Exhibit 10.9


                                   QT 5, INC.

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement  ("Agreement") is made and entered into this
ninth day of June 2003 by and between QT 5, Inc.,  a Delaware  corporation  (the
"Company"), and Timothy J. Owens ("Executive").

                                    RECITALS

         WHEREAS,  Executive  has the  experience  to  provide  services  to the
Company of an extraordinary  character which gives such services a unique value;
and

         WHEREAS,  the Company desires to retain the services of Executive,  and
Executive desires to be employed by the Company for the term of this Agreement.

         NOW AND THEREFORE,  the Company and Executive,  intending to be legally
bound, hereby agree as follows:

         1.  EMPLOYMENT.  The  Company  hereby  employs  Executive  as the CHIEF
EXECUTIVE OFFICER of the Company.  For the term of Executive's  employment,  and
upon the other  conditions set forth in this Agreement,  Executive  accepts such
employment  and agrees to perform  services for the Company,  subject  always to
such  resolutions as are established from time to time by the Board of Directors
of the Company.

         2. TERM. The term of Executive's employment hereunder shall commence on
the execution date of this  Agreement and continue  through June 8, 2008 subject
to the termination  provisions contained herein. The Agreement may be terminated
by the Company only for cause as set forth below,  and shall not  constitute "at
will" employment.

         3. POSITION AND DUTIES.

            3.1.  SERVICES WITH THE COMPANY.  During the term of this Agreement,
Executive agrees to perform such duties and exercise such powers related thereto
as may from time to time be assigned to him by the Company's  Board of Directors
(the "Board").  Executive shall duly and diligently  perform all duties assigned
to him while in the employ of the Company.  He shall be bound by and  faithfully
observe and abide by all rules and  regulations of the Company which are brought
to his  notice or of which he  should  be  reasonably  aware.  Executive  hereby
accepts  such  employment,  agrees  to  serve  the  Company  in  the  capacities
indicated,  and agrees to use  Executive's  best  efforts  in, and shall  devote
Executive's full working time, attention, skill and energies to, the advancement
of the interests of the Company and the  performance of  Executive's  duties and
responsibilities hereunder.

            3.2.  NO  CONFLICTING  DUTIES.  Executive  shall  devote  sufficient
productive  time,  ability,  and attention to the business of the Company during
the term of this Agreement in a manner that will serve the best interests of the
Company.  During  the term  hereof,  Executive  shall not  serve as an  officer,
director,  employee,  consultant  or advisor to any other  business  without the


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prior  written  consent of the  Company's  Board,  which may be withheld for any
reason.  Executive  hereby  confirms  he is  under  no  contractual  commitments
inconsistent  with his obligations  set forth in this Agreement.  This Agreement
shall not be  interpreted to prohibit  Executive  from making  passive  personal
investments  or conduct  private  business  affairs if those  activities  do not
materially interfere with the services required under this Agreement.

         4. COMPENSATION.

            4.1 ANNUAL SALARY.  As compensation  for all services to be rendered
by Executive under this Agreement,  the Company shall pay to Executive an annual
salary of Three Hundred  Thousand  Dollars  ($300,000),  which shall increase to
Three Hundred Sixty Thousand Dollars  ($360,000)  effective October 1, 2003 (the
"Annual Salary").  Executive's Annual Salary shall be paid on a regular basis in
accordance  with the Company's  normal payroll  procedures  and policies.  On or
before the yearly  anniversary  date of this  Agreement,  the Board of Directors
shall  determine the increase to the Annual Salary,  but in no event shall it be
less than ten (10%) . The  adjusted  Annual  Salary  shall  become  effective on
October 1 each year.

            4.2 SIGNING BONUS.  Upon the execution of this Agreement,  Executive
shall earn a signing  bonus of One  Hundred  Thousand  Dollars  ($100,000)  (the
"Signing  Bonus")  payable by the Company in four  quarterly  payments of Twenty
Five Thousand Dollars ($25,000) each on July 1, 2003,  October 1, 2003,  January
1, 2004 and April 1, 2004.  In addition,  the Company shall issue and deliver to
Executive, in the aggregate a series of five-year Warrants to purchase 1,280,000
shares (the  "Warrants")  of the Company's  common stock (the  "Shares"),  which
shall  include  provisions  for cashless  exercise.  The purchase  price for the
Shares shall be $0.17 per share.  The Warrants shall be issued,  and shall fully
vest on the date of issuance.  The number and  character of the Shares of common
stock and the purchase  price are subject to adjustment as provided  therein.  A
form of the Warrant is attached hereto as Exhibit A.

