MEDICAL TECHNOLOGY SYSTEMS INC /DE/
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>elsguarantor.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


                          GUARANTOR SECURITY AGREEMENT

     THIS GUARANTOR  SECURITY  AGREEMENT (this "Agreement") made as of this 26th
day of June 2002, between MEDICATION MANAGEMENT  TECHNOLOGIES,  INC., CLEARWATER
MEDICAL  SERVICES,  INC.,  MEDICAL  TECHNOLOGY  LABORATORIES,  INC.,  MEDICATION
MANAGEMENT SYSTEMS, INC., SYSTEMS PROFESSIONALS,  INC., CART-WARE, INC., VANGARD
PHARMACEUTICAL PACKAGING, INC. LIFESERV TECHNOLOGIES, INC., PERFORMANCE PHARMACY
SYSTEMS,  INC.,  AND MTS SALES &  MARKETING,  INC.,  each a Florida  corporation
(collectively,  the "Debtors" and each a "Debtor"), and LASALLE BUSINESS CREDIT,
INC., as Agent ("Agent").

     WHEREAS,  MEDICAL TECHNOLOGY SYSTEMS,  INC. and MTS PACKAGING SYSTEMS, INC.
(collectively,  the  "Borrowers"  and each a  "Borrower")  are indebted to Agent
and/or  Lender  pursuant  to a Loan and  Security  Agreement  dated of even date
herewith,  among Agent,  Lender,  Borrowers and the Debtors,  as guarantors  (as
amended, modified or supplemented from time to time, the "Loan Agreement"); and

     WHEREAS,  Debtors have guaranteed all of Borrowers' Liabilities,  including
but not limited to Borrowers'  obligations to Agent and/or Lender under the Loan
Agreement  pursuant to that certain  Continuing  Unconditional  Guaranty of even
date herewith (the "Guaranty"); and

     WHEREAS,  the parties  hereto wish to provide for the terms and  conditions
upon which Debtors' obligations under the Guaranty shall be secured; and

     WHEREAS,  this  Agreement is made to secure the  obligations of each Debtor
under the Guaranty and in consideration  of advances,  credit or other financial
accommodations  now or  hereafter  being  afforded to the  Borrowers by Agent or
Lender;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. SECURITY INTEREST.

          A. Grant of Security Interest to Agent. As security for the payment of
     all Loans  now or in the  future  made by Agent or Lender to the  Borrowers
     hereunder  and  for  the  payment  or  other   satisfaction  of  all  other
     Liabilities, each Debtor hereby grants and assigns to Agent for the benefit
     of  Agent  and  Lender  a  continuing  lien and  security  interest  in the
     following  property  of  each  Debtor,  whether  now  or  hereafter  owned,
     existing,  acquired or arising and wherever now or hereafter  located:  (a)
     all Accounts and all Goods whose sale,  lease or other  disposition by such
     Borrower  has  given  rise to  Accounts  and  have  been  returned  to,  or
     repossessed or stopped in transit by, such Borrower; (b) all Chattel Paper,
     Instruments,   Documents  and  General  Intangibles   (including,   without
     limitation,  all  patents,  patent  applications,   trademarks,   trademark
     applications,  tradenames, trade secrets, goodwill,  copyrights,  copyright
     applications,   registrations,  licenses,  software,  franchises,  customer
     lists, tax refund claims,  claims against carriers and shippers,  guarantee
     claims, contracts rights, payment intangibles, security interests, security
     deposits and rights to indemnification);  (c) all Inventory;  (d) all Goods
     (other than Inventory),  including, without limitation, Equipment, vehicles
     and Fixtures; (e) all Investment Property;  (f) all Deposit Accounts,  bank
     accounts,  deposits  and cash;  (g) all  Letter of Credit  Rights,  (h) all

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                                       2

