EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement"), is made and entered into 
this 1st day of September, 1998 between MEDICORE, INC., with offices at 
2337 West 76th Street, Hialeah, Florida and 777 Terrace Avenue, 
Hasbrouck Heights, New Jersey ("Medicore"), and THOMAS K. LANGBEIN, 
residing at 634 Orchard Lane, Franklin Lakes, New Jersey ("Langbein").

                               R E C I T A L S

     WHEREAS, Medicore and Langbein have entered into employment 
contracts, initially dated September 17, 1980, with the most recent 
dated May 25, 1994, whereby Langbein is employed as Chief Executive 
Officer ("CEO"), President and Chairman of the Board of Directors 
("Chairman"); and

     WHEREAS, the parties desire to continue the employment relation-
ship; and

     WHEREAS, the Board of Directors ("Board") has agreed to and 
approved this Agreement.

     NOW, THEREFORE, in consideration of continuing the employment rela-
tionship by entering into this Agreement, and in consideration of the 
covenants and promises contained herein, the parties intending to be 
legally bound under the terms hereof, Medicore and Langbein agree as 
follows:

     1.   Capacity and Services.  Medicore hereby continues to employ 
          ---------------------
Langbein as its CEO and President and Langbein accepts such employment.  
Langbein shall also serve as Chairman so long as he continues to be 
elected by shareholders as a director.  Langbein's duties are to be 
those customarily performed by persons employed and serving in such 
capacities, together with the perquisites commensurate thereto.  As 
Chairman and CEO Langbein shall (i) preside over all meetings of the 
shareholders and Board; (ii) be an ex officio member of all Board 
committees (except committees which only permit outside directors 
pursuant to applicable securities or stock exchange rules or regula-
tions, which meetings he shall attend in a consulting capacity); and 
(iii) see that all orders and resolutions of the Board are carried into
effect.  Langbein agrees to devote to Medicore during the Term as 
defined in Section 2 of this Agreement, his proper attention, diligence 
and a substantial portion of his time, and to such other activities 
(including civic activities) as will be of benefit to Medicore. 
Medicore recognizes that Langbein is the sole owner-operator of Todd & 
Company, Inc. ("Todd"), a securities brokerage firm registered with the 
Securities and Exchange Commission and a member of the National Associa-
tion of Securities Dealers, Inc.  Langbein will devote only that 
necessary time to the activities of Todd, which shall not interfere or 
be in conflict with his positions and responsibilities to Medicore.  It 
is recognized and understood that Langbein is also an officer and 
director of Techdyne, Inc. ("Techdyne") and Dialysis Corporation of 
America ("DCA") (and their subsidiaries), each a public subsidiary of 
Medicore, to which companies he devotes and may continue to devote all 
necessary and required time and effort.  During the Term of this 
Agreement Langbein shall also serve in such other offices, director-
ships and positions no less than the status and level he presently 
holds in Medicore and its subsidiaries to which he may be elected or 
appointed by the Board for no further consideration except as may be 
approved by the Board.  Langbein shall perform such duties under the 
direction of and in conformity with all reasonable standards and 
policies established by the Board.

     2.   Term.  The Term of employment under the provisions of this 
          ----
Agreement shall be for a period of five (5) years commencing September 
1, 1998 and terminating on August 31, 2003 ("Term").

     3.   Place of Employment.  Langbein's place of employment shall be 
          -------------------
northern New Jersey and only such other locations as shall be acceptable
to and approved by Langbein.

<PAGE>  1

     4.   Compensation.  In consideration of the services to be performed
          ------------
by Langbein as herein set forth, Medicore agrees to and shall pay 
Langbein an annual salary of not less than TWO HUNDRED SIXTY-ONE THOUSAND
FIVE HUNDRED FOUR DOLLARS ($261,504) during the first year of this 
Agreement, increasing in increments of no less than TEN THOUSAND 
DOLLARS ($10,000) each year thereafter.  This salary shall be subject to 
annual review for increases and any bonuses shall be at the discretion of
the Board.  The annual salary is to be paid in accordance with the 
payroll procedures and practices from time to time applicable to execu-
tive officers.  Such includes but is not limited to withholding of all 
required federal, state, local and other taxes which Medicore is 
required to withhold in accordance with applicable statutes and regula-
tions.  In the event of employment for a fractional part of a month, the
monthly installments shall be pro rated accordingly.

     5.   Employee Benefits and Perquisites.  Langbein shall participate 
          ---------------------------------
during the Term in employee benefit plans and other fringe benefits and 
perquisite programs available to Medicore employees generally and to the 
executive group of employees on the same terms and conditions applicable 
to such employees generally and the executive group of employees.  
Langbein shall also be entitled to participate in any pension plan, 
profit sharing plan, stock option plan, stock purchase plan, group life, 
accident or other insurance plan presently in force or any similar plan 
that may be adopted by Medicore.

