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

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