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                                                                     Exhibit 4.1

                        MEDICAL TECHNOLOGY SYSTEMS, INC.
                             1997 STOCK OPTION PLAN

                              (As of February 2001)

     1. Purpose. The purpose of this Medical Technology Systems, Inc. 1997 Stock
Option  Plan (the  "Plan") is to further  the  interests  of Medical  Technology
Systems,  Inc., a Florida corporation (the "Company"),  its subsidiaries and its
shareholders  by providing  incentives in the form of grants of stock options to
key  employees and other  persons who  contribute  materially to the success and
profitability of the Company.  The grants will recognize and reward  outstanding
individual   performances  and  contributions  and  will  give  such  persons  a
proprietary  interest in the Company,  thus enhancing their personal interest in
the Company's continued success and progress.  This program will also assist the
Company and its subsidiaries in attracting and retaining key persons.

     2. Definitions. The following definitions shall apply to this Plan:

          2.1 "Board" means the board of directors of the Company.

          2.2  "Change of  Control"  occurs  when (i) any  person,  including  a
     "group" as defined in Section  13(d)(3) of the  Securities  Exchange Act of
     1934, as amended,  becomes the beneficial owner of forty percent or more of
     the total number of shares entitled to vote in the election of directors of
     the  Board,   (ii)  the  Company  is  merged  into  any  other  company  or
     substantially all of its assets are acquired by any other company, or (iii)
     three or more directors nominated by the Board to serve as a director, each
     having agreed to serve in such capacity,  fail to be elected in a contested
     election of directors.

          2.3 "Code" means the Internal Revenue Code of 1986, as amended.

          2.4 "Committee" means the Stock Option Committee  consisting solely of
     two or more  non-employee  directors  appointed by the Board.  In the event
     that the Board does not appoint a Stock Option Committee, "Committee" means
     the Board.

          2.5 "Common Stock" means the Common Stock, par value $.01 per share of
     the Company,  or such other class of shares or  securities  as to which the
     Plan may be applicable pursuant to Section 10 herein.

          2.6 "Company" means Medical Technology Systems, Inc.

          2.7 "Date of Grant" means the date on which the Option is granted.

          2.8 "Eligible Person" means any person who performs or has in the past
     performed  services for the Company or any direct or indirect  partially or
     wholly owned subsidiary thereof, whether as a director,  officer, employee,
     consultant  or other  independent  contractor,  and any person who performs
     services  relating to the Company in his or her  capacity as an employee or
     independent  contractor  of a  corporation  or other  entity that  provides
     services for the Company.

          2.9  "Employee"  means any person  employed  on an hourly or  salaried
     basis by the Company or any parent or  Subsidiary  of the Company  that now
     exists or hereafter is organized or acquired by or acquires the Company.

          2.10 "Fair  Market  Value"  means the fair market  value of the Common
     Stock.  If the Common Stock is not publicly  traded on the date as of which
     fair market value is being  determined,  the Board shall determine the fair
     market  value of the  Shares,  using such  factors  as the Board  considers
     relevant,  such as the price at which recent sales have been made, the book
     value  of the  Common  Stock,  and  the  Company's  current  and  projected
     earnings.  If the Common  Stock is publicly  traded on the date as of which
     fair market value is being determined, the fair market value is the average
     of the high bid and ask  price of the  Common  Stock as  quoted on NASD OTC
     Bulletin  Board on that date.  If a price  quotation  does not occur on the
     date as of which fair market value is being determined,  the next preceding
     date on which a price was quoted will determine the fair market value.


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          2.11 "Incentive Stock Option" means a stock option granted pursuant to
     either  this Plan or any  other  plan of the  Company  that  satisfies  the
     requirements  of Section 422 of the Code and that entitles the Recipient to
     purchase stock of the Company or in a corporation that at the time of grant
     of the option was a parent or  subsidiary  of the Company or a  predecessor
     corporation of any such corporation.

          2.12 "Nonqualified Stock Option" means a stock option granted pursuant
     to the Plan that is not an  Incentive  Stock  Option and that  entitles the
     Recipient to purchase stock of the Company or in a corporation  that at the
     time of grant of the option was a parent or  subsidiary of the Company or a
     predecessor corporation of any such corporation.