            4.3 NET PROFIT  BONUS.  The Company  shall pay  Executive  an annual
bonus ("Net Profit Bonus"). The Net Profit Bonus shall equal two percent (2%) of
the Company's annual net income,  calculated using Generally Accepted Accounting
Principles.  The Net Profit  Bonus  shall be payable  annually no later than the
fifteenth  (15th)  day of the third  month  following  the end of the  Company's
fiscal year in cash and/or the  equivalent  cash  amount in fully  vested  stock
options at the fair market price of the  Company's  stock on the last day of the
Company's calendar year, at the sole discretion of Executive.

            4.4 INCENTIVE STOCK OPTIONS. The Company shall issue incentive stock
options to Executive pursuant to the Company's  qualified Incentive Stock Option
Plan. At the  discretion  of, and in an amount to be determined by, the Board of
Directors, no later than seventy five (75) days following the end of each of the
Company's  fiscal years,  Executive will receive  incentive  stock options at an
exercise  price equal to the fair market  value at the end of each fiscal  year,
but in no event shall the total value exceed $100,000 per year.  However, if the
Executive  owns at least 10% of the Company's  common  stock,  then the purchase
price  that will be paid to the  Company  when the option is  exercised  and the
stock  purchase  must equal 110% of the fair market value of the common stock as
of the date of grant.  The Incentive  Stock Options shall vest  immediately  and
shall  terminate  ten years from the date of grant.  Executive  may exercise the
incentive stock options, at his sole and absolute  discretion,  by providing the
Company  with written  notice  accompanied  by (1) cash or a cashier's  check an
amount equal to the product of the incentive


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<PAGE>


stock  option  exercise  price and the  number of shares  Executive  desires  to
purchase  pursuant  to this  provision;  or (2) by a cashless  exercise  whereby
Executive  receives  the net amount of shares after  deducting  the value of the
exercise price.

            4.5 STOCK AND OPTION  REGISTRATION  RIGHTS. In the event the Company
with or  without  the  assistance  of an  investment  banking  firm,  conducts a
registered offering of the Company's shares, the Company shall provide Executive
with registration rights to all shares,  warrants and/or options which Executive
then holds or otherwise directly or constructively owns.

            4.6 ANTI-DILUTION. The number and kind of shares or other securities
that may be issued  in  accordance  with  this  Agreement  shall be  subject  to
adjustment  from time to time upon the  happening  of certain  events while this
Agreement remains effective, as follows:

                           (a)  Merger,  Sale of Assets,  etc. If the Company at
                           any time shall consolidate with or merge into or sell
                           or convey all or substantially  all its assets to any
                           other  corporation,  the Executive,  shall thereafter
                           have the right to have issued such number and kind of
                           shares  or  other   securities  as  would  have  been
                           issuable   or   distributable   on  account  of  such
                           consolidation,  merger,  sale or conveyance,  upon or
                           with  respect to the number of shares of Common Stock
                           and number of Warrants Executive could be entitled to
                           have issued immediately prior to such  consolidation,
                           merger,  sale or conveyance  based on this Agreement.
                           The  foregoing  provision  shall  similarly  apply to
                           successive  transactions  of a similar  nature by any
                           such  successor or  purchaser.  Without  limiting the
                           generality of the  foregoing,  the provisions of this
                           Section  shall  apply  to  such  securities  of  such
                           successor or purchaser after any such  consolidation,
                           merger, sale or conveyance.

                           (b) Reclassification, etc. If the Company at any time
                           shall, by reclassification  or otherwise,  change the
                           Common  Stock into the same or a different  number of
                           securities  of any class or  classes,  the  Executive
                           shall  thereafter  have the  right to have  issued an
                           adjusted  number  of  such  securities  and  kind  of
                           securities  as would have been issuable as the result
                           of such change  with  respect to the number of shares
                           of Common  Stock or Warrants  that may be issuable to
                           Executive  immediately prior to such reclassification
                           or other  change  as of the  effective  date for such
                           reclassification or change.

                           (c) Stock Splits,  Combinations and Dividends. If the
                           shares of Common  Stock are  subdivided  or  combined
                           into a greater or smaller  number of shares of Common
                           Stock,  or if a dividend is paid on the Common  Stock
                           in shares of Common Stock, any securities issuable to
                           Executive shall be  proportionately  adjusted in case
                           of  subdivision  of shares or stock  dividend  by the
                           ratio  which  the  total  number  of shares of Common
                           Stock outstanding  immediately after such event bears
                           to  the  total  number  of  shares  of  Common  Stock
                           outstanding immediately prior to such event.


