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                  AMENDMENT ONE TO EXECUTIVE STOCK APPRECIATION

                 RIGHTS AND NON QUALIFIED STOCK OPTION AGREEMENT

     This Amendment One to Executive Stock Appreciation Rights and Non Qualified
Stock  Option  Agreement  ("Amendment")  is made and entered into this 28 day of
October 2000, between Medical Technology Systems,  Inc., a Delaware  corporation
(the "Company"), and Todd E. Siegel (the "Executive').

                                   Background

     A. On February  6, 1995,  the Company  and the  Executive  entered  into an
Executive Stock Appreciation  Rights and NonQualified Stock Option Agreement,  a
true, correct and authentic copy of which is attached hereto as Exhibit "A" (the
Agreement").

     B. It is the  parties'  desire to amend the  Agreement  as set forth below.
THEREFORE,  in  consideration  of the mutual  covenants  and  promises set forth
herein,  and in  consideration  of  Executive's  continued  employment  with and
service with the Company and its subsidiaries, the parties agree as follows:

          1.   The Background is true and correct, and is incorporated herein.

          2.   Section 1.14 of the Agreement is deleted and replaced as follows:

               "Total Market Capitalization" means the total number of shares of
               common stock  outstanding on the Valuation Date multiplied by the
               weighted  average  closing bid price of the common stock trade on
               the  NASDAQ/NMS  (or other  market or  exchange).  The  "weighted
               average closing bid price" shall be determined by multiplying the
               closing bid price on the  Valuation  Date by the number of shares
               of Common Stock traded on the  Valuation  Date and  repeating the
               calculation  for each of the four days  preceding  the  Valuation
               Date,  then  dividing  the sum of the  five  calculations  by the
               aggregate number of shares of Common Stock traded during the five
               day period.


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          3.   The following  definition is added to Section 1 of the Agreement:

               1.18 "Floor Value" means the highest Total Market  Capitalization
               of the  Company  from March 31,  2000  through  March 31, 2005 as
               measured on March 31 of any year during that time period.  By way
               of example, for the time period from March 31, 2000 through March
               31,  2001,  the Floor Value is  $3,336,736.00  (the Total  Market
               Capitalization  as of  March  31,  2000).  If  the  Total  Market
               Capitalization as of March 31, 2001 exceeds  $3,336,736.00,  then
               the March 31, 2001 Total  Market  Capitalization  will be the new
               Floor Value. If the Total Market  Capitalization  as of March 31,
               2001 does not exceed $3,336,736.00 then $3,336,736.00 will remain
               the Floor Value.

          4.   Section  1.15  of the  Agreement  is  deleted,  and  replaced  as
               follows:

               "Incremental Value" means the difference between the Total Market
               Capitalization  of the Company at the end of a fiscal year (i.e.,
               March 31) and the Floor  Value.  Example:  the Floor Value of the
               company as of March 31, 2000 is  $3,336,736.00.  The Total Market
               Capitalization   of  the   Company  as  of  March  31,   2001  is
               $4,000,000.00.  Incremental  Value is defined  as the  difference
               between the Total Market Capitalization on March 31, 2001 and the
               Floor Value or $663,264.00.  (In addition,  the "Floor Value" for
               the next fiscal year will be $4,000,000.00).

          5.   Section 2.A. is deleted, and replaced as follows:

               A.   Grant of SAR's.  Subject to the terms and conditions of this
                    Agreement,  the  Company  hereby  grants the  Executive,  as
                    additional  compensation,  which the  Executive may receive,
                    effective  as of each  March  31st  during  the term of this
                    Agreement,   if  the  Executive  is  then  employed,   Stock
                    Appreciation  Rights equal to 3.25% of the Incremental Value
                    of the Company.  Any stock appreciation rights granted under
                    this Agreement shall vest immediately.

          6.   Section 2.B. is deleted,  and replaced as follows:

               B.   Payment  of SAR.  Except  as may be  provided  in any  other
                    provision  here to the contrary,  the  Executive,  or as the
                    case may be, his estate or legatees, heirs or assigns, shall
                    be paid an  amount  in cash  equal to the value of any Stock
                    Appreciation  Rights within 120 days after each  Incremental
                    Valuation  Date. If the Total Market  Capitalization  at any
                    fiscal year-end is less than the Floor Value,  the Executive
                    will not be entitled to compensation  pursuant to this Stock
                    Appreciation  Right.  There  is no  requirement  that in the
                    determination  of  Incremental  Value  that the  prior  base
                    fiscal year be the fiscal  year with the  highest  preceding
                    value.  Measurements of Incremental  Value will be done on a
                    year-to-year  basis  based upon the  annual  change in Total
                    Market Capitalization between Valuation Dates.


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          7.   Section 2.F. is deleted, and replaced as follows:

               Termination of Employment.  If Executive ceases to be employed by
               the company and/or its  subsidiaries  at any time during the term
               of  this  Agreement,  for  any  reason  other  than  for  "cause"
               termination as described in the Executive's Employment Agreement,
               the  Valuation  Date  shall  be the date of such  termination  of
               employment.  The  executive  shall be  entitled to his SARs based
               upon the increase in value  between the Floor Value and the Total
               Market  Capitalization of the company on the date of termination.
               Payment shall be due to the executive,  his estate,  assigns,  or
               legal  representatives  within sixty (60) days of the termination
               date.  Payment  shall  be in the  form of  cash or the  company's
               common stock,  at the election of the executive,  as described in
               subparagraph 2.C. above.

          8.   This Amendment is intended to act  prospectively  and will govern
               the  calculation of all Stock  Appreciation  Rights granted after
               the date of the  Amendment.  This Amendment does not, in any way,
               affect the grant of any Stock Appreciation Rights which occurred,
               or should have occurred, prior to the date of this Amendment.

          9.   Other than as modified by this Amendment,  the Agreement, and all
               provisions  of the  Agreement  which  are  not  modified  by this
               Amendment,  remain in full force and effect.  This  Amendment  is
               intended  to modify  only those  provisions  which are  expressly
               modified by this Amendment.

          10.  The parties expressly  incorporate the modifications set forth in
               this  Amendment  into the  Agreement.  IN  WITNESS  WHEREOF,  the
               Parties have executed this  Agreement  this ____ day of ________,
               2000. Medical Technology Systems, Inc.


                                          By:  _________________________________

_______________________________           Print: _______________________________

                                          Its: _________________________________
________________________________
Witnesses for MedTech                     Date: ________________________________


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_______________________________           Todd Siegel __________________________

_______________________________           Date: ________________________________

Witnesses for Siegel