SOFTWARE SUPPORT AGREEMENT

     This Software Support Agreement is entered into this 31st day of 
October, 1997 by and between Arkona Software Inc. a Utah Corporation of 4505 
South Wasatch Blvd #34O7 Salt Lake City, UT 84124 ("ARKONA") and OEC Medical 
Systems, Inc., a Delaware corporation of 384 Wright Brothers Drive, Salt Lake 
City, UT 84116 ("OEC").

                              RECITALS

     Whereas, ARKONA and OEC entered into an Agreement dated June 12, 1997 
("Development Agreement") under which ARKONA developed a certain software 
product for OEC relating to computer communications between OEC offices and 
OEC field service engineers; and,

     Whereas, ARKONA and OEC desire now to enter into an agreement specifying
the terms of Arkona's supporting the software;

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

                               TERMS

1.   Term of Agreement. This Software Support Agreement shall be effective
from September 1, 1997 until August 31, 1998.

2.   Renewal. This Software Support Agreement may be extended for three (3) 
additional one year periods by OEC notifying Arkona in writing of its 
intention to extend not later than August 1, of each succeeding year.

3.   Definitions. The following terms shall have the following meanings in 
this Software Support Agreement:

3.1.  Incident means a request from OEC to Arkona for software support relating
to a specific problem that can be answered by isolating its origin to a single
cause or a specific question that can be answered by a single explanation or 
instruction (each incident may include multiple contacts between Arkona and 
OEC to reach resolution or closure of the problem or question);

3.2.  Integration Error means a failure of the Product to perform as desired by
OEC caused by or related to integration of the Product with versions of 
Third-party software different than those detailed in the Specifications or 
other Third-party software not referenced in the Specifications;

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3.3. Product means that software developed by Arkona for OEC as specified in 
the Development Agreement which was delivered on August 1, 1997 and accepted 
by OEC;

3.4. Remote means services provided by Arkona to OEC requiring the physical 
presence of an Arkona employee outside of Salt Lake City, Utah;

3.5.  Software Assistance means providing advice to OEC regarding the
operation of the Product;

3.6.  Software Fault means a failure of the Product to comply with the 
Specifications due to an internal error, omission or defect of the Product, 
including, but not limited to, a failure of the Product to integrate with the
versions of Third-party software detailed in the Specifications;

3.7. Specifications means those specifications attached as Exhibit "A" to the
Development Agreement;

3.8. Specification Error means a failure of the Product to perform as desired 
by OEC caused by an error or omission in the Specifications;

3.9. Third-party Software means software provided by companies other than 
Arkona running on OEC main-office systems or on the laptop computers of OEC's 
Field Service Engineers. Third-party software does not include programs 
running within the Product;

3.10. Upgrade means an increase or change in the functionality of the Product 
from that detailed in the specifications requested by OEC.

4. Basic Service Charge. OEC shall pay Arkona $25,000.00 as a Basic Service 
Charge for the services specified below. The payments shall be made quarterly 
in the amount of $6,250 each with the first payment due on the execution of 
this Software Support Agreement and with subsequent payments due on the 1st 
day of December, March, and June thereafter. The Basic Service Charge shall be 
increased five percent (5%) for each year of any extension.

5.  Reporting of Incidents.  Incidents shall be reported to Arkona from OEC
only by Charles Krolik or Richard Dunn (or successors designated by OEC in
writing) except in extreme emergencies where neither Krolik or Dunn are
available.  Incidents may be reported by telephone, fax or email to the
following addresses (or such changed addresses as may be provided in writing to
OEC from time to time):

5.1. Telephone: (801) 424-0044

5.2. Fax: (801) 424-0033

5.3  Email: info@arkona.com

6. Response by Arkona. Incidents reported to Arkona during regular working
hours (9:00 a.m. to 5:00 p.m., prevailing time in Salt Lake City) on regular 
working days (excluding Federal and State of Utah legal holidays) shall be 
responded to within 24 hours. Incidents reported to Arkona at other times 
shall be responded to within 24 hours of 8:00 a.m. of the next regular working 
day.

7. Best Efforts to Resolve. Arkona shall use its best efforts to resolve the 
Incident, either by correcting the Software Fault or providing the Software 
Assistance as soon as possible.