     6.   Expenses.  In addition to the salary, employee benefits and 
          --------
perquisites, Langbein shall be entitled to reimbursement for such reason-
able expenses incurred in the performance of his duties hereunder and for
the benefit and promotion of the business of Medicore and its sub-
sidiaries, including but not limited to a reasonable allowance and 
expenses for automobile, travel, entertainment and similar items.

     7.   Termination of Employment.
          -------------------------

          (a)  Disability.  In the event Langbein shall be unable, or 
               ----------
fails, to perform services and his duties pursuant to this Agreement 
through illness or mental or physical disability, and such failure or 
disability shall exist for any consecutive ninety (90) days, during 
which ninety (90) day disability period Langbein shall continue to 
receive his full compensation as otherwise provided in this Agreement, 
Medicore shall have the option to continue the Agreement and pay 
Langbein his full compensation less any disability benefits payable to 
Langbein under the terms of any disability insurance program of 
Medicore or to terminate this Agreement at any time such disability or 
failure continues to exist by giving written notice to Langbein of such
termination, which termination shall be effective on the 30th day after
receipt of such notice by Langbein (the "Disability Effective Date"), 
unless Langbein returns to full-time performance of his duties prior to
the Disability Effective Date.

          If Langbein shall have been disabled and shall have returned to
work after the end of such disability, any new disability commencing 
within sixty (60) days of the termination of the prior disability shall 
be deemed a continuation of the prior disability, and the period of all 
such disabilities shall be added together to determine the rights of 
Langbein hereunder.

          At the end of any temporary disability, Langbein shall return 
to work, and this Agreement shall continue as though such disability had
not occurred, except where specifically provided to the contrary.

          During the period of disability, Langbein shall not receive any 
allowance for expenses, except for his automobile expense allowance.

          (b)  Death.  Langbein's employment shall automatically terminate
               -----
upon his death.

<PAGE>  2

          (c)  By Medicore.
               -----------

               (i)  Medicore may terminate Langbein's employment only for 
Cause.  "Cause" means:

                    A.  the willful and continued failure of Langbein to 
perform his duties under this Agreement (other than as a result of 
physical or mental illness or injury), after the Board delivers to 
Langbein a written demand for performance that specifically identifies 
the manner in which the Board believes that Langbein has not performed 
his duties; or

                    B.  illegal conduct or gross misconduct by Langbein, 
in either case that is willful and results in material and demonstrable 
damage to the business or reputation of Medicore.

                    No act or failure on the part of Langbein shall be 
considered "willful" unless it is done, or omitted to be done, by 
Langbein in bad faith or without reasonable belief that his action or 
omission was in the best interests of Medicore.  Any act or failure to 
act that is based upon authority given pursuant to a resolution duly 
adopted by the Board, or the advice of counsel for Medicore, shall be 
conclusively presumed to be done, or omitted to be done, by Langbein 
in good faith and in the best interests of Medicore.

               (ii) A termination of Langbein's employment for Cause 
shall be effected in accordance with the following procedures.  Medicore
shall give Langbein written notice ("Notice of Termination for Cause") of
its intention to terminate his employment for Cause, setting forth in 
reasonable detail the specific conduct of Langbein that it considers to 
constitute Cause and the specific provision(s) of this Agreement on 
which it relies, and stating the date, time and place of the Board 
Meeting for Cause.  The "Board Meeting for Cause" means a meeting of 
the Board at which Langbein's termination for Cause will be considered, 
that takes place not less than ten (10) and not more than twenty (20) 
business days after Langbein receives the Notice of Termination for 
Cause.  Langbein shall be given an opportunity, together with counsel, 
to be heard at the Board Meeting for Cause.  Langbein's termination for 
Cause shall be effective when and if a resolution is duly adopted at the
Board Meeting for Cause by a two-thirds vote of the entire membership of
the Board, excluding employee directors, stating that in the good faith 
opinion of the Board, Langbein is guilty of the conduct described in the
Notice of Termination for Cause, and that conduct constitutes Cause under
this Agreement.

         (d)  Good Reason.
              -----------

               (i)  Langbein may terminate employment for Good Reason or 
without Good Reason.  "Good Reason" means:

                    A.  the assignment to Langbein of any duties inconsis-
tent in any respect with Section 1 of this Agreement, or any other action 
by Medicore that results in a diminution in Langbein's position, 
authority, duties, or responsibilities, other than an isolated, insub-
stantial, and inadvertent action that is not taken in bad faith and is 
remedied by Medicore promptly after receipt of notice thereof from 
Langbein;

                    B.  any failure by Medicore to comply with any 
provision of Sections 4, 5 and 6 of this Agreement, or the reduction 
of any compensation or benefits as provided herein, other than an 

<PAGE>  3

isolated, insubstantial and inadvertent failure that is not taken in 
bad faith and is remedied by Medicore promptly after receipt of notice
thereof from Langbein;

                    C.  any purported termination of Langbein's employ-
ment by Medicore for a reason or in a manner not expressly permitted by 
this Agreement ("Wrongful Termination");

                    D.  any failure by Medicore to comply with Section 8 
of this Agreement; or

                    E.  any other substantial breach of this Agreement by 
Medicore that either is not taken in good faith or is not remedied by 
Medicore promptly after receipt of notice thereof from Langbein.

