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                                                                     Exhibit 4.9

                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as
of June 10, 2003 by and among QT-5, Inc., a Delaware corporation ("Debtor"), in
favor of Devenshire Management Corp. ("Secured Party"), with reference to the
following facts and circumstances.

     A. Debtor is delivering a promissory note to Secured Party in the principal
amount of $25,000 (the "Secured Amount").

     B. In order to secure its obligations to repay the Secured  Amount,  Debtor
has agreed to grant Secured Party a security interest in certain collateral,  as
described herein.

     NOW,  THEREFORE,  IN  CONSIDERATION  of the  foregoing  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Debtor and Secured Party hereby agree as follows:

          1. GRANT OF  SECURITY  INTEREST.  As  security  for  Debtor's  due and
          punctual  performance of the  Obligations  (as  hereinafter  defined),
          Debtor  hereby   pledges  with  Secured  Party  the   Collateral   (as
          hereinafter defined),  and grants,  assigns,  transfers and conveys to
          Secured  Party  a  continuing  security  interest  in any  and  all of
          Debtor's  right,  title and  interest in and to the  Collateral.  Such
          security  interest  shall be second  in  priority  to (and in  certain
          circumstances, pari passu with) the security interest granted in favor
          of NDMS Investments, L.P. and pari passu in priority with the security
          interests  granted in favor of Alliance  Financial  Network,  Inc. and
          Dale Affonso.

          2.  OBLIGATIONS.  This Agreement,  and Debtor's pledge of and grant to
          Secured Party of a security interest in and to the Collateral, is made
          to secure: (i) due and punctual  performance of Debtor's obligation to
          repay the  Secured  Amount  pursuant  to a  Secured  Note of even date
          herewith  and any other  note or  instrument  executed  by Debtor  and
          payable to Secured  Party  which  recites  that it is secured  hereby,
          including any and all amendments, modifications, renewals, extensions,
          substitutions or replacements hereof or thereof;  (ii) due performance
          of each and every  material  obligation,  covenant  and  agreement  of
          Debtor contained herein or in any other note or instrument executed by
          Debtor  for  the  purpose  of  further  securing  the  Secured  Amount
          (collectively, the "Obligations").

          3.  COLLATERAL.   As  used  herein,   the  term   "Collateral"   shall
          collectively  and severally  mean all assets of Debtor,  including but
          not limited to the following:

               (a)  EQUIPMENT.  All  equipment  (as  defined  in the  California
Uniform Commercial Code (the "Code")), machinery, tools, furniture, furnishings,
plant fixtures,  business fixtures and other storage and office  equipment,  now
owned or held, or hereafter  acquired by the Debtor,  wherever located,  and all
parts thereof and all additions

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and  accessions  thereto  and  replacements   thereof  and  documents  therefor,
including any documents of title  representing  any of the above (any and all of
the foregoing being the "Equipment");

               (b)  INVENTORY.  All inventory (as defined in the Code) in all of
its forms,  now owned or held,  or  hereafter  acquired by the Debtor,  wherever
located,  including,  but not  limited to (i) all goods  (wherever  located  and
whether  in the  possession  of the  Company  or a bailee  or other  person  for
storage,  transit,  or otherwise)  manufactured or assembled or held for sale or
lease  or  furnished,  and raw  materials  and  work in  process,  finished  and
unfinished goods, and materials used or consumed in the Debtor's business,  (ii)
all goods which are  returned  to or  repossessed  by the Debtor,  and (iii) all
additions  and  accessions   thereto  and  replacements  and  products  thereof,
including,  without  limitation,  any documents of title representing any of the
above (any and all of the foregoing being the "Inventory");

               (c) ACCOUNTS. All accounts,  chattel paper,  instruments (each as
defined in the Code),  and other  obligations  of any kind, now owned or held or
hereafter  acquired  by the Debtor,  including,  without  limitation,  insurance
claims insurance settlement proceeds,  tax refund claims and tax refunds arising
out of or in  connection  with the sale or  lease of goods or the  rendering  of
services,  and all rights in and to all security  agreements,  leases, and other
contracts  securing  or  otherwise  relating  to  any  such  accounts,   general
intangibles,  chattel  paper,  instruments  or  obligations,  and all  books and
records relating to any of the foregoing (any and all of the foregoing being the
"Accounts");

