Noncompetition And Nonsolicitation Agreement - MTS MEDICATION TECHNOLOGIES, INC /DE/ - 11-13-1998

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Noncompetition And Nonsolicitation Agreement - MTS MEDICATION TECHNOLOGIES, INC /DE/ - 11-13-1998 Powered By Docstoc
					1 NONCOMPETITION AND NONSOLICITATION AGREEMENT THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT ("Agreement") entered into this 11th day of September, 1998, by and between MEDICAL TECHNOLOGY LABORATORIES, INC., a Florida corporation (the "Company") and James L. McKeown, Sr. (the "Executive"). BACKGROUND Simultaneously with the execution of this Agreement, the Company is acquiring certain assets of Community Clinical Laboratories, Inc. (the "Seller") pursuant to the Asset Acquisition Agreement between the Company and the Seller, dated August 4, 1998 (the "Acquisition Agreement"). The Executive is the owner, directly or indirectly, of the common stock of the Seller, has an interest in the business of the Seller and is an employee of the Seller. In connection with the purchase of the Seller's assets and in accordance with the Acquisition Agreement, the Company wishes to obtain assurances that the Executive's ability to compete with it is restricted. The Executive acknowledges that the restrictive covenants contained in this Agreement are reasonably necessary to protect the Company's business, trade secrets and its relationships with its customers. The Executive is willing to accept such restrictions on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows: TERMS 1. Competitive Business. The Executive agrees that, as of the date of this Agreement and continuing for a period of 36 months thereafter, in the following Florida counties: Pinellas, Hillsborough, Pasco, Manatee, Sarasota, Polk, Lee, Hernando, Citrus, Lake, Orange, DeSoto, Hardee, Osceola, Seminole, Brevard, Marion, Alachua and Volusia, the Executive shall not, directly or indirectly or on behalf of himself or any other person or entity: (a) hire, or attempt to hire, any employee of the Company or person on assignment from the Company or otherwise encourage any employee of the Company or person on assignment to leave employment or terminate an assignment with the Company; (b) accept, perform, or supervise the full or partial duties of any position in any company or entity that is in competition with the Company, except that Executive may take a position solely as a laboratory director with another laboratory; or (c) in any manner or at any time encourage any person, firm, corporation, or any business entity that is a customer of the Company to cease doing business with the Company. MTL agrees Executive may own a phlebotomy service.

2 2. Confidentiality; Disclosure; Proprietary Information. The Executive recognizes and acknowledges that all records with respect to customers currently served by the Seller and that will be served by the Company following the execution of the Acquisition Agreement, or with respect to other employees of the Seller or the Company and lists of customers of the Seller or the Company and all personal, financial, and business information of the customers are valuable, special and unique and proprietary assets of the Company following the execution of the Acquisition Agreement. The Executive agrees that he will not at any time, (i) disclose any list of customers or any personal, financial, or business information about the customers, or any other records pertaining to the customers, to any person, firm, corporation, association, or other entity or (ii) utilize such information for any purpose competitive to the Company. 3. Consideration. In exchange for the consideration received by the executive as part of the sale of assets pursuant to the

2 2. Confidentiality; Disclosure; Proprietary Information. The Executive recognizes and acknowledges that all records with respect to customers currently served by the Seller and that will be served by the Company following the execution of the Acquisition Agreement, or with respect to other employees of the Seller or the Company and lists of customers of the Seller or the Company and all personal, financial, and business information of the customers are valuable, special and unique and proprietary assets of the Company following the execution of the Acquisition Agreement. The Executive agrees that he will not at any time, (i) disclose any list of customers or any personal, financial, or business information about the customers, or any other records pertaining to the customers, to any person, firm, corporation, association, or other entity or (ii) utilize such information for any purpose competitive to the Company. 3. Consideration. In exchange for the consideration received by the executive as part of the sale of assets pursuant to the Acquisition Agreement, the executive agrees to the covenants set forth in Sections 1 and 2 of this Agreement. 4. Covenants Independent and Separable. Each of the covenants set forth in Sections 1 and 2 of this Agreement are independent of any other provision in this Agreement. The existence of any claim or cause of action by the Executive against the Seller or the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. If any part of Section 1 or 2 is held to be invalid or unenforceable in any respect, the parties agree that such part shall be modified to permit its enforcement to the maximum extent permitted by applicable law, and the remaining parts shall be unaffected by any such modification. 5. Irreparable Injury. The Executive agrees that a breach of any of the covenants set forth in Sections 1 or 2 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive further agrees that, in the event of such a breach, the Company shall be entitled to immediate injunctive relief to prevent such violation or continued violation, without having to prove damages, and the Company shall be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred by the Company in enforcing said covenants, in addition to any other remedies to which the Company may be entitled at law or in equity.

3 6. Accounting. The Executive covenants and agrees that, if he violates any of the covenants or agreements set forth in Sections 1 or 2 of this Agreement, the Company shall be entitled to an accounting and repayment of all profits, compensation, commission, remuneration, or other benefits that the Executive has realized, directly or indirectly, or may realize as a result of, growing out of, or in connection with, any such violation. These remedies shall be in addition to, and not in limitation of, any injunctive relief or other rights or remedies to which the Company may be entitled at law, in equity, or under this Agreement. 7. Arbitration; Consent to Jurisdiction and Venue. All controversies, claims, disputes, and matters in question arising out of, or related to, this Agreement or the breach of this Agreement, or the relations between the parties to this Agreement, shall be decided by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitration shall take place exclusively in Clearwater, Florida, and shall be governed by the substantive law of Florida. Any award rendered by the arbitrator shall be final, and final judgment may be entered upon the parties in accordance with applicable law in any court having jurisdiction, including a federal district court, pursuant to the Federal Arbitration Act. The arbitrator may grant the Company injunctive relief, including mandatory injunctive relief, to protect the rights of the Company, but the arbitrator shall not be limited to such

3 6. Accounting. The Executive covenants and agrees that, if he violates any of the covenants or agreements set forth in Sections 1 or 2 of this Agreement, the Company shall be entitled to an accounting and repayment of all profits, compensation, commission, remuneration, or other benefits that the Executive has realized, directly or indirectly, or may realize as a result of, growing out of, or in connection with, any such violation. These remedies shall be in addition to, and not in limitation of, any injunctive relief or other rights or remedies to which the Company may be entitled at law, in equity, or under this Agreement. 7. Arbitration; Consent to Jurisdiction and Venue. All controversies, claims, disputes, and matters in question arising out of, or related to, this Agreement or the breach of this Agreement, or the relations between the parties to this Agreement, shall be decided by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitration shall take place exclusively in Clearwater, Florida, and shall be governed by the substantive law of Florida. Any award rendered by the arbitrator shall be final, and final judgment may be entered upon the parties in accordance with applicable law in any court having jurisdiction, including a federal district court, pursuant to the Federal Arbitration Act. The arbitrator may grant the Company injunctive relief, including mandatory injunctive relief, to protect the rights of the Company, but the arbitrator shall not be limited to such relief. This arbitration provision shall not preclude the Company from seeking temporary or preliminary injunctive relief in a court of law to protect its rights, nor shall the filing of such an action constitute any waiver by the Company of its right to arbitrate. In connection with the arbitration of any dispute between the parties to this Agreement, each party may utilize all methods of discovery authorized by the Federal and Florida Rules of Civil Procedure. The Executive consents to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened breach of this Agreement, in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Pinellas County, Florida. The Executive agrees that any action arising under this Agreement or out of the relationship established by this Agreement shall be brought only and exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Pinellas County, Florida. 8. Acknowledgement. The Executive acknowledges that the Executive will be able to earn a living subject to the foregoing restrictions and that the Executive's recognition and representation of this fact is a material condition to the execution of this Agreement and to the Executive's continued employment with the Company.

4 9. Miscellaneous. (a) Entire Agreement. This Agreement represents the entire agreement between the Company and the Executive and supersedes all prior negotiations and discussions by and among the parties in connection with this Agreement or its subject matter. (b) Amendments. No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed by the parties to this Agreement. (c) Waiver of Breach. The waiver by the Company of a breach or threatened breach of any provision of this Agreement by the Executive shall not be construed as a waiver of any of the Company's rights under this Agreement. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Florida. (e) Separability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby. If any of the provisions of this Agreement relating to the time period or areas of activity restricted shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court

4 9. Miscellaneous. (a) Entire Agreement. This Agreement represents the entire agreement between the Company and the Executive and supersedes all prior negotiations and discussions by and among the parties in connection with this Agreement or its subject matter. (b) Amendments. No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed by the parties to this Agreement. (c) Waiver of Breach. The waiver by the Company of a breach or threatened breach of any provision of this Agreement by the Executive shall not be construed as a waiver of any of the Company's rights under this Agreement. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Florida. (e) Separability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby. If any of the provisions of this Agreement relating to the time period or areas of activity restricted shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period or areas of activity restricted and related aspects deemed reasonable and enforceable by the court shall become the maximum restrictions, and the restriction shall remain enforceable in such jurisdiction to the fullest extent deemed reasonable by such court. Such court's determination shall not affect the validity and enforceability of this Agreement in any other jurisdiction. (f) Headings. The titles or captions of sections contained in this Agreement are provided for convenience of reference only, and they shall not be considered a part of this Agreement. (g) Continuance of Agreement. The rights, responsibilities and duties of the Company and the Executive, and the covenants and agreements contained in this Agreement, shall survive the execution of this Agreement, shall continue to bind the parties to this Agreement shall continue in full force and effect until each and every obligation of the parties pursuant to this Agreement shall have been performed, and shall be binding upon and inure to the benefit of the successors and assigns of the parties.

5 10. Notices. All notices, requests, demands and other communications hereunder shall be in writing, and shall be deemed to have been duly given if delivered by overnight delivery service or hand delivered, addressed as follows: If to the Company: Medical Technology Laboratories, Inc. 12920 Automobile Boulevard Clearwater, Florida 34622 Attn: Mr. Todd E. Siegel, President With a copy to: Holland & Knight LLP 400 North Ashley Drive Suite 2300 Tampa, Florida 33602 Attn: Robert J. Grammig, Esq. If to the Executive:

5 10. Notices. All notices, requests, demands and other communications hereunder shall be in writing, and shall be deemed to have been duly given if delivered by overnight delivery service or hand delivered, addressed as follows: If to the Company: Medical Technology Laboratories, Inc. 12920 Automobile Boulevard Clearwater, Florida 34622 Attn: Mr. Todd E. Siegel, President With a copy to: Holland & Knight LLP 400 North Ashley Drive Suite 2300 Tampa, Florida 33602 Attn: Robert J. Grammig, Esq. If to the Executive: James L. McKeown, Sr. 430 West Druid Road Clearwater, Florida 34616 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above. MEDICAL TECHNOLOGY LABORATORIES, INC. By: _________________________________________ Name: Todd E. Siegel Title: President EXECUTIVE: By: ________________________________________ Name: James L. McKeown, Sr.

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LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 20, 1998, by and among Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address:

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LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 20, 1998, by and among Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address: 12920 Automobile Boulevard Clearwater, Florida 33762 C. Hazardous Materials. Hazardous Materials include all materials defined as hazardous materials or substances under any local, state or federal environmental laws, rules or regulations, and petroleum, petroleum products, oil and asbestos. D. Loan. Any loan described in Section 2 hereof and any subsequent loan which states that it is subject to this Loan Agreement. E. Loan Documents. Loan Documents means this Loan Agreement and any and all promissory notes executed by the Borrower in favor of Lender and all other documents, instruments (including, without limitation, warrants), guarantees, certificates and agreements executed and/or delivered by the Borrower in connection with the Loan. F. Accounting Terms. All accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under generally accepted accounting principles ("GAAP"), as in effect from time to time, consistently applied, with respect to the financial statements referenced in Section 3.H. hereof. 2. LOANS. A. Loan. Lender hereby agrees to make a term loan to Borrowers in the principal amount of $25,000.00. The obligation to repay the loan is evidenced by a promissory note of even date herewith (the promissory note together with any and all renewals, extensions or rearrangements thereof being hereafter collectively referred to as the "Note") having a maturity date, repayment terms and interest rate as set forth in the Note. B. Use of Proceeds. The Borrower agree that the proceeds of the Loan shall be used solely for working capital purposes and shall not be used to satisfy any obligations of the Borrower other than obligations incurred in the normal course of business of the Borrower. C. Extension of Loan. The maturity of the Note shall be automatically extended from February 20, 1999 until May 20, 1999 provided that: (a) no defaults exist under this Agreement; and (b) that the Loan is not subject to any setoff, defense or counterclaim by the Borrower. 2

3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry

LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 20, 1998, by and among Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address: 12920 Automobile Boulevard Clearwater, Florida 33762 C. Hazardous Materials. Hazardous Materials include all materials defined as hazardous materials or substances under any local, state or federal environmental laws, rules or regulations, and petroleum, petroleum products, oil and asbestos. D. Loan. Any loan described in Section 2 hereof and any subsequent loan which states that it is subject to this Loan Agreement. E. Loan Documents. Loan Documents means this Loan Agreement and any and all promissory notes executed by the Borrower in favor of Lender and all other documents, instruments (including, without limitation, warrants), guarantees, certificates and agreements executed and/or delivered by the Borrower in connection with the Loan. F. Accounting Terms. All accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under generally accepted accounting principles ("GAAP"), as in effect from time to time, consistently applied, with respect to the financial statements referenced in Section 3.H. hereof. 2. LOANS. A. Loan. Lender hereby agrees to make a term loan to Borrowers in the principal amount of $25,000.00. The obligation to repay the loan is evidenced by a promissory note of even date herewith (the promissory note together with any and all renewals, extensions or rearrangements thereof being hereafter collectively referred to as the "Note") having a maturity date, repayment terms and interest rate as set forth in the Note. B. Use of Proceeds. The Borrower agree that the proceeds of the Loan shall be used solely for working capital purposes and shall not be used to satisfy any obligations of the Borrower other than obligations incurred in the normal course of business of the Borrower. C. Extension of Loan. The maturity of the Note shall be automatically extended from February 20, 1999 until May 20, 1999 provided that: (a) no defaults exist under this Agreement; and (b) that the Loan is not subject to any setoff, defense or counterclaim by the Borrower. 2

3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business.

