NEITHER THIS SECURITY NOR THE  SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE  SECURITIES  ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE  STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

                          COMMON STOCK PURCHASE WARRANT

               To Purchase up to 100,000 Shares of Common Stock of

                                  Arkona, Inc.

Warrant No. 2006A-1

                  1. Basic Terms.  THIS COMMON STOCK PURCHASE WARRANT  CERTIFIES
that, for value received,  Coffin Partners LLC (the "Holder"), is entitled, upon
the  terms  and  subject  to the  limitations  on  exercise  and the  conditions
hereinafter  set  forth,  at any time  after  vesting  and prior to the close of
business  on the  applicable  expiration  date set forth in Section 2 below (the
"Termination  Date") but not  thereafter,  to subscribe  for and  purchase  from
Arkona, Inc., a Delaware corporation (the "Company"), up to One Hundred Thousand
(100,000) shares (the "Warrant  Shares") of Common Stock,  subject to adjustment
hereunder,  of the Company (the "Common Stock"). The purchase price of one share
of Common  Stock  (the  "Exercise  Price")  under this  Warrant  shall be $0.68,
subject to adjustment hereunder.

                  2. Vesting Schedule.  Holder may exercise its rights hereunder
in accordance with the following vesting schedule:

                           (a) Time-Based  Vesting.  Fifty Thousand  (50,000) of
the Warrant Shares (the "Time Vesting Shares") shall first become exercisable as
follows:

                                    (i)  the  right  to  purchase   14,000  Time
Vesting Shares shall vest as of the
date of this Warrant; and

                                    (ii)  the  right  to  purchase   4,000  Time
Vesting  Shares  shall vest on September 1, 2006 and the first day of each month
thereafter until the right to purchase all 50,000 of the Time Vesting Shares has
vested.

The Termination Date with respect to the Time Vesting Shares shall be August 14,
2008.  The Time Vesting  Shares shall  continue to vest and remain  exercisable,
whether or not the Holder continues to provide services to the Company.
<PAGE>

                           (b)  Performance-Based  Vesting.  The remaining Fifty
Thousand (50,000) Warrant Shares (the  "Performance  Vesting Shares") other than
the Time Vesting Shares shall first become exercisable as follows:

                                    (i) the right to purchase 12,500 Performance
Vesting Shares shall vest on September 1, 2006 if the closing price per share of
Common Stock as reported by the primary United States market on which the Common
Stock is quoted or traded (the "Closing Price") is $1.00 or greater for at least
20 Trading Days (as defined  below) during the calendar  quarter  ending on such
date;

                                    (ii)  provided   that  Holder's   consulting
relationship  with the  Company  continued  past  October 1, 2006,  the right to
purchase  12,500  Performance  Vesting Shares shall vest on December 31, 2006 if
the Closing  Price is $1.00 or greater for at least 20 Trading  Days (as defined
below) during the calendar quarter ending on such date;

                                    (iii)  provided  that  Holder's   consulting
relationship  with the  Company  continued  past  January 1, 2007,  the right to
purchase 12,500  Performance  Vesting Shares shall vest on March 31, 2007 if the
Closing  Price is $1.00 or  greater  for at least 20  Trading  Days (as  defined
below) during the calendar quarter ending such date; and

                                    (iv)  provided   that  Holder's   consulting
relationship  with the  Company  continued  past  April 1,  2007,  the  right to
purchase  12,500  Performance  Vesting Shares shall vest on June 30, 2007 if the
Closing  Price is $1.00 or  greater  for at least 20  Trading  Days (as  defined
below) during the calendar quarter ending on such date;

The Termination  Date with respect the  Performance  Vesting Shares shall be May
31, 2009; provided,  however, that the right to purchase any Performance Vesting
Share shall terminate as of the date it becomes  impossible for such Performance
Vesting Share to vest.

                  3. Authorization of Warrant Shares. The Company represents and
warrants  that all Warrant  Shares  which may be issued upon the exercise of the
purchase rights  represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant,  be duly authorized,  validly issued,  fully
paid and nonassessable and free from all taxes,  liens and charges in respect of
the issue  thereof  (other  than  taxes in  respect  of any  transfer  occurring
contemporaneously  with  such  issue or income  taxes,  if any,  payable  by the
Holder).

