CYTATION.COM INCORPORATED

and

CYTATION CORPORATION

ARTICLES OF MERGER  


     Pursuant to the provisions of the Rhode Island General Laws (R.I.G.L. 
7-1.1-27, 7-1.1-30.3, 7-1.1-65, 7-1.1-67, 7-1.1-67, 7-1.1-68 and 7-1.1-74, et 
seq., as amended) the undersigned corporations adopt the following Articles 
of MERGER:  

     THIS IS TO CERTIFY:


     FIRST:CYTATION.COM INCORPORATED, a corporation organized and existing 
under the laws of the State of New York (hereinafter sometimes referred to as 
the "Surviving Corporation"), and CYTATION CORPORATION, a corporation 
organized and existing under the laws of the State of Rhode Island 
(hereinafter sometimes referred to as the "Disappearing Corporation"), agree 
that the Disappearing Corporation, shall be merged into the Surviving 
Corporation. The terms and conditions of the merger and the mode of carrying 
the same into effect are as herein set forth in these Articles of Merger.

     SECOND:The Surviving Corporation shall survive the merger and shall 
continue under the name of CYTATION.COM INCORPORATED.

     THIRD:The parties to the Articles of Merger are CYTATION.COM 
INCORPORATED, a corporation organized on June 10, 1966, under the General 
Corporation Law of the State of New York, and CYTATION CORPORATION, a 
corporation organized and existing under the laws of the State of Rhode 
Island.



     FOURTH:No amendment is made to the Articles of Incorporation of the 
Surviving Corporation as part of the merger.

     FIFTH:The total number of shares of stock of all classes which the 
Surviving Corporation has authority to issue is one hundred million 
(100,000,000) shares of Common Stock (hereinafter referred to as the "Common 
Stock").

     SIXTH:Attached hereto as Exhibit A is the Plan of Merger of CYTATION.COM 
INCORPORATED, a New York corporation, and CYTATION CORPORATION, a Rhode 
Island corporation.  

     SEVENTH:The Plan of Merger was duly adopted by the Boards of Directors 
of the respective corporations on January 25, 1999, and approved by the 
Shareholders of the Disappearing Corporation on February 11, 1999, in the 
manner prescribed by Sections 7-1.1-27, 7-1.1-30.3, 7-1.1-65, 7-1.1-67, 
7-1.1-67, 7-1.1-68 and 7-1.1-74, et seq., as amended of the General Laws of 
Rhode Island.  The number of shares voted for the Plan of Merger was, with 
respect to each corporation, sufficient for approval as set forth below.

The number of shares of CYTATION CORPORATION outstanding at the time of such 
adoption was 1,231,493, and the number of Shares entitled to vote thereon was:

               1,231,493     

     EIGHTH:The principal office of the Disappearing Corporation, organized 
under the laws of the State of Rhode Island, is located in Middletown, Rhode 
Island.

NINTH:The location of the principal office of the Surviving Corporation in the 
State of New Jersey, is 3035 Main Street, Voorhees, New Jersey, 08043, and the 
name and address of a resident agent of said Surviving Corporation in New 
Jersey, service of process upon whom shall bind such Corporation in any 
action, suit or proceeding pending at the time of filing these Articles of 
Merger or thereafter instituted or filed against it, is:

               3035 Main Street
               Voorhees, NJ 08043
               


     TENTH:The effective date of this merger shall be February 11, 1999.

IN WITNESS WHEREOF, the following persons have duly executed and verify these 
Articles of Merger this 11th day of February, 1999.

                         CYTATION.COM INCORPORATED, 
                         a New York corporation  

Attest:

                         /s/ Jerry Cole

_____________________    By:______________________  
                ,           JERRY COLE, 
Secretary                   President  

                         CYTATION CORPORATION, 
                         a Rhode Island corporation  

Attest:
                         /s/ Richard A. Fisher

_____________________    By:______________________  
                ,           RICHARD A. FISHER,
Secretary                   Chairman  


STATE OF CALIFORNIA     )
                        ) ss:
COUNTY OF LOS ANGELES   )

     This instrument was acknowledged and executed before me this _____ day 
of _______________, 1999, by Jerry Cole, Chairman and President of CYTATION.COM 
INCORPORATED, a New York corporation.

                                   ______________________________
                                   Notary Public
My Commission Expires:  
[SEAL]



STATE OF RHODE ISLAND    )
                         )     ss:
COUNTY OF NEWPORT        )


This instrument was acknowledged and executed before me this _____ day of 
_______________, 1999, by RICHARD A. FISHER, Chairman of CYTATION 
CORPORATION, a Rhode Island corporation.


                                   ______________________________
                                   Notary Public

My Commission Expires:  
[SEAL]