3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business. B. Authority and Compliance. The Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of such Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and the Borrower is in compliance with all laws and regulatory requirements to which it is subject. C. Binding Agreement. This Agreement and the other Loan Documents executed by the Borrower constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their terms. D. Litigation. There is no proceeding involving the Borrower pending or, to the knowledge of the Borrower, threatened before any court or governmental authority, agency or arbitration authority, except as disclosed to Lender in writing and acknowledged by Lender prior to the date of this Agreement. E. No Conflicting Agreements. There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the organization, power or authority of the Borrower and no provision of any existing agreement, mortgage, indenture or contract binding on the Borrower or affecting its respective properties, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the other Loan Documents. F. Ownership of Assets. The Borrower has good title to its assets, and its assets are free and clear of liens, except those granted to Lender and as disclosed to Lender prior to the date of this Agreement. G. Taxes. All taxes and assessments due and payable by the Borrower have been paid or are being contested in good faith by appropriate proceedings and the Borrower has filed all tax returns which it is required to file. H. Financial Statements. The financial statements of Borrower heretofore delivered to Lender have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved and fairly present Borrowers' financial condition as of the date or dates thereof. All factual information furnished by the Borrower to Lender in connection with this Agreement and the other Loan Documents is and will be accurate and complete on the date as of which such information is delivered to Lender and is not and will not be incomplete by the omission of any material fact necessary to make such information not misleading. I. Place of Business. The Borrower's chief executive office is located at 12920 Automobile Boulevard, Clearwater, Florida 33762. 3

J. Environmental. The conduct of the Borrower's business operations and the condition of the Borrower's property does not and will not violate any federal laws, rules or ordinances for environmental protection, regulations of the Environmental Protection Agency, any applicable local or state law, rule, regulation or rule of common law or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. K. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any advance under any Loan. 4. REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and warrants to Borrowers that Lender: (a) is an "accredited investor," as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge and experience in financial and business matters rendering the Lender capable of evaluating the merits and risks of an investment in securities of the Company (a "sophisticated investor"), or (c) is not an

J. Environmental. The conduct of the Borrower's business operations and the condition of the Borrower's property does not and will not violate any federal laws, rules or ordinances for environmental protection, regulations of the Environmental Protection Agency, any applicable local or state law, rule, regulation or rule of common law or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. K. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any advance under any Loan. 4. REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and warrants to Borrowers that Lender: (a) is an "accredited investor," as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge and experience in financial and business matters rendering the Lender capable of evaluating the merits and risks of an investment in securities of the Company (a "sophisticated investor"), or (c) is not an accredited or sophisticated investor, but has appointed a "purchaser representative," as that term is defined in Exhibit "A" in connection with evaluating the merits and risks of an investment in securities of the Company. 5. AFFIRMATIVE COVENANTS. Until full payment and performance of all obligations of the Borrower under the Note, the Borrower will, unless Lender consents otherwise in writing (and without limiting any requirement of any other Loan Document): A. Financial Statements and Other Information. Maintain a system of accounting satisfactory to Lender and in accordance with GAAP applied on a consistent basis throughout the period involved, permit Lender's officers or authorized representatives to visit and inspect such Borrower's books of account and other records at such reasonable times and as often as Lender may desire, and pay the reasonable fees and disbursements of any accountants or other agents of Lender selected by Lender for the foregoing purposes. Unless written notice of another location is given to Lender, the Borrower's books and records will be located at such Borrower's chief executive office set forth above. All financial statements called for below shall be prepared in form and content acceptable to Lender. In addition, the Borrower will: i. Furnish to Lender audited financial statements of such Borrower for each fiscal year of such Borrower, within ninety (90) days after the close of each such fiscal year. ii. Furnish to Lender Borrower-prepared financial statements of such Borrower for each quarter of each fiscal year of such Borrower, within forty-five (45) days after the close of each such period. iii. Furnish to Lender promptly such additional financial information and reports with respect to the business operations and financial condition of the Borrower as Lender may reasonably request. B. Insurance. Maintain insurance with responsible insurance companies on such of its properties, in such amounts and against such risks as is customarily maintained by similar businesses operating in the same vicinity, specifically to include fire and extended coverage insurance covering all assets, business interruption insurance, workers compensation insurance and liability insurance, all to be with such companies and in such amounts as are satisfactory to Lender and providing for at least 30 days prior notice to Lender of any cancellation thereof. Satisfactory evidence of such insurance will be supplied to Lender prior to funding under the Loan(s) and 30 days prior to each policy renewal. 4

C. Existence and Compliance. Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions. D. Adverse Conditions or Events. Promptly advise Lender in writing of (i) any condition, event or act which comes to its attention that would or might materially adversely affect such Borrower's financial condition or operations or Lender's rights under the Loan Documents, (ii) any litigation filed

C. Existence and Compliance. Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions. D. Adverse Conditions or Events. Promptly advise Lender in writing of (i) any condition, event or act which comes to its attention that would or might materially adversely affect such Borrower's financial condition or operations or Lender's rights under the Loan Documents, (ii) any litigation filed by or against such Borrower, (iii) any event that has occurred that would constitute an event of default under any Loan Documents and (iv) any uninsured or partially uninsured loss through fire, theft, liability or property damage in excess of an aggregate of $50,000.00. E. Taxes and Other Obligations. Pay all of its taxes, assessments and other obligations, including, but not limited to taxes, costs or other expenses arising out of this transaction, as the same become due and payable, except to the extent the same are being contested in good faith by appropriate proceedings in a diligent manner. F. Maintenance. Maintain all of its tangible property in good condition and repair and make all necessary replacements thereof, and preserve and maintain all licenses, trademarks, privileges, permits, franchises, certificates and the like necessary for the operation of its business. G. Environmental. Immediately advise Lender in writing of (i) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed or threatened pursuant to any applicable federal, state, or local laws, ordinances or regulations relating to any Hazardous Materials affecting such Borrower's business operations; and (ii) all claims made or threatened by any third party against such Borrower relating to damages, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials. The Borrower shall immediately notify Lender of any remedial action taken by Borrower with respect to such Borrower's business operations. Borrower will not use or permit any other party to use any Hazardous Materials at any of such Borrower's places of business or at any other property owned by such Borrower except such materials as are incidental to such Borrower's normal course of business, maintenance and repairs and which are handled in compliance with all applicable environmental laws. The Borrower agrees to permit Lender, its agents, contractors and employees to enter and inspect any of such Borrower's places of business or any other property of such Borrower at any reasonable times upon three (3) days prior notice for the purposes of conducting an environmental investigation and audit (including taking physical samples) to insure that such Borrower is complying with this covenant and Borrower shall reimburse Lender on demand for the costs of any such environmental investigation and audit. The Borrower shall provide Lender, its agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Materials used, generated, manufactured, stored or disposed of by such Borrower's business operations within five (5) days of the request therefore. 6. NEGATIVE COVENANTS. Until full payment and performance of all obligations of the Borrower under the Note, the Borrower will not, without the prior written consent of Lender (and without limiting any requirement of any other Loan Documents): 5

A. Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or transfer any assets, except in the normal course of its business, or enter into any merger or consolidation, or transfer control or ownership of the Borrower. B. Character of Business. Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted. C. Dividends and Distributions. Make any distribution or pay any dividends (other than dividends payable in common stock of the Borrower) on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or the retirement of any shares of any class of its capital stock. E. Management Change. Make any change in the president of the Borrower or the chief executive officer of the Borrower, if applicable.

A. Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or transfer any assets, except in the normal course of its business, or enter into any merger or consolidation, or transfer control or ownership of the Borrower. B. Character of Business. Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted. C. Dividends and Distributions. Make any distribution or pay any dividends (other than dividends payable in common stock of the Borrower) on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or the retirement of any shares of any class of its capital stock. E. Management Change. Make any change in the president of the Borrower or the chief executive officer of the Borrower, if applicable. 7. DEFAULT. Borrowers shall be in default under this Agreement and under each of the other Loan Documents if they shall default in the payment of any amounts due and owing under the Loan or should any of them fail to timely and properly observe, keep or perform any term, covenant, agreement or condition in any Loan Document or in any other loan agreement, promissory note, security agreement, deed of trust, deed to secure debt, mortgage, assignment or other contract securing or evidencing payment of any indebtedness of the Borrower to Lender. Borrower shall also be in default under this Agreement if (a) any Borrower defaults under the Second Amended and Restated Loan and Security Agreement dated as of September 5, 1996, as amended, by and among SouthTrust, certain of the Borrowers, Medical Technology Systems, Inc. ("MTS"), and certain other parties, (b) if the Borrower or MTS defaults under or refuses to issue any shares of stock pursuant to any stock warrant that is issued to Lender in connection with the loan transaction contemplated by this Loan Agreement, or (c) the Lender's attorney does not receive the original stock certificate or certificates that are subject to the Pledge Agreement within ten (10) days from the date of this Agreement. 8. REMEDIES UPON DEFAULT. If an event of default shall occur, Lender shall have all rights, powers and remedies available under each of the Loan Documents as well as all rights and remedies available at law or in equity. 9. NOTICES. All notices, requests or demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to the other party at the following address: Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762 Fax. No. (727) 573-1100 Lender: Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee 6720 N. W. 105th Lane Parkland, Florida 33076 6

or to such other address as any party may designate by written notice to the other party. Each such notice, request and demand shall be deemed given or made as follows: A. If sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in the U.S. Mail, first class postage prepaid; B. If sent by any other means, upon delivery. 10. COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys' fees incurred by Lender in

or to such other address as any party may designate by written notice to the other party. Each such notice, request and demand shall be deemed given or made as follows: A. If sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in the U.S. Mail, first class postage prepaid; B. If sent by any other means, upon delivery. 10. COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys' fees incurred by Lender in connection with (a) negotiation and preparation of this Agreement and each of the Loan Documents, and (b) all other costs and attorneys' fees incurred by Lender for which Borrowers are obligated to reimburse Lender in accordance with the terms of the Loan Documents. 11. MISCELLANEOUS. Borrowers and Lender further covenant and agree as follows, without limiting any requirement of any other Loan Document: A. Cumulative Rights and No Waiver. Each and every right granted to Lender under any Loan Document, or allowed it by law or equity shall be cumulative of each other and may be exercised in addition to any and all other rights of Lender, and no delay in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right preclude any other or future exercise thereof or the exercise of any other right. The Borrower expressly waives any presentment, demand, protest or other notice of any kind, including but not limited to notice of intent to accelerate and notice of acceleration. No notice to or demand on the Borrower in any case shall, of itself, entitle the Borrower to any other or future notice or demand in similar or other circumstances. B. Applicable Law. This Loan Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of Florida and applicable United States federal law. C. Amendment. No modification, consent, amendment or waiver of any provision of this Loan Agreement, nor consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by an officer of Lender, and then shall be effective only in the specified instance and for the purpose for which given. This Loan Agreement is binding upon the Borrower, their respective successors and assigns, and inures to the benefit of Lender, its successors and assigns; however, no assignment or other transfer of the Borrower's rights or obligations hereunder shall be made or be effective without Lender's prior written consent, nor shall it relieve the Borrower of any obligations hereunder. There is no third party beneficiary of this Loan Agreement. D. Documents. All documents, certificates and other items required under this Loan Agreement to be executed and/or delivered to Lender shall be in form and content satisfactory to Lender and its counsel. E. Partial Invalidity. The unenforceability or invalidity of any provision of this Loan Agreement shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of any Loan Document to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 7