                  4.  Representations  and Warranties by the Holder.  The Holder
represents  and  warrants to the Company as  follows:

                           (a) This Warrant and the Warrant Shares issuable upon
exercise thereof are being acquired for its own account,  for investment and not
with a view to, or for resale in connection  with,  any  distribution  or public
offering  thereof  within the meaning of the  Securities Act of 1933, as amended
(the "Act"). Upon exercise of this Warrant, the Holder shall, if so requested by
the Company, confirm in writing, in a form satisfactory to the Company, that the
securities  issuable  upon  exercise  of this  Warrant  are being  acquired  for
investment and not with a view toward distribution or resale.

                                      -2-
<PAGE>

                           (b) The Holder  understands  that the Warrant and the
Warrant  Shares  have not  been  registered  under  the Act by  reason  of their
issuance in a transaction  exempt from the registration and prospectus  delivery
requirements  of the Act pursuant to Section 4(2)  thereof  and/or  Regulation D
promulgated  thereunder,  and that they must be held by the Holder indefinitely,
and that the Holder must  therefore  bear the economic  risk of such  investment
indefinitely,  unless a subsequent  disposition  thereof is registered under the
Act or is exempted from such registration.

                           (c) The Holder has such  knowledge and  experience in
financial and business  matters that it is capable of evaluating  the merits and
risks  of the  purchase  of this  Warrant  and the  Warrant  Shares  purchasable
pursuant  to the  terms of this  Warrant  and of  protecting  its  interests  in
connection therewith.

                           (d) The Holder is able to bear the  economic  risk of
the purchase of the Warrant  Shares  pursuant to the terms of this Warrant.  (e)
The Holder is an  "accredited  investor"  as such term is defined in Rule 501 of
Regulation D promulgated under the Act.

                  5.       Restrictive Legend.
                           -------------------

                  The Warrant Shares (unless  registered under the Act) shall be
stamped or imprinted with a legend in substantially the following form:

                  THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
                  REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR THE
                  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN
                  EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT OF 1933,
                  AS  AMENDED,  AND,  ACCORDINGLY,  MAY NOT BE  OFFERED  OR SOLD
                  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
                  THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
                  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
                  REQUIREMENTS  OF THE  SECURITIES  ACT AND IN  ACCORDANCE  WITH
                  APPLICABLE  STATE  SECURITIES  LAWS  AS  EVIDENCED  BY A LEGAL
                  OPINION OF  COUNSEL  TO THE  TRANSFEROR  TO SUCH  EFFECT,  THE
                  SUBSTANCE  OF WHICH  SHALL  BE  REASONABLY  ACCEPTABLE  TO THE
                  COMPANY.

                  6.       Exercise of Warrant.
                           --------------------

                           (a) Exercise of the purchase  rights  represented  by
this Warrant may be made at any time or times on or before the Termination  Date
by delivery to the Company of a duly executed  original or facsimile copy of the
Notice of Exercise  Form  attached  hereto as Exhibit A (or such other office or
agency of the Company as the Company may  designate  by notice in writing to the
registered  Holder at the address of such Holder  appearing  on the books of the
Company)  together  with payment of the aggregate  Exercise  Price of the shares
thereby  purchased by wire  transfer to an account  designated by the Company or
cashier's check drawn on a United States bank; provided,  however, that within 3

