CLOSING MEMORANDUM OF THE AGREEMENT AND PLAN OF REORGANIZATION
             BY AND BETWEEN ETHIKA CORPORATION AND TRADEQUEST, INC.
                            DATED NOVEMBER 27, 2000

     This Closing Memorandum is executed this 2rd Day of April, 2001 by the
former and current Board Member of Tradequest International, Inc., f.k.a. Ethika
Corporation (Ethika) and Tradequest, Inc. (Tradequest) with reference to the
Agreement and Plan of Reorganization (the Reorganization Agreement) entered into
by Ethika and Tradequest on or about November 27, 2000.

     Ethika and Tradequest agree and confirm that the following acts have
occurred in satisfaction of the performance required by the Reorganization
Agreement :

1.   The Letter of Intent dated September 13, 2000 attached hereto as Exhibit A,
     was executed by Ethika and Tradequest:

2.   On November 3, 2000, the non-refundable deposit of $50,000 required by the
     Letter of Intent was delivered to Ethika by Tradequest;

3.   On November 27, 2000, Ethika and Tradequest executed the Consent in Lieu of
     a Meeting of the Board of Directors of Ethika Corporation and the Agreement
     and Plan of Reorganization attached hereto as Exhibits B and C;

4.   On November 28, 2000, Ethika redeemed 5,000,000 shares of its common stock
     for $55,000 pursuant to the Stock Purchase Agreement attached hereto as
     Exhibit D;

5.   On December 1, 2000, Ethika, Tradequest and Fond Mondial D'Investissement
     executed the Indemnity Agreement attached hereto as Exhibit E;

6.   On March 3, 2001, Ethika and Tradequest executed the Memorandum of
     Amendment to the Agreement and Plan of Reorganization attached hereto as
     Exhibit F;

7.   On March 8, 2001, $50,000 of the $300,000 due and payable to Ethika was
     paid by Tradequest, the source of which is described by Tradequest in the
     memorandum attached hereto as Exhibit G;

8.   On March 27, 2001, $200,000 of the $250,000 remaining due and payable to
     Ethika was paid by Tradequest; the source of which is described by
     Tradequest in the memorandum attached hereto as Exhibit G;

10.  On March 30, 2001, Tradequest delivered the Tradequest Shareholder
     Subscription Agreements for 2,000,000 post split shares of the Tradequest
     International, Inc, attached hereto as Exhibits H1 to H12;

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11.  On April 3, 2001, in satisfaction of the $30,000 remaining due and payable
     to Ethika, Dean Casutt delivered to Dennis Brovarone and Dennis Nielsen,
     the two promissory notes in the principal amount of $15,000 each payable on
     or before September 30, 2001attached hereto as Exhibits I and J;

12.  On April 2, 2001, $20,000 of the $50,000 remaining due and payable to
     Ethika was paid by Tradequest; the source of which is described by
     Tradequest in the memorandum attached hereto as Exhibit G;

13.  On April 3, 2001, Ethika filed the Articles of Amendment with the
     Mississippi Secretary of State attached hereto as Exhibit K;

14.  On April 3, 2001, Ethika filed the Notice of Corporate Action regarding the
     Name Change and reverse split with the OTC Bulletin Board and Corporate
     Stock Transfer effective April 9. 2001 as attached hereto as Exhibit L;

15.  On April 3, 2001, Dennis Brovarone paid the $200,000 required by the
     Indemnity Agreement to Fond Mondial D'Investissement; and

16.  On April 23, 2001, the Board of Directors authorized the issuance of three
     times the number of shares to the Tradequest shareholders so that the
     Tradequest shareholders will own not less than 80% of the outstanding
     shares following the rounding to the next highest multiple of fifty shares
     as settlement of positions following the reverse split.

17.  On April 23rd, 2001, Dennis Brovarone issued instructions to the transfer
     agent to issue the Tradequest Exchange Shares.

The undersigned hereby certify that all terms and conditions of the
Reorganization Agreement have satisfied and the transaction is hereby closed as
of April 10, 2001.

/s/ Dennis Brovarone                       /s/ Dennis Neilsen
----------------------                     -----------------------
Dennis Brovarone                           Dennis Nielsen
Former Ethika Director                     Former Ethika Director


/s/ Dean L. Cassutt                        /s/ Catherine W. Casutt
-------------------                        -----------------------
Dean L. Casutt, Director                   Catherine W. Casutt, Director
Tradequest International, Inc.             Tradequest International, Inc.


/s/ Larry Casutt
----------------
Larry Casutt, Director
Tradequest International, Inc.

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