Exhibit 2.2

                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement") is entered into as
of the 5th day of  January,  2001,  by and among  Sundog  Technologies  Inc.,  a
Delaware   corporation   ("Sundog"),   and  Arkona,  Inc.,  a  Utah  Corporation
("Arkona").


                                    Recitals
                                    --------

A.       Sundog and Arkona  desire that  Arkona be merged with and into  Sundog,
         with  Sundog to be the  surviving  corporation,  all as more  fully set
         forth in this Agreement (the "Merger").

B.       For federal  income tax  purposes it is intended  that the Merger shall
         qualify as a reorganization within the meaning of Section 368(a) of the
         Internal Revenue Code of 1986, as amended (the "Code").

                                    Agreement
                                    ---------

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants,  agreements and conditions contained herein, the parties
agree as follows:

                                    ARTICLE I

                                   THE MERGER

         1.1 Merger;  Effective  Time. Upon the acceptance of the Certificate of
Merger to which this  Agreement  is  attached 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").  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.

         1.2 Conversion and Cancellation of Shares of Constituent  Corporations.
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 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 par value, of the Surviving Corporation ("Surviving
         Common Stock").


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         1.3 Certificate of Incorporation; Directors; and Officers.

                  (a) 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.

                  (b) 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.

                  (c) At the Effective time, 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.

         1.4 Surrender of Certificates.  After the Effective Time,  certificates
which prior to the Merger  represented  shares of Sundog Common Stock shall, for
all  purposes,  including  voting  entitlement,  evidence  ownership of an equal
number of shares of Surviving Common Stock.

         IN WITNESS  WHEREOF,  this  Agreement  and Plan of Merger has been duly
executed  and  delivered  by the  parties  hereto as of the date first set forth
above.

                                         Sundog Technologies Inc.,
                                         a Delaware Corporation

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

                                         Arkona, Inc.,
                                         a Utah Corporation

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

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