                                      -3-
<PAGE>

Trading Days after the date such Notice of Exercise is delivered to the Company,
the Holder shall surrender this Warrant to the Company. For the purposes of this
Warrant,  "Trading  Day" shall mean a day on which the  principal  United States
market  on which  the  Company's  securities  are  traded  is open for  trading.
Certificates  for shares  purchased  hereunder  shall be delivered to the Holder
within 7 Trading Days after the date on which the Notice of Exercise  shall have
been  delivered  by original  or  facsimile  copy and  payment of the  aggregate
Exercise  Price  shall have been  received  by the  Company  as set forth  above
("Warrant  Share  Delivery  Date");  provided,  however,  that in the  event the
Warrant is not  surrendered  by the Holder and received by the Company  within 3
Trading  Days after the date on which the  aggregate  Exercise  Price shall have
been paid and the Notice of Exercise  shall be delivered by facsimile  copy, the
Warrant  Share  Delivery Date shall be extended to the extent such 3 Trading Day
period is exceeded.  This Warrant shall be deemed to have been  exercised on the
date the Notice of  Exercise  is  delivered  to the  Company  and the  aggregate
Exercise  Price shall have been paid. The Warrant Shares shall be deemed to have
been issued,  and Holder or any other person so  designated  to be named therein
shall be  deemed  to have  become a holder  of  record  of such  shares  for all
purposes,  as of the date the  Warrant  has been  exercised  by  payment  to the
Company of the Exercise  Price and all taxes  required to be paid by the Holder,
if any,  pursuant to Section 9 prior to the issuance of such  shares,  have been
paid.

                           (b) If this  Warrant  shall  have been  exercised  in
part, the Company shall promptly deliver to Holder a new Warrant  evidencing the
rights of Holder to purchase the  unpurchased  Warrant Shares called for by this
Warrant,  which new Warrant shall in all other  respects be identical  with this
Warrant.


                  7. Net Exercise.  In lieu of cash exercising this Warrant, the
holder of this  Warrant may elect to receive  shares  equal to the value of this
Warrant (or the portion  thereof being canceled) by surrender of this Warrant at
the principal  office of the Company  together with notice of such election,  in
which  event the  Company  shall  issue to the holder  hereof a number of Shares
computed using the following formula:

                                                     Y (A - B)
                                                     ---------
                                            X =             A
         Where
         X -- The  number of  Warrant  Shares to be issued to the holder of this
              Warrant.
         Y -- The  number of  Warrant  Shares  purchasable  under this Warrant.
         A -- The fair market value of one Warrant Share.
         B -- The Exercise Price (as adjusted to the date of such calculations).

For purposes of this  Section 7, the fair market value of a Warrant  Share shall
mean the  average of the closing bid and asked  prices of the  Company's  common
stock quoted in the over-the-counter market in which such stock is traded or the
closing price quoted on any exchange on which such stock is listed, whichever is
applicable,  as published in the Western  Edition of The Wall Street Journal for
the ten (10)  trading  days prior to the date of  determination  of fair  market
value (or such  shorter  period  of time  during  which  such  stock was  traded
over-the-counter or on such exchange).  If the common stock is not traded on the
over-the-counter  market or on an  exchange,  the fair market value shall be the


                                      -4-
<PAGE>

price per share  that the  Company  could  obtain  from a willing  buyer for the
shares of common stock sold by the Company from authorized but unissued  shares,
as such  prices  shall be  determined  in good faith by the  Company's  Board of
Directors.

                  8. No  Fractional  Shares or Scrip.  No  fractional  shares or
scrip  representing  fractional shares shall be issued upon the exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to the difference  between the
fair market  value of such  fractional  share as of the date of exercise and the
Exercise Price of such fractional share.

                  9. Charges,  Taxes and Expenses.  Issuance of certificates for
Warrant  Shares  shall be made  without  charge to the  Holder  for any issue or
transfer  tax or other  incidental  expense in respect of the  issuance  of such
certificate,  all of which taxes and expenses shall be paid by the Company,  and
such  certificates  shall be issued in the name of the Holder or in such name or
names as may be  directed by the Holder;  provided,  however,  that in the event
certificates  for Warrant  Shares are to be issued in a name other than the name
of the Holder,  this Warrant when  surrendered for exercise shall be accompanied
by the  Assignment  Form attached  hereto duly  executed by the Holder;  and the
Company may require, as a condition thereto,  the payment of a sum sufficient to
reimburse it for any transfer tax  incidental  thereto and an opinion of counsel
in form and substance  reasonably  satisfactory to the Company that the issuance
to a person other than the Holder is permitted by applicable securities laws.