               (ii) Except upon the death of Langbein or a Change in 
Control as defined in Section 8 below, which occurrence shall cause and 
result in the automatic termination of employment, a termination of 
employment by Langbein for Good Reason shall be effectuated by giving 
Medicore written notice ("Notice of Termination") of the termination 
within three (3) months of the event constituting Good Reason, setting 
forth in reasonable detail the specific conduct of Medicore that consti-
tutes Good Reason and the specific provision(s) of this Agreement on 
which Langbein relies.  A termination of employment by Langbein for Good 
Reason or for Wrongful Termination shall be effective on the fifth (5th) 
business day following the date when the Notice of Termination is given, 
unless the notice sets forth a later date (which date shall in no event 
be later than thirty (30) days after the Notice of Termination is given).
In case a dispute exists as to the propriety of any Wrongful Termination 
of Langbein's employment, Medicore or any successor agrees to continue to
provide Langbein with all the compensation, benefits and perquisites 
described in this Agreement until the resolution of such dispute.  If 
such termination is deemed to constitute a Wrongful Termination, 
Medicore or such successor agrees to promptly pay Langbein, in addition 
to any other payment as required under this Agreement, all of Langbein's 
attorneys' fees and expenses arising from the dispute plus interest at 
the statutory rate for all sums due to Langbein.

               (iii) A termination of Langbein's employment by Langbein 
without Good Reason shall be effected by giving Medicore no less than 
thirty (30) days' prior written notice of termination.

          (e)  Date of Termination.  The "Date of Termination" means the
               -------------------
date of Langbein's death, the date of Change in Control, the Disability 
Effective Date, the date on which the termination of Langbein's employ-
ment by Medicore for Cause or Wrongful Termination or by Langbein for 
Good Reason is effective, or the date on which Langbein gives Medicore 
notice of a termination of employment without Good Reason, as the case 
may be.  Langbein's termination based upon Wrongful Termination, Change
in Control or Good Reason shall not be deemed a breach or default by 
Langbein of his obligations under this Agreement.

     8.   Change in Control.  Change in Control shall mean there is an 
          -----------------
Acquiring Person, a Reorganization, Board Changes, or Liquidation and 
Dissolution as defined herein:

          8.1  Acquiring Person.  Any person and affiliated or 
               ----------------
associated persons ("Group") who have acquired beneficial ownership 
of twenty-five (25%) percent or more of the outstanding shares of 
Medicore or who commence, or announce an intention to make a tender 
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or Group of 25% or more of such 
outstanding shares of Medicore; provided, such acquiring person or 
Group is not affiliated with Langbein, nor was such acquisition of 
Medicore shares initiated by Langbein; and provided, further that if 
any tender offer or exchange offer is not consummated or is con-
summated to an extent of less than 25% of the outstanding shares of 
Medicore, then it shall not be deemed a Change of Control as defined
herein.

<PAGE>  4

          8.2  Reorganization.  A reorganization shall mean substantially
               --------------
all of the assets of Medicore, Techdyne or DCA are acquired by another 
person or entity other than the existing Board (see Section 8.3) or a 
reorganization involving the acquisition of Medicore, Techdyne or DCA by
another or any one of Medicore, Techdyne or DCA merging or consolidating
with another which is not approved by a majority of the existing Board 
(see Section 8.3), or which is not approved by those persons who were 
the beneficial owners immediately prior to such reorganization, merger, 
share exchange or consolidation of outstanding voting securities of 
Medicore, and who own immediately after such transaction more than 
66 2/3% of the outstanding securities of the resulting corporation.  
The reorganization shall be deemed to have occurred upon consummation 
of the reorganization transaction.

          8.3  Board Changes.  Board changes shall be a modified Board 
               -------------
which occurs on the date that a majority of the Board shall be persons 
other than persons (a) for whose election proxies shall have been 
solicited by the existing Board, or (b) who are then serving as 
directors appointed by two-thirds (2/3) of the directors comprising the 
existing Board to fill vacancies on the Board caused by death or 
resignation (but not by removal) or to fill newly created directorships.

          8.4  Liquidation and Dissolution.  Upon approval by Medicore's 
               ---------------------------
shareholders, exclusive of Langbein or current affiliates of Medicore, 
or persons affiliated with Langbein, of a complete liquidation and 
dissolution of Medicore.