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                           (d) Share Issuance. Subject to the provisions of this
                           Section,  if the  Company at any time shall issue any
                           shares of Common  Stock prior to the  exercise of any
                           warrants  that  have  been  issued  to  Executive  in
                           accordance  with this Agreement  (otherwise  than as:
                           (i) provided in Sections 4.6(a),  4.6(b) or 4.6(c) or
                           this  subparagraph;  (ii)  pursuant  to  warrants  or
                           options  that may be granted in the future  under any
                           option  plan  of  the  Company,   or  any  employment
                           agreement,  joint venture,  credit,  leasing or other
                           financing  agreement  or any joint  venture  or other
                           strategic   arrangement,   in   each   case   now  or
                           hereinafter  entered  into  by  the  Company;   (iii)
                           pursuant to any agreement entered into by the Company
                           or any of its  subsidiaries  for the  acquisition  of
                           another business  (whether by stock purchase or asset
                           purchase,  merger or otherwise;  or (iv) for services
                           rendered by  consultants;  (i), (ii) and (iii) above,
                           are   hereinafter   referred  to  as  the   "Excluded
                           Issuances"))  for  a  consideration   less  than  the
                           exercise  price of Executive  warrants (the "Exercise
                           Price"), then, and thereafter  successively upon each
                           such issue,  the  Exercise  Price shall be reduced as
                           follows:  (i) the  number of  shares of Common  Stock
                           outstanding  immediately prior to such issue shall be
                           multiplied  by the  Exercise  Price  and the  product
                           shall  be added to the  aggregate  consideration,  if
                           any,  received  by the  Company  upon  such  issue of
                           additional  shares of Common Stock;  and (ii) the sum
                           so obtained  shall be divided by the number of shares
                           of Common Stock  outstanding  immediately  after such
                           issue.  The resulting  quotient shall be the adjusted
                           Exercise Price. Except for the Excluded Issuances for
                           purposes  of this  adjustment,  the  issuance  of any
                           security of the Company carrying the right to convert
                           such  security  into shares of Common Stock or of any
                           warrant,  right or option to  purchase  Common  Stock
                           shall result in an adjustment  to the Exercise  Price
                           upon the  issuance  of shares of  Common  Stock  upon
                           exercise of such warrant exercise rights.

                           (e)  During the period  the  warrant  exercise  right
                           exists,  the Company will reserve from its authorized
                           and  unissued  Common  Stock a  sufficient  number of
                           shares to provide for the  issuance  of Common  Stock
                           upon the full exercise of Executive's  warrants.  The
                           Company  represents  that upon issuance,  such shares
                           will be duly  and  validly  issued,  fully  paid  and
                           non-assessable.  The Company agrees that its issuance
                           of the  Executive's  warrants shall  constitute  full
                           authority  to  its  officers,  agents,  and  transfer
                           agents who are charged with the duty of executing and
                           issuing stock  certificates  to execute and issue the
                           necessary  certificates  for  shares of Common  Stock
                           upon the exercise of Executive's warrants.

            4.7  EXPENSES.   The  Company  shall  reimburse  Executive  for  all
reasonable  business or travel expenses and office related expenses  incurred by
Executive  in the  performance  of his  duties;  including  but not  limited to:
airfare, automobile rental, lodging, meals, telephone, copy costs, and supplies.
..

            4.8 BUSINESS TRAVEL. The Company and Executive recognize that it may


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periodically be necessary for Executive to travel on behalf of the Company.  The
Company  agrees  that  whenever  Executive  is  required to travel a distance in
excess of that  which may be reached  within  three  hours or more by  regularly
scheduled commercial air carriers,  the Company will pay for Executive to travel
in business class or better.

            4.9 ANNUAL  VACATION.  Executive  shall be entitled to fourteen (14)
days  vacation  time each year without loss of  compensation.  In the event that
Executive  is unable for any reason to take the total  amount of  vacation  time
authorized  herein  during any year,  any unused  vacation time shall carry over
from year to year. Any earned but unused vacation time will be paid to Executive
based upon his  annual  rate of all  compensation  paid in the  previous  twelve
months upon termination or expiration of this Agreement.

            4.10 SICK LEAVE.  Executive shall be entitled to seven (7) days sick
leave each year without loss of  compensation.  In the event that Executive does
not take the total amount of sick leave  authorized  herein during any year, any
unused sick leave shall carry over from year to year.  Any  entitled  but unused
sick  leave  will  be  paid to  Executive  based  upon  his  annual  rate of all
compensation  paid in the previous twelve months upon  termination or expiration
of this Agreement.

            4.11 HEALTH  INSURANCE.  The Company,  at its sole cost and expense,
shall provide Executive and his immediate family members with  comprehensive PPO
or HMO health insurance including but not limited to medical, dental, vision and
disability coverage.

