<PAGE>
                                       1


THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON  EXERCISE  THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER STATE  SECURITIES  LAWS.  THIS  WARRANT IS SUBJECT TO  RESTRICTIONS  ON
TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED,  SOLD, ASSIGNED,  TRANSFERRED
OR OTHERWISE  DISPOSED OF EXCEPT AS PERMITTED  UNDER THE  SECURITIES ACT AND THE
APPLICABLE  STATE  SECURITIES  LAWS,   PURSUANT  TO  REGISTRATION  OR  EXEMPTION
THEREFROM AND WITH THE CONSENT OF THE ISSUER.  THE ISSUER MAY REQUIRE AN OPINION
OF LEGAL  COUNSEL,  IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE ISSUER,  TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.



DATED:  October 16, 1998                                                 NO. 1


                                     WARRANT

                        MEDICAL TECHNOLOGY SYSTEMS, INC.

                       Warrant to Purchase 800,000 Shares
                    of Common Stock, par value $.01 per share

                             VOID AS PROVIDED HEREIN


     This certifies  that, in  consideration  of a loan that is evidenced by the
Promissory  Note  described  below,  Joan  L.  Fitterling,  as  Trustee,  or her
successor in Trust of the Joan L.  Fitterling  Revocable  Trust dated August 15,
1995, or registered assigns (the "Holder") is entitled, subject to the terms set
forth below, to purchase from Medical Technology  Systems,  Inc. (the "Company")
up to 800,000,  fully paid and  nonassessable  shares (the  "Shares")  of Common
Stock, par value $.01 per share, of the Company (the "Common Stock"), which will
become  exercisable  if the  Company  defaults  on  its  obligations  under  the
Promissory  Note from the  Company  in favor of the  Holder,  a copy of which is
attached as Exhibit A (the  "Note") at a price of $.05 per share (the  "Exercise
Price").  The Shares purchasable upon exercise of this Warrant, and the Exercise
Price shall be adjusted  from time to time  pursuant to the  provisions  of this
Warrant.


<PAGE>
                                       2


     1.  Exercise  Period;  Exercise of Warrant.  (a) This Warrant  shall become
exercisable by the Holder if the Company  defaults on its obligations  under the
Note and shall  remain  exercisable  for ten  years  after  the  warrant  become
exercisable  unless  and until the  Company  cures the  default by paying to the
Holder the full  amount of the  outstanding  balance due under the Note in which
case the Warrant will terminate (the "Exercise Period").

          (b) Manner of  Exercise:  This Warrant may be exercised in whole or in
     part by the  Holder  during  the  Exercise  Period  upon  presentation  and
     surrender of this Warrant,  with the Purchase Form attached to this Warrant
     as Exhibit A duly executed,  at the office of the Company  located at 12920
     Automobile  Boulevard,  Clearwater,  Florida  33762,  accompanied  by  full
     payment of the  Exercise  Price  multiplied  by the number of Shares of the
     Company being purchased (the "Purchase Price"), whereupon the Company shall
     cause the  appropriate  number of Shares to be issued and shall  deliver to
     the Holder,  as promptly as  practicable,  a certificate  representing  the
     Shares being  purchased.  Upon each partial  exercise hereof, a new Warrant
     evidencing the remainder of the Shares will be issued to the Holder, at the
     Company's expense, as soon as reasonably practicable,  at the same Exercise
     Price,  for the same  Exercise  Period,  and otherwise of like tenor as the
     Warrant  partially  exercised.  The  Purchase  Price  shall be  payable  by
     delivery of a certified or bank cashier's check payable to the Company,  or
     by wire transfer of immediately available funds to an account designated in
     writing by the  Company,  in the amount of the Purchase  Price.  The Holder
     shall be deemed  for all  purposes  to have  become the holder of record of
     Shares  so  purchased  upon  exercise  of this  Warrant  as of the close of
     business  on the  date  as of  which  this  Warrant,  together  with a duly
     executed  Purchase  Form,  was  delivered to the Company and payment of the
     Purchase  Price  was  made,  regardless  of the  date  of  delivery  of any
     certificate  representing  the  Shares  so  purchased,  except  that if the
     Company were subject to any legal requirements  prohibiting it from issuing
     shares of Common  Stock on such date,  the  Holder  shall be deemed to have
     become the record holder of such Shares on the next  succeeding  date as of
     which the Company ceased to be so prohibited.

