PRER14C

                       SCHEDULE 14C INFORMATION STATEMENT

                 Information Statement Pursuant to Section 14(c)
             of the Securities Exchange Act of 1934 (Amendment No. 3 )

Check the appropriate box:
[X]  Preliminary Information Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[ ]  Definitive Information Statement

                               Moneyzone.com, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

                               Moneyzone.com, Inc.
              ----------------------------------------------------
              (Name of Person(s) Filing the Information Statement)

Payment of Filing Fee (Check the appropriate box):
         [X]  No Fee Required.
         [ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

         1) Title of each class of securities to which transaction applies:

                     Common Stock, par value $.15 per share
- --------------------------------------------------------------------------------
         2) Aggregate number of securities to which transaction applies:

                     25,000,000 shares of Common Stock Outstanding
- --------------------------------------------------------------------------------
         3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

                     N/A
- --------------------------------------------------------------------------------
         4) Proposed maximum aggregate value of transaction:


- --------------------------------------------------------------------------------
         5) Total Fee Paid.

[ ]      Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.
- --------------------------------------------------------------------------------
         1) Amount Previously Paid:

- --------------------------------------------------------------------------------
         2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
         3) Filing Party:

- --------------------------------------------------------------------------------
         4) Date Filed:

- --------------------------------------------------------------------------------


                                       1




                               MONEYZONE.COM, INC.

                              INFORMATION STATEMENT

                               Mailing Date: _____, 2002

                  We are not asking you for a proxy and you are
                        requested not to send us a proxy


         This Information Statement has been filed with the Securities and
Exchange Commission and is being mailed or otherwise furnished to the registered
stockholders of Moneyzone.com, Inc. (the "Company") in connection with the prior
approval by the board of directors of the Company, and receipt by the board of
approval by written consent of the holders of a majority of the Company's
outstanding shares of Common Stock, of resolutions to,

         1.       Forward split the shares of Common Stock of the Company on a
five for one basis.

         2.       To approve the Agreement and Plan of Reorganization (the
"Agreement") and the transactions contemplated thereby, by and among the Company
and Quicktest 5, Inc. ("Quicktest"); that the Company merge with Quicktest and
take all necessary actions to complete such transaction (the "Merger"),
including but not limited to the filing of the appropriate merger documents with
the State of Delaware.

         3.       Amend the Certificate of Incorporation of the Company to
increase the total amount of the Company's authorized Common Stock, from
25,000,000 shares to 100,000,000 shares (the "Capital Stock Increase").

         4.       Amend the Certificate of Incorporation of the Company to
change the name of the Company to "QT 5, Inc.", or, if the new name is
unacceptable to the applicable regulators having jurisdiction over the affairs
of the Company, to any such other name that is approved by the board of
directors in its sole discretion.

         5.       That, upon the closing and effectiveness of the merger,
Timothy J. Owens, Steven H. Reder, and Michael Kessler be nominated to serve on
the Board of Directors of the Company until the next annual meeting of
shareholders.

         The Company has obtained all necessary corporate approvals in
connection with the foregoing actions and your consent is not required and is
not being solicited in connection with the approval of the foregoing actions.
Section 228 of the Delaware General Corporation Law and the By-laws of the
Company provide that any action required or permitted to be taken at a meeting
of the stockholders may be taken without a meeting if stockholders holding at
least a majority of the voting power sign a written consent approving the
action.



                                       2


         We are sending this Information Statement to the Company's stockholders
of record who owned common stock of the Company as of ________, 2002 (the
"Record Date"). As of the Record Date, the Company had 600,000 shares of common
stock issued and outstanding, and each share of Common Stock is entitled to one
vote.

         The actions will not become effective until (i) 21 days from the date
this Information Statement is first mailed to stockholders, or, (ii) such
later date as approved by the board of directors, in its sole discretion.

         This Information Statement is dated ________, 2002 and is first being
mailed to stockholders on or about ______, 2002.

         All expenses incurred in connection with the preparation and mailing of
this Information Statement will be borne by the Company. This Information
Statement is prepared and distributed by the Company.

         We Are Not Asking You For a Proxy and You Are Requested Not To Send Us
A Proxy.





Interest of Certain Persons in Matters to Be Acted Upon
- -------------------------------------------------------

         No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the actions set forth herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.

Certain Questions and Answers
- -----------------------------

Q:   What am I being asked to Approve?

     A:  You are not being asked to approve anything. This Information Statement
is being provided to you solely for your information. Stockholders holding a
majority of the outstanding voting common stock of the Company have already
agreed:

         1.       Forward split the shares of Common Stock of the Company on a
five for one basis.

         2.       To approve the Agreement and Plan of Reorganization (the
"Agreement") and the transactions contemplated thereby, by and among the Company
and Quicktest 5, Inc. ("Quicktest"); that the Company merge with Quicktest and
take all necessary actions to complete such transaction (the "Merger"),
including but not limited to the filing of the appropriate merger documents with
the State of Delaware.

         3.       Amend the Certificate of Incorporation of the Company to
increase the total amount of the Company's authorized Common Stock, from
25,000,000 shares to 100,000,000 shares (the "Capital Stock Increase").

         4.       Amend the Certificate of Incorporation of the Company to
change the name of the Company to "QT5, Inc.", or, if the new name is
unacceptable to the applicable regulators having jurisdiction over the affairs
of the Company, to any such other name that is approved by the board of
directors in its sole discretion.

         5.       That, upon the closing and effectiveness of the merger,
Timothy J. Owens, Steven H. Reder, and Michael Kessler be nominated to serve on
the Board of Directors of the Company until the next annual meeting of
shareholders.

Q:   Why have the board of directors agreed to approve these actions?

         A:   All of these actions are necessary to accomplish the terms of the
Agreement.

Q:   What are the basic terms of the transaction with Quicktest?

         A:   The Company will merge with and into Quicktest. In exchange for
all the capital stock of Quicktest, the stockholders of Quicktest will receive
such number of shares of our Common Stock representing approximately 90% of the
outstanding shares of our Common Stock after giving effect to the terms of the
Agreement. You will retain all of your present stockholdings in the Company and
are not required to do anything.

Q:   Will I recognize a gain or loss in connection with the transaction with
Quicktest?

         A:   No.

Q:   Do I have appraisal rights?

         A:       No. you are not entitled to appraisal rights under Delaware Law.

Q:   Are there any conditions to the transactions with Quicktest?

         A:       Yes. There are several conditions, including the following:
The Company must file all reports that are required to be filed with the
Securities and Exchange Commission; The approval of the stockholders of the
Company voting in favor of the Merger Agreement and the transactions
contemplated thereunder; The Company shall have not less than $300,000 of cash;
Approval of the increase in authorized capital stock of the Company; and The
Company shall change its name to QT5, Inc.

Q:   What business is conducted by Quicktest?

         A:      Quick Test, incorporated in the state of Delaware, intends to
market and sell, under private label, to the "Retail Over the Counter (O.T.C.)
Consumer" A Nicotine Replacement Water Based Beverage, Urine Analysis Drug
Detection products, together with proprietary Human Resource Services to the
Business and Government Markets.

Q:   Are there risks involved in the transaction with Quicktest?

         A:       Yes. After the transaction is completed, our success will be
totally dependent on the success of Quicktest. Quicktest is a development stage
company and only recently started taking its products to market. There are no
assurances that Quicktest's operations will be profitable after the closing of
the transaction.

Q:   When do you expect to complete the transaction with Quicktest?

         A:       Within approximately one month after the date of this
Information Statement. As mentioned previously, there are several conditions to
the closing of the transaction.



                                       3



Principal Stockholders
- ----------------------

         The board of directors of the Company approved the actions on July 16,
2002. At that time and as of the date of this Information Statement, the
directors and officers of the Company owned an aggregate of 3,000 shares of
Common Stock of the Company and, accordingly, do not have a substantial interest
in the Proposals.

         The following table sets forth information available to the Company, as
of _________, 2002 with respect to the beneficial ownership of the outstanding
shares of the Company's Common Stock by (i) any holder of more than five percent
(5%) of the outstanding shares; (ii) the Company's officers and directors; and
(iii) the Company's officers and directors as a group (the table has been
prepared based on information provided to the Company by each shareholder):

      Name and Address of           Shares of Common       Percentage (%) of
        Beneficial Owner               Stock Owned           Common Stock
       -------------------             -----------           ------------
John Iannetta (1)                        2,000                     *
Halla Moran (2)                          1,000                     *
Robert Moore      (3)                   76,781                  12.8
William Bossung (4)                    195,135                  32.5
Todd Sanders      (5)                  195,136                  32.5
Global Capital Partners Inc. (6)        69,659                  11.6

All officers and directors as a
group (two (2) persons)                  2,000                     *
* Less than one percent.

(1)  John Iannetta is President and a member of our Board of Directors.  The
     address for John Iannetta is 3260 North Hayden, Ste 209, Scottsdale,
     Arizona 85251.
(2)  Halla Moran is Secretary and a member of our Board of Directors. The
     address for Halla Moran is 235 South Camella Street, Anaheim, California
     92804.
(3)  The address for Robert Moore is 2875 E. Patrick Lane Suite G, Las Vegas, NV
     89120
(4)  The address for William Bossung is19100 Von Karman Ave, Ste 450, Irvine,
     California 92612.
(5)  The address for Todd Sanders is 19100 Von Karman Ave, Ste 450, Irvine,
     California 92612
(6)  The address for Global Capital Partners, Inc. is 15105 John J. Delaney
     Drive, #341, Charlotte, North Carolina 28277.

                                  Forward Split

General
- -------

         The Board of Directors and holders of a majority of the outstanding
Common Stock of the Company authorized and approved by written consent a Forward
Stock Split of five for one of the Company's outstanding Common Stock (the
"Forward Stock Split") whereby each holder of our Common Stock will receive five
shares of our Common Stock for each share of our Common Stock held on the
effective date of the Forward Stock Split to effectuate the Merger.


                                       4



         The intent of the Forward Stock Split is to increase the marketability
and liquidity of the Common Stock. The Board of Directors believes that the
limited number of shares outstanding limits the marketability of the Common
Stock. However, shareholders are cautioned that there can be no assurance that
this will come to pass. Although the Forward Stock Split would not, by itself,
impact our assets or business, the Forward Stock Split could result in an
increase in the aggregate market value of our equity capital. The Board of
Directors believes that this risk is outweighed by the benefits of the Forward
Stock Split.

Effectiveness
- -------------

         The Forward Stock Split will become effective as soon as practicable
after the filing with the Secretary of State of the State of Delaware of a
Certificate of Amendment to our Certificate of Incorporation in substantially
the form annexed hereto. Upon the effectiveness of the Forward Stock Split, the
number of shares of our Common Stock issued and outstanding would be increased
to a number that would be equal to the number of shares of our Common Stock
issued and outstanding immediately prior to the effectiveness of the Forward
Stock Split, multiplied by five. The actual number of authorized shares of our
Common Stock would not be changed.

         With the exception of the number of shares issued and outstanding, the
rights and preferences of the shares of our Common Stock prior to and subsequent
to the Forward Stock Split would remain the same. After the effectiveness of the
Forward Stock Split, we do not anticipate that our financial condition or any
aspect of our business would materially change as a result of the Forward Stock
Split.

         Commencing at the close of business, following the filing of the
Forward Stock Split Amendment with the Secretary of State of the State of
Delaware (the "Effective Time"), each stock certificate representing shares of
our Common Stock before such date (the "Pre-Effective Stock") would be deemed
for all corporate purposes without any action on the part of the shareholders to
evidence ownership of the increased number of shares of our Common Stock
resulting from the Forward Stock Split (the "Post-Effective Stock"). As soon as
practicable after such date, stockholders would be notified as to the
effectiveness of the Forward Stock Split and instructed as to how and when to
surrender their certificates representing shares of Pre-Effective Stock in
exchange for certificates representing shares of Post-Effective Stock. We intend
to use American Stock Transfer & Trust Company as our exchange agent in
effecting the exchange of certificates following the effectiveness of the
Forward Stock Split.

         The Forward Stock Split alone will increase the number of outstanding
shares of Common Stock to approximately 3,000,000 shares.  The number of shares
of capital stock authorized by the Certificate of Incorporation will not change
as a result of the Forward Stock Split.  The Common Stock issued pursuant to the
Forward Stock Split will be fully paid and non-assessable. The Forward Stock
Split will not alter the voting and other rights that presently characterize the
Common Stock.

Fractional Shares
- -----------------

         No fractional shares of our Common Stock will be issued to stockholders
as a result of the Forward Stock Split.

                                     Merger

General
- -------

         The Company has entered into the Agreement, which sets forth the terms
and conditions of a proposed business combination among the Company and
Quicktest. Pursuant to the Agreement, the holders of Quicktest common stock will
exchange their shares for shares of the Company's Common Stock, with the Company
as the surviving corporation. It is currently anticipated that the consummation
of the Merger will occur no sooner than twenty (20) days after the date this
Information Statement is first mailed to our current stockholders.

         Quicktest, incorporated in the state of Delaware, intends to market and
sell, under private label, to the "Retail Over the Counter Consumer" a Nicotine
Replacement Water Based Beverage, and Urine Analysis Drug Detection products,
together with proprietary Human Resource Services to the Business and Government
Markets. There is no public trading market for the equity securities of
Quicktest. There are approximately 60 holders of record of Quicktest common
stock. Quicktest has not declared any cash dividends on its common equity for
the previous two fiscal years. There is nothing restricting Quicktest from
issuing dividends. Quicktest does not have any compensation plans under which
equity securities of Quicktest are authorized for issuance, nor does it have any
compensation plans which call for the issuance of common stock. Quicktest
currently has no employees outside of management. The principal executive
offices of Quicktest are located at 5655 Lindero Canyon Road, Suite 120,
Westlake Village, California 91362, and the telephone is (866) 508-8378.

Business
- --------

         Quicktest is a developer, distributor, and marketer that has developed
diagnostic tools and pharmaceutical products for the individual, home, and work
environments. Its first product to market is anticipated to be the patented Nico
Water, a water based nicotine product. In addition to Nico Water, to date,
Quicktest has been engaged in the research and development of proprietary
programs for business and government use to educate and limit liability of
employee drug use, sexual harassment and work place discrimination. Quicktest
has aligned itself with a manufacturer of In Vitro Drug Test devices, that are
patented and/or patent pending and F.D.A. approved for the sale to the general
public through a wide range of retail venues including: drug stores, health food
stores and supermarkets. Quicktest will utilize a national distributor network
developed by its key executives capitalizing on historic relationships with
buyers and sales managers.

The following is a description of Quicktest's current products:
- ---------------------------------------------------------------


        1.   Nico Water is an odorless and tasteless water based nicotine
             product. Nico Water is suitable for sale in a wide venue of retail
             outlets i.e. drug stores, markets, restaurants, airlines, and
             convenience stores.

        2.   Quicktest for drugs is a rapid immunochromatographic assay for the
             simultaneous qualitative detection of amphetamine, cocaine,
             morphine, PCP, THC, Cocaine, Marijuana, Morphine, P.C.P.,
             Amphetamines and/ or their metabolites in urine.


The following is a description of Quicktest's products in development:
- ---------------------------------------------------------------


        1.   Human Resources services include a complete automated Drug-Free
             awareness workplace program, sexual harassment awareness training
             program, and an independent reporting service.

        2.   At home instant 10 minute results, H.I.V. Test Kit.

        3.   At Home Cholesterol Test Kit.

        4.   Low Cost Pregnancy Test.



Consent Required
- ----------------

         Approval of the Agreement requires the consent of the holders of a
majority of the outstanding shares of our Common Stock entitled to vote at any
annual meeting of stockholders as of the Record Date. A majority of the
outstanding shares of our Common Stock as of the Record Date, has given its
consent to approve the Agreement and the transactions contemplated thereby and
accordingly, the requisite stockholder approval was obtained by the execution of
the written consent in favor of the Agreement.

Reasons for Approval
- --------------------

         The Board of Directors has given careful consideration to the Merger,
the existing business operations of Quicktest, the future potential and plans of
Quicktest, the interest of our stockholders, and the risks of the Merger to our
existing stockholders. Based on the foregoing considerations, the Board of
Directors, together with the holders of a majority of the outstanding shares of
our Common Stock, believe the transactions contemplated by the Agreement,
including, but not limited to, the name change, the forward stock split, and
increase in authorized shares, are fair and in our best interests.


                                       5



Terms of the Agreement
- ----------------------

         The following describes the material terms of the Agreement.
This summary is qualified in its entirety to the full text of the Agreement,
which is attached hereto and such Agreement is incorporated into this
Information Statement by reference. You are urged to read the entire Agreement.

Completion of the Merger
- ------------------------

         The Merger will be consummated and become effective when the articles
of merger are filed with the Delaware Secretary of State or at such other time
as specified in the articles of merger. The Company and Quicktest anticipate
that the Merger will be completed as soon as possible after all of the
conditions to the Merger contained in the Agreement are satisfied, or where
permissible, waived, or such later time as mutually agreed.

Directors of the Company after the Merger
- -----------------------------------------

         As discussed herein as a condition to the Merger we have agreed to
appoint certain nominees to our Board of Directors (See Action 5).

Manner and Basis of Converting Shares of Quicktest common stock into our Common Stock
- -------------------------------------------------------------------------------------

         Under the terms of the Merger Agreement, upon completion of the Merger,
each outstanding share of Quicktest common stock will be converted into the
right to receive 1.33 shares of our Common Stock.

         As soon as reasonably practicable after the effective time of the
Merger, the exchange agent will mail to holders of Quicktest common stock, a
letter of transmittal and instructions for use in exchanging Quicktest common
stock certificates for certificates representing shares of our Common Stock. In
addition, as soon as reasonably practicable after the exchange agent receives
from holders of Quicktest common stock certificate(s) their respective Quicktest
common stock certificate(s), the letter of transmittal and any other documents
that are required by the letter of transmittal, they will be entitled to receive
the Merger consideration in the form of a certificate or certificates
representing the appropriate number of shares of our Common Stock.

         After consummation of the Merger, until surrendered and exchanged, each
Quicktest share certificate will be deemed to evidence the right to receive that
number of shares of our Common Stock. We will not pay dividends or other
distributions on any shares of our Common Stock to be issued in exchange for
Quicktest common stock certificates that are not surrendered until such
Quicktest common stock certificate is properly surrendered.


                                       6



Quicktest Appraisal Rights
- --------------------------

         Stockholders of Quicktest who have neither voted in favor of the Merger
nor consented thereto in writing pursuant to Section 228 of the Delaware General
Corporation Law may be entitled to demand appraisal rights with respect to
shares of Quicktest common stock outstanding immediately prior to the effective
time of the Merger by properly demanding the "fair value" for such shares in
accordance with applicable Delaware law, and accordingly such shares will not be
converted into the right to receive our Common Stock, unless the stockholder
fails to perfect or withdraw or otherwise loses the right to appraisal rights.
If after the effective time of the Merger, a stockholder fails to perfect or
withdraw or loses the right to exercise appraisal rights, each such share of
Quicktest common stock will be treated as if it had been converted as of the
effective time into the right to receive the shares of our Common Stock.
Quicktest has agreed to give the Company prompt notice of any demands received
for appraisal rights, and we may participate in all negotiations and proceedings
with respect to such demands. Quicktest will not be permitted, without our prior
written consent, to make any payment with respect to, or settle or offer to
settle, any such demands.

Representations and Warranties
- ------------------------------

         Representations of Quicktest
         ----------------------------

         The Merger Agreement contains representations and warranties of
Quicktest regarding, among other matters:

      *       the corporate organization and existence of Quicktest, including
              that it has been duly organized, is validly existing and in good
              standing with the corporate power and authority to own, operate
              and lease its assets, to perform its obligations under certain
              material agreements and to carry on its businesses as currently
              conducted;

      *       the corporate power and authority of Quicktest to execute and
              deliver the Agreement and related documents and to consummate the
              Merger and other contemplated transactions;

      *       the adoption by Quicktest 's board of directors of a resolution
              adopting the Agreement and the Merger and recommending approval of
              the Agreement by the stockholders of Quicktest;

      *       the accuracy of Quicktest's financial reports delivered to the
              Company;

      *       the validity and enforceability of intellectual property owned by
              Quicktest;

      *       the filing and accuracy of Quicktest's tax returns, the lack of
              pending or threatened proceedings, deficiencies or audits with
              respect to taxes, and certain related tax matters;

                                       7





      *       Quicktest's employee benefit plans and related matters, including
              that such plans have been operated and administered in accordance
              with applicable law;

      *       the absence of material claims, actions, suits, proceedings and
              specified judgments, decrees and injunctions;

      *       the stockholder vote required to approve the Agreement and the
              Merger;

      *       the compliance of the Merger Agreement and related documents with
              Quicktest's certificate of incorporation and bylaws, applicable
              laws, and material agreements, including the absence of events of
              default or breach thereunder;


Representations of the Company
- -------------------------------

         The Agreement contains representations and warranties of the Company
regarding, among other matters:

      *       the capitalization of the Company, including the number of shares
              of capital stock authorized, the number of shares and rights to
              acquire shares outstanding, and the number of shares reserved for
              issuance;

      *       the absence of material misstatements or omissions in the
              information provided by the Company in its filings with the SEC
              and the accuracy and compliance of the Company's financial
              statements contained therein.

Conduct of Quicktest's Business Before the Completion of the Merger
- -------------------------------------------------------------------

         The Agreement contemplates that, until the effective time of the Merger,
Quicktest will operate its business in the usual, regular and ordinary course in
substantially the same manner as heretofore conducted, to pay the debts and
taxes when due, pay or perform other obligations when due, and, to the extent
consistent with such business, use its commercially reasonable efforts
consistent with past practice and policies to preserve intact Quicktest present
business organizations, keep available the services of its present officers and
key employees and preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others having business dealings with it,
all with the goal of preserving unimpaired Quicktest's goodwill and ongoing
businesses. The Agreement also contemplates that, until the effective time of
the Merger, Quicktest will not, without the prior written consent of the
Company:

         *        declare, set aside or pay any dividends on or make any other
                  distributions (whether in cash, stock or property) in respect
                  of any of its capital stock, or split, combine or reclassify
                  any of its capital stock or issue or authorize the issuance of
                  any other securities in respect of, in lieu of or in
                  substitution for shares of capital stock, or repurchase,
                  redeem or otherwise acquire, directly or indirectly, any
                  shares of the capital stock (or options, warrants or other
                  rights exercisable therefore) except for repurchases of shares
                  its common stock from its employees in connection with the
                  termination of their employment with Quicktest; provided,
                  however, that Quicktest may issue or authorize the issuance of
                  its securities to the extent that the fully diluted outstanding
                  shares of its capital stock following such issuance does not
                  exceed 19,000,000 shares;


                                       8



         *        issue, grant, deliver, or sell any shares of its capital stock
                  or securities convertible into, or subscriptions, rights,
                  warrants or options to acquire, or other agreements or
                  commitments of any character obligating it to issue or purchase
                  any such shares or other convertible securities, or accelerate
                  the vesting of any stock options, except for the issuance of
                  shares of Quicktest common stock upon the exercise or conversion
                  of options, warrants or other rights, or convertible securities
                  outstanding on the date hereof, and except for the grant of
                  additional stock options, warrants, or other convertible
                  securities at a per share exercise price of at least 85% of the
                  fair market value; provided, however, that Quicktest may issue,
                  grant, deliver, or sell any shares of its capital stock or
                  securities convertible into, or subscriptions, rights, warrants
                  or options to acquire, or other agreements or commitments of
                  any character obligating it to issue or purchase any such shares
                  or other convertible securities, or accelerate the vesting of
                  any stock options to the extent that the fully diluted
                  outstanding shares of Quicktest's capital stock following such
                  issuance shall not exceed 19,000,000 shares of Quicktest Common
                  Stock;

         *        acquire or agree to acquire by merging or consolidating with,
                  or by purchasing any assets or equity securities of, or by any
                  other manner, any business or any corporation, partnership,
                  association or other business organization or division thereof,
                  or otherwise acquire or agree to acquire any assets which are
                  material, individually or in the aggregate, to Quicktest's
                  business; provided, however, that Quicktest may acquire, merge
                  into, consolidate with, or purchase the assets of any entity to
                  the extent that the fully diluted outstanding shares of
                  Quicktest's capital stock following such acquisition, merger,
                  consolidation, or asset purchase does not exceed 19,000,000
                  shares of Quicktest Common Stock;

         *        sell, lease, license or otherwise dispose or agree to do the
                  same with respect to any of its material properties or assets,
                  except properties or assets which are not Intellectual Property
                  and commercial licenses of Quicktest's software in the ordinary
                  course of business and consistent with past practices;

         *        accelerate the vesting schedule of any of the outstanding
                  Quicktest Options or Quicktest common stock;

         *        change its methods of accounting or change its fiscal year; or

         *        take, or agree in writing or otherwise to take, any of the
                  actions described above, or any other action that would prevent
                  Quicktest from performing or cause Quicktest not to perform its
                  covenants hereunder, or any other action not in the ordinary
                  course of Quicktest's business and consistent with past practice.

