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                              EMPLOYMENT AGREEMENT

     This agreement, effective as of September 1, 1999 (the "Agreement") is made
by and between MEDICAL  TECHNOLOGY  SYSTEMS,  INC., a Delaware  corporation (the
"Company")  , and TODD E.  SIEGEL,  a  resident  of the  State of  Florida  (the
"Executive").

                                   BACKGROUND

     The  Company  desires to  continue to obtain the benefit of services by the
Executive,  and the  Executive  desires to  continue  to render  services to the
Company.

     The  Compensation  Committee  of the Board of Directors of the Company (the
"Board") has  determined  that it is in the Company's  best interest and that of
its  stockholders to recognize the substantial  contribution  that the Executive
has made and is expected to make in the future to the Company's  business and to
continue to retain his services in the future.

     Accordingly,  in consideration of the mutual covenants and  representations
contained set forth below, the Company and the Executive agree as follows:

                                      TERMS

     1. Employment

          a.   The Executive agrees to accept employment with the Company or one
               or more of the Company's  subsidiary  corporations  to render the
               services   specified  in  this   Agreement  upon  the  terms  and
               conditions and for the  compensation  provided in this Agreement.
               All  compensation  paid to the  Executive  by the  Company or any
               subsidiary  of the  Company,  and all  benefits  and  perquisites
               received  by  the  Executive  from  the  Company  or  any  of its
               subsidiaries,  will be  aggregated  in  determining  whether  the
               Executive has received the compensation and benefits provided for
               herein.

          b.   Term.  The term (the "Term") of this contract  shall  commence on
               September 1, 1999, and shall continue without  interruption until
               August 31, 2004.

     2. Duties.

          a.   General Duties.  The Executive shall serve as President and Chief
               Executive  Officer of the Company and shall  continue to serve in
               those  positions,  with  duties  and  responsibilities  that  are
               customary  for such  executives  including,  without  limitation,
               ultimate responsibility for managing the Company,  subject to the
               authority of the Board.

          b.   Full  Time  Employment.  During  the term of this  Agreement  and
               excluding  any  periods  of  vacation,  family  or sick  leave or
               holidays to which the Executive is entitled,  the Executive shall
               devote his full business time and energy to the business, affairs
               and  interests of the Company and its  subsidiaries,  and matters
               related thereto, and shall use his reasonable  commercial efforts
               and  ability to promote  the  interests  of the  Company  and its
               subsidiaries.  The Executive will diligently  endeavor to promote
               the  business,  affairs  and  interests  of the  Company  and its
               subsidiaries and perform services  contemplated by this Agreement
               in  accordance  with the policies  established  by the Board from
               time to time.

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                                       2



          c.   Certain  Permissible  Activities.  The  Executive  may serve as a
               director  or in any other  capacity of any  business  enterprise,
               including an enterprise whose activities may involve or relate to
               the business of the Company or any of its  subsidiaries  but only
               if such service is expressly  approved by the Company in writing.
               The  Executive  may  (i)  make  and  manage   personal   business
               investments of his choice, (ii) teach at educational institutions
               and deliver  lectures,  and (iii) serve in any capacity  with any
               civic,   educational   or   charitable   organization,   or   any
               governmental  entity  or trade  association,  in each  such  case
               without  seeking or obtaining  approval by the Company so long as
               such  activities  and  service  do not  materially  interfere  or
               conflict  with the  performance  of his duties  hereunder.  It is
               agreed that to the extent that the  Company  shall have  approved
               any service of the  Executive  pursuant to the first  sentence of
               this  Section  3(c) prior to a Change in Control Date (as defined
               in Section 7 below), or to the extent that the Executive may have
               engaged in  activities  pursuant  to the second  sentence of this
               Section 3(c) prior to such Change in Control Date,  the continued
               conduct of such  activities or the conduct of  activities  during
               the thirty-six  months  subsequent to such Change in Control Date
               shall be  permissible  and not in violation of any  provisions of
               this  Agreement  and such Company  approval may not be revoked or
               limited in any  material  respect  during the  thirty-six  months
               following such Change in Control Date.