     2.  Repurchase  of Shares by the Company.  For a period of six months after
the Holder  exercises  the warrant and  purchases  Shares of Common  Stock,  the
Company  will have the right to  repurchase  the  Shares  from the Holder at the
Purchase Price paid by the Holder if the Company has cured the default under the
Note by paying to the  Holder the full  amount of the  outstanding  balance  due
under the Note.


<PAGE>
                                       3


     3. Transfer Restrictions. The Holder acknowledges that this Warrant and the
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act or applicable state law. The Holder agrees, by acceptance of this
Warrant, (i) that no sale, transfer or disposition of this Warrant or the Shares
shall be made  prior to the  expiration  of the six month  period  described  in
Section 2 and after such period only if such transfer or  disposition is made in
compliance  with the Securities Act of 1933, as amended (the  "Securities  Act")
and the rules and regulations  promulgated  under the Securities Act,  including
any applicable prospectus delivery requirements and the restrictions on transfer
set forth in this Warrant,  and (ii) that if distribution of this Warrant or any
Shares is proposed to be made by it  otherwise  than by delivery of a prospectus
meeting the  requirements of Section 10 of the Securities Act, such action shall
be taken  only  after  submission  to the  Company  of an  opinion  of  counsel,
reasonably  satisfactory in form and substance to the Company's counsel,  to the
effect that the proposed distribution will not be in violation of the Securities
Act or of applicable state law.

     4. Rights and Obligations of Warrant  Holder.  This Warrant does not confer
upon the Holder any rights as a shareholder of the Company,  either at law or in
equity.  The rights of the Holder are limited to those expressed  herein and the
Holder,  by  acceptance  hereof,  consents  to and  agrees to be bound by and to
comply with all the  provisions  of this Warrant.  The Holder,  by acceptance of
this Warrant, agrees that the Company and its transfer agent, if any, may, prior
to any presentation of this Warrant for registration of transfer, deem and treat
the person in whose name this Warrant is registered as the absolute,  true,  and
lawful owner of this Warrant for all purposes whatsoever and neither the Company
nor any transfer agent shall be affected by any notice to the contrary.

     5.  Covenants  and  Warranties  of the Company.  The Company  covenants and
agrees that (i) all Shares which may be issued and  delivered  upon  exercise of
this  Warrant and payment of the Purchase  Price will,  upon  delivery,  be duly
authorized,  validly issued, fully-paid and nonassessable shares of Common Stock
and (ii) the Company shall at all times during the Exercise  Period  reserve and
keep  available  a number of  authorized  but  unissued  shares of Common  Stock
sufficient to permit the exercise in full of this Warrant. The Company will take
all such  actions as may be  necessary to ensure that all shares of Common Stock
may be so issued  without  violation  by the  Company of any  applicable  law or
government  regulation or any requirement of any securities  exchange upon which
shares of Common Stock may be listed  (except for  official  notice of issuance,
which the Company will transmit  promptly  upon  issuance of such  shares).


<PAGE>
                                       4


     The Company  represents  and warrants that (i) the Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
state of  Florida,  (ii) the  Company  has all  requisite  corporate  power  and
authority to issue this Warrant and to consummate the transactions  contemplated
hereby,  and such issuance and consummation  will not conflict with, result in a
material breach of, constitute a material default under or material violation of
any  provision of the  Company's  charter  documents or bylaws,  and to the best
knowledge of the Company, any law or regulation of any governmental authority or
any  provision of any  agreement,  judgment or decree  affecting the Company and
(iii) all  corporate  action  required to be taken by the Company in  connection
with the  execution  and  delivery of this  Warrant and the  performance  of the
Company's obligations under this Warrant has been taken.

     6. Adjustment.  The number of Shares  purchasable upon the exercise of this
Warrant and the Exercise Price per Share are subject to adjustment  from time to
time as provided in this Section 6.

