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                        MEDICAL TECHNOLOGY SYSTEMS, INC.

                                       AND

                         NATIONAL SECURITIES CORPORATION

                               FINANCIAL ADVISOR'S

                                WARRANT AGREEMENT

                            DATED AS OF MAY 31, 2000



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     FINANCIAL   ADVISOR'S   WARRANT   AGREEMENT  dated  as  of  May  31,  2000,
("Engagement  Date")  between  MEDICAL  TECHNOLOGY  SYSTEMS,  INC.,  a  Delaware
corporation (the "Company"),  and NATIONAL SECURITIES CORPORATION,  a Washington
corporation and its assignees or designees (hereinafter referred to variously as
a "Holder" or "Financial Advisor").

                              W I T N E S S E T H:

     WHEREAS,  the  Financial  Advisor  has agreed  pursuant  to the  engagement
agreement  dated as of May 31, 2000 (the  "Engagement  Agreement"),  between the
Financial Advisor and the Company, to act as financial advisor to the Company.

     WHEREAS,  pursuant to the Engagement Agreement, the Company agreed to issue
warrants to the  Financial  Advisor to purchase  up to an  aggregate  of 200,000
shares of Common Stock (the "Financial Advisor's Warrants"); and

     WHEREAS,  the Financial  Advisor's  Warrants to be issued  pursuant to this
Agreement will be issued to the Financial  Advisor in consideration  for, and as
part of the  compensation in connection with, the Financial  Advisor'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 Financial Advisor is hereby granted the right to purchase, at
any time from the  Engagement  Date until 5:00 p.m.,  New York time,  on May 31,
2005 (5 years  from the  Engagement  Agreement),  at  which  time the  Financial
Advisor's  Warrants  expire,  an  aggregate of 200,000  shares of Common  Stock,
subject to adjustment as provided in Section 11 hereof (the "Financial Advisor's
Securities").  Each Financial Advisor'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 $0.34 (as defined
in Section 9.3(e)) (the "Common Stock Exercise Price").

     2.  FINANCIAL  ADVISOR'S  WARRANT  CERTIFICATES.  The  Financial  Advisor'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 Financial  Advisor's  Warrants  shall be
numbered and shall be registered on the books of the Company when issued.

     4. EXERCISE OF FINANCIAL ADVISOR'S WARRANT.


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                                       2


          4.1 METHOD OF EXERCISE. The Financial Advisor's Warrants initially are
     exercisable  at the Common Stock  Exercise  Price (subject to adjustment as
     provided in Section 11 hereof) per Financial Advisor'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 Financial  Advisor'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 at the Company's principal offices presently located
     at 12920 Automobile Boulevard,  Clearwater,  Florida, the registered holder
     of a Financial Advisor'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
     Financial  Advisor'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 Financial Advisor's  Warrants).  In the case of the purchase
     of less than all of the shares  purchasable  under any Financial  Advisor's
     Warrant  Certificate,  the Company  shall cancel said  Financial  Advisor's
     Warrant  Certificate  upon the  surrender  thereof  and shall  execute  and
     deliver a new Financial Advisor'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
     Financial  Advisor's  Warrant for cash  pursuant to Section 4.1,  Financial
     Advisor shall have the right to convert the Financial Advisor's Warrant (in
     whole but not in part) by the surrender of the Financial  Advisor's Warrant
     (with the annexed Form of Election to Convert) at the office of the Company
     at any time during the term of the Financial Advisor's Warrant, into shares
     of Common Stock as provided for in this Section 4.2.  Upon exercise of this
     conversion  right,  Financial  Advisor  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  Financial  Advisor's
          Warrant.

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

          (X) = the number of Shares  issuable  upon  exercise of the  Financial
          Advisor'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
     Financial Advisor's Warrant.

          Upon  conversion of the  Financial  Advisor's  Warrant,  the Financial
     Advisor 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 Financial  Advisor's
Warrant,  the issuance of  certificates  for  securities,  properties  or rights
underlying such Financial  Advisor'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.


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     The  Financial   Advisor's   Warrant   Certificates  and  the  certificates
representing  the  securities,  property or rights  issued upon  exercise of the
Financial  Advisor's  Warrant  shall be executed on behalf of the Company by the
manual  or  facsimile  signature  of the  then  present  President  or any  Vice
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.  Financial  Advisor's Warrant  Certificates
shall be dated the date of  execution  by the  Company  upon  initial  issuance,
division, exchange, substitution or transfer.

     6. TRANSFER OF FINANCIAL ADVISOR'S WARRANT. The Financial Advisor'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
Financial  Advisor  accompanied by proper evidence of succession,  assignment or
authority to transfer.  Upon any  registration  of transfer,  the Company  shall
execute and deliver the new Financial  Advisor's  Warrant to the person entitled
thereto.

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

     8. EXERCISE PRICE AND NUMBER OF SECURITIES. Except as otherwise provided in
Section 11 hereof,  each Financial  Advisor'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 Financial  Advisor'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 Financial
     Advisor's Warrant Certificate and each certificate  representing securities
     issuable upon exercise of the Financial  Advisor's  Warrant  (collectively,
     the  "Warrant  Shares")  shall bear the  following  legend  unless (i) such
     Financial Advisor'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   FINANCIAL   ADVISOR'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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                  THE TRANSFER OR EXCHANGE OF THE  FINANCIAL  ADVISOR'S  WARRANT
                  REPRESENTED  BY THE  CERTIFICATE  IS  RESTRICTED IN ACCORDANCE
                  WITH THE FINANCIAL  ADVISOR'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  Financial  Advisor's
     Warrants and/or the Warrant Shares of its intention to do so. If any of the
     Holders of the Financial  Advisor'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
     Financial  Advisor's Warrants and/or Warrant Shares the opportunity to have
     any such Financial  Advisor'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 proposes to sell, (b) SECOND, the securities held by
     the  entities  that  made the  demand  for  registration,  (c)  THIRD,  the
     Financial Advisor'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 Financial  Advisor's  Warrants and/or Warrant
     Shares on the basis of the number of Financial  Advisor's  Warrants  and/or
     Warrant Shares requested to be registered by such Holders,  and (d) FOURTH,
     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 Financial  Advisor's Warrants
     and/or Warrant Shares  representing a "Majority" (as hereinafter defined in
     Section 9.4(k) hereof) of the Financial  Advisor'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  Financial
     Advisor's  Warrant  and/or  Warrant  Shares who notify the  Company  within
     fifteen (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.