     3. Compensation and Expenses.

          a.   Base  Salary.  For the  services of the  Executive to be rendered
               under this  Agreement,  the  Company  will pay the  Executive  an
               annual  base salary  (the "Base  Salary") as follows:  [4% a year
               increases]

               (i)  For the year  September 1, 1999 through August 31, 2000, the
                    amount of $210,000;

               (ii) For the year  September 1, 2000 through August 31, 2001, the
                    amount of $218,400;

               (iii)For the year  September 1, 2001 through August 31, 2002, the
                    amount of $227,136;

               (iv) For the year  September 1, 2002 through August 31, 2003, the
                    amount of $236,221; and

               (v)  For the year  September 1, 2003 through August 31, 2004, the
                    amount of $245,670;

               Provided,  however,  that  such  Base  Salary  shall be pro rated
               accordingly  over the time  period  that the  Executive  performs
               services  under this  Agreement in any calendar year during which
               this Agreement shall terminate before August 31st of such year.

               The  Company  shall pay the  Executive  his Base  Salary in equal
               installments no less than semi-monthly.


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                                       3


          b.   Base  Salary  Adjustment.  The Base  Salary may not be  decreased
               hereunder during the term of this Agreement, but may be increased
               upon review by and within the sole discretion of the Board.


          c.   Bonus.  Executive shall be entitled to receive bonus compensation
               in accordance with Exhibit A. Such bonuses may be paid in cash or
               issued in shares of the  Company's  common stock on such terms as
               recommended  by the  Compensation  Committee  and approved by the
               Board.

          d.   Expenses.  In addition to any compensation  received  pursuant to
               Section 3, the Company  will  reimburse  or advance  funds to the
               Executive  for all  reasonable,  ordinary and  necessary  travel,
               educational,   seminar,  trade  shows,  YPO,  entertainment,  and
               miscellaneous   expenses   incurred   in   connection   with  the
               performance of his duties under this Agreement, provided that the
               Executive  properly  accounts for such expenses to the Company in
               accordance with the Company's practices. Such reimbursement shall
               include travel,  lodging and food costs for Executive's immediate
               family to the extent they accompany Executive on business related
               travel.

          e.   Subsidiary  and Affiliate  Payments.  In  recognition of the fact
               that in the course of the performance of his duties hereunder the
               Executive  may  provide  substantial  benefits  to the  Company's
               subsidiaries  or  affiliated  companies,  the  Executive  and the
               Company  may at any time and from time to time  agree that all or
               any  portion of the  compensation  due the  Executive  under this
               Agreement may be paid directly to the Executive by one or more of
               the Company's subsidiaries or affiliated companies.


               Additional Equity Based Incentive  Compensation.  Executive shall
               be  entitled  to  additional   annual   equity  based   incentive
               compensation as set forth in Exhibit B.

     4. Benefits.

          a.   Vacation.  For  each  year  during  the  Term  during  which  the
               Executive  is  employed,  the  Executive  shall be entitled to 20
               vacation  days  (which  shall  accrue and vest,  except set forth
               below on each  September  1st)  without loss of  compensation  or
               other benefits to which he is entitled under this Agreement.

               If the  Executive  is  unable  to take all of his  vacation  days
               during a year for which he becomes vested, then the Executive, at
               his sole option,  may elect (a) to carry over any unused vacation
               to the next  calendar year to be used solely in that next year or
               (b) to receive an appropriate pro rata portion of his Base Salary
               corresponding to the year in which the vacation days vested.

               The  Executive  shall  take  his  vacation  at such  times as the
               Executive may select and the affairs of the Company or any of its
               subsidiaries or affiliates may permit.

          b.   Employee  Benefit  Programs.  In addition to the  compensation to
               which the  Executive is entitled  pursuant to the  provisions  of
               Section 3 of this Agreement,  during the Term, the Executive will
               be  entitled  to  participate  in any stock  option  plan,  stock
               purchase  plan,  pension or retirement  plan,  insurance or other
               employee  benefit  plan  that is  maintained  at that time by the
               Company   for  its   employees,   including   programs  of  life,
               disability,  basic medical and dental,  supplemental  medical and
               dental insurance.


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                                       4


               Notwithstanding  any provision of this Agreement to the contrary,
               the Company shall not be obligated to provide the Executive  with
               any  of the  benefits  contained  in  this  Section  4 (b) if the
               Executive, for any reason, is or becomes uninsurable with respect
               to coverage relating to any such benefit(s).

          c.   Automobile  Allowance.  During  the term of this  Agreement,  the
               Company shall pay Executive an additional $750.00 per month as an
               automobile  allowance  to be  applied to any  automobile  expense
               incurred by Executive.

          d.   Financial  and Tax Planning.  During the term of this  Agreement,
               and as additional  consideration  hereunder,  Executive  shall be
               reimbursed  for  personal  financial  planning,  tax  preparation
               services and  accounting and legal fees related to such financial
               and tax planning, up to a maximum of $3,000 per year.