                  10.  Closing  of  Books.   The  Company  will  not  close  its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.

                  11. Transfer, Division and Combination.
                      -----------------------------------

                           (a)  Subject  to  compliance   with  any   applicable
securities  laws and the terms and conditions set forth in Sections 1, 11(e) and
19(b) hereof,  this Warrant and all rights hereunder are transferable,  in whole
or in part,  upon  surrender  of this  Warrant  at the  principal  office of the
Company, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its duly authorized agent or
attorney and funds  sufficient to pay any transfer taxes payable upon the making
of such  transfer.  Upon such  surrender  and, if required,  such  payment,  the
Company  shall  execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument  of  assignment,  and  shall  issue  to the  assignor  a new  Warrant
evidencing  the portion of this Warrant not so assigned,  and this Warrant shall
promptly be cancelled.

                           (b)  Subject to Section  21(f),  this  Warrant may be
divided  or  combined  with  other  Warrants  upon  presentation  hereof  at the
aforesaid office of the Company,  together with a written notice  specifying the
names and  denominations  in which new Warrants are to be issued,  signed by the
Holder  or its  duly  authorized  agent or  attorney;  provided,  however,  that
Warrants to purchase less than 25,000 Warrant Shares need not be issued,  unless
less than 25,000  Warrant  Shares  remain  available  for  purchase.  Subject to


                                      -5-
<PAGE>


compliance  with Section 11(a), as to any transfer which may be involved in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

                           (c) The Company shall  prepare,  issue and deliver at
its own expense  (other than transfer  taxes) the new Warrant or Warrants  under
this Section 11.

                           (d) The Company agrees to maintain,  at its aforesaid
office,  books for the  registration  and the  registration  of  transfer of the
Warrants.

                           (e) If, at the time of the  surrender of this Warrant
in connection  with any transfer of this  Warrant,  the transfer of this Warrant
shall not be registered  pursuant to an effective  registration  statement under
the Securities Act and under  applicable  state securities or blue sky laws, the
Company may  require,  as a condition  of allowing  such  transfer  (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written  opinion of counsel  (which  opinion  shall be in form,  substance and
scope customary for opinions of counsel in comparable  transactions and shall be
reasonably  satisfactory to the Company) to the effect that such transfer may be
made without  registration  under the Securities Act and under  applicable state
securities or blue sky laws and (ii) that the Holder or  transferee  execute and
deliver to the Company an  investment  letter in form and  substance  reasonably
acceptable to the Company.

                  12. No Rights as Shareholder until Exercise. This Warrant does
not entitle the Holder to any voting rights or other rights as a shareholder  of
the Company prior to the exercise hereof. The Company shall be entitled to treat
the Holder of the  Warrant as the owner in fact  thereof  for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such  Warrant on the part of any other  person,  and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration  or transfer,  or with the knowledge of such facts
that its participation therein amounts to bad faith.

                  13. Loss,  Theft,  Destruction  or Mutilation of Warrant.  The
Company  covenants  that upon  receipt  by the  Company of  evidence  reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock  certificate  relating to the Warrant Shares,  and in case of loss,
theft or destruction,  an indemnity and security  reasonably  satisfactory to it
(which may include the posting of a bond),  and upon surrender and  cancellation
of such Warrant or stock  certificate,  if mutilated,  the Company will make and
deliver a new  Warrant or stock  certificate  of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

                                      -6-
<PAGE>


                  14.  Saturdays,   Sundays,  Holidays,  etc.  If  the  last  or
appointed  day for the  taking  of any  action  or the  expiration  of any right
required or granted  herein  shall be a Saturday,  Sunday or a day that is not a
Trading Day, then such action may be taken or such right may be exercised on the
next succeeding day not a Saturday, Sunday or day that is not a Trading Day.

