MEDICAL TECHNOLOGY SYSTEMS INC /DE/
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>elstermb.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


                                   TERM NOTE B

Executed as of the                                         Amount $2,000,000.00
26th day of June, 2002
and delivered in Philadelphia, PA.

     FOR VALUE  RECEIVED AND  INTENDING  TO BE LEGALLY  BOUND,  the  Undersigned
(jointly  and  severally,  if more  than  one)  promises  to pay to the order of
STANDARD  FEDERAL BANK  NATIONAL  ASSOCIATION  (hereinafter,  together  with any
holder hereof, called "Lender"), at the main office of the Agent (as hereinafter
defined),  the  principal  sum  of  Two  Million  Dollars  ($2,000,000.00).  The
Undersigned  (jointly and severally,  if more than one) further  promises to pay
interest  on the  outstanding  principal  amount  hereof on the dates and at the
rates  provided in the Loan Agreement from the date hereof until payment in full
hereof.

     This Note is referred to in and was delivered pursuant to that certain Loan
and Security Agreement of even date herewith among LaSalle Business Credit, Inc.
("Agent"),  Lender,  the Undersigned and the Guarantors named therein (as it may
be amended  from time to time,  together  with all exhibits  thereto,  the "Loan
Agreement"),  and evidences the Undersigneds' obligations in respect of the Term
Loan B. All terms which are capitalized and used herein (which are not otherwise
defined  herein)  shall  have the  meaning  ascribed  to such  terms in the Loan
Agreement.

     Principal  hereunder and interest  thereon shall be payable pursuant to the
terms of the Loan Agreement.

     The Undersigned (and each one of them, if more than one) hereby  authorizes
the Agent to charge any  account of the  Undersigned  (and each one of them,  if
more than one) for all sums due hereunder.  If payment hereunder becomes due and
payable  on a  Saturday,  Sunday or legal  holiday  under the laws of the United
States  or the  Commonwealth  of  Pennsylvania,  the due date  thereof  shall be
extended to the next  succeeding  Business  Day, and  interest  shall be payable
thereon at the rate specified  during such extension.  Credit shall be given for
payments made in the manner and at the times provided in the Loan Agreement.  It
is the intent of the parties that the rates of interest and other charges to the
Undersigned  under this Note shall be lawful;  therefore,  if for any reason the
interest or other  charges  payable  hereunder are found by a court of competent
jurisdiction,  in a final  determination,  to exceed the limit which  Lender may
lawfully  charge the  Undersigned,  then the obligation to pay interest or other
charges  shall  automatically  be reduced  to such  limit and,  if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the Undersigned.

     The Undersigned (and each one of them, if more than one) waives the benefit
of any law that would otherwise  restrict or limit Lender in the exercise of its
right, which is hereby acknowledged, to set-off against the Liabilities, without
notice and at any time hereafter,  any  indebtedness  matured or unmatured owing
from Lender or Agent to the  Undersigned  (or any one of them).  The Undersigned
(and each one of them, if more than one) waives every  counterclaim  (other than
those that are not permitted to be brought in separate  actions) or setoff which

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                                       2

the  Undersigned  (or any one of them) may now have or hereafter may have to any
action by Agent  and/or  Lender in  enforcing  this Note and/or any of the other
Liabilities,  or in enforcing  Agent's and/or  Lender's rights in the Collateral
and ratifies  and confirms  Agent  and/or  whatever  Agent and/or  Lender may do
pursuant to the terms hereof and of the Loan  Agreement  and with respect to the
Collateral  and agrees  that  neither  Agent nor Lender  shall be liable for any
error in judgment or mistakes  of fact or law,  except for gross  negligence  or
willful misconduct.

     The Undersigned, any other party liable with respect to the Liabilities and
any and all endorsers and accommodation  parties,  and each one of them, if more
than one, waive any and all presentment,  demand,  notice of dishonor,  protest,
and all other notices and demands in connection  with the enforcement of Agent's
and Lender's rights hereunder.