Conduct of the Company Before Completion of the Merger
- ------------------------------------------------------

The Merger Agreement contemplates that, until the effective time of the Merger,
the Company, will carry on its business in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted, to pay its
debts and Taxes when due, to pay or perform other obligations when due, and, to
the extent consistent with such business, use its commercially reasonable
efforts consistent with past practice and policies to preserve intact the
present business organizations, all with the goal of minimizing any liabilities.
The Agreement also contemplates that, until the effective time of the Merger,
the Company will not, without the prior written consent of Quicktest:

         *        declare, set aside or pay any dividends on or make any other
                  distributions (whether in cash, stock or property) in respect
                  of any of its capital stock, or split, combine or reclassify
                  any of its capital stock or issue or authorize the issuance of
                  any other securities in respect of, in lieu of or in substitution
                  for shares of its capital stock, or repurchase, redeem or
                  otherwise acquire, directly or indirectly, any shares of the
                  capital stock (or options, warrants or other rights exercisable
                  therefore) except for repurchases of shares of it's Common Stock
                  from employees, in connection with the termination of their
                  employment;

         *        issue, grant, deliver or sell or authorize or propose the
                  issuance, grant, delivery or sale of, or purchase or propose
                  the purchase of, any shares of  capital stock or securities
                  convertible into, or subscriptions, rights, warrants or options
                  to acquire, or other agreements or commitments of any character
                  obligating the Company to issue or purchase any such shares or
                  other convertible securities, or accelerate the vesting of any
                  stock options, except for the issuance of shares of Company
                  Common Stock upon the exercise or conversion of those options,
                  warrants or other rights, or convertible securities that are
                  outstanding on the date hereof and set forth on Disclosure
                  Schedule (subject to no more than 3,000,000 shares of Company
                  Common Stock being outstanding as of the effective date of the
                  Merger);


                                       9



         *        acquire or agree to acquire by merging or consolidating with,
                  or by purchasing any assets or equity securities of, or by any
                  other manner, any business or any corporation, partnership,
                  association or other business organization or division thereof;

         *        grant any loans to others or purchase debt securities of others
                  or amend the terms of any outstanding loan agreement;

         *        grant any severance or termination pay to any director, officer,
                  employee, or service provider;

         *        adopt any employee benefit plan, or enter into any employment
                  contract, pay or agree to pay any special bonus or special
                  remuneration to any director or employee, or increase the
                  salaries or wage rates of its employees;

         *        make or change any material election in respect of Taxes, adopt
                  or change any accounting method in respect of Taxes, enter into
                  any closing agreement, settle any claim or assessment in respect
                  of Taxes, or consent to any extension or waiver of the
                  limitation period applicable to any claim or assessment in respect
                  of Taxes;

         *        accelerate the vesting schedule of any of the outstanding stock
                  options;

         *        take, or agree in writing or otherwise to take, any of the
                  actions described above, or any other action that would
                  prevent the Company from performing or cause the Company not
                  to perform its covenants hereunder, or any other action not in
                  the ordinary course of the business or inconsistent with past
                  practice.

Reasonable Efforts to Complete the Merger
- -----------------------------------------

The Company and Quicktest are required to use reasonable efforts to make all
filings required and to use reasonable efforts to take all further actions
necessary or desirable to effect the transactions contemplated by the Agreement
and the Merger.

Conditions to the Merger
- ------------------------

The obligations of the Company and Quicktest to complete the Merger are subject
to the satisfaction or waiver of the following conditions:

         *        Each party shall have obtained the requisite approval of its
                  shareholders to approve the Merger, and the transactions
                  contemplated hereby.

         *        All approvals from government authorities, including any
                  requisite Blue Sky approvals, which are appropriate or
                  necessary for the consummation of the Merger and the other
                  transactions contemplated, shall have been obtained.

         *        No temporary restraining order, preliminary or permanent
                  injunction or other order issued by any court of competent
                  jurisdiction or other legal restraint or prohibition preventing
                  the consummation  of the Merger shall be in effect, nor shall
                  any proceeding brought by an administrative agency or commission
                  or other governmental authority or instrumentality, domestic or
                  foreign, seeking any of the foregoing be pending; nor shall
                  there be any action taken, or any statute, rule, regulation or
                  order enacted, entered, enforced or deemed applicable to the
                  Merger, which makes the consummation of the Merger illegal or
                  otherwise prohibits consummation of the Merger.

         *        No Governmental Entity shall have enacted, issued, promulgated,
                  enforced or entered any statute, rule, regulation, executive
                  order, decree, injunction or other order (whether temporary,
                  preliminary or permanent) which is in effect and which has the
                  effect of making the Merger illegal or otherwise prohibiting
                  consummation of the Merger.


                                       10



Conditions to Obligations of Quicktest
- --------------------------------------

The obligations of Quicktest to consummate and effect the Merger and the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Effective Time of each of the following conditions, any of which
may be waived, in writing, exclusively by Quicktest:

         *        The representations and warranties of the Company shall be true
                  and correct in all respects on and as of the Effective Time
                  as though such representations and warranties were made on and
                  as of such time and the Company shall have performed and complied
                  in all respects with all covenants and obligations of the
                  Agreement required to be performed and complied with by it as
                  of the Effective Time, except to the extent that any such
                  inaccuracy or noncompliance would not result in a Material
                  Adverse Effect.

         *        Quicktest shall have been provided with a certificate of the
                  Company's Secretary relating to the organization, existence
                  and good standing of Company and the authorization of the
                  Agreement and the transactions contemplated hereby and other
                  customary matters, all in form and substance satisfactory to
                  Quicktest and its counsel.

         *        There shall be no bona fide action, suit, claim or proceeding
                  of any nature pending against the Company, their respective
                  properties or any of their officers or directors, arising out
                  of, or in any way connected with, the Merger or the other
                  transactions contemplated by the terms of this Agreement that
                  would reasonably be expected to have a Material Adverse Effect.

         *        As of the Closing Date, the Company's cash balance shall be at
                  least $300,000.

         *        The outstanding shares of the Company's Common Stock shall not
                  exceed 3,000,000 shares.

         *        Quicktest shall have received from the Company written
                  resignations from all of the officers and directors of the
                  Company; such resignations to be effective upon the Closing.
                  The Company shall have taken any and all necessary steps, as
                  determined by Quicktest in its sole discretion, to insure the
                  election of Quicktest's nominees to the Company's Board of
                  Directors, and the appointment of Quicktest's nominees as
                  officers of the Company, including but not limited to, the
                  amendment of the Certificate of Incorporation and Bylaws of the
                  Company, such elections and appointments to be effective upon
                  the Closing.

         *        Prior to the Closing, the Company shall only have one class of
                  stock outstanding, being the Common Stock.

Conditions to the Obligations of the Company.
- --------------------------------------------

The obligations of the Company to consummate and effect the Agreement and the
transactions contemplated thereby shall be subject to the satisfaction at or
prior to the Effective Time of each of the following conditions, any of which
may be waived, in writing, exclusively by the Company:

         *        The representations and warranties of Quicktest shall be true
                  and correct in all respects on and as of the Effective Time
                  as though such representations and warranties were made on and
                  as of the Effective Time and Quicktest shall have performed and
                  complied in all respects with all covenants and obligations
                  of this Agreement required to be performed and complied with by
                  them as of the Effective Time except to the extent that any such
                  non-compliance or inaccuracy would not result in a Material
                  Adverse Effect.

         *        There shall not have occurred any event or condition of any
                  character that has had or is reasonably likely to have a
                  Material Adverse Effect.

         *        The Company shall have been provided with a certificate of
                  Quicktest's Secretary relating to the organization, existence
                  and good standing of Quicktest and the authorization of the
                  Agreement and the transactions contemplated thereby and other
                  customary matters, including certification that 95% of the
                  voting securities of Quicktest shall have approved the Merger,
                  all in form and substance satisfactory to the Company and its
                  counsel.

         *        There shall be no bona fide action, suit, claim or proceeding
                  of any nature pending against the Company, their respective
                  properties or any of their officers or directors, arising out
                  of, or in any way connected with, the Merger or the other
                  transactions contemplated by the terms of the Agreement that
                  would reasonably be expected to have a Material Adverse Effect.

         *        The forward stock split shall have been effectuated.


                                       11



Termination of the Agreement
- ----------------------------

The Agreement is subject to termination prior to the effective time of the Merger:

         *        by mutual consent;

         *        by either party if it is not in material breach of its
                  obligations under the Agreement;

         *        by either party if an event having a Material Adverse Effect
                  shall have occurred after the date of the Agreement;

         *        by either party if the other party fails to obtain approval of
                  the Merger;

         *        by Quicktest if there is an action pending or threatened against
                  the Company by the OTC BB with respect to any intention to delist
                  the Company's Common Stock.

         *        by either party in the event that such other party is the subject
                  of any litigation, claim, suit, action or proceeding, or to
                  such party's Knowledge is aware of the threat of such litigation,
                  claim, suit, action or proceeding, the subject of which are the
                  transactions contemplated in the Agreement.

Change of Control
- -----------------


The merger of the Company and Quicktest will result in a change of control of
the Company with an aggregate of 25,000,000 shares of the Company's Common Stock
being issued in connection with this transaction out of a then total of
28,000,000 shares of Common Stock. It is currently anticipated that the
consummation of the Merger will occur no sooner than twenty (20) days after the
date this Information Statement is first mailed to our current stockholders.


Due to the issuance of the Merger Consideration and the change in the directors
of the Company, both of which will become effective on the date of the
consummation of the Merger, which is currently expected to occur no sooner than
twenty (20) days after the date this Information Statement is first mailed to
our stockholders, a change in control of the Company will occur on the date of
such consummation.

Dissenters' Rights of Appraisal.
- -------------------------------

There are no dissenters' rights of appraisal applicable to the Agreement or
the closing of the Merger.

Tax Aspects of the Merger
- -------------------------

The proposed Merger is intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986. If the Merger qualifies as a tax-free
reorganization, no gain or loss will be recognized for income tax purposes by
either party as a result of the Merger. There will not be any material tax
effects on any party's existing stockholders as a result of the Merger. However,
neither the Company nor Quicktest has requested a tax ruling from the Internal
Revenue Service with respect to the Merger. Accordingly, no assurance can be
given that the Merger will qualify as a tax-free reorganization. If the Merger
does not qualify for tax free treatment, the Quicktest stockholder will be
deemed to have sold his shares for Company Common Stock and be taxed on the
difference between his basis in Quicktest common stock and the value of the
Company Common Stock. The Company stockholders should have no tax affect since
they are not receiving any new shares.


Accounting Treatment
- --------------------

         The Merger, for accounting purposes, will be treated as a reverse
acquisition that will be accounted for as a recapitalization of Quicktest.  The
historical financial statements of Quicktest for periods prior to the
effectiveness of the Merger will become those of the Company after the Merger.
Net earnings/loss per share for periods prior to the Merger will be restated
based on the exchange ratio of the shares of common stock issued in connection
with the Merger. We plan on adopting the fiscal year end of Quicktest (June 30).


Restricted Nature of Securities.
- -------------------------------

The shares of the Company's common stock to be issued to the Quicktest
stockholders in connection with the Merger will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), and will be deemed
"restricted securities" as that term is defined in Rule 144 promulgated by the
Securities and Exchange Commission under the Securities Act. Accordingly, such
shares will be issued in reliance on the exemption from such registration
requirements provided by the Securities Act. Such shares will be "restricted
securities," and the certificate will bear legends restricting their subsequent
resale in the absence of registration under the Securities Act or the
availability of an exemption therefrom.


                                       12


                                  Risk Factors

Limited Operating History.  Quicktest has a limited operating history and its
operations are subject to all the risks inherent in a business enterprise with
such a limited operating history, including limited capital, possible delays in
the development and implementation of our business plan, uncertain markets, and
the absence of an operating history. The likelihood that Quicktest will succeed
must be considered in light of the problems, expenses, and delays frequently
encountered in connection with the development of new businesses, as well as
many other factors. Quicktest has developed only limited customers and must rely
upon potential customers that Quicktest's management may identify for generating
revenues. There is no assurance that Quicktest will be able to develop
successfully the business it intends to pursue, as described herein. We cannot
be certain that our business will be successful or that we will generate
significant revenues. Specifically, companies such as ours typically experience
significant difficulties.

We May Never become Profitable.  Quicktest has incurred net operating losses in
each fiscal quarter since we have been in business. We expect to continue to
experience losses until the time, if ever, when our current products are able to
sell products sufficient to generate revenues adequate to support our operations.

No Assurance of Successful Product Development.  Quicktest's ability to
successfully develop any additional products is uncertain. Quicktest's research
and development programs with respect to certain of its potential products are
at an early stage.  Most of Quicktest's products have been approved for
commercial sale in the United States. Potential new products will require
additional research, development, testing, regulatory approval and additional
investment prior to their commercialization, which may not be successful. There
can be no assurance that Quicktest's approach will result in the development of
commercially successful products.

We may have problems hiring sufficient staff to operate our business.  If we are
able to expand our operations, we may need to hire additional staff. Finding
quality and competent staff could be difficult. We will compete with other
companies for qualified staff. In order to hire and retain staff, we will likely
need to offer certain benefits, such as, medical benefits, 401K Plans and other
retirement benefits. We have not made specific arrangements to offer such
benefits and have not yet investigated the costs associated with providing such
benefits.  If we are not able to expand our operations, our ability to earn
additional revenue will be harmed.

Risks Associated with Dependence on Third Party Manufacturing and Governmental Regulations.
Quicktest is engaged in the wholesale distribution of private labeled
proprietary (patented) In Vitro products (regulated) to the general public via
the retail over the counter market, the Internet government agencies and to the
business and professional community through national distributors. As with any
government-regulated product, there is substantial risk that the marketplace may
not be receptive to the products or services. Governmental regulations may
change creating an adverse affect on one or more of our products, and the
manufacturing processes that are governed by the government may become too
restrictive to produce the product. We expect to incur substantial expenses as
we continue to build out our automated national marketing infrastructure, our
future product development and marketing activities and, if we are successful,
to penetrate the national markets for our products. There can be no assurance
that we will be able to market these services and products successfully or that
any of Quicktest's future services and products based upon the consumer or
business compliance with federal or state laws will be accepted in the
marketplace. The costs of building out Quicktest's distribution channels,
development and marketing efforts will be substantial and will be recorded and
expensed as they are incurred, notwithstanding that the benefits, if any, from
those marketing efforts (in the form of revenues) may not be reflected, if at
all, until subsequent periods.

                                       13




Competition.  Quicktest's first product expected to go into the retail markets
is the patented product Nicotine Water, sold under the trade name and mark
"NicoWater". As of the date hereof there is no known Nicotine Water marketed in
the United States or Internationally. Our patent is valid for 17 years.
Quicktest also competes in the large rapidly growing and extremely competitive
market place against other companies involved in an In Vitro On Site Drug
Testing, traditional Clinical Drug Testing, and other services, many of which
have resources, both financial and other, far in excess of those Quicktest may
possess or ever obtain. Many entities have exerted and continue to exert
extensive research and development efforts, which have resulted in the
introduction of a multitude of sophisticated, commercially marketable products
and services. In view of the rapid changes taking place in Quicktest's business,
there is no assurance that its products or services will gain or retain
commercial acceptance for a sufficient period to yield a profit commensurate
with its cost of developing a national automated distribution system.

No Independent Market Survey for the Services.  Quicktest has not undertaken an
independent analysis or survey of the market for its products and services
although information gathered and forecasts produced by various trade groups
indicate the existence of a sizable potential market. Individuals, businesses
and government organizations are believed willing to expend large sums for the
purchase of our Company's products and services; however, there can be no
assurance that Quicktest's products and services have the commercial potential
to succeed in these target markets.

                                       14




Risks of Investing In the Drug Testing Industry, Markets Uncertain.  The Drug
Testing industry is speculative and involves a high degree of risk. The success
of Quicktest will depend on a number of factors over which we will have little
or no control. Even if any of Quicktest's concepts are sound, there can be no
assurance that it will succeed financially. Success in Quicktest's business is
unpredictable and susceptible to change. The success of Quicktest may also be
materially affected by the popularity of other products and companies offering
similar goods and services as well as the state of the national economy.
Quicktest operates in a rapidly evolving field that is likely to be affected by
future product and service developments. Our ability to anticipate changes in
products, markets, industry trends and to develop and introduce new and enhanced
services on a timely basis will be a critical factor in its ability to grow and
remain competitive. There can be no assurance that new services will be
completed or that any new services can be marketed successfully. In addition,
the anticipated development schedules for new or improved products are
inherently difficult to predict and are subject to change as a result of
shifting priorities in response to customer's requirements and competitors new
product introductions. Moreover, we expect that it will devote substantial
resources to the build out of Quicktest's infrastructure. The costs of those
efforts will be expensed as they are incurred, notwithstanding that the
benefits, if any, from Quicktest's product development efforts (in the form of
increased revenues or decreased product costs) may not be reflected, if at all,
until subsequent periods.

Government Regulations. The Over the Counter In Vitro Rapid Drug Testing
Products are relatively new and may be subject to extensive future regulation,
F.D.A., and/or state and federal government policy changes. Any one of these
events may have a negative impact on our business.

Dependence on Trademarks for Current and Future Markets.  The market for certain
of Quicktest's products and services will be, in part, dependent upon the
goodwill engendered by our trademarks and trade names. Trademark protection will
therefore be material to a portion of Quicktest's business. Quicktest has
applied for federal trademark and trade name protection, relying on trademark
law to protect brand names. Quicktest has applied for federally registered
trademarks or trade names, and the failure to obtain trademark protection, or
illegal use of any trademarks Quicktest may obtain, may have an adverse effect
on Quicktest's business, financial condition and operating results.

We May Face Product Liability.  Liability might result from claims made directly
by consumers or by others selling our products. We presently carry product
liability insurance in amounts that we believe to be adequate, but we can give
no assurance that such insurance will remain available at a reasonable cost or
that any insurance policy would offer coverage sufficient to meet any liability
arising as a result of a claim. We can give no assurance that we will be able to
obtain or maintain adequate insurance on reasonable terms or that, if obtained,
such insurance will be sufficient to protect us against such potential liability
or at a reasonable cost. The obligation to pay any product liability claim or a
recall of a product could have a material adverse affect on our business,
financial condition and future prospects.

Intellectual Property.  Our success is dependent, in part, on the ability to
protect the intellectual property rights associated with the Nico Water.  The
inability to adequately protect such rights could have a material adverse effect
on operations.  The failure to adequately protect its proprietary products could
have a material adverse effect on our business and results of operations.


                                       15



                         INDEX TO FINANCIAL STATEMENTS

        Audited financial statements of Quicktest 5 Inc. for the years
        ended June 30, 2002 and 2001.........................................F-1

        Unaudited interim financial statements of Quicktest 5 Inc. for the
        quarter ended September 30, 2002 and 2001...........................F-17

        Unaudited pro forma financial statements of Moneyzone.com, Inc. for
        the year ended June 30, 2002 and the quarter ended September
        30, 2002............................................................F-25





                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Quicktest 5 Inc.

We have audited the accompanying balance sheet of Quicktest 5 Inc. (a
development stage company) ("Quicktest") as of June 30, 2002, and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period then ended and for the period April 1, 1999 (date
of inception) to June 30, 2002 (as restated - see Note 1). These financial
statements are the responsibility of Quicktest's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quicktest as of June 30,
2002, and the results of its operations and its cash flows for each of the years
in the two-year period then ended and for the period April 1, 1999 (date of
inception) to June 30, 2002, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming Quicktest will
continue as a going concern. During the year ended June 30, 2002, Quicktest
incurred a net loss of $3,775,560 and has not yet generated net sales revenue.
Recovery of Quicktest's assets is dependent upon future events, the outcome of
which is indeterminable. In addition, successful completion of Quicktest's
transition, ultimately, to the attainment of profitable operations is dependent
upon its obtaining adequate financing to fulfill its development activities and
achieving a level of sales adequate to support Quicktest's cost structure. These
factors, among others, as discussed in Note 1 to the financial statements, raise
substantial doubt about Quicktest's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



                                                               CORBIN & WERTZ

Irvine, California
October 22, 2002


                                                                             F-1




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                                   BALANCE SHEET




ASSETS                                                           June 30, 2002
                                                             -------------------

Current assets:
     Cash                                                      $          62,391
     Prepaid royalties                                                   150,000
                                                             -------------------
         Total current assets                                            212,391

Property and equipment, net of accumulated
   depreciation of $669                                                    8,758
Patent, net of accumulated amortization of $735                           49,265
Other assets                                                               8,107
                                                             -------------------
                                                               $         278,521
                                                             ===================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                     $         142,130
     Deferred rent expense                                                11,201
                                                             -------------------
         Total current liabilities                                       153,331
                                                             -------------------
Commitments and contingencies

Stockholder' equity:
     Common stock, $0.0001 par value; 100,000,000
       shares authorized;
       13,801,500 shares issued and outstanding                            1,380
     Additional paid-in capital                                        3,899,370
     Deficit accumulated during the development stage                 (3,775,560)
                                                             -------------------
         Total stockholders' equity                                      125,190
                                                             -------------------
                                                               $         278,521
                                                             ===================


- --------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements


                                                                             F-2




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                       STATEMENTS OF OPERATIONS

================================================================================


                                                                                         For The Period
                                                                 For The Year          April 1, 1999 (Date
                                    For The Year Ended              Ended                of Inception)
                                       June 30, 2002            June 30, 2001           to June 30, 2002
                                   -----------------------    ------------------      ---------------------

Revenue                            $                 -        $              -        $                 -
                                   -----------------------    ------------------      ---------------------
Operating expenses -
     General and administrative              3,775,560                       -                  3,775,560
                                   -----------------------    ------------------      ---------------------
Net loss                           $        (3,775,560)       $              -        $        (3,775,560)
                                   =======================    ==================      =====================
Net loss available to common
  stockholders per common share:
     Basic and diluted             $             (0.60)       $              -
                                   =======================    ==================
Weighted average shares
  outstanding:
     Basic and diluted                       6,257,985               4,897,260
                                   =======================    ==================


- --------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-3




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                              STATEMENTS OF STOCKHOLDERS' EQUITY

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002

================================================================================

                                                                                                 Deficit
                                                                                               Accumulated
                                                   Common Stock              Additional         During the
                                           ----------------------------       Paid-in           Development
                                             Shares         Amount            Capital              Stage            Total
                                           -----------   --------------      ------------     ---------------    ------------

Balance, April 1, 1999                             -     $          -        $        -      $           -      $         -

Issuance of common stock to founders
  on April 7, 1999 for no consideration    4,400,000              440              (440)                 -                -

