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                                       1


                              MANAGEMENT AGREEMENT

     This Management  Agreement (the "Agreement") dated as of September 8, 1999,
(the  "Effective  Date")  by  and  between  Brittany  Leigh,   Inc.,  a  Florida
corporation  ("MANAGER") and Medical  Technology  Laboratories,  Inc., a Florida
corporation ("LAB") (singularly "party", collectively "parties").

                                    RECITALS:

     A. LAB owns and operates a  Medicare-certified  clinical  blood  laboratory
operating in Pinellas County, Florida (the "laboratory").

     B. MANAGER is in the business of providing management services.

     C. LAB  desires  to  obtain  the  professional  assistance  of  MANAGER  in
performing the management functions of its organization on the terms and subject
to the conditions set forth herein.

     D. MANAGER and LAB have  determined the fair market value of services to be
rendered and, based on this fair market value,  have  established a relationship
which  permits  all  parties  to  devote  their  skills  and  expertise  to  the
appropriate responsibilities to be performed by the parties.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants and agreements
contained  herein,  which  includes the RECITALS  hereto,  LAB hereby  agrees to
appoint MANAGER to provide the Management Services (as hereinafter defined), and
MANAGER agrees to provide such Management Services,  on the terms and conditions
provided in this Agreement.

                                    ARTICLE 1

     1.1 "Affiliate" of a corporation means (a) any person or entity directly or
indirectly  controlled by, or under common control with, such  corporation,  (b)
any person or entity directly or indirectly controlling such corporation.

     1.2 "Management  Services"  shall be those services  provided by MANAGER to
LAB pursuant to this Agreement, including, but not limited to, the following:

          (a)  Implements LAB's policies and procedures.

          (b)  Approves and supports the  implementation  of marketing and sales
               plans to expand base business as approved by LAB.

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                                       2

          (c)  Approves sales proposals to assure  profitability  and compliance
               with all regulations as approved by LAB.

          (d)  Directs  quality  control  and  quality  assurance   programs  to
               maintain necessary certification and licenses.

          (e)  Continue  training  programs  to maintain  the highest  personnel
               performance standards.

          (f)  Directs  and  coordinates  the  Laboratory   services  performed,
               including, but not limited to drawing, collecting, processing and
               testing of  specimens,  timely  reporting  of testing  results to
               physicians,  timely and accurate  processing  and  transition  of
               bills to the proper payor  source,  management  of materials  and
               supplies necessary to continue  operations and proper performance
               of all assets required to operate business.

          (g)  Confers  with  LAB and  reviews  activity,  operating  and  sales
               reports to determine changes in programs or operations.

          (h)  Implements   compliance   related   directives   throughout   the
               Laboratory, which outline policy, program or operational changes.

          (i)  Coordinates with compliance  officer to assure strict  compliance
               to all  laws,  rules  and  regulations  for  all  aspects  of the
               Laboratory.

                                    ARTICLE 2

     2.1 Independent Relationship.  LAB and MANAGER intend to act and perform as
independent  contractors.  This Agreement  does not create a partnership,  joint
venture, agency or employment relationship between the parties. Each party shall
be  responsible  solely for and shall  comply  with all state and  federal  laws
pertaining to employment taxes,  income withholding,  unemployment  compensation
contributions and other employment related statutes applicable to that party.

     2.2 MANAGER Matters. Matters involving the internal agreements and finances
of  MANAGER,  including  whether  MANAGER=s  services  to LAB  are  provided  by
MANAGER=s  employees  or  subcontractors  (including,  without  limitation,  any
wholly-owned   subsidiary  of  MANAGER),   and  payroll  and  accounts   payable
administration, shall remain the sole responsibility of MANAGER.

     2.3 No Patient  Referrals.  The parties  agree that the benefits to MANAGER
hereunder  do not require,  are not  payments to induce,  and are not in any way
contingent  upon,  the  referral of patients  or any other  arrangement  for the
provision  of any item or service  offered  by LAB,  or its  Affiliates,  to the
patients of LAB in any  facility  controlled,  managed or operated by LAB or its
Affiliates.  Neither  party  hereto  shall refer any patient or referral  source
directly or indirectly to the other party during the term of this Agreement. The
parties to this  Agreement  agree that no payments  made  hereunder  are made in
return for, or to induce any person to:

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                                       3

          (a)  Refer an individual to anyone for the furnishing or arranging for
               the furnishing of items or services for which payment may be made
               in whole or in part under Medicare or Medicaid, or

          (b)  Purchase,  lease, order, or arrange for or recommend  purchasing,
               leasing or ordering  any good,  facility,  services,  or item for
               which  payment may be made in whole or in part under  Medicare or
               Medicaid.

