Exhibit 10.17

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                   QT 5, Inc.

                  THIS COMMON STOCK PURCHASE  WARRANT  CERTIFIES that, for value
received,  _____________ (the "Holder"), is entitled, upon the terms and subject
to the limitations on exercise and the conditions  hereinafter set forth, at any
time on or after August 19, 2003 (the "Initial  Exercise  Date") and on or prior
to the close of business on the fifth  anniversary of the Initial  Exercise Date
(the "Termination Date") but not thereafter,  to subscribe for and purchase from
QT 5, Inc.,  a  corporation  incorporated  in Delaware  (the  "Company"),  up to
____________ shares (the "Warrant Shares") of Common Stock, par value $0.001 per
share, of the Company (the "Common  Stock").  The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be $0.075,  subject
to adjustment hereunder. The Exercise Price and the number of Warrant Shares for
which the  Warrant is  exercisable  shall be subject to  adjustment  as provided
herein.  Capitalized  terms used and not otherwise defined herein shall have the
meanings set forth in that certain Securities  Purchase Agreement (the "Purchase
Agreement"),  dated  August 19,  2003,  between the  Company  and the  investors
signatory thereto.




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<PAGE>





         1.  Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

         2.  Authorization  of Shares.  The Company  covenants  that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

         3. Exercise of Warrant.

                  (a)  Exercise  of the  purchase  rights  represented  by  this
         Warrant  may be made at any  time or  times  on or  after  the  Initial
         Exercise Date and on or before the Termination  Date by delivery to the
         Company of a duly  executed  facsimile  copy of the Notice of  Exercise
         Form  annexed  hereto (or such other office or agency of the Company as
         it may designate by notice in writing to the  registered  Holder at the
         address  of  such  Holder  appearing  on the  books  of  the  Company);
         provided,  however,  within 5 Trading  Days of the date said  Notice of
         Exercise is delivered to the Company, the Holder shall have surrendered
         this Warrant to the Company and the Company shall have received payment
         of the aggregate Exercise Price of the shares thereby purchased by wire
         transfer or cashier's check drawn on a United States bank. Certificates
         for shares purchased  hereunder shall be delivered to the Holder within
         the earlier of (i) 5 Trading Days after the date on which the Notice of
         Exercise  shall have been delivered by facsimile copy or (ii) 3 Trading
         Days from the delivery to the Company of the Notice of Exercise Form by
         facsimile copy,  surrender of this Warrant and payment of the aggregate
         Exercise  Price as set forth above  ("Warrant  Share  Delivery  Date");
         provided,  however,  in the event the Warrant is not surrendered or the
         aggregate  Exercise  Price  is not  received  by the  Company  within 5
         Trading  Days after the date on which the Notice of  Exercise  shall be
         delivered by facsimile  copy,  the Warrant Share Delivery Date shall be
         extended  to the extent  such 5 Trading  Day period is  exceeded.  This
         Warrant  shall be deemed to have been  exercised on the date the Notice
         of Exercise is delivered to the Company by facsimile  copy. The Warrant
         Shares  shall be deemed to have been  issued,  and  Holder or any other
         person so designated to be named therein shall be deemed to have become
         a holder of record of such shares for all purposes,  as of the date the
         Warrant has been  exercised  by payment to the Company of the  Exercise
         Price and all taxes required to be paid by the Holder, if any, pursuant
         to Section 5 prior to the issuance of such shares,  have been paid.  If
         the  Company  fails  to  deliver  to  the  Holder  a   certificate   or


