<PAGE>
                                       1

                                    EXHIBIT C

                                  BILL OF SALE

     This Bill of Sale ("Bill of Sale") is entered  into as of  September  11th,
1998, between Community Clinical Laboratories, Inc., a Florida corporation, (the
"Seller"), whose address is 1375 South Ft. Harrison Avenue, Clearwater, Florida,
33756, and Medical  Technology  Laboratories,  Inc., a Florida  corporation (the
"Buyer"),  whose  address is 12920  Automobile  Boulevard,  Clearwater,  Florida
34622,  pursuant to the Asset  Acquisition  Agreement dated as of August 4,1998,
between the Seller and the Buyer  ("Acquisition  Agreement").  Capitalized terms
not otherwise  defined in this Bill of Sale shall have the meanings  ascribed to
them in the Acquisition Agreement.


     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the Seller and the Buyer agree as
follows:


     1. 1. The Seller hereby sells, transfers, assigns, conveys, and delivers to
the Buyer and its successors and assigns all of its right,  title,  and interest
in and to all of the Assets.

     2. The Seller and its successors and assigns  warrant and will defend title
to the Assets unto the Buyer and its successors and assigns against every person
or entity  claiming or to claim the same or any part  thereof,  except for those
listed on Schedule 1(c), and the claim of AmSouth Banks, if any.

     3. The Seller  hereby  irrevocably  constitutes  and appoints the Buyer its
true  and  lawful   attorney-in-fact,   with  full  power  of  substitution  and
resubstitution,  in its name or the  Buyer's  name,  but on  behalf  and for the
benefit of the Buyer,  to demand,  collect,  and  receive for the account of the
Buyer all of the Assets;  to institute or  prosecute,  in its name or otherwise,
all  proceedings  which the Buyer may deem  necessary or  convenient in order to
realize upon, affirm, or obtain title to or possession of or to collect, assert,
or enforce any claim,  right,  or title of any kind in or to the Assets;  and to
defend and compromise any and all actions,  suits,  or proceedings in respect of
any of the Assets.  The Seller agrees that the foregoing powers are coupled with
an interest and are and shall be irrevocable.

     4. This Bill of Sale shall not be deemed to supersede any of the provisions
of the Acquisition  Agreement,  and the representations and warranties contained
in the Acquisition  Agreement are incorporated by reference in this Bill of Sale
as if fully set forth herein.

     5. All of the terms and  provisions  of this Bill of Sale  shall be binding
upon the Seller,  its successors and assigns,  and shall inure to the benefit of
the Buyer, its successors and assigns.

<PAGE>
                                       2


     IN WITNESS  WHEREOF,  the Seller has  executed  this Bill of Sale as of the
date first written above.

                          COMMUNITY CLINICAL LABORATORIES, INC.

                           By:____________________
                           Name:__________________
                           Its:___________________


                           MEDICAL TECHNOLOGY LABORATORIES, INC.

                           By:____________________
                           Name:  Todd E. Siegel
                           Its:  President


STATE OF FLORIDA

COUNTY OF PINELLAS

     Execution of the foregoing  instrument  was  acknowledged  before me on the
____   day   of   August,   1998,   by   _________________________________,   as
_______________________________  of  Community  Clinical  Laboratories,  Inc., a
Florida corporation,  on behalf of the corporation.  He/She is either personally
known to me or has produced  _______________________________________________  as
identification.


                                         Notary Public, State of
(AFFIX NOTARIAL SEAL)                    (Name)

Commission No. _________________         My Commission Expires:



STATE OF FLORIDA

COUNTY OF PINELLAS

     Execution of the foregoing  instrument  was  acknowledged  before me on the
____ day of August, 1998, by  _______________________,  as _____________________
of Medical Technology  Laboratories,  Inc., a Florida corporation,  on behalf of
the   corporation.   He  is   either   personally   known  to  me  or   produced
_______________________________________ as identification.



                                          Notary Public, State of
(AFFIX NOTARIAL SEAL)                     (Name)

Commission No. _________________          My Commission Expires: