Exhibit 10.12

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT OR AN  OPINION  OF
COUNSEL  REASONABLY  SATISFACTORY  TO QT 5, INC. THAT SUCH  REGISTRATION  IS NOT
REQUIRED.

                Right to Purchase 1,280,000 Shares of Common Stock of QT 5, Inc.
                                      (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 002                                                 Issue Date: June 9, 2003

         QT 5,  INC.,  a  corporation  organized  under the laws of the State of
Delaware (the "Company"),  hereby certifies that, for value received, TIMOTHY J.
OWENS,  or assigns (the "Holder"),  is entitled,  subject to the terms set forth
below,  to  purchase  from the  Company  from and after  the Issue  Date of this
Warrant and at any time or from time to time  before  5:00 p.m.,  New York time,
through five (5) years after such date (the "Expiration  Date"), up to 1,280,000
fully paid and nonassessable shares of Common Stock (as hereinafter defined), no
par value, of the Company,  at the Exercise Price (as defined below). The number
and character of such shares of Common Stock and the Exercise  Price are subject
to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include QT 5, Inc. and any  corporation
which shall succeed or assume the obligations of QT 5, Inc. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
par value $.001 per share,  and (b) any other securities into which or for which
any of the securities described in (a) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

         (c) The term "Other  Securities" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

         (d) The term "Exercise Price" shall be $0.17
         (e) per share.


         1. Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be



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<PAGE>

entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of the exercise  notice  attached  hereto as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

                  1.2. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                           (a) If the  Company's  Common  Stock is  traded on an
exchange or is quoted on the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") National Market or the NASDAQ SmallCap Market,
then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date.

                           (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market or the NASDAQ SmallCap Market but is
traded on the NASD OTC Bulletin Board, then the mean of the average of the
closing bid and asked prices reported for the last business day immediately
preceding the Determination Date.

                           (c) Except as  provided  in clause (d) below,  if the
Company's Common Stock is not publicly traded, then as the Holder and the
Company agree or in the absence of agreement by arbitration in accordance with
the rules then in effect of the American Arbitration Association, before a
single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided.

                           (d) If  the  Determination  Date  is  the  date  of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common Stock pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the Warrant are outstanding at the
Determination Date.

         2.       Procedure for Exercise.

         2.1  Delivery  of Stock  Certificates,  etc. on  Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event within 3 business days thereafter,  the Company at its expense  (including
the payment by it of any applicable  issue taxes) will cause to be issued in the
name of and  delivered to the Holder,  or as such Holder  (upon  payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share,  together  with any  other  stock  or other  securities  and
property  (including  cash,  where  applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

         2.2.     Exercise.

                  (a) Payment may be made either in (i) cash or by  certified or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Exercise Price, (ii) by delivery of the Warrant,  Common Stock and/or


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<PAGE>

Common Stock  receivable upon exercise of the Warrant in accordance with Section
(b) below,  or (iii) by a combination of any of the foregoing  methods,  for the
number of Common Shares specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the holder  per the terms of this  Warrant)  and the  Holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully-paid  and  non-assessable  shares  of Common  Stock (or Other  Securities)
determined as provided herein.

                  (b) Notwithstanding any provisions herein to the contrary,  if
the Fair Market  Value of one share of Common Stock is greater than the Exercise
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined  below) of this Warrant (or the portion thereof being  exercised)
by  surrender of this Warrant at the  principal  office of the Company  together
with the  properly  endorsed  Exercise  Notice in which event the Company  shall
issue to the  Holder a number  of  shares of  Common  Stock  computed  using the
following formula:

                           X=Y (A-B)
                                ---
                                 A

                  Where    X=       the number of shares of Common Stock to be
                                    issued to the Holder

                           Y=       the   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the portion of the Warrant  being  exercised
                                    (at the date of such calculation)

                           A=       the Fair  Market  Value of one  share of the
                                    Company's  Common Stock (at the date of such
                                    calculation)

                           B=       Exercise  Price (as  adjusted to the date of
                                    such calculation)

         3. Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b)  consolidate  with or merge into any other  person,  or (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the  Holder of the  Warrant  after the
effective  date of such  dissolution  pursuant to Section 3.1 to a bank or trust
company  having its principal  office in New York, NY, as trustee for the Holder
of the Warrant.

