CERTIFICATE OF INCORPORATION
                                       OF
                            THE THORSDEN GROUP, LTD.
                            (a Delaware corporation)


         The undersigned, in order to form a corporation pursuant to the General
Corporation Law of the State of Delaware, does hereby certify as follows:

         FIRST:  The name of the Corporation is The Thorsden Group, Ltd.

         SECOND:  The address of the registered office of the Corporation in the
State of Delaware is The Prentice-Hall  Corporation  System,  Inc. 32 Loockerman
Square, Suite L-100, In the City of Dover, County of Kent 19901. The name of its
registered agent at the address is The Prentice-Hall Corporation System, Inc.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

         FOURTH:  The total number of shares of an classes which the Corporation
is authorized to have outstanding is Twenty One Million  (21,000,000)  shares of
which stock Twenty Million  (20,000,000)  shares in the par value of $.00l each,
amounting in the aggregate of Twenty Thousand Dollars  ($20,000) shall be common
stock  and of which  One  Million  (1,000,000)  shares in the par value of $.001
each,  amounting  in the  aggregate to One Thousand  Dollars  ($1,000)  shall be
preferred  stock.  The board of directors is authorized,  subject to limitations
prescribed  by law, to provide  for the  issuance  of the  authorized  shares of
preferred  stock  in  series,  and  by  filing  a  certificate  pursuant  to the
applicable  law of the State of  Delaware,  to  establish  from time to time the
number of shares to be  included  in each such  series  and the  qualifications,
limitations or restrictions  thereof. The authority of the board with respect to
each  series  shall  include,  but  not  be  limited  to,  determination  of the
following:

         (a)   The number of shams  constituting that series and the distinctive
               designation of that series;

         (b)   The dividend rate on the shares of that series, whether dividends
               shall be cumulative, and, if so, from which date or dams, and the
               relative  rights of priority.  if any, of payment of dividends on
               shares of that series;

         (c)   Whether that series shall have voting rights,  in addition to the
               voting  rights  provided  by law,  and,  if so, the terms of such
               voting rights;

        (d)     Whether that series shall have  conversion  privileges,  and, if
                so,  the  terms and  conditions  of such  conversion,  including
                provision for adjustment of the  conversion  rate in such events
                as the Board of Directors shall determine;

        (e)     Whether or not the shares of that  series  shall be  redeemable,
                and,  if so,  the  terms  and  conditions  of  such  redemption,
                including  the date or date upon or after  which  they  shall be
                redeemable,  and  the  amount  per  share  payable  in  case  of
                redemption,  which amount may vary under  different  conditions,
                and at different redemption rates;

        (f)     Whether that series shall have a sinking fund for the redemption
                or purchase of shares of that series,  and, if so, the terms and
                amount of such sinking fund;

                                       1
<PAGE>

        (g)     The  rights  of the  shares  of  that  series  in the  event  of
                voluntary or involuntary liquidation,  dissolution or winding up
                of the corporation, and the relative rights of priority, if any,
                of payment of shares of that series;

        (h)     Any other relative  rights,  preferences and limitations of that
                series,   unless  otherwise   provided  by  the  certificate  of
                determination.

        FIFTH_:  Election  of  directors  at an annual  or  special  meeting  of
stockholders  need not be by written ballot unless the bylaws of the corporation
shall otherwise provide.  The number of directors of the corporation which shall
constitute the whole board of directors shall be such as from time to time shall
be fixed by or in the manner provided in the bylaws.

        SIXTH: In furtherance  and not in limitation of the powers  conferred by
statute, the board of directors is expressly authorized to make, repeal,  alter,
amend and rescind the bylaws of the corporation.

        SEVENTH:  A director of the corporation  shall not be personally  liable
for monetary  damages to the corporation or its  stockholders  for breach of any
fiduciary  duty as a director,  except for  liability (i) for any breach of the.
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law;  (iii)  under  Section 174 of the  Delaware  General
Corporation Law or (iv) for any transaction  from which the director  derives an
improper personal benefit

        EIGHTH:  A  director  or  officer  of  the  corporation   shall  not  be
disqualified  by his  or  her  office  from  dealing  or  contracting  with  the
corporation  as  a  vendor,   purchaser,   employee.   agent  or  otherwise.  No
transaction,  contract or act of the corporation shall be void or voidable or in
any way  affected  or  invalidated  by reason of the fact that any  director  or
officer of the  Corporation is a member of any firm, a stockholder,  director or
officer of any corporation or trustee or beneficiary of any trust that is in any
way  interested  in such  transaction,  contract  or act. No director or officer
shall be accountable or responsible to the  corporation for or in respect to any
transaction,  contract  or act of the  corporation  or for any  gain  or  profit
directly or  indirectly  realized by him or her by reason of the fact that he or
she or any firm in which be or she is a member or any corporation of which he or
she is a stockholder, director, or officer, or any trust of which he or she is a
trustee,  or  beneficiary,  is  interest in such  transaction,  contract or act;
provided  the fact that such  director  or officer  or such  firm,  corporation,
trustee or beneficiary  of such trust,  is so interest shall have been disclosed
or shall have been known to the  members of the board of  directors  as shall be
present at any meeting at which action upon such  contract,  transaction  or act
shall have been taken.  Any director may be counted in determining the existence
of a quorum at any meeting of the board of  directors  which shall  authorize or
take action in respect to any such  contract,  transaction  or act, and may vote
thereat to authorize,  ratify or approve any such contract,  transaction or act,
and any officer of the  corporation  may take any action within the scope of his
or her authority,  respecting such contract,  transaction or act with like force
and  effect as if he or she or any firm of which be or she is a  member,  or any
corporation  of which be or she is a  stockholder,  director or officer,  or any
trust of which he or she is a trustee or  beneficiary,  were not  interested  in
such transaction,  contract or act Without limiting or qualifying the foregoing,
if in any judicial or other inquiry, suit, cause or proceeding,  the question of
whether a  director  or officer  of the  corporation  has acted in good faith is
material,  and  notwithstanding  any  statue  or  rule of law or  equity  to the
contrary  (if any  there  be) his or her good  faith  shall be  presumed  in the
absence of proof to the contrary by clear and convincing evidence.

                                       2
<PAGE>

         NINTH:  Whenever a compromise or  arrangement  is proposed  between the
corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of the  corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  of class of  creditors,
and/or the stockholders or class of stockholders of the corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of this
corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  corporation,  as  the  case  may  be,  and  also  on the
corporation.

        TENTH:  The  corporation  reserves  the  right to amend and  repeal  any
provision   contained  in  this  certificate  of  incorporation  in  the  manner
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.

        ELEVENTH:  The  incorporator is Jehu Hand whose mailing address is 29691
Monarch Drive, San Juan Capistrano California 92675.

        I, the undersigned, being the incorporator, for the purpose of forming a
corporation  under the laws of the State of  Delaware  do make,  file and record
this Certificate of  Incorporation,  do certify that the facts herein stated are
true, and, accordingly, have hereunto set my hand this 3rd day of June, 1992.


                                              /s/  Jehu Hand
                                              ----------------------------------
                                              Jehu Hand, Incorporator



                                       3
<PAGE>



                 CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED

                         OFFICE AND OF REGISTERED AGENT

                                       OF

                            THE THORSDEN GROUP, LTD.



         Adopted in accordance with the Provisions of Section 133 of the General
Corporation Law of the State of Delaware.

         It is hereby certified that:

         FIRST: The name of the corporation is:

                                                     THE THORSDEN GROUP, LTD.

         SECOND:  The registered  office of the corporation  within the state of
Delaware is hereby  changed to 3640-A  Concord Pike, in the City of  Wilmington,
County of Newcastle, 19803.

         THIRD:  The  registered  agent of the  corporation  within the State of
Delaware  is hereby  changed  to WXYZ,  Inc.,  the  business  office of which is
identical with the registered office as hereby changed.

