AGREEMENT

     This Agreement is entered into this ____ day of June, 1997 by and between 
Arkona, LLC, a Utah Limited Liability Corporation of 201 South Main Street 
#900, Salt Lake City, UT 84111 ("ARKONA") and OEC Medical Systems, Inc., a 
Delaware corporation of ("OEC").

                                   RECITALS

     Whereas, ARKONA and OEC entered into a Memorandum of Understanding 
contemplating a "Detailed Agreement" for ARKONA to develop a certain product 
for OEC relating to computer communications between OEC offices and OEC field 
service OEC's Designated Representatives; and,

     Whereas, ARKONA and OEC desire now to finalize that Detailed Agreement;

     NOW, THEREFORE, in consideration of the foregoing Recitals and the 
following mutual promises, the parties agree to the following:

                                    TERMS

1.  Product to be developed.  ARKONA will design, write and implement the 
Product as specified in Exhibit "A" which is attached and incorporated by 
reference.  OEC shall provide any further information concerning OEC's 
internal systems and procedures on a timely basis as determined reasonably 
necessary by ARKONA.

2.  Ownership, confidentiality, licensing and royalties.  As more fully 
specified in the Licensing Agreement which is attached and incorporated by 
reference as Exhibit "B", ARKONA will retain ownership of all logic and the 
code related to the Product except that OEC shall own all of its internal code 
and any other code uniquely necessary to allow the Product to communicate with 
OEC's internal network.  ARKONA shall license the Product to OEC as specified 
in Exhibit "B".  Exhibit "B" also obligates each party to keep specified 
information about the Product confidential and otherwise governs disclosure of 
information.

3.  Royalties to OEC.  ARKONA shall pay royalties to OEC from any royalties or 
other license fees received by ARKONA from subsequent sales or licensing to 
third-parties of the Product.  The right of OEC to receive such royalties 
shall not be construed to give OEC any interest in the Product nor any control 
over ARKONA'S sale or use of such product which control shall be solely in the 
discretion of ARKONA.  The royalty shall be 5 percent of net revenues (selling 
price less ARKONA'S direct selling expenses such as product cost, sales 
commissions, marketing, etc.) until OEC has recovered its payments to ARKONA 
for development of the Product under this Agreement.  After such recovery, 
OEC's royalty shall be 2 percent of net revenues until OEC has recovered a 
total of twice its payments to ARKONA and 1 percent thereafter.  This royalty 
provision shall only apply to subsequent sales or licensing by ARKONA of 
products or services which substantially incorporate both the logic and code 
of the Product.  This royalty provision shall not apply to products or 
services created by ARKONA not under this Agreement nor paid for by OEC 
including, but not limited to, generic, abstracted, web objects which may 
interface with generic database products.  Net revenues from such sales or 
licensing to third-parties shall mean all monies actually received by ARKONA 
(or for any in-kind or other payment, the market value of such payment at the 
time received by ARKONA) for  that the subsequent product or service less 
ARKONA'S direct selling expenses, such as sales commissions and other sales 
related expenses and all costs incurred in any modifications of the Product to 
meet the needs of future customers (modification costs shall not exceed fifty 
percent (50%) of revenues) and all costs incurred in any modifications of the 
Product to meet the needs of future customers, incurred in connection with the 
subsequent sale as determined under generally accepted accounting principles.  
For any six month period ending either December 31 or June 30 of any year for 
which ARKONA has made any sales or licensing of the Product requiring royalty 
payments to OEC pursuant to this paragraph, ARKONA shall provide to OEC a 
reasonably detailed accounting of such net revenues received and shall, 
simultaneously, pay the appropriate royalty amount to OEC.

4.  Schedule for development of the Product.  ARKONA developed the Product to 
date pursuant to a schedule agreed upon with OEC. The schedule provided that 
work agreed to have begun on December 13, 1996 and was to have been completed 
on or before April 6, 1997.  A milestone was agreed to and met on February 24, 
1997.  Subsequently, items of additional work were discovered necessitating 
the extension of the completion date.  ARKONA and OEC hereby accept the 
following future schedule as a complete satisfaction of any claims related to 
such schedule change.  On or before May 15, 1997, assuming OEC has timely 
provided the necessary hardware, all appropriate dial-in connections at OEC 
shall be established.  On or before May 19, 1997 ARKONA shall deliver an 
operable version of the Product to OEC for testing.  Modifications and 
corrections to the test version reasonably required by OEC shall be made by 
ARKONA on or before May 26, 1997.  Final production distribution of the 
Product  and user documentation shall be  completed by June 9, 1997.

