f) Each of the  Borrowers  and the  Guarantor  hereby  agree that the
     occurrence  of a default or event of default under the  Connecticut  Valley
     Debt shall constitute a Major Default under the Loan Agreement,  as amended
     hereby.

     5. LifeServ Private Placement.

          (a) The Borrowers have requested that SouthTrust  consent to a private
     placement of securities of LifeServ,  which the Borrowers have  represented
     to  SouthTrust  (i) will  generate  net  proceeds  to  LifeServ of at least
     $3,000,000.00, (ii) will constitute an issuance and sale by LifeServ of not
     more than 40% of the outstanding capital stock of LifeServ (including,  for
     purposes of this  calculation,  any shares which are  issuable  pursuant to
     warrants, options or similar rights, including the Bridge Loan Warrants) at
     the time of  consummation  thereof,  and (iii)  will  permit  MTS to retain
     ownership of at least 60% of the outstanding  capital stock of LifeServ (as
     described above, the "LifeServ Private Placement"). The Borrowers have also
     requested  that,  in  connection  with  the  LifeServ  Private   Placement,
     SouthTrust consent to the LifeServ Companies  engagement of Jessup & Lamont
     Capital Markets,  Inc.  ("Jessup & Lamont") to serve as financial  advisors
     and investment bankers to the LifeServ Companies.

          (b) SouthTrust  hereby  consents to the LifeServ  Companies  retaining
     Jessup & Lamont,  on the terms and  conditions  set forth in the engagement
     letter  dated  December  12,  1997,  a copy of which has been  provided  to
     SouthTrust;  provided,  that Borrowers shall deliver to SouthTrust,  within
     ten (10) days after the  execution  and  delivery  of this  Amendment,  the
     written agreement of Jessup & Lamont that none of the Borrowers, other than
     the LifeServ Companies,  will incur any obligation to Jessup & Lamont under
     or in  connection  with  such  engagement  for the  payment  of any fees or
     expenses of Jessup & Lamont or otherwise.

          (c)  SouthTrust  hereby  consents to LifeServ  completing the LifeServ
     Private  Placement;  provided,  that  (i) MTS  shall  retain  at all  times
     following the consummation of the LifeServ Private Placement voting capital
     stock which constitutes at least 60% of the then outstanding  capital stock
     of LifeServ (including, for purposes of this calculation,  any shares which
     are issuable pursuant to warrants, options or similar rights, including the
     Bridge Loan Warrants), and (ii) all capital stock of LifeServ and the other
     LifeServ  Companies which is owned by MTS or any Affiliate of MTS following
     the  consummation  of the LifeServ  Private  Placement  shall be and remain
     subject to the first priority pledge in favor of SouthTrust,  as Collateral
     security for all Obligations.

          (d) The parties hereby acknowledge that the LifeServ Private Placement
     constitutes a Capital  Transaction under the Loan Agreement.  Nevertheless,
     SouthTrust hereby agrees that, provided that no Default or Event of Default
     occurs and is then continuing as of the date on which the LifeServ  Private
     Placement is consummated,  the Borrowers shall not be obligated to make the
     payments to  SouthTrust  that would  otherwise  be due and  payable,  under
     Sections  2.4(B)  and  2.4(E)  of the Loan  Agreement,  on  account  of the
     occurrence of the LifeServ Private Placement.

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                                       8

               (e) Section  6.1(A) of the Loan  Agreement  is hereby  amended by
          adding  a new  subsection  (10)  at the  end  thereof,  to read in its
          entirety as follows:

                    "(10)Upon   the   consummation   of  the  LifeServ   Private
               Placement,  MTS shall deliver to SouthTrust a certificate  signed
               by the  President  of MTS,  certifying  (i)  the  fact  that  the
               LifeServ Private Placement has been consummated, (ii) that shares
               of  capital  stock  constituting  not  more  than 40% of the then
               outstanding  capital  stock of  LifeServ  have been issued in the
               LifeServ  Private  Placement,  (iii)  that the  LifeServ  Private
               Placement has generated net proceeds of at least $3,000,000.00 to
               LifeServ,  and (iv) that MTS continues to hold,  beneficially and
               of record,  shares of LifeServ  constituting  at least 60% of the
               outstanding capital stock of LifeServ (including, for purposes of
               this  calculation,  any shares  which are  issuable  pursuant  to
               warrants,  options or similar  rights,  including the Bridge Loan
               Warrants)."