         FOURTH:  The  corporation  has authorized the changes  hereinabove  set
forth by resolution of its Board of Directors.

         IN WITNESS  WHEREOF,  we have signed this  Certificate this 27th day of
November, 1995.


                                                /s/ Jehu Hand
                                                --------------------------------
                                                President


                                                /s/ Kimberly Peterson
                                                --------------------------------
                                                Assistant Secretary


                                       4
<PAGE>




                    CERTIFICATE OF RESTORATION AND REVIVAL OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            THE THORSDEN GROUP, LTD.

                          The  Thorsden  Group,  Ltd.  (hereinafter  called  the
                  "Corporation"),  a  corporation  organized  under  the laws of
                  Delaware,  the Certificate of  Incorporation  which was voided
                  for   non-payment   of  taxes,   now   desires  to  procure  u
                  restoration,   renewal  and  revival  of  its  Certificate  of
                  Incorporation, and hereby certifies as follows;

                          1. The name of the  Corporation is The Thorsden Group,
                  Ltd.

                          2. The  address  of the  corporation  in the  State of
                  Delaware and the name of the registered  agent at such address
                  are as  follows:  National  Registered  Agents,  Inc.,  9 East
                  Loockerman Street, Dover, Delaware 19901, County of Kent.

                          3.  The  date of  filing  the  corporation's  original
                  Certificate of  Incorporation  in the State of Delaware was on
                  June 11 , 1992.

                          4. The  corporation  hereby procures a restoration and
                  revival of its  certificate  of  incorporation,  which  became
                  inoperative  by law of March 1, 1997,  pursuant to the General
                  Corporation Law of the State of Delaware.

                          5.   The   certificate   of   incorporation   of   the
                  corporation,  which provides for stud will continue to provide
                  thy,  perpetual  duration,  shall,  upon  the  filing  of this
                  Certificate of Restoration  and Revival of the  Certificate of
                  Incorporation  in the  Department  of  Slate  of the  State of
                  Delaware,  be  restored  and revived  and shall  become  fully
                  operative on February 28, 1997.

                          6. This  Certificate of Restoration and Revival of the
                  Certificate of Incorporation is filed by authority of the duly
                  elected  directors as prescribed by Section 312 of the General
                  Corporation Law of the State of Delaware.

                  Executed on this 8th day of October, 1997.


                                                       /s/  Jehu Hand
                                                       ---------------------
                                                       Jehu Hand
                                                       President



<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            THE THORSDEN GROUP. LTD.

The Thorsden  Group,  Ltd., a corporation  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERT1FY:

FIRST:           That pursuant to the  recommendation  of the Board of Directors
                 of  the  Company,   the  following   resolution   amending  the
                 Certificate of Incorporation of the Company has been adopted by
                 the vote of  stockholders  of the Company holding a majority of
                 the outstanding stock entitled to vote thereon. The resolutions
                 setting forth the amendment are as follows:

                 RESOLVED,  that the Company's  Certificate of  Incorporation be
                 amended  to  authorize  and  provide  for  an  increase  in the
                 authorized  capital  of the  Company  as more  fully  set forth
                 herein.

                 FURTHER RESOLVED,  the form of the Amendment to the Certificate
                 of  Incorporation  of the Company  (the  "Amendment")  attached
                 hereto as Exhibit A is hereby adopted and approved. Pursuant to
                 the Amendment, Article "FOURTH" of the Company's Certificate of
                 Incorporation  wilt be amended to provide  that the  authorized
                 capital of the Company will  con1sist of  50,000,000  shares of
                 common stock, par value $001 per share,  and 10,000,000  shares
                 of  Preferred  Stock,  par value $00.1 per share,  and that the
                 Board of  Directors  of the  Company  shall have  authority  to
                 create by resolution of the directors the powers, designations,
                 preferences  and  relative,  participating,  optional  or other
                 rights, or the  qualifications,  limitations or restrictions of
                 any such  series,  to issue  shares  of one or more  series  of
                 Preferred  Stock of the Company,  and to designate the relative
                 rights and preferences of any such series.

 SECOND:         That these  resolutions have been adopted by written consent of
                 stockholders  holding  a  majority  of  the  outstanding  stock
                 entitled to vote thereon in accordance  with Section 225 of the
                 General Corporation Law of the State of Delaware.

 THIRD;          That said  amendment  was duly adopted in  accordance  with the
                 provisions of Section 242 of the General Corporation Law of the
                 State of Delaware

IN WITNESS WHEREOF, the undersigned hereby affirms,  under penalties of perjury,
that the  foregoing  Instrument  is the act and deed of the Company and that the
facts stated  therein are true.  Dated this 7th day of May,  1998.  The Thorsden
Group, Ltd.

                                                By:  /s/ John Blumenthal
                                                --------------------------------
                                                Title: President
                                                      John Blumenthal


                                       5
<PAGE>






                                   EXHIBIT "A"

                         Written Consent of Stockholders
                                       of
                            The Thorsden Group, Ltd.
                               in Lieu of Meeting

         The  undersigned  do hereby  take the  following  actions and adopt the
following  resolutions  in  accordance  with  Section  228  (a) of  the  general
corporation of the State of Delaware.

         WHEREAS,  the Board of Directors of the Company has determined  that it
is in the best  interest  of the Company to  increase  the number of  authorized
shares of both Common and Preferred Stock of the Corporation.

         RESOLVED, that the Company's Certificate of Incorporation be amended to
increase the authorized stock of the Company as more fully set forth herein.

         FURTHER  RESOLVED,  the form of the  Amendment  to the  Certificate  of
Incorporation of the Company (the  "Amendment")  attached hereto as Exhibit A is
hereby adopted and approved. Pursuant to the Amendment,  Article "FOURTH" of the
Company's  Certificate  of  Incorporation  will be amended  to provide  that the
authorized  capital of the Company will consist of  50,000,000  shares of common
stock, par value $.001 per share, and 10,000,000  shares of Preferred Stock, par
value $.OO1 per share, and that the Board of Directors of the Company shall have
authority  to  create  by  powers,   designations,   preferences  and  relative,
participating,  optional or other rights, or the qualifications,  limitations or
restrictions  of any such  series  and  issue  shares  of one or more  series of
Preferred  Stock  of the  Company  and  to  designate  the  relative  rights  of
preferences of any such series.

         FURTHER RESOLVED, that the actions of the officers and the Directors of
the Company heretofore taken in connection with the Amendment to the Certificate
of  Incorporation  of the Company be, and that the same hereby is,  ratified and
approved in all respects.

         FURTHER  RESOLVED,  that the  Directors  of the Company be and they are
hereby  authorized  and  directed  to take  any  such  action  as may be  deemed
necessary  and  advisable  in order to carry out the  purpose  and intent of the
foregoing resolutions.


        [THE FOLLOWING PAGE CONTAINS THE SIGNATURES OF THE SHAREHOLDERS.]


                                       6
<PAGE>



                  IN WITNESS WHEREOF,  the undersigned  stockholders have caused
        this Consent to be executed as of the 15th day of January, 1998.

                  The  undersigned  understands  and agrees  that the  foregoing
        consent  resolutions  shall not become effective until 20 days after the
        Company  mails  to  all  shareholders  of  the  Company  an  Information
        Statement  pursuant to the rules and  regulations  of the Securities and
        Exchange Commission.


