CERTIFICATE OF MERGER

     FIRST:  The  name  of  the surviving entity is BLUEBOOK ACQUISITIONS CORP.,
and  the  place of its organization is the jurisdiction of Nevada.  The name and
place  of  organization of the entity being merged into the surviving entity is:
THE  BLUEBOOK  INTERNATIONAL,  INC.,  organized  in  the jurisdiction of Nevada.

     SECOND:  A  plan  of  merger  was adopted by each entity that is a party to
this  merger.

     THIRD     :  The  plan of merger was adopted by Bluebook Acquisitions Corp.
by  unanimous  written  consent  of  the Directors and Shareholders (pursuant to
Chapter  92A  of  the  Nevada  Revised  Statutes).

     FOURTH:  The plan of merger was adopted by The Bluebook International, Inc.
by  unanimous  written  consent  of  the Directors and Shareholders (pursuant to
Chapter  92A  of  the  Nevada  Revised  Statutes).

     FIFTH:  The number of votes or percentage of owner's interests cast for the
plan  by the owner of each class of interests of Bluebook Acquisitions Corp. was
sufficient  for  approval  by  the  owner  of  that  class.

     SIXTH:  The number of votes or percentage of owners' interests cast for the
plan  by  the  owners  of each class of interests of The Bluebook International,
Inc.  was  sufficient  for  approval  by  the  owners  of  that  class.

     SEVENTH:  The Articles of Incorporation of Bluebook Acquisitions Corp. were
amended  as  provided  by  the plan of merger, as follows:  The name of Bluebook
Acquisitions  Corp.  shall  be  changed  to  The  Bluebook  International,  Inc.

     EIGHTH:  The  complete  executed  plan of merger is on file at the place of
business  of  Bluebook  Acquisitions Corp., located at 25422 Trabuco Road, Suite
105-Y,  Lake  Forest, California 92630, and a copy of the plan will be furnished
by  Bluebook  Acquisitions Corp. on request and without cost to any owner or any
entity  which  is  a  party  to  this  merger.

     NINTH:  This  merger  shall  be effective on the date filed with the Nevada
Secretary  of  State.

                    [signatures begin on the following page]



                                        BLUEBOOK  ACQUISITIONS  CORP.,
                                        a  Nevada  corporation


                                        By:  /s/  Andrew  Hromyk
                                           -------------------------------------
                                             Andrew  Hromyk,  President


                                        By:  /s/  Andrew  Hromyk
                                           -------------------------------------
                                             Andrew  Hromyk,  Secretary



                                        BLUEBOOK  INTERNATIONAL,  INC.,
                                        a  Nevada  corporation


                                        By:  /s/  Mark  A.  Josipovich
                                           -------------------------------------
                                             Mark  A.  Josipovich,  President


                                        By:  /s/  Mark  A.  Josipovich
                                           -------------------------------------
                                             Mark  A.  Josipovich,  Secretary