<PAGE>   1
                                                                EXHIBIT 2.3



                     IN THE UNITED STATES BANKRUPTCY COURT
                       FOR THE MIDDLE DISTRICT OF FLORIDA
                                 TAMPA DIVISION


IN RE:                        )                                     
                              )                                     
MTS PACKAGING SYSTEMS, INC.,  )    CASE NO: 96-00077-8              
                              )    CHAPTER 11                       
                              )                                     
                                                                    
IN RE:                        )                                     
                              )                                     
MEDICAL TECHNOLOGY            )    CASE NO: 96-00078-8G1            
LABORATORIES, INC.,           )    CHAPTER 11                       
                              )                                     
         DEBTORS.             )                                     



            FIRST AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION
             UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE



DATED:  July 12, 1996


                                 Domenic L. Massari, III, Esq.                 
                                 Massari & Bell, P.A.                          
                                 Florida Bar No.: 0238988                     
                                 One Urban Centre, Suite 875                   
                                 4830 West Kennedy Boulevard                   
                                 Tampa, Florida 33609                          
                                 (813) 282-3255                                
                                                                               
                                 Attorneys for                                 
                                 MTS PACKAGING SYSTEMS, INC.                   
                                 and                                           
                                 MEDICAL TECHNOLOGY                            
                                 LABORATORIES, INC.  

<PAGE>   2

                              TABLE OF CONTENTS



<TABLE>
INTRODUCTION                                                         1

ARTICLE I               DEFINITIONS AND INTERPRETATION               2
<S>                                                                  <C>   
A. Definitions                                                       2 
   1.      Administrative Claim                                      2 
   2.      Affiliated Entities                                       2 
   3.      Allowed                                                   2 
   4.      Allowed                                                   2 
   5.      Allowed Administrative Claim                              2 
   6.      Ballot Date                                               2 
   7.      Bankruptcy Code                                           2
   8.      Bankruptcy Court                                          2
   9.      Bankruptcy Rules                                          2
   10.     Bar Date                                                  3
   11.     Business Day                                              3
   12.     Cart-Ware                                                 3
   13.     Cash                                                      3
   14.     Causes of Action                                          3
   15.     Chapter 11 Cases                                          3
   16.     Claim                                                     3
   17.     Closing                                                   3
   18.     Closing Date                                              3
   19.     Collateral                                                3
   20.     Confirmation Date                                         3
   21.     Confirmation Hearing                                      3
   22.     Confirmation Order                                        3
   23.     Contested                                                 3
   24.     Debtors                                                   4
   25.     Disallowed                                                4
   26.     Disclosure Statement                                      4
   27.     Effective Date                                            4
   28.     Equity Interest                                           4
   29.     Estate                                                    4
   30.     Estate Assets                                             4
   31.     Fee Application                                           4
   32.     Fee Claim                                                 4
   33.     Filing Date                                               4
   34.     Final Order                                               4
   35.     Joint Plan                                                4
   36.     Labs                                                      4
   37.     Lien                                                      5
   38.     Loan Documents                                            5
   39.     Major Default                                             5
   40.     MMS                                                       5
   41.     MMT                                                       5
   42.     MTS                                                       5
   43.     MTS Mortgage                                              5
   44.     Objection Deadline                                        5
   45.     Other Secured Claim                                       5
   46.     Packaging                                                 5
   47.     Patent Assignment                                         5
   48.     Person                                                    5
</TABLE>




                                      i

<PAGE>   3



<TABLE>
<S>        <C>                                                        <C>
   49.     Performance Pharmacy                                       5
   50.     Plan Documents                                             5
   51.     Plan Documents Order                                       5
   52.     Plan Note I                                                5
   53.     Plan Note II                                               7
   54.     Priority Non-Tax Claim                                     7
   55.     Priority Tax Claim                                         8
   56.     Professional Persons                                       8
   57.     Pro Rata Share                                             8
   58.     Reorganized Debtors                                        8
   59.     Schedules                                                  8
   60.     Secured Claim                                              8
   61.     Siegel                                                     8
   62.     Siegel Family Partnership                                  8
   63.     Siegel Guaranty                                            8
   64.     Software Companies                                         8
   65.     SouthTrust                                                 8
   66.     SouthTrust Claim                                           8
   67.     Tampa Pathology                                            8
   68.     Tampa Pathology Claim                                      8
   69.     Tampa Pathology Motion                                     8
   70.     Unsecured Claim                                            9
   71.     Vangard Labs                                               9
   72.     Vangard Mortgage                                           9
   73.     Vangard Plan                                               9
                                                                       
                                                                       
B. Application of Definitions and Rules of Construction                
   Contained in the Bankruptcy Code                                   9
                                                                       
ARTICLE II      CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS         9
                                                                        
A. Claims and Equity Interests Classified                             9 
                                                                        
B. Administrative Claims and Priority Tax Claims                      9 
                                                                        
C. Claims and Equity Interests                                        9 
   1.      Class 1A: Priority Non-Tax Claims against Packaging        9     
   2.      Class 1B: Priority Non-Tax Claims against Labs            10     
   3.      Class 2: SouthTrust Bank Claim                            10     
   4.      Class 3: Other Secured Claims                             10     
   5.      Class 4: Tampa Pathology Claim against Labs               10     
   6.      Class 5: Unsecured Claims against Packaging               10     
   7.      Class 6: Unsecured Claims against Labs                    10     
   8.      Class 7: Subordinated Claims                              10     
   9.      Class 8: Equity Interests                                 10     
                                                                          
D. Separate Classification of Other Secured Claims                   10   
                                                                          
ARTICLE III   IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS
                     AND EQUITY INTERESTS                            10

A. Unimpaired Classes of Claims and Equity Interests                 10

B. Impaired Classes of Claims                                        10

C. Impairment Controversies                                          10
</TABLE>


                                       ii




<PAGE>   4

<TABLE>
<S>                                                                  <C>
ARTICLE IV     PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY
                    INTERESTS CLASSIFIED IN THE JOINT PLAN           10

A. Class 1A (Priority Non-Tax Claims against Packaging)              11
                                                                     
B. Class  1B (Priority Non-Tax Claims against Labs)                  11
                                                                     
C. Class 2 (SouthTrust Claim)                                        11
                                                                     
D. Class 3 (Other Secured Claims)                                    12
                                                                     
E. Class 4 (Tampa Pathology Claim against Labs)                      12
                                                                     
F. Class 5 (Unsecured Claims against Packaging)                      12
                                                                     
G. Class 6 (Unsecured Claims against Labs)                           13
                                                                     
H. Class 7 (Subordinated Claims)                                     13
                                                                     
I. Class 8 (Equity Interests)                                        13
                                                                     
ARTICLE V    PROVISIONS FOR TREATMENT OF UNCLASSIFIED                    
               CLAIMS                                                13
                                                                     
A. Administrative Claims                                             13

   1.   Time for Filing Administrative Claims                        13 
   2.   Time for Filing Fee Claims                                   14 
   3.   Allowance of Administrative Claims                           14 
   4.   Payment of Allowed Administrative Claims                     14

B. Priority Tax Claims                                               14

ARTICLE VI   ACCEPTANCE OR REJECTION OF THE JOINT PLAN:
                  EFFECT OF REJECTION BY ONE OR MORE CLASSES
                  OF CLAIMS OR EQUITY INTERESTS                      14

A. Classes Entitled to Vote                                          14  
                                                                         
B. Class Acceptance Requirement                                      14  

ARTICLE VII   MEANS FOR IMPLEMENTATION OF THE JOINT PLAN             15

A. Allowance of Claims                                               15    
                                                                           
B. Restructure of SouthTrust Debt                                    15    
                                                                           
C. Operation of the Debtors                                          15    
                                                                           
D. Vesting                                                           15    
                                                                           
E. Income Tax Refund                                                 15    
                                                                           
F. Compromise and Settlement Between Labs and Tampa Pathology        15 
</TABLE>



                                      iii


<PAGE>   5


<TABLE>     
<S>                                                                            <C>
G. Payment by MTS to Retain Equity Interests; Issuance of MTS Debentures       15

ARTICLE VIII   PROVISIONS GOVERNING DISTRIBUTIONS                              16

A. Date of Distributions                                                       16                      
                                                                                                       
B. Distributions to be Made by Debtors                                         16                      
                                                                                                       
C. Means of Cash Payment                                                       16                      
                                                                                                       
D. Delivery of Distributions                                                   16                      
                                                                                                       
E. Distributions Under Five Dollars                                            16                      
                                                                                                       
F. Time Bar to Cash Payments                                                   17                      

G. Disposition of Undeliverable Funds                                          17

ARTICLE IX     PROCEDURES FOR RESOLVING AND TREATING
                  CONTESTED CLAIMS                                             17

A. Objection Deadline                                                          17 
                                                                                  
B. No Distributions Pending Allowance                                          17 
                                                                                  
C. Distributions After Allowance                                               17 
                                                                  
ARTICLE X      TREATMENT OF EXECUTORY CONTRACTS AND
                  UNEXPIRED LEASES                                             17

A. Rejected If Not Assumed                                                     17

B. Bar to Rejection Damages                                                    18

ARTICLE XI     CONDITIONS TO CONFIRMATION                                      18  
                                                                                   
ARTICLE XII    WAIVER OF CERTAIN RIGHTS                                        18  
                                                                                   
ARTICLE XIII   MISCELLANEOUS PROVISIONS                                        19  

A. Notice of Entry of Confirmation Order and Relevant Dates                    19

B. Compliance with Tax Requirements                                            19 
                                                                                  
C. Compliance with All Applicable Laws                                         19 
                                                                                  
D. Discharge of Claims                                                         19 
                                                                                  
E. Effect of Confirmation Order                                                19 
                                                                                  
F. No Discharge of Non-Debtor Obligations                                      20 

G. Payment of Statutory Fees                                                   20

H. Binding Effect                                                              20
</TABLE>    


                                       iv


<PAGE>   6

   
<TABLE>                                      
<S>                                                                            <C>
I. Notices                                                                     20 
                                                                                  
J. Governing Law                                                               20 
                                                                                  
K. Transfer Taxes                                                              20 
                                                                                  
ARTICLE XIV    RETENTION OF JURISDICTION                                       21 
                                                                                  
A. Retention of Jurisdiction                                                   21 
                                                                                  
B. Modification of the Joint Plan                                              22 
</TABLE>                                     
                                             
                                             

                                      v


<PAGE>   7


                                    EXHIBITS



 A    Patent Registrations and Applications

 B    Executory Contracts and Leases to be Assumed





                                       vi


<PAGE>   8


            FIRST AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION
             UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE


     Pursuant to section 1121(a) of the Bankruptcy Code, MTS Packaging Systems,
Inc. and Medical Technology Laboratories, Inc. ("Debtors") propose the
following First Amended and Restated Joint Plan of Reorganization ("Joint
Plan") in their bankruptcy cases.