          (a) Subdivision or Combination of Shares.  If the Company shall at any
     time subdivide its outstanding shares of Common Stock into a greater number
     of shares (including a stock split effected as a stock dividend) or combine
     its outstanding  shares of Common Stock into a lesser number of shares, the
     number of Shares  issuable  upon exercise of this Warrant shall be adjusted
     to such number as is obtained by multiplying  the number of shares issuable
     upon  exercise of this Warrant  immediately  prior to such  subdivision  or
     combination by a fraction,  the numerator of which is the aggregate  number
     of shares of Common Stock  outstanding  immediately  after giving effect to
     such  subdivision  or  combination  and the  denominator  of  which  is the
     aggregate number of shares of Common Stock outstanding immediately prior to
     such subdivision or combination,  and the Exercise Price per Share shall be
     correspondingly  adjusted to such amount as shall,  when  multiplied by the
     number of Shares  issuable upon full exercise of this Warrant (as increased
     or decreased to reflect such  subdivision  or  combination  of  outstanding
     shares of Common  Stock,  as the case may be),  equal  the  product  of the
     Exercise Price per Share in effect immediately prior to such subdivision or
     combination  multiplied  by the number of Shares  issuable upon exercise of
     this Warrant immediately prior to such subdivision or combination.


<PAGE>
                                       5


          (b)  Effect  of  Sale,  Merger,  or  Consolidation.   If  any  capital
     reorganization or  reclassification of the capital stock of the Company, or
     consolidation or merger of the Company with another corporation, or sale of
     all or  substantially  all of the Company's  assets to another  corporation
     shall be  effected  after  the date  hereof in such a way that  holders  of
     Common Stock shall be entitled to receive stock, securities, or assets with
     respect to or in exchange for Common  Stock,  then,  as a condition of such
     reorganization,  reclassification,  consolidation,  merger, or sale, lawful
     and adequate  provision  shall be made whereby the Holder shall  thereafter
     have the right to purchase  and  receive,  upon the basis and the terms and
     conditions  specified in this Warrant and in lieu of the Shares immediately
     theretofore  purchasable  and receivable upon the exercise of this Warrant,
     such  shares of stock,  securities,  or assets as may be issued or  payable
     with respect to or in exchange for a number of outstanding shares of Common
     Stock equal to the number of shares of Common Stock immediately theretofore
     purchasable  and receivable  upon the exercise of this Warrant,  and in any
     such case  appropriate  provision  shall be made with respect to the rights
     and interests of the Holder to the end that the  provisions of this Warrant
     (including, without limitation,  provisions for adjustments of the Exercise
     Price and of the  number  of  Shares  issuable  upon the  exercise  of this
     Warrant) shall thereafter be applicable,  as nearly as may be possible,  in
     relation  to  any  shares  of  stock,   securities  or  assets   thereafter
     deliverable upon the exercise of this Warrant. The Company shall not effect
     any such  consolidation,  merger, or sale unless prior to or simultaneously
     with the consummation thereof the successor  corporation (if other than the
     Company)  resulting from such  consolidation  or merger or the  corporation
     purchasing  such assets shall assume,  by written  instrument  executed and
     delivered to the Holder at its last  address  appearing on the books of the
     Company,  the  obligation  to deliver to the Holder  such  shares of stock,
     securities or assets as, in accordance  with the  foregoing  sentence,  the
     Holder may be entitled to purchase.

          (c)  Issuance of Common  Stock Below  Exercise  Price.  If the Company
     shall issue or sell shares of Common Stock or rights, options, warrants, or
     convertible or  exchangeable  securities  containing the right to subscribe
     for or  purchase  shares  of  Common  Stock  ("Common  Stock  Equivalents")
     pursuant to the exercise of any Common Stock Equivalents outstanding on the
     date of the Note under any of the Company's  employee benefit plans),  at a
     price per share of Common  Stock  (determined,  in the case of Common Stock
     Equivalents,  by dividing (A) the total amount receivable by the Company in
     consideration  of the issuance  and sale of such Common  Stock  Equivalent,
     plus  the  total  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange  thereof,  by (B) the  total  number of shares of
     Common  Stock  covered  by such  Common  Stock  Equivalent),  that is lower
     (calculated  the date of such sale or issuance) than the Exercise Price, or
     for no consideration. then:


<PAGE>
                                       6


          (i)  in each case the  number of  shares  of Common  Stock  thereafter
               issuable  upon  the  exercise  of this  Warrant  (whether  or not
               presently  exercisable) shall be increased in a manner determined
               by multiplying the number of shares of Common Stock issuable upon
               the exercise of the Warrant by a fraction, of which the numerator
               shall  be the  number  of  shares  of  Common  Stock  outstanding
               immediately  prior to the sale or  issuance  plus the  number  of
               additional  shares of Common Stock  offered for  subscription  or
               purchase or to be issued upon conversion,  exercise,  or exchange
               of such Common  Stock  Equivalent,  and of which the  denominator
               shall  be the  number  of  shares  of  Common  Stock  outstanding
               immediately  prior to the sale or  issuance  plus the  number  of
               shares of Common Stock that the  "aggregate  consideration  to be
               received by the Company" (as defined  below) in  connection  with
               such sale or issuance would purchase at the Exercise  Price.  For
               the purpose of such  adjustments the "aggregate  consideration to
               be received by the Company" shall be the  consideration  received
               by the Company for such Common Stock or Common Stock Equivalents,
               plus any  consideration  or premiums  stated in the Common  Stock
               Equivalents  to be paid for the  shares of Common  Stock  covered
               thereby; and

          (ii) in each case the  Exercise  Price  will be  reduced  to the price
               calculated  by dividing (A) an amount equal to the sum of (1) the
               number of shares of Common Stock outstanding  immediately  before
               such issuance or sale  multiplied  by the then existing  Exercise
               Price Plus (2) the aggregate  consideration,  if any, received by
               the Company upon such  issuance or sale,  by (B) the total number
               of shares of Common  Stock  outstanding  immediately  after  such
               issuance  or sale plus the  number  of  shares  of  Common  Stock
               issuable upon the exercise, conversion, or exchange of any Common
               Stock Equivalents issued or sold in the transaction for which the
               Company is making this adjustment.  If the Company shall issue or
               sell shares of Common  Stock or Common  Stock  Equivalents  for a
               consideration  consisting, in whole or in part, of property other
               than cash or its  equivalent,  then in determining the "price per
               share of Common Stock" and the  "consideration"  receivable by or
               payable to the Company for  purposes of this  Section  6(c),  the
               Board of Directors of the Company shall determine, in good faith,
               the fair value of such property.

          If the Company shall issue and sell Common Stock Equivalents, together
     with one or more  other  securities  as part of a unit at a price per unit,
     then  in  determining  the  "price  per  share  of  Common  Stock"  and the
     "consideration"  receivable  by or payable to the Company  for  purposes of
     this Section 6(c),  the Board of Directors of the Company shall  determine,
     in good faith,  the fair value of the Common Stock  Equivalents  then being
     sold as part of such unit.


<PAGE>
                                       7


          (d) If any  event  occurs  as to which  the  preceding  Sections  6(a)
     through  (c) are not  strictly  applicable,  but as to which the failure to
     make  any  adjustment   would  not  fairly  protect  the  purchase   rights
     represented  by this Warrant in accordance  with the  essential  intent and
     principles of this Warrant, as determined by the Company or as requested by
     the Holder in accordance with the notice provisions of Section 12, then, in
     each such case, the Company shall select an independent  investment bank or
     firm of independent  public  accountants,  such  investment bank or firm of
     independent  public  accountants  to be  selected  from a  group  of  three
     nationally  recognized  investment  banks or firms  of  public  accountants
     chosen by the Holder, which will give its opinion as to the adjustment,  if
     any,  on a basis  consistent  with  the  essential  intent  and  principles
     established in this Warrant. Upon receipt of such opinion, the Company will
     promptly  deliver a copy of such  opinion  to the  Holder and will make the
     adjustments  described  in such  opinion.  The  fees and  expenses  of such
     investment  bank or  independent  public  accountants  will be borne by the
     Company.  If the  adjustment is requested by the Holder,  however,  and the
     investment bank or firm of independent public  accountants  selected by the
     Company  pursuant  to  this  paragraph  determines  that no  adjustment  is
     necessary,  then the fees and expenses  described in the preceding sentence
     shall be borne by the Holder.

