MEDICAL TECHNOLOGY SYSTEMS, INC.

                                       AND

                       WESTMINSTER SECURITIES CORPORATION


                                PLACEMENT AGENT'S
                                WARRANT AGREEMENT

                            DATED AS OF JUNE 25, 2002


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     PLACEMENT AGENT'S WARRANT AGREEMENT dated as of June 25, 2002, ("Engagement
Date") between MEDICAL  TECHNOLOGY  SYSTEMS,  INC., a Delaware  corporation (the
"Company"),  and WESTMINSTER SECURITIES CORPORATION,  a New York corporation and
its assignees or designees  (hereinafter  referred to variously as a "Holder" or
"Placement Agent").

                              W I T N E S S E T H:

     WHEREAS,  the  Placement  Agent  has  agreed  pursuant  to  the  engagement
agreement dated as of June 25, 2002 (the  "Engagement  Agreement"),  between the
Placement Agent and the Company, to act as placement agent to the Company.

     WHEREAS,  pursuant to the Engagement Agreement, the Company agreed to issue
warrants to the Placement Agent to purchase up to an aggregate of 125,000 shares
of Common Stock (the "Placement Agent's Warrants"); and

     WHEREAS,  the  Placement  Agent's  Warrants  to be issued  pursuant to this
Agreement  will be issued to the Placement  Agent in  consideration  for, and as
part of the  compensation  in connection  with, the Placement  Agent's  services
pursuant to the Engagement Agreement.

     NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth and other good and valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. GRANT.  The Placement Agent is hereby granted the right to purchase,  at
any time from the  Engagement  Date until 5:00 p.m.,  New York time, on June 25,
2007 (5 years  from the  Engagement  Agreement),  at  which  time the  Placement
Agent's Warrants expire, an aggregate of 125,000 shares of Common Stock, subject
to  adjustment  as  provided  in  Section  11  hereof  (the  "Placement  Agent's
Securities"). Each Placement Agent's Warrant shall entitle the holder thereof to
purchase one (1) share of common stock,  no par value per share,  of the Company
(the  "Common  Stock"),  at an initial  exercise  price of $1.50 (as  defined in
Section 9.3(e)) (the "Common Stock Exercise Price").

     2. PLACEMENT  AGENT'S WARRANT  CERTIFICATES.  The Placement Agent's warrant
certificates (the "Warrant Certificates") delivered and to be delivered pursuant
to this Agreement  shall be in the form set forth in Exhibit A, attached  hereto
and  made  a  part  hereof,   with  such  appropriate   insertions,   omissions,
substitutions, and other variations as required or permitted by this Agreement.


     3.  REGISTRATION  OF  WARRANT.  The  Placement  Agent's  Warrants  shall be
numbered and shall be registered on the books of the Company when issued.

     4. EXERCISE OF PLACEMENT AGENT'S WARRANT.

     4.1 METHOD OF  EXERCISE.  The  Placement  Agent's  Warrants  initially  are
exercisable  at the Common  Stock  Exercise  Price  (subject  to  adjustment  as
provided  in Section 11  hereof)  per  Placement  Agent's  Warrant  set forth in
Section  8 hereof  payable  by  certified  or  official  bank  check in New York
Clearing House funds. Upon surrender of a Placement Agent's Warrant  Certificate
with the  annexed  Form of Election to Purchase  duly  executed,  together  with
payment of the Common Stock Exercise Price for shares of Common Stock  purchased

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at the  Company's  principal  offices  presently  located  at  12920  Automobile
Boulevard,  Clearwater,  Florida  33762 the  registered  holder  of a  Placement
Agent's Warrant Certificate ("Holder" or "Holders") shall be entitled to receive
a certificate or certificates  for the shares of Common Stock so purchased.  The
purchase rights  represented by each Placement  Agent's Warrant  Certificate are
exercisable at the option of the Holder thereof, in whole or in part (but not as
to fractional shares underlying the Placement Agent's Warrants).  In the case of
the  purchase  of less than all of the shares  purchasable  under any  Placement
Agent's  Warrant  Certificate,  the Company shall cancel said Placement  Agent's
Warrant  Certificate upon the surrender  thereof and shall execute and deliver a
new Placement  Agent's Warrant  Certificate of like tenor for the balance of the
shares purchasable thereunder.

     4.2 RIGHT TO CONVERT  WARRANT.  In addition  to the right to  exercise  the
Placement  Agent's  Warrant for cash  pursuant to Section 4.1,  Placement  Agent
shall have the right to convert the Placement  Agent's Warrant (in whole but not
in part) by the  surrender of the  Placement  Agent's  Warrant (with the annexed
Form of Election to Convert) at the office of the Company at any time during the
term of the Placement  Agent's Warrant,  into shares of Common Stock as provided
for in this Section 4.2. Upon exercise of this conversion right, Placement Agent
shall be  entitled  to  receive  that  number of  shares of Common  Stock of the
Company equal to the quotient obtained by dividing [(A - B)(X)] by (A), where:

          (A) = the Market Price (as defined in Section  9.3(e)) of one share of
     Common Stock on the date of conversion of the Placement Agent's Warrant.

          (B) = the Common  Stock  Exercise  Price for one share of Common Stock
     under the Placement Agent's Warrant.

          (X) = the number of Shares  issuable  upon  exercise of the  Placement
     Agent's Warrant.

     If the above  calculation  results in a negative number,  then no shares of
Common  Stock  shall be issued or  issuable  upon  conversion  of the  Placement
Agent's Warrant.

     Upon conversion of the Placement Agent's Warrant, the Placement Agent shall
be entitled to receive a  certificate  for the number of shares of Common  Stock
determined under this Section 4.2.

