<PAGE>
                                       1


THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON  EXERCISE  THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE  OFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  OR  OTHERWISE  DISPOSED  OF UNLESS
REGISTERED  PURSUANT  TO THE ACT OR AN  OPINION  OF  LEGAL  COUNSEL,  REASONABLY
SATISFACTORY  TO THE  COMPANY,  IS  OBTAINED  STATING  THAT  AN  EXEMPTION  FROM
REGISTRATION UNDER THE ACT IS AVAILABLE.


DATED:  October 16, 1998                                              NO. I


                                 FORM OF WARRANT

                        MEDICAL TECHNOLOGY SYSTEMS, INC.


           Warrant to Purchase 100,000 Shares, Subject to Adjustment,
                    of Common Stock, par value $.01 per share

                   VOID AFTER 5:00 P.M., EASTERN STANDARD TIME
                    ON October 16, 2008 OR SUCH LATER DATE AS
                     DESCRIBED IN THE FIRST PARAGRAPH BELOW

     This certifies that, for value received, Joan L. Fitterling, as Trustee, or
her successor in Trust of the Joan L.  Fitterling  Revocable  Trust dated August
15, 1995,  or  registered  assigns  (collectively  with Joan L.  Fitterling,  as
Trustee,  or her successor in Trust of the Joan L.  Fitterling  Revocable  Trust
dated  August 15,  1995,  the  "Holder"),  is entitled to purchase  from Medical
Technology Systems, Inc., a Florida corporation (the "Company"),  100,000 shares
(which become  exercisable on the date hereof),  (the "Shares") of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75
per Share  (the  "Exercise  Price")  for ten years  after  the  warrant  becomes
exercisable with respect to such shares (the "Exercise Period"),  subject to the
terms, conditions, and adjustments set forth in this warrant (the "Warrant").

     1. Exercise of Warrants.  This Warrant may be exercised in whole or in part
by the Holder  during the  applicable  Exercise  Period  upon  presentation  and
surrender  hereof,  with the  Purchase  Form  attached  hereto 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,  within 10 days of  surrender of the
Warrant,  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(s),  and
otherwise on the same terms and conditions 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,  or, if the  Company's  Common  Stock is listed on a securities
exchange  or  market,  in the  manner set forth in the  following  paragraph  if
requested by the Holder in the Purchase Form. 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.


<PAGE>
                                       2


     If the Company's Common Stock is listed on a securities exchange or market,
in  addition  to the method of payment  set forth  above and in lieu of any cash
payment  required,  the Holder shall have the right to exercise  this Warrant in
full or in part by  surrendering  this Warrant in the manner  specified above in
exchange  for the  number of Shares  equal to the  product  of (x) the number of
Shares as to which this Warrant is being exercised multiplied by (y) a fraction,
the numerator of which is the Market Price (as defined  below) less the Purchase
Price,  and the  denominator  of which is the Market Price.  For purpose of this
Warrant,  "Market  Price" shall mean the average  closing sale price quoted on a
share of Common  Stock on the  NASDAQ  National  Market or the  principal  stock
exchange  on which the Common  Stock is then traded for the three  trading  days
immediately  prior to the date of the delivery to the Company of a purchase form
(or if the Company's Common Stock is not traded or listed on the NASDAQ National
Market or any other principal  securities market, the average of the closing bid
prices on the NASDAQ  SmallCap  Market,  the OTC Electronic  Bulletin  Board, or
otherwise in the over-the-counter market on such days as reported by NASDAQ, the
National  Quotation Bureau  Incorporated or any comparable  system, or if not so
reported,  as reported by any New York Stock  Exchange  member firm  selected in
good faith by the Company for such purpose).