               Notwithstanding the occurrence of any of the foregoing, 
the Board may determine, if it deems it to be in the best interest of 
Medicore, that an event or events described in this Section 8 otherwise 
constituting a Change in Control, shall not be so considered.  Such 
determination shall be effective if it is made by the Board prior to 
the occurrence of an event that otherwise would be or probably would 
lead to a Change in Control or after such event if made by the Board a 
majority of whose members is comprised of directors who were members of
the Board immediately prior to the event that otherwise would be or 
probably would lead to a Change in Control.  Upon such Board determina-
tion such event or events shall not be deemed to be a Change in Control
for any purposes herein.

     9.   Obligations of Medicore Upon Termination.
          ----------------------------------------

          (a)  Change in Control, Wrongful Termination, Death or Disa-
               -------------------------------------------------------
bility.  If this Agreement is terminated by Medicore or any successor 
------
based on Wrongful Termination or upon the occurrence of any Change in 
Control, Langbein's death or the Disability Effective Date, Langbein 
shall be entitled to receive from Medicore or its successor in one lump 
sum payment (as severance allowance as provided in paragraph (c) of this
Section 9 and liquidated damages and to the extent permitted by law 
without any obligation on Langbein's part to mitigate damages through 
other employment or otherwise) an amount equal to Langbein's compensa-
tion, including expenses, benefits and perquisites as provided herein, 
at such Date of Termination for the next three years ("Lump Sum 
Payment"); provided, only with respect to termination due to Wrongful 
Termination or Change in Control, such Lump Sum Payment will include 
increases to which Langbein would be entitled to for the next three 
years from the Date of Termination with respect to such occurrences.  
The Lump Sum Payment shall be made to Langbein within thirty (30) days 
of the Date of Termination; provided, that only with respect to termina-
tion due to the death of Langbein, if Medicore does not have sufficient 
cash to make the Lump Sum Payment as required in this Section 9, then 
Medicore shall pay the amount of the Lump Sum Payment to Langbein's 
estate or other designee as provided in writing by Langbein in his Last 
Will and Testament or document of similar import and intent ("Will") in 
such amounts and installments as it is able within a period of but no 
later than nine (9) months from date of Langbein's death.  Interest will 
accrue at a per annum rate on the amounts owed to Langbein equal to the 
coupon issue 

<PAGE>  5

yield on a 52 week U.S. Treasury Bill determined as of the date that the
Lump Sum Payment is due ("Interest").  Interest shall accrue until the 
payment to Langbein is fully satisfied.

          It is agreed that Langbein has the option, at his sole 
discretion, to elect to obtain from Medicore in lieu of such Lump Sum 
Payment, 400,000 shares of Medicore common stock, $.01 par value, from 
authorized and unissued capital stock or treasury shares or any combina-
tion of authorized and unissued shares and treasury shares (the 
"Medicore Shares"), subject to adjustment as provided in this Agreement,
as soon as practicable upon notice to Medicore of his election to obtain
the Medicore Shares.

          Further, upon any such termination as provided in this Section 
9(a), any options, warrants or similar rights to acquire securities of 
Medicore owned by Langbein (collectively "Options") notwithstanding 
anything in their terms to the contrary, shall be fully vested and 
exercisable and Medicore or any surviving entity shall immediately 
redeem all of Langbein's outstanding Options for cash in an amount equal 
to the excess over the Option exercise price of the greater of (i) the 
price per share paid in an acquisition by an Acquiring Person or in such 
Reorganization, or (ii) the highest Fair Market Value of the stock of 
Medicore during ten (10) days following a public announcement that an 
Acquiring Person has acquired the requisite beneficial ownership of the 
outstanding stock or ten (10) days following the commencement of or 
announcement of an intention to make a tender offer or exchange offer 
the consummation of which would result in the requisite beneficial 
ownership by an Acquiring Person, or (iii) the Fair Market Value upon 
a Change in the Board, on the date of death, on the Disability 
Effective Date, or upon approval of a Dissolution and Liquidation, as 
the case may be; provided, however, that within ten (10) days of 
written notification to Langbein of such redemption of Options, Langbein
shall have the right to elect to keep his Options by written notifica-
tion to Medicore or its successor within five (5) days of the redemption
notification.

          Fair Market Value means the closing price of a share of 
Medicore common stock on the principal securities exchange on which 
such shares are traded on the day immediately preceding the date as of 
which Fair Market Value is being determined, or on the next preceding 
date on which such shares are traded if no shares were traded on such 
immediately preceding day; or if the shares are not traded on a 
securities exchange, Fair Market Value shall be deemed to be the 
average of the high bid and low asked prices of the shares in the 
over-the-counter market on the day immediately preceding the date as 
of which Fair Market Value is being determined or on the next preceding 
date on which such high bid and low asked prices were recorded as 
reported by NASDAQ or such other quotation system or medium.  If the 
shares are not publicly traded, Fair Market Value shall be determined 
by the Board.  In no case shall Fair Market Value be less than the par
value of a share, and in no event shall Fair Market Value be determined 
with regard to restrictions other than restrictions which, by their 
terms, will never lapse.