     6. Effect of LifeServ Private Placement.  The Borrowers have requested that
SouthTrust agree that, upon the consummation of the LifeServ Private  Placement,
LifeServ and the other  LifeServ  Companies (if and to the extent that the other
LifeServ  Companies  continue to exist) be released from their obligations under
the Loan Agreement,  and that they no longer constitute "Borrowers" as that term
is defined in the Loan  Agreement.  In addition to the foregoing,  the Borrowers
have requested that,  upon such  consummation,  SouthTrust  agree to release its
pledge of capital stock in LifeServ (if any) which has  theretofore  been issued
pursuant to the Bridge Loan Warrants. In order to accomplish the foregoing,  the
parties hereto agree as follows:

          (a)  Upon the  consummation  of the  LifeServ  Private  Placement  and
     SouthTrust's  receipt of the certificate  described in Section 5(e) hereof,
     SouthTrust  shall  release from the pledge in favor of  SouthTrust  that is
     described  in Section 3(c)  hereof,  any and all capital  stock of LifeServ
     which has been issued  pursuant to the Bridge Loan  Warrants and pledged to
     SouthTrust  as required  by Section  3(c)  hereof.  In  furtherance  of the
     foregoing,  as soon as practicable  after the  consummation  of the Private
     Placement,  SouthTrust  shall  return to the  Bridge  Loan  lender  (i) any
     certificates  then in the possession of SouthTrust  and evidencing  capital
     stock pledged to  SouthTrust  by the Bridge Loan lender,  (ii) the original
     stock  powers  described  in Section  3(c)  hereof,  and (iii) the original
     signed copy of the stock pledge agreement described in Section 3(c) hereof.

          (b) Section  4.8(B) of the Loan Agreement is hereby amended to read in
     its entirety as follows:

                    "(B) The LifeServ Companies.  Provided that no Major Default
               shall have occurred and be continuing  hereunder,  under the Plan
               Notes, or under the Security Documents,  on and as of the earlier
               of (i) the date on which the  requirements  set forth in  Section
               4.8(D) have been satisfied,  (ii) the date on which  seventy-five
               percent (75%) of all principal  payments  theretofore paid by the
               Borrowers  to  the  Lender  with  respect  to  the   Amortization
               Principal  Amount,  plus all additional  amounts (if any) paid to
               the Lender  pursuant  to the  provisions  of  Section  2.4(B)(i),
               equals,  in the  aggregate,  $1,000,000.00,  or (iii) the date on
               which the LifeServ Private  Placement shall have been consummated
               and SouthTrust shall have received the certificate required to be
               delivered  pursuant  to  Section  6.1(A)(10)  hereof,  the liens,
               security  interests  and pledges  arising  hereunder or under the
               Security  Documents  in favor of the Lender  with  respect to the
               LifeServ  Companies  Collateral  shall  be  released.   Upon  the

<PAGE>
                                       9

               occurrence  of such event,  the Lender  will  execute any and all
               UCC-3 release statements necessary to evidence such release which
               are  presented  to the Lender by  Borrowers  (provided  that such
               release   statements   are  in  form  and  substance   reasonably
               acceptable  to the  Lender),  and will return the same,  together
               with the Pledged Notes issued by the LifeServ  Companies,  to MTS
               within  thirty  (30) days  after  the  Lender's  receipt  of such
               release  statements.  The Borrowers  shall be entitled,  at their
               sole expense, to record or file the same in the applicable filing
               offices."

          (c) Section  4.8(E) of the Loan Agreement is hereby amended to read in
     its entirety as follows:

                    "(E)  Release of  Collateral  Not a Waiver or Release of the
               Obligations.  Except as  expressly  provided  in  Section  4.8(F)
               below, in no event shall the Lender's  release of its interest in
               any Collateral,  under this Section 4.8 or otherwise,  constitute
               or be deemed to constitute a waiver,  release or  modification of
               the  Obligations  of the  Borrowers  hereunder  or under the Plan
               Notes or of the  obligations of the Guarantor  under the Guaranty
               Agreement,  nor shall any such  release of  Collateral  impair or
               have any effect upon the Lender's  rights  hereunder or under the
               Guaranty Agreement,  or its interests in any other Collateral not
               expressly   released  by  the  Lender.   In  furtherance  of  the
               foregoing,  the Guarantor and each of the Borrowers hereby agree,
               jointly and severally,  that (i) all  Obligations  then remaining
               hereunder  or under the Plan Notes shall remain in full force and
               effect  after any such  release  of  Collateral,  (ii)  except as
               otherwise  expressly  provided  in  the  Guaranty,  the  Guaranty
               Agreement  shall  remain in full force and effect  after any such
               release of Collateral  and will not be, and will not be deemed to
               be,  impaired by any such  release of  Collateral,  and (iii) the
               Three-Party  Agreement,  the Collateral Patent Assignment and the
               Subordination  Agreement  shall  remain in full  force and effect
               after any such release of Collateral."

          (d) Section 4.8 of the Loan  Agreement  is hereby  amended  further by
     adding,  at the end thereof,  a new subsection (F), to read in its entirety
     as follows:

                    "(F) Release of LifeServ  Companies  and LifeServ  Companies
               Collateral Upon  Consummation of the LifeServ Private  Placement.
               Notwithstanding  any provision to the contrary  contained herein,
               provided  that  no  Major  Default  shall  have  occurred  and be
               continuing hereunder,  under the Plan Notes or under the Security
               Documents,  then upon the  consummation  of the LifeServ  Private
               Placement and SouthTrust's receipt of the certificate  described
               in Section  6.1(A)(10)  hereof,  the LifeServ  Companies shall be
               released from all further liability hereunder for the Obligations
               (except for their obligations contained in Sections 6.2(H)(8) and
               6.2(W) hereof),  and from and after the date of such release, all
               references   contained  herein  or  in  the  Plan  Notes  to  the
               "Borrowers" shall be deemed to exclude from that  reference each
               of  the  LifeServ  Companies.  Each  of  the  Borrowers  and  the
               Guarantor   hereby  agrees  that  any  release  of  the  LifeServ
               Companies  from the  Obligations  pursuant to this Section 4.8(F)
               shall not constitute or be deemed to constitute a waiver, release
               or  modification  of the  Obligations of the remaining  Borrowers
               hereunder  or under the Plan Notes or of the  obligations  of the
               Guarantor  under  the  Guaranty  Agreement,  nor  shall  any such
               release  impair  or have  any  effect  upon the  Lender's  rights
               hereunder  against  or  with  respect  to any  of  the  remaining

<PAGE>
                                       10

               Borrowers,  or under the Guaranty Agreement,  or its interests in
               any other  Collateral  not expressly  released by the Lender.  In
               furtherance  of the  foregoing,  the  Guarantor  and  each of the
               Borrowers  hereby  agree,  jointly  and  severally,  that (i) all
               Obligations  then  remaining  hereunder  or under the Plan  Notes
               shall  remain in full force and effect  after any such release of
               the LifeServ Companies,  (ii) the Guaranty Agreement shall remain
               in full force and effect  after any such release and will not be,
               and will not be deemed to be, impaired by any such release of the
               LifeServ   Companies   from  the   Obligations,   and  (iii)  the
               Three-Party  Agreement,  the Collateral Patent Assignment and the
               Subordination  Agreement  shall  remain in full  force and effect
               after any such release."

     7. Amendments With Respect to Plan Note I.

          (a) Section  2.4(B) of the Loan Agreement is hereby amended to read in
     its entirety as follows:

                    "(B)   Mandatory   Partial   Prepayments   Applied   Against
               Amortization   Principal  Amount.  In  addition  to  the  monthly
               installments   referred  to  above,   the  Borrowers  shall  make
               mandatory  partial  prepayments  of  the  Amortization  Principal
               Amount as follows:

                         (i) If,  at any time  prior to the  earlier  of (a) the
                    Maturity Date or (b) the date on which the LifeServ  Private
                    Placement is  consummated,  any Capital  Transaction  occurs
                    which involves,  directly or indirectly,  any one or more of
                    the  LifeServ  Companies  (other than the  LifeServ  Private
                    Placement),  then the  Borrowers  shall pay to the Lender an
                    amount equal to $1,000,000.00; provided, that there shall be
                    credited   against   such   amount,   an  amount   equal  to
                    seventy-five  percent  (75%)  of  the  aggregate  amount  of
                    principal  payments   theretofore  made  by  Borrowers  with
                    respect  to  the  Amortization  Principal  Amount,  up  to a
                    maximum credit amount of  $1,000,000.00  (the amount payable
                    under this Section 2.4(B)(i) is referred to as the "Software
                    Companies Release Payment");