F. Indemnification. Notwithstanding anything to the contrary contained in Section 12(G), the Borrower shall indemnify, defend and hold Lender and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees and court costs) arising from or in any way related to any of the transactions contemplated hereby, including but not limited to actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release of Hazardous Materials, arising from the Borrower's business operations, any other property owned by the Borrower or in the surface or ground water arising from any of the Borrower's business operations, or gaseous emissions arising from any such Borrower's business operations or any other condition existing or arising from the Borrower's business operations

F. Indemnification. Notwithstanding anything to the contrary contained in Section 12(G), the Borrower shall indemnify, defend and hold Lender and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees and court costs) arising from or in any way related to any of the transactions contemplated hereby, including but not limited to actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release of Hazardous Materials, arising from the Borrower's business operations, any other property owned by the Borrower or in the surface or ground water arising from any of the Borrower's business operations, or gaseous emissions arising from any such Borrower's business operations or any other condition existing or arising from the Borrower's business operations resulting from the use or existence of Hazardous Materials, whether such claim proves to be true or false. The Borrower further agrees that its indemnity obligations shall include, but are not limited to, liability for damages resulting from the personal injury or death of an employee of the Borrower, regardless of whether the Borrower has paid the employee under the workmen' s compensation laws of any state or other similar federal or state legislation for the protection of employees. The term "property damage" as used in this paragraph includes, but is not limited to, damage to any real or personal property of the Borrower, the Lender, and of any third parties. The Borrower's obligations under this paragraph shall survive the repayment of the Loan. G. Survivability. All covenants, agreements, representations and warranties made herein or in the other Loan Documents shall survive the making of the Loan and shall continue in full force and effect so long as the Loan is outstanding or the obligation of the Lender to make any advances under the Line shall not have expired. H. Counterparts. This Agreement may be executed in two or more counterparts any by facsimile transmission of signed counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. WAIVER OF JURY TRIAL. AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, THE BORROWER AND THE LENDER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT, THE NOTE, OR ANY OTHER LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF THE BORROWER OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER'S AGREEMENT TO MAKE THE LOAN TO THE BORROWER. 13. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 14. JOINT VENTURE. Neither this Loan Agreement nor any other Loan Document creates or evidences a partnership or joint venture between the Borrower and the Lender. The relationship between Borrower and Lender is solely that of a debtor and creditor. 8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal by their duly authorized representatives as of the date first above written. LENDER: Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal by their duly authorized representatives as of the date first above written. LENDER: Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC. By:______________________________________ ______________________________, as its 9

EXHIBIT "A" With respect to individuals, an "accredited investor" is defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended ("Reg D"), as (i) "any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000," (ii) "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year," or (iii) "any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer." "Purchaser representative" is defined by Reg D as a person that is "not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer," unless the purchaser is (a) a relative of the purchaser representative by blood, marriage, or adoption, and is not more remote than a first cousin; (b) a trust or estate in which the purchaser representative and any persons related to him as described in sections (a) or (c) of this paragraph collectively have more than 50% of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; (c) a corporation or other organization of which the purchaser representative and any persons related to him as described in sections (a) or (b) of this paragraph collectively are the beneficial owners of more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests. A "purchaser representative" must have such knowledge and experience in financial and business matters that he is capable of evaluating (together with the purchaser or other purchaser representatives of the purchaser) the merits and risks of the prospective investment. A "purchaser representative" must also meet certain acknowledgement and disclosure requirements described in Reg D.

1 Promissory Note
Date August 20, 1998 Amount $25,000.00

Maturity Date February 20, 1999

=============================================================================== Lender: Borrowers: Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee 6720 N. W. 105th Lane Parkland, Florida 33076 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

EXHIBIT "A" With respect to individuals, an "accredited investor" is defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended ("Reg D"), as (i) "any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000," (ii) "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year," or (iii) "any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer." "Purchaser representative" is defined by Reg D as a person that is "not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer," unless the purchaser is (a) a relative of the purchaser representative by blood, marriage, or adoption, and is not more remote than a first cousin; (b) a trust or estate in which the purchaser representative and any persons related to him as described in sections (a) or (c) of this paragraph collectively have more than 50% of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; (c) a corporation or other organization of which the purchaser representative and any persons related to him as described in sections (a) or (b) of this paragraph collectively are the beneficial owners of more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests. A "purchaser representative" must have such knowledge and experience in financial and business matters that he is capable of evaluating (together with the purchaser or other purchaser representatives of the purchaser) the merits and risks of the prospective investment. A "purchaser representative" must also meet certain acknowledgement and disclosure requirements described in Reg D.

1 Promissory Note
Date August 20, 1998 Amount $25,000.00

Maturity Date February 20, 1999

=============================================================================== Lender: Borrowers: Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee 6720 N. W. 105th Lane Parkland, Florida 33076 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Lender, the principal amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. Rate. Fixed Rate. The Rate shall be fixed at twelve percent (12.0%) per annum. Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess

1 Promissory Note
Date August 20, 1998 Amount $25,000.00

Maturity Date February 20, 1999

=============================================================================== Lender: Borrowers: Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee 6720 N. W. 105th Lane Parkland, Florida 33076 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Lender, the principal amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. Rate. Fixed Rate. The Rate shall be fixed at twelve percent (12.0%) per annum. Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal, at the option of Lender. 2. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). 3. Payment Schedule. All payments received hereunder shall be applied first to the payment of any expense or charges payable hereunder or under any other loan documents executed in connection with this Note, then to interest due and payable, with the balance applied to principal, or in such other order as Lender shall determine at its option. Single Payment. Principal and interest shall be paid in full in a single payment on February 20, 1999.The maturity date of this Note shall be automatically extended from February 20, 1999, to May 20, 1999, if the Borrower satisfies all of the terms and conditions of a Loan Agreement of even date herewith between Borrower and Lender. 4. Waivers, Consents and Covenants. Borrower, any endorser or guarantor hereof, or any other party hereto (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally: (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, or any other documents executed in connection with this Note or any other note or other loan documents now or hereafter executed in connection with any obligation of Borrower to Lender (the "Loan Documents"); (b) consent to all delays, extensions, renewals or other modifications of this Note or the Loan Documents, or waivers of any term hereof or of the Loan Documents, or release or discharge by Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of Lender, or any indulgence shown by Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by Lender

shall in any way affect or impair the obligations of any Obligors or be construed as a waiver by Lender of, or otherwise affect, any of Lender's rights under this Note, under any endorsement or guaranty of this Note or under any of the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of collection or defense of this Note or of any endorsement or guaranty hereof and/or the enforcement or defense of Lender's rights with respect to, or the administration, supervision, preservation, or protection of, or realization upon, any property securing payment hereof, including, without limitation, reasonable attorney's and paralegal=s fees, including fees related to any suit, mediation or arbitration proceeding, out of court payment agreement, trial, appeal, bankruptcy proceedings or other proceeding, in such amount as may be determined reasonable by any arbitrator or court, whichever is applicable.

5. Indemnification. Obligors agree to promptly pay, indemnify and hold Lender harmless from all State and Federal taxes of any kind and other liabilities with respect to or resulting from the execution and/or delivery of this Note or any advances made pursuant to this Note. If this Note has a revolving feature and is secured by a mortgage, Obligors expressly consent to the deduction of any applicable taxes from each taxable advance extended by Lender. 6. Prepayments. Prepayments may be made in whole or in part at any time without premium or penalty. All prepayments of principal shall be applied in the inverse order of maturity, or in such other order as Lender shall determine in its sole discretion. 7. Delinquency Charge. To the extent permitted by law, a delinquency charge may be imposed in an amount not to exceed four percent (4%) of any payment that is more than fifteen days late. 8. Events of Default. The following are events of default hereunder: (a) the failure to pay any obligation, liability or indebtedness of any Obligor to Lender, whether under this Note or any Loan Documents, as and when due (whether at maturity or by acceleration); (b) the failure to perform any other obligation, liability or indebtedness of any Obligor to Lender, which failure is not cured within fifteen (15) days from the date on which Lender provides Borrower written notice of such failure to the extent that any such default can be cured by Borrower; (c) the commencement of a proceeding against any Obligor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or the merger or consolidation of any Obligor with or into another entity; (d) the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a petition for any adjustment of indebtedness, composition or extension by or against any Obligor; (e) the determination by Lender that any representation or warranty made to Lender by any Obligor in any Loan Documents or otherwise or in any financial statement or financial information submitted to Lender by any Borrower is or was, when it was made, untrue or materially misleading; (f) the entry of a judgment against any Obligor in excess of $50,000.00, which judgment is not satisfied or bonded off within thirty (30) days from the date of entry of the judgment; (g) the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment which writ relates to any damage in excess of $50,000.00 and which writ is not dismissed within thirty (30) days from the date of issuance of any such writ; or (h) the failure of any Borrower's business to comply in any material respect with any law or regulation controlling its operation.

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default

5. Indemnification. Obligors agree to promptly pay, indemnify and hold Lender harmless from all State and Federal taxes of any kind and other liabilities with respect to or resulting from the execution and/or delivery of this Note or any advances made pursuant to this Note. If this Note has a revolving feature and is secured by a mortgage, Obligors expressly consent to the deduction of any applicable taxes from each taxable advance extended by Lender. 6. Prepayments. Prepayments may be made in whole or in part at any time without premium or penalty. All prepayments of principal shall be applied in the inverse order of maturity, or in such other order as Lender shall determine in its sole discretion. 7. Delinquency Charge. To the extent permitted by law, a delinquency charge may be imposed in an amount not to exceed four percent (4%) of any payment that is more than fifteen days late. 8. Events of Default. The following are events of default hereunder: (a) the failure to pay any obligation, liability or indebtedness of any Obligor to Lender, whether under this Note or any Loan Documents, as and when due (whether at maturity or by acceleration); (b) the failure to perform any other obligation, liability or indebtedness of any Obligor to Lender, which failure is not cured within fifteen (15) days from the date on which Lender provides Borrower written notice of such failure to the extent that any such default can be cured by Borrower; (c) the commencement of a proceeding against any Obligor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or the merger or consolidation of any Obligor with or into another entity; (d) the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a petition for any adjustment of indebtedness, composition or extension by or against any Obligor; (e) the determination by Lender that any representation or warranty made to Lender by any Obligor in any Loan Documents or otherwise or in any financial statement or financial information submitted to Lender by any Borrower is or was, when it was made, untrue or materially misleading; (f) the entry of a judgment against any Obligor in excess of $50,000.00, which judgment is not satisfied or bonded off within thirty (30) days from the date of entry of the judgment; (g) the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment which writ relates to any damage in excess of $50,000.00 and which writ is not dismissed within thirty (30) days from the date of issuance of any such writ; or (h) the failure of any Borrower's business to comply in any material respect with any law or regulation controlling its operation.