          Medicore agrees to have sufficient capital stock available and 
to amend, if necessary, its certificate of incorporation, from time to 
time, based upon its obligation to issue the Medicore Shares to Langbein;
and, to the extent that capital stock and/or treasury shares may then be 
insufficient to cover the exercise of the option of Langbein to obtain 
the Medicore Shares in lieu of the Lump Sum Payment, Medicore agrees 
that it shall take and use for Langbein's election such shares reserved 
for other purposes, and/or to the extent additional shares of common 
stock of Medicore are required, Medicore shall immediately repurchase 
said shares in the open market or in privately negotiated transactions.
Medicore further agrees to file and cause to be approved any listing 
agreements that may be required by any exchange or interdealer 
quotation system upon which the Medicore Shares may then be trading 
with respect to any additional shares that may be authorized, issued 
and/or transferred to Langbein under his option to elect such Medicore 
Shares in lieu of the Lump Sum Payment as provided in this Section 9. 
Medicore shall take any and all action, through its officers and/or 
directors to cause such Medicore Shares to be immediately 

<PAGE>  6

issued to Langbein.  Langbein shall have the right to immediately vote 
the Medicore Shares, to receive dividends and to have all the rights, 
privileges and obligations of a shareholder with respect to the 
Medicore Shares upon his written notice to Medicore of his election 
to obtain such Medicore Shares in lieu of the Lump Sum Payment to which 
he is entitled under this Section 9 ("Election Notice"), pending the 
ministerial acts of issuance of such Medicore Shares to Langbein.

          At Langbein's request and option, subject to any applicable 
securities laws, Langbein may designate his spouse, children, siblings 
or other immediate family members, which includes relations up to and 
including first cousins, or a trust for their benefit of which Langbein 
is sole trustee, to own and hold record or beneficial title to all or 
portions of such Medicore Shares obtained by Langbein under this 
Section 9.

         (b)  By Langbein for Good Reason.  If Langbein terminates the 
              ---------------------------
employment for Good Reason, Medicore shall (i) continue to provide 
Langbein with the compensation, benefits, perquisites and expenses as 
set forth in Sections 4 - 7, 11 and 13 as if he had remained employed 
by Medicore pursuant to this Agreement through the Term; and, in 
addition, all securities, options and warrants then owned by Langbein 
shall be fully vested and exercisable and shall remain in effect and 
exercisable through the end of their respective terms, without regard 
to the termination of Langbein's employment; or (ii) provide Langbein 
with the Lump Sum Payment together with the option to obtain the 
Medicore Shares in lieu thereof, whichever payment is greater.

          (c)  Severance.  If this Agreement terminates due to the 
               ---------
expiration of time through the Term, and Medicore does not renew or 
otherwise enter into an employment arrangement with Langbein, then 
Medicore, in consideration of Langbein's services, shall pay Langbein 
as a severance allowance the Lump Sum Payment coupled with the option 
given to Langbein to elect, in lieu thereof, the Medicore Shares.  
Upon receipt of the severance allowance, Langbein will provide 
Medicore with a general release, waiver and discharge with respect 
to all charges, claims and causes of action which Langbein may have 
arising from or related to his employment or termination of his 
employment.

          (d)  By Medicore for Cause; By Langbein Other Than For Good 
               ------------------------------------------------------
Reason.  If Langbein's employment is terminated by Medicore for Cause, 
------
or Langbein voluntarily terminates employment during the Term other than
for Good Reason, Medicore shall pay Langbein his compensation as 
provided in this Agreement together with any and all other benefits and 
expenses through the Date of Termination to the extent earned but not 
yet paid.

     10.  Registration and Piggy-Back Rights.
          -----------------------------------

          (a)  Medicore grants and Langbein shall have the right immedi-
ately upon his Election Notice and for a period of two years thereafter
to demand that Medicore register, on Form S-8 or other available 
registration form under the Securities Act of 1933, as amended (the 
"Act") or on Form I-A or other available qualified exemption form from 
registration under the Act (hereinafter collectively referred to as 
"Registration") in whole or in part (but not fewer than 50% of his 
Medicore Shares) the Medicore Shares he obtains in lieu of his Lump 
Sum Payment as provided in Section 9 ("Demand Registration").  Medicore
shall pay all costs and expenses of such Registration, excluding fees 
and expenses of counsel for and other professionals advising Langbein,
and underwriting discounts, commissions or expenses of Langbein with 
respect to the sale of the Medicore Shares.  Medicore shall also 
register Langbein's Medicore Shares in those jurisdictions in which 
Langbein expects to sell his Medicore Shares; provided however, that 
Medicore shall not be required to qualify to do business in such 
jurisdiction or commit to a general consent to service of process 
within the jurisdiction.