     5. ISSUANCE OF  CERTIFICATES.  Upon the exercise of the  Placement  Agent's
Warrant,  the issuance of  certificates  for  securities,  properties  or rights
underlying  such Placement  Agent's  Warrant shall be made forthwith (and in any
event within five (5) business  days  thereafter)  without  charge to the Holder
thereof including,  without limitation,  any tax which may be payable in respect
of the issuance thereof,  and such certificates shall (subject to the provisions
of Sections 7 and 9 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof;  provided,  however, that the Company shall not
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issuance and delivery of any such  certificates  in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     The  Placement   Agent's   Warrant   Certificates   and  the   certificates
representing  the  securities,  property or rights  issued upon  exercise of the
Placement  Agent's  Warrant  shall be  executed  on behalf of the Company by the
manual  or  facsimile  signature  of the  then  present  President  or any  Vice

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                                       3

President of the Company under its corporate seal reproduced  thereon,  attested
to by the manual or facsimile  signature  of the then  present  Secretary or any
Assistant Secretary of the Company. Placement Agent's Warrant Certificates shall
be dated the date of execution by the Company upon initial  issuance,  division,
exchange, substitution or transfer.

     6. TRANSFER OF PLACEMENT  AGENT'S  WARRANT.  The Placement  Agent's Warrant
shall  be  transferable  only on the  books  of the  Company  maintained  at its
principal office, where its principal office may then be located,  upon delivery
thereof  duly  endorsed  by the  Holder or by its duly  authorized  attorney  or
Placement  Agent  accompanied by proper  evidence of  succession,  assignment or
authority to transfer.  Upon any  registration  of transfer,  the Company  shall
execute and deliver the new  Placement  Agent's  Warrant to the person  entitled
thereto.

     7. RESTRICTION ON TRANSFER OF PLACEMENT  AGENT'S  WARRANT.  The Holder of a
Placement Agent's Warrant Certificate,  by its acceptance thereof, covenants and
agrees that the Placement Agent's Warrant is being acquired as an investment and
not with a view to the  distribution  thereof,  and that the  Placement  Agent's
Warrant  may not be  sold,  transferred,  assigned,  hypothecated  or  otherwise
disposed of, in whole or in part, for the term of the Placement Agent's Warrant,
except to officers or affiliates of the Placement Agent or by operation of law.

     8. EXERCISE PRICE AND NUMBER OF SECURITIES. Except as otherwise provided in
Section 11 hereof, each Placement Agent's Warrant is exercisable to purchase one
share of Common  Stock at an initial  exercise  price equal to the Common  Stock
Exercise Price.  The Common Stock Exercise  Price,  and the number of shares for
which the Placement  Agent's Warrant may be exercised shall be the price and the
number  of  shares  which  shall  result  from  time  to time  from  any and all
adjustments in accordance with the provisions of Section 11 hereof.

         9.       REGISTRATION RIGHTS.

         9.1 REGISTRATION UNDER THE SECURITIES ACT OF 1933. Each Placement
Agent's Warrant Certificate and each certificate representing securities
issuable upon exercise of the Placement Agent's Warrant (collectively, the
"Warrant Shares") shall bear the following legend unless (i) such Placement
Agent's Warrant or Warrant Shares are distributed to the public pursuant to a
registration statement filed under the Securities Act of 1933, as amended (the
"Act"), or (ii) the Company has received an opinion of counsel, in form and
substance reasonably satisfactory to counsel for the Company, that such legend
is unnecessary for any such certificate:

                    THE   PLACEMENT   AGENT'S   WARRANT   REPRESENTED   BY  THIS
                    CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE UPON EXERCISE
                    THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN
                    EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
                    1933 (THE "ACT"),  (II) TO THE EXTENT  APPLICABLE,  RULE 144
                    UNDER SUCH ACT (OR ANY SIMILAR  RULE UNDER SUCH ACT RELATING
                    TO THE  DISPOSITION OF  SECURITIES),  OR (III) AN OPINION OF
                    COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
                    COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION FROM REGISTRATION
                    UNDER SUCH ACT IS AVAILABLE.

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                                       4

                    THE TRANSFER OR EXCHANGE OF THE  PLACEMENT  AGENT'S  WARRANT
                    REPRESENTED  BY THE  CERTIFICATE IS RESTRICTED IN ACCORDANCE
                    WITH THE PLACEMENT  AGENT'S  WARRANT  AGREEMENT  REFERRED TO
                    HEREIN.

     9.2  PIGGYBACK  REGISTRATION.  If,  at any time  the  Company  proposes  to
register any of its  securities  under the Act (other than in connection  with a
merger or  pursuant  to Form S-4 or Form S-8),  it will give  written  notice by
registered  mail,  at least  thirty  (30) days  prior to the filing of each such
registration  statement, to the Holders of the Placement Agent's Warrants and/or
the  Warrant  Shares of its  intention  to do so. If any of the  Holders  of the
Placement  Agent's  Warrants  and/or  Warrant  Shares notify the Company  within
twenty  (20) days  after  mailing of any such  notice of its or their  desire to
include any such securities in such proposed registration statement, the Company
shall afford such  Holders of the  Placement  Agent's  Warrants  and/or  Warrant
Shares  the  opportunity  to have any such  Placement  Agent's  Warrants  and/or
Warrant Shares registered under such registration  statement.  In the event that
the managing  underwriter for said offering  advises the Company in writing that
in its  opinion  the  number of  securities  requested  to be  included  in such
registration  exceeds  the  number  which can be sold in such  offering  without
causing a diminution in the offering price or otherwise  adversely affecting the
offering,  the  Company  will  include  in  such  registration  (a)  FIRST,  the
securities  the Company and the entities  that made the demand for  registration
pursuant to any agreements  between the Company and such  entities,  (b) SECOND,
the Placement Agent's Warrants and/or Warrant Shares requested to be included in
such registration which in the opinion of such underwriter can be sold, PRO RATA
among the Holders of Placement  Agent's  Warrants  and/or  Warrant Shares on the
basis  of the  number  of  Placement  Agent's  Warrants  and/or  Warrant  Shares
requested to be  registered  by such Holders,  and (c) THIRD,  other  securities
requested to be included in such registration.