                                  INTRODUCTION


     On September 23, 1993, the Debtors, together with the Debtors' parent
corporation, Medical Technology Systems, Inc. ("MTS"), certain other
subsidiaries of MTS and Todd E. Siegel, entered into an Amended and Restated
Loan and Security Agreement with SouthTrust Bank of Alabama, National
Association ("SouthTrust").  Pursuant to the Amended and Restated Loan and
Security Agreement and the other Loan Documents, as defined below, the Debtors
and the other members of the Borrowing Group (as defined therein), jointly and
severally, owed SouthTrust in excess of $28,000,000, as of the Filing Date.
The indebtedness evidenced by the Loan Documents is secured by all Estate
Assets, as defined below, and by all other collateral of the other members of
the Borrowing Group described in the Loan Documents.

     This Joint Plan is being filed by the Debtors jointly in order to, among
other things, (i) facilitate the restructuring of the indebtedness evidenced by
the Loan Documents, (ii) amend and restate the Loan Documents in the manner set
forth in the Plan Documents (as defined below), which will be executed and
delivered by the Debtors, MTS, all other subsidiaries of MTS and Todd E.
Siegel, and (iii) establish the separate treatment of all other Claims against
the Debtors.  Pursuant to this Joint Plan, the Debtors, MTS and all other
subsidiaries of MTS will execute and deliver amended and restated promissory
notes, designated in this Joint Plan as "Plan Note I and II", in the aggregate
Stated Principal Amount of $28,257,857.67.  As specified in this Joint Plan and
in the Plan Documents, however, under certain circumstances (including, without
limitation, the full and complete compliance with all of the terms and
conditions of the Plan Documents), the Debtors, MTS and the other subsidiaries
of MTS may satisfy Plan Note I and Plan Note II upon payment to SouthTrust of
(i) all of the proceeds from the sale of Vangard Labs, Inc. pursuant to its
plan of reorganization, (ii) pending such sale, all of the excess cash flow
generated by Vangard Labs, Inc., (iii) upon Plan Note II, $250,000.00 on the
Closing Date and either $500,000.00 within six months thereafter or monthly
cash flow payments totaling $750,000.00, (iv) $15,000,000, plus accrued
interest thereon under Plan Note I, (v) a portion of the proceeds, as specified
in this Joint Plan and the Vangard Plan, of all Causes of Action, and (vi) a
portion of the proceeds derived from Capital Transactions, as defined in the
Plan Documents.

     Despite the fact that this Joint Plan is filed jointly, the creditors of
Packaging and Labs, other than SouthTrust, may receive different treatment
under the Joint Plan.  Likewise, although this Joint Plan is a joint plan of
reorganization for both of the Debtors, the assets of the Debtors, and the
treatment and payment of most Claims (and in particular, unsecured Claims)
against the Debtors, are in fact separate.  Each Creditor must look only to the
specific Debtor to whom its Claim relates for payment and satisfaction of such
creditor's Claim.

     The legal effect of confirmation of this Joint Plan will be to confirm a
separate plan of reorganization for each of Packaging and Labs.  Other than
SouthTrust, to whom the Debtors are obligated jointly and severally, the
creditors of Packaging will obtain under the Joint Plan specific rights against
Packaging only, and the creditors of Labs will obtain under the Joint Plan
specific rights against Labs only.


                                       1


<PAGE>   9


                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION


A. DEFINITIONS.

     The capitalized terms used herein shall have the respective meanings set
forth below:

     1. "ADMINISTRATIVE CLAIM" shall mean a Claim incurred by the Debtors (or
their Estates) on or after the Filing Date and before the Effective Date for a
cost or expense of administration of the Chapter 11 Cases entitled to priority
under sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without
limitation, Claims, Fee Claims, Claims for cure payments under section
365(a)(1) of the Bankruptcy Code, obligations incurred after the Filing Date by
Debtors in the ordinary course of business, any actual and necessary expenses
of preserving the Estate Assets, any fees or charges assessed against the
Debtors' Estates under section 1930, chapter 123 of title 28 of the United
States Code, and other Claims as ordered by the Bankruptcy Court.

     2. "AFFILIATED ENTITIES" shall mean Medical Technology Systems, Inc.,
Vangard Pharmaceutical Packaging, Inc., Vangard Labs, Inc., Clearwater Medical
Services, Inc., MTS Sales & Marketing, Inc., Cart-Ware, Inc., Performance
Pharmacy Systems, Inc., Medication Management Technologies, Inc., Medication
Management Systems, Inc., and Systems Professionals, Inc.

     3. "ALLOWED" when used with respect to any Claim, except for a Claim that
is an Administrative Claim, shall mean a Claim (i) to the extent it is not a
Contested Claim as of the Effective Date; or (ii) to the extent it is a
Contested Claim as of the Effective Date, proof of which was timely filed with
the Bankruptcy Court, and (a) as to which no objection was filed by the
Objection Deadline, unless such Claim is to be determined in a forum other than
the Bankruptcy Court, in which case such Claim shall not become allowed until
determined by Final Order of such other forum and allowed by Final Order of the
Bankruptcy Court; (b) as to which an objection was filed by the Objection
Deadline, to the extent allowed by a Final Order; or (c) which otherwise
becomes an Allowed Claim as provided in the Joint Plan.  In the event a proof
of claim is filed by a creditor for an amount less than the amount set forth in
the Schedules then the amount set forth in the proof of claim shall constitute
the maximum amount of such creditor's Allowed Claim.

     4. "ALLOWED" when used with respect to any Equity Interest shall mean an
Equity Interest, proof of which was timely and properly filed or, if no proof
of interest was filed, which has been listed by the Debtors on their Schedules
as liquidated in amount and not disputed or contingent, and, in either case, as
to which no objection to the allowance thereof has been filed by the Objection
Deadline or as to which any objection has been filed by the Objection Deadline,
to the extent allowed by Final Order or as may therein be determined by Order
of the Bankruptcy Court.

     5. "ALLOWED ADMINISTRATIVE CLAIM" shall mean an Administrative Claim that
is allowed pursuant to the procedures set forth in Article V of the Joint Plan.

     6. "BALLOT DATE" shall mean the date set by the Bankruptcy Court when all
ballots to accept or reject this Joint Plan must be filed with the clerk of the
Bankruptcy Court.

     7. "BANKRUPTCY CODE" shall mean title 11 of the United States Code, as now
in effect or as amended.

     8. "BANKRUPTCY COURT" shall mean the United States Bankruptcy Court for
the Middle District of Florida, or such other court having jurisdiction over
the Chapter 11 Cases.

     9. "BANKRUPTCY RULES" shall mean the Federal Rules of Bankruptcy Procedure
which govern the forms of process, writs, pleadings, and motions, and the
practice and procedure in cases under the Bankruptcy Code, as prescribed by the
United States Supreme Court pursuant to 28 U.S.C. Section 2075, and the Local
Rules of the Bankruptcy Court.


                                       2


<PAGE>   10


     10. "BAR DATE" shall mean the date fixed by order of the Bankruptcy Court
by which a proof of claim must be filed against the Debtors with the clerk of
the Bankruptcy Court; to wit, ______________, 1996.  With respect to damages
resulting from the rejection of an executory contract or unexpired lease under
the Joint Plan, the Bar Date shall mean the date which is thirty (30) days
following the entry of the Confirmation Order in accordance with Article XI.B
of the Joint Plan.

     11. "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or a
legal holiday as defined in Bankruptcy Rule 9006(a).

     12. "CART-WARE" shall mean Cart-Ware, Inc., one of the Affiliated
Entities.

     13. "CASH" shall mean legal tender of the United States of America or cash
equivalents.

     14. "CAUSES OF ACTION" means all causes of action of any kind held at any
time by the Debtors or any of the Affiliated Entities arising before the
Closing Date against any party or parties, including, without limitation, any
rights arising under sections 542, 544, 545, 547, 548, 549 or 550 of the
Bankruptcy Code.

     15. "CHAPTER 11 CASES" shall mean the Debtors' cases under Chapter 11 of
the Bankruptcy Code pending before the Bankruptcy Court and styled In re
Medical Technology Laboratories, Inc., Case No. 96-00078 and In re MTS
Packaging Systems, Inc., Case No. 96-00077.