                  15.  Adjustments  of  Exercise  Price and  Number  of  Warrant
Shares. The number and kind of securities  purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment  from time to time
upon the  happening of any of the  following.  In case the Company,  at any time
while the Warrant is  outstanding,  shall (i) pay a dividend in shares of Common
Stock or make a  distribution  in shares of Common  Stock to all  holders of its
outstanding  Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater  number of shares,  (iii)  combine  (including  by way of reverse
stock split) its  outstanding  shares of Common  Stock into a smaller  number of
shares of Common  Stock,  or (iv)  issue any  shares of its  capital  stock in a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted so that the Holder  shall be entitled to receive the kind and number of
Warrant  Shares or other  securities of the Company which it would have owned or
have been  entitled  to  receive  had such  Warrant  been  exercised  in advance
thereof.  Upon each such  adjustment of the kind and number of Warrant Shares or
other  securities of the Company  which are  purchasable  hereunder,  the Holder
shall  thereafter be entitled to purchase the number of Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares or other  securities  of the  Company  that are  purchasable
pursuant hereto  immediately after such adjustment.  An adjustment made pursuant
to this paragraph shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.

                  16. Reorganization, Reclassification, Merger, Consolidation or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change  in, or  distribution  with  respect  to,  the  Common  Stock of the
Company),  or sell, transfer or otherwise dispose of all or substantially all of
its property,  assets or business to another  corporation  and,  pursuant to the
terms  of  such  reorganization,   reclassification,  merger,  consolidation  or
disposition of all or substantially all of its assets, shares of common stock of
the successor or acquiring  corporation,  or any cash,  shares of stock or other
securities  or property of any nature  whatsoever  (including  warrants or other
subscription  or purchase  rights) in addition to or in lieu of common  stock of
the successor or acquiring corporation ("Other Property"), are to be received by
or  distributed  to the holders of Common Stock of the Company,  then the Holder
shall have the right  thereafter to receive upon  exercise of this Warrant,  the
number of shares of common stock of the successor or acquiring corporation or of
the Company, if it is the surviving  corporation,  and Other Property receivable
upon  or  as  a  result  of  such  reorganization,   reclassification,   merger,
consolidation  or  disposition  of assets by a Holder of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
event.   In  case  of  any  such   reorganization,   reclassification,   merger,

                                      -7-
<PAGE>


consolidation or disposition of assets,  the successor or acquiring  corporation
(if other than the  Company)  shall  expressly  assume this  Warrant and all the
obligations and liabilities  hereunder,  subject to such modifications as may be
deemed  appropriate  (as  determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 16. For purposes of
this Section 16, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  16  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  17.  Voluntary  Adjustment by the Company.  The Company may at
any time during the term of this Warrant reduce the then current  Exercise Price
to any  amount  and for any period of time  deemed  appropriate  by the Board of
Directors of the Company.

                  18.  Notice of  Adjustment.  Whenever  the  number of  Warrant
Shares or number or kind of securities or other  property  purchasable  upon the
exercise of this Warrant or the Exercise Price is adjusted,  as herein provided,
the Company  shall give notice  thereof to the Holder,  which notice shall state
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such adjustment was made.

                  19. Registration under the Securities Act.
                      --------------------------------------

                      (a) Incidental Registration. If the Company at any time or
from time to time during the term of this  Warrant  proposes to register  any of
its securities  under the  Securities Act (other than in a registration  on Form
S-4 or S-8 or any  successor  form to such  forms)  whether or not  pursuant  to
registration  rights  granted to other holders of its  securities and whether or
not for sale for its own  account,  the Company  shall  deliver  prompt  written
notice  (which  notice  shall be given at least 15 days  prior to such  proposed
registration)  to the Holder of its  intention to undertake  such  registration,
describing  in  reasonable  detail the proposed  registration  and  distribution
(including the anticipated  range of the proposed  offering price, the class and
number  of   securities   proposed  to  be  registered   and  the   distribution
arrangements)  and of the Holders'  right to  participate  in such  registration
under  this  Section  19(a)  as  hereinafter  provided.  Subject  to  the  other
provisions of this Section  19(a),  upon the written  request of the Holder made
within 5 days after the receipt of such  written  notice  (which  request  shall
specify the amount of  securities to be  registered  and the intended  method of
disposition  thereof),  the  Company  shall  effect the  registration  under the
Securities Act of all Warrant Shares requested by the Holder to be so registered
(an  "Incidental   Registration"),   to  the  extent  requisite  to  permit  the
disposition  (in accordance  with the intended  methods thereof as aforesaid) of
the Warrant Shares so to be  registered,  by inclusion of such Warrant Shares in
the  registration  statement (the  "Incidental  Registration  Statement")  which
covers the  securities  which the Company  proposes  to  register  and shall use
commercially  reasonable efforts to cause such registration  statement to become

