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                                       1


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

DATED:  January 2, 2001                                                    NO. I

                                 FORM OF WARRANT

                        MEDICAL TECHNOLOGY SYSTEMS, INC.


            Warrant to Purchase 80,000 Shares, Subject to Adjustment,
                    of Common Stock, par value $.01 per share

                   VOID AFTER 5:00 P.M., EASTERN STANDARD TIME

                    ON JANUARY 2, 2004 OR SUCH LATER DATE AS

                     DESCRIBED IN THE FIRST PARAGRAPH BELOW

     This certifies that, for value received,  deJong & Associates or registered
assigns the ("Holder"), is entitled to purchase from Medical Technology Systems,
Inc., a Delaware  corporation (the  "Company"),  80,000 shares (the "Shares") of
the Company's Common Stock, par value $.01 per share (the "Common Stock"),  at a
price of $1.06 per Share  (the  "Exercise  Price")  for  three  years  after the
warrant becomes exercisable with respect to such shares (the "Exercise Period"),
subject to the terms, conditions, and adjustments set forth in this warrant (the
"Warrant").

     1.  Vesting and  Exercise of  Warrants.  This  Warrant will vest and may be
exercised  in whole or in part by the Holder as  follows:  (a)  thirty  thousand
(30,000)  shares on April 1, 2001,  providing  the Holder has not  terminated  a
certain  Consulting  Agreement  dated  January 2, 2001 between the Holder an the
Company  pursuant to Section 3.1 of that  agreement;  (b)  twenty-five  thousand
(25,000)  shares on the date that the closing market price (as defined below) of
the  Company's  Common  Stock  reaches  $2.00,  providing  the  Holder  has  not
terminated  a certain  Consulting  Agreement  dated  January 2, 2001 between the
Holder and the Company  pursuant to Section 3.1 of that  agreement;  (c) fifteen
thousand  (15,000)  shares on the date that the closing market price (as defined
below) of the Company's Common Stock reaches $2.50, providing the Holder has not
terminated  a certain  Consulting  Agreement  dated  January 2, 2001 between the
Holder and the Company  pursuant to Section 3.1 of that  agreement;  and (d) ten
thousand  (10,000) shares on the date the market price (as defined below) of the
Company's Common Stock reaches $3.00,  providing the Holder has not terminated a
certain  Consulting  Agreement  dated January 2, 2001 between the Holder and the
Company  pursuant  to  Section  3.1 of that  agreement,  upon  presentation  and
surrender  hereof,  with the  Purchase  Form  attached  hereto as Exhibit A duly
executed,  at the office of the Company located at 12920  Automobile  Boulevard,
Clearwater,  Florida  33762,  accompanied  by full payment of the Exercise Price
multiplied by the number of Shares of the Company being purchased (the "Purchase
Price"),  whereupon the Company shall cause the appropriate  number of Shares to


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                                       2


be issued and shall  deliver to the Holder,  within 10 days of  surrender of the
Warrant,  a  certificate  representing  the Shares  being  purchased.  Upon each
partial exercise  hereof,  a new Warrant  evidencing the remainder of the Shares
will be issued to the Holder,  at the Company's  expense,  as soon as reasonably
practicable,  at the same Exercise Price, for the same Exercise  Period(s),  and
otherwise on the same terms and conditions as the Warrant  partially  exercised.
The Purchase Price shall be payable by delivery of a certified or bank cashier's
check payable to the Company, or by wire transfer of immediately available funds
to an  account  designated  in  writing  by the  Company,  in the  amount of the
Purchase  Price,  or, if the  Company's  Common  Stock is listed on a securities
exchange  or  market,  in the  manner set forth in the  following  paragraph  if
requested by the Holder in the Purchase Form. The Holder shall be deemed for all
purposes  to have  become  the  holder of record  of  Shares so  purchased  upon
exercise  of this  Warrant as of the close of  business  on the date as of which
this Warrant,  together with a duly executed Purchase Form, was delivered to the
Company and payment of the Purchase  Price was made,  regardless  of the date of
delivery of any certificate representing the Shares so purchased, except that if
the Company were subject to any legal  requirements  prohibiting it from issuing
shares of Common  Stock on such date,  the Holder shall be deemed to have become
the record  holder of such  Shares on the next  succeeding  date as of which the
Company ceased to be so prohibited.