               (d) INSTRUMENTS.  All notes and other  instruments (as defined in
the Code) and any  instrument  which  constitutes a part of chattel  paper,  and
other  evidences of  indebtedness  in which the Debtor now or hereafter  has any
interest, to the extent of that interest;

               (e)  DOCUMENTS.  All  documents (as defined in the Code) in which
the Debtor now or hereafter has any interest, to the extent of that interest;

               (f) CHATTEL PAPER.  All chattel paper (as defined in the Code) in
which the Debtor now or hereafter has any interest;

               (G) GENERAL INTANGIBLES.  All General Intangibles (as hereinafter
defined) in which the Debtor now or hereafter has any interest, to the extent of
that  interest,  including,  without  limitation,  the Debtor's  interest in the
Patent  Assignment  between Debtor and Marshall  Thompson and the subject Patent
No.  6,268,386  (the  "Patent").   "General   Intangibles"  means  any  "general
intangibles" (as such term is defined in the Code),  and shall include,  without
limitation,  (i)  all  patents,  patent  applications,   trademarks,   trademark
registrations,  trade names and trademark applications;  (ii) license agreements
with any other  Parties,  whether the Debtor is a licensor or licenses under any
such license  agreement,  and the right to prepare for sale,  sell and advertise
for sale all inventory now or hereafter  covered by such licenses;  (iii) all of
the Debtor's books, records and files, including computer software and tapes and
all other forms of electronic  information  storage;  (iv)  copyrights and other
rights in

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intellectual property; (v) interests in partnerships,  joints ventures and other
business associations; (vi) licenses and permits; (vii) trade secrets, propriety
or confidential information, customer lists, inventions (whether or not patented
or patentable), technical information, procedures, designs, knowledge, know-how,
software, data bases, data, skill,  expertise,  experience,  processes,  models,
drawings,  materials  and  records,  and  goodwill;  (viii)  claims  in or under
insurance  policies,  including  unearned premiums;  (ix) deposit accounts;  (x)
rights  to  receive   tax   refunds   and  other   payments;   (xi)   rights  of
indemnification;  and (xii) all of the Debtor's  rights under any  warranties or
guaranties of any kind, including equipment, machinery or services;

               (h)  CONTRACTS.  All of the Debtor's  rights under all contracts,
undertakings  or  agreements  (other than  rights  evidenced  by chattel  paper,
documents or instruments) in or under which the Debtor may now or hereafter have
any right, title or interest,  including, without limitation, with respect to an
account,  any  agreement  relating  to the  terms  of  payment  or the  terms of
performance thereof;

               (i) INVESTMENT  PROPERTY.  All investment property (as defined in
the Code), in which Debtor now or hereafter has an interest or entitlement;

               (j)  OTHER  PERSONAL  PROPERTY.  All  other  goods  and  personal
property in which the Debtor has any interest,  to the extent of that  interest,
whether  now or  hereafter  owned or  existing,  leased,  consigned  by or to or
acquired by the Debtor and wherever located; and

               (k)  PROCEEDS  AND  PRODUCTS.  All  proceeds  and products of the
foregoing  (including,  without limitation,  cash proceeds and non-cash proceeds
resulting from the sale or other voluntary or involuntary disposition thereof or
any other realization in respect thereof) and including, but not limited to, all
property  of any  type  that  is  acquired  with  any  cash  proceeds,  and  all
guarantees,  insurance  and  rights  against  sureties  the  Debtor  may have in
connection   therewith  and  all  proceeds  and  products  relating  thereto  or
therefrom,  and all the Debtor's right,  title and interest in and to additions,
accessions,  replacements and  substitutions  to and for the foregoing,  and all
documents,  ledger  sheets and files of the Debtor  relating  thereto.  The term
"proceeds"  as used herein shall  include,  without  limitation,  all  accounts,
chattel paper, deposit accounts,  instruments,  equipment, inventory, documents,
general intangibles and other proceeds that arise from the sale, lease, transfer
or other use or disposition  of any kind of any of the  Collateral  described in
the  foregoing  paragraphs  (a) through (j),  inclusive,  or  proceeds,  and all
proceeds of any type described above acquired with cash proceeds.

