AGREEMENT AND PLAN OF MERGER


     AGREEMENT  AND  PLAN  OF MERGER dated as of January 17, 2002 ("Agreement"),
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between  United  Trading.Com  , a Nevada corporation ("United"), and Quick Draw,
Inc.,  a  Nevada  Corporation  hereinafter  referred  to as "QDI" or  "Company."

                                   BACKGROUND

     The  respective  Boards  of Directors of United and QDI have each approved,
upon  the  terms  and subject to the conditions set forth in this Agreement, the
merger  ("Merger")  of  QDI  with  and  into  United  whereby  each  issued  and
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outstanding share of common stock of QDI not owned directly or indirectly by QDI
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will  be converted into the common stock of United ("Common Stock") as set forth
in  Article  I.

     In  consideration  of the respective representations, warranties, covenants
and  agreements  contained  in  this  Agreement,  United and QDI hereby agree as
follows:


                                    ARTICLE I
                                   THE MERGER

     1.01      The Merger.  Upon the terms and subject to the conditions hereof,
and  in  accordance  with  the relevant provisions of the Nevada Corporation Act
("Nevada  Statute"),  QDI  shall  be  merged with and into United subject to the
conditions set forth in Article VI.  Following the Merger, United shall continue
as  the  surviving  corporation ("Surviving Corporation") and shall continue its
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existence  under  the  laws  of  the State of Nevada, and the separate corporate
existence  of  QDI  shall  cease.

     1.02      Effective  Time.  This  Agreement  shall become effective at such
time  ("Effective Time") as the conditions set forth in Article VI are satisfied
or  waived,  if  permissible.

     1.03      Effects  of  the  Merger.  The  Merger  shall  have  the  effects
specified  in the Nevada Statute.  This Plan of Merger is intended to constitute
"a  plan  of  reorganization"  within the meaning of Section 354 of the Internal
Revenue  Code,  1986  as amended.  Further for federal income tax purposes it is
intended that the merger shall qualify as a reorganization as defined in Section
368  (a)  of  the  Internal  Revenue  Code.

     1.04      Directors  and  Officers  of the Surviving Corporation.  From and
after  the  Effective  Time,  the  directors  and  officers  of  the  Surviving
Corporation  shall  be the persons set forth on Exhibit 1.04 hereto, until their
successors  shall  have  been  duly  elected or appointed and qualified or until
their  earlier  death,  resignation  or removal in accordance with the Surviving
Corporation's  Certificate  of  Incorporation  and  by  laws.

     1.05     Shares.  At  or  prior  to  the  Effective  Time, by virtue of the
Merger  the  following  events  shall  occur:
(a)     Each  share  of common stock and preferred stock held by QDI as treasury
stock shall be cancelled and retired and shall cease to exist, and no payment or
     consideration  shall  be  made  with  respect  thereto;
(b)     The total issued and outstanding Common Stock shall not exceed 6,000,000
     shares  immediately  prior  to the issuance of Common Stock as set forth in
Section  1.05(c).  United  shall also have outstanding 5,000,000 shares of Class
"A"  8%  non-cumulative  preferred  stock ("Preferred Shares").  Features of the
Preferred  shares shall include (1) voting rights of 20 votes for each Preferred
share  held.  (2)  convertible  by  the  holder  at anytime into United's common
shares  at  one  common  share  for  each Preferred Share held; the common share
conversion  feature  shall  be  anti-dilutive.
(c)     United  shall  arrange delivery of 1,925,000 shares (post, one for eight
reverse  stock  split  effective  December  21,  2001)  of common stock ("Common
Stock")  to  effectuate  closing  of  this Agreement.  These common shares to be
issued  from  United's  treasury shall be issued to each of QDI shareholders, as
set  forth  on  Exhibit  1.05(c)  annexed  hereto, in the number of Common Stock
shares  set  forth  next  to  each  name.

1.06     Private  Placement.

(a)     The Common Stock issued to QDI's shareholders have not been and will not
     be  registered  with  the Securities and Exchange Commission ("SEC") or the
securities  commission  of  any  state,  including but not limited to Nevada and
California,  pursuant  to  an  exemption  from  registration  by virtue of QDI's
intended  compliance  with  the  provisions  of  Sections  4(2)  and 4(6) of the
Securities Act of 1933, as amended ("Securities Act"), and the Common Stock will
be  made  available  only  to "accredited investors" or Company shareholders who
have  used a "Purchaser representative", as defined in Rule 501(a) of Regulation
D  promulgated  under  the Securities Act.  Such exemption limits the number and
types  of  investors  to  which  the  offering  of  Common Stock may be made and
restricts  subsequent transfers of the Common Stock so offered which also may be
restricted  by  state  securities  laws.  The  Common Stock may not be resold or
otherwise disposed of by QDI's shareholders unless, in the opinion of counsel to
United,  registration  under federal and applicable state securities laws is not
required  or compliance is made with the registration requirements of such laws.