                         (ii) Upon the  occurrence  of any  Capital  Transaction
                    which involves,  directly or indirectly,  any one or more of
                    the   LifeServ   Companies   and  which   occurs  after  the
                    consummation of the LifeServ Private Placement, then MTS and
                    any other  Borrower  or  Affiliate  thereof  then owning any
                    capital stock or other  securities of the relevant  LifeServ
                    Company(ies)  shall pay the following  amounts to SouthTrust
                    on the  date on  which  each  such  Capital  transaction  is
                    consummated:

                    (1)  If  the  Capital  Transaction  occurs  on or  prior  to
                         September  5, 1998,  an amount  equal to 40% of the Net
                         Proceeds from such Capital Transaction;

                    (2)  If the Capital  Transaction  occurs after  September 5,
                         1998,  but on or prior to September 5, 1999,  an amount
                         equal  to 30% of the Net  Proceeds  from  such  Capital
                         Transaction;

                    (3)  If the Capital  Transaction  occurs after  September 5,
                         1999,  but on or prior to the Maturity  Date, an amount
                         equal  to 20% of the Net  Proceeds  from  such  Capital
                         Transaction;

                         (iii) If, at any time prior to the Maturity  Date,  any
                    Capital  Transaction  occurs  which  involves,  directly  or
                    indirectly,  MTS Labs (or any Subsidiary thereof),  then the
                    Borrowers  shall  pay to  the  Lender  an  amount  equal  to
                    $2,000,000.00;   provided,  that  there  shall  be  credited
                    against such amount, an amount equal to seventy-five percent
                    (75%)  of  the  aggregate   amount  of  principal   payments
                    theretofore   made  by   Borrowers   with   respect  to  the
                    Amortization Principal Amount in excess of $1,000,000.00, up
                    to a maximum  credit  amount of  $2,000,000.00  (the  amount
                    payable under this Section  2.4(B)(ii) is referred to as the
                    "MTS Labs Release Payment");

                         (iv)  In  addition  to  the  foregoing,  commencing  on
                    November  1,  1998,  and  thereafter  on  the  first  day of
                    February,  May,  August and  November in each year until (a)
                    all Obligations  have been paid in full or (b) payments made
                    pursuant  to  this  Section   2.4(B)(iv)   have   aggregated
                    $1,000,000.00,  whichever first occurs, the Borrowers (other
                    than the  LifeServ  Companies)  shall pay to  SouthTrust  an
                    amount equal to 25% of Consolidated Excess Cash Flow for the
                    fiscal quarter  immediately  preceding the relevant  payment
                    date;

          All  Mandatory  prepayments  made under this  Section  2.4(B) shall be
          applied in the manner set forth in Section  2.4(C)  hereof.  Mandatory
          prepayments made by Borrowers under Sections 2.4(B)(i) and 2.4(B)(iii)
          shall be due and  payable  on the date on which the  relevant  Capital
          Transaction  is  consummated,  and shall  have the effect set forth in
          Sections 4.8(B) and (C) hereof. The Software Companies Release Payment
          and the MTS Labs Release Payment, respectively,  shall each be payable
          only once,  upon the  consummation  of the first  Capital  Transaction
          including  any of the LifeServ  Companies or MTS Labs, as the case may
          be. Mandatory  prepayments made by Borrowers under Section  2.4(B)(ii)
          shall be due and payable on the date on which each Capital Transaction
          described  therein  is  consummated.  Mandatory  prepayments  made  by
          Borrowers  under  Section  2.4(B)(iv)  shall be due and payable on the
          dates specified in such Section."

<PAGE>
                                       11

     (b) The first  sentence of Section  2.4(C) of the Loan  Agreement is hereby
amended to read as follows:

          "All  prepayments  under Plan Note I with respect to the  Amortization
          Principal Amount (whether mandatory partial  prepayments under Section
          2.4(B),  optional  prepayments  under  Section  2.4(D),  or  mandatory
          prepayments  with  respect to the  Pending  Vangard  Litigation  under
          Section  2.4(E)(iii))  shall be applied,  first to accrued interest on
          the  then  outstanding  Amortization  Principal  Amount,  and  then to
          installments of principal in inverse order of their maturity."