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies available under each of the Loan Documents, as well as all rights and remedies available at law or in equity. Any judgment rendered on this Note shall bear interest at the highest rate of interest permitted pursuant to Chapter 687, Florida Statutes. 10. Non-waiver. The failure at any time of Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies available under each of the Loan Documents, as well as all rights and remedies available at law or in equity. Any judgment rendered on this Note shall bear interest at the highest rate of interest permitted pursuant to Chapter 687, Florida Statutes. 10. Non-waiver. The failure at any time of Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Lender shall be cumulative and may be pursued singly, successively or together, at the option of Lender. The acceptance by Lender of any partial payment shall not constitute a waiver of any default or of any of Lender's rights under this Note. No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by Lender unless the same shall be in writing, duly signed on behalf of Lender; each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of Lender or the obligations of Obligors to Lender in any other respect at any other time. 11. Applicable Law, Venue and Jurisdiction. This Note and the rights and obligations of Borrower and Lender shall be governed by and interpreted in accordance with the law of the State of Florida. In any litigation in connection with or to enforce this Note or any endorsement or guaranty of this Note or any Loan Documents, Obligors, and each of them, irrevocably consent to and confer personal jurisdiction on the courts of the State of Florida or the United States located within the State of Florida and expressly waive any objections as to venue in any such courts. Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law. The interest rate charged on this Note is authorized by Chapter 655, Florida Statutes and Section 687.12, Florida Statutes. 12. Partial Invalidity. The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of this Note or of the Loan Documents to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 13. Binding Effect. This Note shall be binding upon and inure to the benefit of Borrower, Obligors and Lender and their respective successors, assigns, heirs and personal representatives, provided, however, that no obligations of Borrower or Obligors hereunder can be assigned without prior written consent of Lender. 14. Controlling Document. To the extent that this Note conflicts with or is in any way incompatible with any other document related specifically to the loan evidenced by this Note, this Note shall control over any other such document, and if this Note does not address an issue, then each other such document shall control to the extent that it deals most specifically with an issue. 15. WAIVER OF JURY TRIAL. AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A

TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS NOTE OR THE LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF BORROWER OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER'S ACCEPTANCE OF THIS NOTE. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note and hereby executes this Note under seal as of the date here above written. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. If this Note is secured by a mortgage on real property, documentary stamp taxes have been paid and affixed to the mortgage. EXECUTION DATE: August 20, 1998 BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC. By:______________________________ ______________________, as its 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: August 20, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase 12,500 Shares, Subject to Adjustment, of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON August 20, 2008 OR SUCH LATER DATE AS DESCRIBED IN THE FIRST PARAGRAPH BELOW This certifies that, for value received, Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida , 33076 or registered assigns (collectively with Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida , 33076, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), 12,500 shares (which become exercisable on the date hereof), (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period 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

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: August 20, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase 12,500 Shares, Subject to Adjustment, of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON August 20, 2008 OR SUCH LATER DATE AS DESCRIBED IN THE FIRST PARAGRAPH BELOW This certifies that, for value received, Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida , 33076 or registered assigns (collectively with Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida , 33076, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), 12,500 shares (which become exercisable on the date hereof), (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period 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 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.

2 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

2 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. 3. Rights and Obligations of Warrant Holders. 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.

3 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

3 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. 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.

4 (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,

4 (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. (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:

5 (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

5 (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. (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.

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

6 (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). 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:

7 (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

7 (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. (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 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

8 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. 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 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

9 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. 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.

10 (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.

10 (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 August 20, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:__________________________ Name:________________________ Title:_______________________

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

12 EXHIBIT "B" ASSIGNMENT

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

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:______________________

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:______________________

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: August 20, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase up to 2,250 Shares of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON OR BEFORE AUGUST 20, 2008 This certifies that, for value received, Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida, 33076 or registered assigns (collectively with Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida, 33076, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), if a promissory note of Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee,

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: August 20, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase up to 2,250 Shares of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON OR BEFORE AUGUST 20, 2008 This certifies that, for value received, Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida, 33076 or registered assigns (collectively with Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida, 33076, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), if a promissory note of Stanley D. Estrin Irrevocable Trust dtd 3/16/93, Judith C. Estrin, Trustee, 6720 N. W. 105th Lane, Parkland, Florida, 33076, a copy of which is attached hereto as Exhibit A (the "Note"), is not paid in full as described below, up to 2,250 fully paid and nonassessable shares (the "Shares") of the Common Stock, par value $.01 per share, of the Company ("Common Stock"), which will become exercisable as follows: 750 Shares if the Note (including any accrued interest) is not paid in full on or before February 16, 1999, an additional 750 Shares if the Note (including any accrued interest) is not paid in full on or before March 16, 1999, and an additional 750 Shares if the Note (including any accrued interest) is not paid in full on or before April 16, 1999, in each case at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit B 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 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 Periods, 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.

2

2 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 C 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.

3 3. Rights and Obligations of Warrant Holders. 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. 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

3 3. Rights and Obligations of Warrant Holders. 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. 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. 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.

4 (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.

4 (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. (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:

5 (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 conversion, exercise, 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

5 (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 conversion, exercise, 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. (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.

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

6 (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). 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.

7 (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

7 (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. (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.

8 (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.

8 (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. 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 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 reasonably 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 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.

9 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 reasonably 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 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. 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.

10 (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.

10 (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 20th day of August, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:______________________________ Name:____________________________ Title:___________________________

11 EXHIBIT "A" PROMISSORY NOTE

12 EXHIBIT "B" 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

11 EXHIBIT "A" PROMISSORY NOTE

12 EXHIBIT "B" 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

13 EXHIBIT "C" 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:

12 EXHIBIT "B" 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

13 EXHIBIT "C" 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:___________________

13 EXHIBIT "C" 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:___________________

1 LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 7, 1998, by and among Sally Siegel ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address: 12920 Automobile Boulevard Clearwater, Florida 33762 C. Hazardous Materials. Hazardous Materials include all materials defined as hazardous materials or substances under any local, state or federal environmental laws, rules or regulations, and petroleum, petroleum products, oil and asbestos. D. Loan. Any loan described in Section 2 hereof and any subsequent loan which states that it is subject to this Loan Agreement. E. Loan Documents. Loan Documents means this Loan Agreement and any and all promissory notes executed by the Borrower in favor of Lender and all other documents, instruments (including, without limitation, warrants),

1 LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 7, 1998, by and among Sally Siegel ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address: 12920 Automobile Boulevard Clearwater, Florida 33762 C. Hazardous Materials. Hazardous Materials include all materials defined as hazardous materials or substances under any local, state or federal environmental laws, rules or regulations, and petroleum, petroleum products, oil and asbestos. D. Loan. Any loan described in Section 2 hereof and any subsequent loan which states that it is subject to this Loan Agreement. E. Loan Documents. Loan Documents means this Loan Agreement and any and all promissory notes executed by the Borrower in favor of Lender and all other documents, instruments (including, without limitation, warrants), guarantees, certificates and agreements executed and/or delivered by the Borrower in connection with the Loan. F. Accounting Terms. All accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under generally accepted accounting principles ("GAAP"), as in effect from time to time, consistently applied, with respect to the financial statements referenced in Section 3.H. hereof. 2. LOANS. A. Loan. Lender hereby agrees to make a term loan to Borrowers in the principal amount of $25,000.00. The obligation to repay the loan is evidenced by a promissory note of even date herewith (the promissory note together with any and all renewals, extensions or rearrangements thereof being hereafter collectively referred to as the "Note") having a maturity date, repayment terms and interest rate as set forth in the Note. B. Use of Proceeds. The Borrower agree that the proceeds of the Loan shall be used solely for working capital purposes and shall not be used to satisfy any obligations of the Borrower other than obligations incurred in the normal course of business of the Borrower. C. Extension of Loan. The maturity of the Note shall be automatically extended from February 15, 1999 until May 16, 1999 provided that: (a) no defaults exist under this Agreement; and (b) that the Loan is not subject to any setoff, defense or counterclaim by the Borrower.

2 3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business. B. Authority and Compliance. The Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized

2 3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business. B. Authority and Compliance. The Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of such Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and the Borrower is in compliance with all laws and regulatory requirements to which it is subject. C. Binding Agreement. This Agreement and the other Loan Documents executed by the Borrower constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their terms. D. Litigation. There is no proceeding involving the Borrower pending or, to the knowledge of the Borrower, threatened before any court or governmental authority, agency or arbitration authority, except as disclosed to Lender in writing and acknowledged by Lender prior to the date of this Agreement. E. No Conflicting Agreements. There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the organization, power or authority of the Borrower and no provision of any existing agreement, mortgage, indenture or contract binding on the Borrower or affecting its respective properties, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the other Loan Documents. F. Ownership of Assets. The Borrower has good title to its assets, and its assets are free and clear of liens, except those granted to Lender and as disclosed to Lender prior to the date of this Agreement. G. Taxes. All taxes and assessments due and payable by the Borrower have been paid or are being contested in good faith by appropriate proceedings and the Borrower has filed all tax returns which it is required to file. H. Financial Statements. The financial statements of Borrower heretofore delivered to Lender have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved and fairly present Borrowers' financial condition as of the date or dates thereof. All factual information furnished by the Borrower to Lender in connection with this Agreement and the other Loan Documents is and will be accurate and complete on the date as of which such information is delivered to Lender and is not and will not be incomplete by the omission of any material fact necessary to make such information not misleading. I. Place of Business. The Borrower's chief executive office is located at 12920 Automobile Boulevard, Clearwater, Florida 33762.

3 J. Environmental. The conduct of the Borrower's business operations and the condition of the Borrower's property does not and will not violate any federal laws, rules or ordinances for environmental protection, regulations of the Environmental Protection Agency, any applicable local or state law, rule, regulation or rule of common law or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. K. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any advance under any Loan. 4. REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and warrants to Borrowers that Lender: (a) is an "accredited investor," as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge and experience in financial and business matters rendering the Lender capable of evaluating

3 J. Environmental. The conduct of the Borrower's business operations and the condition of the Borrower's property does not and will not violate any federal laws, rules or ordinances for environmental protection, regulations of the Environmental Protection Agency, any applicable local or state law, rule, regulation or rule of common law or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. K. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any advance under any Loan. 4. REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and warrants to Borrowers that Lender: (a) is an "accredited investor," as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge and experience in financial and business matters rendering the Lender capable of evaluating the merits and risks of an investment in securities of the Company (a "sophisticated investor"), or (c) is not an accredited or sophisticated investor, but has appointed a "purchaser representative," as that term is defined in Exhibit "A" in connection with evaluating the merits and risks of an investment in securities of the Company. 5. AFFIRMATIVE COVENANTS. Until full payment and performance of all obligations of the Borrower under the Note, the Borrower will, unless Lender consents otherwise in writing (and without limiting any requirement of any other Loan Document): A. Financial Statements and Other Information. Maintain a system of accounting satisfactory to Lender and in accordance with GAAP applied on a consistent basis throughout the period involved, permit Lender's officers or authorized representatives to visit and inspect such Borrower's books of account and other records at such reasonable times and as often as Lender may desire, and pay the reasonable fees and disbursements of any accountants or other agents of Lender selected by Lender for the foregoing purposes. Unless written notice of another location is given to Lender, the Borrower's books and records will be located at such Borrower's chief executive office set forth above. All financial statements called for below shall be prepared in form and content acceptable to Lender. In addition, the Borrower will: i. Furnish to Lender audited financial statements of such Borrower for each fiscal year of such Borrower, within ninety (90) days after the close of each such fiscal year. ii. Furnish to Lender Borrower-prepared financial statements of such Borrower for each quarter of each fiscal year of such Borrower, within forty-five (45) days after the close of each such period. iii. Furnish to Lender promptly such additional financial information and reports with respect to the business operations and financial condition of the Borrower as Lender may reasonably request. B. Insurance. Maintain insurance with responsible insurance companies on such of its properties, in such amounts and against such risks as is customarily maintained by similar businesses operating in the same vicinity, specifically to include fire and extended coverage insurance covering all assets, business interruption insurance, workers compensation insurance and liability insurance, all to be with such companies and in such amounts as are satisfactory to Lender and providing for at least 30 days prior notice to Lender of any cancellation thereof. Satisfactory evidence of such insurance will be supplied to Lender prior to funding under the Loan(s) and 30 days prior to each policy renewal.