     16. "CLAIM" shall mean (a) any right to payment from the Debtors, whether
or not such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured; (b) any right to an equitable remedy for breach of
performance if such breach gives rise to a right of payment from the Debtors,
whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured, or unsecured; or
(c) any Lien against the Estate Assets.

     17. "CLOSING" shall mean the consummation of the transactions among the
Debtors, the Affiliated Entities and SouthTrust in connection with the
amendment and restatement of the Loan Documents in the manner provided in the
Plan Documents, and at which the Plan Documents to be executed and delivered by
such parties under this Joint Plan shall be executed and delivered.

     18. "CLOSING DATE" shall mean the date on which the Closing occurs, which
shall be (a) the Confirmation Date, (b) at SouthTrust's election, two business
days after the conditions described in Article XI, Sections 2, 3 and 4 of this
Joint Plan are satisfied or waived in writing by SouthTrust, or (c) such other
date as SouthTrust and the Debtors shall agree in writing.

     19. "COLLATERAL" shall mean all Estate Assets and all assets of the
Affiliated Entities.

     20. "CONFIRMATION DATE" shall mean the date on which the Confirmation
Order becomes a Final Order.

     21. "CONFIRMATION HEARING" shall mean the hearing held by the Bankruptcy
Court, as it may be continued from time to time, at which the Debtors shall
seek confirmation of the Joint Plan.

     22. "CONFIRMATION ORDER" shall mean the order of the Bankruptcy Court
confirming the Joint Plan in accordance with Chapter 11 of the Bankruptcy Code.

     23. "CONTESTED" when used with respect to a Claim, shall mean a Claim (i)
that is listed in the Schedules as disputed, contingent or unliquidated; (ii)
that is listed in the Schedules as undisputed, liquidated, and not contingent
and as to which a proof of Claim has been filed with the Bankruptcy Court, to
the extent the proof of Claim exceeds the scheduled amount; (iii) that is not
listed in the Schedules, but as to which a proof of claim has been filed with
the Bankruptcy Court; or (iv) as to which an objection has been filed before
the Objection Deadline; 



                                      3
<PAGE>   11


provided, that a Claim that is Allowed by Final Order, or pursuant to the Joint
Plan, on or before the Objection Deadline, shall not be a Contested Claim to
the extent such Claim is Allowed.

     24. "DEBTORS" shall mean Medical Technology Laboratories, Inc. and MTS
Packaging Systems, Inc.

     25. "DISALLOWED" when used with respect to a Claim, shall mean a Claim to
the extent 10 days has expired since it has been disallowed by order of the
Bankruptcy Court, unless proper application for a stay of such order has been
made within such 10 day period, in which case the Claim shall be disallowed 30
days after entry of the order disallowing such Claim, unless prior to the
expiration of such period, a stay is obtained with respect to the order
disallowing the Claim.

     26. "DISCLOSURE STATEMENT" shall mean the Disclosure Statements pursuant
to section 1125 of the Bankruptcy Code filed by the Debtors in the Chapter 11
Cases, as approved by Orders of the Bankruptcy Court.

     27. "EFFECTIVE DATE" shall mean the tenth Business Day following the date
upon which the Confirmation Order becomes a Final Order.

     28. "EQUITY INTEREST" shall mean any share or other instrument evidencing
an ownership interest in the Debtors, whether or not transferable or
denominated "stock", or similar security, and any warrant or right, other than
a right to convert, to purchase, sell, or subscribe to a share, security, or
interest in the Debtors, or any other obligation of the Debtors determined to
be an Equity Interest by the Bankruptcy Court.

     29. "ESTATE" shall mean the estates created with respect to the Debtors
pursuant to section 541 of the Bankruptcy Code upon the commencement of the
Chapter 11 Cases.

     30. "ESTATE ASSETS" shall mean all of the assets that are included in the
Estates of the Debtors, including Causes of Action.

     31. "FEE APPLICATION" shall mean an application of a Professional Person
under section 330 or 503 of the Bankruptcy Code for allowance of compensation
and reimbursement of expenses in the Chapter 11 Cases.

     32. "FEE CLAIM" shall mean a Claim under section 330 or 503 of the
Bankruptcy Code for allowance of compensation and reimbursement of expenses in
the Chapter 11 Cases.

     33. "FILING DATE" shall mean the date on which the voluntary petition was
filed by the Debtors commencing the Chapter 11 Cases; to wit; January 3, 1996.

     34. "FINAL ORDER" shall mean (i) an order of the Bankruptcy Court as to
which the time to appeal, petition for certiorari, or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari, or
other proceedings for reargument or rehearing shall then be pending or as to
which any right to appeal, petition for certiorari, reargue, or rehearing shall
have been waived in writing in form and substance satisfactory to SouthTrust
or, (ii) in the event that an appeal, writ of certiorari, reargument, or
rehearing thereof has been sought, such order of the Bankruptcy Court shall
have been affirmed by the highest court to which such order was appealed, or
certiorari has been denied, or from which reargument or rehearing was sought,
and the time to take any further appeal, petition for certiorari or move for
reargument or rehearing shall have expired; provided, that no order shall fail
to be a Final Order solely because of the possibility that a motion pursuant to
Rule 60 of the Federal Rules of Civil Procedure, as made applicable by Rule
9024 of the Bankruptcy Rules, may be filed with respect to such order.

     35. "JOINT PLAN" shall mean this Joint Plan of Reorganization filed and
proposed by the Debtors.

     36. "LABS" shall mean Medical Technology Laboratories, Inc., a debtor
herein.




                                      4


<PAGE>   12


     37. "LIEN" shall have the meaning assigned to it in section 101(37) of the
Bankruptcy Code.

     38. "LOAN DOCUMENTS" shall mean the Amended and Restated Loan and Security
Agreement dated September 28, 1993 among SouthTrust, the Debtors, the
Affiliated Entities and Todd E. Siegel, as amended prior to the Filing Date,
and all promissory notes, guaranties, collateral and security agreements and
all other ancillary agreements, documents and instruments executed and
delivered in connection therewith or pursuant thereto.

     39. "MAJOR DEFAULT" shall mean an event of default under Plan Note I, Plan
Note II or the related Plan Documents as defined in the Loan Agreementd.

     40. "MMS" shall mean Medication Management Systems, Inc., one of the
Affiliated Entities.

     41. "MMT" shall mean Medication Management Technologies, Inc., one of the
Affiliated Entities.

     42. "MTS" shall mean Medical Technology Systems, Inc., the sole
shareholder of the Debtors.

     43. "MTS MORTGAGE" shall mean the second mortgage in favor of SouthTrust
on real property located in Glasgow, Kentucky and owned by MTS, to be executed
and delivered by MTS on the Closing Date.

     44. "OBJECTION DEADLINE" shall mean the date that is the thirtieth (30th)
day following the Confirmation Date, or such other date as may be ordered by
the Bankruptcy Court.

     45. "OTHER SECURED CLAIM" shall mean a Secured Claim other than the
SouthTrust Secured Claim.

     46. "PACKAGING" shall mean MTS Packaging Systems, Inc., a debtor herein.

     47. "PATENT ASSIGNMENT" shall mean the assignment of the patents and
patent applications listed or described in the Settlement Agreement hereto, as
additional collateral for the Plan Note, in form and substance acceptable to
SouthTrust, which shall be filed of record with the U.S. Patent and Trademark
Office.

     48. "PERSON" shall mean an individual, corporation, partnership, joint
venture, trust, estate, unincorporated association, unincorporated
organization, governmental entity, or political subdivision thereof, or any
other entity.

     49. "PERFORMANCE PHARMACY" shall mean Performance Pharmacy Systems, Inc.,
one of the Affiliated Entities.

     50. "PLAN DOCUMENTS" shall mean the documents that aid in effectuating and
implementing the Plan, including but not limited to, Plan Note I, Plan Note II,
the Siegel Guaranty, the Stock Pledge, the Patent Assignment, the MTS Mortgage,
the Vangard Mortgage and all documents, agreements and instruments which amend,
restate, or amend and restate the Loan Documents, all of which shall be
executed and delivered on the Closing Date.  The Plan Documents shall be
submitted to the Bankruptcy Court at least fifteen (15) days prior to
commencement of the Confirmation Hearing, for approval by the Bankruptcy Court
contemporaneously with confirmation of this Joint Plan.

     51. "PLAN DOCUMENTS ORDER" shall mean the order of the Bankruptcy Court
approving the Plan Documents as described in Article XI, Sections 1 and 3 of
this Joint Plan.