          2.13 "Option" means an Incentive Stock Option or a Nonqualified  Stock
     Option granted pursuant to the Plan.

          2.14 "Option Agreement" means a written agreement entered into between
     the Company and a Recipient which sets out the terms and restrictions of an
     Option Award granted to the Recipient.

          2.15 "Option Shareholder" shall mean an Employee who has exercised his
     or her Option.

          2.16 "Option Shares" means Shares issued upon exercise of an Option.

          2.17 "Plan" means this Medical  Technology  Systems,  Inc.  1997 Stock
     Incentive Plan.

          2.18 "Recipient" means an individual who receives an Option.

          2.19  "Share"  means a share  of the  Common  Stock,  as  adjusted  in
     accordance with Section 10 of the Plan.

          2.20  "Subsidiary"  means any  corporation  50  percent or more of the
     voting  securities of which are owned directly or indirectly by the Company
     at any time during the existence of this Plan.

     3.  Administration.  This Plan will be administered  by the Committee.  The
Committee has the exclusive  power to select the Recipients of Options  pursuant
to this Plan, to establish the terms of the Options  granted to each  Recipient,
and to make all other determinations  necessary or advisable under the Plan. The
Committee  has the  sole  and  absolute  discretion  to  determine  whether  the
performance  of an Eligible  Person  warrants an Option under this Plan,  and to
determine the size and type of the Option.  The Committee has full and exclusive
power to construe and  interpret  this Plan, to  prescribe,  amend,  and rescind
rules and regulations  relating to this Plan, and to take all actions  necessary
or advisable for the Plan's  administration.  The Committee,  in the exercise of
its powers,  may correct any defect or supply any  omission,  or  reconcile  any
inconsistency in the Plan, or in any Agreement,  in the manner and to the extent
it shall  deem  necessary  or  expedient  to make the Plan fully  effective.  In
exercising  this power,  the Committee may retain  counsel at the expense of the
Company.  The Committee  shall also have the power to determine the duration and
purposes  of leaves of  absence  which may be  granted  to a  Recipient  without
constituting  a termination  of the  Recipient's  employment for purposes of the
Plan. Any determinations  made by the Committee will be final and binding on all
persons.  A member of the Committee will not be liable for performing any act or
making any determination in good faith.

     4. Shares  Subject to Plan.  Subject to the provisions of Section 10 of the
Plan,  the  maximum  aggregate  number of Shares  that may be subject to Options
under  the Plan  shall be  1,500,000.  If an  Option  should  expire  or  become
unexercisable  for any reason without  having been  exercised,  the  unpurchased
Shares  that  were  subject  to such  Option  shall,  unless  the  Plan has then
terminated, be available for other Options under the Plan.

     5.  Eligibility.  Any  Eligible  Person  that  the  Committee  in its  sole
discretion  designates  is  eligible to receive an Option  under this Plan.  The
Committee's  grant of an Option to a Recipient  in any year does not require the
Committee to grant an Option such Recipient in any other year. Furthermore,  the
Committee  may grant  different  Options to  different  Recipients  and has full
discretion  to choose  whether to grant  Options  to any  Eligible  Person.  The
Committee  may  consider  such  factors  as  it  deems  pertinent  in  selecting
Recipients and in determining  the types and sizes of their Options,  including,
without  limitation,   (i)  the  financial  condition  of  the  Company  or  its
Subsidiaries;  (ii) expected profits for the current or future years;  (iii) the
contributions of a prospective Recipient to the profitability and success of the
Company  or  its  Subsidiaries;   and  (iv)  the  adequacy  of  the  prospective
Recipient's  other  compensation.  Recipients may include persons to whom stock,
stock options,  stock  appreciation  rights,  or other benefits  previously were
granted under this or another plan of the Company or any Subsidiary,  whether or
not the  previously  granted  benefits  have been fully  exercised or vested.  A
Recipient's right, if any, to continue to serve the Company and its Subsidiaries
as an officer, Employee, or otherwise will not be enlarged or otherwise affected
by his designation as a Recipient under this Plan, and such designation will not
in any way restrict the right of the Company or any Subsidiary,  as the case may
be, to terminate at any time the employment or affiliation of any participant.