4 C. Existence and Compliance. Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions. D. Adverse Conditions or Events. Promptly advise Lender in writing of (i) any condition, event or act which comes to its attention that would or might materially adversely affect such

4 C. Existence and Compliance. Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions. D. Adverse Conditions or Events. Promptly advise Lender in writing of (i) any condition, event or act which comes to its attention that would or might materially adversely affect such Borrower's financial condition or operations or Lender's rights under the Loan Documents, (ii) any litigation filed by or against such Borrower, (iii) any event that has occurred that would constitute an event of default under any Loan Documents and (iv) any uninsured or partially uninsured loss through fire, theft, liability or property damage in excess of an aggregate of $50,000.00. E. Taxes and Other Obligations. Pay all of its taxes, assessments and other obligations, including, but not limited to taxes, costs or other expenses arising out of this transaction, as the same become due and payable, except to the extent the same are being contested in good faith by appropriate proceedings in a diligent manner. F. Maintenance. Maintain all of its tangible property in good condition and repair and make all necessary replacements thereof, and preserve and maintain all licenses, trademarks, privileges, permits, franchises, certificates and the like necessary for the operation of its business. G. Environmental. Immediately advise Lender in writing of (i) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed or threatened pursuant to any applicable federal, state, or local laws, ordinances or regulations relating to any Hazardous Materials affecting such Borrower's business operations; and (ii) all claims made or threatened by any third party against such Borrower relating to damages, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials. The Borrower shall immediately notify Lender of any remedial action taken by Borrower with respect to such Borrower's business operations. Borrower will not use or permit any other party to use any Hazardous Materials at any of such Borrower's places of business or at any other property owned by such Borrower except such materials as are incidental to such Borrower's normal course of business, maintenance and repairs and which are handled in compliance with all applicable environmental laws. The Borrower agrees to permit Lender, its agents, contractors and employees to enter and inspect any of such Borrower's places of business or any other property of such Borrower at any reasonable times upon three (3) days prior notice for the purposes of conducting an environmental investigation and audit (including taking physical samples) to insure that such Borrower is complying with this covenant and Borrower shall reimburse Lender on demand for the costs of any such environmental investigation and audit. The Borrower shall provide Lender, its agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Materials used, generated, manufactured, stored or disposed of by such Borrower's business operations within five (5) days of the request therefore. 6. NEGATIVE COVENANTS. Until full payment and performance of all obligations of the Borrower under the Note, the Borrower will not, without the prior written consent of Lender (and without limiting any requirement of any other Loan Documents):

5 A. Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or transfer any assets, except in the normal course of its business, or enter into any merger or consolidation, or transfer control or ownership of the Borrower. B. Character of Business. Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted. C. Dividends and Distributions. Make any distribution or pay any dividends (other than dividends payable in common stock of the Borrower) on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or the retirement of any shares of any class of its capital stock. E. Management Change. Make any change in the president of the Borrower or the chief executive officer of the

5 A. Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or transfer any assets, except in the normal course of its business, or enter into any merger or consolidation, or transfer control or ownership of the Borrower. B. Character of Business. Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted. C. Dividends and Distributions. Make any distribution or pay any dividends (other than dividends payable in common stock of the Borrower) on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or the retirement of any shares of any class of its capital stock. E. Management Change. Make any change in the president of the Borrower or the chief executive officer of the Borrower, if applicable. 7. DEFAULT. Borrowers shall be in default under this Agreement and under each of the other Loan Documents if they shall default in the payment of any amounts due and owing under the Loan or should any of them fail to timely and properly observe, keep or perform any term, covenant, agreement or condition in any Loan Document or in any other loan agreement, promissory note, security agreement, deed of trust, deed to secure debt, mortgage, assignment or other contract securing or evidencing payment of any indebtedness of the Borrower to Lender. Borrower shall also be in default under this Agreement if (a) any Borrower defaults under the Second Amended and Restated Loan and Security Agreement dated as of September 5, 1996, as amended, by and among SouthTrust, certain of the Borrowers, Medical Technology Systems, Inc. ("MTS"), and certain other parties, (b) if the Borrower or MTS defaults under or refuses to issue any shares of stock pursuant to any stock warrant that is issued to Lender in connection with the loan transaction contemplated by this Loan Agreement, or (c) the Lender's attorney does not receive the original stock certificate or certificates that are subject to the Pledge Agreement within ten (10) days from the date of this Agreement. 8. REMEDIES UPON DEFAULT. If an event of default shall occur, Lender shall have all rights, powers and remedies available under each of the Loan Documents as well as all rights and remedies available at law or in equity. 9. NOTICES. All notices, requests or demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to the other party at the following address: Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762 Fax. No. (727) 573-1100 Lender: Sally Siegel 1550 Belleair Lane Clearwater, FL 34624

6 or to such other address as any party may designate by written notice to the other party. Each such notice, request and demand shall be deemed given or made as follows: A. If sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in the U.S. Mail, first class postage prepaid; B. If sent by any other means, upon delivery. 10. COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Lender immediately upon

6 or to such other address as any party may designate by written notice to the other party. Each such notice, request and demand shall be deemed given or made as follows: A. If sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in the U.S. Mail, first class postage prepaid; B. If sent by any other means, upon delivery. 10. COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys' fees incurred by Lender in connection with (a) negotiation and preparation of this Agreement and each of the Loan Documents, and (b) all other costs and attorneys' fees incurred by Lender for which Borrowers are obligated to reimburse Lender in accordance with the terms of the Loan Documents. 11. MISCELLANEOUS. Borrowers and Lender further covenant and agree as follows, without limiting any requirement of any other Loan Document: A. Cumulative Rights and No Waiver. Each and every right granted to Lender under any Loan Document, or allowed it by law or equity shall be cumulative of each other and may be exercised in addition to any and all other rights of Lender, and no delay in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right preclude any other or future exercise thereof or the exercise of any other right. The Borrower expressly waives any presentment, demand, protest or other notice of any kind, including but not limited to notice of intent to accelerate and notice of acceleration. No notice to or demand on the Borrower in any case shall, of itself, entitle the Borrower to any other or future notice or demand in similar or other circumstances. B. Applicable Law. This Loan Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of Florida and applicable United States federal law. C. Amendment. No modification, consent, amendment or waiver of any provision of this Loan Agreement, nor consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by an officer of Lender, and then shall be effective only in the specified instance and for the purpose for which given. This Loan Agreement is binding upon the Borrower, their respective successors and assigns, and inures to the benefit of Lender, its successors and assigns; however, no assignment or other transfer of the Borrower's rights or obligations hereunder shall be made or be effective without Lender's prior written consent, nor shall it relieve the Borrower of any obligations hereunder. There is no third party beneficiary of this Loan Agreement. D. Documents. All documents, certificates and other items required under this Loan Agreement to be executed and/or delivered to Lender shall be in form and content satisfactory to Lender and its counsel. E. Partial Invalidity. The unenforceability or invalidity of any provision of this Loan Agreement shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of any Loan Document to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.

7 F. Indemnification. Notwithstanding anything to the contrary contained in Section 12(G), the Borrower shall indemnify, defend and hold Lender and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees and court costs) arising from or in any way related to any of the transactions contemplated hereby, including but not limited to actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release of Hazardous Materials, arising from the Borrower's business operations, any other property owned by the Borrower or in the surface or ground water arising from any of the Borrower's business operations, or gaseous emissions arising from any such

7 F. Indemnification. Notwithstanding anything to the contrary contained in Section 12(G), the Borrower shall indemnify, defend and hold Lender and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees and court costs) arising from or in any way related to any of the transactions contemplated hereby, including but not limited to actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release of Hazardous Materials, arising from the Borrower's business operations, any other property owned by the Borrower or in the surface or ground water arising from any of the Borrower's business operations, or gaseous emissions arising from any such Borrower's business operations or any other condition existing or arising from the Borrower's business operations resulting from the use or existence of Hazardous Materials, whether such claim proves to be true or false. The Borrower further agrees that its indemnity obligations shall include, but are not limited to, liability for damages resulting from the personal injury or death of an employee of the Borrower, regardless of whether the Borrower has paid the employee under the workmen' s compensation laws of any state or other similar federal or state legislation for the protection of employees. The term "property damage" as used in this paragraph includes, but is not limited to, damage to any real or personal property of the Borrower, the Lender, and of any third parties. The Borrower's obligations under this paragraph shall survive the repayment of the Loan. G. Survivability. All covenants, agreements, representations and warranties made herein or in the other Loan Documents shall survive the making of the Loan and shall continue in full force and effect so long as the Loan is outstanding or the obligation of the Lender to make any advances under the Line shall not have expired. H. Counterparts. This Agreement may be executed in two or more counterparts any by facsimile transmission of signed counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. WAIVER OF JURY TRIAL. AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, THE BORROWER AND THE LENDER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT, THE NOTE, OR ANY OTHER LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF THE BORROWER OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER'S AGREEMENT TO MAKE THE LOAN TO THE BORROWER. 13. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 14. JOINT VENTURE. Neither this Loan Agreement nor any other Loan Document creates or evidences a partnership or joint venture between the Borrower and the Lender. The relationship between Borrower and Lender is solely that of a debtor and creditor.

8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal by their duly authorized representatives as of the date first above written. LENDER: Sally Siegel BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC.

8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal by their duly authorized representatives as of the date first above written. LENDER: Sally Siegel BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC. By:___________________________ ___________________, as its 9 EXHIBIT "A" With respect to individuals, an "accredited investor" is defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended ("Reg D"), as (i) "any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000," (ii) "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year," or (iii) "any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer." "Purchaser representative" is defined by Reg D as a person that is "not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer," unless the purchaser is (a) a relative of the purchaser representative by blood, marriage, or adoption, and is not more remote than a first cousin; (b) a trust or estate in which the purchaser representative and any persons related to him as described in sections (a) or (c) of this paragraph collectively have more than 50% of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; (c) a corporation or other organization of which the purchaser representative and any persons related to him as described in sections (a) or (b) of this paragraph collectively are the beneficial owners of more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests. A "purchaser representative" must have such knowledge and experience in financial and business matters that he is capable of evaluating (together with the purchaser or other purchaser representatives of the purchaser) the merits and risks of the prospective investment. A "purchaser representative" must also meet certain acknowledgement and disclosure requirements described in Reg D.

1 Promissory Note
Date August 7, 1998 Amount $25,000.00

Maturity Date February 15, 1999

=============================================================================== Lender: Borrowers: Sally Siegel 1550 Belleair Lane Clearwater, Florida 34624 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

9 EXHIBIT "A" With respect to individuals, an "accredited investor" is defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended ("Reg D"), as (i) "any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000," (ii) "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year," or (iii) "any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer." "Purchaser representative" is defined by Reg D as a person that is "not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer," unless the purchaser is (a) a relative of the purchaser representative by blood, marriage, or adoption, and is not more remote than a first cousin; (b) a trust or estate in which the purchaser representative and any persons related to him as described in sections (a) or (c) of this paragraph collectively have more than 50% of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; (c) a corporation or other organization of which the purchaser representative and any persons related to him as described in sections (a) or (b) of this paragraph collectively are the beneficial owners of more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests. A "purchaser representative" must have such knowledge and experience in financial and business matters that he is capable of evaluating (together with the purchaser or other purchaser representatives of the purchaser) the merits and risks of the prospective investment. A "purchaser representative" must also meet certain acknowledgement and disclosure requirements described in Reg D.

1 Promissory Note
Date August 7, 1998 Amount $25,000.00

Maturity Date February 15, 1999

=============================================================================== Lender: Borrowers: Sally Siegel 1550 Belleair Lane Clearwater, Florida 34624 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Lender, the principal amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. Rate. Fixed Rate. The Rate shall be fixed at twelve percent (12.0%) per annum. Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess

1 Promissory Note
Date August 7, 1998 Amount $25,000.00

Maturity Date February 15, 1999

=============================================================================== Lender: Borrowers: Sally Siegel 1550 Belleair Lane Clearwater, Florida 34624 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Lender, the principal amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. Rate. Fixed Rate. The Rate shall be fixed at twelve percent (12.0%) per annum. Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal, at the option of Lender. 2. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). 3. Payment Schedule. All payments received hereunder shall be applied first to the payment of any expense or charges payable hereunder or under any other loan documents executed in connection with this Note, then to interest due and payable, with the balance applied to principal, or in such other order as Lender shall determine at its option. Single Payment. Principal and interest shall be paid in full in a single payment on February 15, 1999.The maturity date of this Note shall be automatically extended from February 15, 1999, to May 16, 1999, if the Borrower satisfies all of the terms and conditions of a Loan Agreement of even date herewith between Borrower and Lender. 4. Waivers, Consents and Covenants. Borrower, any endorser or guarantor hereof, or any other party hereto (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally: (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, or any other documents executed in connection with this Note or any other note or other loan documents now or hereafter executed in connection with any obligation of Borrower to Lender (the "Loan Documents"); (b) consent to all delays, extensions, renewals or other modifications of this Note or the Loan Documents, or waivers of any term hereof or of the Loan Documents, or release or discharge by Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of Lender, or any indulgence shown by Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by Lender shall in any way affect or impair the obligations of any Obligors or be construed as a waiver by Lender of, or

otherwise affect, any of Lender's rights under this Note, under any endorsement or guaranty of this Note or under any of the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of collection or defense of this Note or of any endorsement or guaranty hereof and/or the enforcement or defense of Lender's rights with respect to, or the administration, supervision, preservation, or protection of, or realization upon, any property securing payment hereof, including, without limitation, reasonable attorney's and paralegal=s fees, including fees related to any suit, mediation or arbitration proceeding, out of court payment agreement, trial, appeal, bankruptcy proceedings or other proceeding, in such amount as may be determined reasonable by any arbitrator or court, whichever is applicable. 5. Indemnification. Obligors agree to promptly pay, indemnify and hold Lender harmless from all State and Federal taxes of any kind and other liabilities with respect to or resulting from the execution and/or delivery of this Note or any advances made pursuant to this Note. If this Note has a revolving feature and is secured by a mortgage, Obligors expressly consent to the deduction of any applicable taxes from each taxable advance extended by Lender. 6. Prepayments. Prepayments may be made in whole or in part at any time without premium or penalty. All prepayments of principal shall be applied in the inverse order of maturity, or in such other order as Lender shall determine in its sole discretion. 7. Delinquency Charge. To the extent permitted by law, a delinquency charge may be imposed in an amount not to exceed four percent (4%) of any payment that is more than fifteen days late. 8. Events of Default. The following are events of default hereunder: (a)the failure to pay any obligation, liability or indebtedness of any Obligor to Lender, whether under this Note or any Loan Documents, as and when due (whether at maturity or by acceleration); (b) the failure to perform any other obligation, liability or indebtedness of any Obligor to Lender, which failure is not cured within fifteen (15) days from the date on which Lender provides Borrower written notice of such failure to the extent that any such default can be cured by Borrower; (c) the commencement of a proceeding against any Obligor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or the merger or consolidation of any Obligor with or into another entity; (d) the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a petition for any adjustment of indebtedness, composition or extension by or against any Obligor; (e) the determination by Lender that any representation or warranty made to Lender by any Obligor in any Loan Documents or otherwise or in any financial statement or financial information submitted to Lender by any Borrower is or was, when it was made, untrue or materially misleading; (f) the entry of a judgment against any Obligor in excess of $50,000.00, which judgment is not satisfied or bonded off within thirty (30) days from the date of entry of the judgment; (g) the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment which writ relates to any damage in excess of $50,000.00 and which writ is not dismissed within thirty (30) days from the date of issuance of any such writ; or (h) the failure of any Borrower's business to comply in any material respect with any law or regulation controlling its operation.