                                   ARTICLE II
                               EXCHANGE OF SHARES

     2.01          Issuance of Certificates.  Promptly after the Effective Time,
the  Surviving  Corporation  shall  issue  to  each  person set forth on Exhibit
1.06(c)  certificates  representing  the  Common  Stock to be issued to each QDI
shareholder and simultaneously each QDI shareholder shall exchange and surrender
the  certificate  representing  all  of  such  QDI  shareholder's  shares in the
Company.  At  the  close of business on the day of the Effective Time, the stock
ledger  of  QDI  shall  be  closed.




                                   ARTICLE III
                        REPRESENTATIONS AND WARRANTIES OF
                                     UNITED

     United  represents and warrants to QDI as of the date of this Agreement and
as  of  the  Effective  Time  as  follows:

3.01          Existence;  Good  Standing.  United  is  a  corporation  duly
incorporated,  validly  existing  and  in  good  standing  under the laws of its
jurisdiction  of  incorporation.

3.02          Capitalization.  The  authorized  capital stock of United prior to
the Reverse Stock Split consists of 50,000,000 shares of Common Stock, par value
$0.001  ("Common  Shares")  and  20,000,000  shares of Preferred Stock par value
$0.001  ("Preferred  Shares").  As  of September 30, 2001, there were 41,202,947
shares  (prior  to  1 for 8 reverse split effective December 21, 2001) of Common
Stock issued and outstanding  At January 17, 2002 there were 5,150,368 shares of
common  stock  and  5,000,000  shares of Preferred Stock issued and outstanding.
There  were  options  outstanding  to  Mr.  James  L. Handcock for 100,000 (post
1-for-8  reverse split) shares at $0.10 per share exercisable at any time during
the  next  5 years, and options to Mr. James G. Brewer for 500,000 (post 1-for-8
reverse split) shares at $0.10 per share exercisable at any time during the next
5  years.  The Preferred Shares issued and outstanding are 8% non-cumulative and
convertible  into  Common  Shares  as  set forth in the provisions thereto.  All
issued  and  outstanding  shares  of  Common  Stock are duly authorized, validly
issued,  free of preemptive rights, non-assessable, and, are fully paid.  Except
as  set forth in this Section 3.02, (i) United is not a party to or bound by any
written  or  oral  contract  or  agreement which grants to any person an option,
warrant  or right of first refusal or other right of any character to acquire at
any  time,  or upon the happening of any stated events any shares of or interest
in  United, whether or not presently authorized, issued or outstanding, and (ii)
there  are outstanding (a) no shares of capital stock or other voting securities
of  United,  (b)  no securities of United or any of its subsidiaries convertible
into or exchangeable for shares of capital stock or voting securities of United,
(c)  no  options  or  other  rights  to  acquire  from  United  or  any  of  its
subsidiaries,  and  no obligation of United or any of its subsidiaries to issue,
any  capital  stock,  voting  securities  or  securities  convertible  into  or
exchangeable for capital stock or voting securities of United, and (d) no equity
equivalents,  interests  in  the  ownership or earnings of United or any  of its
subsidiaries  or  other  similar  rights.  Upon  issuance of the Common Stock to
QDI's  shareholders,  such  shares  of  Common  Stock  shall be duly authorized,
validly  issued,  fully  paid,  non-assessable,  and  free of preemptive rights.

3.03          Authorization:  Validity  and Effect of Agreements. United has the
requisite corporate  power and authority  to execute and deliver this Agreement.
The consummation by United of the transactions contemplated hereby has been duly
authorized  by  all  requisite  corporate  action and the issuance of the Common
Stock  to QDI' shareholders is required to be approved by the Board of Directors
of  United and such approval was obtained by a meeting of the Board of Directors
held  on  January  17,  2001.  This  Agreement constitutes the valid and legally
binding  obligation of United, enforceable in accordance with its terms, subject
to  applicable bankruptcy, insolvency, moratorium or other similar laws relating
to  creditors'  rights  and  general  principles  of  equity.

     3.04       No  Violation.  To  the  best  of United's knowledge neither the
execution  and  delivery  by  United  of this Agreement, nor the consummation by
United  of  the  transactions  contemplated  hereby in accordance with the terms
hereof,  will:  (i) conflict with or result in a breach of any provisions of the
Articles  of  Incorporation or Bylaws of United (ii)  violate, or conflict with,
or  result in a breach of any provision of, or constitute a default (or an event
which  with  notice or lapse of time or both, would constitute a default) under,
or result in the termination or in a right of termination or cancellation of, or
accelerate  the  performance  required  by,  or  result in the triggering of any
payment  of  compensation under, or result in the creation of any lien, security
interest,  charge or encumbrance ("Lien") upon any of the material properties of
United or its subsidiaries under, or result in being declared void, voidable, or
without  further  binding  effect, any of the terms, conditions or provisions of
any  note,  bond,  mortgage,  indenture,  deed of trust or any material license,
franchise  permit, lease, contract, agreement or other instrument, commitment or
obligation  to  which  United  or any of United's subsidiaries is a party, or by
which  United  or  any  of  United's  subsidiaries  or  any  of their respective
properties  is  bound or affected, except for any of the foregoing matters which
would not have a material adverse effect on the business, results of operations,
financial condition or prospects of United and its subsidiaries taken as a whole
("United  Material  Adverse  Effect"),  or (iii) other than the filings required
under  the Securities Exchange Act of 1934, ("Exchange Act"), the Securities Act
or applicable state securities and "Blue Sky" laws or filings in connection with
the  maintenance of its qualification to do business in other jurisdictions, and
the  filings  contemplated  by  Section  5.02  of  this Agreement (collectively,
"Regulatory  Filings"),  require any material consent, approval or authorization
of,  or  declaration, filings or registration with, any domestic governmental or
regulatory  authority,  the  failure to obtain or make which would have a United
Material  Adverse  Effect.

