EXHIBIT 10.6
                               ISSUANCE AGREEMENT

         THIS ISSUANCE  AGREEMENT is made and entered into as of the 30th day of
September 2002, by and between  Quicktest 5, Inc., a Delaware  corporation  (the
"Company"), and NDMS Investments, L.P., a Nevada Limited Partnership ("Lender").

         WHEREAS,  Lender has agreed to lend $150,000 to the Company by means of
a $150,000  Convertible  Promissory  Note in a form  attached  as EXHIBIT A (the
"Note") and under the terms of this Purchase Agreement.

         WHEREAS,  under the terms of the Note,  the Company has agreed to issue
75,000 shares of the Company's Common Stock to Lender (the "Shares").

         WHEREAS,  the  Company  has also  agreed to enter  into a  Registration
Rights Agreement in the form attached as EXHIBIT B.

         NOW, THEREFORE,  FOR GOOD AND VALUABLE CONSIDERATION THE SUFFICIENCY OF
WHICH IS HEREBY AFFIRMED, THE PARTIES HEREBY AGREE AS FOLLOWS:

         1. Authorization and Sale of Common Stock.

               1.1  Authorization  of the Shares.  On or before the Closing Date
(as defined in Section 2.1 below),  the Company's  Board of Directors  will have
approved  issuance of the Common  Stock,  the Note and the shares  issuable upon
conversion of the Note (the "Note Shares").

               1.2 Issuance of Shares.  In  consideration  of Lender lending the
Company  $150,000  under the terms of the Note,  the Company  shall issue 75,000
shares of Common Stock at par to Lender at the Closing.

         2. Closing Date; Delivery.

               2.1 Closing  Date.  The closing of the loan and purchase and sale
of the Shares (the  "Closing")  shall be held at the offices of the Company,  on
October 1, 2002 (the "Closing Date").

               2.2  Delivery.  At the  Closing,  the Company will deliver to the
Lender a certificate  representing  the Shares  against  payment of the purchase
price therefor by check, wire transfer,  or by such other form of payment as may
mutually be agreed upon by the Company and Lender.

         3. Covenants of the Company.

               3.1 Removal of Legend. The Company shall remove any legend on the
Shares or the Note  Shares  within  10 days of the  certificate  qualifying  for
removal  of such  legends  due to  registration,  compliance  with  Rule  144 or
otherwise.

               3.2  Opinion of  Counsel.  The  Company may request an opinion of
legal  counsel  prior to removal of such legend;  provided,  that this shall not
extend the 10 day requirement.








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         4. Representations and Warranties of the Company.

            The Company hereby represents and warrants to Lender that:

               4.1 Organization and Standing.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  The Company is duly  qualified  to transact  business  and is in good
standing in each jurisdiction in which the failure to be so qualified would have
a material adverse effect on its business or properties.

               4.2  Authorization.  All  corporate  action  on the  part  of the
Company,   its   officers,   directors  and   shareholders   necessary  for  the
authorization, execution and delivery of this Agreement, the Registration Rights
Agreement,  the Note  and the  performance  of all  obligations  of the  Company
hereunder and thereunder, and the authorization, sale and issuance of the Shares
pursuant  hereto has been taken or will be taken prior to the Closing Date. This
Agreement,  the Note and the Registration  Rights  Agreement,  when executed and
delivered by the Company,  shall constitute valid and binding obligations of the
Company, enforceable in accordance with their respective terms.

               4.3 Valid  Issuance  of the  Shares.  The Shares  when issued and
delivered in accordance  with the terms of this Agreement for the  consideration
expressed   herein,   will  be  duly  and  validly   issued,   fully  paid,  and
nonassessable,  and  will  be  free  of  restrictions  on  transfer  other  than
restrictions  on transfer  under this Agreement and under  applicable  state and
federal  securities  laws. The Note Shares  issuable upon conversion of the Note
have  been  duly and  validly  reserved  for  issuance  and,  upon  issuance  in
accordance  with the terms of the  Articles of  Incorporation,  will be duly and
validly issued,  fully paid, and  nonassessable and will be free of restrictions
on transfer other than  restrictions  on transfer under this Agreement and under
applicable state and federal securities laws.