     2.4  Effects  of  Certain  Legislative  Changes.  During  the  term of this
Agreement,  and  notwithstanding  any other  provisions of this  Agreement,  the
parties hereto agree that, if any federal,  state or local  government or agency
passes,  issues,  promulgates,  or  modifies  any  law,  court  decision,  rule,
regulation,  standard or interpretation  ("Legislative  Amendment") that affects
the  operations of the  laboratory,  the parties will abide by said  Legislative
Amendment.  Further,  the parties agree that the Agreement shall be construed as
if amended to comply  therewith,  unless the parties agree that such Legislative
Amendment  requires specific  modification of this Agreement,  in which case the
parties shall cooperate in negotiating the required modification(s).

                                    ARTICLE 3

                       APPOINTMENT FOR MANAGEMENT SERVICES

     3.1 LAB hereby appoints  MANAGER as its sole and exclusive  provider of all
Management  Services.  MANAGER  agrees  that  the  purpose  and  intent  of this
Agreement  is to relieve LAB to the maximum  extent  possible of such aspects of
LAB's  operation,   with  MANAGER  assuming  responsibility  and  all  necessary
authority to perform the Management  Services.  MANAGER shall consult with LAB's
appointed representative prior to making decisions, which financially affect the
laboratory.  MANAGER  shall  further be  available  to consult with the board of
directors, officers and department heads of LAB concerning matters pertaining to
the organization of the staff, the fiscal policy of LAB, the relationship of LAB
with its  employees,  and,  in  general,  important  matters  of  concern in the
business affairs of LAB as reasonably requested. MANAGER shall assist LAB in the
preparation of, and shall review, financial statements of LAB on a monthly basis
with LAB and shall advise LAB with  respect  thereto.  MANAGER  shall direct and
manage  activities  of  Laboratory  with  the  objective  of  obtaining  optimum
efficiency and economy of operations while maximizing  profits by performing the
duties described in Section 1.2 personally or through LAB supervisors.

     3.2 LAB will maintain responsibility for all compliance related matters and
will implement any procedures or policies it deems necessary to remain compliant
with all state and federal rules and  regulations.  The cost of said  compliance
matters shall be included in the current  operating  expenses of the laboratory.
LAB will consult with MANAGER prior to implementing  any changes that may have a
material effect.

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                                    ARTICLE 4

               OBLIGATIONS AND REPRESENTATIONS OF LAB AND MANAGER

     4.1 Representations of LAB.

             4.1.1  LAB  represents  that it is  certified  by Medicare  and the
                    State of Florida to operate a clinical blood laboratory, and
                    that LAB shall use all  reasonable  efforts to maintain,  in
                    good standing,  such certification.  Prior to executing this
                    Agreement,  LAB shall  provide  MANAGER with a copy of LAB's
                    current certification.

             4.1.2  LAB represents that, to its knowledge,  there are no pending
                    or   threatened   legal   actions   or   investigations   by
                    governmental  authorities other than those listed in Exhibit
                    4.1.2  that  would  affect  the  ongoing  operations  of the
                    laboratory.

     4.2  Representations  of  MANAGER.  Manager  represents  that  there are no
pending or threatened legal proceedings or investigations,  which would prohibit
MANAGER from  performing the duties  outlined  herein,  or which would adversely
affect MANAGER'S ability to perform such duties.

     4.3  Compliance  with Laws.  Both parties agree to comply with all federal,
state, county and municipal laws, rules,  ordinances and regulations  applicable
to the operation of the laboratory.