Net income                                         -                -                 -                  -                -
                                           -----------   --------------      ------------     ---------------    ------------
Balance, June 30, 1999                     4,400,000              440              (440)                 -                -

Net income                                         -                -                 -                  -                -
                                           -----------   --------------      ------------     ---------------    ------------
Balance, June 30, 2000                     4,400,000              440              (440)                 -                -

Issuance of common stock to founders
  on March 1, 2001 for no consideration    1,500,000              150              (150)                 -                -

Net income                                         -                -                 -                  -                -
                                           -----------   --------------      ------------     ----------------   ------------
Balance, June 30, 2001                     5,900,000              590              (590)                 -                -

Issuance of common stock to founders
  on October 30, 2001 for no
  consideration                              100,000               10               (10)                 -                -

Issuance of common stock for cash
  from January 2002 through June 2002
  at $0.50 per share                         399,500               40           199,710                  -          199,750


- --------------------------------------------------------------------------------
Continued...                                See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-4




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                  STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002

================================================================================
                                                                                                   Deficit
                                                                                                 Accumulated
                                                      Common Stock               Additional       During the
                                           ----------------------------------     Paid-in        Development
                                             Shares            Amount             Capital           Stage         Total
                                           -----------     ---------------   --------------    --------------  -----------

Issuance of common stock for services
  from October 2001 through June 2002
  at $0.50 per share                        7,002,000             700           3,500,300              -        3,501,000

Issuance of common stock to unrelated
  parties for patent on May 17, 2002 at
  $0.50 per share                             100,000              10              49,990              -           50,000

Issuance of common stock to unrelated
  parties for prepaid royalties on
  June 14, 2002 at $0.50 per share            300,000              30             149,970              -          150,000

Net loss                                            -              -                   -       (3,775,560)     (3,775,560)
                                           -----------   --------------      ------------     ----------------   ------------
Balance, June 30, 2002                     13,801,500      $    1,380       $   3,899,370    $  3,775,560)      $ 125,190
                                           ===========   ==============      ============     ================   ============


- --------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-5




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                        STATEMENTS OF CASH FLOWS

================================================================================
                                                                                                  For The Period
                                                                                               April 1, 1999 (Date
                                              For The Year Ended         For The Year             of Inception)
                                                June 30, 2002                Ended               to June 30, 2002
                                                                         June 30, 2001
                                            -----------------------    ------------------      ---------------------

Cash flows from operating activities:
   Net loss                                     $     (3,775,560)       $              -        $        (3,775,560)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization                       1,404                       -                      1,404
       Stock issued for services                       3,501,000                       -                  3,501,000
       Changes in operating assets and
         liabilities:
           Other assets                                   (8,107)                      -                     (8,107)
           Accounts payable and accrued
             expenses                                    142,130                       -                    142,130
           Deferred rent expense                          11,201                       -                     11,201
                                                ------------------      --------------------    ----------------------
   Net cash used in operating activities                (127,932)                      -                   (127,932)
                                                ------------------      --------------------    ----------------------
Cash flows used in investing activities:
   Purchases of property and equipment                    (9,427)                      -                     (9,427)
                                                ------------------      --------------------    ----------------------
Cash flows provided by financing activities:
   Proceeds from sale of stock                           199,750                       -                    199,750
                                                ------------------      --------------------    ----------------------
Net increase in cash                                      62,391                       -                     62,391

Cash, beginning of period                                      -                       -                          -
                                                ------------------      --------------------    ----------------------
Cash, end of period                             $         62,391        $              -        $            62,391
                                                ==================      ====================    ======================
Supplemental disclosure of cash flow
  information:
   Cash paid during the period for:
       Interest                                 $              -        $              -        $                 -
                                                ==================      ====================    ======================
       Income taxes                             $              -        $              -        $                 -
                                                ==================      ====================    ======================


Supplemental schedule of noncash financing and investing activities:

    During the year ended June 30, 2002, Quicktest issued 100,000 and 300,000
    shares of common stock to unrelated parties for patent and prepaid royalties,
    respectively, valued at $50,000 and $150,000 (or $0.50 per share, which was
    the estimated fair market value of the common stock on the date the shares
    were issued), respectively.



- --------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-6



                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002

================================================================================

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Quicktest 5 Inc. ("Quicktest") was incorporated on April 1, 1999 in Delaware.
Quicktest is a development company primarily engaged in the research,
development and marketing of drug testing devices. Quicktest also intends to
market and sell a nicotine replacement water-based beverage. Quicktest expects
to sell its products to customers both domestically and internationally.

Development Stage Enterprise

Quicktest is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises." Quicktest is devoting substantially all of its present
efforts to establish a new business, and its planned principal operations have
not yet commenced. Quicktest has not generated any revenues from operations and
has no assurance of any future revenues. All losses accumulated since inception
have been considered as part of Quicktest's development stage activities.
Quicktest will require substantial additional funding for continuing research
and development, obtaining regulatory approval and for the commercialization of
its products. There is no assurance that Quicktest will be able to obtain
sufficient additional funds when needed, or that such funds will be obtainable
on terms satisfactory to Quicktest. Quicktest's products, to the extent they may
be deemed medical devices or biologics, are governed by the Federal Food, Drug
and Cosmetics Act and by the regulations of state agencies and various foreign
government agencies. There can be no assurance that Quicktest will maintain or
obtain the regulatory approvals required to market its products.

Restatement of Fiscal 2002 Financial Statements

Subsequent to the issuance of its fiscal 2002 audited financial statements,
Quicktest determined that several transactions were incorrectly recorded on
those financial statements. As a result, the following restatements were made:

The expense related to common shares issued for services rendered was
incorrectly calculated. Based on the updated information as to the fair value of
the stock issued (estimated to be $0.50 per share - see Note 4), the fair value
of this stock was restated to $3,501,000 instead of the previously recorded
$431,601.

- --------------------------------------------------------------------------------
                                                                             F-7



                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002

================================================================================


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Prepaid royalties and net patent cost were improperly recorded as of June 30,
2002, since Quicktest used the incorrect fair value of stock issued to unrelated
parties for the prepaid royalties and patent. As a result, the total amount was
restated to $190,000 (at $0.50 per share) instead of the previously recorded
$40, and $199,960 was recorded as additional paid-in capital at June 30, 2002.
In addition, Quicktest recorded amortization expense of $735 on the revised
patent cost for the year ended June 30, 2002.

Certain property and equipment costs were improperly recorded as of June 30,
2002. As a result, net property and equipment was reduced by $6,000 at June 30,
2002 and depreciation expense was reduced by $1,200 for the year ended June 30,
2002.

Based on updated sales information, the previously stated revenue of $13,718 and
bad debt expense of $11,016 were reduced to $0, and cost of sales of $24,604 was
reclassified to general and administrative expense for the year ended June 30,
2002.

Rent expense was incorrectly calculated as of June 30, 2002 as a result of not
recording rent expense on a straight-line basis and the related deferred rent
expense. As a result, additional rent expense of $11,201 was recorded for the
year ended June 30, 2002.

Beginning retained earnings of $78,105 were corrected and recorded as fiscal
2002 expenses due to cut-off errors.

Overall, the net loss was restated to $3,775,560 from the previously reported
net loss of $614,618, and loss per share was restated to $0.60 from the
previously reported $0.10.

Going Concern

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of Quicktest as a going concern. Quicktest incurred
a net loss of $3,775,560, had no net sales revenues during the year ended June
30, 2002, and had a cash balance of approximately $62,000 at June 30, 2002.
Management recognizes that Quicktest must generate additional resources for
the eventual achievement of sustained profitable operations. Quicktest's
success is dependent upon numerous items, including the successful development
of effective marketing strategies to customers in a competitive market coupled
with faster service and a variety of options. Management has indicated that
there will be a number of Quicktest's new product lines entering the market

- --------------------------------------------------------------------------------
                                                                             F-8



                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002
================================================================================


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued


within the next six months, which should create a source of revenue. Management
believes that these products will have a significant effect on future
profitability. Management's plans also include obtaining additional capital
through equity financing. However, no assurance can be given that additional
capital, if needed, will be available when required or upon terms acceptable to
Quicktest.

These factors, among others, raise substantial doubt about Quicktest's ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of these uncertainties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
respective reporting period. Actual results could differ from those estimates.
Significant estimates made by management are, among others, the realization of
prepaid royalties and long-lived assets and the valuation allowance on deferred
tax assets.

Concentration of Credit Risk

The financial instrument which potentially subjects Quicktest to concentration
of credit risk is cash. Quicktest maintains cash balances at certain high
quality financial institutions, and at times such balances may exceed the
Federal Deposit Insurance Corporation $100,000 insurance limit. As of June 30,
2002, there were no uninsured portions of cash.

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the related assets,
which range from three to seven years. Repairs and maintenance are charged to
expense as incurred while significant improvements are capitalized. Upon
retirement or other disposition of property and equipment, the accounts are
relieved of the cost and the related accumulated depreciation, with any
resulting gain or loss included in the statement of operations.

- --------------------------------------------------------------------------------
                                                                             F-9





                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002

================================================================================


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Patent

Patent is recorded at the fair value of the stock issued to unrelated parties
for the patent (see Note 3) and is amortized using the straight-line method over
its estimated remaining useful life of 17 years. Amortization expense for the
year ended June 30, 2002 was $735.

Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangibles to be held and used by an
entity are reviewed by the management of Quicktest for impairment whenever
events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. As of June 30, 2002, management of Quicktest believes
that no impairment has been indicated. There can be no assurances, however, that
market conditions will not change or demand for Quicktest's products will
develop which could result in impairment of long-lived assets in the future.

Fair Value of Financial Instruments

The carrying values of Quicktest's financial instruments as of June 30, 2002,
including cash, accounts payable and accrued expenses, approximate their
respective fair values due to their short-term nature.

Research and Development

Research and development costs are charged to operations as they are incurred.
Legal fees and other costs incurred in protecting patents are expensed as
incurred.

Income Taxes

Quicktest recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been recognized in Quicktest's
financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement carrying amounts and tax bases of assets and liabilities at each
period end based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable income. A
valuation allowance is provided for significant deferred tax assets when it is
more likely than not that such assets will not be recovered.

- --------------------------------------------------------------------------------
                                                                            F-10





                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002
================================================================================

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Loss Per Share

Basic loss per share is computed by dividing loss available to common
stockholders by the weighted-average number of common shares outstanding.
Diluted loss per share is computed similar to basic loss per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. At June 30, 2002, there were
no potential common shares.

Revenue Recognition

Quicktest anticipates generating future sales revenue from sales of its
products. Quicktest will recognize revenue at the time of shipment of its
products to customers.

Comprehensive Income

Comprehensive income is not presented in Quicktest's financial statements
since Quicktest did not have any items of comprehensive income in any period
presented.

Segments of an Enterprise and Related Information

As Quicktest operates in one segment, Quicktest has not made segment
disclosures in the accompanying financial statements.

New Accounting Pronouncements

In April 2002, the FASB issued Statement of Financial Accounting Standards No.
145 ("SFAS 145"), "Rescission of FASB No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections," to update, clarify and simplify
existing accounting pronouncements. SFAS 4, which required all gains and losses
from debt extinguishment to be aggregated and, if material, classified as an
extraordinary item, net of related tax effect, was rescinded. Consequently, SFAS
64, which amended SFAS 4, was rescinded because it was no longer necessary.
Quicktest does not expect SFAS 145 to have a material effect on its financial
statements.

- --------------------------------------------------------------------------------
                                                                            F-11




                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002
================================================================================

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 addresses accounting and reporting
for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (Including Certain
Costs Incurred in a Restructuring)." SFAS 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized and measured
initially at fair value when the liability is incurred. SFAS 146 is effective
for exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. Quicktest does not expect SFAS 146 to have a
material effect on its financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

         Furniture and fixtures                              $           1,807
         Computer equipment                                              2,867
         Computer software                                               4,753
         Less: accumulated depreciation                                   (669)
                                                             ------------------
                                                             $           8,758
                                                             ==================
NOTE 3 - PATENT AND ROYALTY FEE

On April 7, 2002, Quicktest acquired the rights to a patent from an unrelated
party pertaining to certain new and significant improvements to a nicotine
beverage. In consideration thereof, Quicktest issued 100,000 shares of its
common stock, valued at $50,000 ($0.50 per share was the management's estimated
fair market value of its common stock on the date the patent was assigned). The
cost of the patent is being amortized over the patent's remaining useful life of
17 years. In addition, Quicktest agreed to pay the original patent holder
royalties of $1.20 per case, quarterly, for every case sold (consisting of 24
bottles per case) of Quicktest's products which utilize the patent, for the
remaining life of the patent. As a condition to the continuance of this
agreement, Quicktest also agreed to the following performance goals: (1) during
the first year, Quicktest will sell a minimum of 500,000 cases of the patented
product, and (2) during any year thereafter for the duration of this agreement,
Quicktest will sell a minimum of 1,000,000 cases of the patented product each
year. In June

- --------------------------------------------------------------------------------
                                                                            F-12



                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002
================================================================================


NOTE 3 - PATENT AND ROYALTY FEE, continued

2002, Quicktest prepaid royalties through the issuance of 300,000 shares of
its stock valued at $150,000 (or $0.50 per share, which was the management's
estimated fair market value of its common stock on the date the shares were
issued) in lieu of meeting the minimum performance requirement of the first
year. This amount will be amortized to expense at the rate of $1.20 per case
sold.

NOTE 4 - STOCKHOLDER' EQUITY

Prior to October 31, 2001, Quicktest issued 6,000,000 shares of common stock
to various founders, which were recorded at $0 as Quicktest had not commenced
operations.

Beginning in January 2002 through June 30, 2002, Quicktest sold 399,500 shares
of common stock at $0.50 per share for $199,750 in cash.

During the year ended June 30, 2002, Quicktest issued 7,002,000 shares of
common stock valued at $3,501,000 (or $0.50 per share, which was the estimated
fair market value of the common stock on the date the services were performed)
as payment for consulting services to related parties and other third parties
(see Note 6).

During the year ended June 30, 2002, Quicktest issued 100,000 and 300,000
shares of common stock to unrelated parties for patent and prepaid royalties,
respectively, valued at $50,000 and $150,000 (or $0.50 per share, which was the
estimated fair market value of the common stock on the date the shares were
issued), respectively (see Note 3).

NOTE 5 - LEASE COMMITMENT

Quicktest leases its facility under an operating lease agreement expiring
April 30, 2005. Under the lease, Quicktest pays $7,669 per month through March
31, 2003, $7,888 per month through March 31, 2004, and $8,107 per month
thereafter. The total amount of rent paid during the year ended June 30, 2002
was $28,828. Quicktest records rent expense on a straight-line basis,
resulting in deferred rent and additional rent expense of $11,201.

- --------------------------------------------------------------------------------
                                                                            F-13





                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002
================================================================================


NOTE 5 - LEASE COMMITMENT, continued

The future minimum annual lease payments under this lease agreement at June 30,
2002 is as follows:

                        Years Ending
                ----------------------------
                          June 30,
                -----------------------------

                           2003                              $         92,680
                           2004                                        95,310
                           2005                                        72,960
                                                             -----------------
                                                             $        260,950
                                                             =================
NOTE 6 - RELATED PARTY TRANSACTIONS

Prior to July 1, 2001, various related parties incurred expenses on behalf of
Quicktest. These parties agreed to relinquish all rights to be reimbursed or
compensated for such expenses. As a result, no expenses were recorded on the
books of Quicktest prior to the year ended June 30, 2002. In addition, various
related parties provide facilities, equipment and management services from time
to time at no cost to Quicktest.

Quicktest paid approximately $104,000 in cash and issued shares valued at
$3,409,000 to various related parties, including officers and /or stockholders
of Quicktest during the year ended June 30, 2002 for consulting and other
administrative services.

NOTE 7 - INCOME TAXES

No current provision for federal income tax is required for the year ended June
30, 2002, since Quicktest incurred net operating losses through June 30, 2002.

The tax effect of temporary differences that give rise to significant portions
of the deferred tax asset at June 30, 2002 are presented below:

         Deferred tax asset:
              Net operating losses                            $       1,510,000
              Less valuation allowance                               (1,510,000)
                                                              ------------------
              Net deferred tax assets                         $               -
                                                              ==================

- --------------------------------------------------------------------------------
                                                                            F-14





                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002
================================================================================


NOTE 7 - INCOME TAXES, continued

As of June 30, 2002, Quicktest had net operating loss carryforwards of
approximately $3,776,000 available to offset future taxable federal and state
income. The federal and state carryforward amounts expire in varying amounts
through 2022 and 2009, respectively.

NOTE 8 - BASIC AND DILUTED LOSS PER COMMON SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted loss per common share computations for the years ended June
30, 2002 and 2001:

                                                         2002            2001
                                                     -----------     -----------

         Numerator for basic and diluted loss per
           common share - net income (loss)          $  (3,775,560)   $       -
                                                     -------------  -------------
         Denominator for basic and diluted loss per
           common share - weighted average shares        6,257,985    4,897,260
                                                     -------------  -------------
         Basic and diluted income (loss) per common
           share                                     $       (0.60)   $       -
                                                     -------------  -------------
NOTE 9 - SUBSEQUENT EVENTS

On July 15, 2002, Quicktest entered into an Agreement and Plan of
Reorganization ("Agreement") with Moneyzone.com, Inc. ("Moneyzone"), which sets
forth the terms and conditions of a proposed business combination between
Quicktest and Moneyzone. Pursuant to the terms of the Agreement, the common stock
of Quicktest will be converted into 1.33 shares of Moneyzone's common stock,
with Moneyzone being the surviving corporation. The original shareholders of
Moneyzone will retain approximately 3,000,000 shares of common stock. As
Quicktest will retain control of the combined entity after the merger is
completed, this transaction will be accounted for as a "reverse acquisition."
Under reverse acquisition accounting, Quicktest is considered the accounting
acquiror and Moneyzone is considered the accounting acquiree; the 3,000,000
shares of previously outstanding common stock of Moneyzone will be accounted for
as an issuance of shares in a recapitalization of Quicktest. Pursuant to the
terms of the Agreement, the surviving company will change its name to QT 5, Inc.
("QT5"). The historical financial statements of Quicktest for the periods
prior to the merger will become those of QT5 and the net loss per share for the
periods prior to the merger will be restated based on the exchange ratio of
shares issued in the merger.

Moneyzone advanced cash of $300,000 in July 2002 to Quicktest. Upon
consummation of the merger, the intercompany advance will eliminate in
consolidation. If the closing and consummation of the merger transaction does

- --------------------------------------------------------------------------------
                                                                            F-15






                                                               QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                For The Period April 1, 1999 (Date of Inception)
                                                           Through June 30, 2002

================================================================================


NOTE 9 - SUBSEQUENT EVENTS, continued

not occur, Quicktest will be required to immediately refund the amount of the
advance to Moneyzone. As the originally contemplated date for the merger closing
was on or before August 31, 2002, the advance was to be refunded to Moneyzone at
that time. However, Quicktest is currently in negotiations with Moneyzone to
extend the merger closing date.

In September 2002, Quicktest entered into bridge loan promissory notes
("Notes") with two majority shareholders of Moneyzone for a total of $50,000
with interest at 10% per annum. The principal and interest are due on the
closing of collective funding by Quicktest of not less than $250,000. Pursuant
to the terms of the Notes, Quicktest cannot be sold or otherwise merged into
any other entity except Moneyzone, unless the Notes holders are repaid. These
notes are conditionally guaranteed by the CEO of Quicktest if Quicktest does
not meet its covenants.

In October 2002, Quicktest entered into a non-interest bearing convertible
promissory note with a third party for $150,000. Unless earlier converted by the
lender, the principal is due at the earlier of (1) four months from the
effective date of the Schedule 14C of Moneyzone (but in no event later than
March 31, 2003), or (2) a financing in which Quicktest receives net proceeds
of $1 million. At the election of the holder, the outstanding principal of the
note is convertible into shares of Quicktest's common stock at $1.00 per share
(subject to standard adjustments on recapitalization, stock split, etc.). In the
event of a default that is not cured for 60 days for lack of payment, the
conversion price will be adjusted to $0.10 per share. Pursuant to the terms of
the promissory note, Quicktest will issue 75,000 shares of the common stock
(valued at $37,500, or $0.50 per share, which was the estimated fair market
value of the common stock on the date the shares were issued) to the lender as
additional consideration. The $37,500 will be recorded as a discount on the note
and amortized to interest expense ratably over the earliest estimated due date
of the note.

- --------------------------------------------------------------------------------
                                                                            F-16



                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                       BALANCE SHEET (Unaudited)

================================================================================


                                                                September 30, 2002
ASSETS                                                          -------------------

Current assets:
     Cash                                                             $  30,644
     Prepaid royalties                                                  150,000
                                                                      ----------

         Total current assets                                           180,644

Property and equipment, net of accumulated depreciation of $1,552        16,326
Patent, net of accumulated amortization of $1,470                        48,530
Other assets                                                              8,107
                                                                      ----------

                                                                      $ 253,607
                                                                      ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued expenses                            $  86,054
     Deferred rent expense                                               10,900
     Advances                                                           350,000
                                                                      ----------

         Total current liabilities                                      446,954
                                                                      ----------

Commitments and contingencies

Stockholders' deficit:
     Common stock, $0.0001 par value; 100,000,000 shares authorized;
       13,801,500 shares issued and outstanding                           1,380
     Additional paid-in capital                                       3,899,370
     Deficit accumulated during the development stage                (4,094,097)
                                                                      ----------
         Total stockholders' deficit                                   (193,347)
                                                                      ----------

                                                                      $ 253,607
                                                                      ==========

- --------------------------------------------------------------------------------
                                          The accompanying notes are an integral
                                              part of these financial statements

                                                                            F-17






                                                                QUICKTEST 5 INC.
                                                    (A Development Stage Company)

                                            STATEMENTS OF OPERATIONS (Unaudited)

================================================================================


                                                                                                  For The Period
                                                                                                April 1, 1999 (Date
                                               For The Quarter Ended   For The Quarter Ended       of Inception)
                                               September 30, 2002        September 30, 2001     to September 30, 2002
                                            -----------------------    --------------------    ---------------------

Revenue                                         $              -         $             -          $              -
                                                 ---------------          ---------------          ---------------

Operating expenses -
     General and administrative                          318,537                   6,766                 4,094,097
                                                 ---------------         ---------------           ---------------

Net loss                                        $       (318,537)        $        (6,766)         $     (4,094,097)
                                                 ===============         ===============           ===============

Net loss available to common
  stockholders per common share:
     Basic and diluted                          $          (0.02)        $         (0.00)
                                                 ===============         ===============

Weighted average shares
  outstanding:
     Basic and diluted                                13,801,500               5,900,000
                                                 ===============         ===============


- --------------------------------------------------------------------------------
                                          The accompanying notes are an integral
                                              part of these financial statements

                                                                            F-18



                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                            STATEMENTS OF CASH FLOWS (Unaudited)

================================================================================

                                                                                                  For The Period
                                                                                               April 1, 1999 (Date
                                            For The Quarter Ended        For The Quarter          of Inception)
                                              September 30, 2002              Ended              to September 30,
                                                                       September 30, 2001              2002
                                            -----------------------    --------------------    ---------------------

Cash flows from operating activities:
   Net loss                                     $       (318,537)       $         (6,766)       $        (4,094,097)
   Adjustments to reconcile net loss to
     net cash (used in) provided by
     operating activities:
       Depreciation and amortization                       1,618                       -                      3,022
       Stock issued for services                               -                       -                  3,501,000
       Changes in operating assets and
         liabilities:
           Other assets                                        -                       -                     (8,107)
           Accounts payable and accrued
             expenses                                    (56,076)                  7,761                     86,054
           Deferred rent expense                            (301)                      -                     10,900
                                                 ----------------        ---------------         ------------------

   Net cash (used in) provided by operating
      activities                                        (373,296)                    995                   (501,228)
                                                 ---------------         ---------------         ------------------

Cash flows used in investing activities:
   Purchases of property and equipment                    (8,451)                   (995)                   (17,878)
                                                 ---------------         ----------------        ------------------

Cash flows from financing activities:
    Proceeds from sale of stock                                -                       -                    199,750
    Increase in advances                                 350,000                       -                    350,000
                                                 ---------------         ---------------         ------------------

    Net cash provided by financing activities            350,000                       -                    549,750
                                                 ---------------         ---------------         ------------------

Net (decrease) increase in cash                          (31,747)                      -                     30,644

Cash, beginning of period                                 62,391                       -                          -
                                                 ---------------         ---------------         ------------------

Cash, end of period                             $         30,644        $              -        $            30,644
                                                 ===============         ===============         ==================

Supplemental disclosure of cash flow
  information:
   Cash paid during the period for:
       Interest                                 $              -        $              -        $                 -
                                                 ===============         ===============         ==================
       Income taxes                             $              -        $              -        $                 -
                                                 ===============         ===============         ==================

- --------------------------------------------------------------------------------
                                          The accompanying notes are an integral
                                              part of these financial statements

                                                                            F-19




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                                  September 30, 2002 (Unaudited)
================================================================================


NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Quicktest 5 Inc. ("Quicktest") was incorporated on April 1, 1999 in Delaware.
Quicktest is a development stage company primarily engaged in the research,
development and marketing of drug testing devices. Quicktest also intends
to market and sell a nicotine replacement water-based beverage. Quicktest
expects to sell its products to customers both domestically and internationally.

