ISSUANCE AGREEMENT



         THIS  ISSUANCE  AGREEMENT is made and entered into as of the ___ day of

_________,  2002, by and between Quicktest 5, Inc., a Delaware  corporation (the

"Company"), and NDMS Investments, L.P., a Nevada limited partnership ("Lender").



         WHEREAS,  Lender has agreed to lend a minimum of $150,000 and a maximum

of $300,000 to the Company by means of a Secured Convertible  Promissory Note in

a form  attached as EXHIBIT A (the "Note") and under the terms of this  Issuance

Agreement.



         WHEREAS,  the Company has agreed to issue up to 1 share of Common Stock

for each $2 Lender lends to the Company (the "Shares").



         WHEREAS,  the  Company has agreed to enter into a  Registration  Rights

Agreement in the form attached as EXHIBIT B.



         WHEREAS,  the Company has agreed to guarantee  the  performance  of the

Note  pursuant  to a Security  Agreement  in the form  attached as EXHIBIT C and

pursuant to a UCC-1 Financing  Statement in then form attached as EXHIBIT D (the

"UCC-1").



         WHEREAS, for purposes (including investment, conversion and penalty) of

this Agreement and all other  agreements  referenced  herein,  each one share of

Common  Stock  shall be equal to 1.33 shares of Common  Stock of  MoneyZone.com,

Inc. on a post merger  basis,  regardless  of the date of  investment  up to and

including January 31, 2003.



                  NOW,  THEREFORE,  FOR  GOOD  AND  VALUABLE  CONSIDERATION  THE

SUFFICIENCY OF WHICH IS HEREBY AFFIRMED, THE PARTIES HEREBY AGREE AS FOLLOWS:



         1. Authorization and Sale of Common Stock.



               1.1 Authorization of the Shares. On or before the Initial Closing

Date (as defined in Section 2.1 below),  the Company's  Board of Directors  will

have approved  issuance of the Common Stock,  the Note, the shares issuable upon

conversion  of  the  Note  (the  "Note  Shares")  and  the  Registration  Rights

Agreement.



               1.2 Issuance of Shares.  In  consideration  of Lender lending the

Company up to  $300,000  under the terms of the Note,  the  Company  shall issue

100,000  shares of Common  Stock at par to Lender at the Initial  Closing and an

additional 1 share of Common Stock for each additional $2 lent to the Company at

subsequent closings.



         2. Closing Date; Delivery.



               2.1 Closing  Date.  The initial  closing of the loan and purchase

and sale of the Shares (the "Initial  Closing")  shall be held at the offices of

the Company, on December 31, 2002 (the "Initial Closing Date"). A second closing

shall be held no later than  January 31, 2003 (the "Final  Closing  Date").  The

Initial Closing Date and the Final Closing Date are sometimes referred to as the

Closings..



               2.2 Delivery.  At each of the Closings,  the Company will deliver

to the  Lender a  certificate  representing  the Shares  against  payment of the

purchase  price  therefore  by check,  wire  transfer,  or by such other form of

payment as may mutually be agreed upon by the Company and Lender.





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         3. Covenants of the Company.



               3.1 Removal of Legend. The Company shall remove any legend on the

Shares or the Note  Shares  within  10 days of the  certificate  qualifying  for

removal  of such  legends  due to  registration,  compliance  with  Rule  144 or

otherwise.



               3.2  Opinion of  Counsel.  The  Company may request an opinion of

legal  counsel  prior to removal of such legend;  provided,  that this shall not

extend the 10 day requirement set forth in Section 3.1 above.



               3.3 Issuance of Debt.  The Company  covenants  not to take on any

additional debt, other than standard trade payables,  prior to the conversion or

payment of any Note issued  hereunder.  In addition to any other remedy provided

by law, a breach of this covenant  shall be a deemed a default of the Promissory

Note and it shall be immediately  due and payable and the default rate set forth

in Section 11(a) of the Note shall apply.  If the covenant has not been restored

after 60 days, the default rate set forth in Section 11(b) shall apply.

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