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

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

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                                       3

     3. Rights and Obligations of Warrant Holders.

          (a) This  Warrant  does not  confer  upon the  Holder  any rights as a
     shareholder of the Company,  either at law or in equity.  The rights of the
     Holder are limited to those expressed herein and the Holder,  by acceptance
     hereof,  consents  to and agrees to be bound by and to comply  with all the
     provisions  of this  Warrant.  Each Holder,  by acceptance of this Warrant,
     agrees that the Company and its transfer  agent,  if any, may, prior to any
     presentation of this Warrant for  registration of transfer,  deem and treat
     the person in whose name this Warrant is registered as the absolute,  true,
     and lawful owner of this Warrant for all  purposes  whatsoever  and neither
     the Company nor any  transfer  agent shall be affected by any notice to the
     contrary.

          (b) In  addition  to the right to exercise  this  Warrant,  the Holder
     shall have the right to convert  the  Warrant (in whole but not in part) by
     the  surrender  of the  Warrant  at the  office of the  Company at any time
     during the term of the Warrant, into shares of Common Stock as provided for
     in this Section.  Upon exercise of this conversion  right, the Holder 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 of one share of Common  Stock on the date
          of conversion of the Warrant.

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

               (X) = the number of Shares issuable upon exercise of the 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 Warrant.

               Upon  conversion of the Warrant,  the Holder shall be entitled to
          receive a  certificate  for the  number  of  shares  of  Common  Stock
          determined under this Section.

     4.  Covenants  and  Warranties  of the Company.  The Company  covenants and
agrees that (i) any and all Shares that are issued and  delivered  upon exercise
of this Warrant and payment of the Purchase Price will,  upon delivery,  be duly
authorized, validly issued, fully-paid, and nonassessable shares of Common Stock
and (ii) the Company shall at all times during the Exercise  Period  reserve and
keep  available  a number of  authorized  but  unissued  shares of Common  Stock
sufficient to permit the exercise in full of this Warrant. The Company will take
all such  actions as may be  necessary to assure that all shares of Common Stock
may be so issued  without  violation  by the  Company of any  applicable  law or
government  regulation or any requirement of any securities  exchange upon which
shares of Common Stock may be listed  (except for  official  notice of issuance,
which the Company will transmit promptly upon issuance of such shares).

     The Company  represents  and warrants that (i) the Company is a corporation
duly  organized,  validly  existing,  and of active status under the laws of the
State of  Florida,  (ii) the  Company  has all  requisite  corporate  power  and
authority to issue this Warrant and to consummate the transactions  contemplated
hereby,  and such issuance and consummation  will not conflict with, result in a
material breach of,  constitute a material default under, or material  violation
of any provision of the Company's  Articles of Incorporation  or Bylaws,  or any
law or  regulation  of  any  governmental  authority  or  any  provision  of any
agreement,  judgment,  or decree  affecting  the Company and (iii) all corporate
action  required to be taken by the Company in connection with the execution and
delivery  of this  Warrant  and the  performance  of the  Company's  obligations
hereunder has been taken.

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                                       4


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

     6. Adjustment.  The number of Shares  purchasable upon the exercise of this
Warrant and the Exercise Price per Share are subject to adjustment  from time to
time as provided in this Section 6.

               (a) Subdivision or Combination of Shares. If the Company shall at
          any time  subdivide  its  outstanding  shares of Common  Stock  into a
          greater number of shares  (including a stock split effected as a stock
          dividend)  or combine its  outstanding  shares of Common  Stock into a
          lesser number of shares,  the number of Shares  issuable upon exercise
          of this  Warrant  shall be  adjusted  to such number as is obtained by
          multiplying  the  number  of shares  issuable  upon  exercise  of this
          Warrant  immediately  prior to such  subdivision  or  combination by a
          fraction,  the numerator of which is the aggregate number of shares of
          Common  Stock  outstanding  immediately  after  giving  effect to such
          subdivision  or  combination  and  the  denominator  of  which  is the
          aggregate  number of shares of Common  Stock  outstanding  immediately
          prior to such  subdivision or combination,  and the Exercise Price per
          Share shall be correspondingly  adjusted to such amount as shall, when
          multiplied by the number of Shares issuable upon full exercise of this
          Warrant (as  increased or decreased  to reflect  such  subdivision  or
          combination  of  outstanding  shares of Common Stock,  as the case may
          be),  equal  the  product  of the  Exercise  Price per Share in effect
          immediately prior to such subdivision or combination multiplied by the
          number of Shares  issuable upon  exercise of this Warrant  immediately
          prior to such subdivision or combination.