     4.  POWERS  OF  SECURED  PARTY.  Debtor  appoints  Secured  Party  its true
attorney-in-fact,  effective  upon any Event of  Default,  to perform any of the
following  powers,  which are coupled with an interest,  are  irrevocable  until
termination  of this Agreement and may be exercised from time to time by Secured
Party'  officers,  employees or agents,  or any of them:  (i) to  liquidate  any
certificate of deposit  pledged to Secured Party hereunder prior to its maturity
date and to apply the  proceeds  thereof to payment of the  Obligations  or hold
such  proceeds  as part of the  Collateral,  notwithstanding  the fact that such
liquidation may give rise to penalties for early  withdrawals of funds;  (ii) to
sell,  exchange or  otherwise  dispose of any portion of the  Collateral  and to
apply the proceeds

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thereof to payment of the  Obligations;  (iii) to notify any person obligated on
any security,  instrument or other document subject to this Agreement of Secured
Party' rights  hereunder;  (iv) to collect by legal proceedings or otherwise all
dividends, interest, principal or other sums now or hereafter payable upon or on
account  of the  Collateral;  (v) to enter into any  extension,  reorganization,
deposit,  merger or consolidation  agreement, or any other agreement relating to
or affecting the Collateral or proceeds,  and in connection therewith to deposit
or surrender  control of the  Collateral,  accept other property in exchange for
the  Collateral,  and do and perform  such acts and things as Secured  Party may
deem proper,  and any money or property  received in exchange for the Collateral
shall be applied to the  Obligations;  (vi) to make any compromise or settlement
Secured Party deem necessary,  desirable or proper in respect of the Collateral;
(vii) to insure, process and preserve the Collateral;  and (viii) to perform any
obligation of Debtor under this Agreement, in Debtor's name or otherwise.

     5.  REPRESENTATIONS  AND  WARRANTIES.  Debtor  represents  and  warrants to
Secured Party as follows:

               (a) Debtor is a corporation, duly organized, validly existing and
in good standing under the laws of the State of Delaware.

               (b)  Debtor  has all  requisite  capacity  and power to  execute,
deliver and perform its  obligations  under this  Agreement,  except that Debtor
discloses and represents  that there is an existing  dispute  between Debtor and
Marshall  Thompson,  the inventor and  proprietary  owner of that certain United
States Patent No. 6,268,386 dated July 31, 2001 for Nicotine Beverage and Debtor
is in the  process  of  demanding  arbitration  to  resolve  the  dispute.  This
Agreement has been duly authorized by all necessary  corporate action,  has been
validly  executed and  delivered  by Debtor,  constitutes  the legal,  valid and
binding  obligation of Debtor,  enforceable  in accordance  with its terms,  and
creates  a  legal,  valid  and  enforceable  security  interest  in  and  to the
Collateral.

               (c) Except as otherwise set forth on Schedule  5(c),  Debtor owns
the  Collateral  free and clear of all  liens,  claims,  encumbrances,  security
interests or equities, other than the security interest created hereby.

               (d) Debtor's  principal  place of business is at the location set
forth in Section 14, and, except as otherwise set forth on Schedule 5(d), all of
the  Collateral  is  physically  located in the County of Los Angeles,  State of
California.

               (e) Debtor has not sold,  transferred,  assigned or conveyed  the
Collateral, or any portion thereof, to any person other than Secured Party.

     6.  COVENANTS AND  AGREEMENTS OF DEBTOR.  Debtor  covenants and agrees with
Secured  Party that from the date hereof and until payment and  satisfaction  in
full of each and all of the  Obligations,  unless Secured Party shall  otherwise
consent in writing, which consent shall be granted or withheld in Secured Party'
sole and absolute discretion, Debtor will:

                                       4

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               (a) Duly  observe and perform  each and every  material  term and
condition of any and all agreements,  instruments and documents  relating to the
Collateral,  and  diligently  protect  and  enforce  its  rights  under all such
agreements.

               (b) Pay promptly when due all taxes, assessments and governmental
charges or levies  imposed upon the  Collateral  or in respect of the income and
profits therefrom,  except where nonpayment does not involve any danger of sale,
forfeiture or loss of any of the Collateral or any interest therein.

