Exhibit 10.18

                              SPECTRASCIENCE, INC.


                   WARRANT TO PURCHASE SHARES OF COMMON STOCK*
           Void After Midnight, Central Standard Time, December , 2001


No. 1299-_____

         This is to certify that, for value received, _____________________ (the
"Holder") is entitled to purchase, subject to the provisions of this Warrant,
from SPECTRASCIENCE, Inc., a Minnesota corporation (the "Company"), at any time
from and after the date hereof and prior to December __, 2001, (the "Exercise
Period"), up to _________________ fully paid non-assessable shares of the Common
Stock, twenty-five cent par value, of the Company ("Common Stock"), exercisable
at the purchase price per share of $5.50, subject to the provisions of this
Warrant. The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for a share of Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock" and the exercise price of a
share of Common Stock in effect at any time and as adjusted from time to time,
is hereinafter sometimes referred to as the "Exercise Price." This Warrant is
one of a series of Warrants, identical in form, which may be issued by the
Company to purchase shares of Common Stock of the Company; and the term
"Warrants" as used herein means all such warrants (including this Warrant).

1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part, at
any time or from time to time, during the Exercise Period, but not later than
Midnight, Central Standard Time, on December __, 2001, by presentation and
surrender to the Company or its stock transfer agent, if any, together with the
Exercise Form attached hereto, duly executed, and payment of the Exercise Price
for the number of shares specified in such form along with all federal and state
taxes applicable upon such exercise. If December __, 2001 is a day on which
banking institutions are authorized by law to close, this Warrant may then be
exercised on the first day thereafter which shall not be such a day. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the shares purchasable hereunder.
Upon receipt by the Company of this Warrant at the office or agency of the
Company, in proper form for exercise, the Holder shall be deemed to be the
Holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.

2. RESERVATION OF SHARES. The Company hereby agrees that at all times there
shall be reserved for issuance and/or delivery upon exercise of this Warrant
such number of shares of Common Stock as shall be required for issuance or
delivery upon the exercise of this Warrant.

3. FRACTIONAL SHARES. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. With respect to any
fraction of a share called for upon any exercise hereof, the Company shall pay
to the Holder an amount in cash equal to such fraction multiplied by the current
market value of such fractional share, determined as follows:


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    *THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH AT THE
                         BOTTOM OF THE LAST PAGE HEREOF.

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         3.1 If the Common Stock is listed on a national securities exchange or
         admitted to unlisted trading privileges on such exchange, the current
         value shall be the last reported sale price of the Common Stock on such
         exchange on the last business day prior to the date of exercise of this
         Warrant. If no sale is made on such day, the current value shall be the
         average of the closing bid and asked prices for such day on such
         exchange; or

         3.2 If the Common Stock is not listed on a national securities exchange
         or admitted to unlisted trading privileges, the current value shall be
         the mean of the last reported bid and asked prices reported by the
         National Association of Securities Dealers Quotation System (or, if not
         so quoted on NASDAQ, by the National Quotation Bureau, Inc.) on the
         last business day prior to the date of the exercise of this Warrant; or

         3.3 If the Common Stock is not listed on a national securities exchange
         or admitted to unlisted trading privileges, and bid and asked prices
         are not so reported, the current value shall be an amount, not less
         than book value, determined in such reasonable manner as may be
         prescribed by the Board of Directors of the Company. Such determination
         will be final and binding on the Holder.

4. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. Subject to Section 7, this Warrant
is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company, for other Warrants of different
denominations entitling the Holder thereof to purchase in the aggregate, the
same number of shares of Common Stock purchasable hereunder. Any such assignment
shall be made by surrender of this Warrant together with the Assignment Form
attached hereto, duly executed, and funds sufficient to pay any transfer tax.
The Company shall, without change, execute and deliver a new Warrant in the name
of the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with other
Warrants which carry the same rights, upon surrender hereof of all affected
Warrants, at the office of the Company or its stock transfer agent, if any,
together with a written notice, signed by the Holder of such affected Warrants,
specifying the names and denominations in which new Warrants are to be issued.
The term "Warrant" as used herein includes any Warrants issued in substitution
for or replacement of this Warrant, or into which this Warrant may be divided or
exchanged. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and of reasonably
satisfactory indemnification in the case of loss, theft or destruction, or upon
surrender and cancellation of this Warrant if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant is lost, stolen, destroyed
or mutilated, and shall be enforceable at any time by anyone.

5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in the Warrant and are not
enforceable against the Company, either at law or equity, except to the extent
set forth herein.