     52. "PLAN NOTE I" shall mean the amended and restated promissory note to
be executed and delivered by the Debtors and all Affiliated Entities on the
Closing Date, having a Stated Principal Amount of $27,257,857.67 and an
Amortization Principal Amount of $15,000,000, under which, among other things:



                                      5


<PAGE>   13

         (a)  Accrued interest on the Amortization Principal Amount, at the
      rate of 7.5% per annum, from the date of entry of the Confirmation
      Order to the Closing Date will be paid on the Closing Date;

         (b)  Monthly payments of accrued interest, at the rate of 7.5% per
      annum, on the outstanding balance of the Amortization Principal
      Amount will be due and payable on the first day of each calendar
      month, commencing on the first day of the first full calendar
      month following the Closing Date, through the twenty-fourth (24th)
      month following the Closing Date;

         (c)  The outstanding balance of the Amortization Principal Amount
      will be amortized, based on a twenty-year amortization at the rate
      of 7.5% per annum, with monthly payments of principal and accrued
      interest in equal monthly installments over an eight (8) year
      period, commencing on the first day of the twenty-fifth (25th)
      month following the Closing Date, and on the first day of each
      calendar month thereafter, with all remaining principal and
      interest being due and payable on the first day of the first full
      calendar month following the tenth (10th) anniversary of the
      Closing Date;

         (d)  In the event of a Capital Transaction (as defined in the Plan
      Documents) with respect to Labs, or application of principal
      payments as described in paragraph (i), below, Labs will be
      released from liability under Plan Note I, except for amounts
      becoming due under paragraph (g) below and amounts becoming due on
      account of Causes of Action (and its assets and capital stock
      released from the security interests therein granted in the Plan
      Documents) upon the payment to SouthTrust of $2,000,000 of the
      proceeds from such Capital Transaction (less the amount credited
      under paragraph (i), below), provided that no event of default
      under the Plan Documents shall have occurred and be continuing;

         (e)  In the event of a Capital Transaction (as defined in the Plan
      Documents) with respect to any one or more of the Software
      Companies, or application of principal payments as described in
      paragraph (i), below, all of the Software Companies will be
      released from liability under Plan Note I, except for amounts
      becoming due under paragraph (g) below and amounts becoming due on
      account of Causes of Action (and their assets and capital stock
      released from the security interests therein granted in the Plan
      Documents) upon the payment to SouthTrust of $1,000,000 of the
      proceeds from such Capital Transaction (less the amount credited
      under paragraph (i), below), provided that no event of default
      under the Plan Documents shall have occurred and be continuing;

         (f)  Any sums paid to SouthTrust under clauses (d) or (e) of this
      definition shall be applied against accrued and unpaid interest on
      the Amortization Principal Amount and then to such Amortization
      Principal Amount;

         (g)  In the event of a Capital Transaction as described in clause
      (d) or (e) above, SouthTrust will be paid a premium over the
      amounts set forth therein as follows: (i) if the Capital
      Transaction occurs in the first year of the term of Plan Note I, a
      premium of 50% of the Net Proceeds (as defined in the Plan
      Documents) from such Capital Transaction, (ii) if the Capital
      Transaction occurs in the second year of the term of Plan Note I,
      a premium of 40% of the Net Proceeds from such Capital
      Transaction, (iii) if the Capital Transaction occurs in the third
      year of the term of Plan Note I, a premium of 30% of the Net
      Proceeds from such Capital Transaction, (iv) if the Capital
      Transaction occurs in the fourth year of the term of Plan Note I,
      a premium of 20% of the Net Proceeds from such Capital
      Transaction, and (v) if the Capital Transaction occurs in the
      fifth year of the term of Plan Note I, a premium of 10% of the Net
      Proceeds from such Capital Transaction;

         (h)  The following amounts, when paid to SouthTrust will be
      applied against the difference between the Amortization Principal
      Amount and the Stated Principal Amount: (i) the Net Sales Proceeds
      paid to SouthTrust from the sale of the Vangard Assets (as defined
      in the Vangard Plan), after repayment in full of all outstanding
      amounts owed by Vangard Labs to 


                                      6


<PAGE>   14

      SouthTrust under certain post-petition financing provided by SouthTrust
      to Vangard Labs, (ii) the premium payments to SouthTrust made under
      clause (g) of this definition, and (iii) proceeds payable to SouthTrust
      from Causes of Action; and

         (i)  Payments of the Amortization Principal Amount made to
      SouthTrust as described in subparagraph (c) above will be credited
      against the release prices described in subparagraphs (d) and (e)
      above, as follows:  an amount equal to 75% of principal payments
      made will be credited (i) first, against the release price
      described in subparagraph (e) until an aggregate of $1,000,000 in
      principal payments have been applied to satisfy the release price
      set forth in paragraph (e), and (ii) then, against the release
      price described in subparagraph (d) until an aggregate of
      $2,000,000 in additional principal payments have been applied to
      satisfy the release price set forth in subparagraph (d).

Plan Note I will be secured by all Estate Assets and all other Collateral
described in the Loan Documents and the Plan Documents, will be unconditionally
guaranteed pursuant to the Siegel Guaranty, and will provide that any default
or event of default under Plan Note II will constitute an event of default
under Plan Note I.  In addition, Plan Note I and the related Plan Documents
will contain provisions, in form and substance acceptable to SouthTrust in all
respects, under which the Debtors and the Affiliated Entities will waive
certain rights to object or seek to stop or stay any foreclosure upon any Major
Default and the expiration of any applicable cure period, and will consent to
the grant of relief from the automatic stay in any future bankruptcy case, all
as described in Article XII of this Joint Plan.

     53. "PLAN NOTE II" shall mean the amended and restated promissory note to
be executed and delivered by the Debtors and all Affiliated Entities on the
Closing Date, having an original principal amount of $1,000,000, under which,
among other things:

           (a) Commencing 6 months after the closing date, the Debtors
      and the Affiliated Entities shall pay to SouthTrust on a monthly
      basis 15% of their Excess Cash Flow, as defined in Plan Note II,
      until (i) the principal amount of Plan Note II has been paid in
      full, or (ii) the fifth anniversary of the date payments commence,
      whichever occurs first;

           (b) The following amounts, when paid to SouthTrust, will be
      applied against the outstanding principal of Plan Note II:  (i)
      the payment described in Article IV, Section C.1(d) of the Joint
      Plan, and (ii) the tax refund proceeds described in Article IV,
      Section C.1(e) of the Joint Plan;

           (c) In the event that the payment described in Article IV,
      Section C.1(d) is paid when due on the Closing Date and the
      payment described in Article IV, Section C.2 in the amount of at
      least $500,000 or any combination of the two totalling $750,000 is
      made to SouthTrust on or prior to the date which is six (6) months
      after the Closing Date, then Plan Note II will be deemed fully
      satisfied and will be cancelled; and

           (d) In the event that Labs or the Software Companies are
      released from its or their obligations under Plan Note I, as
      described in the definition of Plan Note I, such entity or
      entities shall also be released from its or their obligations
      under Plan Note II.

Plan Note II will be secured by all Estate Assets and by all other collateral
described in the Loan Documents and the Plan Documents, will provide that any
default or event of default under Plan Note I will constitute an event of
default under Plan Note II, and in all other respects will contain similar
provisions to those contained in Plan Note I.

     54. "PRIORITY NON-TAX CLAIM" shall mean any Claim accorded priority in
right of payment under Section 507(a)(3)(4)(6) or (7) of the Bankruptcy Code.


                                      7


<PAGE>   15

     55. "PRIORITY TAX CLAIM" shall mean a Claim of a governmental unit of the
kind specified in Section 507(a)(8) of the Bankruptcy Code.

     56. "PROFESSIONAL PERSONS" shall mean Persons retained or to be
compensated pursuant to Sections 327, 328, 330, 503(b), and 1103 of the
Bankruptcy Code.

     57. "PRO RATA SHARE" shall mean the proportion that the amount of an
Allowed Claim in a particular class of Claims bears to the aggregate amount of
all Claims in such class of Claims, including Contested Claims, but not
including Disallowed Claims.

     58. "REORGANIZED DEBTORS" means the Debtors as they may exist after the
Confirmation Date.

     59. "SCHEDULES" shall mean the schedules of assets and liabilities and the
statement of financial affairs filed by the Debtors as required by Section 521
of the Bankruptcy Code and the Official Bankruptcy Forms of the Bankruptcy
Rules, as such schedules may from time to time have been amended prior to the
filing of this Joint Plan.

     60. "SECURED CLAIM" shall mean (i) a Claim secured by a Lien on Estate
Assets, but only to the extent of the value of the Collateral that secures
payment of the Claim; or (ii) a Claim allowed under the Joint Plan as a Secured
Claim.

     61. "SIEGEL" shall mean Todd E. Siegel, an individual.

     62. "SIEGEL FAMILY PARTNERSHIP" shall mean Siegel Family Limited
Partnership, a Florida limited partnership.

     63. "SIEGEL GUARANTY" shall mean the Guaranty to be executed and delivered
by Mr. Todd E. Siegel on the Closing Date to SouthTrust unconditionally
guaranteeing all of the Debtors' and the Affiliated Entities' obligations and
liabilities to SouthTrust under Plan Note I and Plan Note II.

     64. "SOFTWARE COMPANIES" shall mean Performance Pharmacy, Cart-Ware, MMS
and MMT.

     65. "SOUTHTRUST" shall mean SouthTrust Bank of Alabama, National
Association, a national banking association.

     66. "SOUTHTRUST CLAIM" shall mean the Claim held by SouthTrust against the
Debtors in the amount of $28,257,857.67, which is secured by Liens on all
Estate Assets and by all other collateral described in the Loan Documents.

     67. "TAMPA PATHOLOGY" shall mean Independent Clinical Laboratories, Inc.,
a Florida corporation d/b/a Tampa Pathology Laboratory.

     68. "TAMPA PATHOLOGY CLAIM" shall mean the Claim asserted by Tampa
Pathology against Labs, which is based upon amounts claimed to be due and owing
under that certain Purchase Agreement between Labs and Tampa Pathology, dated
as of March 17, 1995, and which is more particularly described in the proof of
claim filed by Tampa Pathology.

     69. "TAMPA PATHOLOGY MOTION" shall mean the joint motion for approval of
compromise and settlement of claims, filed (or to be filed not less than 30
days prior to the Confirmation Hearing) with the Bankruptcy Court by Labs and
Tampa Pathology, pursuant to which Labs and Tampa Pathology request the
Bankruptcy Court's approval of a compromise and settlement of the Tampa
Pathology Claim.


                                      8

<PAGE>   16

     70. "UNSECURED CLAIM" shall mean any Claim other than the SouthTrust
Claim, Other Secured Claims, Administrative Claims, Priority Tax Claims and
Priority Non-Tax Claims.

