MEDICAL TECHNOLOGY SYSTEMS INC /DE/
MATERIAL CONTRACTS
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<TYPE>EX-10
<SEQUENCE>24
<FILENAME>etagalongjade.txt
<DESCRIPTION>MATERIAL CONTRACTS
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                               TAG-ALONG AGREEMENT

     This TAG-ALONG  AGREEMENT (this "Agreement") is entered into as of June 26,
2002, by and among Medical Technology Systems, Inc., a Delaware corporation (the
"Company"),   Eureka  I,  L.P.   (the   "Purchaser")   and  JADE  Partners  (the
"Stockholder").

                                    RECITALS

     WHEREAS,  on this date the Company is issuing  2,000 shares of its Series A
Convertible  Participating  Preferred  Stock to the  Purchaser  and  Warrants to
purchase  566,517 Shares of Common Stock of the Company pursuant to a Securities
Purchase Agreement of even date herewith (the "Purchase Agreement");

     WHEREAS,  one of the  conditions to the  investment by the Purchaser is the
execution of this Agreement  providing for certain  restrictions and obligations
with respect to capital stock of the Company held by the Stockholder.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises set forth in this Agreement and in the Purchase Agreement,  the parties
hereto, intending to be legally bound, agree as follows:

SECTION 1. STOCK RESTRICTION PROVISIONS.

     1.1 Right of Participation in Sales.

          (a) Co-Sale Right. If at any time the  Stockholder  desires to sell or
     otherwise  dispose  of  all or any of  the  capital  stock  of the  Company
     beneficially   owned  by  it  to  any  person  or  entity  (the   "Proposed
     Transferee"),  the Purchaser  shall have the right to  participate  in such
     disposition,  to the  extent of its Pro Rata  Portion at the same price and
     upon the same terms and  conditions as involved in such  disposition by the
     Stockholder, and the Stockholder shall make effective arrangements for such
     participation  (which shall be a condition to any sale by the Stockholder).
     The  Stockholder  shall  provide at least  twenty  (20) days prior  written
     notice  of  such  sale  (the  "Co-Sale  Notice")  to the  Company  and  the
     Purchaser.

          (b) Pro Rata Portion.  For purposes of subsection (a), the Purchaser's
     "Pro Rata Portion" means the result  obtained by multiplying  the number of
     shares of Common  Stock held by the  Purchaser  by a fraction  of which the
     numerator  is the  number  of shares of  Common  Stock  disposed  of by the
     Stockholder to the Proposed Transferee, and of which the denominator is the
     number of shares of Common Stock held by the Stockholder immediately before
     such  disposition.  For this purpose,  (1) "Common Stock" means all capital
     stock  of  the  Company,  however  designated,  that  participates  in  any
     liquidation  or  dissolution  of the Company  without limit as to per-share
     amount;  (2) any sale of  securities  or other rights that are  convertible
     into,  exercisable  for or  exchangeable  for  Common  Stock  ("Convertible
     Securities") shall be treated as a sale of the underlying Common Stock; and
     (3) the Pro Rata Portion  shall be calculated  on the  assumption  that all
     Convertible  Securities held by the Stockholder or the Purchaser shall have
     been converted, exercised or exchanged.

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          (c) Notice of Intent to  Participate.  If the  Purchaser  wishes to so
     participate  in any sale  under  this  Section  1.1,  it shall  notify  the
     Stockholder of such  intention  within fifteen (15) days after the date the
     Co-Sale Notice is received.

          (d) Exception.  This Section shall not apply to any disposition by the
     Stockholder  of shares of Common  Stock  which,  when  aggregated  with all
     shares  of  Common  Stock  disposed  of by the  Stockholder  and all  Other
     Stockholders during the calendar month in which the disposition in question
     occurs and the preceding  eleven  calendar  months,  does not exceed 70,000
     shares of Common Stock.  "Other  Stockholder" means each stockholder of the
     Company who is, at the time of the  disposition  in  question,  party to an
     agreement with the Purchaser similar to this Agreement.

          (e) Family Transfers.  This Section shall not apply to any disposition
     without consideration to any member of the Siegel Family (as defined in the
     Purchase Agreement), but the Stockholder will not make any such disposition
     unless the transferee and the Company execute and deliver an agreement with
     the Purchaser identical to this Agreement. Any disposition made pursuant to
     this subsection will be disregarded for purposes of subsection (d).

     1.2  Put  Right.  In  the  event  of  any  sale,  transfer,  assignment  or
disposition  of  any  capital  stock  by the  Stockholder  in  violation  of any
provision of Section 1.1 of this Agreement,  the Purchaser shall have the right,
in addition to all other rights for breach of this Agreement,  to elect to cause
such  Stockholder  to  purchase,  and such  Stockholder  shall be  obligated  to
purchase,  from the  Purchaser  and at the same  price per share and on the same
terms and conditions as involved in such  disposition by such  Stockholder,  the
number of shares of Common Stock that the  Purchaser  was entitled to sell under
Section 1.1.