6. STOCK SPLITS, REORGANIZATION, MERGER, SALE OF ALL ASSETS.

         6.1 In case the Company shall declare any dividend or other
distribution upon its outstanding common stock payable in common stock, or shall
subdivide its outstanding shares of common stock into a greater number of
shares, then the number of shares of common stock which may thereafter be
purchased upon the exercise of the rights represented hereby, shall be increased
in proportion to the increase through such dividend or subdivision and the
purchase price per share shall be decreased in such proportion. In case the
Company shall at any time combine the outstanding shares of its common stock
into a smaller number of shares, the number of shares of common stock which may
thereafter be purchased upon the


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exercise of the rights represented hereby, shall be decreased in proportion to
the decrease through such combination and the purchase price per share shall be
increased in such proportion.

         6.2 In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company (other than a change
in par value, or from without par value to par value, or from par value to
without par value, or as a result of an issuance of Common Stock by way of
dividend or other distribution or of a subdivision or combination), or in case
of any consolidation or merger of the Company with or into another corporation
(other than a merger with a subsidiary in which merger the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of
the class issuable upon exercise of this Warrant) or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, the Company shall cause an effective provision
to be made so that the Holder shall have the right thereafter, by exercising
this Warrant, to purchase the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, capital
reorganization or other change, consolidation, merger, sale or conveyance, if
any, which the Holder would have received had the Warrants been exercised
immediately prior to such event.

         The Company shall not effect any such consolidation, merger, or sale,
unless prior to or simultaneously with the consummation thereof, the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing such assets shall assume by written
instrument executed and mailed or delivered to the Holder at the last address of
such Holder appearing on the books of the Company, the obligation to deliver to
such Holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, such Holder may be entitled to purchase.

7. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933

         7.1 This Warrant or the Warrant Stock or any other security issued or
issuable upon exercise of this Warrant may not be offered or sold except in
conformity with the Securities Act of 1933, as amended, and then, only against
receipt of an agreement from the person to whom such offer of sale is made to
comply with the provisions of this Section 7.1 with respect to any resale or
other disposition of such securities.

         7.2 The Company may cause the following legend to be set forth on each
Warrant and certificate representing Warrant Stock or any other security issued
or issuable upon exercise of this Warrant not theretofore distributed to the
public or sold to underwriters for distribution to the public unless counsel for
the Company is of the opinion as to any such certificate that such legend is
unnecessary:

         The securities represented by this certificate may not be offered for
         sale, sold or otherwise transferred except pursuant to an effective
         registration statement made under the Securities Act of 1933 ("the
         Act"), or pursuant to an exemption from registration under the Act.

8. REGISTRATION RIGHTS

         8.1 If the Company proposes to claim an exemption under Section 3(b)
for a public offering of any of its securities or to register under the
Securities Act of 1933 (except by a claim of exemption or registration statement
on a form that does not permit the inclusion of shares by its security holders)
any of its securities, it will give written notice to all registered holders of
Warrants, and all registered holders of shares of common stock acquired upon the
exercise of Warrants, of its intention to do so and, on the written request of
any such registered holders given within twenty (20) days after receipt of any
such


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notice (which request must be made within five (5) years from the date of
this Warrant), the Company will use its best efforts to cause all such shares,
the registered holders of which shall have requested the registration or
qualification thereof, to be included in such notification or registration
statement proposed to be filed by the Company; provided, however, that nothing
herein shall prevent the Company from, at any time, abandoning or delaying any
such registration initiated by it. If any such registration shall be
underwritten in whole or in part, the Company may require that the shares
requested for inclusion pursuant to this section be included in the underwriting
on the same terms and conditions as the securities otherwise being sold through
the underwriters. In the event that, in the good faith judgment of the managing
underwriter of such public offering, the inclusion of all of the shares
originally covered by a request for registration would reduce the number of
shares to be offered by the Company or interfere with the successful marketing
of the shares of stock offered by the Company, the number of shares otherwise to
be included pursuant to this Section in the underwritten public offering may be
reduced. Those shares which are thus excluded from the underwritten public
offering shall be withheld from the market for a period, not to exceed 90 days,
which the managing underwriter reasonably determines is necessary in order to
effect the underwritten public offering. All expenses of such offering, except
the fees of special counsel to such holders and brokers' commissions or
underwriting discounts payable by such holders, shall be borne by the Company.