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<PAGE>

         certificates  representing  the Warrant Shares pursuant to this Section
         3(a) by the Warrant Share Delivery Date,  then the Holder will have the
         right to  rescind  such  exercise.  In  addition  to any  other  rights
         available to the Holder,  if the Company fails to deliver to the Holder
         a certificate or certificates  representing the Warrant Shares pursuant
         to an  exercise  by the  second  Trading  Day after the  Warrant  Share
         Delivery  Date,  and if after  such  third  Trading  Day the  Holder is
         required by its broker to purchase  (in an open market  transaction  or
         otherwise)  shares of Common Stock to deliver in satisfaction of a sale
         by the  Holder  of the  Warrant  Shares  which the  Holder  anticipated
         receiving  upon such exercise (a "Buy-In"),  then the Company shall (1)
         pay in cash to the Holder the  amount by which (x) the  Holder's  total
         purchase price (including brokerage commissions, if any) for the shares
         of  Common  Stock so  purchased  exceeds  (y) the  amount  obtained  by
         multiplying  (A) the  number of Warrant  Shares  that the  Company  was
         required to deliver to the Holder in  connection  with the  exercise at
         issue  times (B) the price at which the sell order  giving rise to such
         purchase obligation was executed,  and (2) at the option of the Holder,
         either  reinstate the portion of the Warrant and  equivalent  number of
         Warrant  Shares for which such  exercise  was not honored or deliver to
         the Holder  the  number of shares of Common  Stock that would have been
         issued had the Company  timely  complied with its exercise and delivery
         obligations  hereunder.  For example,  if the Holder  purchases  Common
         Stock having a total  purchase  price of $11,000 to cover a Buy-In with
         respect  to an  attempted  exercise  of shares of Common  Stock with an
         aggregate  sale  price  giving  rise to  such  purchase  obligation  of
         $10,000,  under clause (1) of the  immediately  preceding  sentence the
         Company  shall be required to pay the Holder  $1,000.  The Holder shall
         provide the Company  written notice  indicating the amounts  payable to
         the  Holder  in  respect  of  the  Buy-In,   together  with  applicable
         confirmations and other evidence  reasonably  requested by the Company.
         Nothing  herein  shall  limit a  Holder's  right to  pursue  any  other
         remedies  available  to it  hereunder,  at law or in equity  including,
         without limitation,  a decree of specific performance and/or injunctive
         relief  with  respect  to  the  Company's  failure  to  timely  deliver
         certificates  representing  shares of Common Stock upon exercise of the
         Warrant as required pursuant to the terms hereof.

                  (b) If this Warrant  shall have been  exercised  in part,  the
         Company  shall,   at  the  time  of  delivery  of  the  certificate  or
         certificates  representing  Warrant  Shares,  deliver  to  Holder a new
         Warrant  evidencing  the rights of Holder to purchase  the  unpurchased
         Warrant  Shares called for by this Warrant,  which new Warrant shall in
         all other respects be identical with this Warrant.

                  (c) The Company shall not effect any exercise of this Warrant,
         and the Holder shall not have the right to exercise any portion of this
         Warrant,  pursuant  to Section  3(a) or  otherwise,  to the extent that
         after  giving  effect  to such  issuance  after  exercise,  the  Holder
         (together with the Holder's affiliates), as set forth on the applicable
         Notice of Exercise,  would  beneficially  own in excess of 4.99% of the
         number of shares of the  Common  Stock  outstanding  immediately  after
         giving effect to such issuance. For purposes of the foregoing sentence,
         the number of shares of Common Stock  beneficially  owned by the Holder
         and its  affiliates  shall include the number of shares of Common Stock
         issuable  upon  exercise  of this  Warrant  with  respect  to which the
         determination  of such  sentence is being made,  but shall  exclude the
         number of  shares of Common  Stock  which  would be  issuable  upon (A)
         exercise  of  the  remaining,  nonexercised  portion  of  this  Warrant
         beneficially  owned  by the  Holder  or any of its  affiliates  and (B)
         exercise or conversion of the  unexercised or  nonconverted  portion of
         any other securities of the Company (including, without limitation, any
         other Debentures or Warrants)  subject to a limitation on conversion or


