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                                       1


                           ASSET ACQUISITION AGREEMENT


     This is an Asset Acquisition  Agreement (the "Agreement"),  dated August 4,
1998,  among Community  Clinical  Laboratories,  Inc. (the  "Seller"),  James L.
McKeown,  Sr., James L. McKeown,  Jr.  (collectively,  the  "Shareholders")  and
Medical Technology Laboratories, Inc. (the "Buyer").

                                   Background

     The Seller is a provider of clinical laboratory services.  The Buyer wishes
to purchase  from the Seller and the Seller  wishes to sell to the Buyer certain
assets  of the  Seller  related  to that  business,  subject  to the  terms  and
conditions  set  forth  below.  Accordingly,  in  consideration  of  the  mutual
covenants and agreements set forth below, the parties agree as follows:

                                      Terms

     1. Sale of Business and Assets. On the Closing Date (as defined below), the
Seller shall sell and the Buyer shall purchase,  for the consideration set forth
in Section 2 below:

          (a) The exclusive right to the customer lists and associated  goodwill
     of the Seller listed on Schedule 1(a);

          (b)  The  leasehold  interest  in  the  Seller's   laboratory  testing
     equipment,  sometimes  described as reagent  rental  agreements,  listed on
     Schedule 1(b);

          (c) The leasehold  interest in the Seller's  assets listed on Schedule
     1(c); and

          (d) Those assets of the Seller listed on Schedule 1(d).

The assets described in this Section are collectively called the "Assets."

     2.  Assets Not  Acquired.  The Buyer shall not acquire or assume any of the
following Assets:

          (a) Medicare provider number or agreement;

          (b) Medicaid provider number or agreement;

          (c) Clinical laboratory licenses;

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                                       2


          (d) Any third-party payor provider numbers or agreements;

          (e) Any provider network agreements;

          (f) Any contracts or agreements with any physicians; or

          (g) Any equipment leased, purchased or owned by any physician.

The assets  described  in this  Section  collectively  called the "Not  Acquired
Assets."

     3. Purchase Price of the Assets.

          (a) The purchase price for the Assets (the "Purchase  Price") shall be
     an amount equal to 9% of all Collected Receivables for the Established List
     (as  defined  below)  for a  period  of 5 years  after  the  Closing  Date;
     provided,  however,  that the  maximum  Purchase  Price  shall  not  exceed
     $2,500,000.  The first payment of the Purchase  Price shall be paid 90 days
     after the Closing.  After the first payment,  each successive payment shall
     be paid 90 days after the date of the first payment  during the term of the
     Agreement.

          (b) The Seller agrees that, if the Buyer is directed in writing by any
     governmental agency or a court of competent jurisdiction, including but not
     limited to the United States Postal Inspection Service, Office of Inspector
     General, Health and Human Services, Defense Criminal Investigative Service,
     Internal  Revenue  Service,  Department  of  Justice,  Office of the United
     States Attorney or Health Care Finance Administration,  to place all or any
     part of the  Purchase  Price or any  other  payment  owed to the  Seller in
     escrow,  or to pay any creditor,  receiver,  government agency or any other
     third person, the Buyer may comply with such a directive.

          (c) In addition, the Seller agrees that if all or part of the Purchase
     Price is paid into escrow,  the amount of such payment into escrow shall be
     credited toward the next quarterly  payment of the Purchase Price and shall
     reduce the  Purchase  Price  maximum to be paid by the Buyer.  In the event
     that the Buyer makes any payment directly to any of the Seller's creditors,
     except for payments made directly to the Seller's creditors relating to the
     Assets  listed  on  Schedule  1(c),  the  amount of such  payment  shall be
     credited toward the next quarterly  payment of the Purchase Price and shall
     reduce the  Purchase  Price  maximum to be paid by the Buyer.  In the event
     that the Buyer makes any payment directly to the owner of any of the Assets
     under a lease agreement with the Seller,  except for payments made directly
     to the owner of the Assets listed on Schedule 1(c) and any rental  payments
     made to James L. McKeown,  Sr. for the real property that is the subject of
     the Lease between the Buyer and James L. McKeown, Sr., Trustee of the James
     L. McKeown, Sr. Living Trust Under Agreement Dated 11/9/82, as amended (the
     "Building"),  the amount of such payment shall be credited  toward the next
     quarterly payment of the Purchase Price and shall reduce the Purchase Price
     maximum to be paid by the Buyer.


