Amendment To Merger Agreement

EX - 10.1.1


AMENDMENT TO AGREEMENT AND


PLAN OF REORGANIZATION


This Amendment to that certain AGREEMENT AND PLAN OF REORGANIZATION, made and entered into on this ___ day of July, 2001, in accordance with the terms of Section 7.11 of said Agreement. The Sections to be amended are substituted in their entirety by the designated Section(s) set forth herein.


First Amended Section:


"Section 1.2 Capitalization. The authorized capitalization of QMT consists of 15,000,000 Common Shares, par value $0.001 per share and 1,000,000 Preferred Shares, par value $0.001 per share. As of the Closing Date hereof, QMT will have no more than ten million. two hundred sixty thousand (10,260,000) Common Shares issued and outstanding. All issued and outstanding shares are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person. QMT has no other securities, warrants or options authorized or issued."


Second Amended Section:


"Section 3.2 Issuance of AAI Common Shares. In exchange for all of the QMT Common Shares tendered pursuant to Section 3.1, AAI shall issue an aggrega ...