ARKONA, INC.
                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
December  19, 2006 by and between  Arkona,  Inc.,  a Delaware  corporation  (the
"Company"),  and  Leland  H.  Boardman,  an  individual  (the  "Investor").   In
consideration  of the  mutual  covenants  set forth  herein,  and other good and
valuable consideration, the Company and Investor hereby agree as follows:

1.   Purchase of Securities
     ----------------------

     1.1 Sale and  Issuance of Shares.  Subject to the terms and  conditions  of
this  Agreement,  the Investor  shall  purchase,  and the Company shall sell and
issue to the  Investor,  at the  Closing (as defined  below),  84,745  shares of
common stock of the Company (the  "Shares").  The purchase  price for the Shares
shall be $0.59 per Share, and the aggregate  purchase price for the Shares shall
be $50,000 (the "Purchase Price").

     1.2  Closing/Expiration  of  Offer.  The  closing  (the  "Closing")  of the
purchase and sale of the Shares shall take place on a an agreed upon date within
three  business days of the date hereof at the offices of Arkona,  Inc. at 10757
South River Front Parkway,  #400, South Jordan, Utah 84095. At the Closing,  the
Company  shall  deliver to the  Investor a stock  certificate  representing  the
Shares and an executed  counterpart  of this Agreement  against  delivery to the
Company by the Investor of the  Purchase  Price and an executed  counterpart  of
this Agreement.

2.  Representations and Warranties of the Company. The Company hereby represents
and  warrants  to the  Investor  as of the  date of  this  Agreement  (or,  if a
different date is stated in such representation and warranty as of such date) as
follows:

     2.1 Due  Authorization.  All  corporate  action on the part of the  Company
necessary for the authorization,  execution and delivery of this Agreement,  the
performance of all obligations of the Company hereunder,  and the authorization,
issuance (or reservation for issuance) and delivery of the Shares has been taken
or will be taken prior to Closing, and this Agreement  constitutes the valid and
legally  binding  obligation of the Company,  enforceable in accordance with its
respective terms subject to applicable bankruptcy, insolvency, and other similar
laws  affecting   creditors'   rights,  and  rules  of  law  governing  specific
performance.

     2.2 Corporate  Organization and Other Related Matters.  The Company is duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  The Company has full  corporate  power and  authority to carry on its
business as such business is now being  conducted and to own the  properties and
assets it now owns. The Company is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify would have
a material  adverse effect on its business or  properties.  The Company has full
corporate power and authority to enter into this Agreement,  to issue the Shares
and to consummate the transactions contemplated hereby

     2.3 Governmental Consents. No consent, approval, order or authorization of,
or  registration,  qualification,  designation,  declaration or filing with, any
federal,  state or local  governmental  authority  on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this Agreement,  except for (i)  qualifications  or filings under the Securities
Act of 1933, as amended (the "Securities  Act"), and the regulations  thereunder
and (iii)  qualification or filings required under all other applicable  federal
and  state  securities  laws  and  stock  exchange  or stock  quotation  service
regulations as may be required in connection with the transactions  contemplated
by this Agreement.

                                      -1-
<PAGE>

     2.4 Valid Issuance of Shares. When issued, sold and delivered in accordance
with the terms hereof,  the Shares will be duly and validly  issued,  fully-paid
and nonassessable.

3.   Representations and Warranties of the Investor.
     -----------------------------------------------

     The Investor hereby represents and warrants to the Company that:

     3.1  Authorization.  This Agreement  constitutes  the Investor's  valid and
legally binding obligation,  enforceable in accordance with its terms subject to
applicable bankruptcy,  insolvency,  and other similar laws affecting creditors'
rights,  and rules of law governing specific  performance,  and the Investor has
full power and authority to enter into this Agreement.