                                      -8-
<PAGE>

effective.  The  Holder  may,  at any time  prior to the  effective  date of the
Incidental  Registration Statement (and for any reason),  revoke such request by
delivering written notice to the Company revoking such requested inclusion.  The
Company shall pay the reasonable  out-of-pocket expenses incident to performance
of or compliance  with this agreement by the Company  ("Registration  Expenses")
relating to the preparation and filing of such registration statement.

                      If  at  any  time  after  giving  written  notice  of  its
intention  to register any  securities  and prior to the  effective  date of the
Incidental  Registration  Statement filed in connection with such  registration,
the  Company  shall  determine  for  any  reason  not to  register  or to  delay
registration of such securities,  the Company may, at its election, give written
notice of such determination to the Holder and, thereupon,  (A) in the case of a
determination  not to register,  the Company shall be relieved of its obligation
to register any Warrant  Shares in connection  with such  registration  (but not
from  its  obligation  to  pay  Registration  Expenses  incurred  in  connection
therewith),  and (B) in the case of a determination to delay such  registration,
the Company shall be permitted to delay the  registration  of the Warrant Shares
for the same  period as the delay in  registering  such  other  securities.  The
Company shall have no obligation to effect more than one Incidental Registration
per 12-month period pursuant to this Section 19(a).

                      In connection with any offering  involving an underwriting
of shares of the Company's  capital stock  pursuant to this Section  19(a),  the
Company  shall not be  required  to include  any of the  Warrant  Shares in such
underwriting  unless the Holder accepts the terms of the  underwriting as agreed
upon between the Company and its underwriters, and then only in such quantity as
the underwriters  determine in their  reasonable  discretion will not jeopardize
the success of the offering by the Company.  If the total number of  securities,
including  Warrant  Shares,  requested  by  stockholders  to be included in such
offering  exceeds the amount of  securities to be sold other than by the Company
that the underwriters  determine in their sole discretion is compatible with the
success of the  offering,  then the Company  shall be required to include in the
offering only that number of such securities,  including  Warrant Shares,  which
the  underwriters  and the Company  determine in their sole  discretion will not
jeopardize the success of the offering.

                           (b)      Certain Limitations.

                                    (i)  Furnish  Information.  It  shall  be  a
condition  precedent  to the  obligations  of the  Company  to take  any  action
pursuant to Section 19 with respect to the Warrant  Shares of any selling Holder
that such Holder shall furnish to the Company such information regarding itself,
the Warrant  Shares held by it, and the intended  method of  disposition of such
securities as shall be reasonably  required to effect the  registration  of such
Holder's Warrant Shares.

                                    (ii)  Nontransferability of Rights; Approval
Required.  Notwithstanding  anything in this Warrant to the contrary, the rights
granted  to Holder in this  Section  19 are  nontransferable  without  the prior
written  consent of the  Company  (which  may be  unreasonably  withheld).  This
Section 19 shall be omitted  from any  Warrant  issued to an  assignee of Holder
unless the Company has consented in writing to the assignment.

                                      -9-
<PAGE>


                                    (iii)   Confidentiality   Requirement.   The
Company's obligations under Section 19(a) shall be subject to the Holder's prior
execution  of a  confidentiality  agreement  in form  and  substance  reasonably
acceptable  to the  Company  to  keep  confidential  the  fact  of the  proposed
registration,  and not to enter into any agreements with respect to the purchase
or sale of securities of the Company,  until the Company has publicly  announced
the details related to such registration (or determined not to proceed with such
registration).