     Commercial  Tort  Claims,  (i) all  ownership  interests  in the issued and
     outstanding  capital  stock  or  other  equity  interests  in  each  of its
     Subsidiaries, (j) any other property of such Debtor now or hereafter in the
     possession,  custody  or  control  of Agent or  Lender  or any agent or any
     parent,  affiliate or subsidiary of Agent or Lender or any participant with
     Agent or Lender in the Loans,  for any purpose  (whether  for  safekeeping,
     deposit,  collection,  custody, pledge,  transmission or otherwise) and (k)
     all additions  and  accessions  to,  substitutions  for, and  replacements,
     products and all Proceeds of the  foregoing  property,  including,  without
     limitation,  proceeds of all  insurance  policies  insuring  the  foregoing
     property, and all of such Debtor's books and records relating to any of the
     foregoing and to such Debtor's business  (collectively,  the "Collateral").
     The  capitalized  terms  "Account",   "Account  Debtor",  "Chattel  Paper",
     "Commercial  Tort Claims",  "Deposit  Accounts",  "Documents",  "Electronic
     Chattel Paper", "Equipment",  "Fixtures",  "General Intangibles",  "Goods",
     "Instruments",   "Inventory",   "Investment  Property",   "Letter-of-Credit
     Rights",  "Proceeds" and "Tangible Chattel Paper" shall have the respective
     meanings  assigned to such terms, as of the date of this Agreement,  in the
     Pennsylvania  Uniform  Commercial  Code,  as the same may be in effect from
     time to time.  Capitalized  terms not defined herein shall have the meaning
     assigned such term in the Loan Agreement or in the Guaranty.

          B. Possessory Collateral.  Promptly after the receipt by any Debtor of
     any portion of the  Collateral  evidenced by an  agreement,  Instrument  or
     Document,  including, without limitation, any Tangible Chattel Paper or any
     Investment  Property  consisting of  certificated  securities,  such Debtor
     shall deliver the original  thereof to Agent  together with an  appropriate
     endorsement or other specific  evidence of assignment  thereof to Agent (in
     form and substance acceptable to Agent). If an endorsement or assignment of
     any  such  items  shall  not be  made  for  any  reason,  Agent  is  hereby
     irrevocably  authorized,  as such Debtor's attorney and  agent-in-fact,  to
     endorse or assign the same on such Debtor's behalf.

          C.  Electronic  Chattel Paper.  To the extent that a Debtor obtains or
     maintains any Electronic Chattel Paper, such Debtor shall create, store and
     assign the record or records  comprising  the  Electronic  Chattel Paper in
     such a manner that (i) a single authoritative copy of the record or records
     exists which is unique,  identifiable and, except as otherwise  provided in
     clauses (iv), (v) and (vi) below, unalterable,  (ii) the authoritative copy
     identifies  Agent as the  assignee  of the  record  or  records,  (iii) the
     authoritative  copy is  communicated  to and  maintained  by  Agent  or its
     designated  custodian,  (iv)  copies  or  revisions  that add or  change an
     identified  assignee  of the  authoritative  copy can only be made with the
     participation  of Agent,  (v) each copy of the  authoritative  copy and any
     copy  of a  copy  is  readily  identifiable  as a  copy  that  is  not  the
     authoritative  copy and  (vi) any  revision  of the  authoritative  copy is
     readily identifiable as an authorized or unauthorized revision.

     2. OBLIGATIONS DEFINED.

     The term  "Liability"  or  "Liabilities"  shall  mean and  include  without
limitation any and all of each Debtor's indebtedness and/or liabilities to Agent
and/or Lender of every kind, nature and description,  direct or indirect,  joint
or  several,  absolute or  contingent,  due or to become  due,  now  existing or
hereafter  arising   including,   without   limitation,   the  indebtedness  and
liabilities  of each Debtor to Agent and/or  Lender under the Guaranty and under
this Agreement,  including but not limited to all obligations to perform acts or
refrain  from taking any action and any  obligations  of Debtors  owing to Agent
and/or Lender.
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                                       3

     3. POSSESSION OF COLLATERAL AND RELATED MATTERS.

     Until an Event of Default shall have  occurred,  each Debtor shall have the
right, except as otherwise provided in this Agreement, in the ordinary course of
Debtor's business,  to (a) sell, lease or furnish under contracts of service any
of Debtor's inventory normally held by Debtor for any such purpose,  and (b) use
and consume any raw materials,  work in process or other materials normally held
by Debtor  for such  purpose;  provided,  however,  that a sale in the  ordinary
course of  business  shall not include  any  transfer  or sale in  satisfaction,
partial or  complete,  of a debt owed by Debtor.  Agent  through  its  officers,
employees or agents,  shall have the right, at any time and from time to time in
Agent's name, in the name of a nominee of Agent or in any Debtor's  name,  after
the  occurrence of an Event of Default,  to verify the  validity,  amount or any
other matter relating to any Debtor's accounts, by mail, telephone, telegraph or
otherwise.  Debtors shall reimburse  Agent, on demand,  for all costs,  fees and
expenses incurred by Agent in this regard.