5.  Training.  Arkona shall provide such training for OEC as reasonably 
required by OEC prior to June 9, 1997.  Such training is presently 
contemplated to involve two (2) training classes at remote locations.   OEC 
shall pay Arkona  all necessary and reasonable travel expenses including 
airfare, hotels, ground transportation and meals.  OEC shall make such 
payments to Arkona within ten (10) days of Arkona's submission of an invoice 
for suchand costs together with expense receipts.

6.  Compensation.  OEC shall pay ARKONA a total of $100,000.00 for completion 
of the Product.  $30,000 was paid, the receipt of which is hereby 
acknowledged, upon the execution of the Memorandum of Understanding.  
$30,000.00 was paid upon meeting the February 24, 1997 milestone, the receipt 
of which is hereby acknowledged.  The final $40,000.00 shall be paid on 
acceptance of the final deliveries on June 9, 1997 as specified above. 

7.  Service and support.  ARKONA shall provide support for the Product after 
acceptance for thirty (30) days at no cost to OEC.  ARKONA shall use its best 
efforts to provide such service as expeditiously as reasonably required by 
OEC.  OEC and ARKONA shall enter into a long-term service agreement for the 
Product prior to June 9, 1997.

8.  Additional Work.  During ARKONA'S work on the Product additional elements 
of necessary work were discovered by OEC and ARKONA.  These additional 
elements relate to a need to maintain database consistency between OEC's 
existing Metrix field service database and new information created by the 
Product.  This additional work was not reasonably discoverable by OEC or 
ARKONA under the timeframe of ARKONA'S work on the Product.  ARKONA shall 
create, in conjunction with Brian Major of OEC, the necessary logic and code 
required to create and maintain this necessary database consistency.  A 
preliminary version of the additional work will be delivered to OEC on May 12, 
1997.  OEC and ARKONA shall work jointly to finalize the additional work by 
May 19, 1997.  Upon acceptance of the additional work by Brian Major, OEC 
shall pay ARKONA $25,000.00.

9.  Phase 2 Compatibility.  ARKONA shall use its best efforts to design the 
Product to accommodate at the lowest reasonable expense the development of 
Phase 2 work as specified.

10.  Phase 2 General Product Description.  The Phase 2 product ("Phase 2 
Product") will be a software toolset in an appropriate programming language as 
mutually agreed upon between OEC and ARKONA.  The Phase 2 Product will provide 
access to and data mapping to and from remote office computers or field sales 
representatives laptop computers in a connected network state to the OEC 
network and databases.

11.  Phase 2 Analysis.  To more fully understand the exact requirements and 
the times and costs involved in creating the Phase 2 Product OEC and ARKONA 
shall perform an initial analysis.  Prior to starting the actual detailed 
analysis OEC's designated representative and ARKONA'S Phase 2 team leader 
shall conduct a two (2) day pre-analysis on or before June 30, 1997.  This 
pre-analysis will more closely specify the time, methodology and individuals 
necessary to complete the detailed analysis.  Presently the detailed analysis 
is contemplated to take approximately four (4) weeks and will involve an 
ARKONA analyst working with various OEC employees involved in various aspects 
of the order entry process; reviewing OEC's internal documentation regarding 
such processes and reviewing such Oracle documentation as necessary.  It is 
anticipated that completion of the Phase 2 Product will require complete 
access to information regarding the Oracle order entry system.

12.  Phase 2 Analysis Payment.  OEC shall pay ARKONA $1,000.00 per day per 
person for Phase 2 analysis work billed on a weekly basis.

13.  Phase 2 Analysis Deliverable.  At the completion of the Phase 2 detailed 
analysis, ARKONA shall deliver to OEC a report specifying a detailed scope of 
work and/or specification for the Phase 2 Product, an statement of options 
concerning the Phase 2 Product together with an analysis of the risks of such 
options, a budget for completion of the Phase 2 Product and a schedule for 
production.

14.  Phase 2 Contract and Start of work.  If OEC chooses to proceed with Phase 
2 after receiving the analysis deliverable, OEC and ARKONA shall enter into a 
detailed agreement for the work and start work within seven (7) days.

15.  Miscellaneous. This Agreement shall be governed by the law of the State 
of Utah and any action brought to enforce its terms shall be brought only in 
Utah.  In any such action, the prevailing party shall be entitled to its costs 
of action including a reasonable attorneys fee.

     This Agreement is executed and effective as of the date and year first 
written above.

ARKONA, LLC                    OEC Medical Systems, Inc.


By: __________________         By: __________________
Its: __________________        Its: __________________