     5. Termination.

          a.   Termination for Cause.  The Company may terminate the Executive's
               employment  pursuant to this Agreement at any time for cause upon
               written notice.  Such  termination will become effective upon the
               giving of such notice.  Upon any such  termination for cause, the
               Executive  shall  have  no  right  to   compensation,   bonus  or
               reimbursement  under Section 3 or to  participate in any employee
               benefit  programs  or other  benefits to which he may be entitled
               under Section 4 for any period  subsequent to the effective  date
               of termination.  For purposes of this Agreement, the term "cause"
               shall mean:

               (i)  the Executive's  conviction of a felony and all appeals with
                    respect  thereto have been  extinguished or abandoned by the
                    Executive;

               (ii) the  Executive's  conviction of  misappropriating  assets or
                    otherwise  defrauding the Company or any of its subsidiaries
                    or affiliates;

               (iii)a material  breach by the Executive of any provision of this
                    Agreement, after thirty (30) days written notice, and thirty
                    days to materially cure such breach.

          b.   Death or Disability. This Agreement and the Company's obligations
               under this  Agreement will terminate upon the death or disability
               of the Executive. For purposes of this Section 5(b), "disability"
               shall  mean that for a period of six  months in any  twelve-month
               period the Executive is incapable of substantially fulfilling the
               duties set forth in this Agreement because of physical, mental or
               emotional incapacity  resulting from injury,  sickness or disease
               as determined by an independent  physician mutually acceptable to
               the Company and the  Executive.  Upon any such  termination  upon
               death or  disability,  the Company will pay the  Executive or his
               legal representative,  as the case may be, his Base Salary (which
               may include any accrued,  but unused  vacation time) at such time
               pursuant to Section 3(a) through the date of such  termination of
               employment (or, if terminated as a result of a disability,  until
               the date upon which the disability policy maintained  pursuant to
               Section 4 (b) (ii)  begins  payment of  benefits)  plus any other
               compensation that may be due and unpaid. In the event of death or
               disability of the Executive,  any obligations  that the Executive
               may owe the Company for repayment of loans or other amounts shall
               be forgiven.


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                                       5


          c.   Voluntary   Termination.   Prior  to  the   termination  of  this
               Agreement,  the Executive may, on sixty days prior written notice
               to the Company,  at any time terminate his  employment.  Upon any
               such  termination,  the Company  shall pay the Executive his Base
               Salary at such time  pursuant to Section 3(a) through the date of
               such  termination  of employment  (which shall include any vested
               and accrued, but unused vacation time).

          d.   Additional  Severance Upon Triggering Event. Upon any event which
               (a) causes  Siegel or his  immediate  family  members to lose the
               absolute right,  whether exercisable  directly or indirectly,  to
               elect and  dismiss a majority  of the board of  directors  of the
               Company and (b) the Executive is terminated  without cause (i.e.,
               any reason  other  than  death,  disability  or  termination  for
               cause),  ((a) and (b)  referred to as a  Triggering  Event),  the
               following  shall occur  immediately and without further notice or
               action by Executive:


               (i)  All of the  Company's  obligations  under this  Agreement to
                    Executive   shall   accelerate   and   become    immediately
                    performable  and due and  payable  except for salary for the
                    balance of the term of this  agreement,  which shall  become
                    due and  payable  only to the  extent  set forth in  Section
                    (d)(ii).

               (ii) In addition to any and all other  compensation  to Executive
                    under this Agreement,  the Company shall pay to Executive an
                    amount  equal to 2.99 times the  Executive's  base salary in
                    the fiscal year of the Company  next  immediately  preceding
                    the fiscal year in which the triggering event occurs;

               (iii)At his  option,  notwithstanding  the  payment  of the above
                    items,  Executive  may  terminate  his  obligations  to  the
                    Company under this Agreement, including any loans payable to
                    the Company; and

               (iv) The Company shall  immediately  assign to Executive any life
                    insurance  policy  insuring  Executive's  life.  The Company
                    shall,  prior to the assignment,  satisfy the balance of all
                    premiums owed on the assigned policies and shall insure that
                    the designated beneficiary is not changed.

               (v)  If any of the above benefits are deemed to violate  Internal
                    Revenue  Code 280G and related  regulations  thereunder,  as
                    amended,  then any excess  benefits  will be paid during the
                    next tax year if permitted by applicable law.