     3.2  Representations  Not Made by  Company.  The  Investor  represents  and
affirms  that  none of the  following  information  has ever  been  represented,
guaranteed or warranted to the  Investor,  expressly or by  implication,  by any
person:  (i) the  approximate  or exact length of time that the Investor will be
required to remain a security  holder of the  Company;  (ii) the  percentage  of
profit and/or amount of or type of consideration, profit or loss to be realized,
if any, as a result of an  investment in the Company;  or (iii) the  possibility
that the past  performance  or  experience  on the  part of the  Company  or any
affiliate, or any officer,  director,  employee or agent of the foregoing, might
in any way  indicate  or predict the  results of  ownership  of any Share or the
potential success of the Company's operations.

     3.3 Purchase  for Own  Account.  The Investor is the sole and true party in
interest,   is  acquiring  the  Securities  for   his/her/its  own  account  for
investment,  is not  purchasing  the Shares  hereby for the benefit of any other
person,  and has no present  intention  of holding or  managing  the Shares with
others or of selling,  distributing or otherwise disposing of any portion of the
Securities. The Investor is a citizen of the United States, is at least 21 years
of age, and is a bona fide  permanent  resident of and is domiciled in the state
set forth below the Investor's name on the signature page hereof.

     3.4 Disclosure and Review of  Information.  The Investor  acknowledges  and
represents  that he has reviewed and has been given a reasonable  opportunity to
review all  documents,  books and  records  of the  Company  pertaining  to this
investment, and has been supplied with all additional information concerning the
Company  and the  Shares  that has been  requested  by the  Investor,  has had a
reasonable  opportunity to ask questions of and receive answers from the Company
or its representatives  concerning this investment,  and that all such questions
have been answered to the full  satisfaction  of the Investor.  The Investor has
received, and acknowledges that he is receiving, no representations,  written or
oral,  from the Company or its  officers,  directors,  employees,  attorneys  or
agents other than those contained in this  Agreement.  In making his decision to
purchase the Securities,  the Investor has relied solely upon his review of this
Agreement,  and independent  investigations  made by him or his  representatives
without  assistance  of the  Company.  Without  limiting the  generality  of the
foregoing, the Investor represents that he is the Chief Financial Officer of the
Company and, as a result,  as access to all books and records of the Company and
is privy to all important information  regarding the Company's business,  status
and prospects.

     3.5 Speculative Investment.  The Investor understands that (i) he must bear
the economic risk of the investment in the  Securities for an indefinite  period
of time because the Shares have not been registered  under the Securities Act or
qualified  under  the  Securities  Act  or the  securities  laws  of  any  other
jurisdiction and (ii) his investment in the Company represented by the Shares is
highly  speculative in nature and is subject to a high degree of risk of loss in
whole or in part.  The Investor has adequate  means of providing for his current
needs  and  possible  contingencies,  and is able to bear  the  high  degree  of
economic risk of this investment, including, but not limited to, the possibility
of the  complete  loss of the  Investor's  entire  investment  and  the  limited
transferability  of the  Securities,  which  may  make the  liquidation  of this
investment impossible for the indefinite future.

                                      -2-
<PAGE>

     3.6 Accredited  Investor Status.  The Investor is an "accredited  investor"
within the meaning of Rule 501(a)  promulgated under the Securities Act, in that
Investor is a director,  executive officer,  or general partner of the issuer of
the securities being offered or sold, or is a director,  executive  officer,  or
general partner of a general partner of the issuer.

     3.7  Investment  Experience.  The Investor has experience as an investor in
securities and acknowledges that he can bear the economic risk of his investment
in the Shares. By reason of the Investor's  business or financial  experience or
the  business or  financial  experience  of his  professional  advisors  who are
unaffiliated with and who are not compensated by the Company or any affiliate or
selling  agent of the  Company,  directly or  indirectly,  the  Investor has the
capacity to protect his own  interests  in  connection  with his purchase of the
Shares.  The  Investor  has the  financial  capacity  to bear  the  risk of this
investment  and has received from the Company all  information  he has requested
and  considers  necessary or  appropriate  for deciding  whether to purchase the
Shares.  The Investor has not been organized solely for the purpose of acquiring
the Shares.