              John Zollinger                         /s/ John Zollinger
                                                     --------------------------


              Gary Wright                            /s/ Gary Wright
                                                     --------------------------


               John Blumenthal                       /s/ John Blumenthal
                                                     --------------------------


              David Valenti                          /s/  David Valenti
                                                     --------------------------


              Jeffrey Barlow                         /s/  Jeffrey Barlow
                                                     --------------------------


               Marty Alfred                          /s/  Marty Alfred
                                                     --------------------------


              Stephen Russell                        /s/  Stephen Russell
                                                     --------------------------


              Timothy Kapp                           /s/  Timothy Kapp
                                                     --------------------------


              Bruce Baird                           /s/  Bruce Baird
                                                    ---------------------------


                                       7
<PAGE>

                           RESOLUTIONS OF DIRECTORS:
                         INCREASING AUTHORIZED CAPITAL

         THE  BOARD  OF  DIRECTORS  of The  Thorsden  Group,  Ltd.,  a  Delaware
corporation, hereby adopts the following Resolutions on the l5th day of January,
1998:

         RESOLVED,  that  in the  judgment  of the  Board  of  Directors  of the
Company,  it is  deemed  advisable  and in the best  interests  of the  Company,
subject to approval by the  shareholders of the Company,  to amend the Company's
Certificate of Incorporation to increase the authorized capital of the Company.

         FURTHER  RESOLVED,  that the Board of Directors  of the Company  hereby
ratifies,  adopts and  approves  the form of  Amendment  to the  Certificate  of
Incorporation of the Company (the  "Amendment")  attached to the Minutes of this
meeting as Exhibit I, and hereby proposes that the Amendment be submitted to the
shareholders  of the Company for approval.  Pursuant to the  Amendment,  Article
"Fourth"  of the  Company's  Certificate  of  Incorporation  will be  amended to
provide that the  authorized  capital of the Company will consist of  50,000,000
shares of Common  Stock,  par value $.001 per share,  and  10,000,000  shares of
Preferred  Stock,  par value $.001 per share, and that the Board of Directors of
the Company shall have authority to create by resolution,  one or more series of
Preferred  Stock  of the  Company  and to  designate  the  relative  rights  and
preferences of any such series.

         FURTHER  RESOLVED,  that the form of Amendment  be, and the same hereby
is,  adopted  and  approved  in all  respects,  and that  each of the  executive
officers the Company be, and they hereby are, authorized and directed to execute
and deliver said document in substantially  the form attached hereto,  with such
changes therein as such officers shall, upon advice of counsel,  approve,  which
approval shall be conclusively evidenced by such officers' execution thereof.

         FURTHER  RESOLVED,  that the Amendment be presented to all shareholders
of the Company  for  adoption,  ratification  and  approval  pursuant to written
consent  resolutions  of the  shareholders  of the  Company,  to be delivered to
shareholders  of record of the Company as of January 31, 1998,  together with an
Information  Statement and any and all other necessary  documents as required by
regulations promulgated by the Securities and Exchange Commission.

         FURTHER RESOLVED, that the Chairman, the President,  any Vice-President
and the  Secretary  of the Company  be, and they  hereby  are,  and each of them
hereby is,  authorized  and directed to execute,  deliver and file, on behalf of
the Company, the Amendment.



                                       8
<PAGE>



                                STATE OF DELAWARE
                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

First:  That at a meeting of the Board of Directors of The Thorsden Group,  Ltd.
(the  "Corporation")  resolutions  were duly  adopted  setting  forth a proposed
amendment o the Certificate of Incorporation of the Corporation,  declaring said
amendment to be advisable and submitting  said amendment to the  stockholders of
the Corporation for consideration thereof.

The resolution setting forth the proposed amendment is as follows:

         Resolved,  that the Certificate of  Incorporation of the Corporation be
         amended by changing the Article  thereof  numbered  "First" so that, as
         amended, said Article shall be and read as follows:

         The name of the Corporation is Sundog Technologies Inc.


Second:  That thereafter,  the holders of a majority of the outstanding stock of
the  Corporation,  by written consent  resolution  pursuant to and in compliance
with  Section  228 of the  General  Corporation  Law of the  State of  Delaware,
approved,  consented  to,  and  adopted  the  amendment  to the  Certificate  of
Incorporation of the Corporation as set forth above.

Third:  That  the  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

Fourth:  That the capital of the  Corporation  shall not be reduced  under or by
reason of said amendment.




By: /s/ Stephen W. Russell
-----------------------------
NAME:     Stephen W. Russell
ITS: President


                                       9
<PAGE>
                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

         Sundog  Technologies  Inc., a corporation  organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

         FIRST:  That at a meeting of the Board of Directors,  resolutions  were
duly  adopted  setting  forth  a  proposed   amendment  of  the  Certificate  of
Incorporation of said corporation,  declaring said amendment to be advisable and
directing  that said  amendment  be  considered  at the next  annual  meeting of
shareholders. The resolution setting forth the proposed amendment is as follows:

        RESOLVED,  that the Certificate of  Incorporation of this corporation be
        amended by changing the Article  thereof  numbered  "FOURTH" so that, as
        amended, said Article shall have the following additional language after
        subsection (h):
                         Each  two  (2)  shares  of  Common   Stock  issued  and
                outstanding  as of 5:00 p.m.  Eastern Time on December 15, 2000,
                (the  "Change  Time"),  and each issued two (2) shares of Common
                Stock held by the  Company on and as of the Change  Time,  shall
                be, on and as of the  Change  Time,  combined  into one share of
                Common Stock.
                         Each  certificate  representing  shares of Common Stock
                that is  issued  and  outstanding,  or  issued  and  held by the
                Company,  immediately prior to the Change Time, shall thereafter
                for all  purposes  be  deemed  to  represent  one  share  of the
                corresponding  class of Common  Stock for each two (2) shares of
                Common Stock represented by such certificate; and each holder of
                record  of a  certificate  for two (2) or more  shares of Common
                Stock as of the Change Time shall be  entitled  to  receive,  as
                soon as practicable,  and upon surrender of' each certificate to
                the officer or agent having charge of the stock  transfer  books
                of the Company,  a certificate or certificates  representing one
                share of Common  Stock for each two (2)  shares of Common  Stock
                represented by the certificate of such holder  immediately prior
                to the Change  Time.  No  fractional  shares of Common  Stock or
                script will be issued in connection with the foregoing.  Holders
                of the  Common  Stock  who  would  otherwise  be  entitled  to a
                fractional  share will receive the next largest  whole number of
                shares of Common Stock.  The shares of Common Stock  represented
                by  certificates  issued  pursuant  to this  paragraph  shall be
                validly issued, fully paid and nonassessable.

        SECOND:  That  thereafter,  the annual  meeting of the  Company was duly
called and held upon on November 16, 2000 at 10;0O am. (the  "Annual  Meeting"),
at which Annual  Meeting the  necessary  number of shares as required by statute
were voted in favor of the amendment.

         THIRD:  That the  amendment  was duly  adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         FOURTH: That the capital of said corporation shall not be reduced under
or by reason of the amendment.

         IN  WITNESS  WHEREOF,   Sundog  Technologies.   Inc.  has  caused  this
certificate to be signed by Alan Rudd, an Authorized  Officer,  this 21st day of
November, 2000.
                                               BY:   /s/ Alan Rudd
                                                     ---------------------------
                                                         Alan Rudd, President

                                       10
<PAGE>


                           CERTIFICATE OF DESIGNATION
                    AMENDING THE CERTIFICATE OF INCORPORATION
                                       OF
                            SUNDOG TECHNOLOGIES INC.
                                  ESTABLISHING
                            SERIES A PREFERRED SHARES


1. The name of the Corporation is Sundog Technologies Inc.

2. Article Four of the Corporation's  Certificate of Incorporation is amended to
add a new Section D, which shall read in its entirety as follows:

         D. Series A Preferred Stock.

         (1)  Designation  and  Amount.  The  shares  of such  series  shall  be
         designated  as  "Series A  Preferred  Shares"  and the number of shares
         constituting such series shall be 500,000.

         (2) Dividends and Distributions.