     (c) Section 2.4(D) of the Loan Agreement is hereby amended by adding at the
end thereof the following:

         "Except as  expressly  provided  in the next  succeeding  sentence,  no
         prepayment under this Section 2.4(D) shall have the effect of releasing
         the Borrowers from their other Obligations  hereunder.  If, on or prior
         to June 30, 1998,  the  Borrowers  prepay in full a sum equal to 85% of
         the then  outstanding  Amortization  Principal Amount under Plan Note I
         plus accrued and unpaid interest on such sum, then SouthTrust agrees to
         accept such sum, in full  satisfaction  of all  Obligations  under this
         Loan Agreement."

     (d) The first  sentence of Section  2.4(E)(ii)(a)  of the Loan Agreement is
hereby amended to read as follows:

         "Upon  the  occurrence  of any  Capital  Transaction  (other  than  the
         LifeServ  Private  Placement and any Capital  Transaction  which occurs
         after  the  consummation  of  the  LifeServ  Private  Placement)  which
         involves,  directly  or  indirectly,  any one or  more of the  LifeServ
         Companies,  then,  in  addition to any amounts  payable  under  Section
         2.4(B)(i) hereof,  the Borrowers shall pay the following amounts to the
         Lender  on  the  date  on  which  each  such  Capital   Transaction  is
         consummated:"

     (e) Section  2.4(E)(iii) of the Loan Agreement is hereby amended to read in
its entirety as follows:

                    "(iii)  Mandatory  Prepayment With Respect to Certain Causes
               of Action. If the Borrowers (or any one or more of them) commence
               the  litigation or other  prosecution  of any Causes of Action at
               any time or times prior to the Maturity  Date of Plan Note I, the
               Borrowers  shall pay to the Lender an amount  equal to (1) 50% of
               the Net Proceeds  derived from each such Cause of Action asserted
               or held by any of the Borrowers  other than Vangard Labs, and (2)
               90% of the Net  Proceeds  derived  from each such Cause of Action
               asserted  by, held by, or relating  to Vangard  Labs  (including,
               without  limitation,  any Cause of  Action  relating  to  Glasgow
               Pharmaceutical Corporation), and in each case the amount to which
               the Lender is  entitled  shall be paid within five (5) days after
               receipt  thereof by any  Borrower.  For  purposes of this Section
               2.4(E)(iii),  the lawsuit or proceeding styled,  _______________,
               Case No.  ______________  is referred to as the "Pending  Vangard
               Litigation."  Except as  expressly  provided  in  Section  2.4(D)
               hereof,  if litigation or other  prosecution of any such Cause of
               Action is commenced  prior to the  Maturity  Date of Plan Note I,
               but as of such Maturity Date the Borrowers  have not received any
               recovery therefrom,  the Borrowers' Obligation under this Section
               2.4(E)(iii)  to pay the  applicable  portion of the Net  Proceeds
               from such  Cause of  Action  to the  Lender  shall  survive  such
               Maturity Date and the termination of this Agreement.

<PAGE>
                                       12

                    All amounts paid to the Lender  under this  Section  2.4(E),
               other  than  payments   with  respect  to  the  Pending   Vangard
               Litigation,  shall be  applied  to reduce  the  Stated  Principal
               Amount  and the  Remaining  MTS Debt,  but  shall  not  reduce or
               otherwise affect the Amortization  Principal Amount.  All amounts
               paid to the Lender under this Section  2.4(E) with respect to the
               Pending  Vangard  Litigation  shall be  applied in the manner set
               forth  in  Section  2.4(C)  hereof,   notwithstanding  any  other
               provision contained herein to the contrary."

     8. Amendments to the Borrowers= Covenants.

          (a) Section  6.2(H)(8) of the Loan Agreement is hereby amended to read
     in its entirety as follows:

         "(8)     Indebtedness of one Borrower to one or more other Borrowers if
                  (i) such  Indebtedness  is incurred in the ordinary  course of
                  business and (ii) such  Indebtedness is expressly  subordinate
                  to the  Indebtedness  evidenced by the Plan Notes  pursuant to
                  agreements  containing  terms  substantially  similar to those
                  contained in the Subordination Agreement;  provided, that none
                  of the  LifeServ  Companies  shall be  permitted  to incur any
                  Indebtedness of any kind to any other Borrower."