     4.4 Cooperation with Management  Functions.  LAB shall direct its employees
and agents to  cooperate  in every  manner  reasonably  requested  by MANAGER in
connection with MANAGER performing its obligations hereunder.  All LAB employees
shall be  instructed  that they are to answer to MANAGER  during the term of the
Agreement, provided that:

          (a)  nothing shall prevent LAB from  communicating with such employees
               in order to determine how matters are proceeding  with respect to
               this Agreement or the operation of the laboratory.

          (b)  MANAGER  conducts itself in accordance with employment  practices
               and  standards  acceptable  to LAB and in  accordance  with  this
               Agreement.

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                                       5

     4.5  Required  Disclosures.  If either  party  becomes  aware of any of the
following events, it shall notify the other party within  twenty-four (24) hours
pursuant to Section 9.18.

             4.5.1  Any  legal  proceeding  against  either  party  relating  to
                    either party is  threatened or filed in any federal or state
                    court;

             4.5.2  Either party (or any Affiliate  thereof) becomes the subject
                    of any new  audit  or  similar  proceeding  by any  federal,
                    state, or local agency,  or any Medicare or Medicaid carrier
                    or intermediary;

             4.5.3  LAB's  Medicare  certification  as a laboratory  provider is
                    suspended,  revoked,  terminated,  or  made  subject  to  an
                    investigation or terms of probation of other restrictions;

             4.5.4  An  event  occurs  that  substantially  interrupts  all or a
                    portion of LAB's operations.

             4.5.5  LAB or MANAGER  receives  notice  that its  professional  or
                    general liability insurance is to be modified or canceled;

             4.5.6  Either party or any  Affiliate  thereof is sanctioned by the
                    Medicare or Medicaid programs or excluded from participating
                    in those programs;

             4.5.7  Either  party  files a  petition  for  voluntary  bankruptcy
                    (other than the currently pending chapter 11 case of LAB) or
                    a third  party  files  an  involuntary  bankruptcy  petition
                    against either LAB or MANAGER.

     4.6 Indemnity.

             4.6.1  Claims Covered. Each party shall defend,  indemnify and hold
                    harmless the other party, the other party's Affiliates,  and
                    their officers, directors, shareholders, partners, employees
                    and agents, and shall pay, as incurred, all damages,  costs,
                    fees and expenses  (including  reasonable  attorney's  fees)
                    (collectively,  ALosses") associated with any claim, action,
                    suit or other proceeding that results from any breach by the
                    indemnifying party of any representation,  warranty or other
                    obligation contained in this Agreement. In addition, MANAGER
                    shall  defend,  indemnify  and  hold  harmless  LAB  and its
                    Affiliates,  officers,  directors,  shareholders,  partners,
                    employees and agents, and shall pay, as incurred, all Losses
                    arising from  MANAGER=S  actions and  omissions in providing
                    the Management Services.

             4.6.2  Indemnity Procedures.  The party to be indemnified shall (a)
                    provide  to the  indemnifying  party  notice of any claim of
                    indemnity  promptly after  receiving  knowledge of same, (b)
                    reasonably  cooperate in the defense and  settlement  of the
                    claim,  and  (b)  tender  sole  control  of the  defense  or
                    settlement  of  such  claim  to  the   indemnifying   party;
                    provided, however, that (1) the indemnifying party shall not
                    admit or impose any liability upon the indemnified party, or
                    its  Affiliates,  without the prior  written  consent of the
                    indemnified  party,  or its Affiliates (as the case may be);
                    (2)  the  indemnifying   party  shall  not  enter  into  any
                    settlement  without prior written notice to the  indemnified
                    party,  (3) the  indemnified  party may  participate  in the
                    defense of any claim with  counsel of its choice (and at its
                    sole expense),  and (4) the  indemnified  party may prohibit
                    indemnifying   party  from   entering   into  any   proposed
                    settlement, in which case the indemnifying party's indemnity
                    obligation under this Section shall be limited to the amount
                    for which the indemnifying  party would have been liable had
                    the indemnified party consented to the proposed settlement.