Basis of Presentation

The accompanying condensed financial statements have been prepared by Quicktest
pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments) which are, in the
opinion of management, necessary to fairly represent the operating results for
the respective periods. Certain information and footnote disclosures normally
present in the annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted pursuant to such rules and regulations. The results of the three
months ended September 30, 2002 are not necessarily indicative of the results to
be expected for the full year ending June 30, 2003.

Development Stage Enterprise

Quicktest is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7. "Accounting and Reporting by Development
Stage Enterprises." Quicktest is devoting substantially all of its present
efforts to establish a new business, and its planned principal operations have
not yet commenced. Quicktest has not generated any revenues from operations
and has no assurance of any future revenues. All losses accumulated since
inception have been considered as part of Quicktest's development stage
activities. Quicktest will require substantial additional funding for
continuing research and development, obtaining regulatory approval and for the
commercialization of its products. There is no assurance that Quicktest will
be able to obtain sufficient additional funds when needed, or that such funds
will be obtainable on terms satisfactory to Quicktest. Quicktest's products,
to the extent they may be deemed medical devices or biologics, are governed by
the Federal Food, Drug and Cosmetics Act and by the regulations of state
agencies and various foreign government agencies. There can be no assurance that
Quicktest will maintain or obtain the regulatory approvals required to market
its products.

                                                                            F-20





                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                                  September 30, 2002 (Unaudited)
================================================================================


NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Going Concern

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of Quicktest as a going concern. Quicktest incurred
a net loss of $318,537 during the three months ended September 30, 2002, had no
net sales revenue during the three months ended September 30, 2002, and had a
cash balance of $30,644 at September 30, 2002. In addition, Quicktest has a
deficit accumulated during the development stage of $4,094,097 and negative
working capital of $266,310 at September 30, 2002. Management recognizes that
Quicktest must generate additional resources for the eventual achievement of
sustained profitable operations. Quicktest's success is dependent upon
numerous items, including the successful development of effective marketing
strategies to customers in a competitive market coupled with faster service and
a variety of options. Management has indicated that there will be a number of
Quicktest's new product lines entering the market within the next six months,
which should create a source of revenue. Management believes that these products
will have a significant effect on future profitability. Management's plans also
include obtaining additional capital through equity financing. However, no
assurance can be given that additional capital, if needed, will be available
when required or upon terms acceptable to Quicktest.

These factors, among others, raise substantial doubt about Quicktest's ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of these uncertainties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
respective reporting period. Actual results could differ from those estimates.
Significant estimates made by management are, among others, the realization of
prepaid royalties and long-lived assets and valuation allowance on deferred tax
assets.

Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangibles to be held and used by an
entity are reviewed by the management of Quicktest for impairment whenever
events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. As of September 30, 2002, management of Quicktest
believes that no impairment has been indicated. There can be no assurances,
however, that market conditions will change or demand for Quicktest's products
will develop which could result in impairment of long-lived assets in the
future.

                                                                            F-21




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                                  September 30, 2002 (Unaudited)
================================================================================


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Loss Per Share

Basic loss per share is computed by dividing loss available to common
stockholders by the weighted-average number of common shares outstanding.
Diluted loss per share is computed similar to basic loss per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. At September 30, 2002, there
were no potential common shares.

Revenue Recognition

Quicktest anticipates generating future sales revenue from sales of its
products. Quicktest will recognize revenue at the time of shipment of its
products to customers.

Comprehensive Income

Comprehensive income is not presented in Quicktest's financial statements
since Quicktest did not have any items of comprehensive income in any period
presented.

Segments of an Enterprise and Related Information

As Quicktest operates in one segment, Quicktest has not made segment
disclosures in the accompanying financial statements.

NOTE 2 - PATENT AND ROYALTY FEE

On April 7, 2002, Quicktest acquired the rights to a patent from an unrelated
party pertaining to certain new and significant improvements to a nicotine
beverage. In consideration thereof, Quicktest issued 100,000 shares of its
common stock; valued at $50,000 ($0.50 per share was the management's estimated
fair market value of its common stock on the date the patent was assigned). The
cost of the patent is being amortized over the patents remaining useful life of
17 years. In addition, Quicktest agreed to pay the original patent holder
royalties of $1.20 per case, quarterly, for every case sold (consisting of 24
bottles per case) of Quicktest's products which utilize the patent, for the
remaining life of the patent. As a condition to the continuance of this
agreement, Quicktest also agreed to the following performance goals: (1) during
the first year, Quicktest will sell a minimum of 500,000 cases of the patented
product, and (2) during any year thereafter for the duration of this agreement,
Quicktest will sell a minimum of 1,000,000 cases of the patented product each
year. In June 2002 Quicktest prepaid royalties through the issuance of 300,000
shares of its stock valued at $150,000 (or $0.50 per share, which was the
management's estimated fair market value of its common stock on the date the
shares were issued) in lieu of meeting the minimum performance requirement of
the first year. This amount will be amortized to expense at the rate of $1.20
per case sold.

                                                                            F-22




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                                  September 30, 2002 (Unaudited)
================================================================================

NOTE 3 - RELATED PARTY TRANSACTIONS

Quicktest recorded approximately $197,000 of expense from various related
parties, including officers and/or stockholders of Quicktest, during the three
months ended September 30, 2002 for consulting and administrative services.

NOTE 4 - AGREEMENT OF MERGER

On July 15, 2002, Quicktest entered into an Agreement and Plan of
Reorganization ("Agreement") with Moneyzone.com, Inc. ("Moneyzone"), which sets
forth the terms and conditions of a proposed business combination between
Quicktest and Moneyzone. Pursuant to the terms of the Agreement, the common stock
of Quicktest will be converted into 1.33 shares of Moneyzone's common stock,
with Moneyzone being the surviving corporation. The original shareholders of
Moneyzone will retain approximately 3,000,000 shares of common stock. As
Quicktest will retain control of the combined entity after the merger is
completed, this transaction will be accounted for as a "reverse acquisition."
Under reverse acquisition accounting, Quicktest is considered the accounting
acquirer and Moneyzone is considered the accounting acquiree; the 3,000,000
shares of previously outstanding common stock of Moneyzone will be accounted for
as an issuance of shares in a recapitalization of Quicktest. Pursuant to the
terms of the Agreement, the surviving company will change its name to QT 5, Inc.
("QT5"). The historical financial statements of Quicktest for the periods
prior to the merger will become those of QT5 and the net loss per share for the
periods prior to the merger will be restated based on the exchange ratio of
shares issued in the merger.

Moneyzone advanced cash of $300,000 in July 2002 to Quicktest. Upon
consummation of the merger, the inter-company advance will eliminate in
consolidation. If the closing and consummation of the merger transaction does
not occur, Quicktest will be required to immediately refund the amount of the
advance to Moneyzone. As the originally contemplated date for the merger closing
was on or before August 31, 2002, the advance was to be refunded to Moneyzone at
that time. However, Quicktest is currently in negotiations with Moneyzone to
extend the merger closing date.

In September 2002, Quicktest entered into bridge loan promissory notes
("Notes") with two majority shareholders of Moneyzone for a total of $50,000
with interest at 10% per annum. The principal and interest are due on the
closing of collective funding by Quicktest of not less than $250,000. Pursuant
to the terms of the Notes, Quicktest cannot be sold or otherwise merged into
any other entity except Moneyzone, unless the Notes holders are repaid. These
Notes are conditionally guaranteed by the CEO of Quicktest if Quicktest does
not meet its covenants.

                                                                            F-23




                                                                QUICKTEST 5 INC.
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS

                                                  September 30, 2002 (Unaudited)
================================================================================

NOTE 5 - SUBSEQUENT EVENT

In October 2002, Quicktest entered into a non-interest bearing convertible
promissory note with a third party for $150,000. Unless earlier converted by the
lender, the principal is due at the earlier of (1) four months from the
effective date of the Schedule 14C of Moneyzone (but in no event later than
March 31, 2003), or (2) a financing in which Quicktest receives net proceeds
of $1 million. At the election of the holder, the outstanding principal of the
note is convertible into shares of Quicktest's common stock at $1.00 per share
(subject to standard adjustments on recapitalization, stock split, etc.). In the
event of a default that is not cured for 60 days for lack of payment, the
conversion price will be adjusted to $0.10 per share. Pursuant to the terms of
the promissory note, Quicktest will issue 75,000 shares of the common stock
(valued at $37,500, or $0.50 per share, which was the estimated fair market
value of the common stock on the date the shares were issued) to the lender as
additional consideration. The $37,500 will be recorded as a discount on the note
and amortized to interest expense ratably over the earliest estimated due date
of the note.





                                                                            F-24





                               MONEYZONE.COM, INC.

                   PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


The following unaudited pro forma consolidated financial statements present the
pro forma consolidated balance sheet of Moneyzone.com, Inc. ("Moneyzone") as of
September 30, 2002 and the pro forma consolidated statements of operations for
the year ended June 30, 2002 and for the quarter ended September 30, 2002.

The transaction described in Note 2 will be accounted for as a "reverse
acquisition," since the management and stockholders of Quicktest 5 Inc.
("Quicktest") will retain control of the combined entity after the merger is
completed. Under reverse acquisition accounting, Quicktest is considered the
accounting acquiror and Moneyzone is considered the accounting acquiree. As
Moneyzone had no substantive assets or operations at the date of the
transaction, the transaction has been recorded as a recapitalization of
Quicktest for the change in the number of shares outstanding as a result of the
merger.

The following unaudited pro forma consolidated balance sheet reflects the effect
of the transaction as if it occurred on September 30, 2002. The accompanying pro
forma consolidated statement of operations for the year ended June 30, 2002 and
for the quarter ended September 30, 2002 gives effect to the transaction as if
it occurred on July 1, 2001. The unaudited statement of oerpations of Moneyzone
for the year ended June 30, 2002 was obtained from the six-month loss from
continuing oeprations as presented in Moneyzone's unaudited June 30, 2002
financial statements included in Moneyzone's Form 10-QSB for the quarter ended
June 30, 2002.  All losses of moneyzone for the year ended December 31,2001
(including the six-month period from July 1, 2001 through December 31, 2001 that
would otherwise be part of the pro forma presentation) were considered
discontinued and thus are not included in this pro forma analysis. The financial
statements include adjustments directly attributable to the transaction and
expected to have a continuing impact on the combined company.

The pro forma information is based on historical unaudited financial statements.
The information has been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and is provided for comparison and
analysis purposes only. The unaudited pro forma information is not necessarily
indicative of the future consolidated results of operations of the combined
company or the consolidated results of operations that would have resulted had
the acquisition taken place on July 1, 2001, or the consolidated financial
position of the combined company that would have resulted had the acquisition
taken place on September 30, 2002.

                                                                            F-25



                                                             MONEYZONE.COM, INC.

                                            PRO FORMA CONSOLIDATED BALANCE SHEET
                                                                     (Unaudited)

                                                        As of September 30, 2002

                                                                                                             Pro forma
                                                     Quicktest 5    Moneyzone     Subtotal    Adjustments   Consolidated
                                                     -----------   -----------   -----------  ------------ --------------
ASSETS
Current assets:                                                                                                                                                                                                                                                                                                                                  0,700                                             $
   Cash                                               $ 30,644      $     56      $ 30,700    $       -       $ 30,700
   Advance receivable                                       -        300,000       300,000      (300,000)           -
   Prepaid royalties                                   150,000            -        150,000            -        150,000
                                                     -----------   -----------   -----------  ------------ --------------

      Total current assets                             180,644       300,056       480,700      (300,000)      180,700
                                                     -----------   -----------   -----------  ------------ --------------

Property and equipment, net                             16,326        14,000        30,326            -         30,326
                                                     -----------   -----------   -----------  ------------ --------------
Other assets:
   Patent, net                                          48,530            -         48,530            -         48,530
   Other assets                                          8,107            -          8,107            -          8,107
                                                     -----------   -----------   -----------  ------------ --------------

        Total other assets                              56,637            -         56,637            -         56,637
                                                     -----------   -----------   -----------  ------------ --------------
                                                      $253,607      $314,056     $ 567,663     $(300,000)     $267,663
                                                     ===========   ===========   ===========  ============ ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:


   Accounts payable and accrued liabilities           $ 86,054      $ 21,739     $ 107,793            -       $107,793
   Notes and accrued interest payable to shareholders       -        304,373       304,373            -        304,373
   Accrued liabilities from discontinued operations         -        156,400       156,400            -        156,400
   Deferred rent expense                                10,900            -         10,900            -         10,900

   Advances                                            350,000        11,399       361,399      (300,000)       61,399
                                                     -----------   -----------   -----------  ------------ --------------

      Total current liabilities                        446,954       493,911       940,865      (300,000)      640,865
                                                     -----------   -----------   -----------  ------------ --------------

Commitments and contingencies

Stockholders' equity:
    Preferred stock                                         -         15,000        15,000       (15,000)          -
   Common stock                                          1,380        90,008        91,388     3,112,011    3,203,399
   Prepaid consulting                                       -       (467,040)     (467,040)           -      (467,040)
   Additional paid-in capital                        3,899,370     8,609,813    12,509,183   (11,524,647)     984,536
   Deficit accumulated during the development stage (4,094,097)   (8,427,636)  (12,521,733)    8,427,636   (4,094,097)
                                                     -----------   -----------   -----------  ------------ --------------

      Total stockholders' equity                      (193,347)     (179,855)     (373,202)           -      (373,202)
                                                     -----------   -----------   -----------  ------------ --------------

                                                      $253,607      $314,056     $ 567,663     $(300,000)    $267,663
                                                     ===========   ==========    ===========  ============ ==============


The accompanying notes are an integral part of these pro forma financial statements

                                                                            F-26




                                                             MONEYZONE.COM, INC.

                                  PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                                                     (Unaudited)

                                        For The Quarter Ended September 30, 2002


                                                                               Pro Forma          Pro Forma
                                                   Quicktest 5     Moneyzone       Subtotal      Adjustments       Consolidated
                                                  --------------  ------------   -------------  ---------------   ----------------

Revenue                                           $         -     $        -     $         -    $        -        $         -
                                                  --------------  ------------   -------------  ---------------   ----------------
Operating expenses-
   General and administrative expenses
                                                       318,537      2,556,706       2,875,243             -          2,875,243
   Interest expense                                         -           4,373           4,373             -              4,373
   Gain on debt forgiveness                                 -         (90,963)        (90,963)            -            (90,963)
                                                  --------------  ------------   -------------  ---------------   ----------------
      Total operating expenses                         318,537      2,470,116       2,788,653             -          2,788,653
                                                  --------------  ------------   -------------  ---------------   ----------------

Net loss from continuing operations               $   (318,537)   $(2,470,116)   $ (2,788,653)  $         -        $(2,788,653)
                                                  ==============  ============   =============  ===============   ================

Basic and diluted net loss per
   common share                                          (0.02)         (4.76)                                           (0.13)
                                                  ==============  ============                                    ================

Basic and diluted weighted average common
   shares outstanding                               13,801,500        518,479                      6,628,411        20,948,390
                                                  ==============  ============                  ===============   ================



The accompanying notes are an integral part of these pro forma financial statements

                                                                            F-27




                                                             MONEYZONE.COM, INC.

                                  PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                                                     (Unaudited)

                                                For The Year Ended June 30, 2002


                                                                                                 Pro Forma        Pro Forma
                                                    Quicktest 5    Moneyzone       Subtotal     Adjustments     Consolidated
                                                   -------------  ------------   ------------  --------------  ---------------

Revenue                                            $       -      $       -      $      -      $       -       $        -
                                                   -------------  ------------   ------------  --------------  ---------------

Operating expenses-
   General and administrative expenses              3,775,560          4,947     3,780,507             -         3,780,507
                                                   -------------  ------------   ------------  --------------  ---------------
      Total operating expenses
                                                    3,775,560          4,947     3,780,507             -         3,780,507
                                                   -------------  ------------   ------------  --------------  ---------------


Loss prior to disposal of business                 (3,775,560)        (4,947)   (3,780,507)            -        (3,780,507)

Loss from disposal of business including a change
   in the estimate for costs associated with the
   disposal of the business                                -            (365)         (365)            -              (365)
                                                   -------------  ------------   ------------  --------------  ---------------

Net loss from continuing operations               $(3,775,560)    $    (4,582) $(3,780,142)     $      -       $(3,780,142)
                                                   =============  ============   ============  ==============  ===============


Basic and diluted net loss per common share       $     (0.60)    $     (0.05)                                 $     (0.43)
                                                   =============  ============                                 ===============

Basis and diluted weighted average common
   shares outstanding                               6,257,985         100,000                    2,465,135       8,823,120
                                                   =============  ============                                 ===============


The accompanying notes are an integral part of these pro forma financial statements

                                                                            F-28




                               MONEYZONE.COM, INC.

              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)




NOTE 1 - BASIS OF PRESENTATION

On July 15, 2002, Moneyzone, an inactive public company, and Quicktest, a
Delaware corporation involved primarily in the research, development and
marketing of drug testing devices and nicotine replacement water-based beverage,
entered into a transaction that will result in a combination of the two
entities, as described in Note 2.

The unaudited pro forma consolidated balance sheet as of September 30, 2002
reflects the effect of the transaction as if it occurred on September 30, 2002.
The accompanying pro forma consolidated statement of operations for the year
ended June 30, 2002 and for the quarter ended September 30, 2002 gives effect to
the transaction as if it occurred on July 1, 2001. The unaudited pro forma
information is not necessarily indicative of the future consolidated results of
continuing operations of the combined company or the consolidated results of
operations that would have resulted had the acquisition taken place on July 1,
2001 or the consolidated financial position of the combined company as of
September 30, 2002.

The unaudited pro forma consolidated financial statements should be read in
conjunction with Quicktest's audited financial statements as of June 30, 2002
and the accompanying notes appearing herein, Quicktest's unaudited financial
statements as of September 30, 2002 and the accompanying notes appearing herein,
and the audited financial statements of Moneyzone as of December 31, 2001 and
unaudited interim financial statements as of June 30, 2002 and 2001 and
September 30, 2002 and related notes as previously filed with the Securities and
Exchange Commission.

NOTE 2 - DESCRIPTION OF TRANSACTION

On July 15, 2002, Quicktest entered into an Agreement and Plan of Reorganization
("Agreement") with Moneyzone, which sets forth the terms and conditions of a
proposed business combination between Quicktest and Moneyzone. Pursuant to the
terms of the Agreement, the shares of Quicktest common stock will be converted
into 1.33 shares of Moneyzone's common stock, with Moneyzone being the surviving
corporation. The original shareholders of Moneyzone will retain approximately
3,000,000 shares of common stock. As Quicktest will retain control of the
combined entity after the merger is completed, this transaction will be
accounted for as a "reverse acquisition." Under reverse acquisition accounting,
Quicktest is considered the accounting acquiror and Moneyzone is considered the
accounting acquiree; the 3,000,000 shares of previously outstanding common stock
of Moneyzone will be accounted for as an issuance of shares in a
recapitalization of Quicktest. Pursuant to the terms of the Agreement, the
surviving company will change its name to QT 5, Inc. ("QT5"). The historical
financial statements of Quicktest for the periods prior to the merger will
become those of QT5 and the net loss per share for the periods prior to the
merger will be restated based on the exchange ratio of shares issued in the
merger.

                                                                            F-29



NOTE 3 - DESCRIPTION OF ADJUSTMENTS

The following adjustments were applied to the historical financial statements of
Moneyzone and Quicktest to arrive at the pro forma consolidated balance sheet
and statements of operations:

        (A)   To eliminate the equity accounts and preferred stock of Moneyzone,
              the accounting acquiree, and reclassify the par value and
              additional paid-in capital for the conversion of Quicktest's
              common stock to shares of Moneyzone common stock.

        (B)   To eliminate intercompany advance of $300,000 from Moneyzone to
              Quicktest.

                                                                            F-30








                       Management Discussion and Analysis

Quicktest 5 Inc. Management Discussion and Analysis

         The following discussion and analysis of the financial condition and
results of operations of Quicktest 5 Inc. ("Quicktest") should be read in
conjunction with the unaudited balance sheet as of September 30, 2002, and the
unaudited statements of operations and cash flows for the three months ended
September 30, 2002 and the related notes thereto as well as the auditied
financial statements of Quicktest for the year ended June 30, 2002. This
discussion contains forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions.

         Quicktest cautions readers that important facts and factors described
in this Management's Discussion and Analysis of Financial Condition and Results
of Operations and elsewhere in this document sometimes have affected, and in the
future could affect, Quicktest's actual results, and could cause Quicktest's
actual results during the fiscal year ending June 30, 2003 and beyond to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, Quicktest.

         Quicktest anticipates that during the next twelve months, the research
and development, including regulatory approvals of its bio-med product lines,
should be completed and they will commence marketing and distribution of their
completed products. In order to fund continuing operations for the next 12
months, Quicktest will have to raise additional capital. There can be no
assurance that funding will be available on acceptable terms if at all, or that
such funds if raised, would enable Quicktest to achieve and maintain profitable
operations.

         As reported in the Independent Auditors' Report on our June 30, 2002
financial statements, Quicktest had losses from operations, had no income, had
significant negative cash flows from operations, and had a net capital
deficiency that raised substantial doubt about Quicktest's ability to continue
as a going concern.

RESULTS OF OPERATION

Fiscal Year Ended June 30, 2002 Compared with the Fiscal Year Ended June 30, 2001

         Based on the fact that operations began during the fiscal year ended
June 30, 2002, we cannot compare operations for the same period ended June 30,
2001.

         For the year ended June 30, 2002, Quicktest had no revenues. Quicktest
had a net operating loss of approximately $3,776,000 for the year ended June 30,
2002. The largest expense of the operation was for non-cash consulting fees of
pproximately $3,400,000 to related  parties for services  rendered in the
research and development of the products. The second largest expense of
approximately $204,000 was for marketing and promotion fees paid for sales and
marketing consulting.

                                       16




Three Months Ended September 30, 2002 Compared with the Three Months Ended September 30, 2001

         For the three months ended September 30, 2002 and 2001, Quicktest had
no revenues. Quicktest had a net operating loss for the three months ended
September 30, 2002 of approximately $318,000, as compared to a net operating
loss of approximately $7,000 for the three months ended September 30, 2001. The
reason for the increased net operating loss was due to the expansion of the
research and development of products. The largest expense of the operations for
the three months ended September 30, 2002 was for consulting fees of
approximately $143,000 to related parties for services rendered in the
research and development of the products. The second largest expense of
approximately $54,000 was for marketing and promotion fees to a related
party for sales and marketing consulting.