               (b) Effect of Sale,  Merger,  or  Consolidation.  If any  capital
          reorganization  or  reclassification  of  the  capital  stock  of  the
          Company,  or  consolidation  or merger  of the  Company  with  another
          corporation,  or sale  of all or  substantially  all of the  Company's
          assets to another  corporation shall be effected after the date hereof
          in such a way that  holders  of  Common  Stock  shall be  entitled  to
          receive  stock,  securities,  or assets with respect to or in exchange
          for  Common  Stock,  then,  as a  condition  of  such  reorganization,
          reclassification,  consolidation, merger, or sale, lawful and adequate
          provision  shall be made whereby the Holder shall  thereafter have the
          right to  purchase  and  receive,  upon the  basis  and the  terms and
          conditions  specified  in  this  Warrant  and in  lieu  of the  Shares
          immediately  theretofore  purchasable and receivable upon the exercise
          of this Warrant, such shares of stock, securities, or assets as may be
          issued or  payable  with  respect  to or in  exchange  for a number of
          outstanding  shares of Common  Stock  equal to the number of shares of
          Common Stock immediately  theretofore  purchasable and receivable upon
          the  exercise  of  this  Warrant,  and in any  such  case  appropriate
          provision  shall be made with  respect to the rights and  interests of
          the Holder to the end that the provisions of this Warrant  (including,
          without  limitation,  provisions for adjustments of the Exercise Price
          and of the  number  of  Shares  issuable  upon  the  exercise  of this
          Warrant) shall thereafter be applicable, as nearly as may be possible,
          in relation to any shares of stock,  securities  or assets  thereafter
          deliverable  upon the exercise of this Warrant.  The Company shall not
          effect any such  consolidation,  merger,  or sale  unless  prior to or
          simultaneously with the consummation thereof the successor corporation
          (if other  than the  Company)  resulting  from such  consolidation  or
          merger or the  corporation  purchasing  such assets shall  assume,  by
          written  instrument  executed and  delivered to the Holder at its last
          address  appearing  on the books of the  Company,  the  obligation  to
          deliver to the Holder such shares of stock,  securities  or assets as,
          in accordance with the foregoing sentence,  the Holder may be entitled
          to purchase.


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                                       5


               (c) Issuance of Common Stock Below Exercise Price. If the Company
          shall  issue  or sell  shares  of  Common  Stock or  rights,  options,
          warrants,  or convertible or  exchangeable  securities  containing the
          right to subscribe  for or purchase  shares of Common  Stock  ("Common
          Stock  Equivalents")  pursuant  to the  exercise  of any Common  Stock
          Equivalents  outstanding  on the  date of the  Note  under  any of the
          Company's  employee  benefit  plans),  at a price  per share of Common
          Stock  (determined,  in the  case  of  Common  Stock  Equivalents,  by
          dividing   (A)  the  total  amount   receivable   by  the  Company  in
          consideration   of  the   issuance  and  sale  of  such  Common  Stock
          Equivalent,  plus the total consideration  payable to the Company upon
          exercise,  conversion, or exchange thereof, by (B) the total number of
          shares of Common Stock covered by such Common Stock Equivalent),  that
          is lower  (calculated  the  date of such  sale or  issuance)  than the
          Exercise Price, or for no consideration, then:

                    (i) in each  case the  number  of  shares  of  Common  Stock
               thereafter issuable upon the exercise of this Warrant (whether or
               not  presently  exercisable)  shall  be  increased  in  a  manner
               determined  by  multiplying  the number of shares of Common Stock
               issuable upon the exercise of the Warrant by a fraction, of which
               the  numerator  shall be the  number of  shares  of Common  Stock
               outstanding  immediately  prior to the sale or issuance  plus the
               number  of   additional   shares  of  Common  Stock  offered  for
               subscription   or  purchase  or  to  be  issued  upon   exercise,
               conversion,  or exchange of such Common Stock Equivalent,  and of
               which  the  denominator  shall be the  number of shares of Common
               Stock outstanding  immediately prior to the sale or issuance plus
               the  number  of  shares  of  Common  Stock  that  the  "aggregate
               consideration  to be received by the Company" (as defined  below)
               in connection  with such sale or issuance  would  purchase at the
               Exercise  Price.   For  the  purpose  of  such   adjustments  the
               "aggregate  consideration to be received by the Company" shall be
               the  consideration  received by the Company for such Common Stock
               or Common Stock  Equivalents,  plus any consideration or premiums
               stated in the Common Stock  Equivalents to be paid for the shares
               of Common Stock covered thereby; and

                    (ii) in each case the Exercise  Price will be reduced to the
               price  calculated  by dividing  (A) an amount equal to the sum of
               (1) the number of shares of Common Stock outstanding  immediately
               before such  issuance  or sale  multiplied  by the then  existing
               Exercise  Price  plus (2) the  aggregate  consideration,  if any,
               received by the Company  upon such  issuance or sale,  by (B) the
               total  number of shares of Common Stock  outstanding  immediately
               after such  issuance  or sale plus the number of shares of Common
               Stock issuable upon the exercise,  conversion, or exchange of any
               Common Stock  Equivalents  issued or sold in the  transaction for
               which the Company is making this adjustment.

               If the  Company  shall  issue or sell  shares of Common  Stock or
          Common Stock Equivalents for a consideration  consisting,  in whole or
          in part,  of  property  other  than  cash or its  equivalent,  then in
          determining   the   "price   per  share  of  Common   Stock"  and  the
          "consideration"  receivable  by or payable to the Company for purposes
          of this Section  6(c),  the Board of  Directors  of the Company  shall
          determine,  in good  faith,  the fair value of such  property.  If the
          Company shall issue and sell Common Stock  Equivalents,  together with
          one or more  other  securities  as part of a unit at a price per unit,
          then in  determining  the  "price  per share of Common  Stock" and the
          "consideration"  receivable  by or payable to the Company for purposes
          of this Section  6(c),  the Board of  Directors  of the Company  shall
          determine,  in  good  faith,  the  fair  value  of  the  Common  Stock
          Equivalents then being sold as part of such unit.



<PAGE>
                                       6


               (d) If any event occurs as to which the  preceding  Sections 6(a)
          through (c) are not strictly  applicable,  but as to which the failure
          to make any adjustment  would not fairly  protect the purchase  rights
          represented  by this Warrant in accordance  with the essential  intent
          and  principles  of this  Warrant,  as determined by the Company or as
          requested by the Holder in  accordance  with the notice  provisions of
          Section  12,  then,  in each such case,  the Company  shall  select an
          independent investment bank or firm of independent public accountants,
          such investment bank or firm of independent  public  accountants to be
          selected from a group of three nationally  recognized investment banks
          or firms of public accountants  chosen by the Holder,  which will give
          its opinion as to the adjustment,  if any, on a basis  consistent with
          the essential intent and principles  established in this Warrant. Upon
          receipt of such opinion,  the Company will promptly  deliver a copy of
          such opinion to the Holder and will make the adjustments  described in
          such  opinion.  The  fees  and  expenses  of such  investment  bank or
          independent  public  accountants will be borne by the Company.  If the
          adjustment  is requested by the Holder,  however,  and the  investment
          bank or firm of independent public accountants selected by the Company
          pursuant to this paragraph determines that no adjustment is necessary,
          then the fees and expenses  described in the preceding  sentence shall
          be borne by the Holder.