     3.05          Documents.     United  has  delivered  to  QDI  the following
reports  and/or  statements:
Audited  financial  statements  for  the  year  ended  December  31,  2000.
Form  10-K  SEC  filing  for  the  year  ended  December  31,  2000.
Form  10-Q SEC filing for the three month and nine month periods ended September
30,  2001.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                     OF QDI

     QDI  represents and warrants to United as of the date of this Agreement and
as  of  the  Effective  Time  as  follows:

     4.01     Existence; Good Standing; Corporate Authority; Compliance with Law
QDI  is  a  corporation duly incorporated, validly existing and in good standing
under  the  laws  of  the  jurisdiction of its incorporation.  The copies of QDI
Articles  of  Incorporation  and By Laws previously delivered to United are true
and  correct  and  have  not  since  been  amended,  modified  or  rescinded.

4.02     Authorization, Validity and Effect of Agreements. QDI has the requisite
corporate  power  and  authority  to  execute  and deliver this Agreement,.  The
consummation  by  QDI  of  all  transactions  contemplated  hereby has been duly
authorized  by  all  requisite corporate action.  This Agreement constitutes the
valid  and legally binding obligation of QDI, enforceable in accordance with its
terms,  subject  to  applicable  bankruptcy,  insolvency,  moratorium  or  other
similar  laws  relating  to  creditors' rights and general principles of equity.

     4.03     Capitalization.  The  authorized  capital stock of QDI consists of
50,000,000  shares  of  $0.001  par  value  common stock and no other classes of
stock, common or preferred, or other securities.   There are 1,925,000 shares of
common  stock  issued  and  outstanding as of December 31, 2001.  All issued and
outstanding  shares  of  common stock are duly authorized, validly issued, fully
paid,  non-assessable  and  free  of  preemptive rights.  Except as set forth in
Exhibit  4.03  QDI is not a party to or bound by any written or oral contract or
agreement  which  grants  to  any  person  an  option, warrant or right of first
refusal  or  other  right  of  any character to acquire at any time, or upon the
happening of any stated events, any shares of or interest in QDI, whether or not
presently  authorized,  issued  or  outstanding.  Except as set forth in Exhibit
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4.03,  there  are  outstanding  (i)  no  shares of capital stock or other voting
securities  of  QDI,  (ii)  no  securities  of  QDI  or  any of its subsidiaries
convertible  into  or  exchangeable  for  shares  of  capital  stock  or  voting
securities  of  QDI, (iii) no options or other rights to acquire from QDI or any
of  its  subsidiaries,  and  no obligations of QDI or any of its subsidiaries to
issue,  any  capital  stock, voting securities or securities convertible into or
exchangeable  for  capital stock or voting securities of QDI, and (iv) no equity
equivalents,  interest  in  the  ownership  or  earnings  of  QDI  or any of its
subsidiaries  or  other similar rights.  There are no outstanding obligations of
QDI  or  any  of its subsidiaries to repurchase, redeem or otherwise acquire any
securities  of  QDI.

     4.04     No  Violation.  Neither  the execution and delivery by QDI of this
Agreement nor the consummation by QDI of the transactions contemplated hereby in
accordance  with  the terms hereof will: (i) conflict with or result in a breach
of  any  provisions  of  the  Articles  of Incorporation or Bylaws of QDI or its
subsidiaries,  (ii)  violate,  or  conflict  with,  or result in a breach of any
provision  of,  or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
or  in  a right of termination or cancellation of, or accelerate the performance
required  by,  or result in the triggering of any payment or compensation under,
or  result  in the creation of any Lien upon any of the properties of QDI or its
subsidiaries  under,  or  result  in  being  declared void, voidable, or without
further  binding effect, any of the terms, conditions or provisions of any note,
bond,  mortgage,  indenture,  deed  of trust or any material license, franchise,
permit, lease, contract, agreement or other instrument, commitment or obligation
of which QDI or its subsidiaries is a party, or by which QDI or its subsidiaries
or any of their respective properties or assets is bound or affected, except for
any  of the foregoing matters which,   singularly or in the aggregate, would not
have a material adverse effect on the business, results of operations, financial
condition or prospects of QDI ("QDI Material Adverse Effect"); (iii)  other than
the  Regulatory filings, require any material consent, approval or authorization
of,  or  declaration,  filing or registration with, any domestic governmental or
regulatory  authority,  the  failure  to  obtain or make which would have an QDI
Material  Adverse Effect, as defined in Section 7.01(c)  below, or  (iv) violate
any  order,  writ, injunction, decree, statute, rule or regulation applicable to
QDI, any of its subsidiaries or any of their assets, except for violations which
in  the  aggregate  would  not have an QDI Material Adverse Effect or materially
adversely  affect  the  ability  of  QDI  to  consummate  the  Merger.