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          4.7  Confidentiality.  Each party agrees that all information relating
               to  the  LAB  and  the  laboratory  (collectively,  AConfidential
               Information")  is  considered  to be  disclosed  to the  other in
               confidence.  Neither party will disclose any information  that it
               receives from the other party  relating to any of the  foregoing,
               or use the same for its own  benefit  or for the  benefit  of any
               third party,  except (a) for the  purposes of complying  with the
               terms  of  this  Agreement  and (b)  either  party  may  disclose
               confidential    information   to   SouthTrust   Bank,    National
               Association, and any participant in the loans heretofore obtained
               by  LAB  and  its  Affiliates   from   SouthTrust,   unless  that
               information  becomes  publicly  known,  was already  known to the
               party  receiving  it,  or  the  party  receiving  it  is  granted
               permission to disclose such  information  by the other party.  In
               furtherance  of the  foregoing,  MANAGER  agrees  that,  if  this
               Agreement is terminated by either party (other than in connection
               with the Closing, as hereinafter  defined),  MANAGER will not use
               any of  the  Confidential  Information  in any  manner  which  is
               competitive  with  the  operations  or  activities  of LAB in any
               market  currently  served  by  LAB.  The  parties  agree  to make
               appropriate  arrangements  with  their  respective  personnel  to
               ensure the  implementation of this undertaking.  This Section 4.7
               shall survive the termination or expiration of this Agreement and
               any  letter of intent or asset  purchase  agreement  which may be
               entered  into  by  the  parties  hereto,  except  to  the  extent
               expressly  provided in any subsequent  written  agreement entered
               into by the parties hereto.

                                    ARTICLE 5

                               CLOSING CONTINGENCY

     Scheduled  Closing.  The parties  acknowledge  that this Agreement is being
entered into in  connection  with the  MANAGER's  intention  to acquire  certain
assets of LAB on the terms  and  subject  to the  conditions  provided  for in a
letter of intent between the parties dated as of the date hereof (the "Letter of
Intent").  The Letter of Intent  provides for the good faith  negotiation  of an
asset purchase  Agreement (the "Asset Purchase  Agreement") within 10 days after
the date  hereof,  and sets  forth  the  conditions  precedent  to the  parties'
respective  obligations to close the  transaction  contemplated in the Letter of
Intent. The parties acknowledge further that one of the conditions  precedent to
closing is the receipt and validation of the MANAGER's Medicare Provider Number,
which MANAGER hereby agrees to take all reasonable actions,  and to use its best
efforts,  to obtain as quickly as possible  following the execution and delivery
of this Agreement. If for any reason the closing of the transaction contemplated
in the Letter of Intent (the  "Closing")  shall not have occurred  within ninety
(90) days after the date hereof,  LAB may immediately give MANAGER ten (10) days
notice of the  termination of this Agreement and that the MANAGER is to withdraw
from all functions  being carried out under this  Agreement and the parties will
make reasonable  efforts to facilitate an appropriate  transition in such event.
If MANAGER is not able to obtain a Medicare  Provider  Number within ninety (90)
days, but LAB has reasonable assurances, determined in its sole discretion, from
the  government  agency  issuing such  licenses  that a provider  number will be
issued within a reasonable  time, then LAB may extend the Closing date under the
Asset Purchase Agreement,  provided, that, from and after such 90th day, MANAGER
provides its own working  capital to support the operation of the laboratory and
shall no  longer  use the  accounts  receivable  of LAB  generated  prior to the
execution of this Agreement to fund the laboratory's operations.

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                                       7

     If the Asset Purchase  Agreement is terminated in accordance with its terms
by MANAGER,  MANAGER shall give LAB ten (10) days advance written notice of such
termination and MANAGER's  withdrawal from all functions being carried out under
this Agreement,  and the parties will make  reasonable  efforts to facilitate an
appropriate transition in such event.

     5.1 Return of Materials  Upon  Termination.  Upon any  termination  of this
Agreement,  MANAGER shall promptly return to LAB all materials in its possession
or control involving any Confidential Information,  knowledge or data including,
but not limited to, any papers, files, records,  proposals, policy or procedural
manuals,  forms,  documents,  or financial records,  products, or sales records.
MANAGER agrees to represent to LAB in writing, at any time upon request, that it
has complied  with the  provisions  of this Section 5.1  requiring the return of
materials.