                  (i) The holders of shares of Series A Preferred  Shares  shall
                  be entitled  to receive,  when and as declared by the Board of
                  Directors,  out of funds  legally  available  for the purpose,
                  dividends in an amount per share equal to 100 (the "Adjustment
                  Number")  multiplied  by the aggregate per share amount of all
                  cash dividends,  and the Adjustment  Number  multiplied by the
                  aggregate  per share amount  (payable in kind) of all non-cash
                  dividends or other distributions other than a dividend payable
                  in Common Stock or a  subdivision  of the  outstanding  Common
                  Stock (by  reclassification  or  otherwise),  declared  on the
                  Common Stock of the Corporation (the "Common Stock") after the
                  first issuance of any share or fraction of a share of Series A
                  Preferred Shares.

                  (ii) The Corporation  shall declare a dividend or distribution
                  on the Series A Preferred  Shares as provided in  subparagraph
                  2(i)  at  the  same  time  that  it  declares  a  dividend  or
                  distribution  on the  Common  Stock  (other  than  a  dividend
                  payable in Common Stock).

                  (iii)  Dividends  shall not be  cumulative.  Unpaid  dividends
                  shall  not  bear  interest.  Dividends  paid on the  Series  A
                  Preferred  Shares in an amount  less than the total  amount of
                  such  dividends at the time accrued and payable on such shares
                  shall be allocated  pro rata on a  share-by-share  basis among
                  all such Series A Preferred Shares at the time outstanding.

         (3) Voting Rights.  The holders of Series A Preferred Shares shall have
the following voting rights:

                  (i) Each  Series A Preferred  Share  shall  entitle the holder
                  thereof to the number of votes equal to the Adjustment  Number
                  then  in  effect  on all  matters  submitted  to a vote of the
                  shareholders of the Corporation.

                  (ii)  Except  as  otherwise  provided  herein  or by law,  the
                  holders of Series A Preferred Shares and the holders of Common
                  Stock  shall  vote  together  as  one  class  on  all  matters
                  submitted to a vote of shareholders of the Corporation.

                                       11
<PAGE>

         (4) Certain Restrictions.

                  (i) Whenever dividends or distributions  payable on the Series
                  A Preferred Shares as provided in subparagraph 2 have not been
                  declared or paid for any fiscal year, until all such dividends
                  and  distributions  for such fiscal year on Series A Preferred
                  Shares  outstanding shall have been declared and paid in full,
                  the Corporation shall not in such fiscal year:

                           (a)  declare  or pay  dividends  on or make any other
                           distributions  on any shares of stock ranking  junior
                           or on a  parity  (either  as  to  dividends  or  upon
                           liquidation, dissolution or winding up) to the Series
                           A Preferred  Shares except  dividends paid ratably on
                           the Series A  Preferred  Shares  and all such  parity
                           stock on which dividends are payable in proportion to
                           the total  amounts  to which the  holders of all such
                           shares   are  then   entitled   and,   dividends   or
                           distributions payable in Common Stock;

                           (b) purchase or otherwise  acquire for  consideration
                           any Series A Preferred  Shares or any shares of stock
                           ranking  on a  parity  with the  Series  A  Preferred
                           Shares,  except in accordance  with a purchase  offer
                           made in writing or by  publication  (as determined by
                           the Board of Directors) to all holders of such shares
                           upon  such  terms as the  Board of  Directors,  after
                           consideration  of the  respective  dividend rates and
                           other   relative   rights  and   preferences  of  the
                           respective  series and  classes,  shall  determine in
                           good  faith  will   result  in  fair  and   equitable
                           treatment among the respective series or classes.

                  (ii) The  Corporation  shall not permit any  subsidiary of the
                  Corporation to purchase or otherwise acquire for consideration
                  any shares of stock of the Corporation  unless the Corporation
                  could, under subparagraph 4(i),  purchase or otherwise acquire
                  such shares at such time and in such manner.

         (5)  Restriction  on  Issuance  of  Shares;   Reacquired   Shares.  The
         Corporation  shall not issue any Series A Preferred  Shares except upon
         exercise  of  rights  (the  "Rights")  issued  pursuant  to the  Rights
         Agreement  dated as of December 22, 2000,  between the  Corporation and
         Atlas Stock Transfer Corporation,  (the "Rights Agreement"),  a copy of
         which is on file with the secretary of the Corporation at its principal
         executive  office and shall be made available to shareholders of record
         without  charge upon  written  request.  Any Series A Preferred  Shares
         purchased  or  otherwise  acquired  by the  Corporation  in any  manner
         whatsoever  may be restored to the status of  authorized  but  unissued
         shares after the  acquisition  thereof.  All such shares shall upon any
         such  restoration  become  authorized but unissued  shares of Preferred
         Shares and may be reissued as part of a new series of Preferred  Shares
         to be created by the Board of Directors,  subject to the conditions and
         restrictions on issuance set forth herein.

         (6) Liquidation, Dissolution or Winding Up.

                  (i) Upon any liquidation (voluntary or otherwise), dissolution
                  or winding up of the  Corporation,  no  distribution  shall be
                  made to the holders of shares of stock ranking  junior (either
                  as to dividends or upon  liquidation,  dissolution  or winding
                  up) to the Series A Preferred  Shares  unless,  prior thereto,
                  the holders of shares of Series A Preferred  Shares shall have


                                       12
<PAGE>

                  received the  Adjustment  Number  multiplied  by the per share
                  amount to be distributed  to holders of Common Stock,  plus an
                  amount   equal  to   declared   and   unpaid   dividends   and
                  distributions thereon to the date of such payment (the "Series
                  A Liquidation Preference").  Following the payment of the full
                  amount of the Series A Liquidation  Preference,  no additional
                  distributions shall be made to the holders of shares of Series
                  A Preferred Shares.

                  (ii)  In the  event  that  there  are  not  sufficient  assets
                  available   to  permit   payment  in  full  of  the  Series  A
                  Liquidation Preference and the liquidation  preferences of all
                  other series of Preferred Shares, if any, which rank senior to
                  or on a parity with the Series A Preferred Shares, then assets
                  shall  be  distributed  first  to  holders  of any  series  of
                  Preferred  Shares  ranking  senior to the  Series A  Preferred
                  Shares to the extent of their liquidation preferences and such
                  remaining  assets shall be distributed  ratably to the holders
                  of  Series A  Preferred  Shares  and  such  parity  shares  in
                  proportion to their respective liquidation preferences.

         (7)  Consolidation,  Merger,  etc. In case the Corporation  shall enter
         into any  consolidation,  merger,  combination or other  transaction in
         which the Common Stock is exchanged  for or changed into other stock or
         securities,  cash and/or any other property,  then in any such case the
         Series A Preferred Shares shall at the same time be similarly exchanged
         or  changed  in an amount  per  share  equal to the  Adjustment  Number
         multiplied by the aggregate  amount of stock,  securities,  cash and/or
         any other property (payable in kind), as the case may be, into which or
         for which each share of Common Stock is changed or exchanged.

