ABOVE AVERAGE INVESTMENTS LTD
AMENDMENT TO MERGER AGREEMENT
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<TYPE>EX-10.1.1
<SEQUENCE>5
<FILENAME>pdm268d.txt
<DESCRIPTION>AMENDMENT TO MERGER AGREEMENT
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                                   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 aggregate of
10,260,000 "restricted"AAI Common Shares to the QMT shareholders on a
share-for-share basis to their existing ownership in QMT."

Third Amended Section:

     "Section 3.3 Events Prior to Closing.

     (a) Upon execution hereof or as soon thereafter as practical, management of
AAI and QMT shall execute, acknowledge and deliver (or shall cause to be
executed, acknowledged and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings or other
instruments required by this Agreement to be so delivered, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby, subject only to the conditions to Closing referenced
hereinbelow."

Forth Amended Section:

     "Section 3.4 Closing.

     (a) The closing of the transaction contemplated by this Agreement shall be
as of the date in which (i) each party hereto has executed this Agreement; and
(ii) all of the shareholders of QMT and AAI have approved the terms of this
Agreement; and (iii) all conditions to Closing referenced hereinabove, as well
as in Articles V and VI below, have been satisfied or waived by the appropriate
party and all documentation referenced herein is delivered to the respective
party

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herein, unless a different date is mutually agreed to in writing by the parties
hereto (the "Closing Date").

     (b) Upon execution hereof or as soon thereafter as practical, all the
current shareholders of AAI, representing 500,000 shares, shall tender their
share certificates, along with a duly executed stock power, for consideration of
$0.05 per share . Upon receipt, such shares shall be cancelled on the stock
record."

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
AGREEMENT AND PLAN OF REORGANIZATION to be executed by their respective
officers, hereunto duly authorized, and entered into as of the date first above
written.

ABOVE AVERAGE INVESTMENTS, LTD.                 QUICK-MED TECHNOLOGIES, INC.


By: /s/ Devinder Randhawa                       By: /s/ David S. Lerner
   ----------------------                          ---------------------
   Devinder Randhawa                               David S. Lerner
Its:  President                                 Its: President



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