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     6. Options. Each Option granted to a Recipient under the Plan shall contain
such  provisions as the  Committee at the Date of Grant shall deem  appropriate.
Each Option granted to a Recipient will satisfy the following requirements:

          6.1  Written  Agreement.  Each Option  granted to a Recipient  will be
     evidenced by an Option  Agreement.  The terms of the Option  Agreement need
     not be identical  for  different  Recipients.  The Option  Agreement  shall
     include a description of the substance of each of the  requirements in this
     Section 6 with respect to that particular Option.

          6.2 Number of Shares.  Each Option  Agreement shall specify the number
     of Shares that may be purchased by exercise of the Option.

          6.3 Exercise  Price.  Except as provided in Section 6(1), the exercise
     price of each Share  subject to an  Incentive  Stock Option shall equal the
     exercise price  designated by the Committee on the Date of Grant, but shall
     not be less than the Fair Market Value of the Share on the Incentive  Stock
     Option's  Date of Grant.  The  exercise  price of each  Share  subject to a
     Nonqualified  Stock Option shall equal the exercise price designated by the
     Committee on the Date of Grant.

          6.4  Duration  of  Option.  Except as  provided  in Section  6(1),  an
     Incentive  Stock  Option  granted to an Employee  shall expire on the tenth
     anniversary  of its Date of Grant or, at such earlier date as is set by the
     Committee in establishing the terms of the Incentive Stock Option at grant.
     Except as provided in Section 6(1), a Nonqualified  Stock Option granted to
     an Employee shall expire on the tenth  anniversary of its Date of Grant or,
     at such earlier or later date as is set by the  Committee  in  establishing
     the terms of the  Nonqualified  Stock Option at grant.  If the  Recipient's
     employment  with the Company  terminates  before the expiration  date of an
     Option granted to the Recipient,  the Option shall expire on the earlier of
     the  date  stated  in this  subsection  or the  date  stated  in  following
     subsections  of this Section.  Furthermore,  expiration of an Option may be
     accelerated under subsection (j) below.

          6.5 Vesting of Option. Each Option Agreement shall specify the vesting
     schedule applicable to the Option. The Committee,  in its sole and absolute
     discretion, may accelerate the vesting of any Option at any time.

          6.6 Death. In the case of the death of a Recipient, an Incentive Stock
     Option granted to the Recipient shall expire on the one-year anniversary of
     the Recipient's death, or if earlier,  the date specified in subsection (d)
     above.  During the one-year  period  following the Recipient's  death,  the
     Incentive  Stock  Option may be  exercised to the extent it could have been
     exercised at the time the Recipient died,  subject to any adjustment  under
     Section 10 herein. In the case of the death of a Recipient,  a Nonqualified
     Stock  Option  granted  to the  Recipient  shall  expire  on  the  one-year
     anniversary of the Recipient's death, or if earlier,  the date specified in
     subsection  (d)  above,  unless  the  Committee  sets an  earlier  or later
     expiration date in establishing the terms of the Nonqualified  Stock Option
     at grant or a later  expiration  date  subsequent  to the Date of Grant but
     prior to the one-year  anniversary  of the  Recipient's  death.  During the
     period  beginning  on the date of the  Recipient's  death and ending on the
     date the Nonqualified  Stock Option expires,  the Nonqualified Stock Option
     may be exercised to the extent it could have been exercised at the time the
     Recipient died, subject to any adjustment under Section 10 herein.



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          6.7 Disability. In the case of the total and permanent disability of a
     Recipient and a resulting termination of employment or affiliation with the
     Company, an Incentive Stock Option granted to the Recipient shall expire on
     the one-year anniversary of the Recipient's last day of employment,  or, if
     earlier,  the date specified in subsection  (d) above.  During the one-year
     period  following the Recipient's  termination of employment or affiliation
     by reason of disability,  the Incentive Stock Option may be exercised as to
     the number of Shares for which it could have been exercised at the time the
     Recipient  became  disabled,  subject to any  adjustments  under Section 10
     herein.  In the case of the total and  permanent  disability of a Recipient
     and a resulting  termination of employment or affiliation with the Company,
     a Nonqualified  Stock Option  granted to the Recipient  shall expire on the
     one-year  anniversary of the  Recipient's  last day of  employment,  or, if
     earlier,  the date specified in subsection (d) above,  unless the Committee
     sets an earlier or later  expiration date in establishing  the terms of the
     Nonqualified Stock Option at grant or a later expiration date subsequent to
     the Date of Grant but prior to the one-year  anniversary of the Recipient's
     last day of employment or affiliation  with the Company.  During the period
     beginning  on the date of the  Recipient's  termination  of  employment  or
     affiliation by reason of disability and ending on the date the Nonqualified
     Stock Option expires,  the Nonqualified Stock Option may be exercised as to
     the number of Shares for which it could have been exercised at the time the
     Recipient  became  disabled,  subject to any  adjustments  under Section 10
     herein.

