Exhibit 4.1 



			
	Number 	 	Shares 
	MED  	 	 





MEDICAL TECHNOLOGY
SYSTEMS, INC.  



INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE 



SEE REVERSE FOR
CERTAIN DEFINITIONS 



CUSIP 58462R 80 2 



COMMON STOCK 



THIS CERTIFIES THAT: 



is owner of 




FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.01
PAR VALUE EACH OF 




MEDICAL TECHNOLOGY SYSTEMS, INC.







 transferable on the books of the Corporation in person or
by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares
represented hereby are subject to the laws of the State of Delaware, and to the Certificate of
Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate
is not valid until countersigned by the Transfer Agent. 




WITNESS the facsimile seal of the Corporation
 and the facsimile signatures of its duly authorized officers.



COUNTERSIGNED:       
                   
               




CONTINENTAL STOCK TRANSFER & TRUST COMPANY

JERSEY CITY, NJ 
TRANSFER AGENT

Authorized Officer


	DATED:	BY:	 





[SEAL OF MEDICAL
TECHNOLOGY SYSTEMS, INC.] 





	 	/s/  	
	 	/s/  	
	 
	 	  	SECRETARY  	 	  	PRESIDENT  	 













        The
following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:  



			
	  	TEN COM – as tenants in common  	UNIF GIFT MIN
ACT –.........................Custodian.........................  
	  	TEN ENT – as tenants by the entireties 	(Cust)       
                    
 (Minor) 
	  	JT TEN – as joint tenants with right of

                
 survivorship and not as tenants
              
    in common 	under Uniform Gift to Minors    
	  	  	Act.............................   
        
	  	  	(State)   
       





Additional
abbreviations may also be used though not in the above list. 



 For Value Received, ___________ hereby sell, assign and transfer
        unto 



PLEASE
INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE





________________________________________________________________________________________________________________________________________ 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
        ZIP CODE, OF ASSIGNEE) 






________________________________________________________________________________________________________________________________________ 




________________________________________________________________________________________________________________________________________ 





________________________________________________________________________________________________________________________________________

Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 





________________________________________________________________________________________________________________________________________

Attorney to transfer the said stock on the books of the within named Corporation with the full power of substitution in
the premises.
  






Dated_______________________ 




	 	

	 	NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.









THE CORPORATION WILL FURNISH TO ANY
STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS,
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES
AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF
ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE
THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY
BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS
CERTIFICATE. 



THE SIGNATURE TO THE ASSIGNMENT MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER
RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.