GUARANTY AND PLEDGE AGREEMENT


     GUARANTY AND PLEDGE  AGREEMENT (this  "Agreement"),  dated as of August 12,
2004, among QT 5, Inc., a Delaware corporation (the "Company"), Timothy J. Owens
(the  "Pledgor"),  and  the  pledgees  signatory  hereto  and  their  respective
endorsees, transferees and assigns (collectively, the "Pledgees").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  pursuant  to a  Securities  Purchase  Agreement,  dated  the date
hereof, between Company and the Pledgees (the "Purchase Agreement"), Company has
agreed to issue to the Pledgees and the  Pledgees  have agreed to purchase  from
Company certain of Company's 10% Callable  Secured  Convertible  Notes,  due two
years from the date of issue (the "Notes"), which are convertible into shares of
Company's  Common  Stock,  par value $.001 per share (the  "Common  Stock").  In
connection  therewith,  Company  shall issue the Pledgees  certain  Common Stock
purchase warrants (the "Warrants"); and

     WHEREAS,  as a  material  inducement  to the  Pledgees  to  enter  into the
Purchase Agreement, the Pledgees have required and the Pledgor has agreed (i) to
unconditionally guarantee the timely and full satisfaction of all obligations of
the Company,  whether matured or unmatured, now or hereafter existing or created
and  becoming  due  and  payable  (the  "Obligations")  to the  Pledgees,  their
successors,  endorsees,  transferees or assigns under the Transaction  Documents
(as  defined in the  Purchase  Agreement)  to the extent of the  Collateral  (as
defined  in  Section  5  hereof),  and  (ii) to  grant  to the  Pledgees,  their
successors,  endorsees, transferees or assigns a security interest in all of the
shares  of  Common  Stock  currently  owned by the  Pledgor  (collectively,  the
"Shares"),  as collateral  security for Obligations.  Terms used and not defined
herein shall have the meaning ascribed to them in the Purchase Agreement.

     NOW, THEREFORE,  in consideration of the foregoing recitals, and the mutual
covenants contained herein, the parties hereby agree as follows:

          1.   Guaranty.  To the extent of the  Collateral,  the Pledgor  hereby
absolutely,  unconditionally and irrevocably  guarantees to the Pledgees,  their
successors,  endorsees, transferees and assigns the due and punctual performance
and  payment  of the  Obligations  owing  to  the  Pledgees,  their  successors,
endorsees, transferees or assigns when due, all at the time and place and in the
amount  and  manner  prescribed  in,  and  otherwise  in  accordance  with,  the
Transaction  Documents,  regardless of any defense or set-off counterclaim which
the Company or any other person may have or assert, and regardless of whether or
not the Pledgees or anyone on behalf of the Pledgees  shall have  instituted any
suit,  action or  proceeding  or  exhausted  its  remedies or taken any steps to
enforce any rights  against  the Company or any other  person to compel any such
performance  or observance or to collect all or part of any such amount,  either
pursuant to the provisions of the Transaction  Documents or at law or in equity,
and regardless of any other condition or contingency.  The Pledgor shall have no
obligation  whatsoever  to the Pledgees  beyond the  Collateral  pledged for the
Obligations set forth herein.


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          2.   Waiver of Demand. The Pledgor hereby unconditionally:  (i) waives
any  requirement  that the  Pledgees,  in the event of a breach in any  material
respect  by the  Company  of any of its  representations  or  warranties  in the
Transaction  Documents,  first make  demand  upon,  or seek to enforce  remedies
against, the Company or any other person before demanding payment of enforcement
hereunder;  (ii) covenants that this Agreement will not be discharged  except by
complete  performance of all the  Obligations  to the extent of the  Collateral;
(iii) agrees that this  Agreement  shall remain in full force and effect without
regard to, and shall not be affected or impaired,  without  limitation,  by, any
invalidity,  irregularity  or  unenforceability  in  whole  or in  part  of  the
Transaction  Documents  or any  limitation  on  the  liability  of  the  Company
thereunder, or any limitation on the method or terms of payment thereunder which
may now or  hereafter  be caused or imposed in any manner  whatsoever;  and (iv)
waives diligence, presentment and protest with respect to, and notice of default
in the  performance  or payment of any  Obligation  by the  Company  under or in
connection with the Transaction Documents.