     3.8 Restricted Securities. The Investor understands that the Shares are and
will be  "restricted  securities"  under the Securities Act inasmuch as they are
being  acquired  from  the  Company  in a  transaction  not  involving  a public
offering,  and  that,  under  the  Securities  Act  and  applicable  regulations
thereunder,  such  securities  may be  resold  without  registration  under  the
Securities Act only in certain limited  circumstances.  In this connection,  the
Investor  represents  that he is familiar  with Rule 144  promulgated  under the
Securities Act, as presently in effect,  and understands the resale  limitations
imposed  thereby and by the Securities  Act. The Investor  further  confirms and
agrees that the Company is under no  obligation  to register  the re-sale of the
Shares under the Securities Act or any state securities laws.

     3.9 Legends. The Investor understands that the certificates  evidencing the
Shares will bear the legend set forth  below,  together  with any other  legends
required by the laws of the State of Utah and any other state with jurisdiction:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED,  OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS
          AND HAVE BEEN TAKEN FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW
          TO OR FOR SALE IN  CONNECTION  WITH ANY  DISTRIBUTION  THEREOF.  THESE
          SECURITIES  MAY  NOT  BE  SOLD  OR  OTHERWISE   TRANSFERRED  UNLESS  A
          REGISTRATION STAEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS
          IN EFFECT WITH RESPECT TO SUCH  SECURITIES OR THE COMPANY HAS RECEIVED
          AN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PROVIDING
          THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
          ACT OF 1933, AS AMENDED, IS AVAILABLE.

The legend set forth above shall be removed by the Company from any  certificate
evidencing  any of the  Securities  only (i) upon  receipt by the  Company of an
opinion in form and substance  satisfactory  to the Company that such legend may
be removed  pursuant to Rule 144  promulgated  under the Securities Act, or (ii)
upon confirmation  that a registration  statement under the Securities Act is at
that time in effect with  respect to the legended  Share and that such  transfer
will not jeopardize the exemption or exemptions  from  registration  pursuant to
which the respective Share was issued.


                                      -3-
<PAGE>

     3.10  Indemnification.  The Investor  acknowledges  that he understands the
meaning and legal consequences of the  representations  and warranties set forth
in Section 3 hereof and that the Company and the officers, directors,  employees
and agents of the Company  have  relied and will rely upon such  representations
and  warranties.  The Investor  hereby agrees to indemnify and hold harmless the
Company and each of its  respective  officers,  directors,  employees and agents
from and against any and all loss,  claim,  damage,  liability,  cost or expense
(including  attorney's  fees),  joint or  several,  to which any such person may
become  subject due to or arising out of: (i) any breach by the  Investor of any
such representation or warranty;  (ii) any inaccuracy in the representations and
warranties hereinabove set forth; (iii) the disposition of any of the Securities
by the Investor contrary to the foregoing  representations  and warranties;  and
(iv) any action, suit, proceeding, demand, assessment or judgment incident to or
based  upon any of the  matters  so  indemnified  against.  Notwithstanding  the
foregoing,  however, no representation,  warranty,  acknowledgement or agreement
made herein by the Investor shall in any manner be deemed to constitute a waiver
of any rights granted to him under federal or state securities laws.

     3.11  Conditions of Closing.  The obligations of the parties are subject to
the fulfillment at or before Closing of each of the following conditions, any of
which may be waived in writing by the Company and the Investor:

     3.12 Representations and Warranties.  All representations and warranties of
the  parties  contained  in this  Agreement  shall  be true and  correct  in all
material  respects at and as of the Closing  with the same effect as though such
representations  and  warranties  were made at and as of the Closing (other than
any  representation  or warranty that is expressly made as of a specified  date,
which shall be true and correct in all  material  respects as of such  specified
date only).

     3.13 Performance. Each of the Company and the Investor shall have performed
and complied with all agreements,  obligations and conditions  contained in this
Agreement that are required to be performed or complied with by him on or before
the Closing and shall have obtained all approvals,  consents and  qualifications
necessary to complete the purchase and sale described herein.