         (8)  Anti-Dilution  Adjustments to Adjustment  Number. In the event the
         Corporation  shall at any time  after  January  31,  2001 (the  "Rights
         Declaration  Date") (i) declare any dividend on Common Stock payable in
         shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
         (iii)  combine the  outstanding  Common Stock into a smaller  number of
         shares,  then in each such case the Adjustment  Number for all purposes
         of this  Article 2 shall be  adjusted  by  multiplying  the  Adjustment
         Number  then in effect by a  fraction,  the  numerator  of which is the
         number of shares of Common  Stock  outstanding  immediately  after such
         event and the  denominator  of which is the  number of shares of Common
         Stock that were  outstanding  immediately  prior to such event.  In the
         event the  Corporation  shall at any time after the Rights  Declaration
         Date, fix a record date for the issuance of rights, options or warrants
         to all holders of Common Stock  entitling  them (for a period  expiring
         within 45 calendar  days after such record  date) to  subscribe  for or
         purchase Common Stock or securities  convertible into Common Stock at a
         price per Common  Stock (or having a conversion  price per share,  if a
         security  convertible into Common Stock) less than the then Current Per
         Share Market Price of the Common Stock (as defined in Section  11(d) of
         the Rights  Agreement) on such record date,  then in each such case the
         Adjustment  Number for all purposes of this Article 2 shall be adjusted
         by multiplying the Adjustment Number then in effect by, a fraction, the
         numerator  of which  shall be the  number of  shares  of  Common  Stock
         outstanding on such record date plus the number of additional shares of
         Common Stock to be offered for  subscription or purchase (or into which
         the convertible  securities so to be offered are initially convertible)
         and the  denominator  of which  shall be the number of shares of Common
         Stock  outstanding  on such  record  date plus the  number of shares of
         Common Stock which the aggregate  offering price of the total number of
         shares of Common Stock so to be offered  (and/or the aggregate  initial
         conversion price of the convertible  securities so to be offered) would
         purchase at such  Current Per Share Market Price (as defined in Section


                                       13
<PAGE>

         11(d) of the Rights Agreement).  In case such subscription price may be
         paid in a  consideration  part or all of which shall be in a form other
         than cash,  the value of such  consideration  shall be as determined in
         good faith by the Board of Directors. Common Stock owned by or held for
         the account of the Corporation shall not be deemed  outstanding for the
         purpose  of  any  such  computation.  Such  adjustment  shall  be  made
         successively  whenever  such a record date is fixed.  In the event that
         such  rights,  options or warrants  are not so issued,  the  Adjustment
         Number shall be  readjusted  as if such record date had not been fixed;
         and to the extent such  rights,  options or warrants are issued but not
         exercised  prior to their  expiration,  the Adjustment  Number shall be
         readjusted  to be  the  number  which  would  have  resulted  from  the
         adjustment provided for in this paragraph 8 if only the rights, options
         or warrants that were exercised had been issued.

         (9)  No  Redemption.  The  Series  A  Preferred  Shares  shall  not  be
         redeemable  at the option of the  Corporation  or any  holder  thereof.
         Notwithstanding  the foregoing  sentence,  the  Corporation may acquire
         Series A Preferred Shares in any other manner permitted by law.

         (10) Amendment.  Subsequent to the Distribution Date (as defined in the
         Rights  Agreement)  these  Certificate  of  Incorporation  shall not be
         further  amended in any manner which would  materially  alter or change
         the  preferences,  limitations  and  relative  rights  of the  Series A
         Preferred Shares so as to affect them adversely without the affirmative
         vote of the holders of a majority of the outstanding Series A Preferred
         shares, voting separately as a class.

         (11)  Fractional  Shares.  Series A  Preferred  Shares may be issued in
         fractions of a share in integral  multiples of one  one-hundredth  of a
         share,  which shall  entitle the holder,  in proportion to such holders
         fractional  shares,  to  exercise  voting  rights,  receive  dividends,
         participate  in  distributions  and to have the  benefit  of all  other
         rights of holders of Series A Preferred Shares.

3. The amendment was adopted by the board of directors on December 20, 2000.

4. Shareholder action was not required to adopt the amendment. The amendment was
adopted by the board of directors without shareholder action.


5. Person to contact about this filing:

         Bryan Allen
         Stoel Rives LLP
         201 South Main Street, Suite 1100
         Salt Lake City, Utah 84111
         (801) 578-6908

         Dated: December 20, 2000

                                             Sundog Technologies Inc.


                                             By: /s/  Stephen L Russo
                                             -------------------------------
                                             Name:  Stephen L. Russo
                                             Title:  Chief Financial Officer



                                       14
<PAGE>
                       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.

         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.


                                       15
<PAGE>

         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.

         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.


                            [Signature Page Follows]


                                       16
<PAGE>



         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:  Alan Rudd
                                              ------------------------------
                                                   Alan Rudd, President



                                       17
<PAGE>


                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

         Sundog Technologies,  Inc., a corporation  organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

         FIRST:  That at a meeting of the Board of Directors,  resolutions  were
duly  adopted  setting  forth  a  proposed   amendment  of  the  Certificate  of
Incorporation of said corporation,  declaring said amendment to be advisable and
directing  that said  amendment be  considered  at the next  special  meeting of
shareholders. The resolution setting forth the proposed amendment is as follows:

         RESOLVED,  that the Certificate of Incorporation of this corporation be
         amended  by  deleting  the  Article  thereof  numbered  "First"  in its
         entirety and replacing it with the following.

         FIRST: The name of the Company is Arkona, Inc.

         SECOND:  That  thereafter,  the Special meeting of the Company was duly
called and held upon on February 22, 2001 at 10:00 a.m. (the "Special Meeting"),
at which Special  Meeting the necessary  number of shares as required by statute
were voted in favor of the amendment.

         THIRD:  That the  amendment  was duly  adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         FOURTH: That the capital of said corporation shall not be reduced under
or by reason of the amendment.

         FIFTH:  That the amendment set forth in this  Certificate  of Amendment
shall be  effective  as of the later of (a) the date this  amendment is filed by
the Secretary of State of the State of Delaware, and (b) February 28, 2001.

         IN  WITNESS  WHEREOF,   Sundog  Technologies,   Inc.  has  caused  this
certificate to be signed by Alan Rudd, an Authorized  Officer,  this 22nd day of
February, 2001.


                                 BY:   /s/  Stephen L. Russo
                                     ----------------------------------------
                                          Stephen L. Russo, Secretary



                                       18
<PAGE>
                           CERTIFICATE OF DESIGNATION
                    AMENDING THE CERTIFICATE OF INCORPORATION
                                       OF
                                  ARKONA, INC.
                                       TO
                AMEND THE RIGHTS OF THE SERIES A PREFERRED SHARES
                                       AND
                 ESTABLISH SERIES B CONVERTIBLE PREFERRED SHARES


         Arkona,  Inc.  (hereinafter  called the  "Corporation"),  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, does hereby certify as follows:

A.       Amendment of Series A Preferred Shares

                  1. No Series A  Preferred  Shares  have been  issued,  and the
"Distribution  Date" identified in Article Four,  Section D of the Certification
of Incorporation of the Corporation, as amended to date, has not occurred.

                  2. The designation of the Series A Preferred  Shares shall not
be changed hereby.

                  3. The following resolution has been duly adopted by the Board
of Directors of the Corporation:

                  RESOLVED:  That pursuant to the authority expressly granted to
                  and vested in the Board of Directors of the Corporation by the
                  provisions  of  the  Certificate  of   Incorporation   of  the
                  Corporation,  the  following  Section  12  shall  be  added to
                  Article Four,  Section D of the  Corporation's  Certificate of
                  Incorporation:

                  12.   Subordination   to  Series  B   Convertible   Preferred.
                  Notwithstanding  anything in the Certificate of Incorporation,
                  or any amendment  thereto,  to the contrary,  the dividend and
                  distribution rights of the Series A Preferred Shares set forth
                  in Article Four, Section D of the Corporation's Certificate of
                  Incorporation,  as  amended  (including  Sections  (2) and (4)
                  thereof),  shall be junior and subordinate to the distribution
                  and  dividend  rights of the Series B  Convertible  Preferred.
                  Notwithstanding  anything in the Certificate of Incorporation,
                  or any amendment  thereto,  to the contrary,  the liquidation,
                  dissolution,  winding  up and  related  rights of the Series A
                  Preferred  Shares set forth in Article Four,  Section D of the
                  Corporation's   Certificate  of   Incorporation,   as  amended
                  (including   Section  (6)   thereof),   shall  be  junior  and
                  subordinate to the  liquidation,  dissolution,  winding up and
                  related rights of the Series B Convertible Preferred.