<PAGE>  7

          (b)  For a period of three years from any Langbein Election 
Notice, Medicore shall notify Langbein of any Medicore proposed 
Registration of Medicore's securities by Medicore.  If Langbein 
notifies Medicore within thirty (30) days of such Medicore notifica-
tion that he desires to have all or any part of his Medicore Shares 
(but not fewer than 50% of his Medicore Shares) covered by any such 
Registration, then Medicore shall use its best efforts to include or
cause its underwriter to include the specified number of Medicore 
Shares in such Registration.  If any of the Medicore Shares is 
covered by such Registration, Langbein shall be obligated to pay 
fees and expenses of Langbein's counsel and other professionals 
incurred in connection therewith, underwriting discounts, com-
missions and expenses, if any, applicable to his Medicore Shares, 
and his pro rata share of the Registration fees.

          (c)  In the case of a Registration pursuant to this Section 
10, Medicore (i) will keep Langbein advised as to the initiation and 
progress of proceedings for such Registration and as to the completion 
thereof, and (ii) at its expense, subject to the limitations as 
provided above, will, with respect to a Demand Registration only, keep 
such Registration effective for a period of at least nine months from 
the initial effective date of the Registration.  Langbein agrees to 
provide such information to Medicore as is reasonably requested by 
Medicore which Medicore believes is necessary in order for Medicore to 
register the Medicore Shares, and Langbein shall execute such documents,
certificates and other instruments as Medicore reasonably determines is 
necessary or appropriate in connection therewith.

          (d)  Medicore, at its expense, shall furnish to Langbein such 
reasonable number of prospectuses, offering circulars or other documents
incident to any Registration referred to in this Section 10 as Langbein 
from time to time may reasonably request.

          (e)  Subject to compliance with applicable securities laws, 
Langbein may transfer his Medicore Shares with the Registration rights 
attached provided he notifies Medicore in writing with respect to the 
identity of the new holder of the Medicore Shares with the Registration
rights attached.  The Registration rights may not be transferred 
separately from the Medicore Shares.  Medicore may legend the certifi-
cates evidencing the Medicore Shares which have Registration rights 
attached to provide that before the Medicore Shares may be transferred 
with the Registration rights attached, the holder shall notify Medicore
in writing as to the identity of the new holder.  Notwithstanding 
anything herein to the contrary, failure to so notify Medicore shall 
not affect the transfer of the Medicore Shares, nor be grounds for 
Medicore to refuse to transfer the Medicore Shares.

          (f)  Medicore may, if it elects to do so in its sole and 
absolute discretion, elect to register shares of its authorized and 
unissued common stock, and/or shares of common stock owned by other 
stockholders of Medicore in any Registration pursuant to which the 
Medicore Shares are registered.

          (g)  Medicore shall not be required to file more than one 
Registration pursuant to Langbein's exercise of his Demand Registra-
tion right.  In the event of transfer by Langbein of all or part of 
his Medicore Shares, the Demand Registration right may be so 
exercised by a majority in interest of the Medicore Shares.

     11.  Anti-Dilution Provisions.  The following adjustments apply to
          ------------------------
the number of Medicore Shares obtainable by Langbein at his election 
in lieu of the Lump Sum Payment as provided by Section 9 of this 
Agreement.

          In case Medicore shall at any time after the date of this 
Agreement:

<PAGE>  8

          11.1  pay a dividend or make a distribution in shares of 
common stock; or

          11.2  subdivide or combine its outstanding shares of common 
stock; or

          11.3  reclassify or change its outstanding shares of common 
stock (other than a change in the par value to no par value or as a 
result of a subdivision or combination) or consolidate with or merge 
into another corporation (other than a consolidation or merger in 
which Medicore is the surviving corporation and which does not result 
in any reclassification or change of the outstanding shares of common 
stock, except a change as a result of a subdivision or consolidation 
of such shares or a change in par value) or sell or convey to another 
corporation substantially all of its property; or

          11.4  make any distribution of its assets to holders of its 
common stock as a liquidating or partial liquidating dividend; 

          then the Medicore Shares shall include those additional 
shares of common stock to which Langbein would have been entitled had 
he elected the option to acquire the Medicore Shares in lieu of the 
Lump Sum Payment and such Medicore Shares were then outstanding on the 
record date for the determination of those security holders entitled to
such distribution; and further, with respect to any asset distribution 
or reclassification as provided herein, then Langbein shall be entitled
to receive the amount of such dividend, distribution and/or assets (or 
at the option of Medicore, a sum equal to the value of any such assets 
at the time of such distribution as defined by the Board in good faith) 
which would have been payable to him had he been the holder of record of
the Medicore Shares on the record date for determination of those 
entitled to such distribution.

          Medicore shall maintain appropriate reserves to ensure the 
availability of additional funds, assets and shares, and the timely per-
formance of these anti-dilution provisions of this Section 11.

     12.  Full Settlement.  Medicore's obligation to make the payments 
          ---------------
provided for in, and otherwise to perform its obligations under, this 
Agreement shall not be affected by any set-off, counterclaim, 
recoupment, defense, or other claim, right, or action that Medicore 
may have against Langbein or others.  In no event shall Langbein be 
obligated to seek other employment or take any other action by way of 
mitigation of the amounts payable to him under any of the provisions 
of this Agreement, and such amounts shall not be reduced, regardless of
whether Langbein obtains other employment.

