CONTINUING UNCONDITIONAL GUARANTY


     WHEREAS,  MEDICAL TECHNOLOGY SYSTEMS,  INC. and MTS PACKAGING SYSTEMS, INC.
(collectively,  the "Borrowers" and each a "Borrower")  have entered into a Loan
and Security  Agreement  dated of even date  herewith  (as amended,  restated or
otherwise  modified  from  time to time,  the  "Loan  Agreement")  with  LASALLE
BUSINESS  CREDIT,  INC., as Agent  ("Agent"),  STANDARD  FEDERAL BANK,  NATIONAL
ASSOCIATION,  as  Lender  ("Lender")  and  the  Guarantors  named  therein  (the
"Guarantors")  pursuant  to which Agent and Lender have made or may from time to
time   hereafter,   make  loans  and  advances  to  or  extend  other  financial
accommodations to the Borrowers;

     WHEREAS, the undersigned Guarantors are desirous of having Agent and Lender
extend and/or  continue such loans and other  extensions of credit to Borrowers,
and Agent has required that each Guarantor  execute and deliver this Guaranty to
Agent as a condition to the extension and continuation of such credit; and

     WHEREAS,  the extension and/or continued extension of credit, as aforesaid,
is  necessary  and  desirable  to the conduct and  operation  of the business of
Borrowers and will inure to the financial benefit of each Guarantor;

     NOW,  THEREFORE,  for  value  received  and in  consideration  of any loan,
advance, or financial  accommodation of any kind whatsoever  heretofore,  now or
hereafter  made,  given or  granted  to the  Borrowers  by Agent  and/or  Lender
(including, without limitation, the Loans, as defined in, and made or to be made
by Agent and/or Lender to the Borrowers  pursuant to, the Loan Agreement),  each
of the undersigned Guarantors unconditionally guaranties (i) the full and prompt
payment when due,  whether at maturity or earlier,  by reason of acceleration or
otherwise, and at all times thereafter, of all of the indebtedness,  liabilities
and obligations of every kind and nature of the Borrowers to Agent and/or Lender
or any parent, affiliate or subsidiary of Agent and/or Lender (the terms "Agent"
and "Lender" as used  hereafter  shall  include  such  parents,  affiliates  and
subsidiaries),  howsoever  created,  arising  or  evidenced,  whether  direct or
indirect,  absolute or contingent,  joint or several, now or hereafter existing,
or due or to become due, and howsoever  owned,  held or acquired by Agent and/or
Lender,  whether  through  discount,  overdraft,  purchase,  direct  loan  or as
collateral  or otherwise,  including  without  limitation  all  obligations  and
liabilities of the Borrowers to Agent and/or Lender under the Loan Agreement and
(ii) the prompt,  full and  faithful  discharge  by  Borrowers of each and every
term, condition, agreement, representation and warranty now or hereafter made by
each Borrower to Agent and/or  Lender (all such  indebtedness,  liabilities  and
obligations being hereinafter referred to as the "Borrowers' Liabilities"). Each
Guarantor  further  agrees  to pay all costs and  expenses,  including,  without
limitation,  all court costs and reasonable attorneys' and paralegals' fees paid
or incurred by Agent and/or Lender in  endeavoring to collect all or any part of
Borrowers' Liabilities from, or in prosecuting any action against,  Guarantor or
any other  guarantor of all or any part of Borrowers'  Liabilities.  All amounts
payable by the  Guarantors  under this Guaranty  shall be payable upon demand by
Agent. This Guaranty and all documents  executed by any Guarantor or Borrower in
connection with Borrowers'  Liabilities shall be referred to collectively herein
as the "Loan Documents". All capitalized terms used herein and not defined shall
have the meanings assigned such terms in the Loan Agreement.


                                       2

     Notwithstanding  any  provision  of this  Guaranty to the  contrary,  it is
intended that this  Guaranty,  and any liens and security  interests  granted by
Guarantor to secure this Guaranty, not constitute a "Fraudulent  Conveyance" (as
defined below).  Consequently,  each Guarantor agrees that if this Guaranty,  or
any liens or security  interests  securing  this  Guaranty,  would,  but for the
application of this sentence, constitute a Fraudulent Conveyance with respect to
such Guarantor,  this Guaranty with respect to such Guarantor and each such lien
and security  interest  granted by such Guarantor shall be valid and enforceable
only to the maximum  extent  that would not cause this  Guaranty or such lien or
security  interest to  constitute a Fraudulent  Conveyance  with respect to such
Guarantor,  and this Guaranty shall automatically be deemed to have been amended
accordingly at all relevant times. For purposes hereof,  "Fraudulent Conveyance"
means a fraudulent  conveyance  under Section 548 of the  "Bankruptcy  Code" (as
hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the
provisions of any applicable fraudulent conveyance or fraudulent transfer law or
similar law of any state,  nation or other  governmental unit, as in effect from
time to time.

