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 EUREKA I, L.P.,
as Collateral Agent under the Purchase Agreement  hereinafter mentioned (in such
capacity  together  with  its  successors  and  assigns  in such  capacity,  the
"Collateral Agent").

     PRELIMINARY STATEMENTS:

          (1) Except as otherwise defined herein,  terms used herein and defined
     in the  Purchase  Agreement  (as  defined  below)  shall be used  herein as
     therein defined.

          (2)  This  Agreement  is  made  pursuant  to the  Securities  Purchase
     Agreement,  dated as of the date hereof (as amended or  otherwise  modified
     from time to time, the "Purchase Agreement"),  between the Pledgor,  Eureka
     I, L.P., as Investor (in such  capacity,  the "Investor" and the Collateral
     Agent providing,  among other things, for the purchase by Investor of Notes
     from MTS.

          (3) It is a condition precedent to the purchase of the Notes under the
     Purchase  Agreement  that the Pledgor  shall have executed and delivered to
     the Collateral Agent this Agreement.

          (4) The  Pledgor  desires to execute  this  Agreement  to satisfy  the
     conditions described in the preceding paragraph.

          (5) 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 the Collateral Agent, for its
     benefit  and  for  the  benefit  of  the  Noteholders,  and  grants  to the
     Collateral Agent, for its benefit and for the benefit of the Noteholders, 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;

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                                       2

               (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

               (c) all other  property  hereafter  delivered  to the  Collateral
          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 to the Collateral Agent and/or the  Noteholders,  whether
for principal, interest, fees, expenses or otherwise, and all obligations of the
Pledgor now existing under this Agreement. The term "Liability" or "Liabilities"
shall mean the  indebtedness  and  liabilities of each Pledgor to the Collateral
Agent  and/or the  Noteholders  under this  Agreement,  the Notes,  the Purchase
Agreement,  the Guaranty and the Security  Documents (as defined in the Purchase
Agreement),  including  but not limited to all  obligations  to perform  acts or
refrain from taking any action and any  obligations  of the Pledgor owing to the
Collateral Agent and/or the Noteholders.

     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 the  Collateral  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 the  Collateral  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 the  Collateral  Agent such control  agreements,
documents,  and agreements as are required by the Collateral Agent to create and
perfect a security interest in such uncertificated  Pledged Shares. In addition,
the Collateral  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. Intercreditor  Agreement. The priority of the security interests granted
hereby,  the exercise by the  Collateral  Agent of any of its rights or remedies
hereunder,  and the  covenants  of the  Pledgor  contained  herein (in each case
whether or not so  expressed)  are subject in all respects to the  Intercreditor
Agreement (as such term is defined in the Purchase Agreement).  Any reference to
delivery of property or property delivered, or property in the possession of, or
to property  pledged or to be pledged to, the Collateral Agent will be deemed to
refer to, or to be satisfied by,  property  delivered to or in the possession of
or  pledged  to the  "Senior  Lender"  under the  Intercreditor  Agreement.  The
security   interests  created  in  favor  the  Collateral  Agent  hereunder  are
subordinate  and  junior to  security  interests  created in favor of the Senior
Lender (as such term is defined in the Intercreditor Agreement).

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

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                                       3

          (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  Permitted Liens and such as are
     created pursuant to this Agreement and as contemplated by the Intercreditor
     Agreement,  with full right to deliver,  pledge,  assign and  transfer  the
     Pledged Collateral to the Collateral 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 the Collateral 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).

          (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.

     6. 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 the Collateral 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 the Collateral
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.

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                                       4

     7. 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  Purchase  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  any  Issuer)  shall  be  Pledged
          Collateral,and shall be forthwith delivered to the Collateral Agent to
          hold as Pledged  Collateral and shall, if received by the Pledgor,  be
          received  in  trust  for  the  benefit  of the  Collateral  Agent,  be
          segregated  from the other  property or funds of the  Pledgor,  and be
          forthwith  delivered to the Collateral 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 the  Collateral  Agent all such proxies and
          other instruments as the Collateral Agent may (reasonably) request for
          the purpose of enabling  the  Collateral  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.

          (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  7(a)(i) and to receive the dividends and interest
          payments which it would  otherwise be authorized to receive and retain
          pursuant to Section  7(a)(ii)  shall cease,  and all such rights shall
          thereupon  become vested in the Collateral 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  7(b)  shall be  received  in  trust  for the  benefit  of the
          Collateral Agent,  shall be segregated from other funds of the Pledgor
          and shall be forthwith  paid over to the  Collateral  Agent as Pledged
          Collateral  in the  same  form  as so  received  (with  any  necessary
          endorsements).

     8. Transfers and Other Liens; Additional Shares. The Pledgor agrees that it
will not (i) sell,  assign,  transfer,  convey,  exchange,  pledge or  otherwise

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                                       5

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
the  Collateral  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 Permitted Liens and the
lien created by this Agreement.

     9.  Application of Proceeds of Sale or Cash Held as Collateral.  Subject to
the  terms of the  Intercreditor  Agreement,  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  Security  Agreement  (as such  term is  defined  in the
Purchase Agreement) shall apply) be (a) retained by the Collateral Agent as cash
collateral for the Liabilities,  or (b) at the election of the Collateral Agent,
applied by the Collateral Agent as follows:

     First:  to payment of the costs and  expenses of such sale,  including  the
out-of-pocket  expenses  of the  Collateral  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 the  Collateral  Agent for the  account of the
Pledgor  hereunder,  and the payment of all costs and  expenses  incurred by the
Collateral  Agent in connection with the  enforcement of this Agreement,  to the
extent that such advances,  costs and expenses shall not have been reimbursed to
the Collateral 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 the Collateral  Agent
may determine in its sole discretion;  and 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.