               (c) Insure the Collateral  with  financially  sound and reputable
insurers  against loss or damage by fire,  theft,  bodily  injury and such other
casualties,  as are usually insured against by companies  engaged in the same or
similar businesses as Debtor.

               (d) Keep and  maintain at its own cost and  expense  satisfactory
and complete records of the Collateral, including without limitation a record of
all payments received and all credits granted with respect to the Collateral and
all  other  dealings  in the  Collateral.  Upon the  occurrence  of any Event of
Default,  Debtor  will  deliver  and turn over any such books and records to the
Secured  Party  at any  time  on  demand  of the  Secured  Party.  Prior  to the
occurrence of an Event of Default and upon reasonable  written notice of no less
than  five (5)  business  days from  Secured  Party,  Debtor  shall  permit  any
representative  of Secured  Party to inspect  such  books and  records  and will
provide  photocopies  thereof to Secured Party at Secured Party's expense.  Upon
reasonable written notice of no less than five (5) business days to Debtor, with
the consent of the Debtor,  as to the time of entry,  which consent shall not be
unreasonably withheld, Secured Party shall also have the right to enter into and
upon the  premises  where any of the  Equipment  or Inventory is located for the
purpose of  inspecting  the same,  observing  its use and  otherwise  protecting
Secured Party's interests therein.

               (e) Give Secured Party ten (10) days prior written  notice before
(i) changing its principal  place of business or moving its books and records to
a location  other than that set forth in Section 14 hereof;  (ii)  changing  the
location of any  Equipment or Inventory,  or (iii)  changing the location of any
other  Collateral  to a place outside the State of  California;  and in any such
event taking such action as is  necessary to cause the security  interest in the
Collateral to continue to be perfected.

               (f) Not change its name,  identity or corporate  structure in any
manner  which  might  make any  financing  or  continuation  statement  filed in
connection with this Agreement misleading within the meaning of Section 9-402 of
the Code,  unless  Debtor shall have taken all action  necessary  or  reasonably
requested by Secured Party to amend such financing or continuation  statement so
that it is not seriously  misleading  and shall have  notified  Secured Party of
such action.

               (g)  Not  sell,  lease,   assign,   transfer,   convey,   pledge,
hypothecate,  mortgage or further encumber any of the Collateral,  provided that
Debtor,  so long as no Event of Default shall have  occurred and be  continuing,
may in the  ordinary  course of  business  (i) sell  Inventory  and goods,  (ii)
collect and settle  Accounts  and (iii)  dispose of obsolete or  non-serviceable
Equipment.  In addition,  Debtor may grant  security  interests in favor of NDMS
Investments, L.P., Devenshire Management Corp. and Dale Affonso.

                                       5

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               (h) Promptly pay or otherwise  cause to be  discharged  any lien,
charge,   security  interest  or  other  encumbrance  that  may  attach  to  the
Collateral, or any portion thereof, other than pursuant to this Agreement.

               (i) Promptly  notify  Secured  Party of any  attachment  or other
legal process  levied  against any of the  Collateral and of any filed claims or
proceedings,  that might in any way  affect or impair  Secured  Party'  security
interest in the  Collateral  or the rights and  remedies  of Secured  Party with
respect thereto as noted in paragraph 5(b) above.

               (j) Defend the  Collateral  against all claims,  liens,  security
interests,  demands and other encumbrances of third parties at any time claiming
an interest in the Collateral  that is adverse to Secured Party' interest in the
Collateral hereunder.

               (k) At the  written  request  of  Secured  Party  and at  Secured
Party's  expense,  execute  and  permit  to  be  filed  one  or  more  financing
statements, and amendments thereto, under the Code, any other applicable state's
Uniform  Commercial  Code naming  Debtor as debtor and Secured  Party as secured
Parties and indicating therein the types or describing the Collateral.

               (l) Not,  without  the prior  written  consent of Secured  Party,
which consent shall not be unreasonably withheld,  execute, file or authorize or
permit to be filed in any  jurisdiction or with any  governmental  authority any
financing  or similar  statement  relating  to the  Collateral,  or any  portion
thereof,  in which any  person  other than  Secured  Party is named as a secured
Parties thereunder.