     5.2 Reasonableness of Restrictive Covenants/Irreparable Injury. The parties
acknowledge  and agree that (a) the  Confidential  Information  is of unique and
special character that gives this information a special and proprietary value to
LAB; (b) the  restrictive  covenants  contained  herein (and, in particular,  in
Section 4.7 hereof) are necessary to protect the legitimate  business  interests
of LAB and a violation of these  restrictive  covenants would cause  irreparable
injury and loss to LAB;  and (c) the  restrictive  covenants  contained  in this
Agreement are reasonable with respect to duration,  scope,  and their effects on
LAB and public health, safety, and welfare.

     5.3  Non-Competition.  The  parties  acknowledge  and agree  that the Asset
Purchase  Agreement will provide for a non-competition  agreement to be executed
and  delivered  by LAB at the  Closing,  pursuant  to which LAB will agree that,
effective  upon  consummation  of the Closing and continuing for a period of two
(2) years thereafter, without the prior written consent of MANAGER, it will not,
directly or indirectly,  as an agent, consultant or independent contractor or in
any other  capacity:  (a) engage in any business or activity that is competitive
with the  operation  of the  laboratory;  (b) accept  employment  with or render
services to a competitor of the laboratory;  (c) contact,  solicit or attempt to
solicit  or  accept  business  that is  competitive  with the  operation  of the
laboratory  from any of  MANAGER's  customers;  or (d) own or  operate a medical
laboratory.

     5.4  Construction.  If a court of  competent  jurisdiction  determines  the
restrictive covenants, or provision thereof, are unreasonable,  or are otherwise
unenforceable,  the  parties  desire  such court to enforce  such  covenant,  or
portion thereof,  to the fullest extent  permissible by the laws of the State of
Florida.  The invalidity or unenforceability of any provision of the restrictive
covenants  shall not limit or impair  the  operation  or  validity  of any other
provision of the  restrictive  covenants.  The  restrictive  covenants have been
mutually  agreed upon by each of the parties,  both as to its  substance and its
form, and there shall not be applied a rule of law or  construction  whereby the
restrictive  covenants or any of their  provisions  are construed in favor of or
against either party by reason of who prepared the restrictive covenants.

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                                    ARTICLE 6

                             FINANCIAL ARRANGEMENTS

     6.1 Management Services. During the term of this Agreement, MANAGER and LAB
shall collect the outstanding  accounts receivable of LAB in the ordinary course
of  business.  The net  proceeds of  accounts  receivable  created  prior to the
effective date of this Agreement (the "Existing AR") will be applied ninety-five
percent  (95%) to pay current  operating  expenses as listed in Exhibit B hereof
and five percent (5%) payable to LAB;  provided,  that MANAGER shall be entitled
to apply such net proceeds  from the Existing AR to current  operating  expenses
only to the extent that new accounts  receivable created during the term of this
Agreement ("New AR"), as of the date of such  application,  equal or exceed 150%
of the amount of the collections  from Existing AR, which have been used to fund
operating expenses of the laboratory, calculated on a cumulative basis.

     6.2 The Letter of Intent  provides (and the Asset  Purchase  Agreement will
provide)  that (a) all New AR that are  outstanding  as of the  Closing  will be
included  in the assets to be  acquired  by the  MANAGER  pursuant  to the Asset
Purchase  Agreement,  and (b) the amount of the Existing AR collected during the
term of this  Agreement and used to fund  operating  expenses as provided  above
will be added to the  purchase  price to be paid by  MANAGER  to LAB and will be
payable in the manner and at the times  described in the Letter of Intent and in
the Asset Purchase Agreement.

     6.3 To assure the  availability of sufficient  funds with which to maintain
the operation of the  laboratory,  MANAGER  will, at the Effective  Date of this
Agreement,  deposit in LABS operating bank account the sum of $100,000.00.  Said
funds shall be drawn upon as needed by MANAGER at MANAGER's  sole  discretion to
make up any deficiency  between  accounts  receivable  collections and operating
expenses of LAB.  Should said amount be fully utilized by MANAGER,  then MANAGER
will deposit (from its own funds)  additional  funds (or will otherwise  utilize
its own funds) as required for continuing operations of the LAB.