         8.2 Further, on one occasion only, commencing one year from the date
hereof, upon request by the holders of Warrants and/or the holders of shares
issued upon the exercise of the Warrants who collectively (i) have the right to
purchase at least 50% of the shares subject to the Warrants, (ii) hold directly
at least 50% of the shares purchased hereunder, or (iii) have the right to
purchase or hold directly an aggregate of at least 50% of the shares purchasable
or purchased hereunder, the Company will promptly take all necessary steps, at
the option of such holders, to register or qualify the sale of the Warrants or
such shares by the holders thereof, or to register the issuance by the Company
of shares upon the exercise of Warrants, under the Securities Act of 1933 (and,
upon the request of such holders, under Rule 415 thereunder) and such state laws
as such holders may reasonably request; provided that (i) such request must be
made by December ____, 2001, and (ii) the Company may delay the filing of any
registration statement requested pursuant to this section to a date not more
than ninety (90) days following the date of such request if in the opinion of
the Company's principal investment banker at the time of such request such a
delay is necessary in order not to adversely affect financing efforts then
underway at the Company or if in the opinion of the Company such a delay is
necessary or advisable to avoid disclosure of material nonpublic information.
The costs and expenses directly related to any registration requested pursuant
to this section, including but not limited to legal fees of the Company's
counsel, audit fees, printing expense, filing fees and fees and expenses
relating to qualifications under state securities or blue sky laws incurred by
the Company shall be borne entirely by the Company; provided, however, that the
persons for whose account the securities covered by such registration are sold
shall bear the expenses of underwriting commissions applicable to their shares
and fees of their legal counsel. If the holders of Warrants and the holders of
shares of Common Stock underlying the Warrants are the only persons whose shares
are included in the registration pursuant to this section, such holders shall
bear the expense of inclusion of audited financial statements in the
registration statement which are not dated as of the Company's normal fiscal
year or are not otherwise prepared by the Company for its own business purposes.
The Company shall keep effective and maintain any registration, qualification,
notification or approval specified in this paragraph for such period as may be
necessary for the holders of the Warrants and such common stock to dispose
thereof, and from time to time shall amend or supplement, at the holder's
expense, the prospectus or offering circular used in connection therewith to the
extent necessary in order to comply with applicable law, provided that the
Company shall not be obligated to maintain any registration for a period of more
than nine (9) months.

                  If, at the time any written request for registration is
received by the Company pursuant to this Section 8.2, the Company has determined
to proceed with the actual preparation and filing of a registration statement
under the Securities Act in connection with the proposed offer and sale for cash
of


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any of its securities by it or any of its security holders, such written request
shall be deemed to have been given pursuant to Section 8.1 hereof rather than
this Section 8.2, and the rights of the holders of Warrants and or shares issued
upon the exercise of the Warrants covered by such written request shall be
governed by Section 8.1 hereof.

                  The managing underwriter of an offering registered pursuant to
this Section 8.2, if any, shall be selected by the holders of a majority of the
Warrants and/or shares issued upon the exercise of the Warrants for which
registration has been requested and shall be reasonably acceptable to the
Company. Without the written consent of the holders of a majority of the
Warrants and/or shares issued upon exercise of the Warrants for which
registration has been requested pursuant to this Section 8.2, neither the
Company nor any other holder of securities of the Company may include securities
in such registration if in the good faith judgment of the managing underwriter
of such public offering the inclusion of such securities would interfere with
the successful marketing of the Warrants and/or shares issued upon the exercise
of the Warrants or require the exclusion of any portion of the Warrants and/or
shares issued upon the exercise of the Warrants to be registered. Subject to the
preceding sentence, shares to be excluded from an underwritten public offering
shall be selected in the manner provided in Section 8.1 hereof.

         8.3 If and whenever the Company is required by the provisions of
Sections 8.1 or 8.2 hereof to effect the registration of Warrants and/or shares
issued upon the exercise of the Warrants under the Securities Act, the Company
will:

                  (i) prepare and file with the Commission a registration
         statement with respect to such securities, and use its best efforts to
         cause such registration statement to become and remain effective for
         such period as may be reasonably necessary to effect the sale of such
         securities;

                  (ii) prepare and file with the Commission such amendments to
         such registration statement and supplements to the prospectus contained
         therein as may be necessary to keep such registration statement
         effective for such period as may be reasonably necessary to effect the
         sale of such securities;

                  (iii) furnish to the security holders participating in such
         registration and to the underwriters of the securities being registered
         such reasonable number of copies of the registration statement,
         preliminary prospectus, final prospectus and such other documents as
         such underwriters may reasonably request in order to facilitate the
         public offering of such securities;