     Notwithstanding  the provisions of this Section 9.2, the Company shall have
the right at any time after it shall have given written notice  pursuant to this
Section 9.2 (irrespective of whether a written request for inclusion of any such
securities  shall  have  been  made)  to elect  not to file  any  such  proposed
registration statement or to withdraw the same after the filing but prior to the
effective date thereof.

     9.3 DEMAND REGISTRATION.

          (a) At any time after the Engagement  Date and expiring five (5) years
     after the Engagement  Date, the Holders of the Placement  Agent's  Warrants
     and/or Warrant Shares  representing a "Majority" (as hereinafter defined in
     Section 9.4(k)  hereof) of the Placement  Agent's  Warrants  and/or Warrant
     Shares shall have the right (which right is in addition to the registration
     rights under  Section 9.2  hereof),  exercisable  by written  notice to the
     Company,  to have the  Company  prepare  and file with the  Securities  and
     Exchange  Commission (the  "Commission"),  on one occasion,  a registration
     statement (including,  but not limited to, a registration statement on Form
     S-3) and such other documents,  including a prospectus, as may be necessary
     in the opinion of both counsel for the Company and counsel for the Holders,
     in order to comply with the provisions of the Act, so as to permit a public
     offering  and sale by such Holders and any other  Holders of the  Placement
     Agent's Warrant and/or Warrant Shares who notify the Company within fifteen

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     (15) days  after the  Company  mails  notice of such  request  pursuant  to
     Section 9.3(b) hereof  (collectively,  the  "Requesting  Holders") of their
     respective Warrant Shares for the earlier of (i) six (6) consecutive months
     or  (ii)  until  the  sale of all of the  Warrant  Shares  requested  to be
     registered by the Requesting Holders.

          (b) The Company  covenants  and agrees to give  written  notice of any
     registration  request  under  this  Section  9.3 by any  Holder or  Holders
     representing a Majority of the Placement  Agent's  Warrants  and/or Warrant
     Shares to all other  registered  Holders of the Placement  Agent's Warrants
     and the Warrant Shares within ten (10) days from the date of the receipt of
     any such registration request.

          (c) In  addition  to the  registration  rights  under  Section 9.2 and
     subsection  (a) of this  Section 9.3, at any time  commencing  one (1) year
     after the Closing Date and expiring  five (5) years after the Closing Date,
     the Holders of a Majority of the Placement  Agent's Warrants and/or Warrant
     Shares shall have the right on one occasion, exercisable by written request
     to the Company,  to have the Company prepare and file with the Commission a
     registration  statement so as to permit a public  offering and sale by such
     Holders of their  respective  Warrant Shares for the earlier of (i) six (6)
     consecutive  months  or (ii)  until the sale of all of the  Warrant  Shares
     requested to be  registered by such Holders;  provided,  however,  that the
     provisions   of  Section   9.4(b)  hereof  shall  not  apply  to  any  such
     registration  request and registration and all costs incident thereto shall
     be at the  expense of the Holder or Holders  making  such  request.  If the
     Holders have  exercised  their rights under Section 9.3(a) then the Holders
     may not exercise  their rights under Section 9.3(c) for a period of six (6)
     months  following the effective date of any  registration  statement  filed
     pursuant to Section 9.3(a).

          (d) Notwithstanding  anything to the contrary contained herein, if the
     Company  shall not have  filed a  registration  statement  for the  Warrant
     Shares within the time period  specified in Section 9.4(a) hereof  pursuant
     to the  written  notice  specified  in Section  9.3(a) of the  Holders of a
     Majority of the Placement  Agent's  Warrants  and/or  Warrant  Shares,  the
     Company,  at its option,  may  repurchase (i) any and all Warrant Shares at
     the higher of the Market Price (as defined in Section  9.3(e)) per share of
     Common Stock on (x) the date of the notice sent pursuant to Section  9.3(a)
     or (y) the  expiration of the period  specified in Section  9.4(a) and (ii)
     any and all  Placement  Agent's  Warrant  at such  Market  Price  less  the
     exercise price of such Placement Agent's Warrant.  Such repurchase shall be
     in  immediately  available  funds and shall close within two (2) days after
     the later of (i) the  expiration of the period  specified in Section 9.4(a)
     or (ii) the  delivery of the written  notice of election  specified in this
     Section 9.3(d).

          (e)  DEFINITION OF MARKET PRICE.  As used herein,  the phrase  "Market
     Price" at any date shall mean the fair value as determined in good faith by
     the  Company's  Board of  Directors;  provided,  however,  that where there
     exists  a  public  market  for the  Company's  Common  Stock at the time of
     Placement  Agent's exercise of this conversion  right, the Market Price per
     share of Common Stock shall be deemed to be the last reported sale price of
     the Common Stock on the trading day before the Placement  Agent's  Warrant,
     with attached Notice of Conversion, are duly surrendered to the Company for
     conversion  thereof or, in case no such  reported  sale takes place on such
     day,  the  average of the last  reported  closing  sale prices for the last
     three (3)  trading  days,  in either  case as  officially  reported  by the
     principal  securities  exchange  on which  the  Common  Stock is  listed or
     admitted to trading,  or, if the Common  Stock is not listed or admitted to
     trading on any national securities exchange, the average closing sale price
     as furnished by the NASD through The NASDAQ Stock Market,  Inc.  ("NASDAQ")
     or similar organization if NASDAQ is no longer-reporting  such information,
     or if the Common Stock is not quoted on NASDAQ, the OTC Electronic Bulletin
     Board,  or as  determined  in good  faith  by  resolution  of the  Board of
     Directors of the Company, based on the best information available to it.



