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                  NONCOMPETITION AND NONSOLICITATION AGREEMENT


     THIS NONCOMPETITION AND  NONSOLICITATION  AGREEMENT  ("Agreement")  entered
into  this  11th day of  September,  1998,  by and  between  MEDICAL  TECHNOLOGY
LABORATORIES,  INC., a Florida corporation (the "Company") and James L. McKeown,
Sr. (the "Executive").

                                   BACKGROUND

     Simultaneously  with  the  execution  of this  Agreement,  the  Company  is
acquiring certain assets of Community Clinical Laboratories, Inc. (the "Seller")
pursuant to the Asset Acquisition  Agreement between the Company and the Seller,
dated August 4, 1998 (the "Acquisition Agreement").  The Executive is the owner,
directly or  indirectly,  of the common stock of the Seller,  has an interest in
the business of the Seller and is an employee of the Seller.  In connection with
the  purchase of the  Seller's  assets and in  accordance  with the  Acquisition
Agreement,  the Company wishes to obtain assurances that the Executive's ability
to  compete  with  it  is  restricted.   The  Executive  acknowledges  that  the
restrictive  covenants  contained in this Agreement are reasonably  necessary to
protect the Company's  business,  trade secrets and its  relationships  with its
customers. The Executive is willing to accept such restrictions on the terms and
conditions  set  forth  herein.  Accordingly,  in  consideration  of the  mutual
covenants and agreements set forth below, the parties agree as follows:

                                      TERMS

     1. Competitive Business.

     The Executive  agrees that, as of the date of this Agreement and continuing
for a  period  of 36  months  thereafter,  in the  following  Florida  counties:
Pinellas,  Hillsborough,  Pasco, Manatee, Sarasota, Polk, Lee, Hernando, Citrus,
Lake, Orange, DeSoto, Hardee, Osceola,  Seminole,  Brevard,  Marion, Alachua and
Volusia, the Executive shall not, directly or indirectly or on behalf of himself
or any other person or entity: (a) hire, or attempt to hire, any employee of the
Company or person on  assignment  from the Company or  otherwise  encourage  any
employee of the Company or person on assignment to leave employment or terminate
an assignment with the Company;  (b) accept,  perform,  or supervise the full or
partial  duties of any position in any company or entity that is in  competition
with the  Company,  except  that  Executive  may  take a  position  solely  as a
laboratory director with another laboratory; or (c) in any manner or at any time
encourage  any  person,  firm,  corporation,  or any  business  entity that is a
customer of the Company to cease doing business with the Company.

     MTL agrees Executive may own a phlebotomy service.

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     2. Confidentiality; Disclosure; Proprietary Information.

     The Executive  recognizes and acknowledges that all records with respect to
customers  currently served by the Seller and that will be served by the Company
following the execution of the Acquisition  Agreement,  or with respect to other
employees  of the Seller or the Company and lists of  customers of the Seller or
the  Company  and all  personal,  financial,  and  business  information  of the
customers are valuable, special and unique and proprietary assets of the Company
following the execution of the Acquisition Agreement.  The Executive agrees that
he will not at any time,  (i) disclose  any list of  customers or any  personal,
financial,  or business  information  about the customers,  or any other records
pertaining to the customers, to any person, firm, corporation,  association,  or
other entity or (ii) utilize such information for any purpose competitive to the
Company.

     3. Consideration.

     In exchange for the consideration  received by the executive as part of the
sale of assets pursuant to the Acquisition  Agreement,  the executive  agrees to
the covenants set forth in Sections 1 and 2 of this Agreement.

     4. Covenants Independent and Separable.

     Each of the covenants  set forth in Sections 1 and 2 of this  Agreement are
independent of any other provision in this Agreement. The existence of any claim
or cause of action by the Executive  against the Seller or the Company,  whether
based on this  Agreement  or  otherwise,  shall not  constitute a defense to the
enforcement by the Company of such  covenants.  If any part of Section 1 or 2 is
held to be invalid or unenforceable in any respect,  the parties agree that such
part shall be modified to permit its enforcement to the maximum extent permitted
by  applicable  law, and the  remaining  parts shall be  unaffected  by any such
modification.

     5. Irreparable Injury.

     The  Executive  agrees that a breach of any of the  covenants  set forth in
Sections 1 or 2 would result in irreparable injury and damage to the Company for
which the Company would have no adequate  remedy at law. The  Executive  further
agrees  that,  in the event of such a breach,  the Company  shall be entitled to
immediate  injunctive  relief to prevent such violation or continued  violation,
without  having to prove  damages,  and the Company shall be entitled to recover
all costs and expenses,  including  reasonable  attorneys' fees, incurred by the
Company in enforcing said covenants,  in addition to any other remedies to which
the Company may be entitled at law or in equity.


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     6. Accounting.

     The  Executive  covenants  and  agrees  that,  if he  violates  any  of the
covenants  or  agreements  set forth in Sections 1 or 2 of this  Agreement,  the
Company  shall be  entitled  to an  accounting  and  repayment  of all  profits,
compensation, commission, remuneration, or other benefits that the Executive has
realized, directly or indirectly, or may realize as a result of, growing out of,
or in connection  with, any such violation.  These remedies shall be in addition
to, and not in limitation of, any injunctive  relief or other rights or remedies
to which the Company may be entitled at law, in equity, or under this Agreement.