          (e)  Notice to Holder of  Adjustment.  Whenever  the  number of Shares
     purchasable  upon exercise of this Warrant or the Exercise  Price per Share
     is adjusted as herein provided, the Company shall cause to be mailed to the
     Holder within 5 days of such adjustment,  in accordance with the provisions
     of  Section  12,  notice  setting  forth  the  adjusted  number  of  Shares
     purchasable  upon the  exercise of the Warrant  and the  adjusted  Exercise
     Price and showing in reasonable  detail the  computation  of the adjustment
     and the facts upon which such adjustment is based.

          (f) Notices to Holder of Certain Events. If at any time after the date
     hereof:

          (i)  the Company shall declare any dividend or other distribution upon
               or with  respect  to the Common  Stock,  including  any  dividend
               payable in cash,  shares of Common Stock or other  securities  of
               the Company; or

          (ii) the Company  shall offer for  subscription  to the holders of its
               Common Stock any  additional  shares of stock of any class or any
               other  securities  convertible into Common Stock or any rights to
               subscribe thereto; or

          (iii)there shall be any capital  reorganization or reclassification of
               the  capital  stock of the  Company  (other  than a change in par
               value, or from par value to no par value, or from no par value to
               par value or as  result  of the  subdivision  or  combination  of
               shares),  or any  conversion  of the Shares  into  securities  of
               another corporation, or a sale of all or substantially all of the
               assets  of the  Company,  or a  consolidation  or  merger  of the
               Company  with  another  corporation  (other  than a merger with a
               subsidiary in which the Company is the continuing corporation and
               which  does not result in any  reclassification  or change of the
               Shares issuable upon exercise of the Warrants); or


<PAGE>
                                       8


          (iv) there  shall  be  a   voluntary   or   involuntary   dissolution,
               liquidation,  or winding up of the Company;  then,  in any one or
               more of said cases,  the Company  shall cause to be mailed to the
               Holder,  not less than 15 days  before any  record  date or other
               date set for the  definitive  action,  written notice of the date
               upon which the books of the Company shall close or a record shall
               be  taken  for  purposes  of  such  dividend,   distribution   or
               subscription   rights   or  upon   which   such   reorganization,
               reclassification,   conversion,   sale,  consolidation,   merger,
               dissolution,  liquidation or winding up shall take place,  as the
               case may be.  Such  notice  shall  also set forth  facts as shall
               indicate the effect of such action (to the extent such effect may
               be known at the date of such  notice) on the number of Shares and
               the kind and amount of the  shares of stock and other  securities
               and property  deliverable  upon  exercise of the  Warrants.  Such
               notice  shall  also  specify  the date as of which the  holder of
               record of the shares of Common  Stock shall  participate  in such
               dividend,  distribution,  or  subscription  rights  or  shall  be
               entitled to exchange  their shares of Common Stock for securities
               or  other   property   deliverable   upon  such   reorganization,
               reclassification,   conversion,   sale,  consolidation,   merger,
               dissolution,  liquidation,  or winding up, as the case may be (on
               which date in the event of voluntary or involuntary  dissolution,
               liquidation,  or winding up of the Company, the right to exercise
               the Warrants shall terminate).

     7. Piggy-Back Registration.  (a) If the Company shall, at any time prior to
the  expiration of this Warrant,  authorize a  registration  of its Common Stock
with the  Securities  and Exchange  Commission  (the "SEC"),  the Company  shall
furnish the Holder with at least 30 days prior  written  notice  thereof and the
Holder  shall have the  option to include  the Shares to be issued to the Holder
upon the exercise of this  Warrant in such  registration  statement.  The Holder
shall exercise the "piggy-back  registration  rights"  granted  pursuant to this
Section 7 by giving  written notice to the Company within 20 days of the receipt
of the written notice from the Company described above.