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     9.4  COVENANTS OF THE COMPANY WITH RESPECT TO  REGISTRATION.  In connection
with any registration  under Sections 9.2 or 9.3 hereof,  the Company  covenants
and agrees as follows:

          (a) The  Company  shall use its best  efforts  to file a  registration
     statement within sixty (60) days of receipt of any demand therefor,  and to
     have  any  registration  statements  declared  effective  at  the  earliest
     possible  time,  and shall  furnish  each Holder  desiring to sell  Warrant
     Shares such number of prospectuses as shall reasonably be requested.

          (b) The Company  shall pay all costs  (excluding  fees and expenses of
     Holder(s)  counsel and any underwriting or selling  commissions),  fees and
     expenses in connection with all  registration  statements filed pursuant to
     Sections 9.2 and 9.3(a) hereof including, without limitation, the Company's
     legal and accounting fees,  printing expenses,  blue sky fees and expenses.
     The Holder(s) will pay all costs, fees and expenses (including those of the
     Company) in connection  with the  registration  statement filed pursuant to
     Section 9.3(c).

          (c) The Company will take all  necessary  action which may be required
     in qualifying or registering  the Warrant Shares included in a registration
     statement  for offering and sale under the  securities  or blue sky laws of
     such states as reasonably are requested by the Holder(s), provided that the
     Company  shall not be obligated  to execute or file any general  consent to
     service of process or to qualify as a foreign  corporation  to do  business
     under the laws of any such jurisdiction.

          (d) The Company shall indemnify the Holder(s) of the Warrant Shares to
     be sold pursuant to any registration statement and each person, if any, who
     controls  such  Holders  within  the  meaning  of  Section 15 of the Act or
     Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange
     Act"), against all loss, claim, damage, expense or liability (including all
     expenses  reasonably  incurred in  investigating,  preparing  or  defending
     against any claim whatsoever) to which any of them may become subject under
     the Act,  the  Exchange Act or  otherwise,  arising from such  registration
     statement  but only to the same  extent  and  with the same  effect  as the
     provisions  pursuant to which the Company has agreed to  indemnify  each of
     the Underwriters contained in Section 7 of the Engagement Agreement.

          (e) The  Holder(s)  of the  Warrant  Shares to be sold  pursuant  to a
     registration statement,  and their successors and assigns, shall severally,
     and not jointly, indemnify the Company, its officers and directors and each
     person,  if any, who controls the Company  within the meaning of Section 15
     of the Act or Section 20(a) of the Exchange Act,  against all loss,  claim,
     damage or expense or liability  (including all expenses reasonably incurred
     in  investigating,  preparing or defending against any claim whatsoever) to
     which they may become subject under the Act, the Exchange Act or otherwise,
     arising  from  information  furnished by or on behalf of such  Holders,  or
     their successors or assigns,  for specific  inclusion in such  registration
     statement  to the same  extent and with the same  effect as the  provisions
     contained in Section 7 of the  Engagement  Agreement  pursuant to which the
     Underwriters have agreed to indemnify the Company.

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                                       7

          (f)  Nothing  contained  in  this  Agreement  shall  be  construed  as
     requiring the Holder(s) to exercise their  Placement  Agent's Warrant prior
     to the initial filing of any  registration  statement or the  effectiveness
     thereof.

          (g) The Company shall not permit the inclusion of any securities other
     than the Warrant Shares to be included in any registration  statement filed
     pursuant to Section 9.3 hereof, or permit any other registration  statement
     to be or  remain  effective  during  the  effectiveness  of a  registration
     statement  filed pursuant to Section 9.3 hereof,  without the prior written
     consent of Westminster  Securities  Corporation or as otherwise required by
     the terms of any existing  registration  rights  granted on or prior to the
     date  of  this  Agreement  by  the  Company  to the  holders  of any of the
     Company's securities.

          (h) The  Company  shall  furnish to each Holder  participating  in the
     offering and to each underwriter,  if any, a signed counterpart,  addressed
     to such Holder or underwriter, of (i) an opinion of counsel to the Company,
     dated the  effective  date of such  registration  statement  (and,  if such
     registration includes an underwritten public offering, an opinion dated the
     date of the  closing  under  the  Engagement  Agreement),  and (ii) a "cold
     comfort"  letter dated the effective  date of such  registration  statement
     (and, if such  registration  includes an underwritten  public  offering,  a
     letter dated the date of the closing under the Engagement Agreement) signed
     by the  independent  public  accountants  who have  issued a report  on the
     Company's financial statements included in such registration  statement, in
     each case  covering  substantially  the same  matters  with respect to such
     registration  statement (and the prospectus  included  therein) and, in the
     case of such accountants'  letter, with respect to events subsequent to the
     date of such financial  statements,  as are customarily covered in opinions
     of issuer's counsel and in accountants'  letters  delivered to underwriters
     in underwritten public offerings of securities.

          (i) The Company shall as soon as practicable  after the effective date
     of  the  registration  statement,   and  in  any  event  within  15  months
     thereafter,  make generally  available to its security  holders (within the
     meaning of Rule 158 under the Act) an earnings statement (which need not be
     audited)  complying  with Section 11(a) of the Act and covering a period of
     at least 12 consecutive  months  beginning  after the effective date of the
     registration statement.