     10.  Collateral  Agent  Appointed  Attorney-in-Fact.   The  Pledgor  hereby
appoints  the  Collateral  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 the Collateral Agent's reasonable discretion
to take any action and to execute any instrument  which the Collateral 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 the Collateral  Agent is permitted to do so in accordance with the terms of
this Agreement, and to give full discharge for the same.

     11.  Collateral  Agent May  Perform.  If the  Pledgor  fails to perform any
agreement  contained herein,  the Collateral Agent may itself perform,  or cause
performance  of,  such  agreement,  and the  expenses  of the  Collateral  Agent
incurred in connection  therewith  shall be payable by the Pledgor under Section
17.

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                                       6

     12. Reasonable Care. The Collateral 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 the Collateral Agent accords its own property, it being understood
that the Collateral 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 the
Collateral  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,  the  Collateral  Agent shall use  reasonable  efforts to take such
action as the  Pledgor  directs  the  Collateral  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 the
Collateral Agent to comply with any such request shall not of itself be deemed a
failure to exercise  reasonable  care, and no failure of the Collateral 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.

     13. Subsequent Changes Affecting Collateral.  The Pledgor represents to the
Collateral  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  the  Collateral  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.

     14. 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
          Purchase  Agreement  (after  giving effect to any  applicable  cure or
          grace periods as set forth in the Purchase 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 Purchase 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

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                                       7

               (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,  the Collateral Agent
     shall  have,  subject  to the  terms  of the  Intercreditor  Agreement,  in
     addition  to all  other  rights  given  by law or by  this  Agreement,  the
     Purchase  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 the Collateral  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 the  Collateral  Agent or the
     Collateral  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 the  Collateral
     Agent, the Collateral Agent, at the direction of the Required  Noteholders,
     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 the
     Collateral  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, the Collateral 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
     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.  The  Collateral  Agent may disclaim any
     warranties   that  might  arise  in  connection  with  the  sale  or  other
     disposition  of the  Pledged  Collateral  and the  Collateral  Agent has no
     obligation to provide any  warranties at such time.  The  Collateral  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,  the
     Collateral 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,  the  Collateral  Agent  may  solicit  offers to buy the  Pledged
     Collateral, or any part of it, for cash, from a limited number of investors
     deemed by the Collateral Agent in its judgment,  to be responsible  parties
     who might be interested in purchasing  the Pledged  Collateral,  and if the
     Collateral  Agent  solicits  such offers from not fewer than three (3) such
     investors, then the acceptance by the Collateral Agent of the highest offer
     obtained  therefrom shall be deemed to be a commercially  reasonable method
     of disposition of the Pledged Collateral.


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                                       8

          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 the Collateral Agent as provided in Section 7.

     15.  Authority of Collateral  Agent. The Collateral Agent shall have and be
entitled to exercise all such powers hereunder as are specifically  delegated to
the  Collateral  Agent by the terms  hereof,  together  with such  powers as are
incidental thereto. The Collateral Agent may execute any of its duties hereunder
by or through the agents or employees.  Neither the  Collateral  Agent,  nor any
Noteholder,  nor any  director,  officer,  agent or employee  of the  Collateral
Agent, or the Noteholders  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 the Collateral  Agent,  the  Noteholders  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.

     16.  Termination.  This Agreement  shall terminate when all the Liabilities
have been fully paid and  performed,  at which time the  Collateral  Agent shall
reassign  and  redeliver  (or cause to be  reassigned  and  redelivered)  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 the Collateral 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 the Collateral Agent or the Noteholders and at the expense of the
Pledgor.

     17. Expenses.  The Pledgor agrees to reimburse the Collateral Agent and the
Noteholders,  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  the  Collateral  Agent  or the  Noteholders  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 the  Collateral  Agent or the
Noteholders hereunder,  or (iv) the failure by the Pledgor to perform or observe
any of the provisions hereof.

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

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

<PAGE>
                                       9

          (b) 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 Purchase Agreement;

          (c) 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

          (d) 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.

     19.  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,  at the  direction  of the
Required Noteholders,  the same shall be in writing and signed by the Collateral
Agent, and then such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     20.  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 the Collateral Agent:     Eureka, I, L.P.
                                          770 Township Line, Suite 150
                                          Yardley, Pennsylvania 19067
                                          Attention: Christine C. Jones
                                          Facsimile: 215-564-5402

          With a copy to:                 Drinker Biddle & Reath LLP
                                          One Logan Square
                                          18th & Cherry Streets
                                          Philadelphia, PA 19103
                                          Attention:  Michael B. Jordan, Esquire
                                          Facsimile:  215-988-2757

<PAGE>
                                       10

     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.

     21. 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 the
Collateral Agent, the Noteholders and their successors, transferees and assigns.

     22. 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
Purchase Agreement or as required by applicable law.

     23. 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.

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

     25. 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>
                                       -S-1-

     IN WITNESS WHEREOF,  the Pledgor,  the Collateral Agent and the Noteholders
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:


                                  EUREKA I, L.P., as the Collateral Agent

                                  By: EUREKA MANAGEMENT, L.P.,
                                      its sole general partner

                                  By: BERWIND CAPITAL PARTNERS,  LLC,
                                      its sole general partner

                                  By: __________________________
                                      Christine C. Jones
                                      President


<PAGE>
                                   SCHEDULE I


                          Description of Pledged Shares


     OWNER                   ISSUER                       NUMBER OF SHARES
______________________________________________________________________________