     4.05          Documents.     QDI  has  delivered  to  United  the following
reports  and/or  statements:
Unaudited  financial  statements  for  the  period  ended  December  31,  2001.

                                    ARTICLE V
                                    COVENANTS

     5.01     Conduct  of  Business.  From  and after the date of this Agreement
until  the Merger is affected or this Agreement is terminated, unless United has
consented  in  writing  thereto,  QDI,  and,  with respect to (e) and (f) below,
United  and  QDI:

     (a)     Shall,  and shall cause its subsidiaries to, conduct its operations
according  to  its  usual, regular and ordinary course in substantially the same
manner  as  heretofore  conducted;

     (b)     Shall  use  reasonable efforts, and shall cause its subsidiaries to
use  reasonable  efforts,  to  preserve  intact  its  business  organization and
goodwill, keep available the services of its officers and employees and maintain
satisfactory relationships with those persons having business relationships with
it;

          (c)     Shall  confer  on  a  regular  basis  with  one  or  more
representatives  of  United to report operational matters of materiality and any
proposals  to  engage  in  material  transactions;

     (d)     Shall  not  amend  its  Articles  of  Incorporation  or  By  Laws;

     (e)     Shall  promptly  notify  the  other  parties hereto of any material
emergency  or  other  material change in the condition (financial or otherwise),
business, properties, assets, liabilities, prospects or the normal course of its
businesses  or  in  the  operation of its properties, any material litigation or
material  governmental complaints, investigations or hearings (or communications
indicating  that  the  same  may be contemplated), or the breach in any material
respect  of  any  representation  or  warranty  contained  herein;

          (f)     Shall  promptly  deliver  to the other parties hereto true and
correct  copies  of any report, statement or schedule filed with or delivered to
the  SEC,  any  other  Governmental entity (other than routine corporate tax and
other  filings  in the ordinary course of business) or any shareholder of QDI or
United,  as  the  case  may  be,  subsequent  to  the  date  of  this Agreement;

          (g)     Shall  not  (i) issue, sell or pledge, or agree to issue, sell
or  pledge, any shares of its capital stock, effect any stock split or otherwise
change  its  capitalization as it existed on the date hereof, (ii) grant, confer
or  award  any  option, warrant, conversion, right or other right to acquire any
shares  of  its  capital  stock  or  grant  any right to convert or exchange any
securities  of  QDI  for  Common Stock, (iii) increase any compensation or enter
into  or  amend  any  employment  agreement  with  any  of its present or future
officers  or directors, other than in the ordinary course of QDI' business, (iv)
adopt  any  new employee benefit plan, other than in the ordinary course of QDI'
business  (including  any stock option, stock benefit or stock purchase plan) or
amend  any existing employee benefit plan in any material respect, other than in
the  ordinary  course  of  business, except, in each case, for changes which are
less favorable to participants in such plans or as may be required by applicable
law,  or (v) amend any Officer Employment Agreement or increase any compensation
payable  under  such  Agreements  to  an  Officer.

          (h)     Shall  not  (i)  except  in  the  normal course of business as
consistent  with prior practice, declare, set aside or pay any dividend (whether
in  cash,  stock  or  property)  or  make any other distribution or payment with
respect  to  any  shares  of  its  capital  stock or (ii) directly or indirectly
redeem,  purchase  or  otherwise acquire any shares of its capital stock or make
any  commitment  for  any  such  action;

          (i)     Shall  not, and shall not permit its subsidiaries to (i) sell,
lease  or  otherwise dispose of any assets of QDI or its subsidiaries (including
capital stock) which are of a material amount, individually or in the aggregate,
or (ii) make any acquisition, by means of merger or  otherwise, of any assets or
securities which are of a material amount, individually or in the aggregate; and

          (j)     Shall  not, and shall not permit its subsidiaries to, agree in
writing  to  take or otherwise take (i) any of the foregoing actions or (ii) any
action  which  would make any representation or warranty of QDI herein untrue or
incorrect.