                  20. Authorized  Shares.  The Company covenants that during the
period the Warrant is  outstanding,  it will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of the  Warrant  Shares  upon the  exercise of any  purchase  rights  under this
Warrant.  The Company further  covenants that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any applicable law or regulation, or of any requirements of the principal market
upon which the Common Stock may be listed.

                           Except and to the extent as waived or consented to by
the  Holder,  the  Company  shall  not by any  action,  including  amending  its
certificate of incorporation or through any reorganization,  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 of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par  value,  (b)  take  all  such  action  as may  be  reasonably  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                  21.      Miscellaneous.
                           --------------

                           (a) Governing Law; Venue;  Waiver of Jury Trial.  All
questions concerning the construction,  validity, enforcement and interpretation
of this Warrant  shall be governed by and  construed  and enforced in accordance
with the internal laws of the State of Utah, without regard to the principles of
conflicts  of  law  thereof.  Each  party  agrees  that  all  legal  proceedings
concerning  the  interpretations,  enforcement  and defense of the  transactions
contemplated  by this  Warrant  (whether  brought  against a party hereto or its
respective affiliates,  directors, officers, shareholders,  employees or agents)
shall be commenced  exclusively  in the state and federal courts sitting in Salt
Lake County, Utah (the "Salt Lake County Courts"). Each party hereby irrevocably
submits to the  exclusive  jurisdiction  of the Salt Lake County  Courts for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally subject to the jurisdiction of any such court, or that


                                      -10-
<PAGE>


the Salt Lake  County  Courts are an  improper  or  inconvenient  venue for such
proceeding.  Nothing  contained  herein  shall be deemed to limit in any way any
right to serve process in any manner permitted by law. THE PARTIES HERETO HEREBY
IRREVOCABLY  WAIVE,  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS WARRANT OR THE  TRANSACTIONS  CONTEMPLATED  THEREBY.  If either party shall
commence an action or proceeding to enforce any provisions of this Warrant, then
the  prevailing  party in such action or  proceeding  shall be reimbursed by the
other party for its attorneys'  fees and other costs and expenses  incurred with
the investigation, preparation and prosecution of such action or proceeding.

                           (b)  Restrictions.  The Holder  acknowledges that the
Warrant Shares  acquired upon the exercise of this Warrant,  if not  registered,
will have restrictions upon resale imposed by state and federal securities laws.

                           (c) Nonwaiver  and Expenses.  No course of dealing or
any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or remedies,  notwithstanding  all rights hereunder terminate on the Termination
Date.

                           (d)  Notices.  All notices  and other  communications
required or permitted  hereunder  shall be in writing,  shall be effective  when
given, and shall in any event be deemed to be given upon receipt or, if earlier,
(a) five (5) days after deposit with the U.S. Postal Service or other applicable
postal  service,  if delivered by first class mail,  postage  prepaid,  (b) upon
delivery,  if delivered by hand,  (c) one business day after the business day of
deposit with Federal Express or similar  overnight  courier,  freight prepaid or
(d) one  business  day after the  business  day of  facsimile  transmission,  if
delivered  by  facsimile  transmission  with copy by first class  mail,  postage
prepaid, and shall be addressed (i) if to the Holder, at the Holder's address as
set forth in the  records of the  Company,  and (ii) if to the  Company,  at the
address of its principal  corporate offices (attention:  President),  or at such
other address as a party may designate by ten days advance written notice to the
other party pursuant to the provisions above.

                           (e)  Successors  and Assigns.  Subject to  applicable
securities  laws, this Warrant and the rights and obligations  evidenced  hereby
shall inure to the benefit of and be binding upon the  successors of the Company
and the successors and permitted assigns of Holder; provided,  however, that the
Holder may not assign its rights to a competitor or potential  competitor of the
Company.