     4. WARRANTIES AND COVENANTS.

     Each Debtor warrants and agrees that:

          A. All of the  Collateral  is and  will at all  times be owned by each
     Debtor free and clear of all liens and security  interests,  except for (i)
     the security interests granted  hereunder,  (ii) the liens granted in favor
     of the  Subordinated  Lender,  which  shall  at all  times  be  junior  and
     subordinate to the liens created hereunder in favor of the Agent, and (iii)
     Permitted Liens.

          B. The office where each Debtor keeps its books,  records and accounts
     (or copies  thereof)  concerning the  Collateral,  such Debtor's  principal
     place of business and all of Debtor's  other places of business,  locations
     of  Collateral  and post  office  boxes are as set forth in Exhibit A; each
     Debtor  shall  promptly  (but in no event  less  than ten (10)  days  prior
     thereto)  advise Agent in writing of the proposed  opening of any new place
     of business,  the closing of any existing place of business,  any change in
     the  location  of such  Debtor's  books,  records and  accounts  (or copies
     thereof) or the opening or closing of any post office box of such Debtor.

          C. The Collateral,  including,  without limitation,  all equipment, is
     and shall be kept only at the addresses set forth on the first page of this
     Agreement or on Exhibit A, and at other  locations  within the  continental
     United States of which has been advised by each Debtor in writing.  None of
     the  Collateral  will be removed from such  location  without prior written
     notice to Agent.

          D. Each Debtor shall keep the  Collateral  properly  housed and insure
     the  Collateral  at all times against all hazards  reasonably  specified by
     Agent,  including  but not  limited  to fire,  theft and risks  covered  by
     extended coverage insurance. Said policies of insurance shall be reasonably
     satisfactory  to Agent as to form,  amount and insurer.  All policies shall
     provide  for at least  thirty  (30) days prior  written  notice to Agent of
     cancellation or non-renewal  and shall contain an endorsement,  in form and
     substance  acceptable to Agent, showing loss under such policies payable to
     Agent and secondarily payable to the Subordinated  Lender. Agent may act as
     attorney-in-fact  for each Debtor in making,  adjusting  and  settling  any
     claims under any such  insurance  policies with respect to the  Collateral.
     Each Debtor hereby assigns to Agent, for its benefit and for the benefit of
     Lender,  all of such  Debtor's  right,  title and interest to any insurance

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                                       4

     policies  insuring  the  Collateral,  including  all rights to receive  the
     proceeds of  insurance,  and directs all insurers to pay all such  proceeds
     directly to Agent and authorizes Agent to endorse such Debtor's name on any
     instrument for such payment. In addition, each Debtor will maintain at such
     Debtor's  expense,  such public  liability and third party property  damage
     insurance as shall be acceptable  to Agent.  Each such policy shall contain
     an  endorsement  showing  Agent as an  additional  insured  thereunder  and
     providing  that the  insurance  company  shall  give Agent at least 30 days
     prior written  notice before any such policy shall be altered or cancelled.
     Each Debtor shall furnish  certificates,  policies or endorsements to Agent
     as proof of all such insurance  described above,  together with evidence of
     payment of premiums,  and if such Debtor fails to do so, Agent,  upon prior
     notice to such  Debtor,  is  authorized  but not  required  to obtain  such
     insurance at such Debtor's expense.

          E. No Debtor will sell, lease,  transfer,  assign or otherwise dispose
     of any of the Collateral or any interest  therein without the prior written
     consent  of  Agent  in each  instance  or as  otherwise  permitted  in this
     Agreement or the Loan Agreement.

          F.  Each  Debtor  will  notify  Agent of any  destruction  of,  or any
     substantial  damage  to,  any  portion of the  Collateral  material  to the
     operations of such Debtor.

          G. Each  Debtor  will not permit any liens or  security  interests  to
     attach to any of the  Collateral,  except  those  specified  in Section 4.A
     hereof.

          H.  Each  Debtor  will  pay  when  due all  taxes,  license  fees  and
     assessments  relating to the Collateral which, if unpaid, could result in a
     lien on the Collateral, subject to the terms of the Loan Agreement.

          I.  Each  Debtor  shall be  liable  to  Agent  and/or  Lender  for any
     expenditures by Agent and/or Lender for the maintenance and preservation of
     the Collateral,  including but not limited to taxes, levies,  insurance and
     repairs, and for the repossession,  holding,  preparation for sale, and the
     sale  or  other  disposition,   of  the  Collateral  (including  reasonable
     attorneys' and accountants' fees and expenses actually  incurred),  as well
     as all  damages  for breach of  warranty,  misrepresentation,  or breach of
     covenant by such Debtor,  and all such liabilities shall be included in the
     definition of Liabilities herein, shall be secured by the security interest
     granted herein, and shall be payable upon demand.