B. Creation of Series B Convertible Preferred. The following resolution has been
duly adopted by the Board of Directors of the Corporation:

                  RESOLVED:  That pursuant to the authority expressly granted to
                  and vested in the Board of Directors of the Corporation by the
                  provisions  of  the  Certificate  of   Incorporation   of  the
                  Corporation,   the   Certificate  of   Incorporation   of  the
                  Corporation  is hereby  amended to create and  establish a new
                  series of preferred  stock,  par value $.001 per share, of the
                  Corporation,  and the amount  thereof  and the voting  powers,
                  designations,   preferences   and   relative,   participating,
                  optional   or  other   special   rights  and   qualifications,
                  limitations or restrictions of such series are hereby fixed as
                  follows  (which  shall  be set  forth  in a new  Section  E of
                  Article 4 of the Certificate of Incorporation):

                                       19
<PAGE>

1.       Designation  and Amount.  The shares of such series shall be designated
         as Series B Convertible  Preferred  Stock  (hereinafter,  the "Series B
         Convertible Preferred").  The number of shares constituting such series
         shall be One Million (1,000,000).

2.       Dividend  Provisions.  The  Corporation  shall not  declare  or pay any
         distributions  on shares of Common  Stock or on the Series A  Preferred
         Shares,  until the holders of the Series B Convertible  Preferred  then
         outstanding shall have first received,  or simultaneously  receive, out
         of any  assets  legally  available  therefor  a  distribution  on  each
         outstanding  share of Series B  Convertible  Preferred  in an amount at
         least equal to the product of (i) the per share amount,  if any, of the
         dividends or other distributions to be declared,  paid or set aside for
         the Common  Stock,  multiplied  by (ii) the  number of whole  shares of
         Common Stock into which such share of Series B Convertible Preferred is
         then convertible. Such dividends shall not be cumulative.

3.       Liquidation Preference.

                  a) In the event of any liquidation,  dissolution or winding up
of this Corporation,  either voluntary or involuntary, the holders of the Series
B Convertible Preferred shall be entitled to receive, prior and in preference to
any  distribution  of any of the assets of this  Corporation  to the  holders of
Common Stock or Series A Preferred Shares by reason of their ownership  thereof,
an amount per share  equal to $1.00 for each  outstanding  share of the Series B
Convertible Preferred, plus declared but unpaid dividends on such share (subject
to  adjustment  of such  fixed  dollar  amounts  for  any  stock  splits,  stock
dividends, combinations,  recapitalizations or the like). If upon the occurrence
of such event,  the assets and funds thus  distributed  among the holders of the
Series B Convertible  Preferred  shall be  insufficient to permit the payment to
such holders of the full aforesaid  preferential amounts, then the entire assets
and  funds of this  Corporation  legally  available  for  distribution  shall be
distributed  ratably among the holders of the Series B Convertible  Preferred in
proportion  to the full  preferential  amount  each  such  holder  is  otherwise
entitled to receive under this subsection (a).

                  b) Upon completion of the distribution  required by subsection
(a) of this Section 3, all of the remaining assets of this Corporation available
for  distribution  to  stockholders  shall be  distributed  among the holders of
Common Stock,  Series A Preferred Shares and any  subsequently  created class or
series of capital stock as set forth in the Certificate of Incorporation and any
amendments thereto.

                            c)  (1)  For   purposes   of  this   Section   3,  a
liquidation, dissolution or winding up of this Corporation shall be deemed to be
occasioned  by, or to include  (unless the holders of at least a majority of the
Series B Convertible Preferred then outstanding shall determine otherwise),  (A)
a sale of all or substantially all of the assets of this  Corporation,  or (B) a
merger to which this  Corporation is a party or in which the Corporation  issues
shares or other consideration to a party to the merger; provided that any of the
following transactions shall not be deemed a liquidation, dissolution or winding
up of this  Corporation:  (i) a merger  described in  subsection  (B) above,  if
immediately  after such merger a majority of the voting power of the  securities
of the  continuing  or  surviving  entity,  or any  direct  or  indirect  parent
Corporation of such continuing or surviving entity, will be owned by the persons
who were this  Corporation's  shareholders  immediately  prior to such merger in
substantially  the same  proportions  as their  ownership of the voting power of
this  Corporation's   securities  immediately  prior  to  such  merger;  (ii)  a
transaction  whose sole  purpose  is to change  the state of this  Corporation's
incorporation;  or (iii) a transaction whose sole purpose is to create a holding
company that will be owned in substantially  the same proportions by the persons
who were this  Corporation's  shareholders  immediately before such transaction.
For  purposes of the  foregoing  sentence,  the term  "merger"  shall  include a
consolidation or other similar reorganization.

                                       20
<PAGE>

                            (2) In  any of  such  events,  if the  consideration
received by this  Corporation  is other than cash,  its value will be deemed its
fair market value. Any securities shall be valued as follows:

                            Securities not subject to investment letter or other
similar restrictions on free marketability covered by (b) below:

                                      (i) If traded on a securities  exchange or
through  the  Nasdaq  National  Market,  Nasdaq  SmallCap  Market or the  Nasdaq
Bulletin  Board  Exchange,  the value  shall be deemed to be the  average of the
closing prices of the securities on such exchange or system over the thirty (30)
day period ending three (3) days prior to the closing;

                                      (ii) If actively traded  over-the-counter,
the value  shall be deemed to be the  average of the  closing bid or sale prices
(whichever is applicable)  over the thirty (30) day period ending three (3) days
prior to the closing; and



                                       21
<PAGE>

                                      (iii) If there is no active public market,
the value shall be the fair market value thereof, as mutually determined by this
Corporation  and the holders of at least a majority  of the voting  power of all
then outstanding shares of the Series B Convertible Preferred.

                            The method of  valuation  of  securities  subject to
investment  letter  or other  restrictions  on free  marketability  (other  than
restrictions  arising solely by virtue of a stockholder's status as an affiliate
or former  affiliate)  shall be to make an appropriate  discount from the market
value  determined as above in (a) (i), (ii) or (iii) to reflect the  approximate
fair market value thereof,  as mutually  determined by this  Corporation and the
holders  of at least a  majority  of the  voting  power of all then  outstanding
shares of such Series B Convertible Preferred.

                  (3) In the event the  requirements of this subsection 3(c) are
not complied with, this Corporation shall forthwith either:


                            (a) cause such  closing to be  postponed  until such
time as the requirements of Section 3 have been complied with; or

                            (b)  cancel  such  transaction,  in which  event the
rights,  preferences  and  privileges of the holders of the Series B Convertible
Preferred  shall  revert  to and be the  same as such  rights,  preferences  and
privileges  existing  immediately prior to the date of the first notice referred
to in subsection 3(c)(4) hereof.

                  (4) This  Corporation  shall give each holder of record of the
Series B Convertible  Preferred written notice of such impending transaction not
later than twenty (20) days prior to the stockholders' meeting called to approve
such transaction,  or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such  transaction.  The first of such  notices  shall  describe  the
material terms and conditions of the impending transaction and the provisions of
this Section 3, and this  Corporation  shall thereafter give such holders prompt
notice of any material  changes.  The  transaction  shall in no event take place
sooner than twenty (20) days after this  Corporation  has given the first notice
provided  for herein or sooner  than ten (10) days after  this  Corporation  has
given notice of any material  changes  provided for herein;  provided,  however,
that such  periods may be shortened  upon the written  consent of the holders of
Series B  Convertible  Preferred  that are  entitled  to such  notice  rights or
similar notice rights and that represent at least a majority of the voting power
of all then outstanding shares of such Series B Convertible Preferred.