SECTION 2. MISCELLANEOUS.

     2.1 Duration of Agreement.  Except as otherwise provided herein, the rights
and  obligations of the Company,  the Purchaser and the  Stockholder  under this
Agreement shall terminate June 26, 2012.

     2.2  Legend.   Each  certificate   representing  shares  of  capital  stock
beneficially  owned by the Stockholder  shall bear a legend in substantially the
following  form,  until such time as the shares of  capital  stock,  represented
thereby are no longer subject to the provisions hereof:

               "The sale,  transfer or assignment of the securities  represented
               by this  certificate are subject to the terms and conditions of a
               certain Tag-along Agreement dated as of June 26, 2002, as amended
               from time to time,  among the Company and certain  holders of its
               outstanding capital stock. Copies of such Tag-along Agreement may
               be obtained at no cost by written  request  made by the holder of
               record of this certificate to the Secretary of the Company."

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                                       3

     2.3 Governing Law. This Agreement  shall be governed in all respects by the
laws of Delaware.

     2.4 Injunctive  Relief.  It is  acknowledged  that it will be impossible to
measure the  damages  that would be suffered by a party if any other party fails
to comply with the  provisions  of this  Agreement  and that in the event of any
such failure,  the  non-defaulting  parties will not have an adequate  remedy at
law. The non-defaulting parties shall, therefore, be entitled to obtain specific
performance  of the  defaulting  party's  obligations  hereunder  and to  obtain
immediate  injunctive relief. The defaulting party shall not argue, as a defense
to any proceeding for such specific  performance or injunctive relief,  that the
non-defaulting parties have an adequate remedy at law.

     2.5 Successors and Assigns.  Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors, assigns, heirs, executors and administrators of the parties hereto.

     2.6 Entire Agreement.  This Agreement, the Purchase Agreement and the other
documents   delivered   pursuant   thereto   constitute   the  full  and  entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof  and no party  shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.

     2.7 Severability.  In case any provision of the Agreement shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     2.8  Amendment and Waiver.  Except as otherwise  expressly  provided,  this
Agreement may be amended or modified only upon the mutual written consent of all
the parties hereto.

     2.9 Delays or Omissions. It is agreed that no delay or omission to exercise
any right,  power or remedy  accruing to any party upon any  breach,  default or
noncompliance  of any other party  under this  Agreement  shall  impair any such
right,  power or remedy,  nor shall it be  construed to be a waiver of or in any
such breach, default or noncompliance,  or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver,  permit, consent or approval of any kind or character on
the  part of any  party of any  breach,  default  or  noncompliance  under  this
Agreement or any waiver on the part of any party of any provisions or conditions
of this  Agreement  must be in writing and shall be effective only to the extent
specifically set forth in such writing.

     2.10 Notices and Consents.  All notices and consents  required or permitted
hereunder shall be in writing and shall be deemed  effectively  given:  (a) upon
personal delivery to the party to be notified;  (b) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient; if not, then
on the next business day; (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally  recognized  overnight courier,  specifying next
day delivery,  with written verification of receipt. All communications shall be
sent to each party at the address set forth on the signature  pages hereof or at
such other address as any party may  designate by ten (10) days advance  written
notice to the other parties hereto.

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     2.11  Attorneys'  Fees.  In the event that any dispute among the parties to
this Agreement should result in litigation, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees,  costs and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement,  including without  limitation,  such reasonable fees and expenses of
attorneys  and  accountants  actually  incurred,  which shall  include,  without
limitation, all fees, costs and expenses of appeals.

     2.12 Titles and  Subtitles.  The titles of the sections and  subsections of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.

     2.13  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     2.14 Pronouns.  All pronouns contained herein, and any variations  thereof,
shall be deemed to refer to the  masculine,  feminine  or  neutral,  singular or
plural, as to the identity of the parties hereto may require.

     2.15 Further  Assurances.  From and after the date of this Agreement,  upon
the request of the Purchaser or the Company,  the Company,  the  Stockholder and
the Purchaser  shall execute and deliver such  instruments,  documents and other
writings as may be  reasonably  necessary  or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.

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                                       6

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth in the first paragraph hereof.


Address:                           MEDICAL TECHNOLOGY SYSTEMS, INC.

12920 Automobile Boulevard
Clearwater, FL  33762
                                   By: ________________________________________
                                       Name:
                                       Title:



Address:                           EUREKA I, L.P.

770 Township Line, Suite 150       By: EUREKA MANAGEMENT, L.P.,
Yardley, Pennsylvania 19067            its sole general partner

                                   By: BERWIND CAPITAL PARTNERS, LLC,
                                       its sole general partner

                                   By:  _______________________________________
                                        Christine C. Jones,
                                        President


                       [SIGNATURES CONTINUED ON NEXT PAGE]


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Address:                           JADE Partners, a Florida general partnership

12920 Automobile Boulevard
Clearwater, FL  33762
                                   By: ________________________________________
                                       Todd E. Siegel, Managing Partner







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