WARRANT AGREEMENT

                                   ARKONA INC.

         THIS WARRANT  AGREEMENT (the  "Agreement"),  is made as of December 21,
2001 (the "Effective  Date") by and between ARKONA INC., a Delaware  corporation
with offices at 10542 South  Jordan  Gateway,  South  Jordan,  Utah 84095,  (the
"Company"), and  ____________,  at _______________(the "Holder").

         The Board of Directors of the Company has determined  that it is to the
advantage and in the best interest of the Company and its  stockholders to issue
the Warrant  provided for herein to Holder as an inducement for Holder to make a
cash investment into the Company.

1.       ISSUANCE  OF  WARRANT.  The  Company  issues to Holder  the right  (the
         "Warrant"), subject to this Agreement, to purchase from the Company all
         or any part of an  aggregate  of 606,060  shares of Common Stock of the
         Company,  at the  purchase  price of $.33 per share as Holder  may from
         time to time elect,  exercisable  on or after the Effective Date hereof
         for a period of 12 months (the latter date  hereinafter  referred to as
         the "Termination  Date").  In no event shall the Company be required to
         transfer fractional shares to Holder.

2.       METHOD OF EXERCISE.  The Warrant issued hereunder shall be exercisable,
         from the Effective  Date, as  hereinabove  provided,  by written notice
         which shall:

         2.1      state the election to purchase  shares of stock subject to the
                  Warrant,  the number of shares in respect of which it is being
                  purchased,  the  person  in whose  name the  shares  are to be
                  issued and such person's address and social security number;

         2.2      contain such representations and agreements as to the holder's
                  investment  intent with respect to such shares of Common Stock
                  as are required by law or as may be reasonably satisfactory to
                  the Company's counsel;

         2.3      be signed by the person or persons  entitled to  exercise  the
                  Warrant  and, if the Warrant is being  exercised by any person
                  or persons  other than the Holder,  be  accompanied  by proof,
                  satisfactory to counsel for the Company,  of the right of such
                  person or persons to exercise the Warrant; and

         2.4      be  accompanied by the payment for the purchase price of those
                  shares with respect to which the Warrant is being exercised in
                  the form of cash or check.

3.       ISSUANCE OF STOCK  CERTIFICATES.  The certificate or  certificates  for
         shares of Common Stock as to which the Warrant shall be exercised shall
         be registered in the name of the person or persons designated  pursuant
         to Section 2.1 of this Agreement.  The Company shall not be required to
         transfer  or deliver any  certificate  or  certificates  for the shares
         purchased  upon exercise of the Warrant  issued  hereunder  until:  (a)
         compliance with the terms of this Agreement and (b) compliance with all
         then applicable requirements of law.

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4.       STOCK SUBJECT TO THE WARRANT.  The Company shall reserve, and set aside
         as authorized and unissued shares, the number of shares of Common Stock
         of the  Company to be issued  upon  exercise  of this  Warrant.  If the
         Warrant  should expire or become  unexercisable  for any reason without
         having  been  exercised  in full,  the  unpurchased  shares  which were
         subject thereto shall be free from any restrictions  occasioned by this
         Agreement.

         Without limiting the generality of this Section 4, Holder  acknowledges
         and  understands  that the  shares  of Common  Stock to be issued  upon
         exercise  of this  Warrant  (i)  have  not been  registered  under  the
         Securities Act of 1933, as amended, or under the blue sky or securities
         laws of any  state;  (ii)  that the  Company  has no  obligation  to so
         register any of such shares and that,  except to the extent such shares
         are so registered, such shares will be restricted securities and may be
         sold,  transferred  or otherwise  disposed of only if an exemption from
         such registration is available;  and (iii) unless such shares have been
         so  registered,  there  shall be noted  conspicuously  upon each  stock
         certificate representing such shares, the following legend:

         THE SHARES OF STOCK WHICH MAY BE ISSUED UPON  EXERCISE OF THIS  WARRANT
         HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933 ("1933 ACT")
         NOR UNDER ANY APPLICABLE  STATE  SECURITIES LAWS AND MAY NOT BE OFFERED
         OR SOLD EXCEPT  PURSUANT  TO (I) AN  EFFECTIVE  REGISTRATION  STATEMENT
         RELATING TO SUCH SECURITIES UNDER THE 1933 ACT AND ANY APPLICABLE STATE
         SECURITIES ACT, (II) TO THE EXTENT APPLICABLE,  RULE 144 UNDER THE 1933
         ACT (OR ANY  SIMILAR  RULE  UNDER  SUCH  ACT OR  ACTS  RELATING  TO THE
         DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL SATISFACTORY
         TO THE CORPORATION THAT AN EXEMPTION FROM  REGISTRATION  UNDER SUCH ACT
         OR ACTS IS AVAILABLE.

5.       TERMINATION OF WARRANT. The Warrant and all rights granted hereunder to
         the extent such rights shall not have been  exercised,  shall terminate
         and become null and void on the Termination Date.