          3.   Release. The obligations, covenants, agreements and duties of the
Pledgor hereunder shall not be released,  affected or impaired by any assignment
or  transfer,  in  whole  or in  part,  of  the  Transaction  Documents  or  any
Obligation,  although made without  notice to or the consent of the Pledgor,  or
any  waiver by the  Pledgees,  or by any other  person,  of the  performance  or
observance  by the Company or the Pledgor of any of the  agreements,  covenants,
terms or conditions contained in the Transaction Documents, or any indulgence in
or the  extension  of the  time  or  renewal  thereof,  or the  modification  or
amendment  (whether  material or  otherwise),  or the  voluntary or  involuntary
liquidation,  sale or other  disposition  of all or any  portion of the stock or
assets  of  the  Company  or  the  Pledgor,  or  any  receivership,  insolvency,
bankruptcy,  reorganization, or other similar proceedings, affecting the Company
or the  Pledgor or any assets of the Company or the  Pledgor,  or the release of
any proper from any security for any  Obligation,  or the impairment of any such
property or security,  or the release or discharge of the Company or the Pledgor
from the performance or observance of any agreement, covenant, term or condition
contained in or arising out of the Transaction Documents by operation of law, or
the merger or consolidation of the Company, or any other cause,  whether similar
or dissimilar to the foregoing.

          4.   Subrogation.

               (a)  Unless and until complete performance of all the Obligations
to the extent of the  Collateral,  the Pledgor shall not be entitled to exercise
any right of  subrogation  to any of the  rights  of the  Pledgees  against  the
Company or any  collateral  security or guaranty  held by the  Pledgees  for the
payment  or  performance  of the  Obligations,  nor shall the  Pledgor  seek any
reimbursement  from the  Company  in  respect of  payments  made by the  Pledgor
hereunder.

               (b)  In the extent that the Pledgor  shall  become  obligated  to
perform  or pay any sums  hereunder,  or in the event  that for any  reason  the
Company is now or shall hereafter become indebted to the Pledgor,  the amount of
such sum shall at all times be  subordinate  as to lien,  time of payment and in
all other  respects,  to the amounts owing to the Pledgees under the Transaction
Documents and the Pledgor shall not enforce or receive payment thereof until all
Obligations  due to the Pledgees  under the  Transaction  have been performed or
paid.  Nothing herein contained is intended or shall be construed to give to the
Pledgor any right of subrogation in or under the Transaction  Documents,  or any
right to participate in any way therein,  or in any right,  title or interest in
the assets of the Pledgees.


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<PAGE>


          5.   Security.  As  collateral  security for the punctual  payment and
performance, when due, by the Company of all the Obligations, the Pledgor hereby
pledges  with,  hypothecates,  transfers  and assigns to the Pledgees all of the
Shares and all proceeds,  shares and other  securities  received,  receivable or
otherwise  distributed  in respect of or in exchange for the Shares,  including,
without  limitation,  any shares and other securities into which such Shares may
be convertible or exchangeable  (collectively,  the "Additional  Collateral" and
together  with the  Shares,  the  "Collateral").  Simultaneously  herewith,  the
Pledgor  shall  deliver to the  Pledgees  the  certificate(s)  representing  the
Shares,  stamped with a bank  medallion  guarantee,  along with a stock transfer
power duly  executed  in blank by the  Pledgor,  to be held by the  Pledgees  as
security.  Any  Collateral  received  by the Pledgor on or after the date hereof
shall be immediately  delivered to the Pledgees together with any executed stock
powers or other transfer documents requested by the Pledgees,  which request may
be made at any time prior to the date when the Obligations  shall have been paid
and otherwise satisfied in full.

