Exhibit 10.14

                              SPECTRASCIENCE, INC.

                            (A MINNESOTA CORPORATION)

                      WARRANT TO PURCHASE __________ SHARES
                                       OF
                                  COMMON STOCK*

                   VOID AFTER MIDNIGHT, MINNEAPOLIS, MINNESOTA
                           TIME, ON DECEMBER 28, 1998.

No. PB122895-_____

         This is the 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 28, 1998, (the
"Exercise Period:), up to _________________________________ fully paid the
nonassessable shares of the Common Stock, twenty five cent par value, of the
Company ("Common Stock") , exercisable at the purchase price per share of $9.50
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 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, Minnesota Time, on December 28, 1998, or if December 28, 1998 is a day
on which banking institutions are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, with
the Exercise Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of shares specified in such form, together with
all Federal and state taxes applicable upon such exercise. 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.


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

<PAGE>


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:

         3.1      If the Common Stock is listed on 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 or if no such sale is
                  made on such day, the average of the closing bid and asked
                  prices for such day on such exchange; or

         3.2      If the Common Stock is not so listed or admitted to unlisted
                  trading privileges, current value shall be the mean of the
                  last reported bid and asked prices reported by 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 so listed 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 to 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 with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, whereupon 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 presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof The term "Warrant" issued
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 (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and 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


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<PAGE>


contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed or mutilated shall be at any time enforceable 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, SALES OF ALL ASSETS.

         6.1      In case the Company shall declare any dividend or other
                  distribution upon its outstanding capital stock payable in
                  capital stock or shall subdivide its outstanding shares of
                  capital stock into a greater number of shares, then the number
                  of shares of capital 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 capital stock into
                  a smaller number of shares, the number of shares of capital
                  stock which may thereafter be purchased upon the exercise of
                  the rights represented hereby shall be decreased in proportion
                  to the increase 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 excising 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.


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<PAGE>


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 of
                  such 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 exceptpursuant 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.

                  (a) 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 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.


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<PAGE>


                  (b) 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 28, 2005, 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(b), 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 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(a) hereof rather than this Section
         8(b), 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(a) hereof.

                  The managing underwriter of an offering registered pursuant to
         this Section 8(b), 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


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<PAGE>


         majority of the Warrants and/or shares issued upon exercise of the
         Warrants for which registration has been requested pursuant to this
         Section 8(b), 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(a) hereof.

                  (c) If and whenever the Company is required by the provisions
         of Section 8(a) or 8(b) 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


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<PAGE>


                  prospectus which, in the opinion of counsel for such holders
                  (and concurred in by counsel for the Company), is 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.


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                  (d) The Company hereby indemnifies the holder of this Warrant
         and of any common stock issued or issuable hereunder, its officers and
         director, 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 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:  _________________________

                                       SPECTRASCIENCE, INC.,

                                       By:



                                       ------------------------------------
                                       Brian T. McMahon
                                       Its:  President & 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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<PAGE>


                              AMENDMENT TO WARRANT

         This Amendment to Warrant ("Amendment"), dated December 28, 1998,
amends that certain warrant, No. PB122895-_____ dated December 28, 1995, issued
by SPECTRASCIENCE, Inc. ("the Company") to ____________ (the "Holder") that
entitles the Holder to the right to purchase _______ shares of common stock, par
value $0.25, of the Company ("Common Stock"), at an exercise price of $9.50 per
share, prior to midnight, Minneapolis, Minnesota time on December 28, 1998 (the
"Warrant"), subject to all the provisions of the Warrant.

         WHEREAS, the Company deems it in the best interest of the Company to
modify the terms of the Warrant to encourage the exercise of the Wararnts;

         NOW, THEREFORE, in consideration of the above, the Warrant is amended
as follows:

         *        The first sentence of the first paragraph of the Warrant shall
                  read as follows:

                  This is to certify that, for value received, _______________
         (the "Holder") is entitled to purchase, subject to provisions of this
         Warrant, from SPECTRASCIENCE, Inc., a Minnesota corporation (the
         "Company"), at any time from and after the date hereof and prior to
         January 25, 1999, (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 $6.00, subject to provisions of this Warrant.

         *        All other references to December 28, 1998 throughout the
                  Warrant will be modified to read January 25, 1999.

         *        All other provisions of the Warrant remain unchanged.

         This Amendment must be attached to the front of the Warrant and becomes
         an integral part of the Warrant. The Warrant together with this
         Amendment must be submitted to the Company if and when it is exercised.

         IN WITNESS WHEREOF, this Amendment was executed the day and year first
         above written.

         SPECTRASCIENCE, Inc.



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