     7. Arbitration; Consent to Jurisdiction and Venue.

     All controversies,  claims,  disputes,  and matters in question arising out
of, or  related  to,  this  Agreement  or the breach of this  Agreement,  or the
relations between the parties to this Agreement, shall be decided by arbitration
in accordance with the Commercial  Arbitration Rules of the American Arbitration
Association. The parties agree that the arbitration shall take place exclusively
in Clearwater, Florida, and shall be governed by the substantive law of Florida.
Any award rendered by the arbitrator  shall be final,  and final judgment may be
entered upon the parties in accordance  with  applicable law in any court having
jurisdiction,  including  a federal  district  court,  pursuant  to the  Federal
Arbitration  Act.  The  arbitrator  may grant  the  Company  injunctive  relief,
including mandatory injunctive relief, to protect the rights of the Company, but
the arbitrator shall not be limited to such relief.  This arbitration  provision
shall not preclude the Company from seeking temporary or preliminary  injunctive
relief in a court of law to protect its rights,  nor shall the filing of such an
action  constitute  any  waiver by the  Company  of its right to  arbitrate.  In
connection  with the  arbitration  of any  dispute  between  the parties to this
Agreement,  each party may utilize all methods of  discovery  authorized  by the
Federal and Florida Rules of Civil Procedure. The Executive consents to personal
jurisdiction  and venue,  for any action brought by the Company arising out of a
breach or threatened  breach of this  Agreement,  in the United States  District
Court for the Middle  District of  Florida,  Tampa  Division,  or in the Circuit
Court in and for Pinellas County,  Florida. The Executive agrees that any action
arising  under this  Agreement or out of the  relationship  established  by this
Agreement  shall be brought only and  exclusively in the United States  District
Court for the Middle  District of  Florida,  Tampa  Division,  or in the Circuit
Court in and for Pinellas County, Florida.

     8. Acknowledgement.

     The Executive acknowledges that the Executive will be able to earn a living
subject to the foregoing  restrictions and that the Executive's  recognition and
representation  of this fact is a material  condition  to the  execution of this
Agreement and to the Executive's continued employment with the Company.


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     9. Miscellaneous.

          (a) Entire Agreement.  This Agreement  represents the entire agreement
     between the Company and the Executive and supersedes all prior negotiations
     and  discussions by and among the parties in connection with this Agreement
     or its subject matter.

          (b) Amendments. No change, modification,  or termination of any of the
     terms,  provisions,  or  conditions  of this  Agreement  shall be effective
     unless made in writing and signed by the parties to this Agreement.

          (c)  Waiver  of  Breach.  The  waiver  by the  Company  of a breach or
     threatened breach of any provision of this Agreement by the Executive shall
     not be  construed  as a waiver of any of the  Company's  rights  under this
     Agreement.

          (d) Governing Law. This  Agreement  shall be governed by and construed
     in accordance with the laws of Florida.

          (e) Separability.  If any provision of this Agreement is held invalid,
     the remainder of this Agreement  shall not be affected  thereby.  If any of
     the  provisions of this  Agreement  relating to the time period or areas of
     activity restricted shall be declared by a court of competent  jurisdiction
     to exceed the  maximum  restrictiveness  such court  deems  reasonable  and
     enforceable,  the time period or areas of activity  restricted  and related
     aspects  deemed  reasonable  and  enforceable by the court shall become the
     maximum restrictions,  and the restriction shall remain enforceable in such
     jurisdiction  to the fullest extent deemed  reasonable by such court.  Such
     court's  determination  shall not affect the validity and enforceability of
     this Agreement in any other jurisdiction.

          (f)  Headings.  The titles or captions of sections  contained  in this
     Agreement are provided for  convenience  of reference  only, and they shall
     not be considered a part of this Agreement.

          (g) Continuance of Agreement. The rights,  responsibilities and duties
     of the  Company  and  the  Executive,  and  the  covenants  and  agreements
     contained in this Agreement, shall survive the execution of this Agreement,
     shall continue to bind the parties to this Agreement shall continue in full
     force and effect until each and every obligation of the parties pursuant to
     this  Agreement  shall have been  performed,  and shall be binding upon and
     inure to the benefit of the successors and assigns of the parties.


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     10. Notices.

     All notices,  requests, demands and other communications hereunder shall be
in  writing,  and  shall be  deemed to have  been  duly  given if  delivered  by
overnight delivery service or hand delivered, addressed as follows:

                  If to the Company:

                           Medical Technology Laboratories, Inc.
                           12920 Automobile Boulevard
                           Clearwater, Florida 34622
                           Attn:  Mr. Todd E. Siegel, President

                  With a copy to:

                           Holland & Knight LLP
                           400 North Ashley Drive
                           Suite 2300
                           Tampa, Florida  33602
                           Attn:  Robert J. Grammig, Esq.

                  If to the Executive:

                           James L. McKeown, Sr.
                           430 West Druid Road
                           Clearwater, Florida 34616

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first written above.

                               MEDICAL TECHNOLOGY LABORATORIES, INC.


                               By:  _________________________________________
                               Name: Todd E. Siegel
                               Title: President


                               EXECUTIVE:

                               By:   ________________________________________
                               Name:  James L. McKeown, Sr.