          6.   Voting Power, Dividends, Etc. and other Agreements.

               (a)  Unless  and  until  an  Event of  Default  (as set  forth in
Section 7 hereof) has occurred, the Pledgor shall be entitled to:

                    (i)  Exercise all voting and/or consensual powers pertaining
          to the Collateral, or any part thereof, for all purposes;

                    (ii) Receive and retain  dividends  paid with respect to the
          Collateral; and

                    (iii)Receive  the  benefits  of any  income  tax  deductions
          available to the Pledgor as a shareholder of the Company.

               (b)  The Pledgor agrees that it will not sell, assign,  transfer,
          pledge, hypothecate, encumber or otherwise dispose of the Collateral.

               (c)  The Pledgor and the Company  jointly and severally  agree to
pay all  costs  including  all  reasonable  attorneys'  fees  and  disbursements
incurred by the Pledgees in enforcing  this  Agreement  in  accordance  with its
terms.

          7.   Default and Remedies.

               (a)  For the purposes of this Agreement, "Event of Default" shall
mean:

                    (i)  default  in or under any of the  Obligations  after the
          expiration, without cure, of any applicable cure period;

                    (ii) a breach in any material  respect by the Company of any
          of its representations or warranties in the Transaction Documents; or


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<PAGE>


                    (iii)a breach in any material  respect by the Pledgor of any
          of its representations or warranties in this Agreement.

               (b)  the Pledgees shall have the following  rights upon any Event
of Default:

                    (i)  the  rights  and  remedies   provided  by  the  Uniform
          Commercial  Code as adopted  by the State of New York (the  "UCC") (as
          said law may at any time be amended);

                    (ii) the right to receive and retain all dividends, payments
          and other distributions of any kind upon any or all of the Collateral;

                    (iii)the right to cause any or all of the  Collateral  to be
          transferred  to its own name or to the name of its  designee  and have
          such transfer  recorded in any place or places deemed  appropriate  by
          the Pledgees; and

                    (iv) the right to sell,  at a public or  private  sale,  the
          Collateral  or any part  thereof  for cash,  upon credit or for future
          delivery,  and at such price or prices in accordance  with the UCC (as
          such law may be  amended  from time to  time).  Upon any such sale the
          Pledgees  shall have the right to deliver,  assign and transfer to the
          purchaser  thereof the Collateral so sold. The Pledgees shall give the
          Pledgor not less than ten (10) days'  written  notice of its intention
          to make any such sale.  Any such  sale,  shall be held at such time or
          times during  ordinary  business  hours and at such place or places as
          the  Pledgees  may fix in the notice of such sale.  The  Pledgees  may
          adjourn or cancel any sale or cause the same to be adjourned from time
          to time by  announcement at the time and place fixed for the sale, and
          such sale may be made at any time or place to which the same may be so
          adjourned.  In case of any sale of all or any  part of the  Collateral
          upon terms calling for payments in the future,  any Collateral so sold
          may be retained by the Pledgees until the selling price is paid by the
          purchaser  thereof,  but the Pledgees  shall incur no liability in the
          case  of the  failure  of  such  purchaser  to take up and pay for the
          Collateral so sold and, in the case of such failure,  such  Collateral
          may again be sold upon like notice. The Pledgees,  however, instead of
          exercising  the power of sale herein  conferred upon them, may proceed
          by a suit or suits  at law or in  equity  to  foreclose  the  security
          interest  and sell the  Collateral,  or any portion  thereof,  under a
          judgment or decree of a court or courts of competent jurisdiction, the
          Pledgor having been given due notice of all such action.  The Pledgees
          shall incur no  liability as a result of a sale of the  Collateral  or
          any part thereof.  All proceeds of any such sale,  after deducting the
          reasonable  expenses  and  reasonable   attorneys'  fees  incurred  in
          connection  with such  sale,  shall be  applied  in  reduction  of the
          Obligations, and the remainder, if any, shall be paid to the Pledgor.

