EXHIBIT 2.5

                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER


     Joseph J. Stern and Andrew Poston certify that:

     1. They are the  President  and the  Secretary,  respectively,  of  ORGANIC
INGREDIENTS, INC., a California corporation (the "Corporation").

     2.  The  Agreement  and  Plan of  Merger  and  Reorganization  between  the
Corporation and Organic Food Products, Inc., a California corporation,  dated as
of May 14, 1999, a copy of which is attached  hereto,  was duly  approved by the
Board of Directors and Shareholders of the Corporation.

     3. The  Shareholder  approval was the holders of _____% of the  outstanding
shares of the Corporation.

     4. The  authorized  capital  stock of the  Corporation  consists of 100,000
shares  of common  stock,  of  which,  as of the date  hereof,  all  shares  are
outstanding.


     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.


Date: __________, 1999                          /s/  Joseph J. Stern
                                                --------------------------------
                                                Joseph J. Stern, President


                                                /s/  Andrew Poston
                                                --------------------------------
                                                Andrew Poston, Secretary








                             CERTIFICATE OF APPROVAL
                                       OF
                               AGREEMENT OF MERGER


     John Battendieri and Richard Bacigalupi certify that:

     5. They are the President and the Secretary,  respectively, of ORGANIC FOOD
PRODUCTS, INC., a California corporation (the "Corporation").

     6.  The  Agreement  and  Plan of  Merger  and  Reorganization  between  the
Corporation and Organic Ingredients, Inc., a California corporation, dated as of
May 14, 1999, a copy of which is attached hereto, was duly approved by the Board
of Directors and Shareholders of the Corporation.

     7. The  Shareholder  approval was the holders of _____% of the  outstanding
shares of the Corporation.

     8. The authorized  capital stock of the Corporation  consists of 20,000,000
shares of common stock, of which, as of the date hereof, approximately 7,567,002
shares are outstanding,  and 5,000,000 shares of preferred stock,  none of which
are outstanding as of the date hereof.

     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.


Date: __________, 1999                           /s/  John Battendieri
                                                 -------------------------------
                                                 John Battendieri, President


                                                 /s/  Richard Bacigalupi
                                                 -------------------------------
                                                 Richard Bacigalupi, Secretary