     5.02     Filings;  Other  Action.  Subject  to  the  terms  and  conditions
herein  provided,  QDI  and  United  shall:  (i)  promptly make their respective
filings  and  thereafter  make  any  other  required submissions to the SEC with
respect  to the Merger if required; (ii) use all reasonable efforts to cooperate
with  one another in (a) determining which filings are required to be made prior
to  the  Effective  Time  with,  and  which  consents,  approvals,  permits  or
authorizations  are  required  to  be obtained prior to the Effective Time from,
governmental or regulatory authorities of the United States, the several states,
and  other  jurisdictions in connection with the  execution and delivery of this
Agreement  and  the consummation of the transactions contemplated hereby and (b)
timely  making all such filings and timely seeking all such consents, approvals,
permits  or  authorizations;  and (iii) use best efforts to take, or cause to be
taken, all other action and do, or cause to be done, all other things necessary,
proper  or  appropriate  to  consummate  and  make  effective  the  transactions
contemplated  by  this Agreement.  If, at any time after the Effective Time, any
further  action  is  necessary  or  desirable  to  carry out the purpose of this
Agreement,  the  proper  officers and directors of United and QDI shall use best
efforts  to  take  all  such  necessary  action.

     5.03     Due Diligence Review.  From the date hereof to the Effective Time,
each  of  United  and  QDI  shall  allow  their  respective designated officers,
attorneys,  accountants and other representatives, as the case may be, access at
all  reasonable  times  to  the  records  and  files, correspondence, audits and
properties,  as  well  as to all information relating to commitments, contracts,
titles  and  financial  position,  or  otherwise  pertaining to the business and
affairs  of  United,  QDI  and  their  subsidiaries.

     For  the  purpose  of  conducting  their  respective  due  diligence
investigations,  each party will make available to the other for examination and
reproduction all documents and data of every kind and character relating to this
Agreement and the transactions contemplated hereby, in possession or control of,
or  subject  to  reasonable  access  by  either  party.  All  such due diligence
investigation  shall  be  completed  and  each  party  shall notify the other in
writing of the satisfaction or removal of this due diligence review condition on
or  prior  to  the  Effective  Time.

     Upon  mutual  agreement  of  the parties, additional time may be allowed to
complete  such  due diligence investigation.  Should a party ("Reviewing Party")
become aware of any information during its due diligence investigation which, in
the  opinion  of the Reviewing Party, could have material adverse impact on this
Agreement and/or the transactions contemplated hereby, the Reviewing Party shall
immediately  notify  the  other  party  ("Receiving  Party")  in writing of such
information  and  the concerns which such information has caused.  The Receiving
Party  shall  have a reasonable time to respond to those concerns.  In the event
that the concerns cannot be resolved to the satisfaction of the Reviewing Party,
the  Reviewing  Party  shall  have the right to terminate this Agreement without
further  liability  hereunder.  Each  party shall bear the costs and expenses of
its  own  due diligence investigation hereunder, including the fees and expenses
of  professional  advisors.

5.04     Further  Action.    Each party hereto shall, subject to the fulfillment
at  or  before  the  Effective Time of each of the conditions of performance set
forth herein or the waiver   thereof, perform such further acts and execute such
documents  as  may  be  reasonably  required  to  effect  the  Merger.

5.05     Expenses.  Whether or not the Merger is consummated, except as provided
in  Section  7.02 hereof or as provided otherwise herein, all costs and expenses
incurred  in  connection  with  this Agreement and the transactions contemplated
hereby  shall  be  paid  by  the  party  incurring  such  expenses.

     5.06     Consent  of  QDI  Shareholders. QDI shall submit the Merger to the
shareholders  of  the Company for their consideration in accordance with Article
92A.120  of  the Nevada Revised Statues  and other provisions of applicable law,
and  obtain  the consent of its shareholders. QDI shall notify United in writing
that  the consent of the shareholders has been obtained, and shall set forth the
names of any dissenting shareholders at least one (1) day prior to the Effective
Time.

5.07     Publicity.  The  initial press release relating to this Agreement shall
be  a  joint press release and thereafter QDI and United shall, subject to their
respective  legal  obligations  (including  requirements  of the Nasdaq National
Market,  stock exchanges and other similar regulatory bodies), consult with each
other,  and  use reasonable efforts to agree upon the text of any press release,
before issuing any such press release or otherwise making public statements with
respect  to  the transactions contemplated hereby and in making any filings with
any  federal  or state governmental or regulatory agency or with Nasdaq National
Market,  or  any  national  securities  exchange  with  respect  thereto.

     5.08     Best Efforts to Close.  The parties hereto agree to use their best
efforts  to  close  the  transactions  contemplated hereby by February 28, 2002.