<PAGE>
                                       9


          (b) Notwithstanding any other provision of this Warrant, the Company's
     obligations  under this Section 7 shall be subject to the  following  terms
     and  conditions:

          (i)  The  obligations  of the Company  set forth under this  Section 7
               shall not arise upon the filing of a registration  statement that
               covers any of the following: (A) securities proposed to be issued
               in exchange for assets or securities of another corporation;  (B)
               debt securities not convertible into, or exchangeable for, shares
               of  Common  Stock;  (C)  securities  to be issued  pursuant  to a
               transaction  registered  on Form  S-4 (or any  registration  form
               promulgated by the SEC in  substitution  of that form);  or (D) a
               stock option,  stock bonus,  stock  purchase,  or other  employee
               benefit or  compensation  plan or  securities  issued or issuable
               pursuant to any such plan.

          (ii) If the Company files a registration  statement in connection with
               an underwritten public offering of Common Stock the Company shall
               use its best  efforts to cause the  managing  underwriter  of the
               proposed  offering to grant any request by the Holder that Shares
               purchased  by the Holder  upon the  exercise  of this  Warrant be
               included in the proposed  public offering on terms and conditions
               that are customary under industry practice.  Notwithstanding  any
               other provision of this Agreement, if the managing underwriter of
               the public  offering of the Common Stock gives written  notice to
               the Company  that,  in the  reasonable  opinion of such  managing
               underwriter,  marketing factors require a limitation of the total
               number of shares of  Common  Stock to be  underwritten,  then the
               number of Shares  purchased  by the Holder  upon the  exercise of
               this  Warrant  that the Company  shall be obligated to include in
               the  registration  statement  shall be reduced in accordance with
               the limitations imposed by the managing underwriter.

          (iii)The Holder must provide to the Company all information,  and take
               all  action,  the  Parent  reasonably  requests  with  reasonable
               advance notice, to enable it to comply with any applicable law or
               regulation  or to prepare the  registration  statement  that will
               cover the Shares that will be included in the registration.

          (c) The Company will pay all Registration  Expenses (as defined below)
     in connection with the  registration of the Shares pursuant to this Section
     7. For purposes of this Warrant,  the term  "Registration  Expenses"  shall
     mean all expenses incurred by the Company in complying with this Section 7,
     including,  without limitation,  all registration and filing fees, exchange
     listing fees, printing expenses,  fees and disbursements of counsel for the
     Company,  state Blue Sky fees and expenses,  transfer  agent fees,  cost of
     engraving  of  stock   certificates,   costs  for  mailing  and   tombstone
     advertising,   cost  of  preparing  the  registration  statement,   related
     exhibits,  amendments  and  supplements  thereto,  underwriting  documents,
     selected dealer  agreements,  preliminary and final  prospectuses,  and the
     expense  of  any  special  audits  incident  to or  required  by  any  such
     registration,  but excluding underwriting discounts and selling commissions
     attributable  to the Shares and the fees and  expenses of the  Holder's own
     counsel and accountants. which shall be borne by the Holder.



<PAGE>
                                       10


     8. Indemnification and Notification.

          (a) The Company will  indemnify  and hold harmless the Holder from and
     against any and all losses,  claims,  damages,  expenses,  and  liabilities
     caused  by  any  untrue  statement  of a  material  fact  contained  in any
     registration statement or contained in a prospectus furnished thereunder or
     caused by any  omission  to state a  material  fact  necessary  to make any
     statement  therein  not  misleading.   The  foregoing  indemnification  and
     agreement  to hold  harmless  shall not  apply,  however,  insofar  as such
     losses, claims, damages,  expenses, and liabilities are caused by an untrue
     statement or omissions based upon  information  furnished in writing to the
     Company by the Holder  expressly for use in any  registration  statement or
     prospectus.

          (b) The  Holder  will  indemnify  the  Company,  and each  person  who
     controls the Company  within the meaning of Section 15 of the Act, from and
     against any and all losses,  claims,  damages,  expenses,  and  liabilities
     caused  by  an  untrue  statement  of a  material  fact  contained  in  any
     registration statement or contained in a prospectus furnished thereunder or
     caused  by an  omission  to state a  material  fact  necessary  to make any
     statement therein not misleading insofar as such losses,  claims,  damages,
     expenses,  and  liabilities  are caused by an untrue  statement or omission
     based upon  information  furnished  in writing to the Company by the Holder
     expressly for use in any registration statement or prospectus.