          (j) The Company shall enter into an  underwriting  agreement  with the
     managing  underwriters  selected for such underwriting by Holders holding a
     Majority  of  the  Warrant   Shares   requested  to  be  included  in  such
     underwriting,  which may be the Placement  Agent.  Such agreement  shall be
     satisfactory  in form and  substance to the  Company,  each Holder and such
     managing underwriters,  and shall contain such representations,  warranties
     and  covenants  by the  Company  and such  other  terms as are  customarily
     contained in agreements of that type used by the managing underwriter.  The
     Holders  shall be  parties to any  underwriting  agreement  relating  to an
     underwritten sale of their Warrant Shares and may, at their option, require
     that  any or all  the  representations,  warranties  and  covenants  of the
     Company to or for the  benefit of such  underwriters  shall also be made to
     and for the benefit of such Holders.  Such Holders shall not be required to
     make any representations or warranties to or agreements with the Company or
     the  underwriters  except  as they may  relate  to such  Holders  and their
     intended methods of distribution.

          (k) For purposes of this  Agreement,  the term "Majority" in reference
     to the Placement  Agent's Warrants or Warrant Shares,  shall mean in excess
     of fifty percent (50%) of the then outstanding  Placement  Agent's Warrants
     or  Warrant  Shares  that (i) are not held by the  Company,  an  affiliate,
     officer,  creditor,  employee or agent  thereof or any of their  respective
     affiliates,  members of their  family,  persons  acting as  nominees  or in
     conjunction  therewith or (ii) have not been resold to the public  pursuant
     to a registration statement filed with the Commission under the Act.

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                                       8


     10.  OBLIGATIONS  OF  HOLDERS.  It shall be a  condition  precedent  to the
obligations of the Company to take any action  pursuant to SECTION 9 hereof that
each of the selling Holders shall:

          (a) Furnish to the Company such information regarding themselves,  the
     Warrant  Shares  held by  them,  the  intended  method  of  sale  or  other
     disposition of such securities, the identity of and compensation to be paid
     to any underwriters proposed to be employed in connection with such sale or
     other disposition, and such other information as may reasonably be required
     to effect the registration of their Warrant Shares.

          (b) Notify the Company,  at any time when a prospectus relating to the
     Warrant  Shares  covered by a  registration  statement  is  required  to be
     delivered under the Act, of the happening of any event with respect to such
     selling  Holder  as a  result  of which  the  prospectus  included  in such
     registration  statement, as then in effect, includes an untrue statement of
     a material  fact or omits to state a material  fact  required  to be stated
     therein or necessary to make the  statements  therein not misleading in the
     light of the circumstances then existing.

     11.  ADJUSTMENTS  TO COMMON STOCK  EXERCISE PRICE AND NUMBER OF SECURITIES.
The Common Stock Exercise Price in effect at any time and the number and kind of
securities purchased upon the exercise of the Placement Agent's Warrant shall be
subject to adjustment from time to time only upon the happening of the following
events:

     11.1 STOCK DIVIDEND, SUBDIVISION AND COMBINATION. In case the Company shall
(i)  declare a dividend  or make a  distribution  on its  outstanding  shares of
Common  Stock in  shares of Common  Stock,  (ii)  subdivide  or  reclassify  its
outstanding  shares of Common  Stock into a greater  number of shares,  or (iii)
combine or  reclassify  its  outstanding  shares of Common  Stock into a smaller
number of shares,  the Common Stock  Exercise Price in effect at the time of the
record date for such dividend or  distribution  or of the effective date of such
subdivision,  combination or reclassification shall be adjusted so that it shall
equal the price  determined by multiplying  the Common Stock Exercise Price by a
fraction, the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock  outstanding  immediately  prior to such
action.  Such adjustment  shall be made  successively  whenever any event listed
above shall occur.

     11.2 ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the Common
Stock  Exercise  Price pursuant to the provisions of this Section 11, the number
of Warrant  Shares  issuable  upon the  exercise at the  adjusted  Common  Stock
Exercise  Price of each  Placement  Agent's  Warrant  shall be  adjusted  to the
nearest  number of whole shares of Common Stock by multiplying a number equal to
the Common Stock Exercise Price in effect  immediately  prior to such adjustment
by the number of Warrant Shares issuable upon exercise of the Placement  Agent's
Warrant  immediately  prior to such  adjustment  and  dividing  the  product  so
obtained by the adjusted Common Stock Exercise Price.

     11.3  DEFINITION OF COMMON STOCK.  For the purpose of this  Agreement,  the
term "Common Stock" shall mean (i) the class of stock designated as Common Stock
in the  Articles  of  Incorporation  of the  Company  as  amended as of the date
hereof,  or (ii) any other class of stock resulting from  successive  changes or
reclassifications  of such  Common  Stock  consisting  solely of  changes in par
value, or from par value to no par value, or from no par value to par value.



<PAGE>
                                       9

     11.4 MERGER OR  CONSOLIDATION.  In case of any consolidation of the Company
with,  or  merger  of  the  Company  into,  another  corporation  (other  than a
consolidation or merger which does not result in any  reclassification or change
of the outstanding  Common Stock),  the corporation formed by such consolidation
or merger  shall  execute  and  deliver  to the  Holder a  supplemental  warrant
agreement  providing  that the Holder of each  Placement  Agent's  Warrant  then
outstanding  or to be  outstanding  shall have the right  thereafter  (until the
expiration of such Placement Agent's Warrant) to receive,  upon exercise of such
Placement  Agent's  Warrant,  the kind and  amount  of shares of stock and other
securities and property receivable upon such consolidation or merger by a holder
of the number of shares of Common Stock for which such Placement Agent's Warrant
might have been exercised  immediately  prior to such  consolidation  or merger.
Such supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in this Section 11. The above provision of
this subsection shall similarly apply to successive consolidations or mergers.