4.       Redemption.  The Corporation may, in its sole discretion,  redeem, from
any  source of funds  legally  available  therefore,  the  Series B  Convertible
Preferred beginning on June 30, 2008 and continuing at any time and from time to
time  thereafter  (the  date  of  any  such  redemption  shall  be  referred  to
hereinafter  as  a  "Redemption   Date").  The  Corporation  shall  effect  such
redemptions on the applicable  Redemption Date by paying in cash in exchange for
the shares of Series B Convertible Preferred to be redeemed a sum equal to $1.00
per share of Series B  Convertible  Preferred  Stock (as  adjusted for any stock
dividends, combinations or splits with respect to such shares) plus all declared
but unpaid  dividends on such shares (the  "Redemption  Price").  Any redemption
effected  pursuant to this Section 4 shall be made on a pro-rata basis among the
holders of the Series B  Convertible  Preferred in  proportion  to the shares of
Series B Convertible Preferred then held by them.

                            b) At  least  15 but no more  than 30 days  prior to
each  Redemption  Date  written  notice  shall be mailed,  first  class  postage
prepaid,  to each holder of record (at the close of business on the business day
next  preceding  the day on which  notice is given) of the Series B  Convertible
Preferred  to be  redeemed,  at the  address  last  shown on the  records of the


                                       22
<PAGE>

Corporation  for such  holder,  notifying  such holder of the  redemption  to be
effected,  specifying the number of shares to be redeemed from such holder,  the
Redemption  Date,  the  Redemption  Price,  the  place at which  payment  may be
obtained and calling upon such holder to  surrender to the  Corporation,  in the
manner and at the place designated, his certificate or certificates representing
the shares to be  redeemed  (the  Redemption  Notice").  Except as  provided  in
subsection  4(c),  on or after  the  Redemption  Date,  each  holder of Series B
Convertible  Preferred to be redeemed shall  surrender to this  Corporation  the
certificate or certificates  representing  such shares, in the manner and at the
place designated in the Redemption Notice, and thereupon the Redemption Price of
such shares  shall be payable to the order of the person  whose name  appears on
such  certificate  or  certificates  as the owner  thereof and each  surrendered
certificate  shall  be  cancelled.  In  the  event  less  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued representing the unredeemed shares.

                            c) From and after the Redemption Date,  unless there
shall have been a default in payment of the Redemption  Price, all rights of the
holders of shares of Series B Convertible Preferred designated for redemption in
the Redemption  Notice as holders of Series B Convertible  Preferred (except the
right to receive the Redemption  Price without  interest upon surrender of their
certificate or certificates)  shall cease with respect to such shares,  and such
shares shall not thereafter be transferred on the books of the Corporation or be
deemed  to be  outstanding  for any  purpose  whatsoever.  If the  funds  of the
Corporation  legally  available for redemption of shares of Series B Convertible
Preferred on any Redemption Date are  insufficient to redeem the total number of
shares of Series B  Convertible  Preferred  Stock to be  redeemed  on such date,
those  funds  which are  legally  available  will be used to redeem the  maximum
possible  number of such shares  ratably  among the holders of such shares to be
redeemed based upon their holdings of Series B Convertible Preferred. The shares
of Series B Convertible  Preferred  not redeemed  shall remain  outstanding  and
entitled  to all  the  rights  and  preferences  provided  herein.  At any  time
thereafter  when additional  funds of the Corporation are legally  available for
the  redemption  of shares of Series B  Convertible  Preferred,  such funds will
immediately  be used to redeem the balance of the shares  which the  Corporation
has  become  obliged  to redeem  on any  Redemption  Date,  but which it has not
redeemed.

                            d)  On  or  prior  to  each  Redemption   Date,  the
Corporation  shall  deposit  the  Redemption  Price of all  shares  of  Series B
Convertible Preferred designated for redemption in the Redemption Notice and not
yet redeemed with a bank or trust Corporation as a trust fund for the benefit of
the  respective  holders of the shares  designated  for  redemption  and not yet
redeemed,  with  irrevocable  instructions  and  authority  to the bank or trust
Corporation  to pay the  Redemption  Price for such  shares to their  respective
holders on or after the Redemption  Date upon receipt of  notification  from the
Corporation  that such  holder  has  surrendered  his share  certificate  to the
Corporation  pursuant to subsection 4(b) above.  As of the Redemption  Date, the
deposit shall  constitute full payment of the shares to their holders,  and from
and after the  Redemption  Date the  shares so called  for  redemption  shall be
redeemed  and  shall be  deemed to be no  longer  outstanding,  and the  holders
thereof  shall cease to be  shareholders  with  respect to such shares and shall
have no rights with respect thereto except the right to receive from the bank or
trust  Corporation  payment  of the  Redemption  Price  of the  shares,  without
interest,  upon surrender of their  certificates  therefore.  Such  instructions
shall also provide that any monies deposited by the Corporation pursuant to this
subsection 4(d) for the redemption of shares thereafter converted into shares of
Common Stock pursuant to subsection 5 hereof prior to the Redemption  Date shall
be returned to the Corporation  forthwith upon such  conversion.  The balance of
any  monies  deposited  by the  Corporation  pursuant  to this  subsection  4(d)
remaining  unclaimed at the expiration of two (2) years following the Redemption
Date shall thereafter be returned to the Corporation upon its request  expressed
in a resolution of its Board of Directors.

                                       23
<PAGE>

5.       Conversion.  The holders of the Series B  Convertible  Preferred  shall
have conversion rights as follows (the "Conversion Rights"):

                            a)  Right  to  Convert.   Each  share  of  Series  B
Convertible Preferred shall be convertible, at the option of the holder thereof,
at any time  after the date of  issuance  of such  share,  at the office of this
Corporation or any transfer agent for such stock, into such number of fully paid
and  nonassessable  shares of Common Stock as is determined by dividing $1.00 by
the Conversion Price applicable to such share, determined as hereafter provided,
in effect on the date the certificate is surrendered for conversion. The initial
Conversion  Price per share of Series B  Convertible  Preferred  shall be $0.20;
provided,  however,  that the  Conversion  Price  for the  Series B  Convertible
Preferred shall be subject to adjustment as set forth in subsection 5(c).

                            b)  Mechanics  of  Conversion.  Before any holder of
Series B Convertible Preferred shall be entitled to convert the same into shares
of Common Stock,  he or she shall  surrender  the  certificate  or  certificates
therefor,  duly endorsed,  at the office of this  Corporation or of any transfer
agent for the Series B Convertible  Preferred,  and shall give written notice to
this Corporation at its principal  corporate  office, of the election to convert
the same and shall state therein the name or names in which the  certificate  or
certificates  for  shares of Common  Stock are to be  issued.  This  Corporation
shall,  as soon as practicable  thereafter,  issue and deliver at such office to
such holder of Series B Convertible Preferred,  or to the nominee or nominees of
such holder,  a certificate or  certificates  for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such conversion shall
be deemed to have been made  immediately  prior to the close of  business on the
date of such  surrender  of the shares of Series B  Convertible  Preferred to be
converted,  and the person or persons  entitled  to receive the shares of Common
Stock  issuable  upon such  conversion  shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of such date.

                            c)  Conversion   Price   Adjustments   of  Series  B
Convertible  Preferred for Certain Dilutive Issuances,  Splits and Combinations.
The Conversion  Price of the Series B Convertible  Preferred shall be subject to
adjustment from time to time as follows:

                                      (1) In the event this  Corporation  should
at any time or from time to time after the  purchase  date fix a record date for
the  effectuation of a split or subdivision of the outstanding  shares of Common
Stock or the  determination  of holders of Common  Stock  entitled  to receive a
dividend or other  distribution  payable in additional shares of Common Stock or
other securities or rights  convertible into, or entitling the holder thereof to
receive directly or indirectly,  additional shares of Common Stock  (hereinafter
referred to as "Common Stock Equivalents")  without payment of any consideration
by such holder for the  additional  shares of Common  Stock or the Common  Stock
Equivalents  (including  the  additional  shares of Common Stock  issuable  upon
conversion  or exercise  thereof),  then, as of such record date (or the date of
such dividend  distribution,  split or  subdivision if no record date is fixed),
the  Conversion   Price  of  the  Series  B  Convertible   Preferred   shall  be
appropriately decreased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be increased in proportion to such
increase  of the  aggregate  of  shares of Common  Stock  outstanding  and those
issuable with respect to such Common Stock Equivalents.