     3.14 Securities Law Compliance. All authorizations,  approvals and permits,
if any, of every governmental  authority or regulatory body of the United States
or of any  state  that is  required  in  connection  with the  lawful  offering,
issuance and sale of the Securities  pursuant to this Agreement  shall have been
duly obtained and shall be effective on and as of the Closing.

4.   Miscellaneous.

     4.1 Entire  Agreement.  This  Agreement  constitutes  the  entire  contract
between the Company and the  Investor  relative to the  purchase and sale of the
Securities and supersedes any and all prior or  contemporaneous  oral or written
agreements, understandings and discussions with respect thereto.

     4.2 Expenses.  Each of the Company and the Investor will bear his own legal
and other fees and expenses in connection with the transactions  contemplated in
this Agreement.

     4.3 Governing Law; Consent to Jurisdiction and Venue.  This Agreement shall
be governed by and construed in  accordance  with the laws of the State of Utah.
The  Company  and the  Investor  hereby  irrevocably  consent  to the  exclusive
jurisdiction  and venue of State and federal courts within Salt Lake City,  Utah
for any dispute arising out of this Agreement.

     4.4   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                      -4-

<PAGE>

     4.5  Headings.  The  headings  of the  Sections of this  Agreement  are for
convenience  and shall not by themselves  determine the  interpretation  of this
Agreement.

     4.6 Notices.  Any notice required or permitted  hereunder shall be given in
writing  and  shall be  conclusively  deemed  effectively  given  upon  personal
delivery,  on the date of receipt if sent by  telecopier  or overnight  courier,
charges  prepaid,  or five days  after  deposit in the United  States  mail,  by
registered or certified mail, postage prepaid,  addressed (a) if to the Company,
as set forth below the Company's name on the signature  page of this  Agreement,
and (b) if to the  Investor,  at the  Investor's  address as set forth below the
Investor's  name  on the  signature  page of this  Agreement,  or at such  other
address as the Company or the Investor may  designate by ten (10) days'  advance
written notice to the Investor or the Company, respectively.

     4.7 Survival of Representations  and Warranties.  The  representations  and
warranties of the parties  contained in or made pursuant to this Agreement shall
survive the  execution  and delivery of this  Agreement  and Closing;  provided,
however,  that such  representations and warranties are only made as of the date
of such execution and delivery and as of such Closing.

     4.8 Amendments.  Any term or provision of this Agreement may be amended and
the  observance of any term,  condition,  or provision of this  Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively)  by a written  instrument  signed by the  Company  and  Investors
purchasing a majority of the Shares being purchased hereunder.

     4.9  Severability.  If one or more provisions of this Agreement are held to
be unenforceable  under applicable law, such provision(s) shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision were excluded and shall be enforceable in accordance with its terms.

     4.10  Acknowledgement as to Counsel. The parties acknowledge and agree that
Parr Waddoups  Brown Gee and Loveless has prepared this  Agreement and the other
documents  contemplated  hereby as counsel to the  Company and not as counsel to
the  Investor and that the Investor is entitled to retain his or its own counsel
at his or its own expense.



                            [signature page follows]


                                      -5-
<PAGE>




     IN WITNESS WHEREOF,  the parties hereto have executed or caused this Arkona
Inc.  Stock  Purchase   Agreement  to  be  executed  by  their  duly  authorized
representatives as of the date first written above.

                                  "Company"

                                  ARKONA, INC.,
                                  a Delaware corporation


                                  By: /s/ Alan Rudd
                                      ------------------------------------------
                                      Alan Rudd, its CEO


                                  Address:
                                          10757 South River Front Parkway, #400
                                          South Jordan, Utah 84095
                                          Fax: (801) 501-0701

                                  "Investor"

                                     /s/
                                     -------------------------------------------
                                     Leland H. Boardman, an individual


                                     Address:

                                            ____________________________________

                                            ____________________________________

                                            Facsimile (___)_____________________



                                      -6-