     11.5 NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No adjustment of the
Common Stock Exercise Price shall be made:

          (a) Upon the issuance or sale of the Placement  Agent's Warrant or the
     Warrant Shares;

          (b) Upon the issuance or sale of Common  Stock (or any other  security
     convertible, exercisable, or exchangeable into shares of Common Stock) upon
     the direct or indirect  conversion,  exercise,  or exchange of any options,
     rights,  warrants,  or other  securities  or  indebtedness  of the  Company
     outstanding  as of the date of this  Agreement  or granted  pursuant to any
     stock  option  plan of the  Company  in  existence  as of the  date of this
     Agreement, pursuant to the terms thereof; or

          (c) If the  amount  of said  adjustment  shall be less  than two cents
     ($0.02) per share, provided, however, that in such case any adjustment that
     would  otherwise be required  then to be made shall be carried  forward and
     shall  be made  at the  time  of and  together  with  the  next  subsequent
     adjustment  which,  together with any adjustment so carried forward,  shall
     amount to at least two cents ($0.02) per Placement Agent's Warrant.

     12.  EXCHANGE AND REPLACEMENT OF PLACEMENT  AGENT'S  WARRANT  CERTIFICATES.
Each Placement  Agent's Warrant  Certificate is  exchangeable,  without expense,
upon the surrender thereof by the registered  Holder at the principal  executive
office of the Company for a new Placement  Agent's  Warrant  Certificate of like
tenor and date  representing  in the  aggregate  the right to purchase  the same
number of Warrant  Shares in such  denominations  as shall be  designated by the
Holder thereof at the time of such surrender.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss,  theft,  destruction  or mutilation of any Placement  Agent's  Warrant
Certificate,  and,  in case of  loss,  theft or  destruction,  of  indemnity  or
security  reasonably  satisfactory to it and reimbursement to the Company of all
reasonable expenses  incidental thereto,  and upon surrender and cancellation of
the Placement Agent's Warrant, if mutilated, the Company will make and deliver a
new Warrant Certificate of like tenor, in lieu thereof.

<PAGE>
                                       10

     13. ELIMINATION OF FRACTIONAL INTERESTS.  The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of the  Placement  Agent's  Warrant,  nor shall it be required to issue
scrip or pay cash in lieu of  fractional  interests,  it being the intent of the
parties  that all  fractional  interests  shall be  eliminated  by rounding  any
fraction  up to the  nearest  whole  number of  shares of Common  Stock or other
securities, properties or rights.

     14.  RESERVATION AND LISTING OF SECURITIES.  The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock,  solely
for the purpose of issuance upon the exercise of the Placement  Agent's Warrant,
such number of shares of Common Stock or other securities,  properties or rights
as shall be issuable upon the exercise thereof.  Every transfer agent ("Transfer
Agent") for the Common Stock and other  securities of the Company  issuable upon
the exercise of the Placement Agent's Warrant will be irrevocably authorized and
directed  at all times to reserve  such  number of  authorized  shares of Common
Stock and other  securities as shall be requisite for such purpose.  The Company
will keep a copy of this  Agreement  on file with every  Transfer  Agent for the
Common Stock and other  securities of the Company  issuable upon the exercise of
the Placement Agent's Warrant. The Company will supply every such Transfer Agent
with duly  executed  stock  and other  certificates,  as  appropriate,  for such
purpose.  The Company  covenants and agrees that, upon exercise of the Placement
Agent's  Warrant and payment of the Common Stock  Exercise Price  therefor,  all
shares of Common Stock and other securities issuable upon such exercise shall be
duly and  validly  issued,  fully  paid,  non-assessable  and not subject to the
preemptive  rights of any stockholder.  As long as the Placement Agent's Warrant
shall be outstanding, the Company shall use its best efforts to cause all shares
of Common Stock issuable upon the exercise of the Placement  Agent's  Warrant to
be listed (subject to official  notice of issuance) on all securities  exchanges
on which the Common Stock issued to the public in  connection  herewith may then
be listed and/or quoted on Nasdaq or the OTC Electronic Bulletin Board.

     15. NOTICES TO PLACEMENT AGENT'S WARRANT HOLDERS. Nothing contained in this
Agreement shall be construed as conferring upon the Holders the right to vote or
to consent or to receive  notice as a stockholder  in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights  whatsoever as a stockholder  of the Company.  If,  however,  at any time
prior to the expiration of the Placement  Agent's  Warrants and their  exercise,
any of the following event shall occur:

          (a) the  Company  shall take a record of the  holders of its shares of
     Common  Stock for the  purpose of  entitling  them to receive a dividend or
     distribution  payable  otherwise  than  in  cash,  or a  cash  dividend  or
     distribution payable otherwise than out of current or retained earnings, as
     indicated by the accounting  treatment of such dividend or  distribution on
     the books of the Company; or

          (b) the Company shall offer to all the holders of its Common Stock any
     additional shares of capital stock of the Company or securities convertible
     into or  exchangeable  for shares of capital  stock of the Company,  or any
     option, right or warrant to subscribe therefor; or

          (c) a  dissolution,  liquidation  or winding up of the Company  (other
     than in  connection  with a  consolidation  or  merger) or a sale of all or
     substantially all of its property, assets and business as an entirety shall
     be proposed;

<PAGE>
                                       11

then in any one or more of said events, the Company shall give written notice of
such event at least  fifteen  (15) days prior to the date fixed as a record date
or the  date  of  closing  the  transfer  books  for  the  determination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend,  or the issuance of any  convertible or  exchangeable  securities,  or
subscription  rights,   options  or  warrants,   or  any  proposed  dissolution,
liquidation, winding up or sale.