               (m)  Reimburse  Secured Party upon demand for any costs and fees,
including  reasonable  attorneys' fees and accountants' fees and other expenses,
incurred in collecting  any sums payable by Debtor under any of the  Obligations
secured  hereby,  enforcing any term or provision of this Agreement or otherwise
in the collection of the Collateral and the  preparation  and enforcement of any
agreement relating thereto.

               (n) Take any and all actions  reasonably  requested in writing by
Secured  Party to payoff those  certain  obligations  set forth on Schedule 5(c)
hereto, if any, including, but not limited to, the filing of one or more Uniform
Commercial Code termination statements or other applicable documents.

               (o)  Execute  and  deliver to Secured  Party any and all  further
agreements,  instruments,  or documents and take any and all such further action
as Secured  Party,  in its sole  discretion,  may deem necessary or advisable in
order to  evidence,  effectuate,  perfect,  protect,  maintain,  or realize upon
Secured  Party'  security  interest in the  Collateral  or the priority  thereof
including,  without  limitation,  any  documents  required  to be filed with the
United States Patent and Trademark Office.

                                       6

<PAGE>

     7. EVENTS OF DEFAULT.  The  occurrence  of an "Event of Default"  under the
Secured Note (after  expiration of any applicable cure periods) shall constitute
an "Event of Default" hereunder.

     8. SECURED PARTY' REMEDIES. If an Event of Default occurs hereunder,  then,
Secured Party may, at its option,  but is not required to, do any one or more of
the following without demand or notice to Debtor:

           (a) Declare  all of the  Obligations  immediately  due and payable in
full, notwithstanding the terms of any other writing or evidence of debt;

           (b) Transfer the Collateral into Secured Party' s name or that of its
nominee;

           (c)  From  time to time,  proceed  with the  foreclosure  of  Secured
Party's security  interest and sale of the Collateral,  or any portion of it, in
any manner permitted by law or provided for herein;

           (d) Take  possession of and retain the Collateral in  satisfaction of
the Obligations upon compliance with the provisions of the Code; or

           (e) Exercise any and all remedies of a secured Parties under the Code
or as otherwise provided by law.

     9.  APPLICATION  OF PROCEEDS.  After the occurrence of an Event of Default,
all income and  distributions  with respect to the  Collateral  and all proceeds
from any sale of the Collateral pursuant hereto shall be applied as follows:

           (a)  First,  in  such  order  as  Secured  Party  shall  in its  sole
discretion  determine,  (i) to the payment of all costs and expenses incurred by
Secured Party in connection with any sale of the Collateral,  including, without
limitation,  all court costs and the reasonable fees and expenses of counsel for
Secured  Party in  connection  therewith;  (ii) to the repayment of all advances
made by Secured Party hereunder for the account of Debtor; and (iii) the payment
of any and all other costs and  expenses  paid or  incurred by Secured  Party in
connection  with this Agreement or otherwise in connection  with the Obligations
or the exercise of any right or remedy hereunder;

           (b) Second, to the payment of interest on the Obligations;

           (c) Third, to the payment or satisfaction of the Obligations; and

           (d) Fourth,  any amounts  remaining after the foregoing  applications
shall  be  remitted  to  Debtor  or as a court  of  competent  jurisdiction  may
otherwise direct.

     10. POWER OF ATTORNEY.

           (a) Debtor  does  hereby  irrevocably  make,  constitute  and appoint
Secured  Party  or any  of  its  officers  or  designees  its  true  and  lawful
attorney-in-fact  with  full  power  in the  name of  Secured  Party  or  Debtor
effective upon an Event of

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Default to endorse any notes, checks,  drafts, money orders or other evidence of
payment  relating to the Collateral that may come into the possession of Secured
Party,  and to do any and all other  acts  necessary  or proper to carry out the
intent of this Agreement;

           (b) Debtor does  hereby  further  irrevocably  make,  constitute  and
appoint  Secured  Party or any of its officers or designees  its true and lawful
attorney-in-fact  in the name of Secured Party or Debtor effective upon an Event
of  Default,  (i) to enforce  all  Debtor's  rights  under and  pursuant  to all
agreements  with  respect  to  the  Collateral  and to  enter  into  such  other
agreements as may be necessary to protect  Secured Party' rights and interest in
and to the Collateral; (ii) to execute such other and further mortgages, pledges
and  assignments of the  Collateral as Secured Party may reasonably  require for
the purpose of  protecting,  maintaining  or  enforcing  the  security  interest
granted to the Secured  Party  herein;  and (iii) to do any and all other things
necessary or proper to carry out the intention of this Agreement; and

           (c) Each of the foregoing  appointments  shall be deemed coupled with
an interest and irrevocable.