     6.4 During the term of this  Agreement,  all cash  collected  from accounts
receivable  shall be deposited in LAB's bank account,  which the parties  hereby
agree may be part of a cash management system involving a lockbox account system
maintained  by  SouthTrust.  Disbursements  from said account  shall require the
signatures of both LAB and MANAGER;  however,  LAB shall  transfer to an account
controlled  by MANAGER (but to be used solely for paying  operating  expenses of
the laboratory) the sum of $30,000.00 from such accounts receivable collections,
to be utilized at the sole  discretion  of MANAGER for the payment of  operating
expenses,  and upon receipt from MANAGER of an accounting  of amounts  disbursed
from  said  account  acceptable  to  LAB,  shall  replenish  said  account  from
collections  from  Existing AR or NEW AR.  MANAGER will provide an accounting of
all disbursements  from said account to LAB on a weekly basis during the term of
this Agreement.


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                                       9

     6.5 During the term of this  Agreement,  purchase  orders for materials and
services  required to operate the laboratory  that are less than  $40,000.00 for
laboratory  reagents  and  supplies  and  $10,000.00  for all other  items shall
require the approval of MANAGER.  Any  purchase  orders in excess of the amounts
set forth above  shall  require the  approval of both LAB and  MANAGER.  MANAGER
shall indemnify and hold harmless LAB from and against any liability of any kind
arising from any purchase  order  (regardless  of amount)  authorized by MANAGER
without the prior written consent of LAB.

     6.6 The Asset Purchase  Agreement will provide that after the Closing,  LAB
shall have access to the computer  systems and other  information (and personnel
as mutually agreed) required to collect the then remaining Existing AR.

     6.7 The Asset Purchase Agreement will provide that after the Closing,  cash
collected  from the New AR purchased by MANAGER  pursuant to the Asset  Purchase
Agreement,  will  continue to be  deposited in the LAB's bank  account.  MANAGER
shall  determine  the amount of said deposits on a daily basis and notify LAB of
said amounts.  LAB shall then pay said amounts to MANAGER  within three (3) days
of  receipt  of said  notification.  Notwithstanding  the  foregoing,  the Asset
Purchase  Agreement and the other documents referred to therein will permit LAB,
its successors and assigns, to set-off any amounts owed by MANAGER to such party
against amounts owed by LAB to MANAGER pursuant to this provision.

     6.8 Both parties  agree that the amount of accrued,  but unpaid,  wages due
employees and the amount of accrued,  but unpaid, rent due on the effective date
of this  Agreement  (aggregating  $204,753.55)  shall  be  considered  operating
expenses  and listed on Exhibit  6.8, and will be paid from the sources of funds
described  above.  However,  at the Closing,  said  amounts,  to the extent paid
during  the term of this  Agreement,  shall be  deducted  from all  amounts  due
pursuant to Section 6.2.

     6.9 [RESERVED]

     6.10 LAB shall provide  MANAGER,  on Exhibit  6.10,  with the amount of all
unpaid wages, rents and outstanding checks as of the date of this Agreement.

     6.11 MANAGER will not enter into any  contracts or  agreements on behalf of
LAB without LAB=s prior written consent.

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                                       10

                                    ARTICLE 7

                                    INSURANCE

     7.1 Insurance to be Maintained.  Throughout  the Term,  both parties hereto
shall maintain such  insurances as are  reasonably  requested by the other party
and, in any event,  insurance  in such  amounts and from  reputable  insurers as
necessary to cover their respective activities under this Agreement.  Each party
has consulted  with its applicable  insurance  agency and all carriers to inform
them of the  relationship  between  the parties  and has  secured  adequate  and
appropriate  insurance and coordination  thereof. The parties will work together
with their  applicable  insurance  agents and carriers and when  appropriate and
possible  will have one another  named as insureds on  applicable  policies  and
otherwise follow good insurance practices.


                                    ARTICLE 8

                              TERM AND TERMINATION

         8.1 Term of Agreement. The term of this Agreement shall commence on the
Effective Date and shall extend until the first to occur of the  following:  (a)
the  occurrence  of the  Closing,  (b)  notice is given by  either  party of the
termination of the Asset Purchase  Agreement in accordance  with its terms,  (c)
September 21, 1999,  unless the Asset  Purchase  Agreement has been executed and
delivered by all parties thereto on or prior to such date, or (d) this Agreement
is terminated in accordance with Section 8.2 below.

