March 26, 1996


American Stock Transfer And Trust Company
40 Wall Street
New York, New York 10005


Gentlemen:

                                 TREASURY ORDER

WHEREAS:

A.   Mary Park Properties, Ltd. (the "Registered Holder") is the registered
     holder of  $200,000 Series C Debentures of Management Technologies, Inc.
     (the "Corporation") (collectively, the "Debentures");

B.   The Registered Holder has the right pursuant to Paragraph 4 of the
     Debenture to convert the Debentures into Common Shares in the capital of
     the Corporation at the times and in the manner set out in such Debentures;

C.   Pursuant to a resolution of the Board of Directors of the Corporation duly
     passed on December 15, 1995, this irrevocable Treasury Order has been
     delivered to Mr. Barry Globerman, Attorney of New York, New York, as escrow
     agent (the "Escrow Agent") for and on behalf of the Registered Holder for
     the purpose of facilitating delivery to the Escrow Agent for and on behalf
     of the Registered Holder of a share certificate representing that number of
     validly issued Common Shares in the capital of the Corporation to which the
     Registered Shareholder will be entitled upon conversion of some or all, as
     the case may be, of the Debentures upon presentation to you, as transfer
     agent of the Corporation in New York, at your address set out above during
     business hours of;

       1. proof to your satisfaction that the person presenting the following
          documents is the Escrow Agent who is named in this Treasury Order;

       2. the certificate or certificates representing the Debenture to be
          converted duly endorsed by the Registered Holder; and

       3. this Treasury Order (collectively, the "Conversion Documents").

NOW, THEREFORE, YOU ARE IRREVOCABLY AUTHORIZED AND DIRECTED to deliver to the
Escrow Agent upon presentation of the Conversion Documents on or after May 10,
1996, a share certificate or certificates without legend or stop transfer order
representing the number of fully paid Common Shares in the capital of the
Corporation set out below registered in the name of the Registered Shareholder.

The undersigned certifies that the Corporation shall have received the full
consideration for the said Common Shares and that they shall be fully paid and
non-assessable upon presentation to you of the Conversion Documents.



                                Number of       Number of
Name                            Common Shares   Debentures
- ----                            -------------   ----------
                Address
                -------

Mary Park       56-58 rue du                    One in the
Properties,     Rhone 2111                      amount of
Ltd.            Geneva                          $200,000
                Switzerland



/s/ Paul Ekon
By:  Paul Ekon
Chief Executive Officer

On behalf of the Board of Directors of