     Each  Guarantor  hereby agrees that,  except as hereinafter  provided,  its
obligations under this Guaranty shall be unconditional,  irrespective of (i) the
validity or enforceability of Borrowers'  Liabilities or any part thereof, or of
any promissory  note or other document  evidencing all or any part of Borrowers'
Liabilities,  (ii) the absence of any attempt to collect Borrowers'  Liabilities
from either Borrower or any other Guarantor or other action to enforce the same,
(iii) the waiver or consent by Agent or Lender with respect to any  provision of
any instrument  evidencing Borrowers'  Liabilities,  or any part thereof, or any
other  agreement  heretofore,  now or hereafter  executed by either Borrower and
delivered to Agent or Lender,  (iv) failure by Agent or Lender to take any steps
to perfect and maintain its security  interest in, or to preserve its rights to,
any security or collateral for Borrowers'  Liabilities,  (v) the  institution of
any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C.
ss.101 et seq.), as amended (the "Bankruptcy  Code"), or any similar proceeding,
by or against  either  Borrower,  or Agent's or  Lender's  election  in any such
proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi)
any  borrowing  or  grant  of  a  security   interest  by  either   Borrower  as
debtor-in-possession,  under  Section  364 of the  Bankruptcy  Code,  (vii)  the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
Agent's or Lender's claim(s) for repayment of Borrowers' Liabilities,  or (viii)
any other  circumstance  which might  otherwise  constitute a legal or equitable
discharge or defense of a guarantor.

     Each Guarantor  hereby waives  diligence,  presentment,  demand of payment,
filing of claims  with a court in the event of  receivership  or  bankruptcy  of
either  Borrower,  protest or notice with respect to Borrowers'  Liabilities and
all demands whatsoever, and covenants that this Guaranty will not be discharged,
except by complete  performance of the  obligations  and  liabilities  contained


                                       3

herein. Upon the occurrence, and during the continuation of any Default or Event
of Default by either Borrower under any of the Loan Documents, Agent may, at its
sole election, proceed directly and at once, without notice (except as expressly
provided in the Loan Agreement or the Other Agreements),  against each Guarantor
to collect and recover the full amount or any portion of Borrowers' Liabilities,
without first proceeding against either Borrower,  or any other person, firm, or
corporation, or against any security or collateral for Borrowers' Liabilities.

     Agent is hereby authorized,  without notice or demand and without affecting
the liability of any Guarantor  hereunder,  to at any time and from time to time
(i) renew,  extend,  accelerate or otherwise  change the time for payment of, or
other terms relating to, Borrowers'  Liabilities or otherwise  modify,  amend or
change  the  terms  of any  promissory  note or  other  agreement,  document  or
instrument now or hereafter  executed by either  Borrower and delivered to Agent
or Lender;  (ii) accept partial payments on Borrowers'  Liabilities;  (iii) take
and hold  security  or  collateral  for the  payment of  Borrowers'  Liabilities
guaranteed  hereby,  or for the payment of this Guaranty,  or for the payment of
any other  guaranties of Borrowers'  Liabilities or other  liabilities of either
Borrower,  and  exchange,  enforce,  waive  and  release  any such  security  or
collateral;  (iv)  apply such  security  or  collateral  and direct the order or
manner of sale  thereof  as in its sole  discretion  it may  determine;  and (v)
settle,   release,   compromise,   collect  or  otherwise  liquidate  Borrowers'
Liabilities  and any  security or  collateral  therefor  in any manner,  without
affecting or impairing the obligations of any Guarantor  hereunder.  Agent shall
have the exclusive  right to determine the time and manner of application of any
payments or credits,  whether received from either Borrower or any other source,
and such determination shall be binding on each Guarantor. All such payments and
credits may be applied,  reversed and reapplied,  in whole or in part, to any of
Borrowers'  Liabilities as Agent shall determine in its sole discretion  without
affecting the validity or enforceability of this Guaranty.