     71. "VANGARD LABS" shall mean Vangard Labs, Inc.

     72. "VANGARD MORTGAGE" shall mean the second mortgage in favor of
SouthTrust on real property located in Glasgow, Kentucky, and owned by Vangard
Labs to be executed and delivered by Vangard Labs, Inc. on the Closing Date.

     73. "VANGARD PLAN" shall mean the Liquidating Plan filed and proposed by
Vangard in Case No. 96-02054-8G1.

B. APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION
     CONTAINED IN THE BANKRUPTCY CODE.

     Words and terms defined in Section 101 of the Bankruptcy Code shall have
the same meaning when used in the Joint Plan, unless a different definition is
given in the Joint Plan.  The rules of construction contained in Section 102 of
the Bankruptcy Code shall apply to the construction of the Joint Plan.

C. EXHIBITS AND PLAN DOCUMENTS.

     All Exhibits to the Joint Plan, and all Plan Documents, whether or not
attached as Exhibits to the Joint Plan, are incorporated into and are a part of
the Joint Plan as if set forth in full herein.


                                   ARTICLE II

                               CLASSIFICATION OF
                          CLAIMS AND EQUITY INTERESTS


A. CLAIMS AND EQUITY INTERESTS CLASSIFIED.

     For purposes of organization, voting, and all confirmation matters, except
as otherwise provided herein, all Claims (except for Administrative Claims and
Priority Tax Claims), and all Equity Interests shall be classified as set forth
in Article II of the Joint Plan.  A Claim or Equity Interest is classified in a
particular class only to the extent that the Claim or Equity Interest qualifies
within the description of that class and is classified in other classes to the
extent that any remainder of the Claim or Equity Interest qualifies within the
description of such other classes.  A Claim or Equity Interest is also
classified within a particular class only to the extent that such Claims or
Equity Interests is an Allowed Claim or an Allowed Equity Interest in that
class and has not been paid, released or otherwise satisfied prior to the
Effective Date.

B. ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS.

     As provided in section 1123(a)(1) of the Bankruptcy Code, Administrative
Claims and Priority Tax Claims shall not be classified for purposes of voting
or receiving distributions under the Joint Plan.  Rather, all such Claims shall
be treated separately as unclassified Claims pursuant to the terms set forth in
Article V of this Joint Plan.

C. CLAIMS AND EQUITY INTERESTS.

   The Joint Plan classifies the Claims and Equity Interests as follows:


   1.   Class 1A:  Priority Non-Tax Claims against Packaging.



                                      9
<PAGE>   17

     2.   Class 1B:  Priority Non-Tax Claims Against Labs.
     
     3.   Class 2:   SouthTrust Bank Claim
     
     4.   Class 3:   Other Secured Claims.
     
     5.   Class 4:   Tampa Pathology Claim against Labs.
     
     6.   Class 5:   Unsecured Claims against Packaging.
     
     7.   Class 6:   Unsecured Claims against Labs.
     
     8.   Class 7:   Subordinated Claims.
     
     9.   Class 8:   Equity Intersts.


D. SEPARATE CLASSIFICATION OF OTHER SECURED CLAIMS.

     Although placed in one category for purposes of convenience, each Claim
that is determined to be an Other Secured Claim against the Debtors shall be
treated as though in a separate class for purposes of voting and receiving
distributions under the Joint Plan.


                                  ARTICLE III

                       IDENTIFICATION OF IMPAIRED CLASSES
                         OF CLAIMS AND EQUITY INTERESTS


A. UNIMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS.

     Classes 1A, 1B, and 3 are not impaired under the Joint Plan.

B. IMPAIRED CLASSES OF CLAIMS.

     With the exception of the unimpaired classes specified in Article III.A of
this Joint Plan, all classes of Claims and Equity Interests are impaired under
the Joint Plan.

C. IMPAIRMENT CONTROVERSIES.

     If a controversy arises as to whether any Claim or Equity Interest, or any
class of Claims or class of Equity Interests, is impaired under the Joint Plan
within the meaning of Section 1124 of the Bankruptcy Code, the Bankruptcy Court
shall, after notice and hearing, determine such controversy.


                                   ARTICLE IV

                 PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY
                     INTERESTS CLASSIFIED IN THE JOINT PLAN


     The classes of Claims and Equity Interests shall be treated as follows:


                                     10


<PAGE>   18

A. CLASS 1A (PRIORITY NON-TAX CLAIMS AGAINST PACKAGING).

     Each holder of an Allowed Priority Non-Tax Claim against Packaging shall
receive on the Effective Date Cash in the amount of such holder's Allowed
Priority Non-Tax Claim.

B. CLASS 1B (PRIORITY NON-TAX CLAIMS AGAINST LABS).

     Each holder of an Allowed Priority Non-Tax Claim against Labs shall
receive on the Effective Date Cash in the amount of such holder's Allowed
Priority Non-Tax Claim.

C. CLASS 2 (SOUTHTRUST CLAIM).

     1. Upon entry of the Confirmation Order, the SouthTrust Claim shall be
Allowed in the amount of $28,257,857.67.  SouthTrust shall retain the Liens,
security interests and pledges securing its Claim as of the Filing
Date and, at the Closing on the Closing Date, the Loan Documents shall be
amended and restated in their entirety pursuant to the Plan Documents.
Pursuant to the Plan Documents, SouthTrust shall receive on the Closing Date:

     (a) Plan Note I;

     (b) Plan Note II;

     (c) the Siegel Guaranty;

     (d) A one-time Cash distribution equal to $250,000.00;

     (e) an assignment, as additional collateral securing Plan Note I and Plan
Note II, of all tax refunds due the Debtors and Affiliated Entities with
respect to tax years prior to and including 1996:

     (f) the Patent Assignment; and

     (g) the other Plan Documents.

     2. Pursuant to this Joint Plan and the Plan Documents, SouthTrust shall
receive the payments called for in Plan Note I and Plan Note II in the amounts
and at the times set forth therein, and shall also receive (a) $500,000.00 of
the proceeds of the tax refunds described in Section B.1.(e) of this Joint
Plan, within seven Business Days after receipt thereof by any of the Debtors or
Affiliated Entities, which amount will be applied against amounts outstanding
under Plan Note II, and (b) one-half (1/2) of the proceeds derived from all
Causes of Action of the Debtors and the Affiliated Entities, other than Vangard
Labs, and 90% of the proceeds derived from Causes of Action of Vangard Labs.

     3. Unless a Major Default has occurred and is continuing, SouthTrust's
liens and security interests in the Estate Assets other than Causes of Action
shall be released upon (a) the payment of the Amortization Principal Amount of
Plan Note I and all accrued interest thereon in accordance with the Plan
Documents, (b) payment of all amounts owed under Plan Note II, and (c)
SouthTrust's receipt of the Net Sales Proceeds from the sale of the Vangard
Assets, as such terms are defined in the Vangard Plan.

     4. The SouthTrust Claim will be satisfied on and as of the tenth
anniversary of the Closing Date, if, and only if, (a) the Amortization
Principal Amount of Plan Note I, all accrued interest thereon, and all amounts
owed under Plan Note II are fully paid in accordance with the Plan Documents,
(b) the Net Sales Proceeds from the sale of the Vangard Assets are paid to
SouthTrust in accordance with the Vangard Plan, (c) all mandatory partial
prepayments under Plan Note I resulting from Causes of Action or Capital
Transactions (as defined in the Plan Documents) are fully paid in accordance
with the Plan Documents, and (d) no Major Default shall have occurred and be
continuing.


                                     11


<PAGE>   19

D. CLASS 3 (OTHER SECURED CLAIMS).

     Each Other Secured Claim, including the Allowed Secured Claim of the
Pinellas County Tax Collector, will be dealt with as though a separate class
and will be treated as follows.  At the option of the Debtors, each holder of
an Allowed Other Secured Claim, including Allowed Secured Claim of the Pinellas
County Tax Collector, shall retain its lien and either be paid the full amount
of its Allowed Other Secured Claim on the Effective Date, or the legal,
equitable and contractual rights to which said Allowed Other Secured Claim
entitles the holder thereof shall remain unaltered by the Joint Plan.

E. CLASS 4 (TAMPA PATHOLOGY CLAIM AGAINST LABS).

     As full and complete treatment for, and in full and complete settlement
of, the Tampa Pathology Claim, Tampa Pathology shall receive, from Labs, the
payments described in the Tampa Pathology Motion.

F. CLASS 5 (UNSECURED CLAIMS AGAINST PACKAGING).

     1. As full treatment for, and in full settlement of, the Allowed Class 5
Claims against Packaging, each holder of a Class 5 Allowed Claims shall receive
one of the following, pursuant to the election described in Section F.2, below:

     (a) A one-time Cash payment in an amount equal to 15% of such Class 5
Allowed Claim, which shall be paid on the date which is six (6) months after
the Effective Date;

     (b) An amount equal to 30% of such Class 5 Allowed Claim, payable as
follows:  (i) an amount equal to 5% of such Class 5 Allowed Claim on the first
anniversary of the Effective Date, plus (ii) an amount equal to 5% of such
Class 5 Allowed Claim on the second anniversary of the Effective Date, plus
(iii) an amount equal to 20% of such Class 5 Allowed Claim on the third
anniversary of the Effective Date; or

     (c) An amount equal to 100% of such Class 5 Allowed Claim, payable as
follows:  (i) equal payments, each of which will be in an amount equal to 5% of
such Class 5 Allowed Claim, commencing on the second anniversary of the
Effective Date, and on each anniversary thereafter through and including the
sixth anniversary of the Effective Date, plus (ii) equal payments, each of
which will be in an amount equal to 15% of such Class 5 Allowed Claim,
commencing on the seventh anniversary of the Effective Date, and on each
anniversary thereafter through and including the eleventh anniversary of the
Effective Date.