          J.  Each  Debtor  will  execute  financing  statements  and any  other
     documents  required by Agent (and pay the cost of filing or  recording  the
     same in all public offices  deemed  necessary or desirable by Agent) and do
     such other acts and things as Agent may deem  necessary  in its  reasonable
     discretion, to perfect or maintain the security interest granted herein and
     the priority thereof or to effectuate the purposes of this Agreement.  Each
     Debtor  irrevocably  hereby makes,  constitutes and appoints Agent (and all
     person  designated  by Agent for that  purpose) as such  Debtor's  true and
     lawful  attorney and  agent-in-fact  to execute such financing  statements,
     documents and other  agreements and  instruments and do such other acts and
     things as may be  necessary  to preserve  and perfect  Agent's and Lender's
     security interest in the Collateral.

          K. Each Debtor will upon  reasonable  advance notice (and at all times
     following the occurrence of an Event of Default without notice of any kind)
     allow  Agent or its agents  during  normal  business  hours to examine  and
     inspect the Collateral as well as such Debtor's  books and records,  and to
     make  extracts  and  copies of them,  such  Debtor  shall pay to Agent,  on
     demand, all customary fees and out-of-pocket  expenses incurred by Agent in
     connection with the foregoing.

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                                       5

          L. Each Debtor will keep  Debtor's  equipment  in good  condition  and
     repair, reasonable wear and tear excepted.

          M. Each  Debtor  will  report,  in form  satisfactory  to Agent,  such
     information as Agent may reasonably  request  regarding the Collateral in a
     manner  consistent  with  the  terms of the Loan  Agreement  regarding  the
     Collateral;  such reports  shall be for such  periods,  shall  reflect such
     Debtor's  records as at such time and shall be rendered with such frequency
     as Agent may reasonably designate.  All information heretofore or hereafter
     furnished  by each  Debtor to Agent is or will be true and  correct  in all
     material  respects as of the date with respect to which such information is
     or will be furnished.

          N. Each Debtor's  name is as set forth on the  signature  page of this
     Agreement,  and Debtor  uses no other  tradename  or  division  name in the
     operation of Debtor's  business.  Debtor will give prior notice to Agent of
     any intended  change of Debtor's name, or the use of any tradename or trade
     style, and will notify Agent when such change or use becomes effective.

          O. Each Debtor has the right and power and is duly authorized to enter
     into and perform Debtor's  Liabilities  hereunder,  and Debtor's execution,
     performance  and delivery of this  Agreement does not and will not conflict
     with the provisions of any statute,  regulation,  ordinance or rule of law,
     or with the provisions of any  agreement,  contract or other document which
     may now or hereafter be binding on Debtor.

          P. Each Debtor shall, at the request of Agent, indicate on its records
     concerning the Collateral a notation,  in form  reasonably  satisfactory to
     Agent, of the security  interest of Agent hereunder,  and such Debtor shall
     not maintain  duplicates or copies of such records at any address any other
     than such  Debtor's  principal  place of  business;

     5. EVENTS OF DEFAULT.

     All Liabilities shall become  immediately due and payable without notice or
demand during the continuance of any Event of Default under the Loan Agreement.

     6. RIGHTS AND REMEDIES.

     During the  continuance  of any of the  above-described  Events of Default,
Agent  shall have all rights and  remedies  provided by law,  including  but not
limited to those of a secured party under the Uniform Commercial Code as adopted
in the  Commonwealth  of  Pennsylvania,  in addition to the rights and  remedies
provided  herein.  Agent may require each Debtor to assemble the  Collateral and
make it available to Agent at a place to be designated by Agent and permit Agent
to enter each Debtor's  places of business and conduct a sale of the  Collateral
at such location.  If notice to any Debtor of intended disposition of Collateral
is  required  by  law,  ten  (10)  days  notice  shall   constitute   reasonable
notification.  In the event Agent institutes an action to recover any Collateral
or seeks recovery of any  Collateral by way of  prejudgment  remedy in an action

<PAGE>
                                       6

against  any  Debtor,  each  Debtor  waives the  posting of any bond which might
otherwise be required.  All Agent's  rights and remedies shall be cumulative and
none are exclusive.  While an Event of Default is continuing,  all payments made
by or on  behalf  of any  Debtor  and all  credits  due any  Debtor  under  this
Agreement  and under any other  agreement  between  any Debtor and Agent  and/or
Lender may be applied to the  Obligations  in whatever  order and amounts  Agent
chooses.