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                                       3


          (d) The first  payment of the  Purchase  Price will not be affected by
     any credit for payments made by the Buyer as outlined in this Agreement. In
     addition,  the  amount of any credit  thereafter  may not exceed 50% of the
     quarterly  Purchase  Price payment that is due. If the amount of any credit
     exceeds 50% of the Purchase Price payment in any quarter, the excess amount
     of the credit will be credited toward the next quarterly  payment up to the
     50% maximum.  Provided,  however any payment made by the Buyer  pursuant to
     Section 3(b) above shall offset,  dollar for dollar,  any payment due under
     this  Agreement  and this  Section  3(d) shall have no force or effect over
     such payments.

          (e) Within 30 days after the Closing,  the Seller will decide,  in its
     sole  discretion,  whether the Buyer will act as custodian for its accounts
     receivables  and  liabilities.  If the Buyer is chosen as  custodian of the
     Seller's accounts  receivables and liabilities after 30 days, the Buyer, in
     its  sole  discretion,  may  decide  at that  time  whether  it will act as
     custodian of the Seller's  accounts.  If the Buyer is chosen as  custodian,
     the Buyer will use its reasonable  efforts to collect the Sellers  accounts
     receivables  and will use the proceeds of these  collection  efforts to pay
     the Seller's liabilities. The Seller will appoint a third party, acceptable
     to the Buyer,  to  receive  funds and make  disbursements  on behalf of the
     Seller as  directed  by the Buyer.  Payments  will be made first to secured
     creditors,  then to  unsecured  creditors  and  then to the  Seller  unless
     formally directed  otherwise by any government agency or court of competent
     jurisdiction.

          (f) In the event that the Buyer,  in its sole  discretion,  determines
     that certain  liabilities  should be paid, the Seller hereby authorizes the
     Buyer to satisfy those  liabilities first from the proceeds of the accounts
     receivables  and then from the  Buyer's  own  funds.  If the Buyer uses its
     funds to satisfy the liabilities of the Seller,  the amount of such payment
     shall be credited  toward the next quarterly  payment of the Purchase Price
     and shall reduce the Purchase  Price  maximum to be paid by the Buyer.  The
     amount of any credit may not exceed  50% of the  quarterly  Purchase  Price
     payment  that  is due.  If the  amount  of any  credit  exceeds  50% of the
     Purchase Price payment in any quarter, the excess amount of any credit will
     be credited toward the next quarterly payment up to the 50% maximum. In the
     event seller disputes purchase price offsets,  the parties shall resolve it
     in accordance with the provision for disputes in the Agreement A/R.

     4. Definitions.

          (a) Collected  Receivables  shall mean all cash  collections  actually
     received  and  retained  by  the  Buyer  from  the  Established  List.  Any
     regulatory or insurance  company  fees,  fines,  chargebacks,  adjustments,
     penalties  or other  payments  (and related  legal fees and costs  related)
     required to be paid by the Buyer,  for the acts or  omissions of the Seller
     occurring  prior to the Closing  Date,  will be deducted  from the Purchase
     Price maximum.

          (b) Established List shall mean all of the Seller's accounts listed on
     Schedule 1(a).

     5.  Representations and Warranties of the Seller. The Seller represents and
warrants to the Buyer the following,  as of the execution date of this Agreement
and as of the Closing Date:

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                                       4


          (a)  Organization  and  Authority.  The Seller is a  corporation  duly
     organized  and in active  status  under the laws of  Florida,  and has full
     corporate  power and  authority to execute and deliver this  Agreement,  to
     carry  out  its  obligations  under  this  Agreement,  and  to  effect  the
     transactions contemplated by this Agreement;

          (b) Authorization,  Consents, and Validity.  The execution,  delivery,
     and  performance  of  this  Agreement  by the  Seller  (i)  has  been  duly
     authorized by all requisite  corporate action of the Seller,  (ii) does not
     require any consent, license,  approval,  waiver, or authorization from any
     governmental  authority  or any other  person,  and (iii) will not conflict
     with the articles of incorporation or bylaws of the Seller.  This Agreement
     has been duly and validly executed by the Seller and is a valid and legally
     binding obligation of the Seller, enforceable against it in accordance with
     its terms,  except to the extent  limited  by  bankruptcy,  reorganization,
     insolvency,  moratorium,  and similar laws of general application affecting
     the rights and remedies of creditors and by general equity principles;