          8.   Application  of  Proceeds;  Release.  The proceeds of any sale or
enforcement of or against all or any part of the Collateral,  and any other cash
or  collateral at the time held by the Pledgees  hereunder,  shall be applied by
the Pledgees  first to the payment of the  reasonable  costs of any such sale or
enforcement,  then to reimburse the Pledgees for any damages,  costs or expenses


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<PAGE>


incurred by the Pledgees as a result of an Event of Default, then to the payment
of the  principal  amount or stated valued (as  applicable)  of, and interest or
dividends  (as  applicable)  and any  other  payments  due in  respect  of,  the
Obligations.  The remainder,  if any,  shall be paid to the Pledgor.  As used in
this  Agreement,  "proceeds"  shall mean  cash,  securities  and other  property
realized in respect of, and distributions in kind of, the Collateral,  including
any thereof received under any reorganization, liquidation or adjustment of debt
of any issuer of securities included in the Collateral.

          9.   Representations and Warranties.

               (a)  The Pledgor  hereby  represents and warrants to the Pledgees
                    that:

                    (i)  the  Pledgor  has full  power and  authority  and legal
          right to  pledge  the  Collateral  to the  Pledgees  pursuant  to this
          Agreement and this  Agreement  constitutes a legal,  valid and binding
          obligation of the Pledgor, enforceable in accordance with its terms.

                    (ii) the  execution,   delivery  and   performance  of  this
          Agreement and other instruments  contemplated  herein will not violate
          any  provision  of any order or  decree  of any court or  governmental
          instrumentality  or of any  mortgage,  indenture,  contract  or  other
          agreement  to which the Pledgor is a party or by which the Pledgor and
          the  Collateral  may be bound,  and will not result in the creation or
          imposition of any lien, charge or encumbrance on, or security interest
          in, any of the Pledgor's properties pursuant to the provisions of such
          mortgage, indenture, contract or other agreement.

                    (iii)the Pledgor is the sole record and beneficial  owner of
          all of the Shares; and

                    (iv) the Pledgor owns the  Collateral  free and clear of all
          Liens.

               (b)  The Company represents and warrants to the Pledgees that:

                    (i)  it has no knowledge that any of the  representations or
          warranties  of the  Pledgor  herein  are  incorrect  or  false  in any
          material respect;

                    (ii) all of the Shares were validly  issued,  fully paid and
          non-assessable; and

                    (iii) the Pledgor is the record holder of the Shares.

          10.  No Waiver; No Election of Remedies. No failure on the part of the
Pledgees to exercise,  and no delay in  exercising,  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise by the  Pledgees of any right,  power or remedy  preclude  any other or
further  exercise  thereof or the exercise of any other right,  power or remedy.
The  remedies  herein  provided  are  cumulative  and are not  exclusive  of any
remedies  provided by law. In  addition,  the exercise of any right or remedy of
the Pledgees at law or equity or under this  Agreement  or any of the  documents
shall not be deemed to be an election of Pledgee's rights or remedies under such
documents or at law or equity.


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<PAGE>


          11.  Termination.  This Agreement shall terminate on the date on which
all Obligations have been performed, satisfied, paid or discharged in full.

          12.  Further  Assurances.  The parties hereto agree that, from time to
time upon the written request of any party hereto, they will execute and deliver
such  further  documents  and do such  other  acts and  things as such party may
reasonably request in order fully to effect the purposes of this Agreement.  The
Pledgees  acknowledge that they are aware that Pledgor shall have no obligations
whatsoever to the Pledgees beyond the Collateral pledged for the Obligations set
forth herein,  and no request for further  assurance may or shall  increase such
Obligations.

          13.  Miscellaneous.

               (a)  Modification.    This   Agreement    contains   the   entire
understanding  between the parties with respect to the subject matter hereof and
specifically  incorporates all prior oral and written agreements relating to the
subject matter hereof. No portion or provision of this Agreement may be changed,
modified,  amended,  waived,  supplemented,  discharged,  canceled or terminated
orally or by any course of dealing,  or in any manner other than by an agreement
in writing, signed by the party to be charged.