               4.4 Assets, Patents,  Copyrights,  Trademarks. To the best of the
Company's knowledge (after reasonable inquiry,  but without having conducted any
special  investigation  or patent search),  the Company has sufficient title and
ownership  of all of its assets,  intangible  property,  including  all patents,
trademarks,  service marks, trade names,  copyrights,  trade secrets,  licenses,
information  and proprietary  rights and processes  ("Proprietary  Rights"),  or
adequate  licenses,  rights or purchase  options with respect to the  foregoing,
necessary  for its business as now  conducted  and as proposed to be  conducted,
without  any  conflict  with or  infringement  of the rights of others;  and the
Company has not received any notice of  infringement  upon or conflict  with the
asserted  rights  of  others.  Assuming  the due  authorization,  execution  and
delivery of any license  agreements to which the Company is a party by the other
parties to such agreements,  such agreements constitute legal, valid and binding
obligations of the respective  parties thereto and are enforceable in accordance
with their respective  terms,  except as limited by bankruptcy and other laws of
general application affecting the rights and remedies of creditors generally and
except insofar as the  availability  of equitable  remedies may be limited.  The
Company  has not  received  any  communications  alleging  that the  Company has
violated or, by  conducting  its business as proposed,  would violate any of the
patents,  trademarks,  service marks, trade names, copyrights,  trade secrets or
other proprietary rights of any other person or entity.

               4.5  Compliance  with Other  Instruments.  The  Company is not in
violation or default of any term of its Articles of Incorporation or Bylaws,  or
in any material respect, any contract, agreement,  instrument, judgment, decree,
order,  statute,  rule or regulation  (collectively,  "Instruments and Laws") to
which the  Company is subject  and a  violation  of which  would have a material
adverse  effect on the condition,  financial or otherwise,  or operations of the
Company. The execution, delivery

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and  performance  of  this  Agreement,  the  Note  and the  Registration  Rights
Agreement, and the consummation of the transactions pursuant hereto and thereto,
will not result in a violation of or be in conflict with or constitute,  with or
without the passage of time and giving of notice,  a material  default under any
such Instrument or Law, except where such violations or defaults,  singularly or
in the  aggregate,  would not have a material  adverse  effect on the  business,
operations,  property or  condition  (financial  or  otherwise)  of the Company,
require  any  consent  or waiver  (which has not been  obtained)  under any such
Instrument or Law, or result in the creation of any lien,  encumbrance or charge
upon  any of the  properties  or  assets  of the  Company  pursuant  to any such
Instrument or Law.

               4.6  Litigation.  There are no  actions,  suits,  proceedings  or
investigations  ("Actions") pending (or, to the best of the Company's knowledge,
threatened,  against the Company,  that question the validity of this Agreement,
the Note or the Registration  Rights  Agreement,  or the right of the Company to
enter into such  agreements,  or to  consummate  the  transactions  contemplated
hereby and thereby, or which, either in any case or in the aggregate, might have
a material adverse effect on the business,  operations,  properties or condition
(financial  or  otherwise)  of the  Company.  The  foregoing  includes,  without
limitation,  actions, suits, proceedings or investigations pending or threatened
(or any basis therefor known to the Company)  involving the prior  employment of
any of the  Company's  employees,  their use in  connection  with the  Company's
business of any information or techniques allegedly  proprietary to any of their
former  employers,   or  their  obligations  under  any  agreements  with  prior
employers. The Company is not a party or subject to the provisions of any order,
writ,  injunction,  judgment  or  decree of any  court or  government  agency or
instrumentality.

               4.7 Governmental  Consent,  etc. No consent,  approval,  order or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal,  state or local governmental  authority on the part of
the Company is required in connection with the  consummation of the transactions
contemplated by this Agreement.

         5. Representations and Warranties of the Lenders.

         Lender hereby represents and warrants to the Company as follows:

               5.1  Authority.  It is a Nevada limited  partnership  and is duly
organized,  validly existing and in good standing under the laws of the state of
its organization.  Lender has now, and will have at the Closing Date, full legal
power and  authority to enter into this  Agreement and the  Registration  Rights
Agreement, to purchase the Shares hereunder and to perform its obligations under
the terms of this Agreement.

