Exhibit 3.4

                       Certificate and Articles of Merger

                                       of

                               Arkona, Inc. (Utah)

                                  With and Into

                       Sundog Technologies Inc. (Delaware)

              Adopted pursuant to Section 252, General Corporation
              ----------------------------------------------------
                          Law of the State of Delaware
                          ----------------------------

Sundog Technologies Inc., a Delaware corporation ("Sundog"), does hereby certify
as follows:



         FIRST:  That  the  name  and  state  of  incorporation  of  each of the
constituent corporations of the merger are as follows:


                  Name                         State of Incorporation
                  ----                         ----------------------
                  Sundog Technologies Inc.     Delaware

                  Arkona, Inc.                 Utah


         SECOND:  That an Agreement and Plan of Merger (the "Merger  Agreement")
dated  January  5,  2001,  by  and  between  Sundog  and  Arkona,  Inc.,  a Utah
corporation  ("Arkona"),setting  forth the terms and conditions of the merger of
Arkona  with  and into  Sundog  (the  "Merger"),  has  been  approved,  adopted,
certified, executed and acknowledged by each of the constituent corporations, in
accordance  with  Section  252 of the  General  Corporation  Law of the State of
Delaware (the "Delaware  Law") and the Utah Revised  Business  Corporations  Act
(the "Utah Law").

         THIRD:  That upon the  acceptance of this  Certificate of Merger by the
Secretary of State of the State of Delaware and the Utah Department of Commerce,
Division of  Corporations  and Commercial Code (the  "Effective  Time"),  Arkona
shall be merged with and into Sundog, the separate corporate existence of Arkona
shall cease and Sundog shall continue as the surviving corporation with the name
"Sundog  Technologies  Inc."  (as  the  surviving  corporation,  the  "Surviving
Corporation").

         FOURTH:  That, at the Effective Time, the effect of the Merger shall be
as provided in the Merger  Agreement and the  applicable  provisions of the Utah
Law and the Delaware Law. Without limiting the generality of the foregoing,  and
subject thereto,  at the Effective Time, all the property,  rights,  privileges,
powers  and  franchises  of  Arkona  and  Sundog  shall  vest  in the  Surviving
Corporation,  and all debts,  liabilities  and duties of Arkona and Sundog shall
become the debts, liabilities and duties of the Surviving Corporation.


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<PAGE>


         FIFTH: That, at the Effective Time, the Certificate of Incorporation of
Sundog,  as in effect  immediately  prior to the  Effective  Time,  shall be the
Certificate  of  Incorporation  of the Surviving  Corporation  until  thereafter
amended as provided by Delaware Law and such Certificate of  Incorporation.  The
Bylaws of Sundog, as in effect immediately prior to the Effective Time, shall be
the Bylaws of the Surviving Corporation until thereafter amended.

         SIXTH: That, at the Effective Time, the directors of Sundog immediately
prior to the Effective Time shall be the directors of the Surviving Corporation,
to hold office until such time as such  directors  resign,  are removed or their
respective successors are duly elected or appointed and qualified.  The officers
of Sundog  immediately  prior to the Effective Time shall be the officers of the
Surviving  Corporation,  to hold office until such time as such officers resign,
are removed or their  respective  successors  are duly elected or appointed  and
qualified.

         SEVENTH:  That the mode of  carrying  the  Merger  into  effect and the
manner  and  basis  of  converting  the  shares  of  stock  of  the  constituent
corporations  into  shares  of stock of the  Surviving  Corporation  shall be as
follows:

                  (a) Each  share of  common  stock,  no par  value,  of  Arkona
("Arkona Common Stock") shall no longer be outstanding  and shall  automatically
be canceled and retired and shall cease to exist, and no consideration  shall be
delivered or deliverable in exchange therefor; and

                  (b) Each share of common  stock,  $.001 par  value,  of Sundog
("Sundog Common Stock"),  which shall be issued and outstanding at the Effective
Time  shall  become  one fully paid and  non-assessable  share of common  stock,
$.001, of the Surviving Corporation.

         EIGHTH:  That the number of authorized shares of Sundog Common Stock is
50,000,000, $.001 par value.

         NINTH:  Copies of the  executed  Agreement  and Plan of Merger  setting
forth the terms and  conditions of the merger of Arkona with and into Sundog are
on file at the offices of Sundog,  10542 S.  Jordan  Gateway,  Suite 200,  South
Jordan,  Utah 84095.  Copies will be made available to any shareholder of Sundog
or Arkona on request without cost.

         TENTH: That on January 5, 2001, the shareholders of Arkona approved the
Merger and the number of holders of shares of Arkona Common Stock,  their voting
rights,  and their votes with regard to the Merger  Agreement  and Merger are as
follows:

         As of the applicable  record date, of the 50,000  authorized  shares of
         common  stock,  no par value,  of  Arkona,  there  were  50,000  shares
         outstanding  and entitled to vote on the Merger  separately as a class.
         Each share of Arkona  Common  Stock was  entitled to one vote.  Of such
         shares,  50,000 were voted in favor of the Merger and Merger  Agreement
         and 0 were voted against.


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<PAGE>


         ELEVENTH:  That  approval by the holders of Sundog Common Stock was not
required.

         TWELFTH:  That the  address of the  principal  office of the  Surviving
Corporation is 10542 South Jordan Gateway, Suite 200, South Jordan, UT 84095.

         IN  WITNESS  WHEREOF,   the  Surviving   Corporation  has  caused  this
Certificate  of Merger to be  executed in its  corporate  name on the 5th day of
January, 2001.

                                          Sundog Technologies Inc.,
                                          a Delaware Corporation

                                          By: /s/ Alan Rudd
                                          -----------------
                                                  Alan Rudd, President