     8.2 Termination. This Agreement may be terminated as follows:

             8.2.1  In the  event  of the  filing  of a  petition  in  voluntary
                    bankruptcy or an assignment  for the benefit of creditors by
                    LAB, or upon other action  taken or  suffered,  voluntarily,
                    under any federal or state law for the benefit of  creditors
                    by  LAB,  except  for  (a)  the  filing  of  a  petition  in
                    involuntary bankruptcy against LAB which is dismissed within
                    thirty (30)  calendar  days  thereafter,  or (b) a voluntary
                    bankruptcy case (including the currently  pending chapter 11
                    case  of  LAB)  which   provides  for  the  sale  of  assets
                    contemplated  in the  Letter  of  Intent  and in  which  the
                    Bankruptcy  Court approves this Agreement,  either party may
                    give written  notice of the  immediate  termination  of this
                    Agreement in accordance with Section 9.18 herein.

             8.2.2  In  the  event  that  either  party  shall  default  in  the
                    performance of any material duty or obligation  imposed upon
                    it by this Agreement,  or otherwise  breach any provision of
                    this  Agreement,  and such default or breach shall  continue
                    for a period of ten (10) calendar days after written  notice
                    thereof  has  been  given  to  the  breaching   party,   the
                    non-breaching   party  may  give  notice  of  the  immediate
                    termination  of this  Agreement in  accordance  with Section
                    9.18 herein.

<PAGE>
                                       11

             8.2.3  Immediate  Termination.  Unless otherwise expressly provided
                    herein,  this  Agreement  may be terminated  immediately  by
                    either  party by written  notice  pursuant  to Section  9.18
                    herein upon the occurrence of any of the following events:

                    (a)  any attempted  assignment  of this  Agreement by either
                         party without the prior written consent of the other;

                    (b)  either   party  fails  to  make  any  of  the  required
                         disclosures provided for in Section 4.5 herein;

                    (c)  LAB's  Medicare   certification   as  a  laboratory  is
                         revoked, suspended, restricted, or limited in any way;

                    (d)  either party is  sanctioned by the Medicare or Medicaid
                         programs  or  excluded  from   participating  in  those
                         programs.

             8.2.4  Termination   by  LAB.  This  Agreement  may  be  terminated
                    immediately by LAB, by written notice to MANAGER pursuant to
                    Section 9.18, if:

                    (a)  MANAGER  fails  to fund  any  short  fall in  operating
                         expenses pursuant to Section 6.3;

                    (b)  MANAGER has not obtained its Medicare  Provider  Number
                         within  90  days  after  the  Effective  Date  of  this
                         Agreement; or

                    (c)  MANAGER  fails to create and maintain a level of New AR
                         in an  amount at least  equal to 150% of the  amount of
                         collections  on Existing  AR for the first  thirty (30)
                         days and 150%  thereafter  which have been used to fund
                         operating expenses of the laboratory in accordance with
                         this Agreement.


                                    ARTICLE 9

                               GENERAL PROVISIONS

     9.1 Time is of the  Essence.  In  construing  and  applying  the  terms and
provisions of this Agreement, time shall be of the essence in each instance.

     9.2 Execution.  This Agreement shall be deemed to have been "Executed" when
the last party to sign this  Agreement  has affixed his, her or its signature at
the end of this Agreement.  Notwithstanding the foregoing, the Effective Date of
this Agreement is the date first written above.

     9.3 Good Faith. All parties to this Agreement  specifically agree to act in
good faith in interpreting  this Agreement and in carrying out their  respective
duties and obligation hereunder.


<PAGE>
                                       12

     9.4 Florida Law. This Agreement shall be construed  pursuant to the laws of
the State of Florida.

     9.5 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the  respective  parties  hereto,  their  legal  representatives,
successors and assigns, provided, however, notwithstanding any provision of this
Agreement to the contrary, no party may assign any of its rights, obligations or
interest in this Agreement  without the prior written  consent of all parties to
this Agreement.

     9.6 Further Assurances.  Each party shall execute any reasonable additional
documents or  instruments  which are  provided to the party by another  party or
parties and which are  reasonably  necessary to (i) carry out or facilitate  the
understanding  represented by this Agreement or (ii) more clearly  establish the
rights of one or more parties under this Agreement.