               (e) Notice to Holder of Adjustment. Whenever the number of Shares
          purchasable  upon  exercise of this Warrant or the Exercise  Price per
          Share is adjusted as herein  provided,  the Company  shall cause to be
          mailed to the Holder within 5 days of such  adjustment,  in accordance
          with the  provisions of Section 12, notice  setting forth the adjusted
          number of Shares  purchasable upon the exercise of the Warrant and the
          adjusted   Exercise  Price  and  showing  in  reasonable   detail  the
          computation of the adjustment and the facts upon which such adjustment
          is based.

               (f) Notices to Holder of Certain Events. If at any time after the
          date hereof:

                    (i)  the  Company   shall  declare  any  dividend  or  other
               distribution upon or with respect to the Common Stock,  including
               any  dividend  payable in cash,  shares of Common  Stock or other
               securities  of the Company;  or

                    (ii) the Company shall offer for subscription to the holders
               of its Common Stock any  additional  shares of stock of any class
               or any other  securities  convertible  into  Common  Stock or any
               rights to subscribe thereto; or

                    (iii)  there  shall  be  any   capital   reorganization   or
               reclassification  of the capital stock of the Company (other than
               a change in par value, or from par value to no par value, or from
               no par  value to par value or as  result  of the  subdivision  or
               combination  of  shares),  or any  conversion  of the Shares into
               securities  of  another   corporation,   or  a  sale  of  all  or
               substantially   all  of  the   assets  of  the   Company,   or  a
               consolidation  or merger of the Company with another  corporation
               (other  than a merger with a  subsidiary  in which the Company is
               the  continuing  corporation  and  which  does not  result in any
               reclassification  or change of the Shares  issuable upon exercise
               of the Warrants); or

                    (iv) there shall be a voluntary or involuntary  dissolution,
               liquidation, or winding up of the Company;

               then,  in any one or more of said cases,  the Company shall cause
          to be mailed to the  Holder,  not less than 15 days  before any record
          date or other date set for the  definitive  action,  written notice of
          the date upon which the books of the  Company  shall close or a record
          shall  be  taken  for  purposes  of  such  dividend,  distribution  or
          subscription    rights   or   upon    which    such    reorganization,
          reclassification,    conversion,    sale,    consolidation,    merger,
          dissolution,  liquidation or winding up shall take place,  as the case
          may be. Such notice  shall also set forth facts as shall  indicate the
          effect of such  action (to the extent  such effect may be known at the
          date of such  notice)  on the number of Shares and the kind and amount
          of the shares of stock and other  securities and property  deliverable
          upon exercise of the Warrants. Such notice shall also specify the date
          as of which the holder of record of the shares of Common  Stock  shall
          participate in such dividend,  distribution, or subscription rights or
          shall be  entitled  to  exchange  their  shares  of  Common  Stock for
          securities or other  property  deliverable  upon such  reorganization,
          reclassification,    conversion,    sale,    consolidation,    merger,
          dissolution,  liquidation, or winding up, as the case may be (on which
          date  in  the  event  of   voluntary   or   involuntary   dissolution,
          liquidation,  or winding up of the Company,  the right to exercise the
          Warrants shall terminate).

<PAGE>
                                       7


     7. Piggy-Back Registration.

          (a) If the Company shall,  at any time prior to the expiration of this
     Warrant,  authorize a registration  of its Common Stock with the Securities
     and Exchange  Commission (the "SEC"),  the Company shall furnish the Holder
     with at least 30 days prior  written  notice  thereof and the Holder  shall
     have the option to include  the Shares to be issued to the Holder  upon the
     exercise of this Warrant in such registration  statement.  The Holder shall
     exercise the  "piggy-back  registration  rights"  granted  pursuant to this
     Section 7 by giving  written  notice to the  Company  within 20 days of the
     receipt of the written notice from the Company described above.

          (b) Notwithstanding any other provision of this Warrant, the Company's
     obligations  under this Section 7 shall be subject to the  following  terms
     and conditions:

               (i) The obligations of the Company set forth under this Section 7
          shall  not arise  upon the  filing of a  registration  statement  that
          covers any of the following:  (A) securities  proposed to be issued in
          exchange for assets or  securities  of another  corporation;  (B) debt
          securities not convertible into, or exchangeable for, shares of Common
          Stock;   (C)  securities  to  be  issued  pursuant  to  a  transaction
          registered on Form S-4 (or any  registration  form  promulgated by the
          SEC in substitution of that form); or (D) a stock option, stock bonus,
          stock  purchase,  or other employee  benefit or  compensation  plan or
          securities issued or issuable pursuant to any such plan.

