EXHIBIT 10.5

                                 AMENDMENT NO. 1
                                     TO THE
                      REVOLVING LOAN AND SECURITY AGREEMENT


         THIS AMENDMENT NO. 1 TO THE REVOLVING LOAN AND SECURITY AGREEMENT (the
"Amendment") by and between Bateman Dynasty, LC ("Bateman") and Quest Group
International, Inc. ("Quest") is made and entered into to be effective as of the
1st day of February, 2002, by and between the undersigned parties.

                                    RECITALS

         A. Bateman and Quest entered into an agreement captioned "Revolving
Loan And Security Agreement" effective September 1, 2001 (the "Loan Agreement").
Capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Loan Agreement.

         B. The parties desire to amend the Loan Agreement as described below.

         NOW THEREFORE, the parties hereto hereby amend the Loan Agreement as
follows:

         1. Section 2.3 of the Loan Agreement is hereby amended to read in its
entirety as follows:

         2.3 In addition to the payments referenced in Section 2.1 and the
         repayment of the principal and interest owing on the Loans, Lender
         shall be entitled to payments of $5,000 per month beginning in
         September 2001. This monthly payment is only due when monthly Net Sales
         exceeds $100,000. The monthly payment shall be increased to $10,000 in
         any month in which Net Sales exceeds $200,000 and the monthly payment
         shall be increased to $20,000 in any month in which Net Sales exceeds
         $1,000,000. The payment is due on the last day of the month following
         the month in which the payment amount becomes known. Bateman and Quest
         will determine a payment schedule for any payments in arrears at such
         time as Quest's monthly sales reaches $100,000. The payment reference
         in this section 2.3 may be assigned by the Lender with or without the
         written authorization of the Borrower provided that the assignment
         complies in all respects with applicable laws and regulations,
         including, but not limited to, applicable securities laws.

         2. The Loan Agreement shall remain in full force and effect and shall
remain unaltered, except to the extent specifically amended herein.

         3. This Amendment may be executed in any number of duplicate originals
or counterparts, each of which shall be of equal force and effect. The signature
in counterpart on a facsimile transmission copy of this contract shall be valid
and binding.

         IN WITNESS WHEREOF, the undersigned, have executed this Amendment No. 1
to the Loan Agreement to be effective as of the date first above written.

BATEMAN DYNASTY, LC                           QUEST GROUP INTERNATIONAL, INC.



By   /s/ Lynn Bateman                         By   /s/ Craig Davis
   -----------------------                       ------------------------------
Its:                                             Craig Davis, President