EXHIBIT 4.9
                          REGISTRATION RIGHTS AGREEMENT


         THIS  REGISTRATION  RIGHTS  AGREEMENT  is  made as of the  30th  day of
September,  2002, by and among  QUICKTEST 5, INC., a Delaware  corporation  (the
"Company"), and NMDS INVESTMENTS, L.P. ("LENDER").

                                   BACKGROUND
                                   ----------

         The  Company  wishes to set forth the  registration  rights and certain
other  rights  of the  Lender in this  Agreement  as the sole  agreement  of the
Company and the Lender with respect to the 75,000  shares of Common Stock issued
pursuant  to that  certain  Purchase  Agreement  and the shares of Common  Stock
issuable upon conversion of that certain  $150,000  Convertible  Promissory Note
(the "Shares") dated of an even date herewith (the "Subscription Agreement").

                  NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

         1. Amendment.  This Agreement and the rights and  obligations  included
herein may  hereafter  be  amended by the  written  consent of the  Company  and
Lender.

         2. Registration Rights. The Company covenants and agrees as follows:

               2.1 Definitions.  As used in this Agreement,  the following terms
shall have the following respective meanings:

                     (a) "Securities Act" shall mean the Securities Act of 1933,
as amended,  or any similar federal statute and the rules and regulations of the
Securities and Exchange Commission ("SEC") thereunder, all as the same may be in
effect at that time;

                     (b) The terms "Register",  "Registered" and  "Registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar  document in  compliance  with the  Securities  Act and the
declaration  or ordering of  effectiveness  of such  registration  statement  or
document;

                     (c)  "Registrable   Securities"  shall  mean,  the  Shares,
excluding in all cases, however, any Registrable  Securities sold by a person in
a transaction in which Lender's rights under this Section 2 are not assigned;

                     (d)  "Holder"  shall mean any person who holds  outstanding
Registrable  Securities which have not been sold to the public, but only if such
person is a Lender or an  assignee  or  transferee  thereof in  accordance  with
Section 2.10 hereof;

                     (e)   "Registration   Expenses"  shall  mean  all  expenses
incurred  by the  Company  in  complying  with  Sections  2.2  and  2.3  hereof,
including, without limitation, all registration,  qualification and filing fees,
printing  expenses,  escrow  fees,  fees and  disbursements  of counsel  for the
Company,  blue sky fees and  expenses,  and the  expense of any  special  audits
incident to or required by any such registration (but excluding the compensation
of regular  employees  of the  Company  which  shall be paid in any event by the
Company).

                     (f)  "Selling   Expenses"   shall  mean  all   underwriting
discounts,  selling  commissions  and stock  transfer  taxes  applicable  to the
securities registered by the Holders.

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                     (g) "Form S-3" means such form under the  Securities Act as
in effect on the date hereof or any  registration  form under the Securities Act
subsequently  adopted by the SEC which  permits  inclusion or  incorporation  of
substantial  information  by reference to other  documents  filed by the Company
with the SEC; and

                     (h) "Exchange Act" shall mean the  Securities  Exchange Act
of  1934,  as  amended,  or any  similar  federal  statute  and  the  rules  and
regulations  of the SEC  thereunder,  all as the same may be in  effect  at that
time.

               2.2 Company  Registration.  If (but without any  obligation to do
so) the Company proposes to register  (including for this purpose a registration
effected by the  Company for  shareholders  other than the  Holders)  any of its
stock or other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration  relating
solely to the sale of securities to employees of the Company pursuant to a stock
option, stock purchase or similar plan, or a registration relating to a Rule 145
transaction or a registration  on any form which does not include  substantially
the same  information  as would be required  to be  included  in a  registration
statement  covering the sale of the  Registrable  Securities) the Company shall,
each such time,  promptly give Holder written notice of such registration.  Upon
the written  request of Holder  given within  twenty (20) days after  mailing of
such notice by the Company,  the Company  shall,  subject to the  provisions  of
Section  2.6,  cause  to be  registered  under  the  Securities  Act  all of the
Registrable Securities that each such Holder has requested to be registered.