                                   ARTICLE VI
                           CONDITIONS TO CONSUMMATION
                                  OF THE MERGER

     6.01     Conditions  to Each Party's Obligation to Effect the Merger.   The
respective  obligations  of  each  party to effect the Merger are subject to the
satisfaction  or  waiver, where permissible, prior to the Effective Time, of the
following  conditions:

(a)          This  Agreement shall have been approved by the affirmative vote of
the shareholders of QDI by the requisite vote in accordance with applicable law;

(b)     No  statute,  rule,  regulation,  executive order, decree, injunction or
other  order  (whether  temporary,  preliminary  or  permanent), shall have been
enacted, entered, promulgated or enforced by any court or governmental authority
     which  is  in  effect and has the effect of prohibiting the consummation of
the Merger; provided, however, that each of the parties shall have used its best
efforts  to  prevent the entry of any injunction or other order and to appeal as
promptly  as  possible  any  injunction  or  other  order  that  may be entered;

(c)     This Agreement shall have been approved by the Board of Directors of QDI
     and  the  affirmative vote of the shareholders of QDI by the requisite vote
in accordance with applicable law, if required, and by the Board of Directors of
United  by  resolution  in accordance with applicable law.  Each of the consents
and  resolutions  shall  have  been obtained and  set forth on Exhibits 6.01(c),
6.01(c)(i)  and  6.01(c)(ii)  annexed  hereto.

(d)     QDI,  on or before the Effective Time, shall have completed the issuance
of its Convertible Debentures ("Debentures") in the face amount of $1,000,000 to
     ,  a  Colorado limited liability company, upon the terms and conditions set
forth  in  the  Subscription  Agreement  and other documentation relating to the
issuance  of  the  Debentures, and a minimum of $400,000 shall have been funded.
Subject  to  and  upon  the  Effective  Time of this Agreement, United agrees to
assume  the  liabilities  and  obligation  to  pay principal and interest on the
Debentures.  On  or  prior  to the Effective Time, QDI shall secure, in writing,
from  all of the holders of the Debentures, their consent to United's assumption
of  QDI's  liability  and  obligations  under  the  Debentures.

(e)     A  Consulting  Agreement between United and James G. Brewer Sr. has been
executed, a copy of which is annexed to this Agreement as Exhibit 6.01(e).  This
     Consulting  Agreement  shall  become  an  obligation  of  the  Surviving
Corporation.

     (f)     A  Consulting  Agreement between QDI and Randall P. Bertuccelli has
been  executed, a copy of which is annexed to this Agreement as Exhibit 6.01(f).
This  Consulting  Agreement  shall  become  an  obligation  of  the  Surviving
Corporation.

     (g)     QDI  shall  deliver  the  legal  opinion  of  its  general counsel,
substantially  in  the  form  annexed hereto as Exhibit 6.01(g) and United shall
deliver  the  legal  opinion  of  its counsel, substantially in the form annexed
hereto  as  Exhibit  6.01(g)(1).

     (h)     Each  party  shall  have  completed  its  due  diligence review and
notified  the  other  in  writing  of  the  satisfaction  or  removal of the due
diligence  review  condition  in accordance with Article 5.03 of this Agreement.

                                   ARTICLE VII
                         TERMINATION; AMENDMENT; WAIVER

          7.01     Closing and Termination.        Except as otherwise set forth
in  this  Section  7.01, this Agreement shall  close by no later than 11:59 p.m.
PDT,  January  31,  2002, ("Closing Date") provided that either party may extend
this  Agreement  for an additional seven (7) day period by written notice to the
other  party  prior  to the Closing Date.  This Agreement shall terminate if not
closed  by  11:59  p.m.,  PDT,  February 7, 2002.  Notwithstanding the foregoing
and/or the approval of this Agreement by the shareholders of QDI, this Agreement
may  be  terminated  and  the Merger contemplated hereby may be abandoned at any
time  prior  to  the  Effective  Time:

(a)     By mutual written consent, duly authorized by their respective Boards of
     Directors,  by  United  and  QDI;
     (b)     By  either  United  or  QDI
     (i)     if  any  court  of competent jurisdiction or any other governmental
body  shall  have  issued  an order,  decree or ruling or taken any other action
permanently  enjoining,  restraining  or  otherwise  permanently prohibiting the
Merger  and  such  order, decree, ruling or other action shall have become final
and  non-appealable;
     (ii)     if,  upon  a  vote  at a duly held meeting or upon any adjournment
thereof,  the  shareholders  of  QDI  shall  have  failed  to  give any required
approvals;  or
     (c)     By United if QDI shall have breached any of its representations and
warranties  or covenants contained herein and if such breach or breaches, either
individually  or  in the aggregate, will have, or are reasonably likely to have,
an QDI Material Adverse Effect as defined in Section 4.04 unless, in the case of
a  breach  of  covenant,  such failure to perform has been caused by a breach of
this  Agreement  by  United.

     (d)     By QDI if United shall have breached any of its representations and
warranties and such breach or breaches, either individually or in the aggregate,
will  have,  or are reasonably likely to have, a United Material Adverse Effect,
as  defined  in  Section  3.04, or if United shall have breached in any material
respect  any  of its covenants contained herein, unless, in the case of a breach
of  any  covenant,  such  failure to perform has been caused by a breach of this
Agreement  by  QDI;

7.02     Effect of Termination.  In the event of the termination and abandonment
     of  this Agreement pursuant to Section 7.01, this Agreement, except for the
obligations  of  the parties pursuant to this Section 7.02 and the provisions of
Section  5.05,  shall  forthwith  become  void  and  have no effect, without any
liability  on  the part of any party or its directors, officers or shareholders;
provided  that  nothing  in  this  Section  7.02 shall relieve any party to this
Agreement  of  liability  for  breach  of  this  Agreement.