            4.12  PAYMENT  UPON  SALE OR  MERGER  OF  COMPANY.  In the event the
Company  shall merge,  sell a  controlling  interest,  or sell a majority of its
assets,  the Company  shall pay  Executive  Seven  Hundred  and Twenty  Thousand
Dollars  ($720,000).  Further,  as to any  vested  but  unexercised  options  to
purchases  shares in the Company  which are held by  Executive at the earlier of
(1) the  Company's  execution  of a Letter of Intent  to (a)  merge,  (b) sell a
controlling  interest,  or (c) sell a majority of its assets, or (2) the date of
any such merger or sale is consummated,  the Company shall pay Executive cash in
the amount equal to the difference between the consideration paid to the Company
on a per share basis less the exercise  price of the option,  the value of which
is multiplied by the number of options which Executive holds.

            4.13  AUTOMOBILE  ALLOWANCE.  The Company shall provide  Executive a
monthly  automobile   allowance  in  the  amount  of  $750.00  (the  "Automobile
Allowance").  In the event this Agreement is terminated  prior to its expiration
for any reason, all payments of the Automobile Allowance shall cease immediately
and Executive  shall be  responsible  for any and all payments  remaining on any
lease,  loan or rental  agreement in connection with said Automobile  Allowance.
Payment  of  the  aforesaid   allowance  shall  be  subject  to  any  applicable
withholdings  tax.  The  Executive  shall be  responsible  for all income  taxes
imposed on the Executive by reason of the automobile allowance.

         5. TERMINATION AND TERMINATION BENEFITS. Notwithstanding the provisions
of Section 2, Executive's  employment under this Agreement shall terminate under
the following circumstances set forth in this Section 5.


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            5.1  TERMINATION  BY THE COMPANY FOR CAUSE.  Executive's  employment
under this  Agreement may be terminated for Cause without  further  liability on
the part of the Company other than for accrued but unpaid Annual Salary  through
the date of termination  effective immediately upon written notice to Executive.
No termination  for Cause may be invoked by the Company  without first providing
Executive  with at least thirty (30) days written  notice to correct any breach,
default or  causation.  Such  written  notice  shall set forth  with  reasonable
specificity  the Company's  basis for such notice of  termination  and Executive
shall have thirty (30) days to correct  the  condition  set forth in the notice.
"Cause" shall mean the following:

                           (i)  Commission  of a criminal act  involving  fraud,
                           embezzlement  or  breach  of trust or other act which
                           would  prohibit  Executive  from holding his position
                           under  the  rules  of  the  Securities  and  Exchange
                           Commission.

                           (ii)  Willful,  knowing and  malicious  violation  of
                           written corporate policy or rules of the Company.

                           (iii)   Willful,   knowing  and   malicious   misuse,
                           misappropriation,   or   disclosure  of  any  of  the
                           Proprietary Matters.

                           (iv) Misappropriation,  concealment, or conversion of
                           any money or property of the Company.

                           (v)   Being   under   the   habitual   influence   of
                           intoxicating  liquors or controlled  substances while
                           in the course of employment.

                           (vi)   Intentional   and   non-trivial    damage   or
                           destruction of property of the Company.  For purposes
                           of this  provision,  non-trivial  is  defined to mean
                           damage  occurring  in the  course of a single  act or
                           occurrence  in  an  amount   exceeding  Two  Thousand
                           Dollars ($2,000).

                           (vii) Reckless and wanton conduct which endangers the
                           safety of other persons or property during the course
                           of employment or while on premises leased or owned by
                           the Company.

                           (viii)  The  performance  of duties  in a  habitually
                           unsatisfactory  manner after being repeatedly advised
                           in  writing  by the  Company  of such  unsatisfactory
                           performance.

                           (ix) Continued incapacity on the part of Executive to
                           perform his duties, unless waived by the Company.

         5.2 TERMINATION WITHOUT CAUSE.

            5.2.1  DISABILITY.   Executive's  employment  shall  terminate  upon
Executive  becoming  totally  or  permanently  disabled  for a period of six (6)
months or more. For purposes of this Agreement, the term "totally or permanently
disabled"  or "total or permanent  disability"  means  Executive's  inability on
account  of  sickness  or  accident,  whether or not job  related,  to engage in
regularly  or  to  perform  adequately his assigned  duties under this Agreement


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as determined reasonably and in good faith by the Company.  Prior to terminating
the Agreement  pursuant to this provision,  the Company shall engage and consult
one or  more  physicians  as may be  reasonable.  In the  event  of  termination
pursuant to this  paragraph,  Executive shall be entitled to receive any accrued
and unpaid base  salary and any and all  accrued,  earned but unpaid  bonuses or
benefits  described  in Section 4 to which  Executive is entitled on the date of
such  termination.  All other  rights  Executive  has under any benefit or stock
option plans and programs  shall be determined  in accordance  with the terms of
such plans and programs.

