Exhibit 3.4

                            CERTIFICATE OF MERGER OF

                          DIGI LINK TECHNOLOGIES, INC.
                               [a Delaware Corp.]

                                      INTO

                            IR OPERATING CORPORATION
                               [a Delaware Corp.]

                under Section 252 of the General Corporation Law
                            of the State of Delaware

     IT IS HEREBY CERTIFIED, upon behalf of each of the constituent corporations
herein named, as follows:

     [1] The Board of Directors of each of the constituent corporations has duly
adopted a plan of merger setting forth the terms and conditions of the merger of
said corporation.

     [2] The name of the domestic  constituent  corporation,  which is to be the
surviving  corporation,  is IR Operating  Corporation , The  jurisdiction of its
incorporation  is the  State  of  Delaware;  and the  date of its  incorporation
therein is January 1972.

     [3] The name of the foreign constituent corporation,  which is being merged
into the surviving constituent corporation, is Digi Link Technologies,  Inc. The
jurisdiction of its incorporation is Delaware; and the date of its incorporation
therein is February 23, 2000.

     [4] As to each constituent  corporation,  the plan of merger sets forth the
designation  and  number of  outstanding  shares of each class and  series,  the
specifications of the classes and series entitled to vote on the plan of merger,
and the  specification  of each class and series  entitled to vote as a class on
the plan merger, as follows:

     Digi Link  Technologies,  Inc.  [a DE  Corp.]

     authorized  and  outstanding  shares:  500,000,000  shares PV $.001  common
authorized 98,462,500 shares PV $.001 common outstanding

     IR Operating Corporation [a DE Corp.]

authorized and outstanding shares

200,000,000 shares PV $ .001 Common authorized
5,217,428 shares PV $.001 Common outstanding
5,000,000 shares PV $.001 Preferred authorized
0 shares PV $.001 Preferred outstanding

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     [5]  The  merger  herein   certified  was  authorized  in  respect  of  the
constituent   corporations  by  the  written  consent  of  the  holders  of  all
outstanding  shares of each of the corporations  entitled to vote on the plan of
merger and the plan of merger has been approved,  adopted,  certified,  executed
and  acknowledged  by each of the  constituent  corporations  in accordance with
Subsection 252(c) of the Delaware General Corporation Law.

     [6]  The  Certificate  of  Incorporation   of  the  surviving   constituent
corporation shall remain as the Certificate of Incorporation.

     [7] The  executed  plan of  merger  is on file at the  principal  place  of
business of the surviving constituent corporation, the address of which is:

                     75 Lincoln Highway, Route 27, 2nd Floor
                            Iselin, New Jersey 08830

     [8] A copy  of the  plan  of  merger  will be  furnished  by the  surviving
constituent corporation,  on request and without cost, to any stockholder of any
constituent corporation.

     [9] The  Certificate  of  incorporation  of the surviving  corporation,  IR
Operating  Corporation  is hereby  amended  as to  change  the name by which the
Corporation shall be known to Digi Link Technologies, Inc.

     IN WITNESS WHEREOF,  We have subscribed this document on the date set forth
below and do hereby  affirm,  under  penalties of perjury,  that the  statements
contained herein have been examined by us and are true and correct.

Dated: 1/31/01

                                       Digi Link Technologies, Inc.[a DE Corp.]

                                       By:/s/: Peter Jegou
                                       -------------------
                                               Peter Jegou, President


                                          /s/: Larry Greenberg
                                          --------------------
                                               Larry Greenberg, Secretary



                                       IR Operating Corporation [a DE Corp.]

                                       By:/s/: Murray J. Fox
                                       ---------------------
                                               Murray J. Fox, President


                                          /s/: David C. Katz
                                          ------------------
                                               David C. Katz, Secretary

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