     2. In order to make an election to accept treatment (a), (b) or (c), each
holder of a Class 5 Allowed Claim must indicate its election on the ballot
which is attached to this Joint Plan and return it completed on or prior to the
Ballot Date.  In the event that any holder of a Class 5 Allowed Claim does not
properly designate an election on its ballot, or does not return its ballot on
or prior to the Ballot Date, such holder shall be deemed to have made the
election to receive treatment of its Class 5 Allowed Claim in accordance with
subparagraph (a), above.


                                     12


<PAGE>   20


G. CLASS 6 (UNSECURED CLAIMS AGAINST LABS).

     1. As full treatment for, and in full settlement of, the Allowed Class 6
Claims against Labs, each holder of a Class 6 Allowed Claim shall receive one
of the following, pursuant to the election described in Section G.2, below:

     (a) A one-time Cash payment in an amount equal to 15% of such Class 6
Allowed Claim, which shall be paid on the date which is six (6) months after
the Effective Date;

     (b) An amount equal to 30% of such Class 6 Allowed Claim, payable as
follows:  (i) an amount equal to 5% of such Class 6 Allowed Claim on the first
anniversary of the Effective Date, plus (ii) an amount equal to 5% of such
Class 6 Allowed Claim on the second anniversary of the Effective Date, plus
(iii) an amount equal to 20% of such Class 6 Allowed Claim on the third
anniversary of the Effective Date; or

     (c) An amount equal to 100% of such Class 6 Allowed Claim, payable as
follows:  (i) equal payments, each of which will be in an amount equal to 5% of
such Class 6 Allowed Claim, commencing on the second anniversary of the
Effective Date, and on each anniversary thereafter through and including the
sixth anniversary of the Effective Date, plus (ii) equal payments, each of
which will be in an amount equal to 15% of such Class 6 Allowed Claim,
commencing on the seventh anniversary of the Effective Date, and on each
anniversary thereafter through and including the eleventh anniversary of the
Effective Date.

     2. In order to make an election to accept treatment (a), (b) or (c), each
holder of a Class 6 Allowed Claim must indicate its election on the ballot
which is attached to this Joint Plan and return it completed on or prior to the
Ballot Date.  In the event that any holder of a Class 6 Allowed Claim does not
properly designate an election on its ballot, or does not return its ballot on
or prior to the Ballot Date, such holder shall be deemed to have made the
election to receive treatment of its Class 6 Allowed Claim in accordance with
subparagraph (a), above.

H. CLASS 7 (SUBORDINATED CLAIMS).

     The Claims of Insiders shall be subordinated to all other Claims and the
holders of Insider Claims shall not receive any payments or distributions on
account of such Claims until the SouthTrust Claim has been paid in full.

I. CLASS 8 (EQUITY INTERESTS).

     MTS, the holder of all Equity Interests in each of the Debtors, shall
retain such Equity Interests by virtue of the provisions set forth herein.


                                  ARTICLE V

               PROVISIONS FOR TREATMENT OF UNCLASSIFIED CLAIMS


A. ADMINISTRATIVE CLAIMS.  All Administrative Claims shall be treated as
follows:

     1. TIME FOR FILING ADMINISTRATIVE CLAIMS.  The holder of an Administrative
Claim, other than (i) a Fee Claim or (ii) a liability incurred and paid in the
ordinary course of business by the Debtors, must file with the Bankruptcy Court
and serve on the Debtors and their respective counsel, notice of such
Administrative Claim within ten days after the Confirmation Date or such other
date as the Bankruptcy Court may fix.  Such notice must include at a minimum
(i) the name of the holder of the Claim, (ii) the amount of the Claim, and
(iii) the basis of the Claim.  Failure to file this notice timely and properly
shall result in the Administrative Claim being forever barred and discharged.


                                     13


<PAGE>   21

     2. TIME FOR FILING FEE CLAIMS.  Each Professional Person who holds or
asserts an Administrative Claim that is a Fee Claim incurred before the
Confirmation Date must file with the Bankruptcy Court and serve on
all parties required to receive notice a Fee Application within 30 days after
the Confirmation Date.  The failure to file the Fee Application timely shall
result in the Fee Claim being forever barred and discharged.

     3. ALLOWANCE OF ADMINISTRATIVE CLAIMS.  An Administrative Claim with
respect to which notice has been properly filed pursuant to Article V.A.1 of
this Joint Plan shall become an Allowed Administrative Claim if no objection is
filed within twenty days of the filing and service of notice of such
Administrative Claim.  If an objection is filed within such twenty-day period,
the Administrative Claim shall become an Allowed Administrative Claim only to
the extent allowed by Final Order.  An Administrative Claim that is a Fee
Claim, and with respect to which a Fee Application has been properly filed
pursuant to Article V.A.2 of the Joint Plan, shall become an Allowed
Administrative Claim only to the extent allowed by Final Order.

     4. PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS.  Each holder of an Allowed
Administrative Claim shall receive (i) payment of the Allowed Administrative
Claim on the Effective Date, or (ii) such other treatment as may be agreed upon
by such holder; provided, that an Administrative Claim representing a liability
incurred in the ordinary course of business by the Debtors may be paid in the
ordinary course of business.

B. PRIORITY TAX CLAIMS.

     All Allowed Priority Tax Claims shall be treated as follows.  Each holder
of an Allowed Priority Tax Claim remaining unpaid on the Confirmation Date
shall receive at the sole option of Debtors (i) the amount of such holder's
Allowed Priority Tax Claim in one Cash payment on the Effective Date; (ii) the
amount of such holder's Allowed Priority Tax Claim, with post-confirmation
interest thereon, in equal annual Cash payments on each anniversary of the
Effective Date, until the sixth anniversary of the date of assessment of such
Claim; or (iii) such other treatment as may be agreed by Debtors and such
holder.

                                   ARTICLE VI

              ACCEPTANCE OR REJECTION OF THE JOINT PLAN; EFFECT OF
         REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS


A. CLASSES ENTITLED TO VOTE.

     Each impaired class of Claims or Equity Interests shall be entitled to
vote separately to accept or reject the Joint Plan.  Unimpaired classes of
Claims or Equity Interests shall not be entitled to vote to accept or reject
the Joint Plan.

B. CLASS ACCEPTANCE REQUIREMENT.

     A class of Claims shall have accepted the Joint Plan it if is accepted by
at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in
number of the holders of Claims in such class that have timely and properly
voted on the Joint Plan.  A class of Equity Interests shall have accepted the
Joint Plan it if is accepted by at least two-thirds (2/3) in amount of the
holders of Equity Interests in such class that have timely and properly voted
on the Joint Plan.



                                       14


<PAGE>   22

                                  ARTICLE VII

                   MEANS FOR IMPLEMENTATION OF THE JOINT PLAN


A. ALLOWANCE OF CLAIMS.

     The SouthTrust Claim shall be deemed an Allowed Claim upon the entry of
the Confirmation Order and shall not thereafter be subject to any further
objection or dispute.

B. RESTRUCTURE OF SOUTHTRUST DEBT.

     1. This Joint Plan provides for the restructure of the debt on which the
SouthTrust Claim is based, by amending and restating the Loan Documents in
their entirety.  The Plan Documents governing this restructuring are subject to
SouthTrust's approval.  As part of the restructuring, SouthTrust will retain
its Liens, security interests and pledges and receive additional collateral.
On the Closing Date the Plan Documents will be executed and delivered.  The
Loan Documents shall remain in full force and effect except as amended and
restated in accordance with the provisions of the Joint Plan.

     2. Upon their execution and delivery on the Closing Date, the Plan
Documents shall be fully effective and, in the event of any inconsistency
between the terms and conditions of this Joint Plan and those contained in any
of the Plan Documents, the terms and conditions contained in the Plan Documents
shall prevail.

C. OPERATION OF THE DEBTORS.

     The Debtors shall continue to operate and manage their affairs after the
Confirmation Date.  Todd Siegel will remain chairman and chief executive
officer of the Debtors.  John Stanton and Michael Conroy will continue to have
day-to-day operational control or oversight of the Debtors' affairs.

D. VESTING.

     Immediately following the restructure of the SouthTrust Claim in the
manner set forth in Article IV of this Joint Plan on the Closing Date, all of
the Estate Assets shall vest in the Reorganized Debtors free and clear of all
liens and encumbrances except the liens and encumbrances of SouthTrust and
except as otherwise provided in this Joint Plan.

E. INCOME TAX REFUND.

     Siegel, MTS and the Debtors shall take all appropriate steps to timely
complete and file with the U.S. Internal Revenue Service (and applicable state
taxing authorities) appropriate requests for tax refunds for 1996 and all prior
tax years.  Within seven Business Days of receipt of such refunds by any of the
Debtors or Affiliated Entities, the Debtors and the Affiliated Entities shall
pay to SouthTrust a portion of the proceeds thereof equal to $500,000.00, which
shall be applied to satisfy Plan Note II as provided herein.

F. COMPROMISE AND SETTLEMENT BETWEEN LABS AND TAMPA PATHOLOGY.

     Not less than 30 days prior to the Confirmation Hearing, Labs will file
the Tampa Pathology Motion with the Bankruptcy Court and will request the
approval of the compromise and settlement described therein between Labs and
Tampa Pathology.