                  (iv) use its best efforts to register or qualify the
         securities covered by such registration statement under such state
         securities or blue sky laws of such jurisdictions as such participating
         holders may reasonably request in writing within 30 days following the
         original filing of such registration statement, except that the Company
         shall not for any purpose be required to execute a general consent to
         service of process or to qualify to do business as a foreign
         corporation in any jurisdiction wherein it is not so qualified;

                  (v) notify the security holders participating in such
         registration, promptly after it shall receive notice thereof, of the
         time when such registration statement has become effective or a
         supplement to any prospectus forming a part of such registration
         statement has been filed;

                  (vi) notify such holders promptly of any request by the
         Commission for the amending or supplementing of such registration
         statement or prospectus or for additional information;

                  (vii) prepare and file with the Commission, promptly upon the
         request of any such holders, any amendments or supplements to such
         registration statement or prospectus which, in the opinion of counsel
         for such holders (and concurred in by counsel for the Company), is


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         required under the Securities Act or the rules and regulations
         thereunder in connection with the distribution of the Warrants or
         shares by such holder;

                  (viii) prepare and promptly file with the Commission and
         promptly notify such holders of the filing of such amendment or
         supplement to such registration statement or prospectus as may be
         necessary to correct any statements or omissions if, at the time when a
         prospectus relating to such securities is required to be delivered
         under the Securities Act, any event shall have occurred as the result
         of which any such prospectus or any other prospectus as then in effect
         would include an untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein, in the
         light of the circumstances in which they were made, not misleading;

                  (ix) advise such holders, promptly after it shall receive
         notice or obtain knowledge thereof, of the issuance of any stop order
         by the Commission suspending the effectiveness of such registration
         statement or the initiation or threatening of any proceeding for that
         purpose and promptly use its best efforts to prevent the issuance of
         any stop order or to obtain its withdrawal if such stop order should be
         issued;

                  (x) not file any amendment or supplement to such registration
         statement or prospectus to which a majority in interest of such holders
         shall have reasonably objected on the grounds that such amendment or
         supplement does not comply in all material respects with the
         requirements of the Securities Act or the rules and regulations
         thereunder, after having been furnished with a copy thereof at least
         five business days prior to the filing thereof, unless in the opinion
         of counsel for the Company the filing of such amendment or supplement
         is reasonably necessary to protect the Company from any liabilities
         under any applicable federal or state law and such filing will not
         violate applicable law; and

                  (xi) at the request of any such holder, furnish on the
         effective date of the registration statement and, if such registration
         includes an underwritten public offering, at the closing provided for
         in the underwriting agreement: (i) opinions, dated such respective
         dates, of the counsel representing the Company for the purposes of such
         registration, addressed to the underwriters, if any, and to the holder
         or holders making such request, covering such matters as such
         underwriters and holder or holders may reasonably request; and (ii)
         letters, dated such respective dates, from the independent certified
         public accountants of the Company, addressed to the underwriters, if
         any, and to the holder or holders making such request, covering such
         matters as such underwriters and holder or holders may reasonably
         request, in which letter such accountants shall state (without limiting
         the generality of the foregoing) that they are independent certified
         public accountants with the meaning of the Securities Act and that in
         the opinion of such accountants the financial statements and other
         financial data of the Company included in the registration statement or
         the prospectus or any amendment or supplement thereto comply in all
         material respects with the applicable accounting requirements of the
         Securities Act.

         8.4 The Company hereby indemnifies the holder of this Warrant and of
any common stock issued or issuable hereunder, its officers and directors, and
any person who controls such Warrant holder or such holder of common stock
within the meaning of Section 15 of the Securities Act of 1933, against all
losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in any registration statement, prospectus, notification
or offering circular (and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
or caused by any omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading except
insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or omission contained in information furnished in writing to the
Company by such Warrant holder or such holder of common stock expressly for use
therein, and each such holder by its acceptance hereof severally agrees that it
will indemnify and hold harmless the


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Company and each of its officers who signs such registration statement and each
of its directors and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act of 1933 with respect to losses,
claims, damages or liabilities which are caused by any untrue statement or
omission contained in information furnished in writing to the Company by such
holder expressly for use therein.

9. APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Minnesota.

DATED:_______________, 1999

                                       SPECTRASCIENCE, INC.



                                       ------------------------------
                                       Chester E. Sievert, Jr.
                                       President and CEO


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE
COMPANY OR ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


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