            5.2.2 DEATH. Executive's employment shall terminate immediately upon
the death of Executive. Upon such termination,  the obligations of Executive and
Company under this Agreement shall immediately cease. If Executive's  employment
is  terminated  pursuant  to  this  paragraph,  Company  shall  pay  Executive's
beneficiary or beneficiary designated by Executive in writing to the Company, or
in the absence of such  beneficiary,  Executive's  estate,  shall be entitled to
receive (i) any accrued but unpaid base salary and any and all  accrued,  earned
but unpaid  bonuses or benefits  described  in Section 4 to which  Executive  is
entitled on the date of such termination, and (ii) Executive's then current base
salary  through  ninety  (90) days  after the date of death in  accordance  with
Company's  payroll  procedures  as if  Executive's  employment  by  Company  had
continued for such period.  All other rights  Executive has under any benefit or
stock option plans and programs shall be determined in accordance with the terms
and conditions of such plans and programs.

            5.2.3   ELECTION  BY  EXECUTIVE.   Executive's   employment  may  be
terminated at any time by Executive  upon not less than ninety (90) days written
notice by  Executive  to the Board of  Directors.  Upon  such  termination,  the
obligations of the Executive and Company under this Agreement shall  immediately
cease. In the event of termination  pursuant to this paragraph,  Executive shall
be  entitled  to receive  any  accrued  and unpaid  base  salary and any and all
accrued,  earned but unpaid bonuses or benefits  described in Section 4 to which
Executive  is  entitled  on the  date  of such  termination.  All  other  rights
Executive  has under any benefit or stock  option  plans and  programs  shall be
determined in accordance with the terms of such plans and programs.

            5.2.4 ELECTION BY COMPANY.  Executive's employment may be terminated
at any time by the Company upon not less than ninety (90) days written notice by
the  Company  to  Executive.  Upon  such  termination,  the  obligations  of the
Executive and Company under this Agreement shall immediately cease. In the event
of  termination  pursuant  to this  paragraph,  Executive  shall be  entitled to
receive (i) any  accrued  and unpaid  base salary and (ii) any and all  accrued,
earned but unpaid bonuses or benefits  described in Section 4 to which Executive
is  entitled  on the date of such  termination.  Additionally,  in the  event of
termination of Executive's  employment with the Company pursuant to this Section
5.2.4,  the  Company  shall pay to  Executive  (i) In the  event of  Executive's
termination  within the first or second year of the Term,  Two  Hundred  percent
(200%) of  Executive's  Annual Salary for the remainder of the Term,  payable on
the date of termination; (ii) In the event of Executive's termination within the
third  or  fourth  year  of the  Term,  One  Hundred  Fifty  percent  (150%)  of
Executive's  annual salary for the remainder of the Term, payable on the date of
termination;  and (iii) In the event of Executive's termination within the fifth
year of the Term, One Hundred  Twenty Five percent (125%) of Executive's  annual
salary for the remainder of the Term,  payable on the date of termination..  All
other rights  Executive has under any benefit or stock option plans and programs
shall be determined in accordance with the terms of such plans and programs.


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<PAGE>


            5.3  SURRENDER  OF RECORDS AND  PROPERTY.  Upon  termination  of his
employment with the Company, Executive shall deliver promptly to the Company all
records,  electronic media,  manuals,  books, blank forms,  documents,  letters,
memoranda,  notes, notebooks,  reports, data, tables, and calculations or copies
thereof,  which are the  property of the Company and which  relate in any way to
the business,  products,  practices or techniques of the Company,  and all other
property (keys, office equipment,  computers, mobile phones, credit cards, etc.)
of the  Company  and  Proprietary  Matter,  including  but not  limited  to, all
documents  which in whole or in part contain any trade  secrets or  confidential
information of the Company, which in any of these cases are in his possession or
under his control.

            5.4 FULL  SATISFACTION OF CLAIMS.  The parties hereto agree that the
benefits  upon  termination  described  in  this  Section  5 are  to be in  full
satisfaction,   compromise  and  release  of  any  claims  arising  out  of  any
termination  of the  Executive's  employment  pursuant to Section 6(c), and such
amounts shall be contingent upon the  Executive's  delivery of a general release
of such claims upon termination of employment in a form reasonably  satisfactory
to the Company,  it being understood that none of the benefits shall be provided
unless and until the Executive determines to execute and deliver such release.