               (ii) If the Company files a registration  statement in connection
          with an  underwritten  public  offering of Common  Stock,  the Company
          shall use its best  efforts to cause the managing  underwriter  of the
          proposed  offering  to grant any  request  by the Holder  that  Shares
          purchased  by the Holder upon the exercise of this Warrant be included
          in the  proposed  public  offering  on terms and  conditions  that are
          customary under industry practice. Notwithstanding any other provision
          of this Agreement,  if the managing underwriter of the public offering
          of the Common Stock gives  written  notice to the Company that, in the
          reasonable  opinion of such managing  underwriter,  marketing  factors
          require a limitation  of the total number of shares of Common Stock to
          be  underwritten,  then the number of Shares  purchased  by the Holder
          upon the exercise of this Warrant that the Company  shall be obligated
          to  include  in  the  registration   statement  shall  be  reduced  in
          accordance with the limitations imposed by the managing underwriter.

               (iii) The Holder must provide to the Company all information, and
          take all  action,  the  Parent  reasonably  requests  with  reasonable
          advance  notice,  to enable it to comply  with any  applicable  law or
          regulation or to prepare the  registration  statement  that will cover
          the Shares that will be included in the registration.

<PAGE>
                                       8


          (c) The Company will pay all Registration  Expenses (as defined below)
     in connection with the  registration of the Shares pursuant to this Section
     7. For purposes of this Warrant,  the term  "Registration  Expenses"  shall
     mean all expenses incurred by the Company in complying with this Section 7,
     including,  without limitation,  all registration and filing fees, exchange
     listing fees, printing expenses,  fees and disbursements of counsel for the
     Company,  state Blue Sky fees and expenses,  transfer  agent fees,  cost of
     engraving  of  stock   certificates,   costs  for  mailing  and   tombstone
     advertising,   cost  of  preparing  the  registration  statement,   related
     exhibits,  amendments  and  supplements  thereto,  underwriting  documents,
     selected dealer  agreements,  preliminary and final  prospectuses,  and the
     expense  of  any  special  audits  incident  to or  required  by  any  such
     registration,  but excluding underwriting discounts and selling commissions
     attributable  to the Shares and the fees and  expenses of the  Holder's own
     counsel and accountants, which shall be borne by the Holder.

     8. Indemnification and Notification.

          (a) The Company will  indemnify  and hold harmless the Holder from and
     against any and all losses,  claims,  damages,  expenses,  and  liabilities
     caused  by  any  untrue  statement  of a  material  fact  contained  in any
     registration statement or contained in a prospectus furnished thereunder or
     caused by any  omission  to state a  material  fact  necessary  to make any
     statement  therein  not  misleading.   The  foregoing  indemnification  and
     agreement  to hold  harmless  shall not  apply,  however,  insofar  as such
     losses, claims, damages,  expenses, and liabilities are caused by an untrue
     statement or omissions based upon  information  furnished in writing to the
     Company by the Holder  expressly for use in any  registration  statement or
     prospectus.

          (b) The  Holder  will  indemnify  the  Company,  and each  person  who
     controls the Company  within the meaning of Section 15 of the Act, from and
     against any and all losses,  claims,  damages,  expenses,  and  liabilities
     caused  by  an  untrue  statement  of a  material  fact  contained  in  any
     registration statement or contained in a prospectus furnished thereunder or
     caused  by an  omission  to state a  material  fact  necessary  to make any
     statement therein not misleading insofar as such losses,  claims,  damages,
     expenses,  and  liabilities  are caused by an untrue  statement or omission
     based upon  information  furnished  in writing to the Company by the Holder
     expressly for use in any registration statement or prospectus.