     2.  Exchange;  Restrictions  on Transfer  or  Assignment.  This  Warrant is
exchangeable,  without  expense,  at the option of the  Holder,  upon  surrender
hereof to the Company for other  Warrants of different  denominations  entitling
the Holder to purchase in the  aggregate  the same number of Shares  purchasable
hereunder. Subject to compliance with the Act, applicable state securities laws,
and the requirements pertaining to transfer described in Section 5, this Warrant
and the Holder's rights hereunder are transferable. To effect a transfer of this
Warrant,  the Holder shall surrender the Warrant to the Company at its principal
office with the Assignment  Form attached hereto as Exhibit B duly completed and
executed (with  signature  guaranteed),  whereupon the Company,  if the proposed
assignment is permitted  pursuant to the provisions  hereof,  shall register the
assignment of this Warrant in accordance with the  information  contained in the
assignment  instrument  and shall,  without  charge,  execute  and deliver a new
Warrant or Warrants in the name(s) of the  assignee or  assignees  named in such
assignment  instrument  (and,  if  applicable,  a new Warrant in the name of the
Holder   evidencing  any  remaining  portion  of  the  Warrant  not  theretofore
exercised,  transferred,  or  assigned)  and  this  Warrant  shall  promptly  be
cancelled.  The term  "Warrant" as used herein  includes any Warrants into which
this Warrant may be divided or exchanged.

     3. Rights and Obligations of Warrant Holders.  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.  Each 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.

     4.  Covenants  and  Warranties  of the Company.  The Company  covenants and
agrees that (i) any and all Shares that are 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 assure 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>
                                       3


     The Company  represents  and warrants that (i) the Company is a corporation
duly  organized,  validly  existing,  and of active status 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  Articles of Incorporation  or Bylaws,  or 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
hereunder has been taken.

     5.  Disposition of Warrants or Shares.  The Holder  acknowledges  that this
Warrant and the Shares  issuable upon exercise  thereof have not been registered
under the Act or applicable state law. The Holder agrees,  by acceptance of this
Warrant,  (i) that no sale,  transfer,  or  distribution  of this Warrant or the
Shares  shall  be made  except  in  compliance  with the Act and the  rules  and
regulations promulgated thereunder, including any applicable prospectus delivery
requirements and the restrictions on transfer set forth herein, and (ii) that if
any distribution or any other transfer of this Warrant or any Shares is proposed
to be made by it otherwise than pursuant to an effective  registration statement
under the 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 and its counsel,  to the effect that the proposed  distribution will not
be in violation of the Act or of applicable state law.

     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>
                                       4


          (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:

               (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 exercise, conversion, 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.


<PAGE>
                                       5


                    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.

          (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>
                                       6


               (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.

          (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.


<PAGE>
                                       7


               (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.

     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>
                                       8

          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  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 reasonably  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.

     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.


<PAGE>
                                       9


     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.

          (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.


<PAGE>
                                       10


     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 October 16, 1998.


                        MEDICAL TECHNOLOGY SYSTEMS, INC.

                        By:
                        Name: ________________________________
                        Title:________________________________


<PAGE>
                                       11


                                   EXHIBIT "A"


                                  PURCHASE FORM

     To be executed  upon  exercise of the Warrant.  Capitalized  terms have the
same meanings ascribed to them 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. If the Company's Common
Stock is listed on a securities exchange or market, the undersigned [does] [does
not] choose to pay the  Purchase  Price  pursuant to a cashless  exercise of the
Warrant.  The  undersigned  requests that  certificates  for the Shares shall be
issued in the name set forth below:


Dated:                        Name:____________________________________
                                   ____________________________________
                                   (Address)
                                   ____________________________________

                                   Social Security No._________________
                                   or other identifying number


<PAGE>
                                       12


                                   EXHIBIT "B"

                                   ASSIGNMENT

     To be executed by the registered  holder to effect a permitted  transfer of
the Warrant.  Capitalized  terms have the same meanings  ascribed to them in the
Warrant.


FOR VALUE RECEIVED __________________________ "Assignor")
hereby sells, assigns and transfers unto

_____________________________("Assignee")
(Name)

_____________________________
(Address)

_____________________________

the right to purchase  __________  shares of Common Stock of Medical  Technology
Systems,  Inc.  evidenced by the Warrant,  together with all right,  title,  and
interest    therein,    and   does    irrevocably    constitute    and   appoint
_____________________________  attorney to transfer  the said right on the books
of said corporation with full power of substitution in the premises.


Date: _______________________       Assignor:

                                    By:  _____________________________
                                    Its: _____________________________

                                    Signature: _______________________