     11. PRIVATE SALE AUTHORIZED.

           (a) Debtor  recognizes  that Secured  Party may be unable to effect a
public sale of all or part of the Collateral.  Debtor consents to a private sale
even though such sale may be at prices and upon terms less favorable than if the
Collateral were sold at public sales.

           (b)  Debtor  recognizes  that  a  sale,  public  or  private,  of the
Collateral  may not be able to be effected and Secured Party or its assignee are
hereby  expressly  authorized at their election to retain the Collateral until a
sale can be effected.  Until such sale,  Secured Party or its assignee may elect
to hold the  Collateral  and be  treated  as the  owner  thereof,  and  shall be
entitled to collect all income thereon.

           (c) The  purchaser or purchasers at any public or private sale of the
Collateral  shall take the Collateral  free of any right or equity of redemption
in Debtor, which rights and equities Debtor hereby expressly waives.

           (d) Debtor  agrees that written  notice  mailed to Debtor twenty (20)
business  days  prior to the date of public or  private  sale of the  Collateral
shall constitute reasonable notice for such sales.

     12. FINANCING STATEMENTS AND PAYMENT DIRECTIONS. To the extent permitted by
law,  Debtor  hereby  authorizes  Secured  Party  to file any  amendments  to or
continuations  of any financing  statement  filed with regard to the  Collateral
without the signature of Debtor. Debtor further authorizes Secured Party upon an
Event of Default to notify any account  debtors  that all sums payable to Debtor
relating to the Collateral shall be paid directly to Secured Party.

     13.  TERMINATION.  Upon  satisfaction  in  full  of  each  and  all  of the
Obligations,  and the payment of all  additional  costs and  expenses of Secured
Party  provided for herein,  this  Agreement  shall  terminate and Secured Party
shall deliver to Debtor,  at

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<PAGE>

Debtor's  expense,  such of the  Collateral  as  shall  not  have  been  sold or
otherwise  disposed of or applied  pursuant to this Agreement;  provided that if
Secured  Party is required to return any  amounts  received by Secured  Party on
account of the  Obligations,  the first  priority  security  interests  provided
hereunder shall reattach.

     14. NOTICES. Any notice or other communication  required or permitted to be
given  under  this  Agreement  shall be in  writing  and sent by  United  States
Overnight  Express Mail or priority Federal Express  delivery,  postage prepaid,
and addressed as follows:

                  If to Debtor:            QT-5, Inc.
                  ------------
                                           5655 Lindero Canyon Road, Suite 120
                                           Westlake Village, CA 91362
                                           Attention: Timothy J. Owens

                  If to Secured Party:     Devenshire Management Corp.
                  -------------------
                                           1925 Century Park East
                                           Suite 1880
                                           Los Angeles, CA 90067
                                           Attention: Todd Sanders

or such other address as either Parties may from time to time specify in writing
to the other in the manner aforesaid.  If personally delivered,  such notices or
other communications shall be deemed delivered upon delivery.  If sent by United
States mail or Federal Express  delivery,  such notices or other  communications
shall be deemed  delivered  upon  delivery  or  refusal  to accept  delivery  as
indicated on the delivery receipt.

     15.   SURVIVAL   OF   REPRESENTATIONS.   All   covenants,   agreements   or
representations  and  warranties  made  herein  and in any  documents  delivered
pursuant hereto shall survive the execution hereof.

     16.  ASSIGNMENTS.  Whenever in this  Agreement any of the parties hereto is
referred  to,  such  reference  shall be deemed to include  the  successors  and
assigns of such Parties,  and all  covenants,  promises and  agreements by or on
behalf of Debtor contained in this Agreement shall bind and inure to the benefit
of the successors and assigns of Secured Party and Debtor.

     17.  GOVERNING LAW. This Agreement  shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, without regard
to conflict of laws principles.