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies available under each of the Loan Documents, as well as all rights and remedies available at law or in equity. Any judgment rendered on this Note shall bear interest at the highest rate of interest permitted pursuant to Chapter 687, Florida Statutes. 10. Non-waiver. The failure at any time of Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Lender shall be cumulative and may be pursued singly, successively or together, at the option of Lender. The acceptance by Lender of any partial payment shall not constitute a waiver of any default or of any of Lender's rights under this Note. No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by Lender unless the same shall be in writing, duly signed on behalf of Lender; each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of Lender or the obligations of Obligors to Lender in any other respect at any other time. 11. Applicable Law, Venue and Jurisdiction. This Note and the rights and obligations of Borrower and Lender shall be governed by and interpreted in accordance with the law of the State of Florida. In any litigation in connection with or to enforce this Note or any endorsement or guaranty of this Note or any Loan Documents, Obligors, and each of them, irrevocably consent to and confer personal jurisdiction on the courts of the State of Florida or the United States located within the State of Florida and expressly waive any objections as to venue in any such courts. Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law. The interest rate charged on this Note is authorized by Chapter 655, Florida Statutes and Section 687.12, Florida Statutes. 12. Partial Invalidity. The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of this Note or of the Loan Documents to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 13. Binding Effect. This Note shall be binding upon and inure to the benefit of Borrower, Obligors and Lender and their respective successors, assigns, heirs and personal representatives, provided, however, that no obligations of Borrower or Obligors hereunder can be assigned without prior written consent of Lender. 14. Controlling Document. To the extent that this Note conflicts with or is in any way incompatible with any other document related specifically to the loan evidenced by this Note, this Note shall control over any other such document, and if this Note does not address an issue, then each other such document shall control to the extent that it deals most specifically with an issue. 15. WAIVER OF JURY TRIAL.AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A

TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS NOTE OR THE LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF BORROWER OR LENDER.THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER'S ACCEPTANCE OF THIS NOTE. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note and hereby executes this Note under seal as of the date here above written. NOTICE OF FINAL AGREEMENT.THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. If this Note is secured by a mortgage on real property, documentary stamp taxes have been paid and affixed to the mortgage. EXECUTION DATE: August 7, 1998 BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC. By:____________________________ ____________________, as its 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: August 7, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase 12,500 Shares, Subject to Adjustment, of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON August 7, 2008 OR SUCH LATER DATE AS DESCRIBED IN THE FIRST PARAGRAPH BELOW This certifies that, for value received, Sally Siegel or registered assigns (collectively with Sally Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), 12,500 shares (which become exercisable on the date hereof), (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period 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 be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing

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: August 7, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase 12,500 Shares, Subject to Adjustment, of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON August 7, 2008 OR SUCH LATER DATE AS DESCRIBED IN THE FIRST PARAGRAPH BELOW This certifies that, for value received, Sally Siegel or registered assigns (collectively with Sally Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), 12,500 shares (which become exercisable on the date hereof), (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period 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 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.

2 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

2 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. 3. Rights and Obligations of Warrant Holders. 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. 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).

3 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

3 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. 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.

4 (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

4 (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. (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

5 (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

5 (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. (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

6 (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);

6 (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). 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.

7 (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

7 (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. (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.

8

8 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. 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.

9 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

9 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. 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.

10 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 August 7, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:________________________________ Name:______________________________ Title:_____________________________

11 EXHIBIT "A" PURCHASE FORM To be executed upon exercise of the Warrant. Capitalized terms have the same meanings ascribed to them in the

10 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 August 7, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:________________________________ Name:______________________________ Title:_____________________________

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

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)

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

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:______________________ __________________________

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:

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: August 7, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase up to 2,250 Shares of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON OR BEFORE AUGUST 7, 2008 This certifies that, for value received, Sally Siegel or registered assigns (collectively with Sally Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), if a promissory note of Sally Siegel, a copy of which is attached hereto as Exhibit A (the "Note"), is

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: August 7, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase up to 2,250 Shares of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON OR BEFORE AUGUST 7, 2008 This certifies that, for value received, Sally Siegel or registered assigns (collectively with Sally Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), if a promissory note of Sally Siegel, a copy of which is attached hereto as Exhibit A (the "Note"), is not paid in full as described below, up to 2,250 fully paid and nonassessable shares (the "Shares") of the Common Stock, par value $.01 per share, of the Company ("Common Stock"), which will become exercisable as follows: 750 Shares if the Note (including any accrued interest) is not paid in full on or before February 16, 1999, an additional 750 Shares if the Note (including any accrued interest) is not paid in full on or before March 16, 1999, and an additional 750 Shares if the Note (including any accrued interest) is not paid in full on or before April 16, 1999, in each case at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit B 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 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 Periods, 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.

2 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

2 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 C 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. 3. Rights and Obligations of Warrant Holders. 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.

3 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

3 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. 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.

4 (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,

4 (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. (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 conversion, exercise, 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

5 (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

5 (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. (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.

6 (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);

6 (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). 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.

7 (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

7 (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. (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.

8 (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.

8 (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. 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 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 reasonably 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 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.

9 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 reasonably 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 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. 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.

10 (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.

10 (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 7th day of August, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:______________________________ Name:____________________________ Title:___________________________

11 EXHIBIT "A" PROMISSORY NOTE

12 EXHIBIT "B" 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

11 EXHIBIT "A" PROMISSORY NOTE

12 EXHIBIT "B" 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

13 EXHIBIT "C" 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:______________________

12 EXHIBIT "B" 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

13 EXHIBIT "C" 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:___________________________ _______________________________

13 EXHIBIT "C" 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:

1 LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 18, 1998, by and among Todd and Shelia Siegel ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address: 12920 Automobile Boulevard Clearwater, Florida 33762 C. Hazardous Materials. Hazardous Materials include all materials defined as hazardous materials or substances under any local, state or federal environmental laws, rules or regulations, and petroleum, petroleum products, oil and asbestos. D. Loan. Any loan described in Section 2 hereof and any subsequent loan which states that it is subject to this Loan Agreement. E. Loan Documents. Loan Documents means this Loan Agreement and any and all promissory notes executed by

1 LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 18, 1998, by and among Todd and Shelia Siegel ("Lender") the Borrower described below. In consideration of the Loan or Loans described below and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender and Borrower agree as follows: 1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto: A. Borrower(s): Medical Technology Systems, Inc. B. Borrowers' Address: 12920 Automobile Boulevard Clearwater, Florida 33762 C. Hazardous Materials. Hazardous Materials include all materials defined as hazardous materials or substances under any local, state or federal environmental laws, rules or regulations, and petroleum, petroleum products, oil and asbestos. D. Loan. Any loan described in Section 2 hereof and any subsequent loan which states that it is subject to this Loan Agreement. E. Loan Documents. Loan Documents means this Loan Agreement and any and all promissory notes executed by the Borrower in favor of Lender and all other documents, instruments (including, without limitation, warrants), guarantees, certificates and agreements executed and/or delivered by the Borrower in connection with the Loan. F. Accounting Terms. All accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under generally accepted accounting principles ("GAAP"), as in effect from time to time, consistently applied, with respect to the financial statements referenced in Section 3.H. hereof. 2. LOANS. A. Loan. Lender hereby agrees to make a term loan to Borrowers in the principal amount of $100,000.00. The obligation to repay the loan is evidenced by a promissory note of even date herewith (the promissory note together with any and all renewals, extensions or rearrangements thereof being hereafter collectively referred to as the "Note") having a maturity date, repayment terms and interest rate as set forth in the Note. B. Use of Proceeds. The Borrower agree that the proceeds of the Loan shall be used solely for working capital purposes and shall not be used to satisfy any obligations of the Borrower other than obligations incurred in the normal course of business of the Borrower. C. Extension of Loan. The maturity of the Note shall be automatically extended from February 18, 1999 until May 16, 1999 provided that: (a) no defaults exist under this Agreement; and (b) that the Loan is not subject to any setoff, defense or counterclaim by the Borrower.

2 3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business.

2 3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. The Borrower hereby represent and warrant to Lender as follows: A. Good Standing. The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the state of its respective incorporation and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business. B. Authority and Compliance. The Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of such Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and the Borrower is in compliance with all laws and regulatory requirements to which it is subject. C. Binding Agreement. This Agreement and the other Loan Documents executed by the Borrower constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their terms. D. Litigation. There is no proceeding involving the Borrower pending or, to the knowledge of the Borrower, threatened before any court or governmental authority, agency or arbitration authority, except as disclosed to Lender in writing and acknowledged by Lender prior to the date of this Agreement. E. No Conflicting Agreements. There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the organization, power or authority of the Borrower and no provision of any existing agreement, mortgage, indenture or contract binding on the Borrower or affecting its respective properties, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the other Loan Documents. F. Ownership of Assets. The Borrower has good title to its assets, and its assets are free and clear of liens, except those granted to Lender and as disclosed to Lender prior to the date of this Agreement. G. Taxes. All taxes and assessments due and payable by the Borrower have been paid or are being contested in good faith by appropriate proceedings and the Borrower has filed all tax returns which it is required to file. H. Financial Statements. The financial statements of Borrower heretofore delivered to Lender have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved and fairly present Borrowers' financial condition as of the date or dates thereof. All factual information furnished by the Borrower to Lender in connection with this Agreement and the other Loan Documents is and will be accurate and complete on the date as of which such information is delivered to Lender and is not and will not be incomplete by the omission of any material fact necessary to make such information not misleading. I. Place of Business. The Borrower's chief executive office is located at 12920 Automobile Boulevard, Clearwater, Florida 33762.

3 J. Environmental. The conduct of the Borrower's business operations and the condition of the Borrower's property does not and will not violate any federal laws, rules or ordinances for environmental protection, regulations of the Environmental Protection Agency, any applicable local or state law, rule, regulation or rule of common law or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. K. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any advance under any Loan. 4. REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and warrants to Borrowers that Lender: (a) is an "accredited investor," as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge and experience in financial and business matters rendering the Lender capable of evaluating

3 J. Environmental. The conduct of the Borrower's business operations and the condition of the Borrower's property does not and will not violate any federal laws, rules or ordinances for environmental protection, regulations of the Environmental Protection Agency, any applicable local or state law, rule, regulation or rule of common law or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. K. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any advance under any Loan. 4. REPRESENTATIONS AND WARRANTIES OF LENDER. Lender hereby represents and warrants to Borrowers that Lender: (a) is an "accredited investor," as that term is defined in Exhibit "A" to this Agreement, (b) has such knowledge and experience in financial and business matters rendering the Lender capable of evaluating the merits and risks of an investment in securities of the Company (a "sophisticated investor"), or (c) is not an accredited or sophisticated investor, but has appointed a "purchaser representative," as that term is defined in Exhibit "A" in connection with evaluating the merits and risks of an investment in securities of the Company. 5. AFFIRMATIVE COVENANTS. Until full payment and performance of all obligations of the Borrower under the Note, the Borrower will, unless Lender consents otherwise in writing (and without limiting any requirement of any other Loan Document): A. Financial Statements and Other Information. Maintain a system of accounting satisfactory to Lender and in accordance with GAAP applied on a consistent basis throughout the period involved, permit Lender's officers or authorized representatives to visit and inspect such Borrower's books of account and other records at such reasonable times and as often as Lender may desire, and pay the reasonable fees and disbursements of any accountants or other agents of Lender selected by Lender for the foregoing purposes. Unless written notice of another location is given to Lender, the Borrower's books and records will be located at such Borrower's chief executive office set forth above. All financial statements called for below shall be prepared in form and content acceptable to Lender. In addition, the Borrower will: i. Furnish to Lender audited financial statements of such Borrower for each fiscal year of such Borrower, within ninety (90) days after the close of each such fiscal year. ii. Furnish to Lender Borrower-prepared financial statements of such Borrower for each quarter of each fiscal year of such Borrower, within forty-five (45) days after the close of each such period. iii. Furnish to Lender promptly such additional financial information and reports with respect to the business operations and financial condition of the Borrower as Lender may reasonably request. B. Insurance. Maintain insurance with responsible insurance companies on such of its properties, in such amounts and against such risks as is customarily maintained by similar businesses operating in the same vicinity, specifically to include fire and extended coverage insurance covering all assets, business interruption insurance, workers compensation insurance and liability insurance, all to be with such companies and in such amounts as are satisfactory to Lender and providing for at least 30 days prior notice to Lender of any cancellation thereof. Satisfactory evidence of such insurance will be supplied to Lender prior to funding under the Loan(s) and 30 days prior to each policy renewal.