          6.8  Retirement.  If  the  Recipient's  employment  with  the  Company
     terminates  by reason  of normal  retirement  under  the  Company's  normal
     retirement  policies,  an Incentive  Stock Option  granted to the Recipient
     will expire 90 days after the last day of  employment,  or, if earlier,  on
     the date  specified  in  subsection  (d) above.  During  the 90-day  period
     following the Recipient's normal retirement, the Incentive Stock Option may
     be  exercised  as to the  number  of Shares  for  which it could  have been
     exercised on the retirement  date,  subject to any adjustment under Section
     10 herein.  If the Recipient's  employment  with the Company  terminates by
     reason of normal retirement under the Company's normal retirement policies,
     a  Nonqualified  Stock Option  granted to the Recipient will expire 90 days
     after the last day of employment,  or, if earlier, on the date specified in
     subsection  (d)  above,  unless  the  Committee  sets an  earlier  or later
     expiration date in establishing the terms of the Nonqualified  Stock Option
     at grant or a later  expiration  date  subsequent  to the Date of Grant but
     prior to the end of the 90-day  period  following  the  Recipient's  normal
     retirement.  During the  period  beginning  on the date of the  Recipient's
     normal  retirement  and ending on the date the  Nonqualified  Stock  Option
     expires, the Nonqualified Stock Option may be exercised as to the number of
     Shares  for which it could  have been  exercised  on the  retirement  date,
     subject to any adjustment under Section 10 herein.

          6.9  Termination  of Service.  If the Recipient  ceases  employment or
     affiliation  with the Company for any reason other than death,  disability,
     or retirement  (as  described  above),  an Option  granted to the Recipient
     shall  lapse  immediately  following  the last day  that the  Recipient  is
     employed by or affiliated with the Company.  However, the Committee may, in
     its sole  discretion,  either  at grant  of the  Option  or at the time the
     Recipient terminates employment, delay the expiration date of the Option to
     a date  after  termination  of  employment;  provided,  however,  that  the
     expiration  date of an Incentive  Stock Option may not be delayed more than
     90  days  following  the  termination  of  the  Recipient's  employment  or
     affiliation with the Company. During any such delay of the expiration date,
     the  Option  may be  exercised  only for the  number of Shares for which it
     could  have  been  exercised  on  such  termination  date,  subject  to any
     adjustment  under Section 10 herein.  Notwithstanding  any  provisions  set
     forth herein or in the Plan, if the  Recipient  shall (i) commit any act of
     malfeasance   or  wrongdoing   affecting  the  Company  or  any  parent  or
     subsidiary, (ii) breach any covenant not to compete or employment agreement
     with the Company or any parent or  Subsidiary,  or (iii)  engage in conduct
     that would warrant the  Recipient's  discharge for cause,  any  unexercised
     part  of the  Option  shall  lapse  immediately  upon  the  earlier  of the
     occurrence  of such event or the last day the  Recipient is employed by the
     Company.

          6.10 Change of Control.  If a Change of Control occurs,  the Board may
     vote to immediately  terminate all Options outstanding under the Plan as of
     the date of the Change of Control or may vote to accelerate  the expiration
     of the Options to the tenth day after the  effective  date of the Change of
     Control. If the Board votes to immediately  terminate the Options, it shall
     make a cash payment to the Recipient  equal to the  difference  between the
     Exercise Price and the Fair Market Value of the Shares that would have been
     subject to the terminated Option on the date of the Change of Control.