     7.03     Amendment.     To  the  extent  permitted  by applicable law, this
Agreement may be amended by the parties, at any time before or after approval of
this  Agreement  and  the  merger by the shareholders of QDI but, after any such
shareholder  approval,  no  amendment shall be made that by law requires further
approval  of  such shareholders without the approval of such shareholders.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of  all  the  parties.

     7.04     Extension;  Waiver.  At  any time prior to the Effective Time, the
parties  hereto  may  (i)  extend  the  time  for  the performance of any of the
obligations  or  other  acts  of  the  other  parties  hereto,  (ii)  waive  any
inaccuracies in the representations and warranties contained herein by any other
applicable  party  or in any document, certificate or writing delivered pursuant
hereto  by  any  other  applicable  party, or (iii) subject to the terms hereof,
waive  compliance  with any of the agreements or conditions of the other parties
contained  herein.  Any agreement on the part of any party to any such extension
or waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.  The failure of a party to this Agreement to assert any of
its  rights  under this Agreement shall not constitute a waiver of those rights.

     7.05     Procedure  for  Closing,  Termination,  Amendment,  Extension  or
Waiver.  A termination of  this Agreement pursuant to Section 7.01, an amendment
of this Agreement pursuant to Section 7.03 or an extension or waiver pursuant to
Section 7.04 shall, in order to be effective, require (a) in the case of United,
action by its Board of Directors or the duly authorized designee of its Board of
Directors  and  (b)  in  the  case  of  QDI,  action  by its Board of Directors.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.01     Nonsurvival  of  Representations,  Warranties and Agreements.  All
representations,  warranties  and  agreements  in  this  Agreement  or  in  any
instrument  delivered  pursuant  to  this  Agreement  shall be deemed to be only
conditions  to  the  Merger and shall not survive the Merger, provided, however,
that  the  representations and warranties contained in Section 1.07, and in this
Article  VIII  shall  survive  the  Merger.

8.02     Assignment,  Binding  Effect;  Benefit; Entire Agreement.  Neither this
Agreement  nor  any  of  the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without  the  prior  written  consent  of  the  other  parties.  Subject  to the
preceding  sentence, this Agreement shall be binding upon and shall inure to the
benefit  of  the  parties  hereto  and  their respective successors and assigns.
Notwithstanding anything contained in this Agreement to the contrary, nothing in
this  Agreement, expressed or implied, is intended to confer on any person other
than  the  parties  hereto  or  their  respective  heirs, successors, executors,
administrators and assign any rights, remedies, obligations or liabilities under
or  by  reason of this Agreement.  This Agreement and any documents delivered by
the  parties  in  connection  herewith constitute the entire agreement among the
parties  with  respect  to  the  subject  matter  hereof and supersede all prior
agreements  and understandings (oral and written) among the parties with respect
thereto.  No  addition  to  or  modification  of any provision of this Agreement
shall  be binding upon any party hereto unless made in writing and signed by all
parties  hereto.

     8.03     Severability.  Any  term  or  provision of this Agreement which is
invalid  or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective  to  the  extent  of  such  invalidity  or  unenforceability without
rendering  invalid  or  unenforceable the remaining terms and provisions of this
Agreement  or otherwise affecting the validity or enforceability of any of   the
terms  or  provisions  of  this  Agreement  in  any  other jurisdiction.  If any
provision,  clause,  section  or  port  of  this  Agreement is so broad as to be
unenforceable, the provision, clause, section or part shall be interpreted to be
only  so broad as is enforceable, and all other provisions, clauses, sections or
parts  of  this  Agreement  which  can  be  effective without such unenforceable
provision, clause, section or part shall, nevertheless, remain in full force and
effect.

8.04     Notices.  Any notice required to be given hereunder shall be sufficient
     if  in  writing,  and sent by facsimile transmission and by courier service
(with  proof  of service), hand delivery or certified or registered mail (return
receipt  requested  and  first-class  postage  prepaid),  addressed  as follows:


          If  to  QDI,  to:

Quick  Draw  ATM,  Inc.
Randall  P.  Bertuccelli
3000  Citrus  Circle,  Suite  116
Walnut  Creek,  CA  94598
Fax  915-939-0174

     With  copy  to:
     Marc  Libarle
1388  Sutter  St.,  #910
San  Francisco,  CA  94109
Fax  415-928-8936

If  to  United,  to:

United  Trading.Com
19762  MacArthur  Blvd.,  Suite  300
Irvine,  CA  92612
Attn:  James  Brewer,  President
Fax:  (949)  759-3505

With  a  copy  to:
Pat  Passenheim
501  W.  Broadway,  Suite  500
San  Diego,  CA  92101
Fax:  (619)  544-0852


or  to such other address as any party shall specify by written notice so given,
and  such  notice  shall  be  deemed to have been delivered as of the date it is
telecommunicated,  personally  delivered  or  mailed.