               (b)  Notice.  Any and all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 6:30 p.m. (New
York City time) on a Business Day (as defined in the Purchase  Agreement),  (ii)
the Business Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile  telephone  number specified in this
Agreement later than 6:30 p.m. (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the Business Day following
the  date of  mailing,  if  sent  by  nationally  recognized  overnight  courier
services,  or (iv) upon  actual  receipt  by the  party to whom  such  notice is
required to be given. The address for such notices and  communications  shall be
as follows:

          If to the Company:            QT 5, Inc.
                                        5655 Lindero Canyon Road
                                        Suite 120
                                        Westlake Village, California  91362
                                        Attention: Chief Executive Officer
                                        Telephone:  818-338-1510
                                        Facsimile:   818-338-1551


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<PAGE>


          With copies to:               Sichenzia Ross Friedman Ference LLP
                                        1065 Avenue of the Americas
                                        New York, New York  10018
                                        Attention:  Gregory Sichenzia, Esq.
                                        Telephone:  212-930-9700
                                        Facsimile:   212-930-9725


          If to the Pledgor:            Timothy J. Owens
                                        c/o QT 5, Inc.
                                        5655 Lindero Canyon Road
                                        Suite 120
                                        Westlake Village, California  91362
                                        Attention: Chief Executive Officer
                                        Telephone:  818-338-1510
                                        Facsimile:   818-338-1551

          If to the Pledgees:           AJW Partners, LLC
                                        AJW Offshore, Ltd.
                                        AJW Qualified Partners, LLC
                                        New Millennium Capital Partners II, LLC
                                        1044 Northern Boulevard
                                        Suite 302
                                        Roslyn, New York  11576
                                        Facsimile No.:  (516) 739-7115
                                        Attn:  Corey S. Ribotsky

          With copies to:               Ballard Spahr Andrews & Ingersoll, LLP
                                        1735 Market Street, 51st Fl.
                                        Philadelphia, PA 19103
                                        Facsimile No.: (215) 864-8999
                                        Attn:  Gerald J. Guarcini, Esquire

               (c)  Invalidity.  If any part of this  Agreement  is contrary to,
prohibited  by, or deemed invalid under  applicable  laws or  regulations,  such
provision  shall be  inapplicable  and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.

               (d)  Benefit of Agreement.  This Agreement  shall be binding upon
and inure to the parties hereto and their respective successors and assigns.

               (e)  Mutual Agreement.  This Agreement  embodies the arm's length
negotiation  and mutual  agreement  between the parties  hereto and shall not be
construed against either party as having been drafted by it.

               (f)  New York Law to Govern.  This Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York without  regard to the  principals  of  conflicts of law thereof.  Each


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<PAGE>


party hereby irrevocably submits to the exclusive  jurisdiction of the state and
Federal  courts sitting in the city of New York,  borough of Manhattan,  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the jurisdiction of any such court or that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof to such party at the
address in effect for  notices to it under this  agreement  and agrees that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.










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     IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.

                                        QT 5, INC.


                                        By:
                                          --------------------------------------
                                          Timothy J. Owens
                                          Chief Executive Officer

                                        PLEDGEES:

                                        AJW PARTNERS, LLC
                                        By: SMS Group, LLC


                                        By:
                                          --------------------------------------
                                          Corey S. Ribotsky
                                          Manager

                                        AJW OFFSHORE, LTD.
                                        By:  First Street Manager II, LLC


                                        By:
                                          --------------------------------------
                                          Corey S. Ribotsky
                                          Manager

                                        AJW QUALIFIED PARTNERS, LLC
                                        By:  AJW Manager, LLC


                                        By:
                                          --------------------------------------
                                          Corey S. Ribotsky
                                          Manager

                                        NEW MILLENNIUM CAPITAL PARTNERS II, LLC
                                        By:  First Street Manager II, LLC


                                        By:
                                          --------------------------------------
                                          Corey S. Ribotsky
                                          Manager

                    [Signatures Continued on Following Page]


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<PAGE>


                                        PLEDGOR:


                                        ----------------------------------------
                                        Timothy J. Owens

                                        3,400,000 shares of Common Stock




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