               5.2  Authorization.  All partnership action on the part of Lender
necessary for the execution of this Agreement, the Note, the Registration Rights
Agreement  and the  purchase  of the  Shares  and the  performance  of  Lender's
obligations hereunder has been taken or will be taken prior to the Closing Date.
This Agreement,  when executed and delivered by Lender,  will constitute a valid
and legally  binding  obligation of Lender,  enforceable in accordance  with its
terms.





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               5.3  Investment  Representations.  This  Agreement  is made  with
Lender upon the  understanding  as a specific  representation  to the Company by
Lender that:

                     (a) The  Shares  purchased  hereunder  and the Note  Shares
(collectively,  the "Securities") will be acquired for Lender's own account, not
as a nominee or agent,  and not with a view to the resale or distribution of any
part  thereof,  and that Lender has no present  intention  of selling,  granting
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement,  Lender  further  represents  that Lender does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities.  Lender  has not been  organized  for the  purpose of  investing  in
securities  of the Company,  although such  investment  is  consistent  with its
purposes.

                     (b) Lender acknowledges that it is able to fend for itself,
can  bear the  economic  risk of its  investment,  and has  such  knowledge  and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the Shares.

                     (b)  Lender   understands  that  the  Shares  will  not  be
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
by reason of, among other things,  reliance upon certain  exemptions  therefrom,
and that the  reliance of the Company on such  exemptions  is  predicated  upon,
among  other  things,  the bona fide  nature of  Lender's  investment  intent as
expressed herein.

                     (c) Lender is  experienced  in evaluating  and investing in
securities of companies in the  development  stage and has made  investments  in
securities other than those of the Company.  Lender  acknowledges that by reason
of Lender's business or financial experience, Lender has the ability to bear the
economic risk of Lender's investment pursuant to this Agreement.

                     (f)  Lender  is  an  Accredited   Investor  as  defined  in
Regulation D promulgated under the Securities Act.

               5.4 Rule 144.  Lender  understands  that the Shares (and the Note
Shares  issuable  upon  conversion  of the Shares) are  "restricted  securities"
within the meaning of Rule 144 promulgated under the Securities Act ("Rule 144")
inasmuch  as they are being  acquired  from the  Company  in a  transaction  not
involving  a  public   offering  and  that,   under  such  laws  and  applicable
regulations,  such  securities  may be  resold  without  registration  under the
Securities Act only in certain limited circumstances. In this connection, Lender
represents  that it is familiar  with SEC Rule 144, as presently in effect,  and
understands the resale limitations imposed thereby and by the Securities Act.

               5.6 Legends.  It is understood that the  certificates  evidencing
the Securities may bear one or all of the following legends:

                     (a) "These  securities have not been  registered  under the
Securities  Act of 1933,  as  amended.  They may not be sold,  offered for sale,
pledged or  hypothecated  in the absence of a  registration  statement in effect
with  respect  to the  securities  under  such  Act  or an  opinion  of  counsel
satisfactory  to the Company  that such  registration  is not required or unless
sold pursuant to Rule 144 of such Act."

                     (b)  Any  legend  required  by the  laws  of the  State  of
California,  including  any legend  required  by the  California  Department  of
Corporations and Sections 417 and 418 of the California Corporations Code.

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         6. Conditions to Closing.

               6.1 Conditions to Lenders' Obligations.  The obligation of Lender
to purchase the Shares at the Closing is subject to the  fulfillment on or prior
to the Closing Date of the following  conditions,  the waiver of which shall not
be effective against any Lender who does not consent in writing thereto:

                     (a) Representations and Warranties Correct;  Performance of
Obligations. The representations and warranties made by the Company in Section 4
hereof shall be true and correct when made, and shall be true and correct on the
Closing  Date with the same  force and effect as if they had been made on and as
of said date, subject to changes contemplated by this Agreement; and the Company
shall  have  performed  and  complied  with  all  agreements,   obligations  and
conditions  contained  in this  Agreement  that are  required to be performed or
complied with by it on or prior to the Closing Date.

                     (b) Issuance of the Shares.  Purchase  shall have  received
the Shares.