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<PAGE>

         exercise  analogous to the  limitation  contained  herein  beneficially
         owned by the  Holder or any of its  affiliates.  Except as set forth in
         the preceding sentence,  for purposes of this Section 3(c),  beneficial
         ownership  shall be calculated in accordance  with Section 13(d) of the
         Exchange  Act.  To the extent  that the  limitation  contained  in this
         Section  3(c)  applies,  the  determination  of whether this Warrant is
         exercisable (in relation to other  securities  owned by the Holder) and
         of which a portion of this Warrant is exercisable  shall be in the sole
         discretion of such Holder,  and the  submission of a Notice of Exercise
         shall be deemed  to be such  Holder's  determination  of  whether  this
         Warrant is exercisable (in relation to other  securities  owned by such
         Holder) and of which  portion of this Warrant is  exercisable,  in each
         case subject to such aggregate percentage  limitation,  and the Company
         shall have no  obligation  to verify or confirm  the  accuracy  of such
         determination.  For purposes of this Section 3(c), in  determining  the
         number of  outstanding  shares of Common Stock,  the Holder may rely on
         the number of  outstanding  shares of Common  Stock as reflected in (x)
         the  Company's  most recent Form 10-Q or Form 10-K, as the case may be,
         (y) a more recent public  announcement  by the Company or (z) any other
         notice by the Company or the Company's Transfer Agent setting forth the
         number of shares of Common Stock outstanding.  Upon the written or oral
         request of the  Holder,  the  Company  shall  within two  Trading  Days
         confirm  orally  and in  writing  to the Holder the number of shares of
         Common Stock then  outstanding.  In any case, the number of outstanding
         shares of Common Stock shall be  determined  after giving effect to the
         conversion  or exercise of securities  of the Company,  including  this
         Warrant,  by the  Holder or its  affiliates  since the date as of which
         such number of  outstanding  shares of Common Stock was  reported.  The
         provisions  of this Section  3(c) may be waived by the Holder upon,  at
         the election of the Holder,  not less than 61 days' prior notice to the
         Company,  and the  provisions  of this Section  3(c) shall  continue to
         apply until such 61st day (or such later  date,  as  determined  by the
         Holder, as may be specified in such notice of waiver).

                           (d) If at any time  after  one year  from the date of
         issuance of this Warrant there is no effective  Registration  Statement
         registering  the  resale  of the  Warrant  Shares by the  Holder,  this
         Warrant  may also be  exercised  at such  time by means of a  "cashless
         exercise"   in  which  the  Holder  shall  be  entitled  to  receive  a
         certificate  for the number of  Warrant  Shares  equal to the  quotient
         obtained by dividing [(A-B) (X)] by (A), where:

                  (A)     = the Closing  Price on the Trading Day  preceding the
                          date of such election;

                  (B)     = the Exercise Price of the Warrants, as adjusted; and

                  (X)     = the number of Warrant Shares  issuable upon exercise
                          of the Warrants in  accordance  with the terms of this
                          Warrant.

         4. No  Fractional  Shares  or  Scrip.  No  fractional  shares  or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.


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<PAGE>

         5. Charges,  Taxes and Expenses.  Issuance of certificates  for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

         6. Closing of Books.  The Company will not close its stockholder  books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.

         7. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable  securities laws
         and the  conditions  set forth in Sections 1 and 7(e) hereof and to the
         provisions of Section 4.1 of the Purchase  Agreement,  this Warrant and
         all  rights  hereunder  are  transferable,  in whole  or in part,  upon
         surrender  of this  Warrant  at the  principal  office of the  Company,
         together with a written assignment of this Warrant substantially in the
         form  attached  hereto  duly  executed  by the  Holder  or its agent or
         attorney and funds  sufficient  to pay any transfer  taxes payable upon
         the making of such transfer. Upon such surrender and, if required, such
         payment,  the  Company  shall  execute  and  deliver a new  Warrant  or
         Warrants  in  the  name  of  the  assignee  or  assignees  and  in  the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

                  (b)  This  Warrant  may be  divided  or  combined  with  other
         Warrants  upon  presentation  hereof  at the  aforesaid  office  of the
         Company,  together  with a  written  notice  specifying  the  names and
         denominations  in which new  Warrants  are to be issued,  signed by the
         Holder or its agent or  attorney.  Subject to  compliance  with Section
         7(a),  as to any  transfer  which may be involved  in such  division or
         combination,  the  Company  shall  execute and deliver a new Warrant or
         Warrants  in  exchange  for the  Warrant or  Warrants  to be divided or
         combined in accordance with such notice.

