Exhibit 3.1
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  ARKONA, INC.
                            (a Delaware corporation)

     Arkona,  Inc., a corporation  organized and existing under and by virtue of
the General  Corporation  Law of the State of Delaware,  does hereby  certify as
follows:

         o    The Corporation was organized as The Thorsden Group,  Ltd. on June
              11, 1992.  The  Corporation  was restored and revived on March 30,
              1997 (File No.  2724509).  The current name of the  Corporation is
              Arkona, Inc.

         o    This Restated  Certificate  of  Incorporation  was duly adopted in
              accordance   with  this  Section  245  of  the  Delaware   General
              Corporation Law without stockholder approval.

         o    This  Restated  Certificate  of  Incorporation  only  restates and
              integrates,  and does not further  amend,  the  provisions  of the
              Corporation's  Certificate of Incorporation as theretofore amended
              or supplemented.  There is no discrepancy between those provisions
              and the provisions of this Restated Certificate of Incorporation.

         o    The provisions of the Restated Certificate of Incorporation are as
              set forth below:

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

         SECOND:  The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The
name of its registered agent at the address is Corporate Agents, 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 any class which the  Corporation
is authorized to have outstanding is Eighty-five  Million  (85,000,000)  shares,
each  with a par  value of  $.001  per  share,  of  which  Seventy-five  Million
(75,000,000) shall be shares of Common Stock, par value $.001 per share, and Ten
Million  (10,000,000)  shall be shares of Preferred  Stock,  par value $.001 per
share. 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:

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         (a) The number of shares  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 dates,  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;

         (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.

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


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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.

         (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


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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 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


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<PAGE>

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 Section11(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.

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<PAGE>

         (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.

         (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.

E. Series B Preferred Stock.
   -------------------------

         (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.

                                      -6-
<PAGE>

         (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.

                                (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:

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                                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

                                       (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


                                      -8-
<PAGE>

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.
                  -----------

                                    (a)  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 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


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<PAGE>

(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 hall 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.

         (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


                                      -10-
<PAGE>

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.

                                      -11-
<PAGE>

                           (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.

                  (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


                                      -12-
<PAGE>

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.

                  (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.

                                      -13-
<PAGE>

                  (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.

         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

                                      -14-
<PAGE>

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  statute  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.

         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.

                                      -15-
<PAGE>

         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.

         IN  WITNESS   WHEREOF,   the   Corporation  has  caused  this  Restated
Certificate of Incorporation to be executed by its Chief Financial Officer as of
this ___ day of January, 2006.

                                     ARKONA, INC.

                                     By:   /s/  Leland Boardman
                                           -----------------------------------
                                     Leland Boardman, Chief Financial Officer





                                      -16-