          6.11 Conditions  Required for Exercise.  Options granted to Recipients
     under the Plan  shall be  exercisable  only to the  extent  they are vested
     according  to the  terms  of the  Option  Agreement.  Furthermore,  Options
     granted  to  Employees  under  the Plan  shall be  exercisable  only if the
     issuance of Shares  pursuant to the exercise  would be in  compliance  with
     applicable  securities laws, as contemplated by Section 9 of the Plan. Each
     Agreement shall specify any additional conditions required for the exercise
     of the Option.

          6.12 Ten Percent Shareholders. An Incentive Stock Option granted to an
     individual  who, on the Date of Grant,  owns stock  possessing more than 10
     percent  of the total  combined  voting  power of all  classes  of stock of
     either  the  Company or any  parent or  Subsidiary,  shall be granted at an
     exercise price of 110 percent of Fair Market Value on the Date of Grant and
     shall be exercisable only during the five-year period immediately following
     the Date of Grant.  In  calculating  stock  ownership  of any  person,  the
     attribution  rules of Code Section 424(d) and 318 will apply.  Furthermore,
     in calculating stock ownership,  any stock that the individual may purchase
     under outstanding options will not be considered.



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          6.13  Maximum  Option   Grants.   The  aggregate  Fair  Market  Value,
     determined  on the Date of Grant,  of stock in the Company  with respect to
     which any Incentive Stock Options under the Plan and all other plans of the
     Company or its  Subsidiaries  (within the meaning of Section  422(b) of the
     Code) may become  exercisable  by any  individual for the first time in any
     calendar year shall not exceed $100,000.

          6.14 Method of Exercise.  An Option  granted  under this Plan shall be
     deemed  exercised  when the  person  entitled  to  exercise  the Option (i)
     delivers  written  notice to the President of the Company (or his delegate,
     in his absence) of the decision to exercise,  (ii) concurrently  tenders to
     the Company  full  payment for the Shares to be  purchased  pursuant to the
     exercise, and (iii) complies with such other reasonable requirements as the
     Committee establishes pursuant to Section 9 of the Plan. Payment for Shares
     with  respect to which an Option is  exercised  may be made in cash,  or by
     certified check or wholly or partially in the form of Common Stock having a
     Fair Market  Value  equal to the  exercise  price.  No person will have the
     rights of a shareholder with respect to Shares subject to an Option granted
     under this Plan until a  certificate  or  certificates  for the Shares have
     been delivered to him. A partial  exercise of an Option will not affect the
     holder's right to exercise the Option from time to time in accordance  with
     this Plan as to the remaining Shares subject to the Option.

          6.15 Loan from Company to Exercise  Option.  The Committee may, in its
     discretion and subject to the requirements of applicable law,  recommend to
     the Company that it lend the Recipient the funds needed by the Recipient to
     exercise an Option. The Recipient shall make application to the Company for
     the loan,  completing the forms and providing the  information  required by
     the Company.  The loan shall be secured by such  collateral  as the Company
     may require, subject to its underwriting  requirements and the requirements
     of applicable  law. The Recipient  shall execute a Promissory  Note and any
     other documents deemed necessary by the Committee.

          6.16 Designation of Beneficiary.  Each Recipient shall  designate,  in
     the Option Agreement he executes,  a beneficiary to receive Options awarded
     hereunder in the event of his death prior to full exercise of such Options;
     provided,  that if no such  beneficiary is designated or if the beneficiary
     so designated does not survive the Recipient,  the estate of such Recipient
     shall be deemed to be his beneficiary. Recipients may, by written notice to
     the Committee,  change the beneficiary designated in any outstanding Option
     Agreements.

          6.17  Nontransferability  of Option. An Option granted under this Plan
     is not transferable except by will or the laws of descent and distribution.
     During  the  lifetime  of the  Recipient,  all  rights  of the  Option  are
     exercisable only by the Recipient.

     7. Taxes;  Compliance with Law; Approval of Regulatory Bodies; Legends. The
Company shall have the right to withhold  from payments  otherwise due and owing
to the  Recipient  (or his  beneficiary)  or to require  the  Recipient  (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient to
satisfy any federal  (including  FICA and FUTA  amounts),  state,  and/or  local
withholding  tax  requirements  at the time the Recipient  (or his  beneficiary)
recognizes income for federal,  state, and/or local tax purposes with respect to
any Option under this Plan.

