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                                                                   Exhibit 2.6

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                            CYTATION.COM INCORPORATED
                            (a New York corporation)

                                      INTO

                          COLLEGELINK.COM INCORPORATED
                            (a Delaware corporation)

                         PURSUANT TO SECTION 253 OF THE
                        DELAWARE GENERAL CORPORATION LAW


         Cytation.com Incorporated, a corporation organized and existing under
the laws of New York, ("Cytation") does hereby certify as follows:

         1. That this corporation was incorporated on the 2nd day of April,
1969, pursuant to the New York Business Corporation Law, the provisions of which
permit the merger of a corporation of another state and a corporation organized
and existing under the laws of New York.

         2. That this corporation owns all the issued and outstanding capital
stock of CollegeLink.com Incorporated, a corporation incorporated on the 1st day
of November, 1999, pursuant to the Delaware General Corporation Law
("CollegeLink").

         3. That the directors of this corporation, by the following resolutions
of its Board of Directors duly adopted at a meeting of the Board of Directors on
November 11, 1999, determined to merge itself into said CollegeLink (the
"Merger"):


         RESOLVED:   That the Board of directors deems it advisable and in the
                     best interests of the Corporation for the Corporation to
                     enter into an Agreement and Plan of Merger, a copy of which
                     has been presented to and reviewed by the Directors and is
                     hereby ordered filed with the minutes of this meeting (the
                     "Merger Agreement"), pursuant to which, among other things,
                     (i) the Corporation will be merged with and into
                     CollegeLink.com Incorporated, a Delaware corporation and
                     wholly owned subsidiary of the Corporation ("CollegeLink"),
                     with CollegeLink continuing as the surviving



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                     corporation; and (ii) shares of CollegeLink will be issued
                     to the shareholders of the Corporation upon surrender of
                     any certificates therefor at the rate of one (1) share of
                     the common stock of CollegeLink for each share of common
                     stock of the Corporation, one (1) share of the Series A
                     Convertible Preferred Stock of CollegeLink for each share
                     of Series A Convertible Preferred Stock of the Corporation,
                     one (1) share of the Series B Convertible Preferred Stock
                     of CollegeLink for each share of Series B Convertible
                     Preferred Stock of the Corporation, and one (1) share of
                     the Series C Convertible Preferred Stock of CollegeLink for
                     each share of Series C Convertible Preferred Stock of the
                     Corporation;

         RESOLVED:   That the form, terms and provisions of the Merger
                     Agreement, and the transactions contemplated thereby, be,
                     and they hereby are, authorized, adopted and approved; and
                     that the President and Secretary of the Corporation be, and
                     they hereby are, authorized to execute and deliver, for and
                     on behalf of the Corporation and in its name, the Merger
                     Agreement, with such changes, additions, modifications, and
                     deletions thereto as the President may approve, such
                     officers' execution thereof to be conclusive evidence of
                     such approval and of the authorization thereof by this
                     Board of Directors;

         RESOLVED:   That the Merger Agreement be submitted to the stockholders
                     of the Corporation for their consideration and approval;

         RESOLVED:   That upon approval of the Merger Agreement by such
                     stockholders, the Corporation merge with and into
                     CollegeLink (the "Merger"), effective as of the filing of
                     the necessary documents with the states of New York and
                     Delaware, pursuant to Sections 905 and 907 of the New York
                     Business Corporation Law, Section 253 of the Delaware
                     General Corporation Law and the Merger Agreement; and

         RESOLVED:   That officers of the Corporation be, and they hereby are,
                     without further authorization of the Board of Directors,
                     severally authorized, for and on behalf of the Corporation
                     and in its name, to execute and deliver any and all
                     documents required to consummate the Merger, including, but
                     not limited to, a Certificate of Ownership and Merger for
                     filing with the Secretary of State of the State of Delaware
                     and a Certificate of Merger for filing with the Department
                     of State of the State of New York, and, in connection
                     therewith, to take any and all such actions and to execute,
                     with a corporate seal if deemed desirable, and deliver any
                     and all other agreements, instruments, documents, opinions,
                     certificates and/or other writings as the officer so acting
                     shall deem appropriate and desirable to carry into effect
                     the foregoing Resolutions or any part or parts thereof; and
                     that the taking of any such action and the execution of any
                     such writing shall be conclusive evidence that the action
                     so taken or the writing or writings so executed were
                     authorized by this Resolution.



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         4. That the proposed Merger has been adopted, approved, certified,
executed and acknowledged by Cytation in accordance with the laws of the State
of New York, under which Cytation was organized.

         IN WITNESS WHEREOF, Cytation has caused this Certificate of Ownership
and Merger to be executed in its name on November 15, 1999.

                                          CYTATION.COM INCORPORATED


                                          By: /s/ Kevin J. High
                                              --------------------------------
                                              Kevin J. High
                                              President













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