     6. Restrictive Covenants.

          a.   Competition  with the  Companies.  The  Executive  covenants  and
               agrees that,  during the Term of this  Agreement,  the  Executive
               will not, without the prior written consent of Company,  directly
               or   indirectly   (whether   as  a  sole   proprietor,   partner,
               stockholder, director, officer, employee or in any other capacity
               as   principal   or   agent)  ,   compete   with   the   Company.
               Notwithstanding this restriction,  Executive shall be entitled to
               invest in stock of other  competing  public  companies so long as
               his  ownership  is less  than 5% of  such  company's  outstanding
               shares.

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          b.   Disclosure   of   Confidential    Information.    The   Executive
               acknowledges  that  during his  employment  he will gain and have
               access to confidential  information regarding the Company and its
               subsidiaries and affiliates. The Executive acknowledges that such
               confidential  information  as acquired and used by the Company or
               any of its  subsidiaries  or  affiliates  constitutes  a special,
               valuable  and  unique  asset in which the  Company  or any of its
               subsidiaries or affiliates, as the case may be, hold a legitimate
               business interest. All records, files, materials and confidential
               informant (the "Trade Secrets")  obtained by the Executive in the
               course of his employment  with the Company shall be hereby deemed
               confidential  and  proprietary  and shall  remain  the  exclusive
               property of the Company or any of its subsidiaries or affiliates,
               as the case may be. The Executive will not,  except in connection
               with and as required by his  performance of his duties under this
               Agreement,  for any reason use for his own benefit or the benefit
               of any person or entity with which he may be associated, disclose
               any Trade Secrets to any person, firm,  corporation,  association
               or other entity for any reason or purpose  whatsoever without the
               prior written consent of the Board of Directors of the Companies,
               unless  such  information  previously  shall have  become  public
               knowledge through no action by or omission of the Executive.

          c.   Subversion,  Disruption  or  Interference.  At no time during the
               term hereof shall Executive,  directly or indirectly,  interfere,
               induce,  influence,  combine  or  conspire  with,  or  attempt to
               induce, influence, combine or conspire with, any of the employees
               or sponsors of, or consultants to, the Company to terminate their
               relationship  with or compete or ally  against the Company or any
               of its  subsidiaries or affiliates of the Company in the business
               in which the Company or any one of its subsidiaries or affiliates
               is presently engaged.

          d.   Enforcement  of  Restrictions.  The parties hereby agree that any
               violation by Executive of the covenants contained in this Section
               6 will  cause  irreparable  damage to the  Company  or any of its
               subsidiaries  and affiliates  and may, as a matter of course,  be
               restrained  by  process  issued  out  of  a  court  of  competent
               jurisdiction, in addition to any other remedies provided by law.

     7. Change of Control.

          a.   For the purposes of this  Agreement,  a "Change of Control" shall
               be deemed to have taken place if any person,  other than the JADE
               Partnership  or the Siegel Family  Revocable  Trust,  including a
               "group" as defined in Section 13(d)(3) of the Securities Exchange
               Act of 1934, as amended, becomes the owner or beneficial owner of
               the  Company's  securities,  after  the  date of this  Agreement,
               having  more than 50% of the  combined  voting  power of the then
               outstanding  securities  of the Company  that may be cast for the
               election of directors  of the Company  (other than as a result of
               an issuance of securities  specifically approved by Executive and
               specifically  excluded  from the  provisions of this Section 7 by
               subsequent   written  agreement  of  the  Executive);   provided,
               however,  that a Change  of  Control  shall not be deemed to have
               occurred  if the person who becomes the owner of more than 50% of
               the combined  voting power of the Company is Todd E. Siegel or an
               entity (or entities) controlled by Todd E. Siegel.

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                                       7


          b.   The Company and  Executive  agree that,  if  Executive  is in the
               employ of the  Company  on the date on which a Change of  Control
               occurs (the "Change of Control Date") , the Company will continue
               to employ the  Executive  and the  Executive  will  remain in the
               employ of the Company for the period  commencing on the Change of
               Control  Date  and  ending  on the  expiration  of the  Term,  to
               exercise such authority and perform such executive  duties as are
               commensurate  with the authority being exercised and duties being
               performed  by the  Executive  immediately  prior to the Change of
               Control  Date.  If after a Change of Control,  the  Executive  is
               requested, and, in his sole and absolute discretion,  consents to
               change his  principal  business  location  outside of Pinellas or
               Hillsborough  Counties,  Florida,  the Company will reimburse the
               Executive  for  his  relocation   expenses,   including   without
               limitation, moving expenses, temporary living and travel expenses
               for a time while  arranging to move his  residence to the changed
               location,  closing costs, if any, associated with the sale of his
               existing residence and the purchase of a replacement residence at
               the changed location,  plus an additional  amount  representing a
               gross-up of any state or federal  taxes payable by Executive as a
               result of any such  reimbursements.  If the  Executive  shall not
               consent  to change  his  business  location,  the  Executive  may
               continue  to  provide  the  services  required  of him under this
               Agreement  in Pinellas  County,  Florida  and the  Company  shall
               continue to maintain an office for the Executive at that location
               similar to the  Company's  office  prior to the Change of Control
               Date.

