EXHIBIT 10.11

                                   QT 5, INC.
                              EMPLOYMENT AGREEMENT

         This Employment  Agreement  ("Agreement") is made and entered into this
fourth day of August,  2003 by and  between QT 5, Inc.,  a Delaware  corporation
(the "Company"), and Norman A. Kunin ("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
FINANCIAL 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 July 31, 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
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.


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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 Two Hundred Fifty Thousand Dollars ($250,000), which shall increase to
Three Hundred Thousand Dollars ($300,000) 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 Seventy  Five  Thousand  Dollars  ($75,000)  (the
"Signing  Bonus")  payable  by the  Company  in three  payments  of Twenty  Five
Thousand Dollars ($25,000) each on August 4, 2003, November 1, 2003 and February
1, 2004. In addition,  the Company shall issue and deliver to Executive,  in the
aggregate  a series of  five-year  Warrants  to  purchase  750,000  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
$0.24 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 one and one-quarter
percent (1.25%) 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 fiscal 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  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


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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      RELOCATION COSTS. The Company recognizes that it will
                           be  necessary   for  Executive  to  relocate  to  the
                           immediate    area   of   the   Company's    corporate


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                           headquarters,  and  the  Company  agrees  to  provide
                           Executive  with a relocation  allowance in the amount
                           of Twenty Thousand Dollars ($20,000),  payable by the
                           Company twenty (20) days prior to such relocation.

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

                  4.10     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.

             4.9 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.

             4.10 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.

             4.11  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  Five  Hundred   Thousand  Dollars
($500,000).  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.

             4.12 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.


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         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.

             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



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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  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


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benefit or stock option plans and programs  shall be  determined  in  accordance
with the terms of such plans and programs.

             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.


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<PAGE>


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


                                       9
<PAGE>


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.

                  (ix)     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


                                       10
<PAGE>


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.

        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.


                                       11
<PAGE>


              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  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: ______________________               ___________________________

By:__________________________

Title:_______________________



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<PAGE>


                                    EXHIBIT A




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