                           (f)  Amendment.  This  Warrant  may  be  modified  or
amended or the  provisions  hereof  waived only with the written  consent of the
Company and the Holder; provided that in the event this Warrant has been divided
in accordance with Section 11(b),  the Warrants into which this Warrant has been
divided shall be collectively referred to as the "Transaction  Warrants" and the
Transaction Warrants may be modified or amended or the provisions thereof waived
only with the written  consent of the  Company  and the  Holders of  Transaction
Warrants entitling the Holders thereof to purchase at least seventy five percent
(75%) of the shares of Common Stock subject to the then outstanding  Transaction


                                      -11-
<PAGE>

Warrants. Any amendment or waiver effected in accordance with this Section 21(f)
shall be binding upon the Holder and each future Holder of this Warrant.

                           (g) Severability. If any provision of this Warrant is
held  to  be  invalid  or  unenforceable  in  any  respect,   the  validity  and
enforceability  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor,
and upon so  agreeing,  shall  incorporate  such  substitute  provision  in this
Warrant.

                           (h)   Construction.   The  headings  herein  are  for
convenience  only,  do not  constitute  a part of this  Warrant and shall not be
deemed to limit or affect any of the  provisions  hereof.  The language  used in
this Warrant will be deemed to be the language  chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

                           (i)  Interpretation.  Unless  the  context  otherwise
requires,  the terms  defined in this Section 21 shall have the meanings  herein
specified for all purposes of this Warrant,  applicable to both the singular and
plural  forms of any of the terms  defined  herein.  When a reference is made in
this Warrant to a Section,  such reference shall be to a Section of this Warrant
unless  otherwise  indicated.   Whenever  the  words  "include,"  "includes"  or
"including" are used in this Warrant, they shall be deemed to be followed by the
words  "without  limitation."  The use of any gender  herein  shall be deemed to
include the  neuter,  masculine  and  feminine  genders  wherever  necessary  or
appropriate.


                              ********************


                                      -12-
<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  August 14, 2006

                               ARKONA, INC.



                               By: ________________________________________

                               Name:  _____________________________________

                               Title:  ____________________________________




                                      -13-
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO:      Arkona, Inc.
         10757 South River Front Parkway, Suite 400
         South Jordan, UT 84095-3907
         Attention: President
         Facsimile:  801.501.0701


1. The undersigned hereby elects to purchase  __________ Warrant Shares pursuant
to the terms of the attached Warrant.

2. Method of Exercise (Please initial the applicable blank):

                  ___      The  undersigned  elects  to  exercise  the  attached
                           Warrant  by  means  of a cash  payment,  and  tenders
                           herewith  payment in full for the  purchase  price of
                           the  shares  being   purchased,   together  with  all
                           applicable transfer taxes, if any.

                  ___      The  undersigned  elects  to  exercise  the  attached
                           Warrant by means of the net  exercise  provisions  of
                           Section 7 of the Warrant.

3. Please issue a certificate or certificates  representing  said Warrant Shares
in the name of the undersigned or in such other name as is specified below:

                                         ---------------------------------
                                                      (Name)

                                         ---------------------------------

                                         ---------------------------------
                                                     (Address)

4. The  undersigned  hereby  represents and warrants that the aforesaid  Warrant
Shares are being acquired for the account of the  undersigned for investment and
not with a view to, or for resale, in connection with the distribution  thereof,
and that the undersigned  has no present  intention of distributing or reselling
such shares and all  representations and warranties of the undersigned set forth
in Section 4 of the attached Warrant  (including  Section 4(e) thereof) are true
and correct as of the date hereof.

                                        ----------------------------------
                                                       (Signature)

                                        ----------------------------------
                                                          (Name)

------------------------------          ----------------------------------
(Date)                                                   (Title)


<PAGE>




                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  _______________________________________________  the right  represented by
the attached Warrant to purchase  ____________ shares of common stock of Arkona,
Inc. to which the attached Warrant relates, and appoints ______________ attorney
to  transfer  such  right  on the  books  of  __________,  with  full  power  of
substitution in the premises.

                                           Dated:  ______________, _______


                 Holder's Signature: _____________________________________

                 Holder's Address:________________________________________

                                  ________________________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.
<PAGE>