     16.  NOTICES.  All notices,  requests,  consents  and other  communications
hereunder  shall be in  writing  and  shall be deemed to have been duly made and
sent when  delivered,  mailed by registered or certified  mail,  return  receipt
requested, or received via facsimile:

          (a) if to the registered Holder of the Placement  Agent's Warrant,  to
     the address of such Holder as shown on the books of the Company; or

         (b) if to the Company, to the address set forth in SECTION 4 hereof or
to such other address as the Company may designate by notice to the Holders.

     17. SUPPLEMENTS;  AMENDMENTS;  ENTIRE AGREEMENT.  This Agreement (including
the Engagement  Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject  matter  hereof and may not be modified  or amended  except by a writing
duly  signed  by the party  against  whom  enforcement  of the  modification  or
amendment is sought.  The Company and the Placement  Agent may from time to time
supplement  or amend this  Agreement  without  the  approval  of any  holders of
Placement Agent's Warrant Certificates (other than the Placement Agent) in order
to cure any ambiguity,  to correct or supplement any provision  contained herein
which may be defective or inconsistent  with any provisions  herein,  or to make
any other provisions in regard to matters or questions  arising  hereunder which
the Company and the  Placement  Agent may deem  necessary or desirable and which
the  Company  and the  Placement  Agent  deem  shall not  adversely  affect  the
interests of the Holders of Placement Agent's Warrant Certificates.

     18. SUCCESSORS. All of the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the  Company,  the Holders and their
respective successors and assigns hereunder.

     19.  SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  All  statements in any
schedule,  exhibit or certificate or other instrument  delivered by or on behalf
of the parties hereto,  or in connection with the  transactions  contemplated by
this Agreement,  shall be deemed to be representations and warranties hereunder.
Notwithstanding  any investigations  made by or on behalf of the parties to this
Agreement, all representations, warranties and agreements made by the parties to
this Agreement or pursuant hereto shall survive.

     20.  GOVERNING  LAW. This  Agreement  and each  Placement  Agent's  Warrant
Certificate  issued  hereunder  shall be deemed to be a contract  made under the
laws of the  State of New  York  and for all  purposes  shall  be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws.

<PAGE>
                                       12

     21.  SEVERABILITY.  If any provision of this Agreement  shall be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provision of this Agreement.

     22.  CAPTIONS.  The caption  headings of the Sections of this Agreement are
for  convenience  of  reference  only and are not  intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

     23.  BENEFITS  OF THIS  AGREEMENT.  Nothing  in  this  Agreement  shall  be
construed  to give to any person or  corporation  other than the Company and the
Placement  Agent and any other  registered  Holder(s) of the  Placement  Agent's
Warrant  Certificates or Warrant Shares any legal or equitable right,  remedy or
claim  under  this  Agreement;  and  this  Agreement  shall  be for the sole and
exclusive benefit of the Company and the Underwriters and any other Holder(s) of
the Placement Agent's Warrant Certificates or Warrant Shares.

     24.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed, as of the day and year first above written.



ATTEST:                                  MEDICAL TECHNOLOGY SYSTEMS, INC.




By:___________________________           By:_______________________________
   Name:                                    Name: Michael Conroy
   Title:                                   Title: Vice President and CFO



                                         WESTMINSTER SECURITIES CORPORATION


                                          By:_______________________________
                                             Name: John O'Shea
                                             Title:   President

<PAGE>


                                    EXHIBIT A

                 [FORM OF PLACEMENT AGENT'S WARRANT CERTIFICATE]

     THE PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER
SECURITIES  ISSUABLE  UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii)
AN OPINION OF COUNSEL,  IF SUCH  OPINION  SHALL BE  REASONABLY  SATISFACTORY  TO
COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION FROM  REGISTRATION  UNDER SUCH ACT IS
AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE PLACEMENT  AGENT'S  WARRANT  REPRESENTED BY THIS
CERTIFICATE  IS  RESTRICTED IN ACCORDANCE  WITH THE  PLACEMENT  AGENT'S  WARRANT
AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                     5:00 P.M., NEW YORK TIME JUNE 25, 2007

                          Placement Agent's Warrant No.

                                  Issuable for
                         125,000 Shares of Common Stock



                               WARRANT CERTIFICATE

     This Warrant Certificate certifies that Westminster Securities Corporation,
a New York  corporation,  is the  registered  holder  of  Warrants  to  purchase
initially at any time from June 25, 2002 until 5:00 p.m., New York time on, June
25, 2007 ("Expiration Date"), up to 125,000 shares of Common Stock, no par value
per share,  of the Company (the "Common  Stock"),  at an exercise price of $1.50
per share (the "Common Stock Exercise Price"),  upon surrender of this Placement
Agent's Warrant Certificate and payment of the Common Stock Exercise Price at an
office or agency of the Company,  but subject to the conditions set forth herein
and in the  Placement  Agent's  Warrant  Agreement  dated as of November 8, 2000
among  the  Company  and  Westminster   Securities   Corporation  (the  "Warrant
Agreement").  Payment of the Exercise Price shall be made either by certified or
official bank check in New York Clearing House funds payable to the order of the
Company or by  surrender  of the  Placement  Agent's  Warrant as provided in the
Warrant Agreement.

     No  Warrant  may be  exercised  after  5:00  p.m.,  New York  time,  on the
Expiration Date, at which time all Placement  Agent's Warrant  evidenced hereby,
unless exercised prior thereto, shall thereafter be void.