                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)


                                       3
<PAGE>

referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as contemplated by Section 3.2.

         4.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

         6.  Reservation  of Stock,  etc.  Issuable on Exercise of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

         7.  Assignment;   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor")  with respect to
any or all of the Shares.  On the surrender  for exchange of this Warrant,  with
the  Transferor's  endorsement  in the form of  Exhibit B attached  hereto  (the
"Transferor   Endorsement   Form")  and  together   with   evidence   reasonably
satisfactory to the Company demonstrating  compliance with applicable securities


                                       4
<PAGE>

laws,  which  shall  include,  without  limitation,  a legal  opinion  from  the
Transferor's  counsel  that  such  transfer  is  exempt  from  the  registration
requirements of applicable  securities laws, the Company at its expense but with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9. Warrant Agent. The Company may, by written notice to the each holder
of the  Warrant,  appoint an agent for the purpose of issuing  Common  Stock (or
Other  Securities)  on the  exercise  of this  Warrant  pursuant  to  Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

         10. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         11. Notices, etc. All notices and other communications from the Company
to the  Holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

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

         13.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of  California  without  regard to  principles of conflicts of
laws.  Any action  brought  concerning  the  transactions  contemplated  by this
Warrant  shall be  brought  only in the  state  courts of  California  or in the
federal courts located in the state of Calfiornia;  provided,  however, that the
Holder may choose to waive this  provision and bring an action outside the state
of California.  The individuals  executing this Warrant on behalf of the Company
agree to submit to the  jurisdiction of such courts and waive trial by jury. The
prevailing  party  shall be  entitled  to  recover  from  the  other  party  its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of law,
then  such  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
of this  Warrant.  The  headings in this  Warrant are for  purposes of reference
only,  and shall not limit or  otherwise  affect  any of the terms  hereof.  The
invalidity or  unenforceability  of any provision  hereof shall in no way affect


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<PAGE>

the validity or enforceability of any other provision.  The Company acknowledges
that  legal  counsel  participated  in the  preparation  of  this  Warrant  and,
therefore,  stipulates that the rule of construction  that ambiguities are to be
resolved  against the drafting party shall not be applied in the  interpretation
of this Warrant to favor any party against the other party.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]



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<PAGE>



         IN WITNESS WHEREOF, the Company has executed this Warrant under seal as
of the date first written above.

                                            QT 5, INC.



                                            By:_________________________________




Witness:


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




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<PAGE>



                                                                       Exhibit A
                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO:  QT 5, Inc.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  Exercise  Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___ the cancellation of such portion of the attached Warrant as is exercisable
for a total of _______ shares of Common Stock (using a Fair Market Value of
$_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of Common  Stock  purchaseable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to ____________________ whose address is
______________________________________
_______________________________________________________________-.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________           _______________________________________
                                    (Signature must conform to name of holder
                                    as specified on the face of the Warrant)
                                    -------------------------------------
                                    (Address)



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<PAGE>



                                                                       Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

                  For value received, the undersigned hereby sells, assigns, and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares  of Common  Stock of QT 5,  Inc.  to which  the  within  Warrant  relates
specified under the headings "Percentage  Transferred" and "Number Transferred,"
respectively,  opposite the name(s) of such  person(s)  and  appoints  each such
person Attorney to transfer its respective right on the books of QT 5, Inc. with
full power of substitution in the premises.

================================= ======================== =====================

       Transferees                 Percentage                      Number
                                   Transferred                 Transferred
--------------------------------- ------------------------ ---------------------


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


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


================================= ======================== =====================


Dated:                  , __ ___       _________________________________________
       -----------------    ----
                                       (Signature must conform to name of holder
                                       as specified on the face of the warrant)

Signed in the presence of:


-------------------------------             -----------------------------------
         (Name)                                  (address)

                                            -----------------------------------
ACCEPTED AND AGREED:                             (address)
[TRANSFEREE]



---------------------------------
         (Name)


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