          (c)  Brokers.  All  negotiations  relating to this  Agreement  and the
     transaction  contemplated  hereunder  have been  carried  on by the  Seller
     without the use of any broker, finder,  underwriter,  or other intermediary
     whereby such party would have a valid claim against the Seller or the Buyer
     for a brokerage commission, finder's fee, or other similar payment;

          (d) Title to Assets.  The Seller  has,  and at Closing  the Buyer will
     have, good and marketable  title to, or a valid leasehold  interest in, the
     Assets, free and clear of any lien, encumbrance,  security interest,  claim
     or equity interest, except for as set forth on Schedule 1(c);

          (e) Absence of Certain Developments. Since July 27, 1998:

               (i) The Seller is not in violation of any state or federal law;

               (ii) There has not been any damage,  destruction or loss, whether
          or not covered by insurance, with respect to a material portion of the
          Assets;

               (iii) The Seller has not entered into any transaction or contract
          (other than  purchase  and service  orders  entered  into  between the
          Seller and its  customers  and  suppliers  in the  ordinary  course of
          business) having, in the aggregate,  a value or requiring  payments in
          excess of $10,000.00;

               (iv) The  Seller  has not  failed  to pay and  discharge  current
          liabilities within 90; days, except as set forth on Schedule 5(e)(iv);

               (v) The Seller has not  mortgaged,  pledged or  subjected  to any
          lien any of the Assets,  or acquired or sold,  assigned,  transferred,
          conveyed, leased or otherwise disposed of any property, right or asset
          or any interest  therein that  otherwise  would have been  included as
          part of the; Assets, except as set forth on Schedule 5(e)(v);


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                                       5


               (vi)  The  Seller  has  not   amended,   cancelled,   terminated,
          relinquished,  waived or released any contract or right that otherwise
          would  have been  included  as part of the  Assets,  other than in the
          ordinary course of business consistent with past practice;

               (vii) The Seller has not made or  committed  to make any  capital
          expenditures  or  capital  additions  or  betterments  to  any  of the
          business in excess of $10,000.00  in the  aggregate  that would affect
          any of the Assets;

               (viii) The Seller has not agreed to do any of the foregoing;

          (f) Material Contracts.

                    (i)  Except as set  forth on  Schedule  5(f)(i),  all of the
               Seller's  material contracts are valid,  binding and  enforceable
               against the Seller and, to the best knowledge of the Seller,  any
               other party thereto,  in accordance with their respective  terms,
               and there does not exist under any material  contract any default
               on the part of the  Seller or of any other  party  thereto or any
               event which with notice or lapse of time or both would constitute
               such a default.

                    (ii)  Except as set forth on Schedule  5(f)(ii),  the Seller
               has not received any notice or communication  from any party to a
               material  contract  relating  to such  party's  intent to modify,
               terminate or fail to renew the arrangements and relationships set
               forth therein that relate to the Assets.

                    (iii) The  Seller is not a party to or  subject  to: (A) any
               agreement,  contract or commitment that substantially  limits the
               freedom of the Seller to compete in any line of  business or with
               any person or in any area, or to own,  operate,  sell,  transfer,
               pledge or  otherwise  dispose of or  encumber  any Asset or which
               would so limit the freedom of the Buyer  after the Closing  Date;
               or (B) any agreement,  contract or commitment  between the Seller
               and any affiliate of the Seller.

          (g) Taxes.

                    (i) Except as set forth on Schedule 5(g)(i),  the Seller has
               (A) timely paid (and until the Closing  Date will timely pay) all
               taxes that are due and payable  with  respect to the Seller,  its
               operations and assets, except for taxes, the nonpayment of which,
               would  not (1)  result in a lien on any of the  Assets  after the
               Closing  Date,  or  (2)  result  in  the  Buyer  becoming  liable
               therefor,  and (B)  established  (and through and  including  the
               Closing Date will  establish)  reserves that are adequate for the
               payment of all taxes not yet due and payable  with respect to the
               result of operations  through the Closing Date, the nonpayment of
               which  would (1) result in a lien on any of the Assets  after the
               Closing  Date,  or  (2)  result  in  the  Buyer  becoming  liable
               therefor.