 LIQUIDITY

         During the three months ended September 30, 2002, Quicktest's net cash
position decreased by $31,747 from a beginning balance of $62,391 as of June 30,
2002. As of September 30, 2001, Quicktest had $0 cash. During the three months
ended September 30, 2002 Quicktest had a loss from continuing operations of
approximately $318,000. During the three months ended September 30, 2002
Quicktest generated net cash of $350,000 from financing activities (as described
below), and during this time Quicktest's operating activities utilized net cash
of $373,296 and Quicktest's investing activities utilized net cash of $8,451 for
a negative cash flow of $31,747.

         Also during the three months ended September 30, 2002, Quicktest had a
decrease in trade accounts payable of approximately $56,000 as compared to an
increase of approximately $8,000 during the same period in 2001. Quicktest's
financing activities during the three months ended September 30, 2002 included
an advance of $300,000 from Moneyzone.com, Inc. ("Moneyzone," the entity merging
with Quicktest), and $50,000 received from two of Moneyzone's majority
shareholders in the form of a promissory note (See notes to September 30, 2002
financial statements). The funds from Moneyzone are advances from Moneyzone
pending effectiveness of the merger pursuant to the Agreement and Plan of
Reorganization. Upon effectiveness of the merger, this advance will become a
capital infusion into Quicktest. In the event the merger is not declared
effective, Quicktest will be obligated to repay this advance.

CAPITAL RESOURCES

         Quicktest does not currently have any material commitments for capital
expenditures in the short term other then those expenditures incurred in the
ordinary course of business.

         Since inception, Quicktest's operating and investing activities have
used all cash from financing activities. Since Quicktest will continue to
require working capital to fund the growth and development of the business,
Quicktest expects to continue to experience negative operating cash flows for
the next 12 months.

                                       17




         It is anticipated that available cash resources will be insufficient to
meet anticipated working capital needed through the remainder of the next 12
months. In order to fund continuing operations for the next 12 months, Quicktest
will have to raise additional capital. The funds will be used to assist in
operating activities and allow Quicktest to accelerate the research and
development needed to bring the products to market.

         While Quicktest believes that sustainable profitability is achievable
when its products are fully developed and brought to market, and Quicktest
intends to continue the strategy of developing products to bring to market,
Quicktest has never had any income, may never have any income, and there is no
guarantee that any of these products will ever be brought to market. Should
Quicktest achieve profitability in any period, it cannot be certain that it will
sustain or increase such profitability on a quarterly or annual basis.

         From inception through September 30, 2002, Quicktest generated no
revenue and incurred total expenses of approximately $4,100,000. To date,
Quicktest has funded its capital requirements and business operations primarily
with funds provided from the sale of Quicktest's common stock, shareholder
borrowings, and services rendered by vendors in exchange for common stock in
Quicktest. From inception to September 30, 2002, Quicktest has received
approximately $4,000,000 from the sale and/or conversion of services and
accounts payable into shares of common stock of Quicktest at estimated fair
market value at the time of issuance.

         The Independent Auditors' Report on our June 30, 2002 financial
statements includes an explanatory paragraph stating that the recurring losses
incurred from operations and a working capital deficiency raise substantial
doubt about our ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Former Accountants

         Hoffski & Pisano CPAs, the accountant who performed an initial audit of
the financial statements of Quicktest as of June 30, 2002, which was included in
the Schedule 14C Amendment No. 1 of Moneyzone, and Quicktest mutually agreed
that Hoffski & Pisano would no longer serve as independent accountants for
Quicktest. The services of Hoffski & Pisano were terminated on October 14, 2002.

         The report of Hoffski & Pisano did not contain an adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope, or
accounting principles.  However, the report contained a paragraph expressing
substantial doubt about Quicktest's ability to continue as a going concern.
Hoffski & Pisano did not serve as independent accountants for Quicktest during
any prior periods.

         The decision to change accountants was approved by the board of
directors.

         In connection with its audit for the year ended June 30, 2002 and
through October 14, 2002, there were no disagreements with Hoffski & Pisano,
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Hoffski & Pisano's satisfaction, would have caused it to make
reference to the subject matter of the disagreement(s) in their report on the
financial statements for such years.

         During the most recent year ended June 30, 2002 and through October 14,
2002, there have been no reportable events (as defined in Regulation S-B Item
304(a)(1)(iv)(B)).

         On October 14, 2002 Quicktest engaged Corbin & Wertz as its independent
accountant to audit Quicktest's June 30, 2002 financial statements.
Additionally, Quicktest did not consult Corbin & Wertz regarding the application
of accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on Quicktest's financial
statements and neither written or oral advice was provided that was an important
factor considered by Quicktest in reaching a decision as to accounting, auditing
or financial reporting issues.

Quicktest has provided Hoffski & Pisano with a copy of the foregoing disclosures
and has requested that Hoffski & Pisano furnish it with a letter addressed to
the SEC stating whether or not it agrees with the above statements. Such letter
will be filed as an Exhibit to this Schedule 14C to the SEC.

MERGER

On July 15, 2002, Quicktest entered into an Agreement and Plan of Reorganization
("Agreement") with Moneyzone.com, Inc. ("Moneyzone"), which sets forth the terms
and conditions of a proposed business combination between Quicktest and
Moneyzone. Pursuant to the terms of the Agreement, the common stock of Quicktest
will be converted into 1.33 shares of Moneyzone's common stock, with Moneyzone
being the surviving corporation. After considering the number of Quicktest
common shares outstanding and contemplated issuance of additional shares for
additional contemplated transactions, it is expected that an aggregate of
25,000,000 shares of Moneyzone's common stock will be used in total. The
shareholders of Moneyzone will retain 3,000,000 shares of common stock.

                                       18





                             Capital Stock Increase

The Board of Directors and holders of a majority of the outstanding Common Stock
of the Company authorized and approved by written consent an amendment of the
Certificate of Incorporation of the Company to increase the total amount of the
Company's authorized Common Stock, from 25,000,000 shares to 100,000,000 shares
(the "Capital Stock Increase"). This increase will be effected pursuant to an
amendment of the Company's Certificate of Incorporation (the "Amendment"). A
copy of the Amendment is attached . The Amendment will be filed with
the Delaware Secretary of State as soon as reasonably practicable as allowed
pursuant to applicable laws.

The Capital Stock Increase, if it occurs, may affect any given stockholder's
proportionate equity interest in the Company, but will not affect the relative
rights, preferences, privileges or priorities of any stockholder.

Effect of Increase in Total Authorized Common Stock of the Company
- ------------------------------------------------------------------

The principal effect of the Stock Increase will be to increase the total
amount of authorized Common Stock of the Company from 25,000,000 shares to
100,000,000 shares. The respective voting rights and other rights that accompany
the Common Stock will not be altered by the increase, and the par value of the
Common Stock will remain at $0.15 per share. The Board of Directors, in
connection with the Merger, agreed to issue an aggregate of approximately
25,000,000 shares of Common Stock (post split), such issuances facilitated the
need to increase the number of authorized shares of Common Stock. Consequently,
the Board of Directors effectively will have the authority to issue 72,000,000
more shares of Common Stock than it had the authority to issue prior to the
Capital Stock Increase. After giving effect to the Capital Stock Increase, the
number of outstanding shares of Common Stock (as of the Record Date) would
remain the same but the number of shares of Common Stock which would be
available for issuance by the Company would increase to 72,000,000 shares.

All authorized but unissued shares of Common Stock will be available for
issuance from time to time for any proper purpose approved by the Board of
Directors including the financing of future operations (including issuances in
connection with stock-based employee benefit plans, stock splits or dividends
and issuances to raise capital or effect acquisitions).

Stockholders do not have any preemptive or similar rights to subscribe for or
purchase any additional shares of Common Stock that may be issued in the future,
and therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.

Reasons for the Capital Stock Increase
- --------------------------------------

The Agreement pursuant to which the Company merges with Quicktest obligates the
Company to increase its authorized shares of common stock.

The Board of Directors believes it will be beneficial to the Company to
authorize additional common stock, in order to position the Company to take
advantage of future opportunities for the issuance of equity securities in
connection with financings, possible future acquisitions, other programs to
facilitate expansion and growth, and for other general corporate purposes,
including stock dividends, stock splits and employee benefit plans, without the
delay and expense incident to the holding of a special meeting of stockholders
to consider any specific issuance. The additional authorized shares of common
stock could be issued in public or private offerings in order to raise capital
for various purposes. Authorized shares may be issued at such times, to such
persons, and for such consideration as the Board of Directors determines at the
time to be in the best interests of the Company, without further authorization
from the Stockholders, subject to the listing rules of any securities exchange
or automated quotation system to which the Company's common stock may be subject
at any time in the future.

The authorization of additional shares of common stock will not, by itself, have
any effect on the right of holders of existing shares of common stock. Any new
shares of common stock, when issued, would have the same rights and privileges
as the shares of common stock presently outstanding.

The Capital Stock Increase, may affect any given stockholder's proportionate
equity interest in the Company, but will not affect the relative rights,
preferences, privileges or priorities of any stockholder.


                                       19



                                   Name Change

Reasons for the Name Change
- ---------------------------

The Company's Board of Directors agreed to change the name of the Company in
connection with the closing of the Merger and believe that the change of the
Company's name is desirable in view of the change in the character and strategic
focus of the Company's business resulting from the Merger described below
herein.

The change in corporate name will not affect the status of the Company or the
rights of any stockholder in any respect, or the validity or transferability of
stock certificates presently outstanding. The Company's stockholders will not be
required to exchange stock certificates to reflect the new name. If a
stockholder's shares of common stock are represented currently by a physical
certificate, that certificate will continue to represent such stockholder's
ownership of such shares.

In connection with the name change, the Company intends to apply for a new
trading symbol. The trading symbol will become effective as soon as practicable
after the effective date of the action.

                                   Directors

In accordance with the terms of the Agreement, the current directors of the
Company have agreed to tender their resignation and to appoint nominees of
Quicktest to the Board of Directors. Quicktest has nominated Timothy J. Owens,
Steven H. Reder, and Michael Kessler to serve on the Board of Directors. The
individuals, when elected, will serve until the next annual stockholders'
meeting and until their successors are duly elected and qualified. Certain
persons who own in excess of a majority of our outstanding voting securities
have agreed to vote in favor of all of the proposals, which include the election
of these persons to the Board of Directors. Biographical information on the
nominees is set forth below.

Board of Directors and Officers
- -------------------------------

Name                               Age                   Position
- ------------------------------------------------------------------------------

Timothy J. Owens                   47                 Director, CEO, CFO

Steven H. Reder                    44                 President, Secretary

Michael Kessler                    46                 Vice President


Mr. Timothy J. Owens
- --------------------

For the past 21 years, Mr. Owens has operated a financial consulting firm,
Timothy J. Owens and Associates, both in Washington State and California. Since
1994, Mr. Owens has used the proceeds of his successful financial services
practice to fund product development for business and Human Resource (H.R.)
automation and delivery. Mr. Owens' received his Masters of Science Degree in
Finance from La Salle University, Louisiana. Mr. Owens' also received letters of
academic excellence in engineering from President Gerald R. Ford and President
James Carter in 1976 and 1978.

Steven Reder
- ------------

Mr. Reder has over 18 years experience in manufacturing as the Vice President of
finance. Along with other achievements, he developed many innovative new
directions for Delta Lithograph Co, a Bertlesmann Company. He was responsible
for acquisitions along with generating investment inquiries. He set up company
annual budgets as well as a proprietary budget system for all cost centers. In
1994, Mr. Reder was presented with the opportunity to take over a company from
that was being reposed from the IRS. He took this company from bankruptcy to
profitable status within one year Mr. Reder recently sold this company to join
Quicktest.

Michael Kessler
- ---------------

Mr. Kessler has over 25 years experience in clinical research, executive level
marketing, merchandising, retail site development, public relations, and product
development. He was in charge of General Nutrition Centers Corporate Marketing
and Research Division, Vice President of Marketing for Diet Centers, and
Executive Vice President of American Health & Diet Corporation and the Executive
Vice President of Sales and Marketing for Omni Nutraceuticals.

Special Note Regarding Forward-Looking Statements.
- -------------------------------------------------

This Information Statement contains certain forward-looking statements with
respect to the financial condition, results of operations, business strategies,
operating efficiencies or synergies, competitive positions, growth opportunities
for existing products, plans and objectives of management, markets for stock and
other matters. Statements in this Information Statement that are not historical
facts are hereby identified as "forward-looking statements.' Such
forward-looking statements, including, without limitation, those relating to the
future business prospects, revenues and income, wherever they occur in this
Information Statement, are necessarily estimates reflecting the best judgment of
the management of the Company and Quicktest and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Such forward-looking statements
should, therefore, be considered in light of various important factors,
including those set forth in this Information Statement. Words such as
`estimate', `project', `acquisition', `intend', `expect', `believe' and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are found at various places throughout this
Information Statement. The Company's stockholders are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date they were made.

By Order of the Board of Directors



                                         --------------------------------
                                            John Iannetta, President

EX-10.1

                              CERTIFICATE OF MERGER
                                       OF
                               MONEYZONE.COM, INC.
                                       AND
                                QUICKTEST 5, INC.

It is hereby certified that:

        1. The constituent business corporations participating in the merger
           herein certified are:

           (i) Moneyzone.com, Inc., which is incorporated under the laws of the
               State of Delaware; and

          (ii) Quicktest 5, Inc., which is incorporated under the laws of the State
               of Delaware.

        2. An Agreement of Merger has been approved, adopted, certified, executed,
           and acknowledged by each of the aforesaid constituent corporations in
           accordance with the provisions of subsection (c) of Section 251 of the
           General Corporation Law of the State of Delaware.

        3. The name of the surviving corporation in the merger herein certified
           is QT 5, Inc., which will continue its existence as said surviving
           corporation under the name QT 5, Inc. upon the effective date of said
           merger pursuant to the provisions of the General Corporation Law of
           the State of Delaware.

        4. The Certificate of Incorporation of Moneyzone.com, Inc. is to be
           amended and changed by reason of the merger herein certified by
           striking out articles FIRST, and FOURTH (a) thereof, relating to the
           name, the purposes, and the authorized capital stock of said surviving
           corporation, and by substituting in lieu thereof the following articles:

                  "FIRST:  The name of the corporation shall be QT 5, Inc."

                  "FOURTH:  (a) The total number of shares of stock which the
                            Corporation  shall have authority to issue is One
                            Hundred Million (100,000,000) shares of common stock,
                            par value $.15 per share (the "Common Stock").

and said Certificate of Incorporation as so amended and changed shall continue
to be the Certificate of Incorporation of said surviving corporation until
further amended and changed in accordance with the provisions of the General
Corporation Law of the State of Delaware.

        5. The executed Agreement of Merger between the aforesaid constituent
           corporations is on file at an office of the aforesaid surviving
           corporation, the address of which is as follows:

                       5655 Lindero Canyon Road, Suite 120
                       Westlake Village, California 91362

        6. A copy of the aforesaid Agreement will be furnished by the aforesaid
           surviving corporation, on request, and without cost, to any stockholder
           of each of the aforesaid constituent corporations.

        7. The Merger between the aforesaid constituent corporations shall be
           effective on _________, 2002.

Dated:

                                               Moneyzone.com, Inc.

                                            By:_________________________
                                                John Iannetta, President

Dated:

                                               Quick Test 5, Inc.


                                            By:__________________________

EX-10.2

                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                              Moneyzone.com, Inc.,

                                       AND

                               Quicktest 5, Inc.,

                            Dated as of July 15, 2002



                      AGREEMENT AND PLAN OF REORGANIZATION


THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered
into as of July 15, 2002, by and among Moneyzone.com, Inc., a Delaware
corporation ("MOZN"), and Quicktest 5, Inc., a Delaware corporation (the "Q5").


                                    RECITALS

WHEREAS, the Boards of Directors of each of Q5, and MOZN believe it is in the
best interests of each company and their respective shareholders that MOZN merge
with and into Q5 (the "Merger") and, in furtherance thereof, have approved the
Merger;


WHEREAS, pursuant to the Merger, among other things, all of the issued and
outstanding capital stock of Q5 shall be converted into the right to receive the
consideration set forth herein, and MOZN will assume all outstanding stock
options and warrants of Q5;

WHEREAS, Q5, on the one hand, and MOZN, on the other hand, desire to make
certain representations, warranties, covenants and other agreements in
connection with the Merger; and

WHEREAS, the parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended.

NOW, THEREFORE, in consideration of the covenants, promises and representations
set forth herein, and for other good and valuable consideration, the parties
agree as follows:

                                    ARTICLE I
                                   THE MERGER

1.1 The Merger. At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of the Delaware General Corporation Law ("Delaware
Law"), Q5 shall be merged with and

into MOZN, the separate corporate existence of Q5 shall cease and MOZN shall
continue as the surviving corporation and its name shall be changed to QT5, Inc.
The surviving corporation after the Merger is hereinafter sometimes referred to
as the "Surviving Corporation."

1.2 Effective Time. Unless this Agreement is terminated earlier pursuant
to either Sections 5.1 or 7.1 hereof, the

closing of the Merger (the "Closing") will take place as promptly as
practicable, but in any event no later than five (5) business days following the
approval of the Merger by MOZN shareholders and by the stockholders of Q5 and
the satisfaction or waiver of the conditions set forth in Article VI. The date
upon which the Closing occurs is herein referred to as the "Closing
Date." On the Closing Date, the parties hereto shall cause the Merger to be
consummated by filing an Certificate of Merger (or like instrument), with an
officer's certificate of each constituent corporation attached, with the
Secretary of State of the State of Delaware (the "Merger Agreement"), in
accordance with the applicable provisions of Delaware Law (the time of acceptance
by the Secretary of State of the State of Delaware of such filing being referred
to herein as the "Effective Time").


1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall
be as provided in the applicable provisions of Delaware Law. Without limiting
the generality of the foregoing, and subject thereto, at the Effective Time, the
Surviving Corporation shall possess all the property, rights, privileges, powers
and franchises, and all debts, liabilities and duties of the Surviving
Corporation.

1.4 Articles of Incorporation; Bylaws.

                  (a)      At the Effective Time, the Articles of Incorporation
                           of the Surviving Corporation shall be amended in full
                           to read as set forth on Exhibit B attached hereto.


                  (b)      Unless otherwise determined by Q5 prior to the Effective
                           Time, the Bylaws of Q5, as in effect immediately prior
                           to the Effective Time, shall be the Bylaws of the
                           Surviving Corporation at the Effective Time until
                           thereafter amended in accordance with  Delaware Law
                           and as provided in the Certificate of Incorporation
                           and such Bylaws.

1.5 Directors and Officers. The directors of Q5 immediately prior to the
Effective Time shall be the directors of the- Surviving Corporation immediately
after the Effective Time, each to hold the office of director of the Surviving
Corporation in accordance with the provisions of Delaware Law and the
Certificate of Incorporation and Bylaws of the Surviving Corporation until his
or her successor is duly qualified and elected. The officers of Q5 immediately
prior to the Effective Time shall be the officers of the Surviving Corporation
immediately after the Effective Time, each to hold office in accordance with the
provisions of the Bylaws of the Surviving Corporation.

1.6 Effect of Merger on the Capital Stock of the Constituent Corporations.

                  (a)      Certain Definitions.  For all purposes of this
                           Agreement, the following terms shall have the following
                           meanings:

                           "Q5 Common Stock" shall mean outstanding shares of
                           common stock of Q5.


                           "Q5 Options" shall mean all outstanding options or
                           other rights to purchase shares of Q5 Common Stock
                           issued pursuant to Q5 Stock Option Plan and all
                           warrants and other rights to purchase Q5 Common Stock.

                           "Q5 Stock Option Plan" shall mean Q5's Stock
                           Incentive Plan.

                           "GAAP" shall mean U.S. generally accepted
                           accounting principles.

                           "Knowledge" shall mean the actual knowledge of
                           such entity's current officers and directors and the
                           knowledge that any such officer or director would
                           have obtained of the matter represented after due and
                           diligent inquiry thereof under the circumstances.

                           "MOZN Common Stock" shall mean shares of the common
                           stock, par value $0.15 per share, of MOZN.

                           "MOZN Common Stock Consideration" shall mean that
                           number of shares of MOZN Common Stock equal to the
                           product of (x) the Stock Exchange Ratio multiplied by
                           (y) the number of shares of Q5 Common Stock validly
                           issued and outstanding immediately prior to the
                           Effective Time.

                           "Shareholder" shall mean each holder of any Q5 Common
                           Stock immediately prior to the Effective Time.

                           "Stock Exchange Ratio" shall mean 1.33.

                           "Trading Price" shall mean the average closing price
                           of one share of MOZN Common Stock as reported on the
                           OTC Bulletin Board for the five (5) consecutive
                           trading days ending on the trading day immediately
                           preceding the Effective Date.

                  (b)      Effect on Capital Stock.  At the Effective Time, by
                           virtue of the Merger and without any action on the part
                           of Q5 or MOZN, or the Shareholders, each share of
                           Q5 Common Stock issued and outstanding immediately
                           prior to the Effective Time (other than any Dissenting
                           Shares (as defined in Section 1.7)) will be canceled
                           and extinguished and be converted automatically into
                           the right to receive, upon surrender of the
                           certificate representing such share of Q5 Common Stock
                           and upon the terms and subject to the conditions set
                           forth below and throughout this Agreement, including,
                           without limitation Sections 1.6(f) and (g) hereof, such
                           shares of MOZN Common Stock equal to the Stock Exchange
                           Ratio.

                  (c)      Assumption of Q5 Stock Options, Warrants and Other
                           Rights to Purchase Q5 Common Stock.  At the Effective
                           Time, under this Agreement, each Q5 Option will
                           be assumed by MOZN, and will continue to have, and
                           be subject to, the same terms and conditions governing
                           such Q5 Option immediately prior to the Effective
                           Time (including, without limitation, any vesting
                           schedule or repurchase rights), except that (i) each
                           Q5 Option will be exercisable (or will become
                           exercisable in accordance with its terms) for that
                           number of whole shares of MOZN Common Stock equal
                           to the product of the number of shares of Q5 Common
                           Stock that were issuable upon exercise of such Q5
                           Option immediately prior to the Effective Time
                           multiplied by the Stock Exchange Ratio, rounded
                           down to the nearest whole number of shares of MOZN
                           Common Stock, and (ii) the per share exercise
                           price for the shares of MOZN Common Stock issuable
                           upon exercise of such assumed Q5 Option will be equal
                           to the quotient determined by dividing the exercise
                           price per share of Q5 Common Stock at which such Q5
                           Option was exercisable immediately prior to the
                           Effective Time by the Stock Exchange Ratio, rounded
                           up to the nearest whole cent.  It is the intention
                           of the parties that the assumed Q5 Options qualify
                           to the maximum extent possible following the Effective
                           Time as incentive stock options as defined in
                           Section 422 of the Code to the extent such options
                           qualified as incentive stock options prior to the
                           Effective Time.

                  (d)      Withholding Taxes.  All MOZN Common Stock issuable
                           pursuant to Section 1.6 shall be subject to, and reduced
                           by, the amount of any state, federal and foreign
                           withholding taxes incurred by or applicable to a
                           Shareholder (and that has not been previously paid by
                           or on behalf of such Shareholder or Q5) in connection
                           with the Merger, the acquisition of Q5 Common Stock
                           upon the exercise of Q5 Options, the acceleration of
                           the vesting of any Q5 Option or any Q5 Common Stock or
                           the payment of a bonus in the form of Q5 Common Stock.