     To secure the payment and performance of each  Guarantors'  obligations and
liabilities  contained  herein,  each Guarantor grants to Agent, for its benefit
and/or  the  benefit  of Lender a  security  interest  in all  property  of each
Guarantor  delivered  concurrently  herewith  or  which  is now,  or at any time
hereafter  in transit to, or in the  possession,  custody or control of Agent or
Lender  or any  affiliate  of  Agent or  Lender,  and all  proceeds  of all such
property. Each Guarantor agrees that Agent shall have the rights and remedies of
a secured  party  under  the  Uniform  Commercial  Code of the  Commonwealth  of
Pennsylvania,  as now existing or hereafter amended,  with respect to all of the
aforesaid property,  including without limitation thereof,  the right to sell or
otherwise  dispose of any or all of such property and apply the proceeds of such
sale to the payment of Borrowers'  Liabilities.  In addition,  at any time after
maturity of Borrowers' Liabilities by reason of acceleration or otherwise, Agent
may, in its sole  discretion,  without notice to any Guarantor and regardless of
the acceptance of any security or collateral for the payment hereof, appropriate
and apply toward the payment of Borrowers'  Liabilities (i) any indebtedness due
or to become due from Agent and/or Lender to any Guarantor, and (ii) any moneys,
credits or other  property  belonging to any  Guarantor,  at any time held by or
coming  into the  possession  of Agent  and/or  Lender  whether  for  deposit or
otherwise.


                                       4

     Each Guarantor hereby assumes responsibility for keeping itself informed of
the financial condition of each Borrower, and any and all endorsers and/or other
guarantors  of  any  instrument  or  document  evidencing  all or  any  part  of
Borrowers'  Liabilities and of all other circumstances  bearing upon the risk of
nonpayment of Borrowers'  Liabilities or any part thereof that diligent  inquiry
would reveal and each  Guarantor  hereby  agrees that  neither  Agent nor Lender
shall have any duty to advise Guarantor of information  known to Agent or Lender
regarding  such  condition  or  any  such  circumstances  or  to  undertake  any
investigation not a part of its regular business routine. If Agent or Lender, in
its sole discretion,  undertakes at any time or from time to time to provide any
such  information to any  Guarantor,  such party shall be under no obligation to
update any such  information or to provide any such  information to Guarantor on
any subsequent occasion.

     Each Guarantor  consents and agrees that Agent shall be under no obligation
to marshal any assets in favor of  Guarantor  or against or in payment of any or
all of Borrowers' Liabilities. Each Guarantor further agrees that, to the extent
that either Borrower makes a payment or payments to Agent, or Agent receives any
proceeds  of  collateral,  which  payment or  payments  or any part  thereof are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or required to be repaid to such Borrower, its estate, trustee,  receiver or
any other party, including, without limitation,  Guarantor, under any bankruptcy
law, state or federal law, common law or equitable theory, then to the extent of
such payment or repayment,  Borrowers' Liabilities or the part thereof which has
been paid,  reduced or  satisfied by such amount,  and  Guarantor's  obligations
hereunder  with  respect to such  portion of  Borrowers'  Liabilities,  shall be
reinstated  and  continued  in full force and effect as of the date such initial
payment, reduction or satisfaction occurred.

     Each Guarantor  agrees that any and all claims of Guarantor  against either
Borrower,  any endorser or any other  guarantor of all or any part of Borrowers'
Liabilities, or against any of either Borrower's properties,  whether arising by
reason of any payment by Guarantor to Agent pursuant to the  provisions  hereof,
or otherwise,  shall be subordinate and subject in right of payment to the prior
payment, in full, of all of Borrowers' Liabilities.

     Agent may, without notice to anyone, sell or assign Borrowers'  Liabilities
or any part thereof, or grant participations therein, and in any such event each
and every  immediate or remote  assignee or holder of, or participant in, all or
any of Borrowers'  Liabilities shall have the right to enforce this Guaranty, by
suit or otherwise for the benefit of such assignee,  holder, or participant,  as
fully as if herein by name  specifically  given such right, but Agent shall have
an unimpaired right, prior and superior to that of any such assignee,  holder or
participant,  to enforce this Guaranty for the benefit of Agent,  as to any part
of Borrowers' Liabilities retained by Agent.


                                       5

     This Guaranty  shall be binding upon each Guarantor and upon the successors
(including without limitation,  any receiver, trustee or debtor in possession of
or for any  Guarantor) of each Guarantor and shall inure to the benefit of Agent
and Lender and their successors and assigns. If there is more than one signatory
hereto,  all  references  to  Guarantor  herein  shall  include  each and  every
Guarantor  and each and every  obligation  of Guarantor  hereunder  shall be the
joint  and  several  obligation  of each  Guarantor.  Each  Guarantor  that is a
corporation  or a  partnership  hereby  represents  and warrants that it has all
necessary corporate or partnership authority, as the case may be, to execute and
deliver this Guaranty and to perform its obligations hereunder.

     This  Guaranty  shall  continue in full force and effect,  and Agent and/or
Lender  shall be  entitled  to make  loans and  advances  and  extend  financial
accommodations  to either  Borrower on the faith hereof until such time as Agent
has, in writing, notified each Guarantor that all of Borrowers' Liabilities have
been paid in full and discharged  and the Loan Agreement has been  terminated or
until Agent has  actually  received  written  notice from any  Guarantor  of the
discontinuance  of this Guaranty as to that Guarantor,  or written notice of the
dissolution of any Guarantor.  In case of any  discontinuance by, or dissolution
of, any Guarantor  (collectively,  a "Termination Event"), this Guaranty and the
obligations of such Guarantor and its successors or assigns shall remain in full
force and effect with respect to all of Borrowers' Liabilities incurred prior to
the receipt by Agent of written notice of the Termination  Event. The occurrence
of a Termination  Event with respect to one Guarantor shall not affect or impair
the obligations of any other Guarantor hereunder.