                  (c) The Company  shall  prepare,  issue and deliver at its own
         expense  (other than transfer  taxes) the new Warrant or Warrants under
         this Section 7.

                  (d) The Company agrees to maintain,  at its aforesaid  office,
         books for the  registration  and the  registration  of  transfer of the
         Warrants.

                  (e) If,  at the  time of the  surrender  of  this  Warrant  in
         connection  with any  transfer of this  Warrant,  the  transfer of this
         Warrant shall not be registered  pursuant to an effective  registration
         statement  under  the  Securities  Act  and  under   applicable   state


                                       5
<PAGE>

         securities or blue sky laws, the Company may require, as a condition of
         allowing  such  transfer  (i) that the  Holder  or  transferee  of this
         Warrant,  as the case may be, furnish to the Company a written  opinion
         of  counsel  (which  opinion  shall be in  form,  substance  and  scope
         customary  for opinions of counsel in comparable  transactions)  to the
         effect that such  transfer may be made without  registration  under the
         Securities Act and under  applicable state securities or blue sky laws,
         (ii) that the holder or  transferee  execute and deliver to the Company
         an investment  letter in form and  substance  acceptable to the Company
         and (iii) that the transferee be an "accredited investor" as defined in
         Rule 501(a) promulgated under the Securities Act.

         8. No Rights as  Shareholder  until  Exercise.  This  Warrant  does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise  Price (or by means of a cashless  exercise),
the  Warrant  Shares  so  purchased  shall be and be deemed to be issued to such
Holder as the record  owner of such  shares as of the close of  business  on the
later of the date of such surrender or payment.

         9. Loss,  Theft,  Destruction  or  Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

         10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

         11. Adjustments of Exercise Price and Number of Warrant Shares.

                  (a) Stock  Splits,  etc.  The  number  and kind of  securities
         purchasable  upon the exercise of this  Warrant and the Exercise  Price
         shall be subject to adjustment  from time to time upon the happening of
         any of the  following.  In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common Stock
         to  holders  of  its  outstanding  Common  Stock,  (ii)  subdivide  its
         outstanding  shares of Common  Stock  into a greater  number of shares,
         (iii)  combine its  outstanding  shares of Common  Stock into a smaller
         number  of  shares of Common  Stock,  or (iv)  issue any  shares of its
         capital  stock in a  reclassification  of the  Common  Stock,  then the
         number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
         immediately prior thereto shall be adjusted so that the Holder shall be
         entitled  to receive  the kind and  number of  Warrant  Shares or other
         securities  of the  Company  which it  would  have  owned or have  been
         entitled to receive had such Warrant been exercised in advance thereof.
         Upon each such  adjustment of the kind and number of Warrant  Shares or
         other  securities of the Company which are purchasable  hereunder,  the
         Holder shall  thereafter  be entitled to purchase the number of Warrant



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<PAGE>

         Shares  or  other  securities  resulting  from  such  adjustment  at an
         Exercise  Price  per  Warrant  Share  or  other  security  obtained  by
         multiplying  the  Exercise  Price in effect  immediately  prior to such
         adjustment by the number of Warrant Shares purchasable  pursuant hereto
         immediately  prior to such  adjustment  and  dividing  by the number of
         Warrant Shares or other  securities of the Company  resulting from such
         adjustment.  An adjustment made pursuant to this paragraph shall become
         effective   immediately   after  the  effective   date  of  such  event
         retroactive to the record date, if any, for such event.