     18. NO IMPLIED WAIVERS BY SECURED PARTY.  Neither any failure nor any delay
on the part of  Secured  Party  in  exercising  any  right,  power or  privilege
hereunder  shall  operate  as a waiver  thereof,  nor shall a single or  partial
exercise  thereof  preclude  any other or further  exercise of any other  right,
power or  privilege.  The rights,  remedies and benefits of Secured Party herein
expressly  specified  are  cumulative  and not  exclusive  of any other  rights,
remedies or benefits that Secured  Party may have at law, in equity,  by statute
or otherwise.  Without  limiting the generality of the foregoing,  Secured Party
shall

                                       9

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have all rights and remedies of a secured Party under Division 9 of the Code, as
it may be amended or superseded from time to time.

     19. MODIFICATIONS AND WAIVERS.


           (a) No  modification,  amendment  or waiver of any  provision of this
Agreement,  nor consent to any departure of Debtor herefrom,  shall in any event
be  effective  unless the same shall be in writing and signed by Secured  Party,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.

           (b) No notice or demand on Debtor in any case shall entitle Debtor to
any  other  or  further  notice  or  demand  in  the  same,   similar  or  other
circumstances.

           (c) Debtor hereby waives presentment,  notice of dishonor and protest
of all instruments  included in or evidencing the liability of Debtor in respect
of the  Obligations  or the Collateral and any and all other notices and demands
whatsoever, whether or not relating to such instruments.

           (d) The  Obligations  shall not be  affected  by (i) the  failure  of
Secured  Party to assert any claim or demand or to  enforce  any right or remedy
against  Debtor;  (ii) any extension or renewal  thereof;  (iii) any rescission,
waiver,  amendment or  modification  of any of the terms or  provisions  of this
Agreement or of any other agreement;  or (iv) the release of any collateral held
by Secured Party for the Obligations or any of them.

     20.  SEVERABILITY.  In case any one or more of the provisions  contained in
this Agreement should be determined by a court of law to be invalid,  illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  shall  not in any way be  affected  or
impaired thereby.

     21. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. Debtor hereby:

           (a) irrevocably  submits to the jurisdiction of the state and federal
courts  sitting in the City of Los Angeles,  State of California for the purpose
of any  suit,  action or other  proceedings  arising  out of or based  upon this
Agreement  or the subject  matter  hereof  brought by any party  hereto or their
respective successors or assigns; and

           (b) waives, and agrees not to assert, by way of motion, as a defense,
or otherwise,  in any such suit, action or proceeding,  any claim that it is not
subject  personally  to the  jurisdiction  of the above named  courts,  that its
property is exempt or immune from attachment or execution, that the suit, action
or proceeding is brought in an inconvenient  forum,  that the venue of the suit,
action or  proceeding is improper or that this  Agreement or the subject  matter
hereof may not be enforced in or by such court.

                                       10

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           (c) waives any right to jury trial and any  offsets or  counterclaims
in any such action,  suit or proceeding  (other than compulsory  counterclaims);
and

           (d) consents to service of process by registered  mail at the address
to which notices are to be given.

     22. CAPTIONS.  The captions in this Agreement are inserted only as a matter
of  convenience  and for  reference  and shall not be deemed to  define,  limit,
enlarge,  or describe  the scope of this  Agreement or the  relationship  of the
parties,  and  shall  not  affect  this  Agreement  or the  construction  of any
provisions herein.

     23. PRONOUNS. Whenever the context so requires, the masculine shall include
the feminine  and the neuter,  and the singular  shall  include the plural,  and
conversely.

     24.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
together  constitute one and the same instrument.  The facsimile of the executed
counterpart  shall  have the same  force and  effect as if it was an  originally
executed counterpart.

                                       11

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                               QT-5, INC.,
                               a Delaware corporation



                               By:               /s/ Steve Reder
                                        ------------------------------------
                                        Steve Reder
                                        President, Director


                               By:               /s/ Timothy Owens
                                        -----------------------------------
                                        Tim Owens
                                        Chief Executive Officer, Director

Acknowledged and agreed by Secured Party:

DEVENSHIRE MANAGEMENT CORP
a Nevada limited partnership


By
  ---------------------------------------

                                       12

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                                  Schedule 5(c)

                                      NONE


                                       13

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                                  Schedule 5(d)

                                      NONE

                                       14
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                                    EXHIBIT A

                                 PATENT MORTGAGE



                                       15

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