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:__________________________