                  (b) Anti-Dilution Provisions.  During the Exercise Period, the
         Exercise  Price  shall be  subject to  adjustment  from time to time as
         provided in this Section 11(b). In the event that any adjustment of the
         Exercise Price as required herein results in a fraction of a cent, such
         Exercise Price shall be rounded up or down to the nearest cent.

                           (i) Adjustment of Exercise Price. If and whenever the
                  Company  issues  or  sells,  or  in  accordance  with  Section
                  11(b)(ii)  hereof is deemed to have issued or sold, any shares
                  of Common Stock for a consideration per share of less than the
                  then Exercise Price or for no consideration (such lower price,
                  the "Base  Share  Price" and such  issuances  collectively,  a
                  "Dilutive  Issuance"),  then,  the  Exercise  Price  shall  be
                  reduced  to equal the Base  Share  Price,  provided,  that for
                  purposes hereof, all securities exercisable,  convertible into
                  or exchangeable  for Common Stock  ("Convertible  Securities")
                  shall be deemed outstanding  immediately after the issuance of
                  such Common Stock. Such adjustment shall be made whenever such
                  shares of Common Stock or Convertible Securities are issued.

                           (ii) Effect on Exercise Price of Certain Events.  For
                  purposes of  determining  the  adjusted  Exercise  Price under
                  Section 11(b) hereof, the following will be applicable:

                                             (A)  Issuance of Rights or Options.
                           If the  Company  in any  manner  issues or grants any
                           warrants,   rights  or   options,   whether   or  not
                           immediately  exercisable,  to  subscribe  for  or  to
                           purchase Common Stock or Convertible Securities (such
                           warrants, rights and options to purchase Common Stock
                           or Convertible Securities are hereinafter referred to
                           as "Options")  and the effective  price per share for
                           which Common  Stock is issuable  upon the exercise of
                           such Options is less than the Exercise  Price ("Below
                           Base Price  Options"),  then the maximum total number
                           of shares of Common Stock  issuable upon the exercise
                           of all such Below Base Price Options  (assuming  full
                           exercise,   conversion  or  exchange  of  Convertible
                           Securities,  if  applicable)  will, as of the date of
                           the  issuance  or  grant  of such  Below  Base  Price
                           Options, be deemed to be outstanding and to have been
                           issued  and sold by the  Company  for such  price per
                           share and the  maximum  consideration  payable to the
                           Company upon such exercise  (assuming  full exercise,
                           conversion or exchange of Convertible Securities,  if
                           applicable)  will be deemed to have been  received by
                           the Company.  For purposes of the preceding sentence,
                           the "effective price per share for which Common Stock
                           is  issuable  upon the  exercise  of such  Below Base
                           Price  Options" is  determined  by  dividing  (i) the
                           total amount,  if any,  received or receivable by the
                           Company as consideration for the issuance or granting


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<PAGE>

                           of all  such  Below  Base  Price  Options,  plus  the
                           minimum aggregate amount of additional consideration,
                           if any,  payable to the Company  upon the exercise of
                           all such Below Base Price Options,  plus, in the case
                           of Convertible  Securities issuable upon the exercise
                           of  such  Below  Base  Price  Options,   the  minimum
                           aggregate amount of additional  consideration payable
                           upon the exercise,  conversion or exchange thereof at
                           the time such  Convertible  Securities  first  become
                           exercisable, convertible or exchangeable, by (ii) the
                           maximum  total  number  of  shares  of  Common  Stock
                           issuable  upon the  exercise  of all such  Below Base
                           Price   Options    (assuming   full   conversion   of
                           Convertible  Securities,  if applicable).  No further
                           adjustment  to the  Exercise  Price will be made upon
                           the actual  issuance  of such  Common  Stock upon the
                           exercise of such Below Base Price Options or upon the
                           exercise,   conversion  or  exchange  of  Convertible
                           Securities  issuable upon exercise of such Below Base
                           Price Options.