                  (e)      Fractional Shares.  No fractional share of MOZN
                           Common Stock shall be issued in the Merger.  In lieu
                           thereof, any fractional share, after aggregating all
                           shares held by a Shareholder, shall be rounded down
                           to the nearest whole share of MOZN Common Stock and to
                           the extent required by Delaware Law, such Shareholder
                           will be entitled to receive an amount of cash equal
                           to the fractional shares to which such Shareholder
                           would be entitled, multiplied by the Trading Price.

                  (f)      Adjustments to Stock Exchange Ratio. The Stock Exchange
                           Ratio shall be adjusted to reflect fully the effect
                           of any stock split, reverse split, dividend
                           (including any dividend or distribution of cash,
                           assets or securities convertible into MOZN Common
                           Stock or Q5 Common Stock), distribution,
                           reorganization or recapitalization with respect to
                           MOZN Common Stock or Q5 Common Stock occurring after
                           the date hereof and prior to the Effective Time.

 1.7 Dissenting Shares.

                  (a)      Notwithstanding any provision of this Agreement to the
                           contrary, any shares of Q5 Common Stock held by a
                           holder who has exercised and perfected appraisal rights
                           for such shares in accordance with Delaware Law and
                           who, as of the Effective Time, has not effectively
                           withdrawn or lost such dissenter's rights ("Dissenting
                           Shares"), shall not be converted into or represent a
                           right to receive the consideration for Q5 Common Stock
                           pursuant to Section 1.6, but the holder thereof shall
                           only be entitled to such rights as are granted by
                           Delaware Law.

                  (b)      Notwithstanding the provisions of Section 1.7(a), if
                           any holder of Dissenting Shares shall effectively
                           withdraw or lose (through failure to perfect or
                           otherwise) his or her dissenter's rights, then, as of
                           the later of the Effective Time and the occurrence of
                           such event, such holder's shares shall automatically
                           be converted into and represent only the right to
                           receive the consideration for Q5 Common Stock as
                           provided in Section 1.6, without interest thereon, upon
                           surrender of the certificate representing such shares.

                  (c)      Q5 shall give MOZN (i) prompt written notice of any
                           written demand for purchase received by Q5 pursuant to
                           the applicable provisions of Delaware Law and (ii) the
                           opportunity to participate in all negotiations and
                           proceedings with respect to such demands.  Q5 shall not,
                           except with the prior written consent of MOZN,
                           voluntarily make any payment with respect to any such
                           demands or offer to settle or settle any such demands.

1.8 Surrender of Certificates.

                  (a)      Exchange Agent.  An institution selected by Q5 and
                           reasonably satisfactory to MOZN shall serve as exchange
                           agent (the "Exchange Agent") in the Merger.

                  (b)      MOZN to Provide Shares.  Prior to the Closing, MOZN
                           shall deliver Certificates representing the shares of
                           MOZN Common Stock representing the MOZN Common Stock
                           Consideration (in the aggregate amount to be issued
                           in the Merger) to the Exchange Agent for exchange
                           in accordance with this Article I.

                  (c)      Exchange Procedures.  As soon as practicable after
                           the execution of this Agreement, MOZN shall cause the
                           Exchange Agent to mail to each holder of record
                           (as of such date) of a certificate or certificates
                           (the "Certificates") which immediately prior to the
                           Effective Time represented outstanding shares of Q5
                           Common Stock whose shares were converted into the right
                           to receive shares of MOZN Common Stock pursuant to
                           Section 1.6: (i) a letter of transmittal (which shall
                           specify that delivery shall be effected, and risk of
                           loss and title to the Certificates shall pass, only
                           upon delivery of the Certificates to the Exchange
                           Agent and shall be in such form and have such  other
                           provisions as MOZN may reasonably specify) and
                           (ii) instructions for use in effecting the surrender
                           of the Certificates in exchange for certificates
                           representing shares of MOZN Common Stock. Upon
                           surrender of Certificates for cancellation to the
                           Exchange Agent or to such other agent or agents as may
                           be appointed by MOZN, together with such letter of
                           transmittal, duly completed and validly executed in
                           accordance with the instructions thereto, the holders
                           of such Certificates shall receive in exchange
                           therefore certificates representing the number of whole
                           shares of MOZN Common Stock, and the Certificates so
                           surrendered shall forthwith be canceled. Until so
                           surrendered, outstanding Certificates will be deemed
                           from and after the Effective Time, for all corporate
                           purposes, subject to Section 1.8(d) as to the payment
                           of dividends, to evidence the ownership of the number
                           of full shares of MOZN Common Stock into which such
                           shares of Q5 Common Stock shall have been so converted
                           and the right to receive any dividends or distributions
                           payable pursuant to Section 1.8(d).

                  (d)      Distributions With Respect to Unexchanged Shares.
                           No dividends or other distributions declared or made
                           after the date of this Agreement with respect to MOZN
                           Common Stock with a record date after the Effective
                           Time will be paid to the holders of any unsurrendered
                           Certificates with respect to the shares of MOZN Common
                           Stock represented thereby until the holders of record
                           of such Certificates shall surrender such Certificates.
                           Subject to applicable law, following surrender of any
                           such Certificates, the Exchange Agent shall deliver
                           to the record holders thereof, without interest,
                           certificates representing whole shares of MOZN Common
                           Stock issued in exchange therefore and the amount of
                           any such dividends or other distributions with a record
                           date after the Effective Time payable with respect to
                           such whole shares of MOZN Common Stock.  No interest
                           shall accrue or be owed to a Shareholder with respect
                           to any amounts which the Shareholder has the right to
                           receive.

                  (e)      Transfers of Ownership. If any certificate for
                           shares of MOZN Common Stock is to be issued in a name
                           other than that in which a Certificate surrendered in
                           exchange therefore is registered, it will be a condition
                           of the issuance thereof that the Certificate so
                           surrendered will be properly endorsed and otherwise in
                           proper form for transfer and that the persons requesting
                           such exchange will have paid to MOZN or any agent
                           designated by it any transfer or other taxes required
                           by reason of the issuance of certificates for shares
                           of MOZN Common Stock in any name other than that of the
                           registered holder of the Certificate surrendered, or
                           established to the satisfaction of MOZN or any agent
                           designated by it that such tax has been paid or is not
                           payable.

                  (f)      No Liability.  Notwithstanding anything to the
                           contrary in this Section 1.8, none of the Exchange Agent,
                           the Surviving Corporation or any party hereto shall be
                           liable to a holder of shares of Q5 Common Stock for
                           any amount properly paid to a public official pursuant
                           to any applicable abandoned property, escheat or similar
                           law.

1.9  No Further Ownership Rights in Q5 Common Stock. All consideration
paid in respect of the surrender for exchange of shares of Q5 Common Stock in
accordance with the terms hereof shall be deemed to be full satisfaction of all
rights pertaining to such shares of Q5 Common Stock, and there shall be no
further registration of transfers on the records of the Surviving Corporation of
shares of Q5 Common Stock which were outstanding immediately prior to the
Effective Time. If, after the Effective Time, Certificates are presented to the
Surviving Corporation for any reason, they shall be canceled and exchanged as
provided in this Article I.

1.10  Lost, Stolen or Destroyed Certificates. In the event any
Certificates evidencing shares of Q5 Common Stock shall have been lost, stolen
or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen
or destroyed certificates, upon the making of an affidavit of that fact by the
holder thereof, such shares of MOZN Common Stock as may be required pursuant to
Section 1.8.

1.11  Taking of Necessary Action; Further Action. If, at any time after
the Effective Time, any further action is necessary or desirable to carry out
the purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of Q5 and MOZN, the officers and directors of Q5 and MOZN are
fully authorized in the name of their respective corporations or otherwise to
take, and will take, all such lawful and necessary action.

1.12 Tax and Accounting Consequences. It is intended by the parties
hereto that the Merger shall constitute a reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and
the parties hereby adopt this Agreement as a plan of reorganization. Each party
has consulted with its own tax advisors and accountants with respect to the tax
and accounting consequences, respectively, of the Merger.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Q5, on behalf of itself and its subsidiaries, represents and warrants to MOZN,
subject to such exceptions as are specifically disclosed in the disclosure
schedule (referencing the appropriate section and/or paragraph numbers)
previously supplied by Q5 to MOZN (the "Q5 Disclosure Schedule"), that on
the date hereof and as of the Effective Time, as though made at the Effective
Time, as follows:

2.1  Organization and Standing. Q5 is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has full corporate power and authority to conduct its business as presently
conducted and as proposed to be conducted by it and to enter into and perform
this Agreement and to carry out the transactions contemplated by this Agreement.
Q5 is duly qualified and in good standing to do business in each jurisdiction
where the failure to be so qualified would have a Q5 Material Adverse Effect (as
defined below). Each of Q5's subsidiaries is duly qualified to do business and
in good standing in each jurisdiction outside of the jurisdiction of its
formation in which the failure to be so qualified would have a Q5 Material
Adverse Effect. For all purposes of this Agreement, the term "Q5 Material
Adverse Effect" means any change, event or effect that is materially adverse to
the business, assets (including intangible assets), condition (financial or
otherwise), results of operations or prospects of Q5 and its subsidiaries, taken
as a whole. Q5 has delivered a true and correct copy of its Articles of
Incorporation and Bylaws, each as amended to date, to MOZN. Section 2.1 of Q5
Disclosure Schedule lists the directors and officers of Q5 and its subsidiaries.
The operations now being conducted by Q5 have not been conducted under any other
name.

2.2  Subsidiaries. Except as set forth in Section 2.2 of Q5 Disclosure
Schedule, Q5 does not have, and has never had, any subsidiaries and does not
otherwise own, and has not otherwise owned, any shares in the capital of or any
interest in, or control of, directly or indirectly, any corporation,
partnership, association, joint venture or other business entity. The entities
in which Q5 has a controlling interest are hereinafter occasionally referred to
collectively, as "Q5 Subsidiaries" and individually as a "Q5
Subsidiary."


2.3 Q5 Capital Structure.

                 (a)      The authorized capital stock of Q5 consists of 18,832,500
                          shares of Common Stock, of which 13,802,500 shares are
                          issued and outstanding.  All of the issued and outstanding
                          shares of Common Stock have been duly authorized and
                          validly issued and are fully paid and nonassessable.
                          Q5 has no authorized shares of preferred stock.  All
                          outstanding shares of Q5 Capital Stock are duly authorized,
                          validly issued, fully paid and non-assessable and not
                          subject to preemptive rights created by statute, the
                          Certificate of Incorporation or Bylaws of Q5 or any
                          agreement to which Q5 is a party or by which it is
                          bound and have been issued in compliance with federal
                          and state securities laws.  There are no declared or
                          accrued unpaid dividends with respect to any shares of
                          Q5's Common Stock.  Q5 has no other capital stock
                          authorized, issued or outstanding.

                  (b)     Except for Q5 Stock Option Plan, Q5 has never adopted
                          or maintained any stock option plans or other plan
                          providing for equity compensation of any person.  Q5
                          has reserved 5,030,000 shares of Q5 Common Stock for
                          issuance to employees and consultants pursuant to Q5
                          Stock Option Plan.  There are no agreements, written or
                          oral, between Q5 or Q5 Subsidiaries and any of their
                          shareholders or among any Q5 or Q5 Subsidiary shareholders
                          relating to the acquisition (including without limitation
                          rights of first refusal or preemptive rights), disposition,
                          registration under the Securities Act of 1933, as
                          amended (the "Securities Act"), or voting of the
                          capital stock of Q5.  Section 2.3(b) of Q5 Disclosure
                          Schedule also sets forth for each outstanding warrant
                          to purchase Q5 Common Stock (a "Q5 Warrant"),
                          the number of shares of Q5 Common Stock subject to such
                          Q5 Warrant and the exercise price of such Q5 Warrant.
                          Except as set forth on Section 2.3(b) of Q5 Disclosure
                          Schedule, there are no options, warrants, calls, rights,
                          commitments or agreements of any character, written or
                          oral, to which Q5 is a party or by which it is bound
                          obligating Q5 or any of its subsidiaries to issue,
                          deliver, sell, repurchase or redeem, or cause to be
                          issued, delivered, sold, repurchased or redeemed, any
                          shares of the capital stock of Q5 or obligating Q5 or
                          any of its subsidiaries to grant, extend, accelerate
                          the vesting of, change the price of, otherwise amend
                          or enter into any such option, warrant, call, right,
                          commitment or agreement.  There are no outstanding or
                          authorized stock appreciation, phantom stock, profit
                          participation, or other similar rights with respect to
                          Q5 or its subsidiaries. There are no voting trusts,
                          proxies, or other agreements or understandings with
                          respect to the voting stock of Q5.

2.4 Authority. Q5 has all requisite power and authority to enter into
this Agreement and any Related Agreements (as hereinafter defined) to which it
is a party and to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and any Related Agreements to which
Q5 is a party and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of Q5, and no further action is required on the part of Q5 to authorize the
Agreement, any Related Agreements to which it is a party and the transactions
contemplated hereby and thereby, subject only to the approval of this Agreement
by the Shareholders of record as of the Record Date. This Agreement and the
Merger have been unanimously approved by the Board of Directors of Q5. This
Agreement and any Related Agreements to which Q5 is a party have been duly
executed and delivered by Q5 and, assuming the due authorization, execution and
delivery by the other parties hereto and thereto, constitute the valid and
binding obligation of Q5 enforceable in accordance with their respective terms,
subject to the laws of general application relating to bankruptcy, insolvency
and the relief of debtors and to rules of law governing specific performance,
injunctive relief or other equitable remedies. The "Related Agreements"
shall mean all such ancillary agreements and certificates required in this
Agreement to be executed and delivered in connection with the transactions
contemplated hereby.

2.5  No Conflict. The execution and delivery by Q5 of this Agreement and
any Related Agreements to which Q5 is a party do not, and, the consummation of
the transactions contemplated hereby and thereby will not, conflict with, or
result in any violation of, or default under (with or without notice or lapse of
time, or both), or give rise to a right of termination, cancellation,
modification or acceleration of any obligation or loss of any benefit under (any
such event, a "Conflict") (i) any provision of the Certificate of
Incorporation and Bylaws of Q5, (ii) any mortgage, indenture, lease, contract or
other agreement or instrument (including without limitation any loan agreements,
credit agreements, notes, bonds, or benefit plans), permit, concession,
franchise or license to which Q5 or any of its subsidiaries or any of the their
respective properties or assets (including intangible assets) is subject, or
(iii) any judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Q5 or its respective properties or assets.

2.6  Consents. No consent, waiver, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other federal, state, county, local or other foreign governmental
authority, instrumentality, agency or commission ("Governmental Entity")
is required by or with respect to Q5 in connection with the execution and
delivery of this Agreement and any Related Agreements to which Q5 is a party or
the consummation of the transactions contemplated hereby and thereby, except for
(i) such consents, waivers, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable securities laws and
(ii) the filing of the Merger Agreement with the Secretary of State of the State
of Delaware.

2.7  Q5 Financial Statements. Section 2.7 of Q5 Disclosure Schedule sets
forth a complete and correct copy of the following financial statements: (i) the
audited balance sheet and statements of operations for Q5 for the period ended
December 31, 2000 and 2001 and the statement of operations of Q5 for the period
ending December 31, 2000 (the "Financials"). The Financials have been
prepared in accordance with GAAP. On or before the Closing Q5 shall provide MOZN
a current balance sheet (included in the definition of "Financials"). The
Financials fairly present in all material respects the consolidated financial
position of Q5 as at the respective dates thereof and the consolidated results
of its operations and cash flows for the periods indicated, except that the
unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments which will not be material in significance

2.8  Intentionally Omitted.


2.9  Intentionally Omitted.


2.10 Tax Matters.


                  (a)         Definition of Taxes.  For the purposes of this
                              Agreement, "Tax" or, collectively, "Taxes,"
                              means (i) any and all federal, state, local and
                              foreign taxes, assessments and other governmental
                              charges, duties, impositions and liabilities,
                              including taxes based upon or measured by gross
                              receipts, income, profits, sales, use and occupation,
                              and value added, ad valorem, transfer, franchise,
                              withholding, payroll, recapture, employment, excise
                              and property taxes, together with all interest,
                              penalties and additions imposed with respect to
                              such amounts; (ii) any liability for the payment
                              of any amounts of the type described in clause (i)
                              as a result of being a member of an affiliated,
                              consolidated, combined or unitary group for any
                              period; and (iii) any liability for the payment of
                              any amounts of the type described in clause (i) or
                              (ii) as a result of any express or implied obligation
                              to indemnify any other person or as a result of
                              any obligations under any agreements or arrangements
                              with any other person with respect to such amounts
                              and including any liability for taxes of a predecessor
                              entity.

                  (b)         Tax Returns and Audits. (i) As of the Effective
                              Time, Q5 and Q5 Subsidiaries will have prepared and
                              timely filed all required federal, state, local and
                              foreign returns, estimates, information statements
                              and reports ("Returns") relating to any and
                              all Taxes concerning or attributable to Q5 and all
                              Q5 Subsidiaries or their operations and such Returns
                              are true and correct and have been completed in
                              accordance with applicable law.

                                    (ii)   Q5 and Q5 Subsidiaries have not been
                                           delinquent of any material payment of
                                           any Tax nor is there any Tax deficiency
                                           outstanding, assessed or proposed
                                           against Q5 and any of Q5 Subsidiaries,
                                           nor have Q5 or any of Q5 Subsidiaries
                                           executed any waiver of any statute of
                                           limitations on or extending the period
                                           for the assessment or collection of
                                           any Tax.

                                    (iii)  No audit or other examination of any
                                           Return of Q5 or of any of Q5 Subsidiaries
                                           is presently in progress, nor have Q5
                                           or any of Q5 Subsidiaries been notified
                                           of any request for such an audit or
                                           other examination.

                                    (iv)   As of the Balance Sheet Date, Q5 and
                                           Q5 Subsidiaries have no liabilities
                                           for due but unpaid federal, state,
                                           local and foreign Taxes which have not
                                           been accrued or reserved against on
                                           the Balance Sheet, whether asserted
                                           or unasserted, contingent or otherwise.

                                    (v)    There are (and immediately following
                                           the Effective Time there will be) no
                                           liens, pledges, charges, claims,
                                           restrictions on transfer, mortgages,
                                           security interests or other encumbrances
                                           of any sort (collectively, "Liens")
                                           on the assets of Q5 and of Q5 Subsidiaries
                                           relating to or attributable to Taxes
                                           other than Liens for Taxes not yet due
                                           and payable.

                                    (vi)   Q5 and Q5 Subsidiaries have not filed
                                           any consent agreement under Section
                                           341(f) of the Code or agreed to have
                                           Section 341(f)(4) of the Code apply to
                                           any disposition of a subsection (f)
                                           asset (as defined in Section 341(f)(4)
                                           of the Code) owned by Q5 or of any of
                                           Q5 Subsidiaries.

                                    (vii)  Q5 and Q5 Subsidiaries are not parties
                                           to any tax sharing, indemnification or
                                           allocation agreement nor does Q5 or any
                                           of Q5 Subsidiaries owe any amount under
                                           any such agreement.

                                    (viii) Q5 and Q5 Subsidiaries are not and have
                                           never been at any time, "United States
                                           Real Property Holding Corporations"
                                           within the meaning of Section 897(c)(2)
                                           of the Code.

                                    (xii)  No adjustment relating to any Return
                                           filed by Q5 or any of Q5 Subsidiaries
                                           has been proposed formally or, to the
                                           Knowledge of Q5 or any of Q5 Subsidiaries,
                                           informally by any tax authority to Q5
                                           or any of Q5 Subsidiaries or any
                                           representative thereof.

                                    (xiii) Q5 and Q5 Subsidiaries have not
                                           participated (either as a "distributing"
                                           or "controlled" corporation) in any
                                           transaction described in Section 355
                                           of the Code.

2.11 Title to Properties and Assets. Except as reflected in the Financial
Statements or Section 2.11 of Q5 Disclosure Schedule, and except for (i) liens
for current taxes not yet due and payable; (ii) liens imposed by law and
incurred in the ordinary course of business for obligations not past due; (iii)
liens in respect of pledges or deposits under workers' compensation laws or
similar legislation; and (iv) minor defects in title, none of which,
individually or in the aggregate, materially interferes with the use of such
property, Q5 has good title to or a valid leasehold interest in all of its
properties and assets, which comprise all of the properties and assets reflected
on the Balance Sheet and all of the assets and properties used in the conduct of
its business as currently conducted, and none of such properties or assets is
subject to any lien of any nature whatsoever.

2.12 Intellectual Property. Q5 or Q5 Subsidiaries, owns, or has the
right to use under agreements ("Intellectual Property Rights
Agreements"), all of the patents, patent applications, design patents
and applications therefore, trademarks, service marks, trademark and
service mark applications, trade names, copyright registrations and
licenses (the "Intellectual Property Rights") currently used by Q5
and Q5 Subsidiaries or necessary for the conduct of Q5's and Q5
Subsidiaries' business as currently conducted and has taken all actions
reasonable in light of its financial position to protect the Intellectual
Property Rights. To Q5's Knowledge, except as set forth in Section 2.12 of
Q5 Disclosure Schedule, the business conducted or proposed to be conducted
by Q5 and Q5 Subsidiaries does not and will not cause Q5 and Q5
Subsidiaries to infringe or violate any of the patents, trademarks, service
marks, trade names, copyrights, mask-works, licenses, trade secrets,
processes, data, know-how or other intellectual property rights of any
other Person, and does not and will not require Q5 and Q5 Subsidiaries to
obtain any license or other agreement to use any patents, trademarks,
service marks, trade names, copyrights, mask-works, licenses, trade
secrets, processes, data, know-how or other intellectual property rights or
patents of others, except for licenses or agreements that can be obtained
in the ordinary course of business without unreasonable effort, delay, cost
or expense. The Intellectual Property Rights Agreements are valid, binding
and in full force and effect and Q5 and Q5 Subsidiaries are neither in
breach under any of the Intellectual Property Rights Agreements nor have
any Knowledge of any claim for breach under any Intellectual Property
Rights Agreements by the other parties thereto. To Q5's Knowledge, except
as set forth in Section 2.12 of Q5 Disclosure Schedule, there is no person
who is challenging, infringing on, or otherwise violating any right of Q5
or Q5 Subsidiaries with respect to any Intellectual Property Rights.
Neither Q5 nor any of Q5 Subsidiaries have received any notice or otherwise
has Knowledge of any pending claim, order or proceeding with respect to any
Intellectual Property Rights used by Q5 or Q5 Subsidiaries; and, to Q5's
Knowledge, no Intellectual Property Rights owned or used by Q5 or Q5
Subsidiaries are being used or enforced in a manner that would reasonably
be expected to result in the abandonment, cancellation or unenforceability
of such Intellectual Property Rights.

2.13  Material Contracts and Obligations. All material agreements or
commitments of any nature to which Q5 is a Party or by which it is bound,
including without limitation (i) each agreement that requires future
expenditures by Q5 in excess of $50,000 or that might result in payments to
Q5 in excess of $50,000, (ii) all written employment agreements not stated
on their face to be "at-will" employment agreements and all consulting
agreements, employee benefit, bonus, pension, profit-sharing, stock option,
stock purchase and similar plans and arrangements, and distributor and
sales representative agreements, and (iii) each agreement with any
Shareholder, officer or director of Q5, or any Affiliate of such Person,
including without limitation any agreement or other arrangement providing
for the furnishing of services by, rental of real or personal property
from, or otherwise requiring payments to, any such Person, other than
employment agreements required by (ii) (collectively, the "Material
Agreements") are valid, binding and in full force and effect. Q5 is
neither in breach under any of the Material Agreements nor, except as set
forth in Section 2.13 of Q5 Disclosure Schedule, has any Knowledge of any
claim for breach under any Material Agreements by the other parties
thereto.