                            (2)  If  the  number  of  shares  of  Common   Stock
outstanding at any time after the purchase date is decreased by a combination of
the outstanding shares of Common Stock, then,  following the record date of such
combination,  the Conversion Price for the Series B Convertible  Preferred shall
be appropriately increased so that the number of shares of Common Stock issuable
on  conversion  of each share of such series shall be decreased in proportion to
such decrease in outstanding shares.

                                       24
<PAGE>

                  d) Other  Distributions.  In the event this Corporation  shall
declare a  distribution  payable in  securities of other  persons,  evidences of
indebtedness issued by this Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 5(c)(1),  then, in
each such case for the  purpose  of this  subsection  5(d),  the  holders of the
Series B Convertible Preferred shall be entitled to a proportionate share of any
such  distribution  as though  they were the  holders of the number of shares of
Common Stock of this Corporation into which their shares of Series B Convertible
Preferred are convertible as of the record date fixed for the  determination  of
the  holders  of Common  Stock of this  Corporation  entitled  to  receive  such
distribution.

                  e)  Recapitalizations.  If at any  time or  from  time to time
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination  or merger or sale of assets  transaction  provided for elsewhere in
this Section 5 or Section 3) provision  shall be made so that the holders of the
Series B  Convertible  Preferred  shall  thereafter  be entitled to receive upon
conversion of the Series B  Convertible  Preferred the number of shares of stock
or other  securities or property of the  Corporation  or  otherwise,  to which a
holder of Common Stock  deliverable  upon conversion would have been entitled on
such recapitalization. In any such case, appropriate adjustment shall be made in
the  application  of the provisions of this Section 5 with respect to the rights
of the holders of the Series B Convertible  Preferred after the recapitalization
to the end that the  provisions  of this Section 5 (including  adjustment of the
applicable  Conversion Price then in effect and the number of shares purchasable
upon conversion of the Series B Convertible Preferred) shall be applicable after
that event as nearly equivalent as may be practicable.

                  f) No Impairment.  This  Corporation will not, by amendment of
its   Certificate   of    Incorporation    or   through   any    reorganization,
recapitalization,  transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder by this Corporation, but will at all times in good faith assist in the
carrying  out of all the  provisions  of this Section 5 and in the taking of all
such  action  as may be  necessary  or  appropriate  in  order  to  protect  the
Conversion  Rights of the holders of the Series B Convertible  Preferred against
impairment.
                  g) No Fractional Shares and Certificate as to Adjustments.

                            (1) No  fractional  shares  shall be issued upon the
conversion of any share or shares of the Series B Convertible Preferred, and the
number of shares of Common  Stock to be issued  shall be rounded to the  nearest
whole share.  Whether or not fractional shares are issuable upon such conversion
shall be  determined  on the  basis of the  total  number  of shares of Series B
Convertible Preferred the holder is at the time converting into Common Stock and
the number of shares of Common Stock issuable upon such aggregate conversion.

                            (2)  Upon  the  occurrence  of  each  adjustment  or
readjustment of the Conversion Price of Series B Convertible  Preferred pursuant
to this  Section 5, this  Corporation,  at its expense upon receipt of a written
request of any  holder of the Series B  Convertible  Preferred,  shall  promptly
compute such  adjustment or readjustment in accordance with the terms hereof and
prepare  and  furnish  to each  holder  of  Series  B  Convertible  Preferred  a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based.  This Corporation
shall,  upon  the  written  request  at any  time  of any  holder  of  Series  B
Convertible  Preferred,  furnish or cause to be  furnished to such holder a like
certificate  setting  forth  (A)  such  adjustment  and  readjustment,  (B)  the
Conversion  Price for such series of Series B Convertible  Preferred at the time
in effect,  and (C) the number of shares of Common Stock and the amount, if any,
of other  property that at the time would be received  upon the  conversion of a
share of Series B Convertible Preferred.

                                       25
<PAGE>

                  h) Notices of Record Date.  In the event of any taking by this
Corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  (other  than a cash  dividend)  or other  distribution,  any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any  other  securities  or  property,  or  to  receive  any  other  right,  this
Corporation  shall mail to each  holder of Series B  Convertible  Preferred,  at
least ten (10) days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the  purpose of such  dividend,
distribution  or  right,   and  the  amount  and  character  of  such  dividend,
distribution or right.

                  i)  Reservation  of  Stock  Issuable  Upon  Conversion.   This
Corporation  shall at all times reserve and keep available out of its authorized
but unissued  shares of Common  Stock,  solely for the purpose of effecting  the
conversion of the shares of the Series B Convertible  Preferred,  such number of
its shares of Common  Stock as shall from time to time be  sufficient  to effect
the conversion of all outstanding shares of the Series B Convertible  Preferred;
and if at any time the number of authorized but unissued  shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding  shares
of the Series B  Convertible  Preferred,  in addition to such other  remedies as
shall be available to the holder of such Series B  Convertible  Preferred,  this
Corporation  will  take such  corporate  action as may,  in the  opinion  of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock  to such  number  of  shares  as shall be  sufficient  for such  purposes,
including, without limitation,  engaging in best efforts to obtain the requisite
shareholder   approval  of  any  necessary   amendment  to  the  Certificate  of
Incorporation.

                  j)  Notices.  Any notice  required by the  provisions  of this
Section 5 to be given to the holders of shares of Series B Convertible Preferred
shall be deemed given if deposited in the United States mail,  postage  prepaid,
and addressed to each holder of record at his address  appearing on the books of
this Corporation.

6.       Voting  Rights.  The  holder  of each  share of  Series  B  Convertible
Preferred  shall  have the right to one vote for each share of share of Series B
Convertible  Preferred.  The Series B Convertible  Preferred shall vote together
with the Common Stock as a single class,  except where  separate class or series
voting is required by governing law.

7.       Protective  Provisions.  So long as at least 100,000 shares of Series B
Convertible Preferred are outstanding,  this Corporation shall not without first
obtaining the approval (by vote or written  consent,  as provided by law) of the
holders  of at least a  majority  of the then  outstanding  shares  of  Series B
Convertible  Preferred  (a) increase or decrease  (other than by  redemption  or
conversion)  the total  number  of  authorized  shares  of Series B  Convertible
Preferred;  or (b) alter or change the rights,  preferences or privileges of the
shares of Series B Convertible Preferred so as to adversely affect such shares.

8.       Status  of  Converted  Stock.  In the  event  any  shares  of  Series B
Convertible  Preferred  shall be  converted  pursuant  to Section 5 hereof,  the
shares  so  converted  shall be  cancelled  and shall  not be  issuable  by this
Corporation.



                                       26
<PAGE>



                                      * * *

C. Approval. The resolutions and amendments identified above were adopted by the
board of directors with on June 12, 2003. Shareholder action was not required to
adopt the amendment. The amendment was adopted by the board of directors without
shareholder action.

D. Contact Person. Person to contact about this filing:

         Bryan Allen
         Stoel Rives LLP
         201 South Main Street, Suite 1100
         Salt Lake City, Utah 84111
         (801) 578-6908


         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
executed by its Chief Executive Officer and attested by its Secretary as of this
16th day of June, 2003.


                                     ARKONA, INC.


                                     By:  /s/ Alan Rudd
                                         ---------------------------------------
                                              Alan Rudd, Chief Executive Officer



         ATTEST:

         /s/ Steve Russo
         -----------------------
         Steven Russo, Secretary




                                       27