     The Placement Agent's Warrant evidenced by this Warrant Certificate is part
of a duly authorized issue of Placement  Agent's Warrants issued pursuant to the
Warrant Agreement,  which Warrant Agreement is hereby  incorporated by reference
in and  made  a  part  of  this  instrument  and  is  hereby  referred  to for a
description  of the  rights,  limitation  of  rights,  obligations,  duties  and
immunities  thereunder  of the Company and the holders  (the words  "holders" or
"holder" meaning the registered  holders or registered  holder) of the Placement
Agent's Warrant.

<PAGE>
                                       2

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Exercise  Price  and the type  and/or  number of the  Company's  securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities  issuable  upon the exercise of the Placement  Agent's
Warrant;  provided,  however,  that the failure of the Company to issue such new
Warrant Certificates shall not in any way change, alter or otherwise impair, the
rights of the holder as set forth in the Warrant Agreement.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Placement  Agent's Warrant shall be issued to the transferees in exchange for
this Warrant Certificate,  subject to the limitations provided herein and in the
Warrant  Agreement,  without any charge except for any tax or other governmental
charge imposed in connection with such transfer.

     Upon  the  exercise  of less  than  all of the  Placement  Agent's  Warrant
evidenced by this  Certificate,  the Company shall forthwith issue to the holder
hereof a new Warrant Certificate representing such unexercised Placement Agent's
Warrant.

     In addition to the right of  exercise,  the holder  shall have the right to
convert this Warrant  Certificate (in whole but not in part) by the surrender of
this Warrant  Certificate (with the attached Form of Election to Convert) at the
office of the Company at any time  during the  duration  of this  Warrant,  into
shares of Common Stock, as provided in the Warrant Agreement.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.

     This Warrant  Certificate does not entitle any holder thereof to any of the
rights of a shareholder of the Company.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed.

         Dated as of June 25, 2002.


ATTEST:                                     MEDICAL TECHNOLGOGY SYSTEMS, INC.

By:___________________________              By:_______________________________
   Name:                                       Name: Michael Conroy
   Title:                                      Title:   Vice President and CFO


<PAGE>


             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 4.1]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented  by this Warrant  Certificate,  to purchase  ______ shares of Common
Stock,  and  herewith  tenders in payment for such  securities  a  certified  or
official  bank check  payable in New York  Clearing  House Funds to the order of
Medical  Technology  Systems,  Inc. (the "Company") in the amount of $_________,
all in accordance with the terms of Section 4.1 of the Placement Agent's Warrant
Agreement dated as of June 25, 2002 among the Company and Westminster Securities
Corporation.  The undersigned requests that a certificate for such securities be
registered   in   the   name   of   ____________________,   whose   address   is
__________________    and    that    such    certificate    to   be    delivered
to____________________  whose  address is  _______________________,  and if said
number of shares shall not be all the shares purchasable  hereunder,  that a new
Warrant  Certificate for the balance of the shares  purchasable under the within
Warrant  Certificate be registered in the name of the undersigned warrant holder
or his assignee as below indicated and delivered to the address stated below.

Dated:_____________________________


Signature:_________________________________________
          (Signature must conform in all
          respects to name of holder as specified
          on the face of the Warrant Certificate.)

Address: ______________________________

         ______________________________

______________________________________________
(Insert Social Security or Other Identifying
Number of Holder)


Signature Guaranteed:________________________________________________________

(Signature  must  be  guaranteed  by  a  bank  savings  and  loan   association,
stockbroker,  or credit union with membership in an approved  signature guaranty
Medallion Program pursuant to Securities Exchange Act Rule 17Ad-15.)



<PAGE>


                              [FORM OF ASSIGNMENT]

             (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER
                  DESIRES TO TRANSFER THE WARRANT CERTIFICATE.)


FOR VALUE  RECEIVED  ________________  hereby sells,  assigns and transfers unto
[NAME OF TRANSFEREE) this Warrant  Certificate,  together with all right,  title
and  interest  therein,  and does  hereby  irrevocably  constitute  and  appoint
________________,  attorney,  to transfer the within Warrant  Certificate on the
books of the within-named Company, with full power of substitution.


Dated:_____________________


Signature:____________________________________________
          (Signature must conform in all respects
          to name of holder as specified on the
          face of the Warrant Certificate.)

Address:   ______________________________


______________________________________________
(Insert Social Security or Other Identifying
Number of Holder)


Signature Guaranteed:________________________________________________________

(Signature  must  be  guaranteed  by  a  bank  savings  and  loan   association,
stockbroker,  or credit union with membership in an approved  signature guaranty
Medallion Program pursuant to Securities Exchange Act Rule 17Ad-15.)



<PAGE>



              [FORM OF ELECTION TO CONVERT PURSUANT TO SECTION 4.2]


     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented  by this Warrant  Certificate,  to convert this Warrant  Certificate
into ________ shares of Common Stock (assuming a Market Price  calculated on the
basis of the last sale price for Common Stock on _________________, (the trading
day immediately  preceding surrender of the Warrant Certificate and this Form of
Election to Convert) of  $_________),  all in accordance with Section 4.2 of the
Placement  Agent's  Warrant  Agreement  dated as of June 25,  2002  between  the
Company and Westminster Securities Corporation.  The undersigned requests that a
certificate    for   such    securities   be   registered   in   the   name   of
________________________,   whose   address  is   ________________________   and
________________________(attach separate sheet if necessary).



Dated:________________________


Signature:_____________________________________________
          (Signature must conform in all
          respects to name of holder as specified
          on the face of the Warrant Certificate.)

Address:_______________________________

        _______________________________


______________________________________________
(Insert Social Security or Other Identifying
Number of Holder)


Signature Guaranteed:__________________________________________________________

(Signature  must  be  guaranteed  by  a  bank  savings  and  loan   association,
stockbroker,  or credit union with membership in an approved  signature guaranty
Medallion Program pursuant to Securities Exchange Act Rule 17Ad-15.)