          c.   During the remaining  Term after the Change of Control Date,  the
               Company will (i)  continue to honor the terms of this  Agreement,
               including as to Base Salary and other  compensation  set forth in
               Section 3, and (ii)  continue  employee  benefits as set forth in
               Section 4 at levels in effect on the Change of Control  Date (but
               subject to such  reductions  as may be required to maintain  such
               plans  in  compliance  with  applicable  federal  law  regulating
               employee benefits).

          d.   If during  the  remaining  Term on or after the Change of Control
               Date (i) the Executive's  employment is terminated by the Company
               other than for cause (as  defined  in  Section  5), or (ii) there
               shall  have   occurred  a  material   reduction  in   Executive's
               compensation or employment related benefits, or a material change
               in   Executive's   status,   working   conditions  or  management
               responsibilities, or a material change in the business objectives
               or  policies  of  the  Company  and  the  Executive   voluntarily
               terminates  employment  within sixty days of any such occurrence,
               or the last in a series of occurrences,  then the Executive shall
               be   entitled   to  receive,   subject  to  the   provisions   of
               subparagraphs (e) and (f) below, a lump-sum payment equal to 299%
               of  Executive's  current  Base  Salary in  addition  to any other
               compensation  that may be due and  owing to the  Executive  under
               Section 3.

          e.   The amounts payable to the Executive under any other compensation
               arrangement maintained by the Company which became payable, after
               payment of the lump-sum provided for in paragraph (d), upon or as
               a result  of the  exercise  by  Executive  of  rights  which  are
               contingent  on a Change of  Control  (and would be  considered  a
               "parachute   payment"  under  Internal   Revenue  Code  280G  and
               regulations thereunder), shall be reduced to the extent necessary
               so that such amounts,  when added to such lump-sum, do not exceed
               299% of the  Executive's  Base Salary (as computed in  accordance
               with provisions of the Internal  Revenue Code of 1986, as amended
               and  any  regulations  promulgated  thereunder)  for  determining
               whether the Executive has received an excess  parachute  payment.
               Any such excess amount shall be deferred and paid in the next tax
               year.

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                                       8


          f.   In the event of a proposed  Change in Control,  the Company  will
               allow the  Executive to  participate  in all meetings and related
               negotiations related.

     8.  Assignability.  The rights and  obligations  of the Company  under this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of the Company, provided that such successor or assign shall acquire all
or substantially all of the assets and business of the Company.  The Executive's
rights and obligations under this Agreement may not be assigned or alienated and
any attempt to do so by the  Executive  will be void and  constitute  a material
breach hereunder.

     9.  Indemnification.  The Company and the  Executive  acknowledge  that the
Executive's  service as an officer of the Company exposes the Executive to risks
of  personal   liability  arising  from,  and  pertaining  to,  the  Executive's
participation  in the  management  of the  Company.  The Company  shall  defend,
indemnify and hold harmless the Executive from any actual cost,  loss,  damages,
attorneys fees, or liability  suffered or incurred by the Executive  arising out
of, or connected to, the Executive's service as an officer of the Company or any
of its current,  former, or future subsidiaries to the fullest extent allowed by
law.  The  Company  will not have any  obligation  to the  Executive  under this
section  for any loss  suffered  if the  Executive  voluntarily  pays,  settles,
compromises, confesses judgment for, or admits liability with respect to without
the approval of the Company.  Within  thirty days after the  Executive  receives
notice  of any claim or action  which may give rise to the  application  of this
section,  the  Executive  shall  notify  the  Company in writing of the claim or
action.  The  Executive's  failure to timely  notify the Company of the claim or
action will relieve the Company from any obligation to the Executive  under this
section.