          (c) Each  indemnified  party promptly  shall notify each  indemnifying
     party of any claim asserted or action commenced  against it that is subject
     to the indemnification provisions of this Section, but failure to so notify
     an  indemnifying  party will not  relieve the  indemnifying  party from any
     liability pursuant to these indemnity  provisions or otherwise,  unless and
     only to the extent that the  failure  materially  prejudices  the rights or
     obligations  of the  indemnifying  party.  Without  limiting  what might be
     materially  prejudicial  to  an  indemnifying  party,  the  failure  of  an
     indemnified  party to notify an indemnifying  party of a lawsuit within ten
     days after the date when the indemnified party is served with a copy of the
     complaint,  petition,  or other pleading asserting the indemnifiable  claim
     will be considered materially  prejudicial to the rights and obligations of
     any  indemnifying  party  who  was  not  also  served  with a  copy  of the
     complaint,  petition,  or other pleading asserting the indemnifiable claim.


<PAGE>
                                       11


          The  indemnifying  party may  participate  at its own  expense  in the
     defense,  or, if the indemnifying party so elects within a reasonable time,
     the  indemnifying  party may assume the  defense,  of any action  commenced
     against the indemnified party that is the subject of indemnification  under
     this Section.  If the indemnifying party elects to assume the defense of an
     indemnified action,  however, the indemnifying party shall engage to defend
     the action legal counsel reasonably  satisfactory to the indemnified party.
     If the  indemnifying  party elects to assume the defense of any indemnified
     action,  the  indemnified  party,  and  each  controlling  person  who is a
     defendant  in the  action,  will be  entitled  to employ  separate  counsel
     participate in the defense of the action at its own expense.

          An indemnified  party shall not settle an indemnified  claim or action
     without  the  prior  written  consent  of the  indemnifying  party  and the
     indemnifying  party will not be liable for any settlement  made without its
     consent.  The indemnifying party shall notify the indemnified party whether
     or not it will  consent to a proposed  settlement  within ten days after it
     receives  from the  indemnified  party notice of the  proposed  settlement,
     summarizing  all the terms and conditions of settlement.  The  indemnifying
     party's failure to notify the indemnified  party within that ten-day period
     whether or not it consents to the proposed  settlement  will constitute its
     consent to the proposed settlement.

          This indemnity does not apply to any untrue statement or omission,  or
     any alleged  untrue  statement or omission  that was made in a  preliminary
     prospectus  but remedied or eliminated in the final  prospectus  (including
     any amendment or supplement to it), if a copy of the definitive  prospectus
     (including  any  amendment or supplement to it) was delivered to the person
     asserting  the claim at or before the time required by the  Securities  Act
     and the delivery of the definitive  prospectus  (including any amendment or
     supplement  to it)  constitutes  a  defense  to the claim  asserted  by the
     person.

     9. No  Impairment.  The Company will not by any action  including,  without
limitation,  amending or  permitting  the  amendment  of the charter  documents,
bylaws,  or similar  instruments  of the Company or through any  reorganization,
reclassification,  transfer of assets,  consolidation,  merger,  share exchange,
dissolution, issue or sale of securities, or any other similar voluntary action,
avoid or seek to avoid the observance or performance of any of the express terms
of this Warrant,  but will at all times in good faith assist in the carrying out
of all such  terms and in the taking of all such  actions  as may be  reasonably
necessary to protect the rights of the Holder  against  impairment  or dilution.
Without limiting the generality of the foregoing,  the Company will (i) take all
such  action as may be  necessary  in order that the  Company  may  validly  and
legally issue fully paid and nonassessable  shares of Common Stock upon exercise
of the Warrant, free and clear of all liens, encumbrances,  equities, and claims
and  (ii)  use  all  reasonable  efforts  to  obtain  all  such  authorizations,
exemptions, or consents from any public regulatory body having jurisdiction over
the Company as may be necessary to enable the Company to perform its obligations
under this Warrant.