          (c) Each  indemnified  party promptly  shall notify each  indemnifying
     party of any claim asserted or action commenced  against it that is subject
     to the indemnification provisions of this Section, but failure to so notify
     an  indemnifying  party will not  relieve the  indemnifying  party from any
     liability pursuant to these indemnity  provisions or otherwise,  unless and
     only to the extent that the  failure  materially  prejudices  the rights or
     obligations  of the  indemnifying  party.  Without  limiting  what might be
     materially  prejudicial  to  an  indemnifying  party,  the  failure  of  an
     indemnified  party to notify an indemnifying  party of a lawsuit within ten
     days after the date when the indemnified party is served with a copy of the
     complaint,  petition,  or other pleading asserting the indemnifiable  claim
     will be considered materially  prejudicial to the rights and obligations of
     any  indemnifying  party  who  was  not  also  served  with a  copy  of the
     complaint, petition, or other pleading asserting the indemnifiable claim.

          The  indemnifying  party may  participate  at its own  expense  in the
     defense,  or, if the indemnifying party so elects within a reasonable time,
     the  indemnifying  party may assume the  defense,  of any action  commenced
     against the indemnified party that is the subject of indemnification  under
     this Section.  If the indemnifying party elects to assume the defense of an
     indemnified action,  however, the indemnifying party shall engage to defend
     the action legal counsel reasonably  satisfactory to the indemnified party.
     If the  indemnifying  party elects to assume the defense of any indemnified
     action,  the  indemnified  party,  and  each  controlling  person  who is a
     defendant  in the  action,  will be  entitled  to employ  separate  counsel
     participate in the defense of the action at its own expense.


<PAGE>
                                       9


          An indemnified  party shall not settle an indemnified  claim or action
     without  the  prior  written  consent  of the  indemnifying  party  and the
     indemnifying  party will not be liable for any settlement  made without its
     consent.  The indemnifying party shall notify the indemnified party whether
     or not it will  consent to a proposed  settlement  within ten days after it
     receives  from the  indemnified  party notice of the  proposed  settlement,
     summarizing  all the terms and conditions of settlement.  The  indemnifying
     party's failure to notify the indemnified  party within that ten-day period
     whether or not it consents to the proposed  settlement  will constitute its
     consent to the proposed settlement.

          This indemnity does not apply to any untrue statement or omission,  or
     any alleged  untrue  statement or omission  that was made in a  preliminary
     prospectus  but remedied or eliminated in the final  prospectus  (including
     any amendment or supplement to it), if a copy of the definitive  prospectus
     (including  any  amendment or supplement to it) was delivered to the person
     asserting  the claim at or before the time required by the  Securities  Act
     and the delivery of the definitive  prospectus  (including any amendment or
     supplement  to it)  constitutes  a  defense  to the claim  asserted  by the
     person.

     9. No  Impairment.  The Company will not by any action  including,  without
limitation,  amending or  permitting  the  amendment  of the charter  documents,
bylaws,  or similar  instruments  of the Company or through any  reorganization,
reclassification,  transfer of assets,  consolidation,  merger,  share exchange,
dissolution, issue or sale of securities, or any other similar voluntary action,
avoid or seek to avoid the observance or performance of any of the express terms
of this Warrant,  but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such  actions as may be  necessary to
protect  the  rights of the  Holder  against  impairment  or  dilution.  Without
limiting the  generality  of the  foregoing,  the Company will (i) take all such
action as may be reasonably  necessary in order that the Company may validly and
legally issue fully paid and nonassessable  shares of Common Stock upon exercise
of the Warrant, free and clear of all liens, encumbrances,  equities, and claims
and  (ii)  use  all  reasonable  efforts  to  obtain  all  such  authorizations,
exemptions, or consents from any public regulatory body having jurisdiction over
the Company as may be necessary to enable the Company to perform its obligations
under this Warrant.

     10. Dilution Fee. If, during the Exercise Period, the Company pays any cash
dividends  or makes  any cash  distribution  to any  holder  of any class of its
Common Stock with respect to such Common  Stock and the Exercise  Price  exceeds
the Market Price, then the Holder of this Warrant will be entitled to receive in
respect of this Warrant a dilution fee in cash (the "Dilution  Fee") on the date
of payment of such dividend or distribution, which Dilution Fee will be equal to
the  amount per share paid to the  holders of Common  Stock  times the number of
Shares currently exercisable under this Warrant.