     Options can be granted,  and Shares can be delivered  under this Plan, only
in compliance with all applicable federal and state laws and regulations and the
rules of all stock exchanges on which the Company's stock is listed at any time.
An Option is exercisable only if either (a) a registration  statement pertaining
to the Shares to be issued  upon  exercise of the Option has been filed with and
declared  effective  by the  Securities  and  Exchange  Commission  and  remains
effective on the date of exercise,  or (b) an  exemption  from the  registration
requirements  of applicable  securities  laws is  available.  This Plan does not
require the Company, however, to file such a registration statement or to assure
the availability of such exemptions.  Any certificate  issued to evidence Shares
issued under the Plan may bear such legends and statements, and shall be subject
to such  transfer  restrictions,  as the  Committee  deems  advisable  to assure
compliance with federal and state laws and regulations and with the requirements
of this Section. No Option may be exercised,  and Shares may not be issued under
this Plan,  until the  Company  has  obtained  the  consent or approval of every
regulatory body, federal or state,  having jurisdiction over such matters as the
Committee deems advisable.


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                                       6


     Each person who acquires the right to exercise an Option may be required by
the  Committee  to furnish  reasonable  evidence of ownership of the Option as a
condition to his exercise of the Option. In addition,  the Committee may require
such  consents  and  releases  of  taxing  authorities  as the  Committee  deems
advisable.

     With respect to persons  subject to Section 16 of the  Securities  Exchange
Act of 1934 (" 1934 Act"),  transactions  under this Plan are intended to comply
with all  applicable  conditions  of Rule 16b-3 under the 1934 Act, as such Rule
may be amended from time to time,  or its  successor  under the 1934 Act. To the
extent any provision of the Plan or action by the Plan  administrators  fails to
so comply,  it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Plan administrators.

     8.  Adjustment  Upon  Change  of  Shares.  If  a  reorganization,   merger,
consolidation,  reclassification,  recapitalization,  combination or exchange of
shares,  stock split,  stock dividend,  rights  offering,  or other expansion or
contraction of the Common Stock of the Company  occurs,  the number and class of
Shares for which  Options  are  authorized  to be granted  under this Plan,  the
number  and class of Shares  then  subject  to  Options  previously  granted  to
Employees under this Plan, and the price per Share payable upon exercise of each
Option  outstanding under this Plan shall be equitably adjusted by the Committee
to reflect such changes.  To the extent deemed  equitable and appropriate by the
Board,  subject  to  any  required  action  by  shareholders,   in  any  merger,
consolidation,  reorganization,  liquidation or dissolution,  any Option granted
under the Plan shall  pertain to the  securities  and other  property to which a
holder of the number of Shares of stock  covered  by the Option  would have been
entitled to receive in connection with such event.

     9.  Liability of the Company.  The Company;  its parent and any  Subsidiary
that is in existence or hereafter  comes into  existence  shall not be liable to
any person for any tax consequences incurred by a Recipient or other person with
respect to an Option.

     10.  Amendment and  Termination  of Plan.  The Board may alter,  amend,  or
terminate this Plan from time to time without  approval of the  shareholders  of
the Company. The Board may, however,  condition any amendment on the approval of
the  shareholders of the Company if such approval is necessary or advisable with
respect to tax,  securities or other  applicable laws to which the Company,  the
Plan, Recipients or Eligible Persons are subject.

     11. Any amendment,  whether with or without the approval of shareholders of
the Company, that alters the terms or provisions of an Option granted before the
amendment (unless the alteration is expressly permitted under this Plan) will be
effective  only with the consent of the Recipient to whom the Option was granted
or the holder currently entitled to exercise it.

     12. Expenses of Plan. The Company shall bear the expenses of  administering
the Plan.

     13.  Duration of Plan.  Options may be granted  under this Plan only during
the 10 years immediately following the effective date of this Plan.

     14. Applicable Law. The validity,  interpretation,  and enforcement of this
Plan are governed in all  respects by the laws of Florida and the United  States
of America.

     15. Effective Date. The effective date of this Plan shall be the earlier of
(i) the date on which  the Board  adopts  the Plan or (ii) the date on which the
Shareholders approve the Plan.


Adopted by the Board of Directors on March 4, 1997.

Approved by the Shareholders on September 10, 1997.