            5.5 SURVIVAL OF TERMS. Notwithstanding termination of this Agreement
as provided in this Section 5 or any other termination of Executive's employment
with the Company,  Executive's  obligations under Sections 6, 8, 9 and 10 hereof
shall survive any termination of Executive's  employment with the Company at any
time and for any reason.

         6. PROPRIETARY MATTER.  Except as permitted or directed by the Company,
Executive  shall not during the term of his employment or at any time thereafter
divulge,  furnish,  disclose,  or make  accessible  (other than in the  ordinary
course  of the  business  of the  Company)  to  anyone  for  use in any  way any
confidential,  secret,  or  proprietary  knowledge or information of the Company
("Proprietary Matter") which Executive has acquired or become acquainted with or
will  acquire or become  acquainted  with,  whether  developed  by himself or by
others, including, but not limited to, any trade secrets, confidential or secret
designs,  processes,  formulae, software or computer programs, plans, devices or
material  (whether or not patented or patentable,  copyrighted or copyrightable)
directly or indirectly useful in any aspect of the business of the Company,  any
confidential  customer,  distributor  or  supplier  lists  of the  Company,  any
confidential or secret development or research work of the Company, or any other
confidential,  secret or  non-public  aspects of the  business  of the  Company.
Executive  acknowledges  that the  Proprietary  Matter  constitutes a unique and
valuable asset of the Company acquired at great time and expense by the Company,
and that any  disclosure or other use of the  Proprietary  Matter other than for
the sole benefit of the Company  would be wrongful  and would cause  irreparable
harm to the Company. Both during and after the term of this Agreement, Executive
will  refrain  from  any  acts or  omissions  that  would  reduce  the  value of
Proprietary Matter to the Company. The foregoing obligations of confidentiality,
however,  shall not apply to any knowledge or information which is now published
or which  subsequently  becomes generally publicly known, other than as a direct
or indirect  result of the breach of this  Agreement by  Executive  nor shall it
apply to any  knowledge or  information  Executive had prior to the execution of
this Agreement.

         7.  VENTURES.  If,  during  the term of this  Agreement,  Executive  is
engaged in or


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associated with the planning or implementing of any project, program, or venture
involving  the Company and a third party or parties,  all rights in the project,
program, or venture shall belong to the Company and shall constitute a corporate
opportunity belonging  exclusively to the Company.  Except as expressly approved
in writing by the  Company,  Executive  shall not be entitled to any interest in
such project,  program,  or venture or to any commission,  finder's fee or other
compensation in connection therewith,  other than the compensation to be paid to
Executive as provided in this Agreement.

         8. NON-SOLICITATION OF EMPLOYEES.  During Executive's employment by the
Company  hereunder and for the one (1) year period  following the termination of
such  employment  for any  reason,  Executive  shall  not,  either  directly  or
indirectly,  on his own behalf or in the service or on behalf of others solicit,
divert or hire away, or attempt to solicit,  divert or hire away any person then
employed full time by the Company.

         9. NON-COMPETITION. Executive agrees that he shall not, during the term
of this Agreement, and for a period of one (1) year thereafter:

                           (i) directly or indirectly  own,  engage in,  manage,
                           operate,   join,   control,  or  participate  in  the
                           ownership,  management,  operation, or control of, or
                           be connected as a stockholder, partner, member, joint
                           venturer,  director,  officer, employee,  consultant,
                           agent,   beneficiary,    or   otherwise   with,   any
                           corporation,  limited liability company, partnership,
                           sole proprietorship, association, business, trust, or
                           other   organization,   entity  or  individual  which
                           develops,   manufactures   or  markets   products  or
                           performs  services  which  are  competitive  with  or
                           similar to the products or services of the Company or
                           its subsidiaries;  provided,  that Executive may own,
                           directly  or  indirectly,  securities  of any  entity
                           traded on any national  securities exchange or listed
                           on the National  Association  of  Securities  Dealers
                           Automated  Quotation  System if  Executive  does not,
                           directly or  indirectly,  own 1% or more of any class
                           of equity securities,  or securities convertible into
                           or exercisable or exchangeable  for 1% or more of any
                           class of equity securities, of such entity;

                           (ii) call upon,  solicit,  direct, take away, provide
                           products  or  services  to, or  attempt to call upon,
                           solicit,  direct,  take away or provide  products  or
                           services  to, or accept any orders of  business  from
                           any  customers or clients of the Company for products
                           or services which are competitive  with or similar to
                           the  products  or  services  of  the  Company  or its
                           subsidiaries.

                           (iii)  directly or  indirectly  request or advise any
                           present  or  future  supplier,  service  provider  or
                           financial   resource  of  the  Company  to  withdraw,
                           curtail or cancel the  furnishing  of such service or
                           resource to the Company.