                                            (B)    Issuance    of    Convertible
                           Securities.  If the  Company in any manner  issues or
                           sells  any  Convertible  Securities,  whether  or not
                           immediately  convertible  (other  than where the same
                           are  issuable  upon the  exercise of Options) and the
                           effective  price per share for which  Common Stock is
                           issuable upon such  exercise,  conversion or exchange
                           is less than the  Exercise  Price,  then the  maximum
                           total number of shares of Common Stock  issuable upon
                           the  exercise,  conversion  or  exchange  of all such
                           Convertible  Securities  will,  as of the date of the
                           issuance of such Convertible Securities, be deemed to
                           be  outstanding  and to have been  issued and sold by
                           the  Company for such price per share and the maximum
                           consideration   payable  to  the  Company  upon  such
                           exercise  (assuming  full  exercise,   conversion  or
                           exchange of  Convertible  Securities,  if applicable)
                           will be deemed to have been  received by the Company.
                           For  the  purposes  of the  preceding  sentence,  the
                           "effective  price per share for which Common Stock is
                           issuable upon such exercise,  conversion or exchange"
                           is determined  by dividing (i) the total  amount,  if
                           any,   received  or  receivable  by  the  Company  as
                           consideration  for the  issuance  or sale of all such
                           Convertible  Securities,  plus the minimum  aggregate
                           amount of additional  consideration,  if any, payable
                           to the  Company  upon  the  exercise,  conversion  or
                           exchange   thereof  at  the  time  such   Convertible
                           Securities first become  exercisable,  convertible or
                           exchangeable,  by (ii) the  maximum  total  number of
                           shares of Common Stock  issuable  upon the  exercise,
                           conversion  or  exchange  of  all  such   Convertible
                           Securities.  No further  adjustment  to the  Exercise
                           Price will be made upon the actual  issuance  of such
                           Common Stock upon exercise, conversion or exchange of
                           such Convertible Securities.

                                            (C)   Change  in  Option   Price  or
                           Conversion  Rate. If there is a change at any time in


                                       8
<PAGE>

                           (i) the amount of additional consideration payable to
                           the Company upon the  exercise of any  Options;  (ii)
                           the  amount  of  additional  consideration,  if  any,
                           payable to the Company upon the exercise,  conversion
                           or exchange of any Convertible  Securities;  or (iii)
                           the  rate at which  any  Convertible  Securities  are
                           convertible into or exchangeable for Common Stock (in
                           each  such  case,  other  than  under or by reason of
                           provisions designed to protect against dilution), the
                           Exercise  Price in effect at the time of such  change
                           will be readjusted to the Exercise  Price which would
                           have been in effect at such time had such  Options or
                           Convertible Securities still outstanding provided for
                           such  changed  additional  consideration  or  changed
                           conversion  rate,  as the  case  may be,  at the time
                           initially granted, issued or sold.

                                            (D)  Calculation  of   Consideration
                           Received. If any Common Stock, Options or Convertible
                           Securities are issued,  granted or sold for cash, the
                           consideration  received therefor for purposes of this
                           Warrant  will be the amount  received  by the Company
                           therefor, before deduction of reasonable commissions,
                           underwriting   discounts  or   allowances   or  other
                           reasonable  expenses  paid or incurred by the Company
                           in connection  with such issuance,  grant or sale. In
                           case  any  Common  Stock,   Options  or   Convertible
                           Securities  are  issued  or sold for a  consideration
                           part or all of which  shall be other than  cash,  the
                           amount of the consideration  other than cash received
                           by the Company  will be the fair market value of such
                           consideration,   except   where  such   consideration
                           consists of  securities,  in which case the amount of
                           consideration  received  by the  Company  will be the
                           fair market value  (closing  bid price,  if traded on
                           any  market)  thereof as of the date of  receipt.  In
                           case  any  Common  Stock,   Options  or   Convertible
                           Securities  are issued in connection  with any merger
                           or   consolidation   in  which  the  Company  is  the
                           surviving  corporation,  the amount of  consideration
                           therefor  will be deemed to be the fair market  value
                           of such portion of the net assets and business of the
                           non-surviving  corporation as is attributable to such
                           Common Stock, Options or Convertible  Securities,  as
                           the  case  may  be.  The  fair  market  value  of any
                           consideration  other than cash or securities  will be
                           determined in good faith by an  investment  banker or
                           other  appropriate  expert  of  national   reputation
                           selected by the Company and reasonably  acceptable to
                           the holder  hereof,  with the costs of such appraisal
                           to be borne by the Company.