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                    (ii)  Except as set forth on Schedule  5(g)(ii),  the Seller
               has complied and will have  complied  through and  including  the
               Closing  Date with all  applicable  laws,  rules and  regulations
               relating  to the  payment and  withholding  of taxes  relating to
               employee wages,  salaries and other  compensation  and has timely
               withheld  and paid over (and  through and  including  the Closing
               Date  will   timely   withhold   and  pay  over)  to  the  proper
               governmental  authorities all amounts  required to be so withheld
               and paid over for all periods under all applicable laws.

          (h) Employees and Employee Benefits.

                    (i)  (A)  The  Seller  is  not a  party  to  any  collective
               bargaining agreement applicable to the employees, (B) none of the
               employees  are  represented  by any labor  organization,  and (C)
               there is no labor  strike,  work  stoppage  or  slowdown  pending
               against the Seller and no pending lockout by the Seller,  in each
               case, with respect to the business.

                    (ii) All of the Seller's  employee  benefit plans as defined
               by Section 3(3) of ERISA are in  compliance  with the  applicable
               requirements of ERISA and the Code.

                    (i) Litigation.  Except as set forth on Schedule 5(i), there
               is no  legal  proceeding  or  investigation  pending  or,  to the
               knowledge  of the  Seller,  threatened  (A) against the Seller in
               connection  with the  operation  of the business or in respect of
               any of the Assets;  (B) that seeks to enjoin or obtain damages in
               respect of the consummation of the  transactions  contemplated by
               this  Agreement;  or (iii) that  questions  the  validity of this
               Agreement,  or any  action  taken or to be taken by the Seller in
               connection with the consummation of the transactions contemplated
               hereby or thereby.

          (j) Compliance with Law.

                    (i) Except as set forth on Schedule  5(i),  the  business is
               currently  operating in compliance  with all applicable  laws and
               orders of governmental  bodies.  The Seller has neither received,
               nor knows of the  issuance  of,  any notice of any  violation  or
               alleged   violation  of  any   applicable   laws  and  orders  of
               governmental bodies.

                    (ii) Except as set forth on Schedule 5(i), the Seller is not
               aware of any  investigation  with respect to any violation of any
               law,  order or  judgment  entered  by any  court,  arbitrator  or
               governmental body, applicable to the Assets or the conduct of the
               business.

          (k) Assets Necessary to Conduct  Business.  The Assets comprise all of
     the assets necessary to operate the business as presently being conducted.


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     6.  Representations  and Warranties of the Buyer.  The Buyer represents and
warrants to the Seller the following, as of the execution date of this Agreement
and as of the Closing Date:

          (a)  Organization  and  Authority.  The Seller is a  corporation  duly
     organized and in active status under the laws of the State of Florida,  and
     has full  corporate  power  and  authority  to  execute  and  deliver  this
     Agreement, to carry out its obligations under this Agreement, and to effect
     the transactions contemplated by this Agreement;

          (b) Authorization,  Consents, and Validity.  The execution,  delivery,
     and performance of this Agreement by the Buyer (i) has been duly authorized
     by all requisite  corporate action of the Buyer,  (ii) does not require any
     consent, license,  approval, waiver, or authorization from any governmental
     authority,  and (iii) will not conflict with the articles of  incorporation
     or bylaws of the Buyer.  This Agreement has been duly and validly  executed
     by the Buyer and is a valid and legally  binding  obligation  of the Buyer,
     enforceable  against it in accordance with its terms,  except to the extent
     limited by bankruptcy, reorganization,  insolvency, moratorium, and similar
     laws of general application  affecting the rights and remedies of creditors
     and by general equity principles;

          (c)  Brokers.  All  negotiations  relating to this  Agreement  and the
     transaction  contemplated  hereunder  have  been  carried  on by the  Buyer
     without the use of any broker, finder,  underwriter,  or other intermediary
     whereby such party would have a valid claim against the Buyer or the Seller
     for a brokerage commission, finder's fee, or other similar payment.