G. PAYMENT BY MTS TO RETAIN EQUITY INTERESTS; ISSUANCE OF MTS DEBENTURES.

     1. On or prior to the Closing Date, MTS shall pay to the Debtors the
aggregate sum of $200,000.00, as needed or shall guaranty all Plan payments to
unsecured creditors, in exchange for the retention by MTS of the Equity
Interests in the Debtors.  This sum, when paid to the Debtors, shall be used
solely to fund Cash payments to 



                                     15


<PAGE>   23

the holders of Allowed Class 5 and Class 6 Claims and Allowed Administrative
Expenses.  In any event, MTS shall retain 100% equity interest in the Debtors.

     2. In order to fund the payment described in Section G.1, above, MTS may
issue and sell certain debentures to an unrelated entity, which debentures will
be subordinate in right of payment and in all other respects to the payment of
the SouthTrust Claim, and will be secured by a second and subordinate pledge of
the outstanding capital stock of the Debtors and all other subsidiary
corporations of MTS, except Vangard Labs.  Upon request of SouthTrust, the
holder of such debentures will enter into a subordination agreement with
SouthTrust containing terms and conditions acceptable in all respects to
SouthTrust.  In the event that such a subordination agreement is executed and
delivered, it shall be included within the definition of Plan Documents in this
Joint Plan.


                                  ARTICLE VIII

                       PROVISIONS GOVERNING DISTRIBUTIONS


A. DATE OF DISTRIBUTIONS.

     Any distributions and deliveries to be made under the Joint Plan on
account of an Allowed Claim or Equity Interests shall be made on the Effective
Date with respect to such Allowed Claim or Equity Interest, except that the
Plan Documents and the initial Cash distribution to SouthTrust must be
delivered on the Closing Date, and distributions to holders of Allowed Class 5
and Class 6 Claims shall be made on the dates set forth in Article IV, Sections
E. and F. of this Joint Plan.

B. DISTRIBUTIONS TO BE MADE BY DEBTORS.

     The Debtors shall make all distributions provided for in this Joint Plan.

C. MEANS OF CASH PAYMENT.

     Cash payments made pursuant to the Joint Plan shall be in U.S. funds, by
check drawn on a domestic bank, or by wire transfer from a domestic bank.

D. DELIVERY OF DISTRIBUTIONS.

     Subject to Bankruptcy Rule 9010, distributions and deliveries to holders
of Allowed Claims and Allowed Equity Interests shall be made at the address of
each such holder as set forth on the proofs of claim or proofs of interest
filed by such holders (or at the last known addresses of such holders if no
proof of claim or proof of interest is filed or if the Debtors have been
notified of a change of address), except as otherwise provided in this Article
VIII.D of the Joint Plan.  If any holder's distribution is returned as
undeliverable, no further distributions to such holder shall be made unless and
until the Debtors, are notified of such holder's then current address, at which
time all missed distributions shall be made to such holder without interest.
Amounts in respect of undeliverable distributions (the "Undeliverable Funds")
shall be returned to the Debtors, until such distributions are claimed.  All
claims for undeliverable distributions shall be made on or before the one
hundred and eightieth (180th) day following the Confirmation Date.  After such
date, all Claims in respect of Undeliverable Funds shall be discharged and
forever barred.

E. DISTRIBUTIONS UNDER FIVE DOLLARS.

     No distribution of less than five dollars ($5.00) shall be made by the
Debtors to the holder of any Claim unless a request therefor is made in writing
to the Debtors.  If, as a result of this provision, an interim distribution is
not made to any holder of a Claim, such holder nevertheless shall receive
subsequent interim or final distributions from the Estates provided that the
aggregate amount of such holder's previous unpaid distributions plus the amount
of the interim or final distribution then to be made is not less than five
dollars ($5.00).

                                     16


<PAGE>   24

F. TIME BAR TO CASH PAYMENTS.

     Checks issued by the Debtors, in respect of Allowed Claims shall be null
and void if not negotiated within ninety days after the date of issuance
thereof.  Requests for reissuance of any check shall be made directly to the
Debtors by the holder of the Allowed Claim with respect to which such check
originally was issued.  Any claim in respect of such a voided check shall be
made on or before the 180th day following one hundred fifty days after the date
of issuance of such check.  After such date, all Claims in respect of void
checks shall be discharged and forever barred.

G. DISPOSITION OF UNDELIVERABLE FUNDS.

     All Undeliverable Funds not claimed by the deadlines set forth in Article
VIII.D and .F above shall be distributed by the Debtors to creditors in
accordance with the terms and provisions of Article IV of this Joint Plan.


                                 ARTICLE IX

             PROCEDURES FOR RESOLVING AND TREATING CONTESTED CLAIMS

A. OBJECTION DEADLINE.

     As soon as practicable, but in no event later than the Objection Deadline,
objections to Claims shall be filed with the Bankruptcy Court and served upon
the holders of each of the Claims to which objections are made.

B. NO DISTRIBUTIONS PENDING ALLOWANCE.

     Notwithstanding any other provision of the Joint Plan, no payment or
distribution shall be made with respect to any Claim to the extent it is a
Contested Claim unless and until such Contested Claim becomes an Allowed Claim.

C. DISTRIBUTIONS AFTER ALLOWANCE.

     Payments and distributions to each holder of a Contested Claim, to the
extent that such Claim ultimately becomes an Allowed Claim, shall be made in
accordance with the provisions of the Joint Plan governing the class of Claims
to which the respective holder belongs.



                                  ARTICLE X

            TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES


A. REJECTED IF NOT ASSUMED.

     The Joint Plan constitutes and incorporates a motion to reject all
prepetition executory contracts and unexpired leases within the meaning of
Section 365 of the Bankruptcy Code to which the Debtors are a party, except for
an executory contract or lease that:  (a) has been assumed or rejected pursuant
to Final Order of the Bankruptcy Court; or (b) will be furnished ten (10) days
prior to Confirmation; or (c) is the subject of a motion to assume or reject
that is pending before the Bankruptcy Court on the Confirmation Date.  The
Confirmation Order shall automatically constitute the approval, effective as of
the Effective Date, of such rejections and assumptions of executory contracts
and leases.  Any monetary amounts by which the contracts and leases to be
assumed under the Joint Plan are in default shall be satisfied by delivery of a
single Cash payment on the Effective Date.


                                     17


<PAGE>   25

B. BAR TO REJECTION DAMAGES.

     If the rejection of any executory contract or unexpired lease by operation
of the Confirmation Order or otherwise results in damages to the other party or
parties to such contract or lease, a Claim for such damages, if not heretofore
evidenced by a filed proof of claim, shall be forever barred and shall not be
enforceable against the Debtors, their Estates or their properties or agents,
successors, or assigns, unless a proof of claim is filed with the Bankruptcy
Court and served upon counsel for the Debtors on or before thirty days after
entry of the Confirmation Order.


                                   ARTICLE XI

                           CONDITIONS TO CONFIRMATION


     The Joint Plan shall not be effective until the following conditions have
been either satisfied or waived in writing by SouthTrust:

     1. Each of the Plan Documents, the transactions contemplated therein, and
all of the terms and conditions contained therein, shall have been approved in
all respects by the Bankruptcy Court, and the Bankruptcy Court shall have
authorized the Affiliated Entities and Siegel to execute and deliver the Plan
Documents to which they are parties on the Closing Date;

     2. The Closing shall have occurred on the Closing Date;

     3. The Confirmation Order providing for the waiver of rights and relief
from the automatic stay described in Article XII, and described in more detail
in the Plan Documents, and the order approving the Plan Documents as provided
in section 1, above (the "Plan Documents Order"), shall have been signed by the
Bankruptcy Court and duly entered on the docket in the Chapter 11 Cases by the
clerk of the Bankruptcy Court, in each case in form and substance acceptable to
SouthTrust;

     4. No appeal or stay of the Confirmation Order or the Plan Documents Order
shall have occurred;

     5. Vangard Labs shall have been authorized by the Bankruptcy Court to
execute the Plan Documents and to enter into the transactions contemplated
therein and shall have executed and delivered the Plan Documents; and

     6. The Tampa Pathology Motion shall have been approved by the Bankruptcy
Court in an order, in form and substance acceptable to SouthTrust, and no
appeal or stay with respect to such order shall have occurred.


                                 ARTICLE XII

                          WAIVER OF CERTAIN RIGHTS


     In addition to the other provisions to be contained therein, Plan Note I,
Plan Note II and certain of the other Plan Documents will contain provisions,
in form and substance acceptable to SouthTrust in all respects, under which (i)
the Debtors, the Affiliated Entities and Siegel will agree that, upon the
occurrence of a Major Default and the expiration of any applicable cure period,
they will not be entitled to take any action to seek to stop or stay any
foreclosure or other exercise of legal or equitable rights and remedies by the
holder of Plan Note I or Plan Note II, and (ii) in the event that (a) any
bankruptcy case is filed by or against any of the Debtors, the Affiliated
Entities or Siegel, or which otherwise has jurisdiction over the SouthTrust
Claim, Plan Note I, Plan Note II, or the other Plan Documents, and (b) any such
bankruptcy case, or any action or omission by any of the Debtors, the
Affiliated Entities or Siegel in connection therewith (including, without
limitation, any failure to timely comply with their payment or other
obligations under the Plan Documents or under this Joint Plan) impairs, or
affects 



                                     18


<PAGE>   26

adversely the Collateral or the rights and remedies of SouthTrust, then
SouthTrust will automatically be entitled to relief from the automatic stay
provisions of Section 362 of the Bankruptcy Code or any successor or similar
law, and the debtor in any such bankruptcy case shall, and shall be deemed to,
consent and agree not to oppose the filing by such holder of a motion for such
relief.