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          (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 Financial  Advisor's Warrants and/or Warrant
     Shares to all other registered Holders of the Financial  Advisor'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  Financial  Advisor'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 Financial  Advisor'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  Financial  Advisor's  Warrant  at such  Market  Price less the
     exercise price of such Financial  Advisor'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
     Financial Advisor'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 Financial Advisor'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 Financial Advisor'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 National Securities  Corporation or as otherwise required by the
     terms of any existing registration rights granted 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 Financial Advisor.  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.


<PAGE>
                                       8


          (k) For purposes of this  Agreement,  the term "Majority" in reference
     to the Financial Advisor's Warrants or Warrant Shares, shall mean in excess
     of fifty percent (50%) of the then outstanding Financial Advisor'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.

     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 Financial Advisor'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  Financial  Advisor'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 Financial Advisor'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  Financial  Advisor's  Warrant  then  outstanding  or to be
     outstanding  shall have the right thereafter  (until the expiration of such
     Financial  Advisor's  Warrant) to receive,  upon exercise of such Financial
     Advisor'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  Financial
     Advisor'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 Financial  Advisor'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  Financial
          Advisor's Warrant.

     12. EXCHANGE AND REPLACEMENT OF FINANCIAL  ADVISOR'S WARRANT  CERTIFICATES.
Each Financial Advisor'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 Financial  Advisor'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 Financial  Advisor'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 Financial Advisor'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 Financial  Advisor'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  Financial  Advisor'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  Financial   Advisor'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 Financial  Advisor'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  Financial  Advisor'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 Financial Advisor'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 Financial  Advisor'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 FINANCIAL  ADVISOR'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 Financial  Advisor'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



<PAGE>
                                       11


          (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;

     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 Financial Advisor'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 Financial Advisor may from time to time
supplement  or amend this  Agreement  without  the  approval  of any  holders of
Financial  Advisor's Warrant  Certificates (other than the Financial Advisor) 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 Financial  Advisor may deem necessary or desirable and
which the Company and the Financial  Advisor deem shall not adversely affect the
interests of the Holders of Financial Advisor'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  Financial  Advisor'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
Financial Advisor and any other registered  Holder(s) of the Financial Advisor'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 Financial Advisor'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: Todd Siegel
   Title:                                      Title: CEO



                                                 NATIONAL SECURITIES CORPORATION


                                             By:_______________________________
                                                Name: Steven A. Rothstein
                                                Title: CEO

<PAGE>
                                       13


                                    EXHIBIT A

                [FORM OF FINANCIAL ADVISOR'S WARRANT CERTIFICATE]

     THE FINANCIAL  ADVISOR'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 FINANCIAL  ADVISOR'S WARRANT REPRESENTED BY
THIS  CERTIFICATE  IS  RESTRICTED IN  ACCORDANCE  WITH THE  FINANCIAL  ADVISOR'S
WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                      5:00 P.M., NEW YORK TIME MAY 31, 2005

                         Financial Advisor's Warrant No.

                                  Issuable for

                         200,000 Shares of Common Stock

                               WARRANT CERTIFICATE

     This Warrant Certificate certifies that National Securities Corporation,  a
Washington  corporation,  is the  registered  holder  of  Warrants  to  purchase
initially at any time from November 15, 1999 until 5:00 p.m.,  New York time on,
May 31, 2005  ("Expiration  Date"), up to 200,000 shares of Common Stock, no par
value per share,  of the Company (the "Common  Stock"),  at an exercise price of
$0.34 per share (the "Common  Stock  Exercise  Price"),  upon  surrender of this
Financial Advisor'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 Financial  Advisor's  Warrant  Agreement dated as of May
31, 2000 among the Company and National  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  Financial  Advisor'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 Financial Advisor's Warrant evidenced hereby,
unless exercised prior thereto, shall thereafter be void.

     The Financial  Advisor's Warrant  evidenced by this Warrant  Certificate is
part of a duly authorized issue of Financial  Advisor'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 Financial
Advisor's Warrant.

<PAGE>
                                       14


     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 Financial Advisor'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 Financial  Advisor'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  Financial  Advisor's  Warrant
evidenced by this  Certificate,  the Company shall forthwith issue to the holder
hereof  a  new  Warrant  Certificate  representing  such  unexercised  Financial
Advisor'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.


<PAGE>
                                       15


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


Dated as of May 31, 2000.

ATTEST:                                     MEDICAL TECHNOLOGY SYSTEMS, INC.



By:___________________________              By:_______________________________
   Name:                                       Name: Todd Siegel
   Title:                                      Title:   CEO


<PAGE>
                                       16


             [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  Financial  Advisor's
Warrant  Agreement  dated as of May 31,  2000  among the  Company  and  National
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>
                                       17


                              [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>
                                       18


              [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  _________________,  2000 (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 Financial  Advisor's  Warrant  Agreement dated as of May 31, 2000 between
the Company and National 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.)