         10. CONFIDENTIALITY.

            10.1 CONFIDENTIALITY. In the course of performing services hereunder
on behalf of the Company and its affiliates,  Executive has had and from time to
time will have access to Confidential Information.  Executive agrees (i) to hold
the  Confidential  Information  in strict  confidence,  (ii) not to disclose the
Confidential Information to any person (other than in the regular


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<PAGE>


business of the Company or its  affiliates),  and (iii) not to use,  directly or
indirectly,  any of the  Confidential  Information for any purpose other than on
behalf  of the  Company  and  its  affiliates.  All  documents,  records,  data,
apparatus,  equipment and other physical property,  whether or not pertaining to
Confidential Information,  that are furnished to Executive by the Company or are
produced by Executive in  connection  with  Executive's  employment  will be and
remain the sole property of the Company.  Upon the  termination  of  Executive's
employment  with the Company for any reason and as and when otherwise  requested
by the Company, all Confidential Information (including, without limitation, all
data, memoranda, customer lists, notes, programs and other papers and items, and
reproductions   thereof  relating  to  the  foregoing  matters)  in  Executive's
possession or control, shall be immediately returned to the Company.

            10.2 CONFIDENTIAL  INFORMATION.  As used in this Agreement, the term
"Confidential  Information"  shall mean information  belonging to the Company of
value to the Company or with respect to which Company has right in the course of
conducting  its  business  and  the  disclosure  of  which  could  result  in  a
competitive  or other  disadvantage  to the  Company.  Confidential  Information
includes  information,  whether or not patentable or copyrightable,  in written,
oral,  electronic or other tangible or intangible  forms,  stored in any medium,
including,  by way of example  and without  limitation,  trade  secrets,  ideas,
concepts,  designs,   configurations,   specifications,   drawings,  blueprints,
diagrams,  models,  prototypes,  samples,  flow  charts  processes,  techniques,
formulas,  software,  improvements,  inventions,  domain names, data,  know-how,
discoveries,  copyrightable materials, marketing plans and strategies, sales and
financial  reports and forecasts,  customer lists,  studies,  reports,  records,
books,  contracts,  instruments,  surveys,  computer  disks,  diskettes,  tapes,
computer  programs and business  plans,  prospects  and  opportunities  (such as
possible  acquisitions or  dispositions of businesses or facilities)  which have
been  discussed or  considered by the  management  of the Company.  Confidential
Information  includes  information  developed  by  Executive  in the  course  of
Executive's  employment by the Company,  as well as other  information  to which
Executive  may  have  access  in   connection   with   Executive's   employment.
Confidential  Information also includes the  confidential  information of others
with  which  the  Company  has  a  business  relationship.  Notwithstanding  the
foregoing,  Confidential  Information does not include information in the public
domain, unless due to breach of Executive's duties under Section 10.1.

         11. ASSIGNMENT.  This Agreement shall not be assignable, in whole or in
part,  by either party  without the written  consent of the other party,  except
that the Company may,  without the consent of  Executive,  assign its rights and
obligations  under this  Agreement to any  corporation,  firm or other  business
entity (i) with or into which the Company may merge or  consolidate,  or (ii) to
which the Company may sell or transfer all or substantially all of its assets or
of which fifty percent (50%) or more of the equity  investment and of the voting
control is owned, directly or indirectly, by, or is under common ownership with,
the Company.  Upon such assignment by the Company,  the Company shall obtain the
assignees' written agreement enforceable by Executive to assume and perform, and
after the date of such assignment, the terms, conditions, and provisions imposed
by this Agreement upon the Company. After any such assignment by the Company and
such written agreement by the assignee, the Company shall be discharged from all
further  liability  hereunder and such assignee shall thereafter be deemed to be
the Company for the purposes of all provisions of this Agreement  including this
section.


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<PAGE>


         12. INDEMNIFICATION.  The Company shall indemnify Executive as provided
in the Delaware General Corporations Code, Company's Charter or Bylaws in effect
at the  commencement of this Agreement.  The scope of  indemnification  to which
Executive  is  entitled  shall not be  diminished,  but may be  expanded  by the
Company,  by amendment of the Company's  Bylaws,  Articles of  Incorporation  or
otherwise.  Executive  shall  indemnify  and hold the Company  harmless from all
liability  for  loss,  damages  or  injury  resulting  from  the  negligence  or
misconduct of Executive.

         13. LIABILITY  INSURANCE.  The Company shall provide,  at its sole cost
and expense,  under which  Executive  shall be covered,  Directors  and Officers
Liability  Insurance  and Errors and Omissions  Liability  Insurance in coverage
amounts not less than $10 million, respectively.