8.05     Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with  the laws of the State of Nevada without regard to its rules of
conflict  of  laws.

8.06     Arbitration.  Any  controversy  or  claim arising out of or relating to
this  Agreement,  or  the breach thereof, shall be settled under the Arbitration
Rules  of  the  State  of  Nevada.

     8.07     Descriptive  Headings.  The  descriptive  headings  herein  are
inserted for convenience of reference only and are not intended to be part of or
to  affect  the  meaning  or  interpretation  of  this  Agreement.

8.08     Counterparts  and Facsimile Signatures.  This Agreement may be executed
by  the  parties hereto in separate counterparts, each of which when so executed
and  delivered  shall  be  an original, but all such counterparts shall together
constitute  one  and  the  same  instrument.  Each  counterpart may consist of a
number  of copies of this Agreement each of which may be signed by less than all
of  the  parities  hereto, but together all such copies shall constitute one and
the  same  instrument.  Execution  and delivery of this Agreement by exchange of
facsimile  copies  bearing  the  facsimile  signature  of  a  party hereto shall
constitute  a valid and binding execution and delivery of this Agreement by such
party.  Such  facsimile  copies shall constitute enforceable original documents.

8.09     Certain  Definitions.  For  purposes  of  this Agreement, the following
terms  shall  have  the  meanings  ascribed  to  them  below:
          (a)     "Affiliate"  of  a  person  means  a  person  that directly or
                   ---------
indirectly,  through  one or more intermediaries, controls, is controlled by, or
is  under  common  control  with,  the  first-mentioned  person.
          (b)     "Control"  (including the terms "controlling", "controlled by"
                   -------
and  "under  common  control with") means the possession, direct or indirect, of
the  power  to direct or cause the direction of the management and policies of a
person,  whether  through  ownership  of  voting  securities,  by  contract,  or
otherwise.
          (c)     "Person"  means  a  natural  person,  company,  corporation,
                   ------
partnership,  joint  venture, association, trust, unincorporated organization or
other  entity.
          (d)     "Subsidiary"  of any person means a person in which such first
                   ----------
referenced  person  owns  directly  or  indirectly  an  amount  of  the  voting
securities,  other  voting  ownership  or  voting  partnership interest which is
sufficient  to  elect  at  least  a  majority of its Board of directors or other
governing  body  (or,  if  there  are  no such voting interest, owns directly or
indirectly  50%  or  more  of  the  equity  interest).

     8.10     Waivers.  Except  as  provided  in this Agreement, no action taken
pursuant  to this Agreement, including, without limitation, any investigation by
or  on  behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or  agreements  contained in the Agreement.  The waiver by any party hereto to a
breach  of any provision hereunder shall not operate or be construed as a waiver
of  any prior or subsequent breach of the same or any other provision hereunder.

     8.11     Incorporation  of  Exhibits.  All  Exhibits  and  annexes attached
hereto  and  referred  to  herein are hereby incorporated herein and made a part
hereof  for  all  purposes  as  if  fully  set  forth  herein.

     8.12     Interpretation.  In  this  Agreement, unless the context otherwise
requires, words describing the singular number shall include the plural and vice
versa,  words  denoting  any gender shall include all genders and words denoting
natural  persons  shall  include  corporations  and partnerships and vice versa.






                       The balance of this page left blank



Signature  page




     IN  WITNESS  WHEREOF,  each  of the parties has caused this Agreement to be
executed on its behalf by its respective officers thereunto duly authorized, all
as  of  the  day  and  year  first  above  written.
          UNITED  TRADING.COM

          By:    s/James  G.  Brewer
             -----------------------
               James  G.  Brewer,  President  and  CEO


          QUICK  DRAW  ATM,  INC.

          By:    s/Randall  P.  Bertuccelli
             ------------------------------
               Randall  P.  Bertuccelli,  President

<PAGE>
                                LIST OF EXHIBITS

Exhibit  Number     Description
---------------     -----------
1.04          List  of  Officers  &  Directors
1.05  (c)     Distribution  of  QDI  Common  Stock
4.03          Outstanding  QDI  Common  Stock  &  Rights
6.01  (c)     Resolution  of  Board  of  Directors  of  QDI
6.01  (c)(i)     Consent  of  shareholders  of  QDI
6.01  (c)(ii)     Resolution  of  Board  of  Directors  of  United
6.01  (e)     Corporate  Officer  employment  Agreement  between  United  and
               James  G.  Brewer,  SR
6.01  (f)          Employment  Agreement  between QDI and Randall P. Bertuccelli
6.01  (g)     Legal  Opinion  by  QDI  Counsel

6.01  (g)(1)     Legal  Opinion  by  United  Counsel