          (b)  Section  6.2(K)  of the Loan  Agreement  is  hereby  amended,  by
     deleting  the last clause  thereof,  and  inserting  the  following in lieu
     thereof:

          "nor pay salary to those  officers  of the  Borrowers  who  constitute
          their respective chief executive  officers,  chief financial  officers
          and  chief  operating  officers  in  amounts   aggregating  more  than
          $400,000.00 per year, on a consolidated basis."

          (c) Section  6.2(L) of the Loan Agreement is hereby amended by adding,
     at the end thereof, the following:

          "Notwithstanding  the  foregoing,  to the  extent  that  purchases  of
          equipment by LifeServ and the other  LifeServ  Companies in connection
          with the Connecticut Valley Contract, which are provided for under the
          Connecticut  Valley  Debt,  constitute  the purchase or lease of Fixed
          Assets, such purchases shall be permitted hereunder."

          (d) Section 6.2(M) of the Loan Agreement is hereby amended by deleting
     the  figure,  A$505,000.00"  appearing  therein and  inserting  the figure,
     A$700,000.00" in lieu thereof.

<PAGE>
                                       13

          (e) Section  6.2(O) of the Loan Agreement is hereby amended to read in
     its entirety as follows:

               "(O) Except for (i) the  issuance of the Bridge Loan  Warrants by
          LifeServ and the issuance of capital stock pursuant thereto,  and (ii)
          the issuance of capital stock in the LifeServ Private Placement,  none
          of the Borrowers will (1) issue, redeem, purchase or retire any of its
          capital  stock  or  grant  or  issue  any  warrant,  right  or  option
          pertaining  thereto  or  other  security  convertible  into any of the
          foregoing,  including,  without limitation, any issuance,  redemption,
          re-purchase or retirement of the "debentures" described in Article VII
          of the Joint  Plan,  or (2) permit  any  transfer,  sale,  redemption,
          retirement,  or  other  change  in the  ownership  of the  outstanding
          capital stock of any of the MTS Subsidiaries."

          (f) Section 6.2 of the Loan  Agreement  is hereby  amended  further by
     adding a new subsection (W) at the end thereof,  to read in its entirety as
     follows:

               "(W) In  addition  to the  foregoing,  (1) none of the  Borrowers
          (other than the LifeServ  Companies) shall provide any cash, credit or
          other  financial   accommodation  of  any  kind  (including,   without
          limitation,  the  provision  of  services  of any kind except on terms
          under which such services are fully paid or reimbursed by the LifeServ
          Companies  within the calendar  month  during which such  services are
          provided)  to any of the  LifeServ  Companies,  and  (2)  each  of the
          LifeServ  Companies is and shall be prohibited from accepting any such
          financial  accommodation.   Notwithstanding  any  provision  contained
          herein to the contrary, this covenant shall survive any release of the
          LifeServ  Companies from their other  Obligations  hereunder which may
          occur under Section 4.8(F) hereof.  Notwithstanding the foregoing,  in
          the event that a Capital  Transaction  involving MTS Labs is permitted
          to occur  under the terms of this Loan  Agreement  and, as a result of
          such  Capital  Transaction  the  Borrowers  are  entitled  to retain a
          portion of the Net Proceeds thereof,  the Borrowers may, in their sole
          discretion,  provide funding or other financial  accommodation  to the
          LifeServ Companies solely from such Net Proceeds."

          (g)  Section  6.3(A) of the Loan  Agreement  is hereby  amended by (i)
     deleting the words,  "and thereafter" from the last line thereof,  and (ii)
     by adding a new line at the end  thereof to read,  "During  Fiscal 2001 and
     thereafter ...................................$4,000,000."

          (h) Section  6.3(B) of the Loan Agreement is hereby amended to read in
     its entirety as follows:

                "(B)     Negative Net Worth not to exceed the following:

                        From January 31, 1998 through
                         March 31, 1998.............................$6,500,000
                        During Fiscal 1999......................... $6,500,000
                        During Fiscal 2000......................... $6,000,000
                        During Fiscal 2001 and thereafter.......... $5,500,000"

<PAGE>
                                       14

                    (i)  Section  6.3(D) of the Loan Agreement is hereby amended
                         to read in its entirety as follows:

               "(D) Fixed Charge Coverage of not less than 1.5 to 1.0."