     13.  Insurance.  Medicore shall during the Term maintain universal 
          ---------
and term life insurance in the aggregate face value amount of $1,600,000,
insuring the life of Langbein, in amounts and combinations of universal, 
whole life, term or other such life insurance to be determined by and 
between Medicore and Langbein, and the ownership and beneficiaries to be 
those persons and/or entities as directed and designated from time to 
time in writing by Langbein.  Medicore shall provide Langbein with 
documentary proof of the purchase and maintenance of said insurance 
policies on Langbein's life.  Alternatively, Langbein has the right to 
purchase and maintain such life insurance policies and pay for the same,
and Medicore shall pay the premiums for such directly to Langbein.

     14.  Vacation.  Langbein shall be entitled to no less than four 
          --------
weeks vacation per annum and other days away from his employment during 
the Term in accordance with the policies and procedures of Medicore 
from time to time in effect.

     15.  Indemnification.  To induce Langbein to accept employment and 
          ---------------
continue as an officer and director of Medicore and its subsidiaries, 
Medicore agrees to indemnify and hold Langbein harmless from 

<PAGE>  9

any losses, expenses (including attorneys' fees), judgments, fines, 
amounts paid in settlement, actual and reasonably incurred by him in 
any such investigation, action, suit or proceeding, including any 
appeal thereof, and any other costs in connection with any proceeding 
or claim made against Langbein involving him by reason of his being or
having been an officer and/or director of Medicore and/or its subsidi-
ries, if he acted in good faith and in a manner he reasonably believed 
to be in or not opposed to the best interests of Medicore and/or its 
subsidiaries, and with respect to any criminal action or proceeding, 
had no reasonable cause to believe his conduct was unlawful.  Such 
indemnification shall be equivalent to that provided for pursuant to 
the Florida statutes, in particular the Florida Business Corporation 
Act, Title 18, Section 607, et seq.  This indemnification provision is 
not to otherwise modify or limit in any way the indemnification provided
by said corporate law of the State of Florida or that provided in 
Medicore's certificate of incorporation or by-laws, and is to provide 
Langbein with the fullest indemnification in accordance with the law.

     16.  Non-competition.  It is agreed for a period of two (2) years 
          ---------------
from and after the termination of his employment, other than for 
Changes in Control or Wrongful Termination as provided in Section 9 
hereof, Langbein shall not engage in any business either as partner, 
owner, employee, 5% shareholder, agent or otherwise, at any place 
within a radius of twenty (20) miles of Medicore's primary operations,
presently in Hialeah, Florida, which business competes directly with 
any business then being conducted by Medicore at the time of such 
termination.

          In addition, in the event of termination of Langbein, for 
whatever reason, Medicore shall have the right to request Langbein, by
an instrument in writing, at least ninety (90) days prior to such 
termination if the termination was by Medicore, or within thirty (30) 
days of receipt of notice of termination if such termination was by 
Langbein, that Langbein shall not enter into, engage in or be connected
in any respect with any business in the United States in competition 
with the business engaged in by Medicore at the time of such written 
request, whether as an individual or for his own account, or as a 
partner, joint venture, employee, agent, salesman or as an officer and 
director or 10% shareholder in any corporation or otherwise.  The 
request, when made, shall state the period for which Langbein shall 
not enter into the above mentioned activities and further that Medicore
shall pay to Langbein the sum of Four Thousand Dollars ($4,000.00) per 
month with 5% increments for every twelve month period thereafter for 
each month during such period, and said payments shall be made on the 
first day of each month commencing with the first day of said period; 
provided, however, that if the termination of the employment of 
Langbein shall be for felonious acts or any other material dishonest 
practice against Medicore, as determined by a court of law, the initia-
tion of proceedings for which will be promptly pursued, then upon 
appropriate notice by Medicore of the requested non-competition by 
Langbein as provided above, the monthly payment of Four Thousand 
Dollars ($4,000.00) shall be paid into an interest bearing escrow 
account until a determination is made by the aforementioned court, but 
not including any appeal therefrom.  If the determination of the court 
indicates that the termination of employment of Langbein was for 
felonious acts or any other material dishonest practice against 
Medicore then the money so escrowed, plus interest, will be remitted 
to Medicore and there will be no liability or obligation of Medicore 
to Langbein with respect to the above non-competition provision.  
Should the determination of the court indicate that no felonious act 
or dishonest practice against Medicore or any breach of the conditions
of this Agreement were caused by Langbein then the money so escrowed, 
plus interest, shall be paid to Langbein.