4 C. Existence and Compliance. Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions. D. Adverse Conditions or Events. Promptly advise Lender in writing of (i) any condition, event or act which comes to its attention that would or might materially adversely affect such

4 C. Existence and Compliance. Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions. D. Adverse Conditions or Events. Promptly advise Lender in writing of (i) any condition, event or act which comes to its attention that would or might materially adversely affect such Borrower's financial condition or operations or Lender's rights under the Loan Documents, (ii) any litigation filed by or against such Borrower, (iii) any event that has occurred that would constitute an event of default under any Loan Documents and (iv) any uninsured or partially uninsured loss through fire, theft, liability or property damage in excess of an aggregate of $50,000.00. E. Taxes and Other Obligations. Pay all of its taxes, assessments and other obligations, including, but not limited to taxes, costs or other expenses arising out of this transaction, as the same become due and payable, except to the extent the same are being contested in good faith by appropriate proceedings in a diligent manner. F. Maintenance. Maintain all of its tangible property in good condition and repair and make all necessary replacements thereof, and preserve and maintain all licenses, trademarks, privileges, permits, franchises, certificates and the like necessary for the operation of its business. G. Environmental. Immediately advise Lender in writing of (i) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed or threatened pursuant to any applicable federal, state, or local laws, ordinances or regulations relating to any Hazardous Materials affecting such Borrower's business operations; and (ii) all claims made or threatened by any third party against such Borrower relating to damages, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials. The Borrower shall immediately notify Lender of any remedial action taken by Borrower with respect to such Borrower's business operations. Borrower will not use or permit any other party to use any Hazardous Materials at any of such Borrower's places of business or at any other property owned by such Borrower except such materials as are incidental to such Borrower's normal course of business, maintenance and repairs and which are handled in compliance with all applicable environmental laws. The Borrower agrees to permit Lender, its agents, contractors and employees to enter and inspect any of such Borrower's places of business or any other property of such Borrower at any reasonable times upon three (3) days prior notice for the purposes of conducting an environmental investigation and audit (including taking physical samples) to insure that such Borrower is complying with this covenant and Borrower shall reimburse Lender on demand for the costs of any such environmental investigation and audit. The Borrower shall provide Lender, its agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Materials used, generated, manufactured, stored or disposed of by such Borrower's business operations within five (5) days of the request therefore. 6. NEGATIVE COVENANTS. Until full payment and performance of all obligations of the Borrower under the Note, the Borrower will not, without the prior written consent of Lender (and without limiting any requirement of any other Loan Documents):

5 A. Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or transfer any assets, except in the normal course of its business, or enter into any merger or consolidation, or transfer control or ownership of the Borrower. B. Character of Business. Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted. C. Dividends and Distributions. Make any distribution or pay any dividends (other than dividends payable in common stock of the Borrower) on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or the retirement of any shares of any class of its capital stock. E. Management Change. Make any change in the president of the Borrower or the chief executive officer of the

5 A. Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or transfer any assets, except in the normal course of its business, or enter into any merger or consolidation, or transfer control or ownership of the Borrower. B. Character of Business. Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted. C. Dividends and Distributions. Make any distribution or pay any dividends (other than dividends payable in common stock of the Borrower) on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or the retirement of any shares of any class of its capital stock. E. Management Change. Make any change in the president of the Borrower or the chief executive officer of the Borrower, if applicable. 7. DEFAULT. Borrowers shall be in default under this Agreement and under each of the other Loan Documents if they shall default in the payment of any amounts due and owing under the Loan or should any of them fail to timely and properly observe, keep or perform any term, covenant, agreement or condition in any Loan Document or in any other loan agreement, promissory note, security agreement, deed of trust, deed to secure debt, mortgage, assignment or other contract securing or evidencing payment of any indebtedness of the Borrower to Lender. Borrower shall also be in default under this Agreement if (a) any Borrower defaults under the Second Amended and Restated Loan and Security Agreement dated as of September 5, 1996, as amended, by and among SouthTrust, certain of the Borrowers, Medical Technology Systems, Inc. ("MTS"), and certain other parties, (b) if the Borrower or MTS defaults under or refuses to issue any shares of stock pursuant to any stock warrant that is issued to Lender in connection with the loan transaction contemplated by this Loan Agreement, or (c) the Lender's attorney does not receive the original stock certificate or certificates that are subject to the Pledge Agreement within ten (10) days from the date of this Agreement. 8. REMEDIES UPON DEFAULT. If an event of default shall occur, Lender shall have all rights, powers and remedies available under each of the Loan Documents as well as all rights and remedies available at law or in equity. 9. NOTICES. All notices, requests or demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to the other party at the following address: Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762 Fax. No. (727) 573-1100 Lender: Todd and Shelia Siegel 10043 Windtree Blvd. Seminole, FL 33772 Fax No. (727) 392-2837

6 or to such other address as any party may designate by written notice to the other party. Each such notice, request and demand shall be deemed given or made as follows: A. If sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in the U.S. Mail, first class postage prepaid; B. If sent by any other means , upon delivery.

6 or to such other address as any party may designate by written notice to the other party. Each such notice, request and demand shall be deemed given or made as follows: A. If sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in the U.S. Mail, first class postage prepaid; B. If sent by any other means , upon delivery. 10. COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Lender immediately upon demand the full amount of all costs and expenses, including reasonable attorneys' fees incurred by Lender in connection with (a) negotiation and preparation of this Agreement and each of the Loan Documents, and (b) all other costs and attorneys' fees incurred by Lender for which Borrowers are obligated to reimburse Lender in accordance with the terms of the Loan Documents. 11. MISCELLANEOUS. Borrowers and Lender further covenant and agree as follows, without limiting any requirement of any other Loan Document: A. Cumulative Rights and No Waiver. Each and every right granted to Lender under any Loan Document, or allowed it by law or equity shall be cumulative of each other and may be exercised in addition to any and all other rights of Lender, and no delay in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right preclude any other or future exercise thereof or the exercise of any other right. The Borrower expressly waives any presentment, demand, protest or other notice of any kind, including but not limited to notice of intent to accelerate and notice of acceleration. No notice to or demand on the Borrower in any case shall, of itself, entitle the Borrower to any other or future notice or demand in similar or other circumstances. B. Applicable Law. This Loan Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of Florida and applicable United States federal law. C. Amendment. No modification, consent, amendment or waiver of any provision of this Loan Agreement, nor consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by an officer of Lender, and then shall be effective only in the specified instance and for the purpose for which given. This Loan Agreement is binding upon the Borrower, their respective successors and assigns, and inures to the benefit of Lender, its successors and assigns; however, no assignment or other transfer of the Borrower's rights or obligations hereunder shall be made or be effective without Lender's prior written consent, nor shall it relieve the Borrower of any obligations hereunder. There is no third party beneficiary of this Loan Agreement. D. Documents. All documents, certificates and other items required under this Loan Agreement to be executed and/or delivered to Lender shall be in form and content satisfactory to Lender and its counsel. E. Partial Invalidity. The unenforceability or invalidity of any provision of this Loan Agreement shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of any Loan Document to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.

7 F. Indemnification. Notwithstanding anything to the contrary contained in Section 12(G), the Borrower shall indemnify, defend and hold Lender and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees and court costs) arising from or in any way related to any of the transactions contemplated hereby, including but not limited to actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release of Hazardous Materials, arising from the Borrower's business operations, any other property owned by the Borrower or in the surface or ground water arising from any of the Borrower's business operations, or gaseous emissions arising from any such

7 F. Indemnification. Notwithstanding anything to the contrary contained in Section 12(G), the Borrower shall indemnify, defend and hold Lender and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees and court costs) arising from or in any way related to any of the transactions contemplated hereby, including but not limited to actual or threatened damage to the environment, agency costs of investigation, personal injury or death, or property damage, due to a release or alleged release of Hazardous Materials, arising from the Borrower's business operations, any other property owned by the Borrower or in the surface or ground water arising from any of the Borrower's business operations, or gaseous emissions arising from any such Borrower's business operations or any other condition existing or arising from the Borrower's business operations resulting from the use or existence of Hazardous Materials, whether such claim proves to be true or false. The Borrower further agrees that its indemnity obligations shall include, but are not limited to, liability for damages resulting from the personal injury or death of an employee of the Borrower, regardless of whether the Borrower has paid the employee under the workmen' s compensation laws of any state or other similar federal or state legislation for the protection of employees. The term "property damage" as used in this paragraph includes, but is not limited to, damage to any real or personal property of the Borrower, the Lender, and of any third parties. The Borrower's obligations under this paragraph shall survive the repayment of the Loan. G. Survivability. All covenants, agreements, representations and warranties made herein or in the other Loan Documents shall survive the making of the Loan and shall continue in full force and effect so long as the Loan is outstanding or the obligation of the Lender to make any advances under the Line shall not have expired. H. Counterparts. This Agreement may be executed in two or more counterparts any by facsimile transmission of signed counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. WAIVER OF JURY TRIAL. AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, THE BORROWER AND THE LENDER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT, THE NOTE, OR ANY OTHER LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF THE BORROWER OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER'S AGREEMENT TO MAKE THE LOAN TO THE BORROWER. 13. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 14. JOINT VENTURE. Neither this Loan Agreement nor any other Loan Document creates or evidences a partnership or joint venture between the Borrower and the Lender. The relationship between Borrower and Lender is solely that of a debtor and creditor.

8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal by their duly authorized representatives as of the date first above written. LENDER: Todd and Shelia Siegel BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC.

8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal by their duly authorized representatives as of the date first above written. LENDER: Todd and Shelia Siegel BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC. By:___________________________ ___________________, as its 9 EXHIBIT "A" With respect to individuals, an "accredited investor" is defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended ("Reg D"), as (i) "any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000," (ii) "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year," or (iii) "any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer." "Purchaser representative" is defined by Reg D as a person that is "not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer," unless the purchaser is (a) a relative of the purchaser representative by blood, marriage, or adoption, and is not more remote than a first cousin; (b) a trust or estate in which the purchaser representative and any persons related to him as described in sections (a) or (c) of this paragraph collectively have more than 50% of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; (c) a corporation or other organization of which the purchaser representative and any persons related to him as described in sections (a) or (b) of this paragraph collectively are the beneficial owners of more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests. A "purchaser representative" must have such knowledge and experience in financial and business matters that he is capable of evaluating (together with the purchaser or other purchaser representatives of the purchaser) the merits and risks of the prospective investment. A "purchaser representative" must also meet certain acknowledgement and disclosure requirements described in Reg D.

1 Promissory Note
Date August 18, 1998 Amount $100,000.00

Maturity Date February 18, 1999

================================================================================ Lender: Borrowers: Todd and Shelia Siegel 10043 Windtree Blvd. Seminole, Florida 33772 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

9 EXHIBIT "A" With respect to individuals, an "accredited investor" is defined by Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended ("Reg D"), as (i) "any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000," (ii) "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year," or (iii) "any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer." "Purchaser representative" is defined by Reg D as a person that is "not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer," unless the purchaser is (a) a relative of the purchaser representative by blood, marriage, or adoption, and is not more remote than a first cousin; (b) a trust or estate in which the purchaser representative and any persons related to him as described in sections (a) or (c) of this paragraph collectively have more than 50% of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; (c) a corporation or other organization of which the purchaser representative and any persons related to him as described in sections (a) or (b) of this paragraph collectively are the beneficial owners of more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests. A "purchaser representative" must have such knowledge and experience in financial and business matters that he is capable of evaluating (together with the purchaser or other purchaser representatives of the purchaser) the merits and risks of the prospective investment. A "purchaser representative" must also meet certain acknowledgement and disclosure requirements described in Reg D.