     7.  Noncompetition  and  Nonsolicitation.   Each  of  the  Seller  and  the
Shareholders  agree  that,  effective  upon  consummation  of  the  Closing  and
continuing for a period of 3 years thereafter, without the prior written consent
of the Buyer, he or it will not, directly or indirectly, as an agent, consultant
or  independent  contractor  or in any other  capacity:  (a) invest  (other than
investments in publicly owned companies which constitute not more than 1% of the
voting  securities  of any such  company) or engage in any  business or activity
that is competitive with the operation of the Assets; (b) accept employment with
or render services to a competitor of the Buyer; (c) contact, solicit or attempt
to solicit or accept  business  that is  competitive  with the  operation of the
Assets  from  any  of the  Buyer's  customers;  (d)  own or  operate  a  medical
laboratory;  or (e) own or operate a draw  station.  In  addition,  prior to the
Closing  (as  defined  below),   the  Buyer  will  obtain  agreements  from  the
Shareholders in  substantially  the form attached to this Agreement as Exhibit A
and from  Vincent Gepp and Richard Holt in  substantially  the form  attached to
this Agreement as Exhibit B.

     8. Closing. The closing of the transactions  contemplated by this Agreement
(the  "Closing")  shall take place at the  offices of Holland & Knight  LLP,  in
Tampa,  Florida,  commencing  at 10:00 a.m.  local time, on or before August 31,
1998,  or such other date as may be agreed upon in writing by the  parties  (the
"Closing  Date").  The  Closing  shall be  contingent  upon the Buyer  obtaining
approval of this transaction by the Buyer's primary lenders.



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                                       8


     9. Deliveries at Closing.  At the Closing,  the Seller shall deliver to the
Buyer a bill of sale,  a form of which is attached to this  Agreement as Exhibit
C, and such other  instruments  of transfer and  conveyance as in the reasonable
opinion of the Buyer's  counsel shall be effective to vest in the Buyer title to
the  Assets.  At the  Closing,  the Buyer must have  executed a lease,  mutually
acceptable  to the lessor and the Buyer,  for the  Building  and must deliver an
appraisal of the Assets listed on Schedule  1(d). At the Closing,  the Buyer and
the Seller must have executed  separate leases for the Assets listed on Schedule
1(c).

     10.  Assumption of Liabilities.  The parties  acknowledge that the Buyer is
not  assuming any of the Seller's  liabilities,  including,  but not limited to,
accounts payable, notes payable to any financial  institution,  notes payable to
any individuals,  or any liability relating to the current  investigation of the
Seller or as set forth on Schedule 5(i) or any liability  relating to or arising
from the Medicare or Medicaid  provider  number or agreements,  or any liability
relating to or arising from any other third-party payor agreement.

     11. Indemnification.  The Seller will indemnify and hold the Buyer harmless
against  any  and  all  losses,  costs,  expenses,  and  liabilities  (including
attorneys'  fees and  expenses at all levels of  proceedings)  arising out of or
resulting  from any claim  against the Seller,  for any act or  omissions by the
Seller that occurred prior to the Closing Date,  including  without  limitation,
any  losses,   costs,   expenses,   or  liabilities   relating  to  the  current
investigation  or as set forth on  Schedule  5(i).  If the Seller is required to
indemnify the Buyer pursuant to this  provision,  the amount of any loss,  cost,
expense or  liability  for which the  Seller  must  indemnify  the Buyer will be
set-off against the Buyer's future quarterly Purchase Price payments.

     12. Pre-Closing Covenants. The parties agree as follows with respect to the
period between the execution of this Agreement and the Closing:

          (a) General.  Each of the parties will use its  reasonable  commercial
     efforts to take all action and to do all things necessary,  appropriate, or
     convenient to consummate and make effective the  transactions  contemplated
     by this Agreement;

          (b)  Notices and  Consents.  The Seller will give any notices to third
     parties and will obtain any  third-party  consents the Buyer may reasonably
     request in connection with the transactions  contemplated by this Agreement
     or that may  otherwise be  necessary to convey the Seller's  full rights in
     the Assets to the Buyer;

          (c) Full Access.  The Seller will permit  representatives of the Buyer
     to have full access to all premises, properties, books, records, contracts,
     tax records,  and documents of or  pertaining to its financial  statements,
     during normal  business hours or any other  reasonable time for purposes of
     due diligence investigation.