     9.7 Paragraph Headings.  Each paragraph heading contained in this Agreement
is used for  convenience  purposes  only and is not intended to define,  expound
upon or limit the provisions, which immediately follow such paragraph heading.

     9.8 Singular and Plural.  Any reference to a word in this  Agreement  shall
include the plural,  singular,  masculine,  feminine  and/or neuter,  unless the
context in which the word appears  clearly  indicates to the contrary,  in which
instance such context shall control interpretation of the word.

     9.9  Multiple  Counterparts.  This  Agreement  may be  executed in multiple
counterparts,  each of which shall be considered  an original,  and all of which
shall  constitute  but  a  single  agreement   notwithstanding  that  each  such
counterpart is executed on a different date.

     9.10 Preparation of Agreement. Because each party has participated fully in
the drafting and  preparation  of this  Agreement,  the  Agreement  shall not be
construed more strongly against any party.

     9.11  Representation  by  Independent  Legal  Counsel.  Each  party to this
Agreement  hereby  acknowledges  and  confirms  that  he,  she or it has  had an
opportunity to retain  independent  legal counsel to  independently  advise that
party of the legal  consequences  of the Agreement to that party.  Each party to
the Agreement further acknowledges and confirms that each party to the Agreement
received the strong  recommendation  by all other parties to the Agreement  that
each party should retain separate and  independent  legal counsel to advise each
party of the legal consequences of the Agreement to that party.

     9.12  Costs  and  Attorneys=  Fees.  If the  obligations  of  the  party(s)
expressed in this  Agreement are the subject of arbitration  and/or  litigation,
the prevailing  party(s) in such arbitration and/or litigation shall be entitled
to recover from any other party(s) who loses to the prevailing  party(s) in such
arbitration  and/or  litigation  all  reasonable  costs  and  expenses  of  such
arbitration and/or litigation, including reasonable attorneys' fees and costs of
appeal.  The authority  presiding over such arbitration  and/or litigation shall
determine which party(s), if any, is the prevailing party(s) and which party(s),
if any, is the losing party(s).

<PAGE>
                                       13


     9.13 Merger. All prior negotiations and oral agreements between the parties
with respect to the subject  matter  hereof  hereby are merged and  extinguished
into this Agreement.  Notwithstanding the foregoing,  the Letter of Intent shall
survive  the  execution  of this  Agreement  and shall  not be merged  into this
Agreement.

     9.14 Survival.  Unless otherwise expressly provided in this Agreement,  all
rights,  obligations and other terms and conditions  specifically stated in this
Agreement shall survive the execution of this Agreement.

     9.15 Severability.  If any one or more of the provisions  contained in this
Agreement for any reason are held to be invalid,  illegal,  or  unenforceable in
any respect,  such invalidity,  illegality or unenforceability  shall not affect
any other  provision  hereof and this  Agreement  shall be  construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

     9.16 Dispute  Resolution.  In the event of any dispute  between the parties
arising out of this  Agreement  resulting in  litigation,  it is agreed that the
venue of any such  litigation  shall be in the Circuit Court of the 6th Judicial
Circuit  in and for  Pinellas  County  and that the  prevailing  party  shall be
entitled  to  collect  from the  losing  party  all of its  costs  and  expenses
including reasonable attorneys= fees.

     9.17 Any notice that may be required under the terms of the Agreement shall
be made in writing  and mailed by  certified  mail or  overnight  courier to the
parties at the following address.

       If to LAB:

       Todd Siegel
       Medical Technology Laboratories, Inc.
       12920 Automobile Boulevard
       Clearwater, FL  33762

       If to MANAGER:

       Brittany Leigh, Inc.
       Edwin B. Salmon, Jr.
       112 Homeport Drive
       Palm Harbor, FL  34683


<PAGE>
                                       14


     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement
effective as of the date first set forth above.



                                           BRITTANY LEIGH, INC. (MANAGER)
                                           a Florida corporation


Attest: ____________________________       By: _______________________________
                         , Secretary
                                           Its: ______________________________


                                           MEDICAL TECHNOLOGY LABORATORIES, INC.
                                           (LAB)
                                           a Florida corporation

Attest:  _____________________________    By: _______________________________
                           , Secretary
                                          Its: ______________________________