     The loans evidenced  hereby have been made and this Note has been delivered
at Philadelphia, Pennsylvania. THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE
INTERNAL  LAWS  OF  THE  COMMONWEALTH  OF  PENNSYLVANIA  AS  TO  INTERPRETATION,
ENFORCEMENT,   VALIDITY,  CONSTRUCTION,  EFFECT,  AND  IN  ALL  OTHER  RESPECTS,
INCLUDING  WITHOUT  LIMITATION,  THE  LEGALITY OF THE  INTEREST  RATES AND OTHER
CHARGES,  and shall be binding upon the  Undersigned  (and each one of them,  if
more than  one) and the  Undersigned's  legal  representatives,  successors  and
assigns.  If this Note contains any blanks when executed by the  Undersigned (or
any one of them,  if more than one),  the Agent or Lender is hereby  authorized,
without  notice  to the  Undersigned  (or any one of them,  if more than one) to
complete  any such  blanks  according  to the terms upon which the loan or loans
were  granted.   Wherever  possible,  each  provision  of  this  Note  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Note shall be  prohibited  by or be invalid  under
such law, such provision shall be severable, and be ineffective to the extent of
such prohibition or invalidity, without invalidating the remaining provisions of
this  Note.  If  more  than  one  party  shall  execute  this  Note,   the  term
"Undersigned"  as used herein shall mean all parties signing this Note, and each
one of them,  and all such  parties,  their  respective  legal  representatives,
successors and assigns, shall be jointly and severally obligated hereunder.

     To  induce  the  Lender  to make  the  loan  evidenced  by this  Note,  the
Undersigned  (and each one of them,  if more than  one) (i)  irrevocably  agrees
that, subject to Agent's and/or Lender's sole and absolute election, all actions
arising directly or indirectly as a result or in consequence of this Note or any
other  agreement  with the  Agent,  or the  Collateral,  may be  instituted  and
litigated in courts having situs in the City of Philadelphia, Pennsylvania; (ii)
hereby consents to the exclusive  jurisdiction and venue of any State or Federal
Court located and having its situs in said city;  and (iii) waives any objection
based on forum  non-conveniens.  IN ADDITION,  LENDER, AGENT AND THE UNDERSIGNED
(OR ANY ONE OF THEM,  IF MORE THAN ONE) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION
OR  PROCEEDING  WHICH  PERTAINS   DIRECTLY  OR  INDIRECTLY  TO  THIS  NOTE,  THE
LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY THE UNDERSIGNED (OR
ANY ONE OF  THEM,  IF MORE  THAN  ONE) OR  LENDER  OR AGENT OR WHICH IN ANY WAY,
DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN THE
UNDERSIGNED,  ON THE ONE HAND (OR ANY ONE OF THEM, IF MORE THAN ONE), AND LENDER
OR AGENT ON THE OTHER. In addition,  the Undersigned  agrees that all service of
process shall be made as provided in the Loan Agreement.

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                                       3

     As used herein,  all  provisions  shall  include the  masculine,  feminine,
neuter, singular and plural thereof, wherever the context and facts require such
construction and in particular the word "Undersigned" shall be so construed.


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                                       4

     IN WITNESS  WHEREOF,  the  Undersigned  has executed  this Note on the date
above set forth.

                                        MEDICAL TECHNOLOGY SYSTEMS, INC.

                                        By:  ________________________________

                                        Name/Title:  ________________________

                                        Address:
                                        _____________________________________
                                        _____________________________________
                                        _____________________________________


                                        MTS PACKAGING SYSTEMS, INC.

                                        By:  ________________________________

                                        Name/Title:  ________________________

                                        Address:
                                        _____________________________________
                                        _____________________________________
                                        _____________________________________



_______________________________________________________________________________


FOR LENDER USE ONLY

Officer's Initials:  __________
Approval: __________



</TEXT>
</DOCUMENT>