         14. MISCELLANEOUS.

            14.1  PREPARATION  OF AGREEMENT.  This Agreement was prepared by the
Company solely on behalf of such party. Each party  acknowledges that: (i) he or
it had the advice of, or sufficient  opportunity  to obtain the advice of, legal
counsel  separate and  independent  of legal counsel for any other party hereto;
(ii) the terms of the  transactions  contemplated by this Agreement are fair and
reasonable to such party; and (iii) such party has voluntarily  entered into the
transactions  contemplated  by this Agreement  without duress or coercion.  Each
party  further  acknowledges  that such party was not  represented  by the legal
counsel  of  any  other  party  hereto  in  connection  with  the   transactions
contemplated  by  this  Agreement,  nor  was  he  or  it  under  any  belief  or
understanding  that such legal counsel was  representing  his or its  interests.
Except as expressly set forth in this Agreement,  each party shall pay all legal
and  other  costs and  expenses  incurred  or to be  incurred  by such  party in
negotiating  and  preparing  this  Agreement;  in  performing  due  diligence or
retaining professional advisors; in performing any transactions  contemplated by
this  Agreement;  or in complying  with such party's  covenants,  agreements and
conditions  contained  herein.  Each party agrees that no conflict,  omission or
ambiguity in this Agreement,  or the interpretation  thereof, shall be presumed,
implied or otherwise  construed against any other party to this Agreement on the
basis that such party was responsible for drafting this Agreement.

            14.2 COOPERATION.  Each party agrees, without further consideration,
to cooperate and diligently  perform any further acts, deeds and things,  and to
execute and deliver any documents that may be reasonably  necessary or otherwise
reasonably required to consummate, evidence, confirm and/or carry out the intent
and provisions of this Agreement, all without undue delay or expense.

            14.3  GOVERNING  LAW.  This  Agreement  is made  under  and shall be
government  by and  construed  in  accordance  with  the  laws of the  State  of
California.

            14.4 ENTIRE  AGREEMENT.This  Agreement contains the entire agreement
of the parties  relating to the subject  matter hereof and  supersedes all prior
agreements  and  understandings  with  respect to such subject  matter,  and the
parties hereto have made no agreements,  representations or warranties  relating
to the subject matter of this Agreement which are not set forth herein.

            14.5 LEGAL  PROCEEDINGS.  Should any party  institute  or should the
parties  otherwise  become a party to any  action or  proceeding  to  enforce or
interpret this Agreement,  the prevailing party in any such action or proceeding
shall be entitled to receive from the non-prevailing


                                       11
<PAGE>


party  all  costs  and  expenses  of  prosecuting  or  defending  the  action or
proceeding.  This  Agreement  and the rights of each party under this  Agreement
shall  be  governed  by,  interpreted  under,  and  construed  and  enforced  in
accordance with the laws of the State of California.

            14.6  WITHHOLDING   TAXES.  The  Company  shall  undertake  to  make
deductions,  withholdings  and tax reports with respect to payments and benefits
under this Agreement to the extent that it reasonably and in good faith believes
that it is  required  to make such  deductions,  withholdings  and tax  reports.
Payments under this Agreement  shall be in amounts net of any such deductions or
withholdings.  Nothing in this  Agreement  shall be  construed  to  require  the
Company to make any payments to  compensate  the  Executive  for any adverse tax
effect  associated  with  any  payments  or  benefits  or for any  deduction  or
withholding from any payment or benefit.

            14.7  AMENDMENTS.  No amendment or  modification  of this  Agreement
shall be deemed effective unless made in writing signed by the parties hereto.

            14.8 NO WAVIER.  No term or  condition  of this  Agreement  shall be
deemed to have been  waived  nor shall  there be any  estoppel  to  enforce  any
provisions  of this  Agreement,  except by a statement in writing  signed by the
party against whom enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

            14.9  SEVERABILITY.  To the extent any  provision of this  Agreement
shall be invalid or unenforceable,  it shall be considered deleted here from and
the remainder of such  provision and of this  Agreement  shall be unaffected and
shall continue in full force and effect.

            14.10 NOTICES. Any and all notices, requests or other communications
required or  permitted  in or by any  provision  of this  Agreement  shall be in
writing and may be delivered  personally  or by certified  mail  directed to the
addressee at such  person's or entity's last known post office  address,  and if
given by certified  mail,  shall be deemed to have been delivered when deposited
in such, mail postage prepaid.

         This  Agreement  is  executed  on the date first  written  above at Los
Angeles, California.


COMPANY:                                        EXECUTIVE:
QT 5, INC.

By: _________________________                   ___________________________
Title: ______________________


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<PAGE>


                                    EXHIBIT A





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