<PAGE>
                                       12


     10. Dilution Fee. If, during the Exercise Period, the Company pays any cash
dividends  or makes  any cash  distribution  to any  holder  of any class of its
Common Stock with respect to such Common  Stock and the Exercise  Price  exceeds
the Market Price, then the Holder of this Warrant will be entitled to receive in
respect of this Warrant a dilution fee in cash (the "Dilution  Fee") on the date
of payment of such dividend or distribution, which Dilution Fee will be equal to
the  amount per share paid to the  holders of Common  Stock  times the number of
Shares currently exercisable under this Warrant.

     11.  Survival.  The various rights and obligations of the Holder and of the
Company as set forth in Sections 4 and 5 hereof  shall  survive the  exercise of
this Warrant and the surrender of this instrument upon such exercise.

     12. Notice. All notices required by this Warrant to be given or made by the
Company shall be given or made by first class mail,  postage prepaid,  addressed
to the  registered  Holder  hereof at the address of such Holder as shown on the
books of the Company.

     13. Loss or Destruction.  Upon receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and,  in the  case of any  loss,  theft  or  destruction,  upon  delivery  of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
and its counsel,  or, in the case of any such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     14. Miscellaneous.

          (a) Neither this  Warrant nor any term hereof may be changed,  waived,
     discharged,  or terminated except by a written  instrument  executed by the
     Company and the Holder.


<PAGE>
                                       13


          (b) This Warrant  shall be governed by, and  construed and enforced in
     accordance with, the internal laws of the State of Florida,  without regard
     to principles of conflicts of laws thereof.

          (c) Each  provision of this  Warrant  shall be  interpreted  in such a
     manner as to be effective, valid, and enforceable under applicable law, but
     if any  provision  of  this  Warrant  is held to be  invalid,  illegal,  or
     unenforceable  under any applicable law or rule in any  jurisdiction,  such
     provision  will be  ineffective  only  to the  extent  of such  invalidity,
     illegality, or unenforceability in such jurisdiction,  without invalidating
     the remainder of this Warrant in such  jurisdiction or any provision hereof
     in any other jurisdiction.

          (d) No course of dealing or delay or  failure  to  exercise  any right
     hereunder on the part of the Holder shall operate as a waiver of such right
     or otherwise prejudice the Holder's rights, power, or remedies.

          (e) The Company  shall pay all expenses  incurred by it in  connection
     with, and all documentary  stamp and other taxes (other than stock transfer
     taxes) and other  governmental  charges  that may be imposed in respect of,
     the issue,  sale and delivery of this Warrant and the Shares  issuable upon
     the exercise hereof.

          (f) This  Warrant and the rights  evidenced  hereby shall inure to the
     benefit of and be binding  upon the  successors  and assigns of the Company
     and the successors and permitted assigns of the Holder.

     15. Further Assurances.  The Company agrees that it will execute and record
such documents as the Holder shall  reasonably  request to secure for the Holder
any of the rights  represented by this Warrant.  IN WITNESS  WHEREOF the Company
has caused this Warrant to be executed by its duly authorized  officer as of the
16th day of October, 1998.

                                  MEDICAL TECHNOLOGY SYSTEMS, INC.


                                  By:  ____________________________________
                                  Name:   Todd E. Siegel
                                  Title:  President



<PAGE>
                                       14


                                   EXHIBIT "A"

                                 PROMISSORY NOTE


<PAGE>
                                       15


                                   EXHIBIT "B"

                                  PURCHASE FORM


     To be executed  upon  exercise of the Warrant.  Capitalized  terms have the
same meanings ascribed to then in the Warrant.


TO:      Medical Technology Systems, Inc.

     The undersigned  hereby exercises the right to purchase  ________ Shares of
Common Stock  evidenced by the  Warrant,  according to the terms and  conditions
thereof,  and  hereby  makes  payment of the  Purchase  Price.  The  undersigned
requests that certificates for the Shares shall be issued in the names set forth
below:


Dated:                       Name:  ________________________________________

                                    ________________________________________
                                    (Address)
                                    ________________________________________


                                    Social Security No. ________________________
                                    or other identifying number