     9. Amendment of Events of Default.

          (a) Section  7.1(A)(3) of the Loan Agreement is hereby amended to read
     in its entirety as follows:

               "(3) The  Borrowers  (or any of them)  shall  fail to  observe or
          perform the  covenants  contained in Sections  6.2(A),  (B), (C), (D),
          (F), (G), (H), (I), (J), (K), (L), (M), (O), (Q), or (W);"

          (b) Section 7.1(A)(15) of the Loan Agreement is hereby amended to read
     in its entirety as follows:

               "(15) Any financial  statement or any  representation or warranty
          contained in this Agreement or in any of the other Plan Documents,  or
          otherwise  made or delivered by any of the  Borrowers or the Guarantor
          to SouthTrust  pursuant to this Agreement or any amendment thereto, in
          order to induce SouthTrust to enter into the transactions contemplated
          in this Agreement or in any such amendment,  shall be false, incorrect
          or incomplete, in any material respect, when made."


          (c) Section 7.1(A) of the Loan Agreement is hereby amended  further by
     adding, at the end thereof, the following:

               "(16) The occurrence of any default or event of default under the
          Bridge Loan and the  commencement,  by the Bridge Loan lender,  of any
          enforcement or collection action (including,  without limitation,  any
          self-help remedy) as a result thereof; or

               (17) The  occurrence of any default or event of default under the
          Connecticut  Valley Debt, or under any guaranty  thereof  executed and
          delivered by MTS."

     10. Waiver of Certain Events of Default.  Subject to the prior satisfaction
of all conditions  precedent  contained in Section 13 hereof,  SouthTrust hereby
waives the occurrence of the Events of Default which are expressly  described in
the letter from William P. Carroll to the  Borrowers  dated  December 5, 1997, a
copy of which is  attached  hereto as  Exhibit  10.  Nothing  contained  in this
Amendment  shall,  however,  constitute  or be deemed to  constitute a waiver by
SouthTrust  of the  occurrence  of any  other  Event of  Default  which may have
occurred under the Loan Agreement or any of the other Loan Documents.

<PAGE>
                                       15


     11. 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) That (i) none of the Borrowers, other than the LifeServ Companies,
     has or will incur any  liability  of any kind under the Bridge  Loan,  (ii)
     none of the Borrowers, other than the LifeServ Companies, has or will incur
     any  obligation  or  liability  of any kind  under the  Connecticut  Valley
     Contract or,  except as expressly  set forth in Section 4(c) hereof,  under
     the  Connecticut  Valley Debt, and (iii) none of the Borrowers,  other than
     the  LifeServ  Companies,  has or will incur any  liability  of any kind to
     Jessup & Lamont for fees and charges, or otherwise,  except for the initial
     payment  provided for in the engagement  letter referred to in Section 5(b)
     hereof  (which  has  either  been  fully  reimbursed  by one or more of the
     LifeServ Companies or is included within the funding referred to in Section
     11(b) hereof);

          (b) That since  November 30, 1997,  none of the Borrowers has provided
     any funding or financial  accommodation  of any kind to any of the LifeServ
     Companies, except for funding aggregating not more than $200,000.00;

          (c) That,  as of the date  hereof,  other  than the  Events of Default
     referred to in Exhibit 10 attached hereto, no Event of Default exists under
     the Loan Agreement or the other Loan Documents;

          (d) That 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 continue to be true and
     correct in all respects on the date hereof;

          (e) That the  execution,  delivery and  performance  by Borrowers  and
     Guarantor  of this  Amendment  and  the  consummation  of the  transactions
     contemplated  hereby  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,  do not  require  any  approval  or
     consent,  or filing with,  any  governmental  agency or  authority,  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 do
     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;

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

          (g) That the  Borrowers  and the  Guarantor  are  entering  into  this
     Amendment  freely and voluntarily with the advice of legal counsel of their
     own choosing.