     11.  Survival.  The various rights and obligations of the Holder and of the
Company as set forth in Sections 4 and 5 hereof  shall  survive the  exercise of
this Warrant and the surrender of this instrument upon such exercise.

     12. Notice. All notices required by this Warrant to be given or made by the
Company shall be given or made by first class mail,  postage prepaid,  addressed
to the  registered  Holder  hereof at the address of such Holder as shown on the
books of the Company.

     13. Loss or Destruction.  Upon receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and,  in the  case of any  loss,  theft  or  destruction,  upon  delivery  of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
and its counsel,  or, in the case of any such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.


<PAGE>
                                       10


     14. Miscellaneous.

          (a) Neither this  Warrant nor any term hereof may be changed,  waived,
     discharged,  or terminated except by a written  instrument  executed by the
     Company and the Holder.

          (b) This Warrant  shall be governed by, and  construed and enforced in
     accordance with, the internal laws of the State of Florida,  without regard
     to principles of conflicts of laws thereof.

          (c) Each  provision of this  Warrant  shall be  interpreted  in such a
     manner as to be effective, valid, and enforceable under applicable law, but
     if any  provision  of  this  Warrant  is held to be  invalid,  illegal,  or
     unenforceable  under any applicable law or rule in any  jurisdiction,  such
     provision  will be  ineffective  only  to the  extent  of such  invalidity,
     illegality, or unenforceability in such jurisdiction,  without invalidating
     the remainder of this Warrant in such  jurisdiction or any provision hereof
     in any other jurisdiction.

          (d) No course of dealing or delay or  failure  to  exercise  any right
     hereunder on the part of the Holder shall operate as a waiver of such right
     or otherwise prejudice the Holder's rights, power, or remedies.

          (e) The Company  shall pay all expenses  incurred by it in  connection
     with, and all documentary  stamp and other taxes (other than stock transfer
     taxes) and other  governmental  charges  that may be imposed in respect of,
     the issue,  sale and delivery of this Warrant and the Shares  issuable upon
     the exercise hereof.

          (f) This  Warrant and the rights  evidenced  hereby shall inure to the
     benefit of and be binding  upon the  successors  and assigns of the Company
     and the successors and permitted assigns of the Holder.

     15. Further Assurances.  The Company agrees that it will execute and record
such documents as the Holder shall  reasonably  request to secure for the Holder
any of the rights represented by this Warrant.

     IN WITNESS  WHEREOF the  Company has caused this  Warrant to be executed by
its duly authorized officer as of the ______________________.


                                           MEDICAL TECHNOLOGY SYSTEMS, INC.


                              By: ______________________________________________

                              Name: ____________________________________________

                              Title:  __________________________________________


<PAGE>
                                       11


                                   EXHIBIT "A"

                                  PURCHASE FORM

     To be executed  upon  exercise of the Warrant.  Capitalized  terms have the
same meanings ascribed to them in the Warrant.

TO:   MEDICAL TECHNOLOGY SYSTEMS, INC.

     The undersigned hereby exercises the right to purchase _____________ Shares
of Common Stock evidenced by the Warrant,  according to the terms and conditions
thereof, and hereby makes payment of the Purchase Price. If the Company's Common
Stock is listed on a securities exchange or market, the undersigned [does] [does
not] choose to pay the  Purchase  Price  pursuant to a cashless  exercise of the
Warrant.  The  undersigned  requests that  certificates  for the Shares shall be
issued in the name set forth below:

Dated:  _______________________     Name:  _____________________________________

                                    ____________________________________________
                                    (Address)

                                    ____________________________________________

                                    Social Security No. ________________________
                                    or other identifying number



<PAGE>
                                       12


                                   EXHIBIT "B"

                                   ASSIGNMENT

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

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


_________________________________ ("Assignee")
(Name)

_________________________________
(Address)


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

Date:  ______________________       Assignor:


                                    By:  _______________________________________

                                    Its: _______________________________________

                                    Signature: _________________________________