2.14  Non-Compete Agreements. Except as set forth in Section 2.14 of
Q5 Disclosure Schedule, neither Q5 nor any of Q5 Subsidiaries is presently
bound by any non-compete agreements or any other agreements or arrangements
that limit or otherwise restrict Q5 or any of Q5 Subsidiaries or that
would, after the Effective Time, limit or restrict MOZN (or the Surviving
Corporation) from engaging or competing in any line of business or in any
geographical area.

2.15 Interested Party Transactions. Except as set forth in Section
2.15 of Q5 Disclosure Schedule, no employee, officer, director or
Shareholder of Q5 or member of his or her immediate family is indebted to
Q5, nor is Q5 indebted (or committed to make loans or extend or guarantee
credit) to any of them, other than (i) for payment of salary, bonuses, and
other compensation for services rendered, (ii) reimbursement for reasonable
expenses incurred on behalf of Q5, and (iii) for other employee benefits
made generally available to all employees. To Q5's Knowledge, none of such
individuals has any direct or indirect ownership interest in any Person
with whom Q5 is affiliated or with whom Q5 has a contractual relationship,
or any Person that competes with Q5, except that each employee,
Shareholder, officer or director of Q5 and members of their respective
immediate families may own less than 5% of the outstanding stock in
publicly traded companies that may compete with Q5. Except as set forth in
Section 2.14 of Q5 Disclosure Schedule, to Q5's Knowledge, no officer,
director or Shareholder or any member of their immediate families is,
directly or indirectly, interested in any material contract with Q5 (other
than such contracts as relate to any such individual's employment,
ownership of capital stock or other securities of Q5).

2.16  Litigation. Except as set forth in Section 2.16 of Q5
Disclosure Schedule, there is no action, suit or proceeding, or
governmental inquiry or investigation, pending, or, to Q5's Knowledge,
any basis therefore or threat thereof, against Q5 or any of its
officers or directors in their capacity as such officers and directors
that questions the validity of this Agreement or any Related Agreement
or the right of Q5 to enter into or perform this Agreement or any
Related Agreement, or that could reasonably be expected to have,
either individually or in the aggregate, any Q5 Material Adverse
Effect, or any material change in the current equity ownership of Q5,
nor is there any litigation pending, or, to Q5's Knowledge, any basis
therefore or threat thereof, against Q5 or any of its officers or
directors in their capacity as such officers and directors by reason
of the proposed activities of Q5 or negotiations by Q5 with possible
investors in Q5 or involving Q5's prior employment of any of Q5's
employees, their use in connection with Q5's business of any
Intellectual Property of any of their former employers or their
obligations under any agreements with their prior employers.

2.17 Compliance. Q5 has complied in all material respects with
all laws, regulations and orders applicable to its present and
proposed business and has all material permits, variances, orders,
approvals, and licenses required thereby. There is no term or
provision of any mortgage, indenture, contract, agreement or
instrument to which Q5 is a Party or by which it is bound or of any
provision of any existing state or federal judgment, decree, order,
statute, rule or regulation applicable to or binding upon Q5, that
would reasonably cause a Q5 Material Adverse Effect, or, so far as Q5
may now reasonably foresee, in the future is reasonably likely to
cause a Q5 Material Adverse Effect. To Q5's Knowledge, none of the
Shareholders nor any other employee of Q5 or Q5 Subsidiaries is in
violation of any term of any contract or covenant (either with Q5 or
with another entity) relating to employment, patents, proprietary
information disclosure, noncompetition or non-solicitation.

2.18 SEC Filings. None of the information supplied or to be
supplied by Q5 or any of Q5 Subsidiaries for inclusion or
incorporation by reference in (i) any materials to be filed with the
Securities and Exchange Commission (the "SEC") by MOZN in
connection with the issuance of the MOZN Common Stock in or as a
result of the Merger will, at the time such filing becomes effective
under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading; and (ii) the
materials to be filed with the SEC by Q5 and MOZN pursuant to Section
5.1(a) hereof will not contain, at the dates mailed to the
stockholders of MOZN and Q5, at the times of the Shareholders meeting
of Q5 (the "Q5 Shareholders' Meeting") and the Stockholders
meeting of MOZN (the "MOZN Stockholders' Meeting") in
connection with the transactions contemplated hereby and as of the
Effective Time, any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances
under which they are made, not misleading. The materials will comply
as to form in all material respects with the provisions of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations promulgated by the SEC
thereunder. Notwithstanding the foregoing, Q5 makes no representation
or warranty with respect to any information supplied by MOZN for use
in and which is contained in any of the foregoing documents.

2.19     Employee Matters and Benefit Plans.


                  (a)  Definitions. For purposes of this Section, the following
terms shall have the meanings set forth below:


                        (i) "Code" shall mean the Internal Revenue Code of 1986,
                             as amended;

                       (ii) "DOL" shall mean the Department of Labor;

                      (iii) "Employee" shall mean any current or former or
                             retired employee, consultant or director of Q5 or
                             any Q5 Subsidiary or any Affiliate;

                       (iv) "Employee Agreement" shall mean each management,
                             employment, severance, consulting, relocation,
                             repatriation, expatriation, visas, work permit or
                             other agreement, contract or understanding between
                             Q5 or any Q5 Subsidiary or any ERISA Affiliate and
                             any Employee;

                        (v) "ERISA" shall mean the Employee Retirement Income
                              Security Act of 1974, as amended;

                       (vi) "ERISA Affiliate" shall mean any other person or
                             entity under common control with Q5 or any Q5
                             Subsidiary within the meaning of Section 414(b),
                             (c), (m) or (o) of the Code and the regulations
                             issued thereunder;

                      (vii)  "IRS" shall mean the Internal Revenue Service;

                     (viii)  "Q5 Employee Plan" shall mean any plan, program,
                              policy, practice, contract, agreement or other
                              arrangement providing for compensation, severance,
                              termination pay, deferred compensation, performance
                              awards, stock or stock-related awards, fringe
                              benefits or other employee benefits or
                              remuneration of any kind, whether written or
                              unwritten or otherwise, funded or unfunded,
                              including without limitation, each "employee
                              benefit plan," within the meaning of Section 3(3)
                              of ERISA which is or has been maintained,
                              contributed to, or required to be contributed to,
                              by Q5 or any Q5 Subsidiary, or any ERISA Affiliate
                              for the benefit of any Employee, or with respect
                              to which Q5 or any Q5 Subsidiary, or any ERISA
                              Affiliate has or may have any liability or
                              obligation; and

                  (b)      Employee Plans.  Q5 and Q5 Subsidiaries are in
material compliance with Q5 Employee Plans.  Q5 and Q5 Subsidiaries do not have
any plan or commitment to establish any new Q5 Employee Plan or Employee
Agreements, to modify any Q5 Employee Plan (except to the extent required by law
or to conform any such Q5 Employee Plan to the requirements of any applicable
law, in each case as previously disclosed to Q5 in writing, or as required by
this Agreement), or to adopt or enter into any Q5 Employee Plan.

                  (c)      Employee Plan Compliance.  (i) Q5 and Q5 Subsidiaries
have performed in all material respects all obligations required to be performed
by them under, are not in material default or violation of, and have no
Knowledge of any default or violation by any other party to each Q5 Employee
Plan, and each Q5 Employee Plan has been established and maintained in all
material respects in accordance with its terms and in material compliance with
all applicable laws, statutes, orders, rules and regulations, including but not
limited to ERISA and the Code; (ii) each Q5 Employee Plan intended to qualify
under Section 401(a) of the Code and each trust intended to qualify under
Section 501(a) of the Code has either received a favorable determination,
opinion, notification or advisory letter from the IRS with respect to each such
Q5 Employee Plan as to its qualified status under the Code or has remaining a
period of time under applicable Treasury regulations or IRS pronouncements in
which to apply for such a letter and make any amendments necessary to obtain a
favorable determination as to the qualified status of each such Q5 Employee
Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of
the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under
Section 4975 or Section 408 of ERISA (or any administrative class exemption
issued thereunder), has occurred with respect to any Q5 Employee Plan; (iv)
there are no actions, suits or claims pending, or, to the Knowledge of Q5 or any
Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims
for benefits) against any Q5 Employee Plan or against the assets of any Q5
Employee Plan; (v) there are no audits, inquiries or proceedings pending or, to
the Knowledge of Q5 or any of Q5 Subsidiaries, or any ERISA Affiliates,
threatened by the IRS or DOL with respect to any Q5 Employee Plan; and (vi)
neither Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any penalty
or tax with respect to any Q5 Employee Plan under Section 502(i) of ERISA or
Sections 4975 through 4980 of the Code.

                  (d)      Employment Matters. Q5 and Q5 Subsidiaries:  (i) are
in material compliance in all respects with all applicable foreign, federal,
state and local laws, rules and regulations respecting employment, employment
practices, terms and conditions of employment and wages and hours, in each case,
with respect to Employees; (ii) has withheld and reported all amounts required
by law or by agreement to be withheld and reported with respect to wages,
salaries and other payments to Employees; (iii) is not liable for any arrears of
wages or any taxes or any penalty for failure to comply with any of the
foregoing; and (iv) is not liable for any payment to any trust or other fund
governed by or maintained by or on behalf of any governmental authority, with
respect to unemployment compensation benefits, social security or other benefits
or obligations for Employees (other than routine payments to be made in the
normal course of business and consistent with past practice). To Q5's Knowledge,
there are no pending, threatened or reasonably anticipated claims or actions
against Q5 or any Q5 Subsidiary under any worker's compensation policy or
long-term disability policy.

                  (e)      Labor.  To Q5's Knowledge, no work stoppage or labor
strike against Q5 or any Q5 Subsidiary is pending, threatened or reasonably
anticipated. Q5 and Q5 Subsidiaries do not know of any activities or proceedings
of any labor union to organize any Employees.

         There are no actions, suits, claims, labor disputes or grievances
pending, or, to the Knowledge of Q5 or Q5 Subsidiaries, threatened or reasonably
anticipated relating to any labor, safety or discrimination matters involving
any Employee, including, without limitation, charges of unfair labor practices
or discrimination complaints, which, if adversely determined, would,
individually or in the aggregate, result in any liability to Q5 or Q5
Subsidiaries. Neither Q5 nor any of Q5 Subsidiaries has engaged in any unfair
labor practices within the meaning of the National Labor Relations Act. Q5 and
Q5 Subsidiaries are not presently, nor have they been in the past, a party to,
or bound by, any collective bargaining agreement or union contract with respect
to Employees and no collective bargaining agreement is being negotiated by Q5 or
any Q5 Subsidiary.

         2.20     Insurance.  Q5 maintains adequate insurance policies and
fidelity bonds covering the assets, business, equipment, properties, operations
and employees of Q5 and Q5 Subsidiaries. There is no claim by Q5 or any of Q5
Subsidiaries pending under any of such policies or bonds as to which coverage
has been questioned, denied or disputed by the underwriters of such policies or
bonds. All premiums due and payable under all such policies and bonds have been
paid, and Q5 and Q5 Subsidiaries are otherwise in compliance with the terms of
such policies and bonds (or other policies and bonds providing substantially
similar insurance coverage). Q5 and Q5 Subsidiaries do not have Knowledge of any
threatened termination of, or premium increase with respect to, any of such
policies.

         2.21     Minute Books.  The minutes of Q5 made available to counsel for
MOZN are the only minutes of Q5 and contain a reasonably accurate summary of all
meetings of the Board of Directors (or committees thereof) of Q5 and its
respective shareholders or actions by written consent since the time of
incorporation.

         2.22     Environmental Matters.

                  (a)      Hazardous Material.  Neither Q5 nor any of Q5
Subsidiaries has: (i) operated any underground storage tanks at any property
that Q5 or any of Q5 Subsidiaries has at any time owned, operated, occupied or
leased; or (ii) illegally released any material amount of any substance that has
been designated by any Governmental Entity or by applicable foreign, federal,
state, or local law to be radioactive, toxic, hazardous or otherwise a danger to
health or the environment, including, without limitation, PCBs, asbestos,
petroleum, and urea-formaldehyde and all substances listed as hazardous
substances pursuant to the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant
to the United States Resource Conservation and Recovery Act of 1976, as amended,
and the regulations promulgated pursuant to said laws (a "Hazardous Material"),
but excluding office and janitorial supplies properly and safely maintained. To
the Knowledge of Q5 and Q5 Subsidiaries, no Hazardous Materials are present as a
result of the actions of Q5 or any of Q5 Subsidiaries or as a result of any
actions of any other person or otherwise, in, on or under any property,
including the land and the improvements, ground water and surface water thereof,
that Q5 or any of Q5 Subsidiaries has at any time owned, operated, occupied or
leased.

                  (b)      Hazardous Materials Activities.  Neither Q5 nor any
of Q5 Subsidiaries has transported, stored, used, manufactured, disposed of,
released or exposed its employees or others to Hazardous Materials in violation
of any law in effect on or before the Effective Time, nor has either of them
disposed of, transported, sold, or manufactured any product containing a
Hazardous Material (any or all of the foregoing being collectively referred to
as "Hazardous Materials Activities") in violation of any rule, regulation,
treaty or statute promulgated by any Governmental Entity in effect prior to or
as of the date hereof to prohibit, regulate or control Hazardous Materials or
any Hazardous Material Activity.

                  (c)      Permits. Q5 and Q5 Subsidiaries currently hold all
environmental approvals, permits, licenses, clearances and consents (the
"Environmental Permits") necessary for the conduct of Q5's or any of Q5
Subsidiaries' Hazardous Material Activities, respectively, and other businesses
of Q5 or any of Q5 Subsidiaries, as such activities and businesses are currently
being conducted.

                  (d)      Environmental Liabilities.  No action, proceeding,
revocation proceeding, amendment procedure, writ, injunction or claim is
pending, or to the Knowledge of Q5 or any of Q5 Subsidiaries, threatened
concerning any Environmental Permit, Hazardous Material or any Hazardous
Materials Activity of Q5 or any of Q5 Subsidiaries. Neither Q5 nor any of Q5
Subsidiaries has Knowledge of any fact or circumstance which could reasonably be
expected to involve Q5 or any of Q5 Subsidiaries in any environmental litigation
or impose upon Q5 or any of Q5 Subsidiaries any environmental liability.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF MOZN

         MOZN represents and warrants to Q5, subject to such exceptions as are
specifically disclosed in the disclosure schedule (referencing the appropriate
section and/or paragraph numbers) delivered by MOZN to Q5 concurrently herewith
("MOZN Disclosure Schedule"), that on the date hereof and as of the Effective
Time, as though made at the Effective Time, as follows:

         3.1      Organization of MOZN.  MOZN is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware.
For all purposes of this Agreement, the term "MOZN Material Adverse Effect"
means any change, event or effect that is materially adverse to the business,
assets (including intangible assets), condition (financial or otherwise),
results of operations or prospects of the MOZN, taken as a whole. MOZN has
delivered a true and correct copies of its Certificate of Incorporation and
Bylaws, each as amended to date, to Q5. Section 3.1 of MOZN Disclosure Schedule
lists the directors and officers of each of the MOZN.

         3.2      MOZN Subsidiaries.  MOZN does not have any subsidiaries.

         3.3      Capital Structure of MOZN.

                  (a)      At the time of the closing of the transactions
contemplated by this Agreement, the authorized stock of MOZN will consist of
100,000,000 shares of Common Stock, $0.15 par value, of which 3,000,000 shares
will be outstanding. All outstanding shares of capital stock of MOZN have been
duly authorized and validly issued, are fully paid and vested, and
non-assessable, and are not subject to preemptive rights created by statute, the
Certificate of Incorporation or Bylaws (or such other corporate formation
documents as may be applicable) of MOZN, or any agreement to which MOZN is a
party or by which it is bound.

                  (b)      Except for the MOZN Stock Option Plan set forth on
Section 3.3(b) of the MOZN Disclosure Schedule, MOZN have does not maintain any
stock option plans or other plan providing for equity compensation of any person.

                  (c)      Except as set forth on Section 3.3(b) of MOZN
Disclosure Schedule, there are no options, warrants, calls, rights, commitments
or agreements of any character, written or oral, to which MOZN is a party or by
which it is bound obligating MOZN to issue, deliver, sell, repurchase or redeem,
or cause to be issued, delivered, sold, repurchased or redeemed, any shares of
the capital stock of MOZN or obligating MOZN to grant, extend, accelerate the
vesting of, change the price of, otherwise amend or enter into any such option,
warrant, call, right, commitment or agreement.

                  (d)      At the time of the Closing of the transactions
contemplated by this Agreement, MOZN shall have a single class of Common Stock
not to exceed 3,000,000 shares with an additional 25,000,000 shares being issued
to Q5 in connection with the transactions contemplated herein.

         3.4      Authority.  MOZN has all requisite power and authority to
enter into this Agreement and any Related Agreements to which it is a party and
to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and any Related Agreements to which MOZN is a
party and the consummation of the transactions contemplated hereby and thereby
have been duly authorized by all necessary corporate action on the part of MOZN,
and no further action is required on the part of MOZN to authorize the
Agreement, any Related Agreements to which it is a party and the transactions
contemplated hereby and thereby subject only to the approval of this Agreement
by the stockholders of MOZN. This Agreement and the Merger have been approved by
the Board of Directors of MOZN. This Agreement and any Related Agreements to
which MOZN is a party have been duly executed and delivered by MOZN and,
assuming the due authorization, execution and delivery by the other parties
hereto and thereto, constitute the valid and binding obligation of MOZN
enforceable in accordance with their respective terms, subject to the laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and to rules of law governing specific performance, injunctive relief or other
equitable remedies.

         3.5      SEC Filings; Financial Statements.

                  (a)      MOZN has filed all forms, reports and documents
required to be filed with the SEC (collectively, the "MOZN SEC Reports"). The
MOZN SEC Reports (i) at the time they were filed, complied as to form in all
material respects with the requirements of the Securities Act or the Exchange
Act, as the case may be, and (ii) did not at the time they were filed (or if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact require to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Except to the extent set forth in the preceding sentence,
MOZN makes no representation or warranty whatsoever concerning the MOZN SEC
Reports as of any time other than the time they were filed.

                  (b)      Each of the consolidated financial statements
(including, in each case, any related notes thereto) (the "MOZN Financial
Statements") contained in the MOZN SEC Reports has been prepared in accordance
with GAAP applied on a consistent basis throughout the period involved (except
as may be indicated in the notes thereto) and each fairly presents in all
material respects the consolidated financial position of MOZN as at the
respective dates thereof and the consolidated results of its operations and cash
flows for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which will not be material in significance.

         3.6      Property.  MOZN does not own or lease any real property or
equipment.

         3.7      Intellectual Property.  MOZN does not have any Intellectual
Property.

         3.8      Agreements, Contracts and Commitments.  As of the date hereof,
except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN is not
bound by:

                  (i)      any employment or consulting agreement, contract or
commitment, other than confidentiality agreements, with an employee or individual
consultant or salesperson or consulting or sales agreement, contract or
commitment with a firm or other organization,

                  (ii)     any agreement or plan, including, without limitation,
any stock option plans, stock appreciation rights plan or stock purchase plan,
any of the benefits of which will be increased, or the vesting of benefits of
which will be accelerated, by the occurrence of any of the transactions
contemplated by this Agreement or the value of any of the benefits of which will
be calculated on the basis of any of the transactions contemplated by this
Agreement,

                  (iii)    any fidelity or surety bond or completion bond,

                  (iv)     any lease of personal property having a value
individually in excess of $50,000 or $100,000  in the aggregate,

                  (v)      any agreement, contract or commitment containing any
covenant limiting the freedom of MOZN to engage in any line of business or to
compete with any person,

                  (vi)     any agreement, contract or commitment relating to
capital expenditures and involving future payments in excess of $250,000
individually or $1,000,000 in the aggregate,

                  (vii)    any agreement, contract or commitment relating to the
disposition or acquisition of assets or any interest in any business enterprise
outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,

                  (viii)   any mortgages, indentures, loans or credit agreements,
security agreements or other agreements or instruments relating to the borrowing
of money or extension of credit,

                  (ix)     any purchase order or contract for the purchase of
materials involving in excess of $250,000 individually,

                  (x)      any construction contracts involving future
obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,

                  (xi)     any dealer, distribution, joint marketing or
development agreement,

                  (xii)    any sales representative, original equipment
manufacturer, value added, remarketer, reseller or independent software vendor
or other agreement for use or distribution of the products or services of MOZN
or any MOZN Subsidiary, or

                  (xiii)   any other agreement, contract or commitment that
involves $250,000 individually or is not cancelable without penalty within
thirty (30) days.

         3.9      Litigation.  There is no action, suit, claim or proceeding of
any nature pending, or, to the Knowledge of MOZN, threatened, against MOZN, or
their properties (tangible or intangible).  To the Knowledge of MOZN, there is
no investigation pending or threatened against MOZN, their properties by or
before any Governmental Entity.

         3.10     Employee Matters.  Section 3.10 of the MOZN Disclosure
Schedule contains an accurate and complete list of each MOZN employee and
consulting Agreements.

         3.11     Listing.  The Common Stock of MOZN is currently listed and
trading on the Over the Counter Bulletin Board.

                                   ARTICLE IV
                       CONDUCT PRIOR TO THE EFFECTIVE TIME

         4.1      Conduct of Q5.  During the period from the date of this
Agreement and continuing until the earlier of the termination of this Agreement
or the Effective Time, Q5 agrees (except to the extent that MOZN shall otherwise
consent in writing) to carry on Q5's business in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted, to pay the
debts and Taxes of Q5 when due, to pay or perform other obligations when due,
and, to the extent consistent with such business, use its commercially
reasonable efforts consistent with past practice and policies to preserve intact
Q5's present business organizations, keep available the services of Q5's present
officers and key employees and preserve Q5's relationships with customers,
suppliers, distributors, licensors, licensees, and others having business
dealings with it, all with the goal of preserving unimpaired Q5's goodwill and
ongoing businesses at the Effective Time. Q5 shall promptly notify MOZN of any
event or occurrence or emergency not in the ordinary course of business of Q5
and any material event involving Q5. Except as expressly contemplated by this
Agreement, Q5 and Q5 Subsidiaries shall not, without the prior written consent
of MOZN (which consent may be pursuant to electronic mail, and need not be
signed):

                  (a)      declare, set aside or pay any dividends on or make
any other distributions (whether in cash, stock or property) in respect of any
of its capital stock, or split, combine or reclassify any of its capital stock
or issue or authorize the issuance of any other securities in respect of, in
lieu of or in substitution for shares of capital stock of Q5, or repurchase,
redeem or otherwise acquire, directly or indirectly, any shares of the capital
stock of Q5 (or options, warrants or other rights exercisable therefore) except
for repurchases of shares of Q5 Common Stock from employees of Q5 in connection
with the termination of their employment with Q5; provided, however, that Q5 may
issue or authorize the issuance of its securities to the extent that the fully
diluted outstanding shares of Q5's capital stock following such issuance does
not exceed 19,000,000 shares of Q5 Common Stock;

                    (b)     issue, grant, deliver, or sell any shares of its
capital stock or securities convertible into, or subscriptions, rights, warrants
or options to acquire, or other agreements or commitments of any character
obligating it to issue or purchase any such shares or other convertible
securities, or accelerate the vesting of any stock options, except for the
issuance of shares of Q5 Common Stock upon the exercise or conversion of
options, warrants or other rights, or convertible securities outstanding on the
date hereof, and except for the grant of additional stock options, warrants, or
other convertible securities at a per share exercise price of at least 85% of
the fair market value; provided, however, that Q5 may issue, grant, deliver, or
sell any shares of its capital stock or securities convertible into, or
subscriptions, rights, warrants or options to acquire, or other agreements or
commitments of any character obligating it to issue or purchase any such shares
or other convertible securities, or accelerate the vesting of any stock options
to the extent that the fully diluted outstanding shares of Q5's capital stock
following such issuance shall not exceed 19,000,000 shares of Q5 Common Stock;

                  (c)      acquire or agree to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets which are material, individually or in the aggregate, to
Q5's business; provided, however, that Q5 may acquire, merge into, consolidate
with, or purchase the assets of any entity to the extent that the fully diluted
outstanding shares of Q5's capital stock following such acquisition, merger,
consolidation, or asset purchase does not exceed 19,000,000 shares of Q5 Common
Stock;

                  (e)      sell, lease, license or otherwise dispose or agree to
do the same with respect to any of its material properties or assets, except
properties or assets which are not Intellectual Property and commercial licenses
of Q5's software in the ordinary course of business and consistent with past
practices;

                  (f)      accelerate the vesting schedule of any of the
outstanding Q5 Options or Q5 Common Stock, other than as specifically requested
in writing by MOZN;

                  (g)      change its methods of accounting or change its fiscal
year; or

                  (h)      take, or agree in writing or otherwise to take, any
of the actions described in Sections 4.1(a) through (g) above, or any other
action that would prevent Q5 from performing or cause Q5 not to perform its
covenants hereunder, or any other action not in the ordinary course of Q5's
business and consistent with past practice.