               2.3  Obligations  of the Company.  Whenever  required  under this
Section 2 to effect the registration of any Registrable Securities,  the Company
shall, as expeditiously and as reasonably as possible,:

                     (a) Prepare and file with the SEC a registration  statement
with respect to such  Registrable  Securities  and use its best efforts to cause
such  registration  statement to become  effective  and, upon the request of the
Holder, keep such registration  statement effective for up to one hundred twenty
(120) days.

                     (b)  Prepare  and file  with the SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement.

                     (c)  Furnish  to the  Holders  such  numbers of copies of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                     (d) Use its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
blue sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdiction.

               2.4 Furnish Information. It shall be a condition precedent to the
obligations  of the Company to take any action  pursuant to this  Section 2 that
the selling  Holders  shall

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furnish to the Company such information  regarding  themselves,  the Registrable
Securities  held by  them,  and  the  intended  method  of  disposition  of such
securities as shall be required to effect the registration of their  Registrable
Securities.

               2.5 Expenses of Registration.  All Registration Expenses incurred
in  connection  with  any  registration,  filing,  qualification  or  compliance
pursuant to this Section 2 shall be borne by the Company.

               2.6  Delay of  Registration.  No Holder  shall  have any right to
obtain  or seek  an  injunction  restraining  or  otherwise  delaying  any  such
registration as the result of any  controversy  that might arise with respect to
the interpretation or implementation of this Section 2.

               2.7 Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 2,:

                     (a) To the  extent  permitted  by  law,  the  Company  will
indemnify and hold harmless  Holder,  the officers and directors of Holder,  any
underwriter  (as defined in the Securities Act) for such Holder and each person,
if any person who controls such Holder or underwriter  within the meaning of the
Securities  Act or  Exchange  Act,  against  any  losses,  claims,  damages,  or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or other federal or state law,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations  (collectively  a "Violation"):  (i) any untrue  statement or alleged
untrue  statement of a material fact  contained in such  registration  statement
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements thereto;  (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading;  or (iii) any violation or alleged
violation by the Company of the  Securities  Act,  the  Exchange  Act, any state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange  Act or any state  securities  law; and the Company will  reimburse
each such Holder, officer or director, underwriter or controlling person for any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss, claim,  damage,  liability,  or action
provided, however, that the indemnity agreement contained in this Section 2.8(a)
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability,  or action if such settlement is effected  without the consent of the
Company  (which  consent  shall  not be  unreasonably  withheld),  nor shall the
Company be liable in any such case for any such loss, claim, damage,  liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in  conformity  with written  information  furnished
expressly  for use in  connection  with such  registration  by any such  Holder,
underwriter or controlling person.

                     (b) To the extent  permitted by law,  each  selling  Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration  statement,  each person,  if any, who
controls the Company within the meaning of the Securities  Act, any  underwriter
(within  the  meaning  of the  Securities  Act) for the  Company  or such  other
Holders, any person who controls such underwriter,  and any other Holder selling
securities in such registration statement or any of its directors or officers or
any person who controls such Holder,  against any losses,  claims,  damages,  or
liabilities  (joint or  several)  to which  the  Company  or any such  director,
officer, controlling person, or underwriter or controlling person, or other such
Holder or director,  officer or controlling person may become subject, under the
Securities  Act, the Exchange Act or other  federal or state law insofar as such
losses, claims damages, or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation,  in each case to the extent (and only to the
extent)

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that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished by such Holder  expressly for use in connection with such
registration;  and each such Holder will  reimburse any legal or other  expenses
reasonably  incurred by the Company or any such director,  officer,  controlling
person,  underwriter or controlling person, other Holder, officer,  director, or
controlling  person in connection with investigating or defending any such loss,
claim  damage,  liability,  or  action  provided,  however,  that the  indemnity
agreement  contained in this  Section  2.8(b) shall not apply to amounts paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement  is effected  without the consent of the Holder,  which consent shall
not be unreasonably  withheld;  and, provided further that in no event shall any
selling Holder's liability hereunder exceed the gross proceeds actually received
by such Holder in respect of the sale of such Holder's shares in such offering.