1 Promissory Note
Date August 18, 1998 Amount $100,000.00

Maturity Date February 18, 1999

================================================================================ Lender: Borrowers: Todd and Shelia Siegel 10043 Windtree Blvd. Seminole, Florida 33772 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Lender, the principal amount of One Hundred Thousand and No/100 Dollars ($100,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. Rate. Fixed Rate. The Rate shall be fixed at twelve percent (12.0%) per annum. Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess

1 Promissory Note
Date August 18, 1998 Amount $100,000.00

Maturity Date February 18, 1999

================================================================================ Lender: Borrowers: Todd and Shelia Siegel 10043 Windtree Blvd. Seminole, Florida 33772 Medical Technology Systems, Inc. 12920 Automobile Boulevard Clearwater, Florida 33762

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Lender, the principal amount of One Hundred Thousand and No/100 Dollars ($100,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. Rate. Fixed Rate. The Rate shall be fixed at twelve percent (12.0%) per annum. Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Florida; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal, at the option of Lender. 2. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). 3. Payment Schedule. All payments received hereunder shall be applied first to the payment of any expense or charges payable hereunder or under any other loan documents executed in connection with this Note, then to interest due and payable, with the balance applied to principal, or in such other order as Lender shall determine at its option. Single Payment. Principal and interest shall be paid in full in a single payment on February 18, 1999.The maturity date of this Note shall be automatically extended from February 18, 1999, to May 16, 1999, if the Borrower satisfies all of the terms and conditions of a Loan Agreement of even date herewith between Borrower and Lender. 4. Waivers, Consents and Covenants. Borrower, any endorser or guarantor 9hereof, or any other party hereto (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally: (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, or any other documents executed in connection with this Note or any other note or other loan documents now or hereafter executed in connection with any obligation of Borrower to Lender (the "Loan Documents"); (b) consent to all delays, extensions, renewals or other modifications of this Note or the Loan Documents, or waivers of any term hereof or of the Loan Documents, or release or discharge by Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of Lender, or any indulgence shown by Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by Lender shall in any way affect or impair the obligations of any Obligors or be construed as a waiver by Lender of, or

otherwise affect, any of Lender's rights under this Note, under any endorsement or guaranty of this Note or under any of the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of collection or defense of this Note or of any endorsement or guaranty hereof and/or the enforcement or defense of Lender's rights with respect to, or the administration, supervision, preservation, or protection of, or realization upon, any property securing payment hereof, including, without limitation, reasonable attorney's and paralegal=s fees, including fees related to any suit, mediation or arbitration proceeding, out of court payment agreement, trial, appeal, bankruptcy proceedings or other proceeding, in such amount as may be determined reasonable by any arbitrator or court, whichever is applicable. 5. Indemnification. Obligors agree to promptly pay, indemnify and hold Lender harmless from all State and Federal taxes of any kind and other liabilities with respect to or resulting from the execution and/or delivery of this Note or any advances made pursuant to this Note. If this Note has a revolving feature and is secured by a mortgage, Obligors expressly consent to the deduction of any applicable taxes from each taxable advance extended by Lender. 6. Prepayments. Prepayments may be made in whole or in part at any time without premium or penalty. All prepayments of principal shall be applied in the inverse order of maturity, or in such other order as Lender shall determine in its sole discretion. 7. Delinquency Charge. To the extent permitted by law, a delinquency charge may be imposed in an amount not to exceed four percent (4%) of any payment that is more than fifteen days late. 8. Events of Default. The following are events of default hereunder:(a) the failure to pay any obligation, liability or indebtedness of any Obligor to Lender, whether under this Note or any Loan Documents, as and when due (whether at maturity or by acceleration); (b) the failure to perform any other obligation, liability or indebtedness of any Obligor to Lender, which failure is not cured within fifteen (15) days from the date on which Lender provides Borrower written notice of such failure to the extent that any such default can be cured by Borrower; (c) the commencement of a proceeding against any Obligor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or the merger or consolidation of any Obligor with or into another entity; (d) the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a petition for any adjustment of indebtedness, composition or extension by or against any Obligor; (e) the determination by Lender that any representation or warranty made to Lender by any Obligor in any Loan Documents or otherwise or in any financial statement or financial information submitted to Lender by any Borrower is or was, when it was made, untrue or materially misleading; (f) the entry of a judgment against any Obligor in excess of $50,000.00, which judgment is not satisfied or bonded off within thirty (30) days from the date of entry of the judgment; (g) the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment which writ relates to any damage in excess of $50,000.00 and which writ is not dismissed within thirty (30) days from the date of issuance of any such writ; or (h) the failure of any Borrower's business to comply in any material respect with any law or regulation controlling its operation.

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate").The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any

2 9. Remedies upon Default. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of Lender, become immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Lender's discretion up to the maximum rate allowed by law, or if none, 18% per annum (the "Default Rate").The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies available under each of the Loan Documents, as well as all rights and remedies available at law or in equity. Any judgment rendered on this Note shall bear interest at the highest rate of interest permitted pursuant to Chapter 687, Florida Statutes. 10. Non-waiver. The failure at any time of Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Lender shall be cumulative and may be pursued singly, successively or together, at the option of Lender. The acceptance by Lender of any partial payment shall not constitute a waiver of any default or of any of Lender's rights under this Note. No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by Lender unless the same shall be in writing, duly signed on behalf of Lender; each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of Lender or the obligations of Obligors to Lender in any other respect at any other time. 11. Applicable Law, Venue and Jurisdiction. This Note and the rights and obligations of Borrower and Lender shall be governed by and interpreted in accordance with the law of the State of Florida. In any litigation in connection with or to enforce this Note or any endorsement or guaranty of this Note or any Loan Documents, Obligors, and each of them, irrevocably consent to and confer personal jurisdiction on the courts of the State of Florida or the United States located within the State of Florida and expressly waive any objections as to venue in any such courts. Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law. The interest rate charged on this Note is authorized by Chapter 655, Florida Statutes and Section 687.12, Florida Statutes. 12. Partial Invalidity. The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of this Note or of the Loan Documents to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 13. Binding Effect. This Note shall be binding upon and inure to the benefit of Borrower, Obligors and Lender and their respective successors, assigns, heirs and personal representatives, provided, however, that no obligations of Borrower or Obligors hereunder can be assigned without prior written consent of Lender. 14. Controlling Document. To the extent that this Note conflicts with or is in any way incompatible with any other document related specifically to the loan evidenced by this Note, this Note shall control over any other such document, and if this Note does not address an issue, then each other such document shall control to the extent that it deals most specifically with an issue. 15. WAIVER OF JURY TRIAL.AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A

TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS NOTE OR THE LOAN DOCUMENTS, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF BORROWER OR LENDER.THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER'S ACCEPTANCE OF THIS NOTE. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note and hereby executes this Note under seal as of the date here above written. NOTICE OF FINAL AGREEMENT.THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. If this Note is secured by a mortgage on real property, documentary stamp taxes have been paid and affixed to the mortgage. EXECUTION DATE: August 18, 1998 BORROWER: MEDICAL TECHNOLOGY SYSTEMS, INC. By:____________________________ ____________________, as its 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: August 18, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase 50,000 Shares, Subject to Adjustment, of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON August 18, 2008 OR SUCH LATER DATE AS DESCRIBED IN THE FIRST PARAGRAPH BELOW This certifies that, for value received, Todd and Shelia Siegel or registered assigns (collectively with Todd and Shelia Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), 50,000 shares (which become exercisable on the date hereof), (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period 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 be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing

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: August 18, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase 50,000 Shares, Subject to Adjustment, of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON August 18, 2008 OR SUCH LATER DATE AS DESCRIBED IN THE FIRST PARAGRAPH BELOW This certifies that, for value received, Todd and Shelia Siegel or registered assigns (collectively with Todd and Shelia Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), 50,000 shares (which become exercisable on the date hereof), (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period 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 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.

2 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

2 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. 3. Rights and Obligations of Warrant Holders. 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. 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).

3 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

3 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. 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.

4 (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

4 (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. (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.

5 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

5 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. (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

6 (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,

6 (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). 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.

7 (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. (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

7 (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. (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.

8 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. 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

8 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. 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.

9 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

9 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. 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.

10 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 August 18, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:____________________________ Name:__________________________ Title:_________________________

11 EXHIBIT "A" PURCHASE FORM To be executed upon exercise of the Warrant. Capitalized terms have the same meanings ascribed to them in the

10 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 August 18, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:____________________________ Name:__________________________ Title:_________________________

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

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)

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

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:

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:

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: August 18, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase up to 9,000 Shares of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON OR BEFORE AUGUST 18, 2008 This certifies that, for value received, Todd and Shelia Siegel or registered assigns (collectively with Todd and Shelia Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), if a promissory note of Todd and Shelia Siegel, a copy of which is attached hereto as Exhibit A (the "Note"), is not paid in full as described below, up to 9,000 fully paid and nonassessable shares (the "Shares") of the Common Stock, par value $.01 per share, of the Company ("Common Stock"), which will become exercisable as follows: 3,000 Shares if the Note (including any accrued interest) is not paid in full on or

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: August 18, 1998 NO. I FORM OF WARRANT MEDICAL TECHNOLOGY SYSTEMS, INC. Warrant to Purchase up to 9,000 Shares of Common Stock, par value $.01 per share VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON OR BEFORE AUGUST 18, 2008 This certifies that, for value received, Todd and Shelia Siegel or registered assigns (collectively with Todd and Shelia Siegel, the "Holder"), is entitled to purchase from Medical Technology Systems, Inc., a Florida corporation (the "Company"), if a promissory note of Todd and Shelia Siegel, a copy of which is attached hereto as Exhibit A (the "Note"), is not paid in full as described below, up to 9,000 fully paid and nonassessable shares (the "Shares") of the Common Stock, par value $.01 per share, of the Company ("Common Stock"), which will become exercisable as follows: 3,000 Shares if the Note (including any accrued interest) is not paid in full on or before February 18, 1999, an additional 3,000 Shares if the Note (including any accrued interest) is not paid in full on or before March 18, 1999, and an additional 3,000 Shares if the Note (including any accrued interest) is not paid in full on or before April 18, 1999, in each case at a price of $0.75 per Share (the "Exercise Price") for ten 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. Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit B 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 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 Periods, 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.

2 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

2 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 C 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.

3 3. Rights and Obligations of Warrant Holders. 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. 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

3 3. Rights and Obligations of Warrant Holders. 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. 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. 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.

4

4 (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. (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 conversion, exercise, 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

5 (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

5 (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. (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.

6 (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);

6 (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). 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.

7 (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

7 (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. (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.

8 (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.

8 (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. 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 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 reasonably 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 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.

9 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 reasonably 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 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. 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.

10 (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.

10 (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 18th day of August, 1998. MEDICAL TECHNOLOGY SYSTEMS, INC. By:___________________________ Name:_________________________ Title:________________________

11 EXHIBIT "A" PROMISSORY NOTE

12 EXHIBIT "B" 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

11 EXHIBIT "A" PROMISSORY NOTE

12 EXHIBIT "B" 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

13 EXHIBIT "C" 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:

12 EXHIBIT "B" 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

13 EXHIBIT "C" 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:

13 EXHIBIT "C" 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:

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS OF MEDICAL TECHNOLOGY SYSTEMS, INC. FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000823560 NAME: Medical Technology Systems, Inc. MULTIPLIER: 1000 CURRENCY: US

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON

6 MOS Mar 31 1999 Apr 1 1998 Sep 30 1998 1.00 155 0 9,631 (2,897) 2,533 9,827 8,788 (5,967) 16,772 7,296 0 0 1 62

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS OF MEDICAL TECHNOLOGY SYSTEMS, INC. FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000823560 NAME: Medical Technology Systems, Inc. MULTIPLIER: 1000 CURRENCY: US

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS Mar 31 1999 Apr 1 1998 Sep 30 1998 1.00 155 0 9,631 (2,897) 2,533 9,827 8,788 (5,967) 16,772 7,296 0 0 1 62 8,588 16,772 15,426 15,426 8,710 16,563 0 0 616 (1,137) 0 (1,137) 0 662 0 (475) .08 .08