                     (c) Execution of Agreements.  Lender shall receive executed
originals  of this  Purchase  Agreement,  the Note and the  Registration  Rights
Agreement.

               6.2  Conditions  to  Obligations  of the Company.  The  Company's
obligation  to sell and  issue the  Shares  at the  Closing  is  subject  to the
fulfillment on or prior to the Closing Date of each of the following conditions:

                     (a) Representations and Warranties Correct;  Performance of
Obligations.  The  representations  and warranties of Lender in Section 5 hereof
shall be true and  correct  when  made,  and  shall be true and  correct  on the
Closing  Date with the same  force and effect as if they had been made on and as
of said date,  subject to changes  contemplated  by this  Agreement;  and Lender
shall  have  performed  and  complied  with  all  agreements,   obligations  and
conditions  contained  in this  Agreement  that are  required to be performed or
complied with by it on or prior to the Closing Date.

                     (b) Transfer of Funds.  Lender shall have transferred funds
to the Company.

         7. Miscellaneous.

               7.1  Governing  Law.  This  Agreement  shall be  governed  in all
respects  by  the  laws  of the  State  of  California  without  application  of
principles of conflicts of laws.

               7.2  Survival.  The  representations,  warranties,  covenants and
agreements  made herein shall survive any  investigation  made by any Lender and
the closing of the transactions contemplated hereby.

               7.3  Successors  and  Assigns.   Except  as  otherwise  expressly
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  respective  successors  and assigns of the  parties  hereto
(including transferees of any Securities). Nothing in this Agreement, express or
implied,  is intended to confer upon any party other than the parties  hereto or
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

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               7.4 Entire Agreement; Amendment.

                     (b)  This  Agreement  and  the  other  documents  delivered
pursuant  hereto  constitute  the full and entire  understanding  and  agreement
between  the  parties  with  regard to the  subjects  hereof and  thereof.  This
Agreement may only be amended in writing by the parties.

               7.5 Notices,  etc.  Unless  otherwise  provided,  all notices and
other  communications  required or permitted  under this  Agreement  shall be in
writing  and shall be deemed  effectively  given upon  personal  delivery to the
party to be notified or upon  deposit  with the United  States Post  Office,  by
registered or certified mail,  postage prepaid,  or on the day sent by facsimile
transmission  if a true  and  correct  copy is  deposited  the same day with the
United States Post Office, by registered or certified mail, postage prepaid,  or
by dispatch by an  internationally  recognized  express courier service,  and in
each case  addressed to the parties as set forth on the  signature  page of this
Agreement  or as  otherwise  changed  from time to time in  writing to the other
party.

               7.6  Expenses.  Irrespective  of whether the Closing is effected,
the each party  shall bear their own costs in  connection  with this  Agreement;
provided,  however,  that the Company shall pay $3,000 in attorney's fees at the
closing.  If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement,  the Note or the Registration Rights Agreement, the
prevailing  party shall be entitled to  reasonable  attorneys'  fees,  costs and
necessary  disbursements in addition to any other relief to which such party may
be entitled.

               7.7 Sole Agreement;  Severability. Any invalidity,  illegality or
limitation on the  enforceability  of any part of this Agreement shall in no way
affect or impair the validity,  legality or enforceability of this Agreement. If
one or more  provisions  of this  Agreement are held to be  unenforceable  under
applicable  law, such  provision  shall be excluded from this  Agreement and the
balance of the  Agreement  shall be  interpreted  as if such  provision  were so
excluded and shall be enforceable in accordance with its terms.

               7.8 Titles and  Subtitles.  The titles and subtitles used in this
Agreement are for  convenience of reference only and are not to be considered in
construing or interpreting this Agreement.



















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               7.9 Counterparts. This Agreement may be executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

         The undersigned Lender acknowledges that this subscription shall not be
effective unless accepted by the Company as indicated below.



LENDER                                      QUICKTEST 5, INC.



/s/ ROBERT W. MOORE                         /s/ TIM OWENS

Robert W. Moore, Partner                    By:  Timothy J. Owens
                                            Its: CEO









































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                                    EXHIBIT A

                                 PROMISSORY NOTE























































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                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT























































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