     Wherever  possible each  provision of this Guaranty shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Guaranty  shall be  prohibited  by or invalid under such law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.

     THIS GUARANTY  SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA.

     Each  Guarantor  irrevocably  agrees  that,  subject  to  Agent's  sole and
absolute  election,  ALL ACTIONS OR PROCEEDINGS  IN ANY WAY,  MANNER OR RESPECT,
ARISING OUT OF OR FROM OR RELATED TO THIS  GUARANTY  MAY BE  LITIGATED IN COURTS
HAVING SITUS WITHIN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA. EACH
GUARANTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURTS LOCATED  WITHIN SAID CITY AND STATE.  Each Guarantor  agrees that
all  service of process  may be made upon such  Guarantor  by mail or  messenger
directed to such Guarantor at the address provided on the signature pages to the
Loan Agreement.  EACH GUARANTOR  HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER
OR CHANGE THE VENUE OF ANY  LITIGATION  BROUGHT  AGAINST  GUARANTOR BY LENDER IN
ACCORDANCE WITH THIS PARAGRAPH.


                                       6

     EACH  GUARANTOR  HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS GUARANTY.

     EACH  GUARANTOR  HEREBY   AUTHORIZES  AND  EMPOWERS  ANY  ATTORNEY  OR  THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY
OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT BY CONFESSION,  TO APPEAR
FOR GUARANTOR AT ANY TIME AFTER THE OCCURRENCE AND DURING THE  CONTINUANCE OF AN
EVENT OF DEFAULT UNDER THE LOAN  AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN
ANY ACTION BROUGHT  AGAINST SUCH GUARANTOR ON THIS GUARANTY AT THE SUIT OF AGENT
AND/OR LENDER WITH OR WITHOUT  COMPLAINT OR DECLARATION  FILED,  WITHOUT STAY OF
EXECUTION,  AS OF ANY TERM OR TIME,  AND  THEREIN TO  CONFESS OR ENTER  JUDGMENT
AGAINST SUCH GUARANTOR FOR THE ENTIRE UNPAID AMOUNT OF THE  LIABILITIES  AND ALL
ARREARAGES OF INTEREST  THEREON,  TOGETHER WITH ALL COSTS AND OTHER EXPENSES AND
AN ATTORNEY'S  COLLECTION  COMMISSION OF FIFTEEN  PERCENT (15%) OF THE AGGREGATE
AMOUNT OF THE FOREGOING  SUMS,  BUT IN NO EVENT LESS THAN FIVE THOUSAND  DOLLARS
($5,000.00);  AND FOR SO DOING OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A
SUFFICIENT WARRANT.

     THE AUTHORITY  GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE EXTINGUISHED
BY ANY EXERCISE  THEREOF,  BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES
DURING THE DURATION OF THIS GUARANTY. EACH GUARANTOR ACKNOWLEDGES THAT GUARANTOR
HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS GUARANTY.  EACH GUARANTOR  KNOWINGLY WAIVES  GUARANTOR'S  RIGHT TO BE HEARD
PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS  THAT, UPON SUCH ENTRY, SUCH
JUDGMENT SHALL BECOME A LIEN ON CERTAIN PROPERTY OF GUARANTOR AND THAT EXECUTION
MAY IMMEDIATELY BE ISSUED ON THE JUDGMENT TO GARNISH,  LEVY ON OR ATTACH CERTAIN
PERSONAL PROPERTY OF GUARANTOR.

     EACH   GUARANTOR   WAIVES  AND   RELINQUISHES   ALL  ERRORS,   DEFECTS  AND
IMPERFECTIONS  IN THE  ENTRY OF  JUDGMENT  AS  AFORESAID,  OR IN ANY  PROCEEDING
PURSUANT  THERETO,  AND ALL BENEFITS THAT MAY ACCRUE TO SUCH GUARANTOR BY VIRTUE
OF ANY LAW OR RULE OF COURT  RELATING TO A STAY OF EXECUTION  OR  EXEMPTING  ANY
PROPERTY FROM LEVY OR SALE UNDER EXECUTION.

     Capitalized  terms used  herein and not  otherwise  defined  shall have the
meanings given such terms in the Loan Agreement.


                                       7


     IN WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned
as of this ____ day of _________, 2002.

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:  _____________________

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


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