<PAGE>
                                       16

     12. Filing of Motions,  Hearings, Etc. The Borrowers have heretofore filed,
or caused to be filed, in the Bankruptcy  Court (a) the Emergency  Motion of MTS
Packaging,  MTS Labs,  Vangard  Labs,  and MMT to Approve  Modification  of Loan
Agreement and Confirmation Order (the "Amendment Motion"), and (b) the Emergency
Motion of MMT Under Section 364(c) of the Bankruptcy Code to Authorize Pledge of
Collateral,  Execution of Bridge Loan  Documents  and  Incurrence of $500,000 of
Secured  Indebtedness  (the  "Bridge Loan  Motion").  The  Bankruptcy  Court has
scheduled  hearings on the Amendment Motion and the Bridge Loan Motion for March
30, 1998. The Borrowers and the Guarantor  hereby agree to use their  respective
best efforts to obtain the Bankruptcy  Court=s approval of both of the foregoing
motions as promptly as possible.

     13. Conditions Precedent. Notwithstanding any provision contained herein to
the contrary,  this Amendment  shall not become  effective  unless and until the
hearings  described in Section 12 hereof have occurred and the Bankruptcy  Court
shall have (a) granted the Amendment Motion and the Bridge Loan Motion,  and (b)
entered on order or orders in each of the Bankruptcy  Cases,  and in the pending
Chapter 11 Case of MMT (the "MMT Case"), in form and substance acceptable in all
respects to SouthTrust,  approving this Amendment and providing  that,  upon the
occurrence of a Major Default under the Loan Agreement,  as amended hereby,  (i)
SouthTrust  shall be  entitled  to  immediately  exercise  all of its rights and
remedies arising under the Loan Agreement,  as amended hereby and the other Loan
Documents,  or  otherwise  against  any  one or more  of the  Borrowers  and the
Guarantor,  without  further notice to, or order of, the Bankruptcy  Court,  and
(ii)  SouthTrust  shall  automatically  be entitled to relief from the automatic
stay (if then in effect) in the MMT Case.

     14. 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,  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.

<PAGE>
                                       17

     15. Ratification and Reaffirmation of Releases and Waivers.

          (a) Each of the Borrowers and the Guarantor hereby ratifies,  confirms
     and re-affirms each of the releases,  waivers and undertakings set forth in
     the  Loan  Agreement  and the  Loan  Documents,  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."

          (b) In  addition  to the  foregoing,  each  of the  Borrowers  and the
     Guarantor  hereby agree that, in addition to SouthTrust=s  other rights and
     remedies under the Loan  Agreement,  upon the occurrence of a Major Default
     under the Loan  Agreement,  as  amended  hereby,  (i)  SouthTrust  shall be
     entitled to  immediately  exercise all of its rights and  remedies  arising
     under the Loan Agreement,  as amended hereby, and the other Loan Documents,
     or otherwise  against any one or more of the Borrowers  and the  Guarantor,
     without  further  notice to, or order of, the  Bankruptcy  Court,  and (ii)
     SouthTrust  shall  automatically  be entitled to relief from the  automatic
     stay (if then in effect) in the MMT Case.

          (c) Borrowers and Guarantor  hereby  acknowledge  that the  provisions
     contained  in this  Section 15, 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.

     16. Ratification of Loan Agreement and Other Loan Documents.  Borrowers and
the Guarantor  hereby ratify and reaffirm 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.


     17.  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.

     18. Entire Agreement.  This Amendment, the Loan Agreement as amended hereby
and the other Loan Documents  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.

<PAGE>
                                       18

     19. No Waiver. 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.

     20. 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.

     21. 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.

     22. 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 and its  Participants,
officers,   directors,   stockholders,   agents,  servants,   employees,   legal
representatives,  successors  and  assigns,  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  the  Lender  or any of its
Participants,  officers, directors,  stockholders,  agents, servants, employees,
legal  representatives,  successors  or assigns,  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.

     23. 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.

<PAGE>
                                       19

     24.  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:
                                  -------------------------------

                               MEDICAL TECHNOLOGY LABORATORIES, INC.  
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------

                               MTS PACKAGING SYSTEMS, INC.
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------


<PAGE>
                                       20

                               VANGARD LABS, INC.
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------

                               VANGARD PHARMACEUTICAL PACKAGING, INC.
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------

                               PERFORMANCE PHARMACY SYSTEMS,
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------

                               CART-WARE, INC.
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------

                               MEDICATION MANAGEMENT SYSTEMS, INC.
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------

<PAGE>
                                       21


                               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>
                                       22


                               SOUTHTRUST BANK, NATIONAL ASSOCIATION
                               By:
                                   -------------------------------
                               Its:
                                   -------------------------------