     7. FEES, COSTS AND CHARGES.

     Each  Debtor  shall  be  obligated  to  reimburse  Agent,  as  part  of the
Liabilities,  for all fees,  costs or charges of any kind  actually  incurred by
Agent in  connection  with the Guaranty and this  Agreement,  including  without
limitation, any reasonable fees, costs or charges incurred by Agent in enforcing
its rights and remedies under the Guaranty and this Agreement.

     8. MISCELLANEOUS.

          A.  Any  failure  or  delay  by Agent  or  Lender  to  require  strict
     performance by any Debtor of any of the provisions,  warranties,  terms and
     conditions  contained  herein,  in the Guaranty or in any other  agreement,
     document  or  instrument,  shall not affect  Agent's or  Lender's  right to
     demand strict compliance and performance  therewith,  and any waiver of any
     Event of  Default  shall not waive or affect  any other  Event of  Default,
     whether  prior  or  subsequent  thereto,  and  whether  of the same or of a
     different type. None of the  warranties,  conditions,  provisions and terms
     contained herein, or in the Guaranty or in any other agreement, document or
     instrument  shall be deemed to have been waived by any act or  knowledge of
     Agent or Lender, their agents,  officers or employees,  other than pursuant
     to an  instrument  in  writing,  signed by an  officer  of Agent or Lender,
     directed to Debtors and specifying such waiver.

          B. Any notice under this  Agreement  shall be addressed to the parties
     at their respective addresses set below, or to such other address as either
     party designates to the other in the manner herein described.

          C. In the  event  that any  provision  hereof  shall be  deemed  to be
     invalid by any court,  such  invalidity  shall not affect the  remainder of
     this Agreement.

          D. This  Agreement  shall be binding  upon and for the  benefit of the
     parties hereto and their respective successors and assigns.

          E. THE VALIDITY,  INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL BE
     GOVERNED  BY THE LAWS OF THE  COMMONWEALTH  OF  PENNSYLVANIA.  EACH  DEBTOR
     HEREBY CONSENTS TO THE  JURISDICTION OF ALL COURTS IN PHILADELPHIA  COUNTY,
     PENNSYLVANIA.

          F. EACH DEBTOR HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION
     OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,  ANY
     OF THE OTHER  AGREEMENTS,  THE  LIABILITIES,  THE  COLLATERAL,  ANY ALLEGED
     TORTIOUS CONDUCT BY DEBTOR,  AGENT OR LENDER OR WHICH, IN ANY WAY, DIRECTLY
     OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN DEBTOR,
     AGENT OR LENDER. IN NO EVENT SHALL SECURED PARTY BE LIABLE FOR LOST PROFITS
     OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

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                                       7

          G. EACH DEBTOR  HEREBY  WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY
     KIND  PRIOR TO THE  EXERCISE  BY  AGENT  OF ITS  RIGHTS  TO  REPOSSESS  THE
     COLLATERAL OF DEBTOR WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY
     UPON SUCH  COLLATERAL  WITHOUT PRIOR NOTICE OR HEARING  (EXCEPT FOR NOTICES
     REQUIRED BY LAW).

     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement on this ____ day of June 2002.

LASALLE BUSINESS CREDIT, INC., as
Agent

By  _______________________________________


Address:      1735 Market Street
              Philadelphia, Pennsylvania  19103


MEDICATION MANAGEMENT TECHNOLOGIES, INC.   CLEARWATER MEDICAL SERVICE, INC.


By:  ___________________________           By:  ___________________________
Name/Title:  _____________________          Name/Title:  _____________________

MEDICAL TECHNOLOGY LABORATORIES, INC.       MEDICATION MANAGEMENT SYSTEMS, INC.


By:  ___________________________           By:  ___________________________
Name/Title:  _____________________         Name/Title:  _____________________

SYSTEMS PROFESSIONALS, INC.                CART-WARE, INC.


By:  ___________________________           By:  ___________________________
Name/Title:  _____________________         Name/Title:  _____________________

VANGARD PHARMACEUTICAL                     LIFESERV TECHNOLOGIES, INC.
PACKAGING, INC.

By:  ___________________________           By:  ___________________________
Name/Title:  _____________________         Name/Title:  _____________________


<PAGE>
                                       8

PERFORMANCE PHARMACY SYSTEMS, INC.         MTS SALES & MARKETING, INC.


By:  ___________________________           By:  ___________________________
Name/Title:  _____________________         Name/Title:  _____________________



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                                    EXHIBIT A

                                    Locations



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</DOCUMENT>