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                                       9


     13.  Post-Closing  Covenants.  The parties agree as follows with respect to
the period following the Closing:

          (a) General.  In case at any time after the Closing any further action
     is necessary or desirable to carry out the purposes of this Agreement, each
     of the parties will take such further  action  (including the execution and
     delivery of such further  instruments and documents) as the other party may
     reasonably  request,  all at the sole cost and  expense  of the  requesting
     party (unless the  requesting  party is entitled to  indemnification  under
     this Agreement);

          (b)  Transition.  The  Seller  will not take any  action  (other  than
     actions  required to be taken by the Seller under this  Agreement)  that is
     designed  or intended  to have the effect of  discouraging  any client from
     maintaining  the same  business  relationships  with the  Buyer  after  the
     Closing Date as it maintained  with the Seller before the Closing Date. The
     Seller  will  refer all  client  inquiries  to the Buyer from and after the
     Closing.

     14. General Provisions.

          (a) Benefit and  Assignment.  This Agreement shall be binding upon and
     inure to the  benefit of the parties and their  respective  successors  and
     assigns.  The rights of the Seller may not be  assigned.  The rights of the
     Buyer may be assigned to a subsidiary  or affiliate of the Buyer,  provided
     that  any  such  assignment  shall  in no  way  relieve  the  Buyer  of its
     obligations and responsibilities under this Agreement.

          (b) Governing Law. This  Agreement  shall be governed by and construed
     under the laws of the State of Florida.

          (c) 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 Buyer:

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


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                                       10


                  With a copy to:

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

                  If to the Seller:

                           Community Clinical Laboratories, Inc.
                           1375 South Fort Harrison Avenue
                           Clearwater, Florida 33756
                           Attn:  James L. McKeown, Jr.

                  With a copy to:

                           Conklin, Stanley & Probst, P.A.
                           1465 South Fort Harrison Avenue, #202
                           Clearwater, Florida 34616
                           Attn:  Paul Probst, Esq.

                  If to the Shareholders:

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

                           and

                           James L. McKeown, Jr.
                           11410 74th Avenue North
                           Seminole, Florida 33772


     15. Expenses.  Except as otherwise provided in this Agreement, any expenses
in  connection  with this  Agreement or the  transactions  contemplated  in this
Agreement shall be paid for by the party incurring such expenses.

     16.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     17. Headings.  All paragraph headings are inserted for convenience only and
shall not modify or affect the construction or  interpretation  of any provision
of this Agreement.


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                                       11


     18.  Amendment,  Modification  and Waiver.  This Agreement may be modified,
amended,  and  supplemented by mutual written  agreement of the parties,  at any
time prior to the Closing. Each party may waive any condition intended to be for
its benefit.  Each amendment,  modification,  supplement,  or waiver shall be in
writing executed by both parties.

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

     20. Disputes Regarding Purchase Price. In the event the Seller disputes any
calculation  of the Purchase Price made under this Agreement and the parties are
unable to resolve this dispute within thirty days, then each party shall appoint
(within thirty days) an independent certified public accountant to rule upon the
dispute.  If the two accountants  are unable to resolve the dispute,  they shall
appoint a third accountant,  who shall have the final,  nonappealable  authority
over  the  dispute.  The  accountants  shall  award  the  costs  of the  dispute
resolution as they deem appropriate.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
date set forth above.
                                    BUYER:

                                    MEDICAL TECHNOLOGY
                                    LABORATORIES, INC.

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

                                    SELLER:

                                    COMMUNITY CLINICAL LABORATORIES, INC.

                                     By:_____________________
                                     Name:___________________
                                     Its:____________________


                                     SHAREHOLDERS:

                                     ________________________
                                     James L. McKeown, Sr.

                                     ________________________   
                                     James L. McKeown, Jr.


<PAGE>
                                       12


                    AMENDMENT TO ASSET ACQUISITION AGREEMENT



     In  accordance  with Section 18 of the Asset  Acquisition  Agreement  dated
August 4,  1998,  the  parties  agree to amend  Section 3A of the  Agreement  to
provide that the first  payment of the purchase  price shall be paid on November
15, 1998.


                              MEDICAL TECHNOLOGY LABORATORIES, INC.


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


                              SELLER:

                              COMMUNITY CLINICAL LABORATORIES, INC.


                               By:__________________
                               Name:________________
                               Its:_________________


                               SHAREHOLDERS:

                               ______________________
                               James L. McKeown, Sr.

                               ______________________
                               James L. McKeown, Jr.