     Nothing contained in the Plan Documents or in this Article XII shall be
construed or deemed to preclude the exercise by SouthTrust of any and all
remedies available at law or in equity upon any default or event of default
under Plan Note I, Plan Note II, or the related Plan Documents.


                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS


A. NOTICE OF ENTRY OF CONFIRMATION ORDER AND RELEVANT DATES.

     Promptly upon entry of the Confirmation Order, the Debtors shall serve on
all parties in interest, all holders of Claims, and all holders of Equity
Interests, notice of the entry of the Confirmation Order and all relevant
deadlines and dates under the Joint Plan, including, but not limited to, the
deadline for filing notice of Administrative Claims (Article V.A. hereof), and
the deadline for filing rejection damage claims (Article X.B. hereof).

B. COMPLIANCE WITH TAX REQUIREMENTS.

     In connection with the Joint Plan, the Debtors shall comply with all
applicable withholding and reporting requirements imposed by federal, state,
local, and foreign taxing authorities and all distributions hereunder shall be
subject to such withholding and reporting requirements.

C. COMPLIANCE WITH ALL APPLICABLE LAWS.

     If notified by any governmental authority that they are in violation of
any applicable law, rule, regulation, or order of such governmental authority
relating to its business, the Debtors shall take whatever action as may be
required to comply with such law, rule, regulation, or order; provided, that
nothing contained herein shall require such compliance if the legality or
applicability of any such requirement is being contested in good faith, and, if
appropriate, an adequate reserve for such requirement has been set aside.

D. DISCHARGE OF CLAIMS.

     Except as otherwise provided herein or in the Confirmation Order, the
rights afforded in the Joint Plan and the payments and distributions to be made
hereunder shall be in complete exchange for, and in full satisfaction,
discharge and release of, all existing debts and Claims of any kind, nature or
description whatsoever against the Debtors or any of their assets or property;
and upon the Effective Date, all existing Claims against the Debtors shall be,
and shall be deemed to be, exchanged, satisfied, discharged and released in
full; and all holders of Claims shall be precluded from asserting against the
Debtors, or any of their assets or property, any other or further Claim based
upon any act or omission, transaction or other activity of any kind or nature
that occurred prior to the Effective Date, whether or not such holder filed a
proof of claim.

E. EFFECT OF CONFIRMATION ORDER.

     Except as provided for in the Joint Plan, the Confirmation Order shall be
a judicial determination of discharge of the Debtors effective as of the
Effective Date, to the extent permitted by section 1141 of the Bankruptcy Code,
from all debts that arose before the Confirmation Date and any liability on a
Claim that is determined under section 502 of the Bankruptcy Code as if such
Claim had arisen before the Effective Date, whether or not a proof of claim
based on any such date or liability is filed under section 501 of the
Bankruptcy Code and whether or not a Claim based on such debt or liability is
allowed under section 502 of the Bankruptcy Code.


                                     19


<PAGE>   27

F. NO DISCHARGE OF NON-DEBTOR OBLIGATIONS.

     Except as otherwise expressly provided in the Plan Documents, nothing
contained in this Joint Plan shall be deemed to affect the liabilities,
obligations or property of any Person or entity who may be obligated on a Claim
against the Debtors by virtue of a guaranty agreement or otherwise.
Specifically, this Joint Plan shall not affect, or prejudice SouthTrust's
rights to pursue the obligations and liabilities of the Affiliated Entities or
any guarantor to SouthTrust under any promissory note, guaranty, security
agreement, assignment or pledge of collateral or similar loan document.

G. PAYMENT OF STATUTORY FEES.

     All fees payable pursuant to Section 1930 of title 28 of the United States
Code, as determined by the Bankruptcy Court at the Confirmation Hearing shall
be paid on or before the Effective Date.

H. BINDING EFFECT.

     The Joint Plan shall be binding upon and inure to the benefit of the
Debtors, the holders of all Claims, the holders of all Equity Interests, and
their respective successors and assigns.

I. NOTICES.

     Any notice required or permitted to be provided under the Joint Plan shall
be in writing and served by either (a) certified mail, return receipt
requested, postage prepaid, (b) hand delivery, or (c) reputable overnight
delivery service, freight prepaid, to be addressed as follows:

                        Domenic L. Massari, III, Esq.     
                        Massari & Bell, P.A.              
                        One Urban Centre, Suite 875       
                        4830 West Kennedy Boulevard       
                        Tampa, Florida  33609              
                                                          
                        With a copy to:                   
                                                          
                        Todd E. Siegel                    
                        12920 Automobile Boulevard        
                        Clearwater, Florida  34622        
                                                          
                        and                               
                                                          
                        John Stanton                      
                        P.O. Box 24567                    
                        Tampa, Florida  33623             

J. GOVERNING LAW.

     Unless a rule of law or procedure is supplied by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the internal laws of the State of
Florida shall govern the construction and implementation of the Joint Plan;
provided, that the Plan Documents shall be governed by and construed in
accordance with the law of the State of Alabama without regard to principles of
conflicts of laws.

K. TRANSFER TAXES.

     The transfer of any Estate Assets, including the transfers embodied in the
Plan Documents or the Loan Documents and the making or delivery of any
instrument of transfer pursuant to this Joint Plan, including deeds 


                                     20



<PAGE>   28

and articles of transfer, shall not be taxed under any law imposing a stamp
tax, transfer tax, sales tax, or similar tax, pursuant to section 1146(c) of
the Bankruptcy Code.



                                  ARTICLE XIV
                           RETENTION OF JURISDICTION


A. RETENTION OF JURISDICTION.

     The Bankruptcy Court shall retain and have exclusive jurisdiction of all
matters arising out of, and related to, the Chapter 11 Case and the Joint Plan
pursuant to, and for the purposes of, sections 105(a) and 1142 of the
Bankruptcy Code and for, among other things, the following purposes:

     (1) To hear and determine pending applications for the assumption or
rejection of executory contracts or unexpired leases, if any are pending, and
the allowance of Claims resulting therefrom;

     (2) To determine any and all pending adversary proceedings, applications,
and contested matters;

     (3) To ensure that distributions to holders of Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, Allowed
Unsecured Claims, Allowed Secured Claims (including in particular the
SouthTrust Claim), and Allowed Equity Interests are accomplished as provided
herein;

     (4) To hear and determine any timely objections to Administrative Claims
or to proofs of Claim and Equity Interests filed, both before and after the
Confirmation Date, including any objections to the classification of any Claim
or Equity Interest, and to allow or disallow any Contested Claim or Equity
Interest, in whole or in part;

     (5) To enter and implement such orders as may be appropriate in the event
the Confirmation Order is for any reason stayed, revoked, modified, or vacated;

     (6) To issue such orders in aid of execution of the Joint Plan, to the
extent authorized by section 1142 of the Bankruptcy Code;

     (7) To consider any modifications of the Joint Plan, to cure any defect or
omission, or reconcile any inconsistency in any order of the Bankruptcy Court,
including, without limitation, the Confirmation Order;

     (8) To hear and determine all applications for compensation and
reimbursement of expenses of professionals under sections 330, 331, and 503(b)
of the Bankruptcy Code incurred prior to the Effective Date;

     (9) To hear and determine disputes arising in connection with the
interpretation, implementation, or enforcement of the Joint Plan;

    (10) To recover all assets of the Debtors and property of the Estate,
where located;

    (11) To enforce and interpret the terms and conditions of the Plan
Documents, including, without limitation, the waivers and agreements contained
in the Plan Documents and described in Article XII of this Joint Plan;

    (12) To hear and determine matters concerning state, local and federal
taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

    (13) To hear any other matter not inconsistent with the Bankruptcy Code;
and

    (14) To enter a final decree closing the Chapter 11 Cases.



                                       21

<PAGE>   29

B. MODIFICATION OF THE JOINT PLAN.

     Modifications of the Joint Plan may be proposed in writing by the Debtors
at any time before confirmation, provided that the Joint Plan, as modified,
meets the requirements of sections 1122 and 1123 of the Bankruptcy Code, and
the Debtors shall have complied with section 1125 of the Bankruptcy Code.  The
Joint Plan may be modified at any time after confirmation and before
substantial consummation, provided that the Joint Plan, as modified, meets the
requirements of sections 1122 and 1123 of the Bankruptcy Code and the
Bankruptcy Court, after notice and a hearing, confirms the Joint Plan as
modified, under section 1129 of the Bankruptcy Code, and the circumstances
warrant such modifications.  A holder of a Claim or Equity Interest that has
accepted or rejected the Joint Plan shall be deemed to have accepted or
rejected, as the case may be, such plan as modified, unless, within the time
fixed by the Bankruptcy Court, such holder changes its previous acceptance or
rejection.


     Dated this 12th day of July, 1996.

                               Respectfully submitted,               
                                                                     
                               MEDICAL TECHNOLOGY LABORATORIES,      
                                      INC.                                  
                                                                     
                                                                     
                               By:  /s/ TODD E. SIEGEL                
                                    ----------------------------
                                                                     
                               Its:  President                       
                                    ----------------------------     

                                                                     
                               MTS PACKAGING SYSTEMS, INC.           
                                                                     
                                                                     
                               By:  /s/ TODD E. SIEGEL                
                                    ----------------------------     

                               Its:  President                       
                                    ----------------------------     



OF COUNSEL:

DOMENIC L. MASSARI, III
MASSARI & BELL, P.A.
One Urban Centre, Suite 875
4830 West Kennedy Boulevard
Tampa, Florida 33609
(813) 282-3255



                                       22