     10. Severability. If any provision of this Agreement otherwise is deemed to
be  invalid  or  unenforceable  or is  prohibited  by the  laws of the  state or
jurisdiction  where it is to be performed,  this  Agreement  shall be considered
divisible as to such provision and such  provision  shall be inoperative in such
state or  jurisdiction  and shall not be part of the  consideration  moving from
either of the parties to the other.  The remaining  provisions of this Agreement
shall be valid and binding and of like effect as though such  provision were not
included.

     11. Prior Employment  Agreements.  The Executive represents that he has not
executed any agreement with any previous  Company which may impose  restrictions
on his employment with the Company.

     12.  Notice.  Notices given  pursuant to the  provisions of this  Agreement
shall be sent by certified mail, postage prepaid,  or by overnight  courier,  or
telecopier to the following addresses:

                  If to the Company:

                           Medical Technology Systems, Inc.
                           12920-M Automobile Blvd.
                           Clearwater, FL 34622


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                                       9


                  If to the Executive:

                           Todd E. Siegel
                           10043 Windtree Blvd.
                           Seminole, FL 33772

     Either party may,  from time to time,  designate any other address to which
any such notice to it or him shall be sent.  Any such notice  shall be deemed to
have been  delivered  upon the  earlier  of actual  receipt  or four days  after
deposit in the mail, if by certified mail.

     13. Miscellaneous.


          a.   Governing Law. This Agreement  shall be governed by and construed
               and enforced in accordance  with the laws Florida  without giving
               effect to the conflict of laws rules thereof.

          b.   Waiver/Amendment.  The waiver by any party to this Agreement of a
               breach of any  provision  hereof by any other  party shall not be
               construed as a waiver of any subsequent  breach by any party.  No
               provision  of  this   Agreement  may  be   terminated,   amended,
               supplemented,  waived or modified  other than by an instrument in
               writing  signed by the party against whom the  enforcement of the
               termination,  amendment,  supplement,  waiver or  modification is
               sought.

          c.   Attorney's  Fees. In the event any action is commenced to enforce
               any provision of this  agreement,  the prevailing  party shall be
               entitled to reasonable attorneys fees, costs and expenses.


          d.   Entire Agreement. This Agreement, and the attached Exhibits A and
               B,  comprise the entire  agreement  between the Executive and the
               Company.  This  Agreement  supersedes  all prior  agreements  and
               understandings  between the parties  with  respect to the subject
               matter  hereof and may not be modified or terminated  orally.  No
               modification,  termination,  or  attempted  waiver shall be valid
               unless it is in writing and is executed by each of the parties.

          e.   Counterparts. This Agreement may be executed in counterparts, all
               of which shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the  Company and the  Executive  have  executed  this
Agreement as of the day and year first above written.

WITNESSES:                             EXECUTIVE


_____________________________________      _____________________________________
                                           TODD E. SIEGEL

Print Name: _________________________


_____________________________________


Print Name: _________________________



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                                       10


                                        COMPANY

                                        MEDICAL TECHNOLOGY SYSTEMS, INC.,
_____________________________________   a Delaware corporation

Print Name: _________________________    By: ___________________________________

_____________________________________   Print Name: ____________________________

Print Name: _________________________   As: ____________________________________




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                                   EXHIBIT A

                                  BONUS PROGRAM

     Executive  shall be  entitled  to  receive an annual  performance  bonus as
follows: 3% of the first $800,000 of the Company's net income after income taxes
plus 2.5% of the  Company's  net income after taxes in excess of  $800,000,  but
less than  $1,600,000  plus 2% of the Company's net income after taxes in excess
of  $1,600,000.  Such  bonuses  may be paid in cash or  issued  in shares of the
Company's common stock subject to compliance with all applicable securities laws
including without  limitation those laws governing  insider trading.  Such stock
shall be valued at sixty percent (60%) of the closing bid price of the Company's
common stock as quoted on an established  exchange as of the date of Executive's
election.  For the purposes of this  Agreement,  "net income after income taxes"
shall mean with respect to each fiscal year of the Company,  the sum of (y), the
net income  after  income  taxes,  but without  taking into account any unusual,
non-recurring gains or losses recognized during such year including tax benefits
associated with deferred tax assets; and (z) any amount of the performance bonus
payable  under this  Section 3(b) for such fiscal year which has been accrued as
an expense and included in the Company's  payroll and related  expenses for such
fiscal year in arriving at the amount of the  Company's  net income after income
taxes.  For  purposes of this  Agreement,  net income after income taxes for any
year shall be as reported on a consolidated basis in the Company's annual report
filed with the Securities and Exchange Commission for such fiscal year .