                     (c) Promptly  after receipt by an  indemnified  party under
this  Section 2.8 of notice of the  commencement  of any action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Section 2.8, notify the
indemnifying  party in writing of the commencement  thereof and the indemnifying
party  shall  have  the  right  to  participate  in,  and,  to  the  extent  the
indemnifying  party so  desires,  jointly  with  any  other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties provided,  however,  that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the indemnifying  party, if  representation  of such indemnified party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or potential  differing  interests  between such indemnified party and any other
party  represented by such counsel in such proceeding.  The failure to notify an
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
2.8, but the omission so to notify the indemnifying party will not relieve it of
any liability  that it may have to any  indemnified  party  otherwise than under
this Section 2.8.


               2.8 Reports Under  Exchange Act. With a view to making  available
to the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or  regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:

                     (a) make and keep  public  information  available  as those
terms  are  understood  and  defined  in SEC Rule 144,  at all  times  after the
effective date of the first registration  statement filed by the Company for the
offering of its securities to the general public;

                     (b) take such action,  including the voluntary registration
of its Common  Stock under  Section 12 of the  Exchange  Act, as is necessary to
enable  the  Holders  to  utilize  Form S-3 for the  sale of  their  Registrable
Securities,  such action to be taken as soon as practicable after the end of the
fiscal year in which the first  registration  statement filed by the Company for
the offering of its securities to the general public is declared effective;

                     (c) use its best  efforts  to file with the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act; and

                     (d) furnish to any  Holder,  so long as the Holder owns any
Registrable  Securities,  forthwith upon request: (i) a written statement by the
Company that it has

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complied  with the  reporting  requirements  of SEC Rule 144 (at any time  after
ninety (90) days after the effective  date of the first  registration  statement
filed by the  Company),  the  Securities  Act and the  Exchange Act (at any time
after  it has  become  subject  to  such  reporting  requirements),  or  that it
qualifies as a registrant  whose  securities may be resold  pursuant to Form S-3
(at any time after it so  qualifies);  (ii) a copy of the most recent  annual or
quarterly report of the Company and such other reports and documents so filed by
the Company;  and (iii) such other information as may be reasonably requested in
availing  any  Holder of any rule or  regulation  of the SEC which  permits  the
selling of any such securities without registration or pursuant to such form.

               2.9 Assignment of  Registration  Rights.  The rights to cause the
Company to register  Registrable  Securities  pursuant to this  Section 2 may be
assigned  by a Holder to a  transferee  or  assignee  of at least  one  thousand
(1,000) shares of such Registrable  Securities provided the Company is, within a
reasonable  time after such transfer,  furnished with written notice of the name
and address of such  transferee or assignee and the  securities  with respect to
which such registration rights are being assigned;  and, provided further,  that
such assignment shall be effective only if immediately  following such transfer,
the further  disposition  of such  securities  by the  transferee or assignee is
restricted under the Securities Act.

         3. Miscellaneous.

               3.1 This Agreement  constitutes the entire agreement  between the
Company and the Lender with respect to the subject matter  hereof.  Any previous
agreement  between the Company and the Lender is superseded  by this  Agreement.
Subject to the exceptions  specifically  set forth in this Agreement,  the terms
and  conditions of this  Agreement  shall inure to the benefit of and be binding
upon the respective heirs, successors, administrators,  executors and assigns of
the parties hereto.

               3.2 Unless otherwise  provided,  any notice required or permitted
under this Agreement  shall be given in writing and shall be deemed  effectively
given upon personal  delivery to the party to be notified or five (5) days after
deposit with the United States Post Office,  by  registered  or certified  mail,
postage prepaid and addressed to the party to be notified as follows:  if to the
Company, to the Company's President at the Company's principal executive office,
and, if the Lender,  at the address indicated for the Lender in the Subscription
Agreement or at such other  address as such party may designate by ten (10) days
advance written notice to the other parties.

               3.3 This  Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

               3.4 This Agreement  shall be governed in all respects by the laws
of the State of California applicable to contracts entered into and wholly to be
performed within the State of California by California residents.

         IN WITNESS  WHEREOF,  the undersigned or each of their  respective duly
authorized  officers or representatives  have set their hands as of the date set
forth above.

QUICKTEST 5, INC.                           "LENDER"



By: /s/ TIMOTHY J. OWENS                    By: /s/ ROBERT W. MOORE
   ------------------------------------        ---------------------------------
    Timothy J. Owens, President and CEO         Robert W. Moore, General Partner

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