6.       LIMITATION UPON TRANSFER.  The Warrant and all rights granted hereunder
         shall be exercisable only by Holder, and except as otherwise  provided,
         the Warrant and all rights granted  hereunder shall not be transferred,
         assigned,  pledged, or hypothecated in any way (whether by operation of
         law or otherwise),  and shall not be subject to execution,  attachment,
         or similar  process.  Upon any  attempt to  transfer,  assign,  pledge,
         hypothecate,  or  otherwise  dispose of such  Warrant or of such rights
         contrary to the provisions  hereof,  or upon the levy of any attachment
         or similar  process upon such Warrant or such rights,  such Warrant and
         such rights shall immediately become null and void.

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7.       STOCK AS INVESTMENT. By accepting this Warrant, the Holder acknowledges
         for  Holder  and any  heirs  and  legatees,  that  any  and all  shares
         purchased  hereunder  shall  be  acquired  for  investment  and not for
         distribution.

8.       ADJUSTMENT  PROVISIONS FOR  RECAPITALIZATIONS AND RELATED TRANSACTIONS.
         If,   through   or  as  a   result   of  any   merger,   consolidation,
         reorganization,  recapitalization,  reclassification,  stock  dividend,
         stock split, reverse stock split or other similar transaction,  (i) the
         outstanding  shares  of  Common  Stock  are  increased,   decreased  or
         exchanged for a different  number or kind of shares or other securities
         of the Company, or (ii) additional shares or new or different shares or
         other   securities  of  the  Company  or  other  non-cash   assets  are
         distributed  with  respect  to such  shares  of  Common  Stock or other
         securities,  an appropriate and proportionate  adjustment shall be made
         in (y) the  maximum  number and kind of shares  reserved  for  issuance
         under this  Warrant,  and (z) the price for each share  subject to this
         Warrant, without changing the aggregate purchase price as to which this
         Warrant shall remain exercisable.

9.       MERGER OR  CONSOLIDATION.  In the event of a consolidation or merger in
         which  outstanding  shares of Common Stock of the Company are exchanged
         for  securities,  cash or other  property of any other  corporation  or
         business entity, the Board of Directors of the Company, or the board of
         directors of any  corporation  assuming the obligations of the Company,
         may, in its discretion,  take any one or more of the following actions,
         as to this Option:  (i) provide that the Warrant  shall be assumed,  or
         equivalent   warrants  shall  be  substituted,   by  the  acquiring  or
         succeeding  corporation  (or an affiliate  thereof),  (ii) upon written
         notice  to the  Holder,  provide  that all  unexercised  warrants  will
         terminate  immediately  prior to the  consummation of such  transaction
         unless  exercised by the Holder within a specified period following the
         date of such notice,  (iii) in the event of a merger under the terms of
         which  holders of the Common  Stock of the Company  will  receive  upon
         consummation  thereof a cash payment for each share  surrendered in the
         merger (the "Merger Price"),  make or provide for a cash payment to the
         Holder equal to the  difference  between (A) the Merger Price times the
         number of shares of Common Stock subject to this Warrant (to the extent
         then  exercisable  at prices not in excess of the Merger Price) and (B)
         the exercise  price of this Warrant in exchange for the  termination of
         such   Warrant,   or  (iv)  provide  that  this  Warrant  shall  become
         exercisable in full immediately prior to such event.

10.      RIGHTS AS  STOCKHOLDER.  Holder shall not have any rights or privileges
         of a stockholder of the Company in respect of the shares  issuable upon
         exercise  of the  Warrant  granted  hereunder,  unless  and until  this
         Warrant shall have been duly  exercised and  certificates  representing
         such shares shall have been issued by the Company.

11.      NOTICES. Any notice to be given under the terms of this Agreement shall
         be  addressed  to the  Company  in care of its  Secretary  at the  main
         offices for the transaction of its business, and any notice to be given
         to Holder  shall be addressed to Holder at the address set forth above,
         or at such  other  place as either  party may  hereafter  designate  in
         writing to the other.  Any such notice  shall be deemed duly given when
         enclosed in a properly sealed  envelope or wrapper  addressed as herein
         required,  certified and deposited (postage and certification  prepaid)
         in a post office regularly maintained by the United States Government.

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12.      BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of and
         be binding  upon each  successor  of the Company  and the  Holder.  All
         obligations  imposed  upon the  Holder  and all  rights  granted to the
         Company under this Agreement  shall be binding upon the Holder's heirs,
         legal representatives, and successors. Notwithstanding anything in this
         Agreement to the contrary,  the Holder may not assign this Agreement or
         the Warrant without the prior written consent of the Company.

13.      GOVERNING LAW. The validity, construction, interpretation and effect of
         this Agreement  shall be governed by and determined in accordance  with
         the law of the State of Delaware without regard to its conflict of laws
         rules,  except to the extent  preempted by federal law,  which shall to
         such extent govern.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed on its behalf by its Chief Financial  Officer,  and Holder has hereunto
set its hand the date and year  first  above  written,  which is the time of the
issuance of the Warrant hereunder.

AGREED AND ACCEPTED:                        ARKONA INC.




By:                                         By: /s/
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      Signature of Holder                   Name: Stephen L. Russo
                                            Title: Chief Financial Officer