EXHIBIT 2.2


                 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

     This Amendment No. 1 (this "Amendment") is entered into as of this ____ day
of February,  2001,  by and among  Worldbid  Corporation,  a Nevada  corporation
("Parent"),  Worldbid  (Acquisition)  Corporation,  a Nevada corporation and the
wholly-owned  subsidiary  of Parent  ("Sub"),  and  RequestAmerica.com,  Inc., a
California  corporation  (the  "Company"),  and constitutes an amendment to that
certain  Agreement  and Plan of Merger (as the same may be amended  from time to
time,  the  "Merger  Agreement"),  dated as of  February  2, 2001,  by and among
Parent,  Sub and the  Company.  Capitalized  terms used  herein and not  defined
herein  shall have the  meanings  ascribed to them in the Merger  Agreement,  as
amended hereby.


                               W I T N E S S E T H

     WHEREAS,  Parent,  Sub and the Company entered into the Merger Agreement on
February 2, 2001;

     WHEREAS,  the parties desire to amend the Merger  Agreement,  in accordance
with the amendment provisions of Section 6.3 thereof, as set forth herein;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  parties  hereby  amend the
Merger Agreement, effective immediately, as follows:

     1. Amendment to Schedule 1.7. Schedule 1.7 to the Merger Agreement shall be
amended by deleting  Schedule 1.7 in its entirety and replacing it with Schedule
1.7 attached to this Amendment and incorporated by reference.

     2. Amendment to Appendix  2.2(b).  Appendix 2.2(b) to the Merger  Agreement
shall be amended by deleting  Appendix  2.2(b) in its entirety and  replacing it
with Appendix 2.2(b) attached to this Amendment and incorporated by reference.

     3.  Construction.  This  Amendment  shall be governed by and  construed  in
accordance with the laws of the State of California.

     4. Entire Amendment.  This Amendment,  and the terms and provisions hereof,
constitute  the entire  agreement  among the parties  pertaining  to the subject
matter hereof and  supersedes  any and all prior or  contemporaneous  amendments
relating to the subject matter hereof.  Except as expressly amended hereby,  the
Merger  Agreement  shall remain  unchanged and in full force and effect.  To the
extent any terms or  provisions  of this  Amendment  conflict  with those of the
Merger Agreement, the terms and provisions of this Amendment shall control. This
Amendment  shall be deemed  part of and is hereby  incorporated  into the Merger
Agreement.

     5.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Amendment by signing
any such counterpart.  Delivery of an executed  counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery



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of an original executed  counterpart of this Amendment.  Any party delivering an
executed  counterpart of this Amendment by  telefacsimile  also shall deliver an
original executed  counterpart of this Amendment,  but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

     6. Amendments. Any term of this Amendment may be amended and the observance
of any term of this Amendment may be waived (either generally or in a particular
instance and either  retroactively or prospectively),  only with written consent
of the parties hereto.



















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     IN WITNESS  WHEREOF,  the  parties  have  caused  this  Amendment  No. 1 to
Agreement  and Plan of Merger to be executed and  delivered as of the date first
written above.

WORLDBID CORPORATION                          REQUESTAMERICA.COM, INC.
a Nevada corporation                          a California corporation


By: /s/ Scott Wurtele                         By: /s/ Roy Berelowitz (initialed)
    ---------------------------                   ---------------------------
    Name:  Scott Wurtele                          Name:  Roy Berelowitz
    Title: CEO                                    Title:


WORLDBID (ACQUISITION) CORPORATION,
a Nevada corporation


By: /s/ Scott Wurtele
    ---------------------------
    Name:  Scott Wurtele
    Title: President










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