CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,  SAMUEL LAU, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on
Form  10-QSB  of  Icoworks,  Inc.  for  the  quarter  ended March 31, 2003 fully
complies  with  the  requirements  of  Section  13(a) or 15(d) of the Securities
Exchange  Act of 1934 and that the information contained in the Quarterly Report
on  Form 10-QSB fairly presents in all material respects the financial condition
and  results  of  operations  of  Icoworks,  Inc.

                                       By:          /s/ SAMUEL  LAU
                                                    ---------------------------
                                       Name:        SAMUEL  LAU

                                       Title:       Chief  Financial  Officer

                                       Date:        June  19,  2003