EXHIBIT 2.6


                           CERTIFICATE OF APPROVAL OF
                             AGREEMENT OF MERGER OF
                            REQUESTAMERICA.COM, INC.


     Roy Berelowitz,  President and Secretary,  of  RequestAmerica.com,  Inc., a
corporation  duly  organized  and  existing  under  the  laws  of the  State  of
California (the "Corporation"), does hereby certify:

     1.  That  he is the  duly  elected,  acting  and  qualified  President  and
Secretary of the Corporation.

     2.  That the  Agreement  of  Merger in the form  attached  hereto  was duly
approved by the Board of Directors of the  Corporation  under the  provisions of
Section 1201 of the California General Corporation Law.

     3.  There is one  authorized  class of  stock,  consisting  of One  Hundred
Million  (100,000,000)  shares of Common Stock, no par value. There were Fifteen
Million Three Hundred Eighty-Seven  Thousand Five Hundred (15,387,500) shares of
Common Stock  outstanding and entitled to vote on the Agreement of Merger in the
form attached hereto.

     4. The  Agreement  of Merger  was  approved  by the  holders  of at least a
majority  of the  outstanding  shares of Common  Stock of the  Corporation.  The
percentage  of the  Corporation's  outstanding  shares  entitled  to vote on the
Agreement  of Merger which voted to approve the  Agreement of Merger  equaled or
exceed the vote required.

     We further  declare under penalty of perjury under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

         Executed in __________, California this ____ day of February, 2001.



                                        /s/ Roy Berelowitz
                                        -------------------------------------
                                        Name:  Roy Berelowitz
                                        Title:  President


                                        /s/ Roy Berelowitz
                                        -------------------------------------
                                        Name:  Roy Berelowitz
                                        Title:  Secretary