                                            (E)   Exceptions  to  Adjustment  of
                           Exercise  Price.  Notwithstanding  the foregoing,  no
                           adjustment  will be made under this Section  11(b) in
                           respect of (1) the granting of options to  employees,
                           officers and directors of the Company pursuant to any
                           stock  option plan duly  adopted by a majority of the
                           non-employee members of the Board of Directors of the
                           Company or a majority  of the  members of a committee
                           of  non-employee   directors   established  for  such
                           purpose,  (2) upon the exercise of the  Debentures or
                           any  Debentures of this series or of any other series
                           or security  issued by the Company in connection with
                           the  offer  and  sale  of this  Company's  securities


                                       9
<PAGE>

                           pursuant to the Purchase  Agreement,  or (3) upon the
                           exercise  of  or   conversion   of  any   Convertible
                           Securities or Options  issued and  outstanding on the
                           Original  Issue Date,  provided  that the  securities
                           have not been amended  since the date of the Purchase
                           Agreement   except  as  a  result  of  the   Purchase
                           Agreement,   or   (4)   acquisitions   or   strategic
                           investments,  the primary  purpose of which is not to
                           raise capital.


                           (iii)  Minimum   Adjustment  of  Exercise  Price.  No
                  adjustment of the Exercise Price shall be made in an amount of
                  less than 1% of the Exercise  Price in effect at the time such
                  adjustment  is  otherwise  required  to be made,  but any such
                  lesser  adjustment  shall be carried forward and shall be made
                  at the time and together with the next  subsequent  adjustment
                  which, together with any adjustments so carried forward, shall
                  amount to not less than 1% of such Exercise Price.

         12.   Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder shall have the right thereafter to receive,  at
the option of the  Holder,  (a) upon  exercise  of this  Warrant,  the number of
shares of Common  Stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is  exercisable  immediately  prior to such event or (b) cash
equal  to the  value  of this  Warrant  as  determined  in  accordance  with the
Black-Scholes  option  pricing  formula.  In  case of any  such  reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or



                                       10
<PAGE>

exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  12  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

         13.  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         14.  Notice of  Adjustment.  Whenever  the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

         15. Notice of Corporate Action. If at any time:

                  (a) the  Company  shall  take a record of the  holders  of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other  distribution,  or any right to  subscribe  for or  purchase  any
         evidences of its indebtedness,  any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital  reorganization of the Company,
         any  reclassification  or  recapitalization of the capital stock of the
         Company or any  consolidation  or merger of the  Company  with,  or any
         sale,  transfer or other  disposition of all or  substantially  all the
         property, assets or business of the Company to, another corporation or,

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

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property


                                       11
<PAGE>

deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).

         16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any  requirements  of the Principal  Market
upon which the Common Stock may be listed.

                  Except  and to the  extent as waived  or  consented  to by the
Holder,  the Company  shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the 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 or  appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such  increase  in par value,  (b) take all such action as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                  Before  taking any action which would result in an  adjustment
in the number of Warrant  Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

         17. Miscellaneous.

                  (a)  Jurisdiction.  This Warrant  shall  constitute a contract
         under the laws of New York,  without  regard  to its  conflict  of law,
         principles or rules.

                  (b)  Restrictions.  The Holder  acknowledges  that the Warrant
         Shares  acquired upon the exercise of this Warrant,  if not registered,
         will  have  restrictions  upon  resale  imposed  by state  and  federal
         securities laws.