         4.2      Conduct of MOZN.  During the period from the date of this
Agreement and continuing until the earlier of the termination of this Agreement
or the Effective Time, MOZN agrees (except to the extent that Q5 shall otherwise
consent in writing to carry on its business in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted, to pay the
debts and Taxes of MOZN when due, to pay or perform other obligations when due,
and, to the extent consistent with such business, use its commercially
reasonable efforts consistent with past practice and policies to preserve intact
the present business organizations of MOZN, all with the goal of minimizing any
liabilities of MOZN prior to the Effective Time. MOZN shall promptly notify Q5
of any event or occurrence or emergency not in the ordinary course of business
of MOZN and any material event involving MOZN. Except as expressly contemplated
by this Agreement, MOZN shall not, without the prior written consent of Q5
(which consent may be pursuant to electronic mail, and need not be signed):

                  (a)      declare, set aside or pay any dividends on or make
any other distributions (whether in cash, stock or property) in respect of any
of its capital stock, or split, combine or reclassify any of its capital stock
or issue or authorize the issuance of any other securities in respect of, in
lieu of or in substitution for shares of capital stock of MOZN, or repurchase,
redeem or otherwise acquire, directly or indirectly, any shares of the capital
stock of the MOZN (or options, warrants or other rights exercisable therefore)
except for repurchases of shares of MOZN's Common Stock from employees of MOZN,
in connection with the termination of their employment;

                  (b)      issue, grant, deliver or sell or authorize or propose
the issuance, grant, delivery or sale of, or purchase or propose the purchase
of, any shares of MOZN's capital stock or securities convertible into, or
subscriptions, rights, warrants or options to acquire, or other agreements or
commitments of any character obligating MOZN to issue or purchase any such
shares or other convertible securities, or accelerate the vesting of any stock
options, except for the issuance of shares of MOZN Common Stock upon the
exercise or conversion of those options, warrants or other rights, or
convertible securities that are outstanding on the date hereof and set forth on
MOZN Disclosure Schedule;

                  (c)      acquire or agree to acquire by merging or
consolidating with, or by purchasing any assets or equity securities of, or by
any other manner, any business or any corporation, partnership, association or
other business organization or division thereof;

                  (d)      grant any loans to others or purchase debt securities
of others or amend the terms of any outstanding loan agreement;

                  (e)      grant any severance or termination pay to any
director, officer, employee, or service provider of MOZN;

                  (f)      adopt any employee benefit plan, or enter into any
employment contract, pay or agree to pay any special bonus or special
remuneration to any director or employee, or increase the salaries or wage rates
of its employees;

                  (g)      make or change any material election in respect of
Taxes, adopt or change any accounting method in respect of Taxes, enter into any
closing agreement, settle any claim or assessment in respect of Taxes, or
consent to any extension or waiver of the limitation period applicable to any
claim or assessment in respect of Taxes;

                  (h)      accelerate the vesting schedule of any of the
outstanding stock options of MOZN;

                  (i)      take, or agree in writing or otherwise to take, any
of the actions described in Sections 4.1(a) through (h) above, or any other
action that would prevent MOZN from performing or cause MOZN not to perform its
covenants hereunder, or any other action not in the ordinary course of the
business or inconsistent with past practice of MOZN.

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

         5.1      Press Release.  Each of the parties hereto hereby agree that,
in the event that either party exercises its right to terminate this Agreement,
the parties will prepare a mutually agreeable press release regarding the
decision to terminate; provided, however, that such press release shall be in no
way disparaging to either party. Furthermore, the parties hereby agree that
neither party shall issue any further press releases relating to this matter
without the prior written consent of the other party, which such consent shall
not be unreasonably withheld.

         5.2      Shareholder Approval/SEC Filings.

                  (a)      As promptly as practicable after the date of this
Agreement, Q5 and MOZN will prepare and file any other filings required under
the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky
laws relating to the Merger and the transactions contemplated by this Agreement
(the "Other Filings"). Each party will notify the other promptly upon the
receipt of any comments from the SEC or its staff and of any request by the SEC
or its staff or any other government officials in connection with any filing
with the SEC relating to the Merger and will supply the other with copies of all
correspondence between such party or any of its representatives, on the one
hand, and the SEC, or its staff or any other government officials, on the other
hand. The filings will comply in all material respects with all applicable
requirements of law and the rules and regulations promulgated thereunder.
Whenever any event occurs which is required to be set forth in an amendment or
supplement to such Filing, Q5 or MOZN, as the case may be, will promptly inform
the other of such occurrence and cooperate in filing with the SEC or its staff
or any other government officials, and/or mailing to the Shareholders, such
amendment or supplement.

                  (b)      Subject to Q5's right to terminate this Agreement, Q5
will take all lawful action necessary in accordance with Delaware Law and its
Articles of Incorporation and Bylaws to obtain approval from its Shareholders as
soon as practicable. Q5 will use commercially reasonable efforts to solicit from
its Shareholders proxies in favor of the adoption and approval of this Agreement
and the approval of the Merger and will take all other action necessary or
advisable to secure the vote or consent of its Shareholders required to obtain
such approvals. The materials submitted to Q5's Shareholders shall be subject to
review and approval by MOZN and include information regarding Q5, the terms of
the Merger and this Agreement and the unanimous recommendation of the Board of
Directors of Q5 in favor of the Merger and this Agreement.

                  (c)      Subject to MOZN's right to terminate this Agreement,
MOZN shall take all lawful action necessary in accordance with its Certificate
of Incorporation and Bylaws, Delaware Law and the Exchange Act, and the rules
and regulations promulgated hereunder to obtain approval of its stockholders of
the issuance of the MOZN Common Stock Consideration in the Merger. MOZN will use
commercially reasonable efforts to solicit from its stockholders proxies in
favor of the issuance of the MOZN Common Stock Consideration in the Merger and
will take all other action necessary or advisable to secure the vote of its
stockholders required to issue such shares. The materials submitted to the
MOZN's Shareholders shall be subject to review by Q5 and include information
regarding MOZN, the terms of the Merger and this Agreement and the unanimous
recommendation of the Board of Directors of MOZN in favor of the Merger and this
Agreement.

         5.3      Access to Information.

                  (a)      Subject to each of the parties' right to terminate
this Agreement, each of Q5 and MOZN shall afford the other and such other
party's accountants, counsel and other representatives, reasonable access during
normal business hours during the period prior to the Effective Time to (i) all
of its current and former officers, current and former employees, properties,
books, contracts, commitments and records, and; (ii) all other information
concerning its business, properties and personnel (subject to restrictions
imposed by applicable law) as may be reasonably requested. Each of Q5 and MOZN
further agree to provide to the other parties and the other parties'
accountants, counsel and other representatives copies of internal financial
statements and projections (including by returns and supporting documentation)
promptly upon request. MOZN shall provide Q5 with copies of such publicly
available information about MOZN as Q5 may request. No information or knowledge
obtained in any investigation pursuant to this Section 5.3 shall affect or be
deemed to modify any representation or warranty contained herein or the
conditions to the obligations of the parties to consummate the Merger.

                  (b)      Subject to Section 5.3(a) above, MOZN and Q5 each
hereby agree not to take any action specifically for the purpose of preventing
or delaying access to (i) the respective parties' current and former officers,
current and former employees, properties, books, contracts, commitments and
records and (ii) all other information concerning its business, properties and
personnel.

         5.4      Reasonable Efforts.  Subject to the terms and conditions
provided in this Agreement, including but not limited to the parties' right to
terminate this Agreement, each of the parties hereto shall use commercially
reasonable efforts to take promptly, or cause to be taken, all actions, and to
do promptly, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations to consummate and make effective the
transactions contemplated hereby, to obtain all necessary waivers, consents and
approvals and to effect all necessary registrations and filings and to remove
any injunctions or other impediments or delays, legal or otherwise, in order to
consummate and make effective the transactions contemplated by this Agreement
for the purpose of securing to the parties hereto the benefits contemplated by
this Agreement.

         5.5      Notification of Certain Matters.  Q5 and MOZN shall give
prompt notice to each other of (i) the occurrence or non-occurrence of any
event, the occurrence or non-occurrence of which is likely to cause any
representation or warranty of such party contained in this Agreement to be
untrue or inaccurate and (ii) any failure of such party to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it hereunder; provided, however, that the delivery of any notice pursuant to
this Section 5.5 shall not limit or otherwise affect any remedies available to
the party receiving such notice; and provided, further, that the parties'
obligations pursuant to this Section are subject to their right to terminate
this Agreement. Further, disclosure by Q5 or MOZN pursuant to this Section 5.5
shall not be deemed to amend or supplement their respective Disclosure Schedules
or prevent or cure any misrepresentations, breach of warranty or breach of
covenant.

         5.6      Additional Documents and Further Assurances.  Each party
hereto, at the request of another party hereto, shall execute and deliver such
other instruments and do and perform such other acts and things as may be
necessary or desirable for effecting completely the consummation of this
Agreement and the transactions contemplated hereby; provided, however, that the
parties' obligations pursuant to this Section are subject to their right to
terminate this Agreement.

         5.7      Expenses.  Whether or not the Merger is consummated, all fees
and expenses incurred in connection with the Merger including, without
limitation, all legal, accounting, financial advisory, investment banking,
consulting and all other fees and expenses of third parties ("Third Party
Expenses") incurred by a party in connection with the negotiation and
effectuation of the terms and conditions of this Agreement and the transactions
contemplated hereby, shall be the obligation of the respective party incurring
such fees and expenses.

         5.8      Resignation of the Officers and Directors of MOZN.  Subject to
MOZN's right to terminate this Agreement, MOZN will obtain and deliver to Q5
prior to the Closing Date, written resignations from all of the officers and
directors of MOZN, such resignations to be effective upon the Closing.

         5.9      Appointment of New Officers and Directors of MOZN.  Subject to
MOZN's right to terminate this Agreement, MOZN shall take any and all necessary
steps to insure the election of Q5's nominees to the MOZN Board of Directors,
and the appointment of Q5's nominees as officers of the MOZN, including but not
limited to, the amendment of the Certificate of Incorporation and Bylaws of
MOZN, such elections and appointments to be effective upon the Closing.

         5.10     No Actions Inconsistent With Tax-Free Reorganization.  Q5 and
MOZN shall (and, following the Effective Time, MOZN shall cause Q5 to) take no
action with respect to the capital stock, assets or liabilities of Q5 that could
reasonably be expected to cause the Merger to fail to qualify as a
"reorganization" within the meaning of Section 368(a) of the Code and shall
report the Merger as a reorganization on all Tax Returns; provided, however,
that the parties' obligations pursuant to this Section are subject to their
right to terminate this Agreement pursuant to Section 5.1. None of MOZN, or Q5
has taken any action which could reasonably be expected to preclude the Merger
from qualifying as a reorganization under Section 368(a) of the Code.

                                   ARTICLE VI
                            CONDITIONS TO THE MERGER

         6.1      Conditions to Obligations of Each Party to Effect the Merger.
The respective obligations of the MOZN, and Q5 to effect the Merger shall be
subject to the satisfaction at or prior to the Effective Time of the following
conditions:

                  (a)      Shareholder Approval.  The Shareholders shall have
duly approved the Merger, by the requisite vote under Delaware Law and Q5's
Certificate of Incorporation, this Agreement, and the transactions contemplated
hereby. The Stockholders of MOZN shall have duly approved the Merger, by
requisite vote under Delaware General Corporation Law and MOZN's Certificate of
Incorporation, this Agreement, and the transactions contemplated hereby.

                  (b)      Permits.  All approvals from government authorities,
including any requisite Blue Sky approvals, which are appropriate or necessary
for the consummation of the Merger and the other transactions contemplated by
this Agreement, shall have been obtained.

                  (c)      No Injunctions or Restraints; Illegality.  No
temporary restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Merger shall be in effect, nor
shall any proceeding brought by an administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, seeking any of
the foregoing be pending; nor shall there be any action taken, or any statute,
rule, regulation or order enacted, entered, enforced or deemed applicable to the
Merger, which makes the consummation of the Merger illegal or otherwise
prohibits consummation of the Merger.

                  (d)      No Order.  No Governmental Entity shall have enacted,
issued, promulgated, enforced or entered any statute, rule, regulation,
executive order, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and which has the effect of making
the Merger illegal or otherwise prohibiting consummation of the Merger.

         6.2      Conditions to Obligations of Q5.  The obligations of Q5 to
consummate and effect this Agreement and the transactions contemplated hereby
shall be subject to the satisfaction at or prior to the Effective Time of each
of the following conditions, any of which may be waived, in writing, exclusively
by Q5:

                  (a)      Representations, Warranties and Covenants.  The
representations and warranties of MOZN in this Agreement shall be true and
correct in all respects on and as of the Effective Time as though such
representations and warranties were made on and as of such time and each of MOZN
shall have performed and complied in all respects with all covenants and
obligations of this Agreement required to be performed and complied with by it
as of the Effective Time, except to the extent that any such inaccuracy or
noncompliance would not result in a MOZN Material Adverse Effect.

                  (b)      Secretary's Certificate.  Q5 shall have been provided
with a certificate of the MOZN's Secretary relating to the organization,
existence and good standing of MOZN and the authorization of this Agreement and
the transactions contemplated hereby and other customary matters, all in form
and substance satisfactory to Q5 and its counsel.

                  (c)      Claims.  There shall be no bona fide action, suit,
claim or proceeding of any nature pending against the MOZN, their respective
properties or any of their officers or directors, arising out of, or in any way
connected with, the Merger or the other transactions contemplated by the terms
of this Agreement that would reasonably be expected to have a MOZN Material
Adverse Effect.

                  (d)      Net Cash Balance.  As of the Closing Date, MOZN's
cash balance shall be at least $300,000.

                  (e)      Capital Structure.  The outstanding shares of MOZN
Common Stock shall not exceed 3,000,000 shares.

(f) Resignation of Directors and Officers of MOZN;
Appointment of New Directors and Officers. Q5 shall have received from MOZN,
written resignations from all of the officers and directors of MOZN; such
resignations to be effective upon the Closing. MOZN shall have taken any and all
necessary steps, as determined by Q5 in its sole discretion, to insure the
election of Q5's nominees to the MOZN Board of Directors, and the appointment of
Q5's nominees as officers of the MOZN, including but not limited to, the
amendment of the Certificate of Incorporation and Bylaws of MOZN, such elections
and appointments to be effective upon the Closing.

                  (g)      Delivery of MOZN Stock Certificates. Prior to the
Closing, MOZN shall have delivered Certificates representing the shares of MOZN
Common Stock representing the MOZN Common Stock Consideration (in the aggregate
amount to be issued in the Merger) to the Exchange Agent for exchange in
accordance with Article I of this Agreement.

                  (h)      Preferred Stock.  Prior to the Closing, MOZN shall
provide proof that it has cancelled its preferred stock.

         6.3      Conditions to the Obligations of MOZN.  The obligations of
MOZN to consummate and effect this Agreement and the transactions contemplated
hereby shall be subject to the satisfaction at or prior to the Effective Time of
each of the following conditions, any of which may be waived, in writing,
exclusively by MOZN:

                  (a)      Representations, Warranties and Covenants.  The
representations and warranties of Q5 in this Agreement shall be true and correct
in all respects on and as of the Effective  Time as though such  representations
and  warranties  were  made on and as of the  Effective  Time and Q5 shall  have
performed and complied in all respects with all  covenants  and  obligations  of
this  Agreement  required to be performed  and  complied  with by them as of the
Effective Time except to the extent that any such  non-compliance  or inaccuracy
would not result in a Q5 Material Adverse Effect.

                  (b)      No Q5 Material Adverse Effect.  There shall not have
occurred any event or condition of any character that has had or is reasonably
likely to have a Q5 Material Adverse Effect.

                  (c)      Secretary's Certificate.  MOZN shall have been
provided with a certificate of the MOZN's Secretary relating to the
organization, existence and good standing of Q5 and the authorization of this
Agreement and the transactions contemplated hereby and other customary matters,
including certification that 95% of the voting securities of Q5 shall have
approved the Merger, all in form and substance satisfactory to MOZN and its
counsel.

                  (d)      Claims.  There shall be no bona fide action, suit,
claim or proceeding of any nature pending against the MOZN, their respective
properties or any of their officers or directors, arising out of, or in any way
connected with, the Merger or the other transactions contemplated by the terms
of this Agreement that would reasonably be expected to have a MOZN Material
Adverse Effect.

                                   ARTICLE VII
                        TERMINATION, AMENDMENT AND WAIVER

         7.1      Termination.  This Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Time:

                  (a)      by mutual consent of Q5 and MOZN;

                  (b)      by MOZN if it is not in material breach of its
obligations under this Agreement and there has been a material breach of any
representation, warranty, covenant or agreement contained in this Agreement or
any Related Agreements on the part of Q5 and such breach has not been cured
within ten (10) calendar days after written notice to Q5; provided, however,
that, no cure period shall be required for a breach which by its nature cannot
be cured;

                  (c)      by MOZN if an event having a Q5 Material Adverse
Effect shall have occurred after the date of this Agreement;

                  (d)      by Q5 if it is not in material breach of its
obligations under this Agreement and there has been a material breach of any
representation, warranty, covenant or agreement contained in this Agreement or
any Related Agreements on the part of MOZN and such breach has not been cured
within ten (10) calendar days after written notice to MOZN; provided, however,
that, no cure period shall be required for a breach which by its nature cannot
be cured;

                  (e)      by Q5 if an event having a MOZN Material Adverse
Effect shall have occurred after the date of this Agreement;

                  (f)      by MOZN if Q5 fails to obtain approval of the Merger
by Q5 Shareholders;

                  (g)      by Q5 if MOZN fails to obtain approval of the Merger
by the MOZN shareholders;

                  (h)      by Q5 if there is an action pending or threatened
against MOZN by the OTC BB with respect to any intention to delist MOZN's Common
Stock.

                  (i)      by either MOZN or Q5 in the event that such other
party is the subject of any litigation, claim, suit, action or proceeding, or to
such party's Knowledge is aware of the threat of such litigation,  claim,  suit,
action or proceeding,  the subject of which are the transactions contemplated in
this Agreement.

         7.2      Effect of Termination.  In the event of termination of this
Agreement as provided in Section 7.1, this Agreement shall forthwith become void
and there shall be no liability or obligation on the part of MOZN or Q5, or
their respective officers, directors or Shareholders; provided, that each party
shall remain liable for any willful breaches of this Agreement prior to its
termination; provided further that, the provisions of Articles V and VIII, and
this Section 7.2 shall remain in full force and effect and survive any
termination of this Agreement.

         7.3      Amendment.  This Agreement may be amended by the parties
hereto at any time by execution of an instrument in writing signed on behalf of
MOZN and Q5.

         7.4      Extension; Waiver.  At any time prior to the Effective Time,
MOZN, on the one hand, and Q5, on the other hand, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations of
the other party hereto, (b) waive any inaccuracies in the representations and
warranties made to such party contained herein or in any document delivered
pursuant hereto, and (c) waive compliance with any of the agreements or
conditions for the benefit of such party contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in an instrument in writing signed on behalf of such party.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         8.1      Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by commercial
messenger or courier service, or mailed by registered or certified mail (return
receipt requested) or sent via facsimile (with acknowledgment of complete
transmission) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice), provided, however,
that notices sent by mail will not be deemed given until received:

                  (a)      if to MOZN to:

                           Attention:
                           Telephone No.:
                           Facsimile No.:

                           with a copy to:
                           The Goldstein Law Group, P.C.
                           65 Broadway, 10th Floor
                           New York, NY  10006
                           Attention:  Jeffrey M. Stein, Esq.
                           Telephone No.:  (212) 809-4220
                           Facsimile No.:  (212) 809-4228

                  (b)      if to Q5, to

                           Attention:  Fred Deluca
                           Telephone No.:  818-338-1510
                           Facsimile No.:  818-338-1550
                           with a copy to: Tim Owens

                           Telephone No.:  818-338-1510
                           Facsimile No.:  818-338-1550

         8.2      Interpretation.  The words "include," "includes" and "
including" when used herein shall be deemed in each case to be followed by the
words "without limitation." The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         8.3      Counterparts; Facsimile.  This Agreement may be executed by
facsimile and in one or more counterparts, all of which shall be considered one
and the same agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party, it
being understood that all parties need not sign the same counterpart.

         8.4      Entire Agreement; Assignment.  This Agreement, the Related
Agreements, the Exhibits and Schedules hereto, and the documents and instruments
and other agreements among the parties hereto referenced herein: (a) constitute
the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings both written and oral,
among the parties with respect to the subject matter hereof; (b) except as set
forth in Section 5.17 are not intended to confer upon any other person any
rights or remedies hereunder; and (c) shall not be assigned (other than by
operation of law), except that MOZN may assign its rights and delegate its
respective obligations hereunder to its respective affiliates.

         8.5      Severability.  In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid
and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.

         8.6      Other Remedies; Specific Performance.  Any and all remedies
herein expressly  conferred upon a party will be deemed  cumulative with and not
exclusive of any other remedy  conferred  hereby,  or by law or equity upon such
party,  and the  exercise  by a party of any one remedy  will not  preclude  the
exercise of any other remedy.  The parties hereto agree that irreparable  damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties shall be entitled to seek an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and  provisions  hereof in any court of the United States or any state
having  jurisdiction,  this being in addition to any other  remedy to which they
are entitled at law or in equity.

         8.7      Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof. Each of the parties hereto irrevocably consents to the exclusive
jurisdiction and venue of any court within Los Angeles County, State of
California, in connection with any matter based upon or arising out of this
Agreement or the matters contemplated herein, agrees that process may be served
upon them in any manner authorized by the laws of the State of California for
such persons and waives and covenants not to assert or plead any objection which
they might otherwise have to such jurisdiction, venue and such process. Each of
MOZN and Q5 hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this agreement or the actions of MOZN or Q5 in the
negotiation, administration, performance and enforcement hereof.

         8.8      Currency.  The parties hereto agree that all monetary amounts
set forth herein are referenced in United States dollars.

         8.9      Rules of Construction.  The parties hereto agree that they
have been represented by counsel during the negotiation and execution of this
Agreement and, therefore, waive the application of any law, regulation, holding
or rule of construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or
document.

         8.10     Attorneys Fees.  If any action or other proceeding relating to
the enforcement of any provision of this Agreement is brought by any party
hereto, the prevailing party shall be entitled to recover reasonable attorneys'
fees, costs and disbursements (in addition to any other relief to which the
prevailing party may be entitled).



                  [Remainder of Page Intentionally Left Blank]





         IN WITNESS WHEREOF, MOZN and Q5 have caused this Agreement to be signed,
all as of the date first written above.







                   By:____________________


                   By:____________________








            [Signature Page to Agreement and Plan of Reorganization]