          Notwithstanding any provision in this Agreement herein 
contained to the contrary, Langbein shall be permitted to do any one 
of the following:

          (a)  Langbein shall be entitled to engage in any business with 
anyone in competition with Medicore, as long as such activities are 
located outside of the twenty (20) mile radius of Medicore's operations 
as set forth above in this Section 16, even if termination is pursuant 
to a dishonest practice; or if 

<PAGE>  10

pursuant to the voluntary request for more extensive non-competition, 
then such activities are located outside of the United States of 
America; and

          (b)  Langbein shall be entitled to conduct any activities for 
an eleemosynary organization.

     17.  Confidentiality.  Other than for Wrongful Termination or Change 
          ---------------
in Control as provided in Section 9 hereof (i) Langbein, directly or 
indirectly, shall not discuss, use, patent, publish, copyright or divulge 
to others, either during or for a period of two (2) years after the Term 
or Date of Termination, any secret or confidential information of 
Medicore, Techdyne or DCA, or their subsidiaries, whether or not 
acquired or developed by Langbein in the course of his employment here-
under; and (ii) Langbein will not induce any employee of Medicore, 
Techdyne or DCA, or their subsidiaries, to leave or otherwise take any 
employee of Medicore, Techdyne or DCA, or their subsidiaries, with him 
upon Langbein's termination of employment or for one (1) year 
thereafter.

          For purposes of this Agreement, the term "Confidential Informa-
tion" includes all information relating to the financial, business, 
management and other affairs of and information about Medicore, Techdyne 
and DCA, except shall not include information which (a) becomes 
generally available to the public other than as a result of an unlawful 
or improper disclosure, (b) is available to another party on a non-confi-
dential basis absent any restrictions or limitations prior to its 
disclosure to such party by Langbein, or (c) becomes available to 
another party on a non-confidential basis from a source other than 
Langbein which such source is entitled to make the disclosure to the 
other party without restriction or limitation.

     18.  Attorneys' Fees.  Medicore agrees to pay, as incurred, to the 
          ---------------
fullest extent permitted by law, all legal fees and expenses that 
Langbein may reasonably incur as a result of any contest relating to 
(provided that Langbein is the prevailing party with respect to such 
contest) the validity or enforceability of or liability under, or 
otherwise involving, any provision of this Agreement, together with 
interest on any delayed payment at the applicable federal rate 
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 
1986, as amended.

     19.  Notices.  Any notice required or permitted to be given under 
          -------
this Agreement shall be sufficient if in writing and delivered 
personally or if sent by registered mail to his residence in the case 
of Langbein, or to its principal office in the case of Medicore.  Either
party may change the address where such communications must be sent by 
sending notice of such change to the other party as provided herein.

     20.  Binding on Successors.  This Agreement shall inure to the 
          ---------------------
benefit of and be binding upon the parties hereto and their respective
legal representatives, heirs, assignees and/or successors in interest 
of any kind whatsoever; provided, however, that Langbein acknowledges 
and agrees that except as explicitly provided in this Agreement, he 
cannot assign or delegate any of his rights, duties, responsibilities 
or obligations hereunder to any other person or entity.

     21.  Waiver of Breach.  The waiver by Medicore or Langbein of a 
          ----------------
breach by either party of any provision hereof shall not operate or be 
construed to operate as a waiver by either party of any subsequent 
breach of any other provision hereof.

     22. Entire Agreement.  This instrument contains the entire final 
         ----------------
agreement of the parties with respect to, and supersedes any and all 
prior agreements between the parties hereto, both oral and written, 
concerning the subject matter hereof and may not be amended or other-
wise changed orally, but only by an

<PAGE>  11

agreement in writing and signed by the party against whom enforcement 
of any waiver, change, modification, extension or discharge is sought.

     23.  Governing Law.  This Agreement shall be governed and construed 
          -------------
pursuant to the laws of the State of Florida, without giving effect to 
conflicts of laws principles.

     24.  Severability.  If any provision of this Agreement is held by a 
          ------------
court of competent jurisdiction to be invalid or unenforceable, the 
remainder of the terms and provisions of this Agreement shall remain 
in full force and effect and shall in no way be affected or invalidated.

     25.  Independent Counsel.  Medicore and Langbein agree that each of 
          -------------------
them have been, or were advised and fully understand that they are 
entitled to be, represented by independent legal counsel with respect to 
all matters contemplated herein, from the commencement of negotiations at
all times through the execution hereof.

     26.  Board Approval.  By execution of this Agreement, Medicore 
          --------------
acknowledges that this Agreement has been reviewed and adopted by a 
resolution approved by a majority of the members of the Board.

     IN WITNESS WHEREOF, MEDICORE has caused this Agreement to be 
executed in its corporate name by an authorized officer and its 
corporate seal to be hereto affixed, and THOMAS K. LANGBEIN has 
affixed his signature, all as to the date and year first above written.

MEDICORE, INC.                           THOMAS K. LANGBEIN

   /s/ Daniel R. Ouzts                      /s/ Thomas K. Langbein

By:------------------------------        By:-----------------------------
   DANIEL R. OUZTS, Vice President          THOMAS K. LANGBEIN
                                            Employee

(Corporate Seal)