                                       12
<PAGE>

                  (c) Nonwaiver and Expenses.  No course of dealing or any delay
         or failure to exercise any right  hereunder on the part of Holder shall
         operate  as a waiver  of such  right or  otherwise  prejudice  Holder's
         rights,  powers  or  remedies,  notwithstanding  all  rights  hereunder
         terminate  on the  Termination  Date.  If  the  Company  willfully  and
         knowingly  fails to comply with any  provision of this  Warrant,  which
         results in any material damages to the Holder, the Company shall pay to
         Holder  such  amounts  as shall be  sufficient  to cover  any costs and
         expenses  including,  but not limited to,  reasonable  attorneys' fees,
         including  those  of  appellate  proceedings,  incurred  by  Holder  in
         collecting  any amounts due pursuant  hereto or in otherwise  enforcing
         any of its rights, powers or remedies hereunder.

                  (d) Notices. Any notice, request or other document required or
         permitted to be given or  delivered to the Holder by the Company  shall
         be delivered in accordance  with the notice  provisions of the Purchase
         Agreement.

                  (e)  Limitation  of  Liability.  No provision  hereof,  in the
         absence of any affirmative action by Holder to exercise this Warrant or
         purchase  Warrant  Shares,  and no enumeration  herein of the rights or
         privileges  of Holder,  shall give rise to any  liability of Holder for
         the  purchase  price of any  Common  Stock or as a  stockholder  of the
         Company,  whether  such  liability  is  asserted  by the  Company or by
         creditors of the Company.

                  (f)  Remedies.  Holder,  in  addition  to  being  entitled  to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific  performance  of its rights under this Warrant.
         The  Company  agrees  that  monetary  damages  would  not  be  adequate
         compensation  for any loss  incurred by reason of a breach by it of the
         provisions  of this  Warrant and hereby  agrees to waive the defense in
         any  action  for  specific  performance  that a remedy  at law would be
         adequate.

                  (g) Successors and Assigns.  Subject to applicable  securities
         laws,  this  Warrant and the rights and  obligations  evidenced  hereby
         shall inure to the benefit of and be binding upon the successors of the
         Company  and the  successors  and  permitted  assigns  of  Holder.  The
         provisions  of this  Warrant are  intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be  enforceable  by
         any such Holder or holder of Warrant Shares.

                  (h) Amendment.  This Warrant may be modified or amended or the
         provisions  hereof  waived with the written  consent of the Company and
         the Holder.

                  (i) Severability.  Wherever  possible,  each provision of this
         Warrant  shall be  interpreted  in such manner as to be  effective  and
         valid under  applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under  applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating   the  remainder  of  such  provisions  or  the  remaining
         provisions of this Warrant.

                  (j)  Headings.  The headings  used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.

                              ********************


                                       13
<PAGE>





                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  August __, 2003
                                   QT 5, INC.



                                   By:____________________________________
                                      Name:
                                      Title:









                                       14
<PAGE>






                               NOTICE OF EXERCISE

To: Ambient Corporation

         (1)______The  undersigned  hereby elects to purchase  ________  Warrant
Shares of QT 5, Inc.  pursuant  to the terms of the  attached  Warrant  (only if
exercised in full),  and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

         (2)______Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the  cancellation  of such number of Warrant  Shares as is
                  necessary,  in  accordance  with  the  formula  set  forth  in
                  subsection  3(d), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares  purchasable  pursuant to the
                  cashless exercise procedure set forth in subsection 3(d).

         (3)______Please  issue a certificate or certificates  representing said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

                  ----------------------------------------

The Warrant Shares shall be delivered to the following:

                  ----------------------------------------

                  ----------------------------------------

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                                       [PURCHASER]


                                       By: ______________________________
                                           Name:
                                           Title:

                                       Dated:  ________________________




<PAGE>





                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to


                                                whose address is
-----------------------------------------------

---------------------------------------------------------------.

---------------------------------------------------------------

                  _________                      Dated:  ______________, _______


                  Holder's Signature:       _____________________________

                  Holder's Address:         _____________________________

                                            _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.