8. Incidents Included within Basic Service Charge. The Basic Service Charge 
includes assistance each calendar month with a total of fifteen ( 15) Software 
Assistance and/or Software Faults via telephone, fax, email or at the OEC main 
office in Salt Lake City. These fifteen (15) assistance per month shall not 
be cumulative and any unused assistance at the end of each month shall expire.

9. Incidents not Included within Basic Service Charge. In addition to any 
Software Assistance or Software Fault Incidents exceeding the fifteen (15) 
total per month, the Basic Service Charge shall not include correction of or 
assistance with any Third-party Software, Integration Errors, Specification 
Errors or Upgrades.

10. Charges for Incidents in Excess of Basic Service Charge. For Incidents 
involving Software Assistance or Software Faults in excess of fifteen (15) per 
month Arkona shall charge OEC $100.00 per Incident.

11. Arkona Responsibility Regarding Integration Errors or Specification 
Errors. Arkona shall initially respond to all Incidents. If Arkona identifies 
an Incident as arising out of or related to an Integration Error, 
Specification Error or Third-party Software Arkona shall immediately notify 
OEC of such determination in writing or by fax or email. Unless promptly 
instructed otherwise, Arkona shall, if such resolution can be effectuated by 
less than four (4) working hours of Arkona time, provide the necessary 
resolution as soon as possible. For such resolution, Arkona shall charge OEC 
$750.00 plus any additional costs such as Third-party Software and/or charges, 
hardware, etc. If such a resolution is estimated by Arkona to take more than 
four (4) working hours Arkona shall give OEC a written estimate of the cost to 
make such resolution and shall proceed with the resolution only upon 
authorization from OEC for an agreed-upon amount or time and expenses rate. 
OEC shall pay for any such resolutions on Arkona's monthly invoice.

12. Assistance Report Logs and Notification. Arkona shall log and track all 
Incident reports and resolutions and provide the log to OEC not later than the 
15th of the following month. Arkona shall promptly notify OEC whenever in a 
month OEC has used ten (10) of the fifteen (15) assistance per month included
within the Basic Service Charge.

13. Resolution Production Costs and Distribution. Arkona shall provide one (1)
copy of the resolution of any Incident (i.e., software patch or assistance 
documentation) to OEC without charge except for any charges for Third-party 
Software and/or any hardware necessarily included within the resolution. 
Installation of any software patch and/or hardware on the main office OEC 
system shall be performed by Arkona either at no additional charge if included 
within the Basic Service Charge or as part of the costs billed to OEC if not 
included within the Basic Service Charge. Copying, distributing to and 
installing the resolution on any computers not at the main office of OEC shall 
be the sole responsibility and cost of OEC or, if requested by OEC to be 
performed by Arkona, shall be considered as Remote Work and billed 
accordingly.

14. Charges for Remote Work. For any Remote Work OEC shall pay Arkona as 
follows:

14.1. Billable Time. Billable Time shall include flight times (calculated from 
1/2 hour before scheduled flight departure until landing), travel to and from 
airport or hotel to remote site and actual working time. A Working Day shall 
be eight (8) hours per day of Billable Time. The minimum charge for remote 
work shall be for one ( 1 ) Working Day. The charge for each Working Day shall 
be $1,500 for regular days (i.e., excluding weekends and Federal and State of 
Utah legal holidays) and $2,500 for non-regular days. Billable Time on any day 
in excess of eight (8) hours shall be charged at the rate of $300 per person 
per hour for regular days and $400 per person per hour on non regular days.

14.2. Travel Expenses. OEC shall reimburse Arkona for all trave] expenses 
including, but not limited to, airfare, car rental, hotels, meals, tolls and 
parking incurred in providing such remote support.

14.3. Other Expenses. OEC shall reimburse Arkona for all other expenses 
reasonably related to Remote Work including, but not limited to, necessary 
Third-party Software and/or hardware and/or expendable tools or other 
materials.

15.     Arkona Responsibility Regarding Upgrades.

15.1. OEC Upgrade Requests. If Arkona identifies an Incident as arising out of 
or constituting a request for an Upgrade, Arkona shall immediately notify OEC 
of such determination in writing or by fax or email. Arkona shall give OEC a 
written estimate of the cost (including, but not limited to, Arkona's time and 
expenses and any charges for Third-party Software and/or hardware) to make 
such Upgrade and shall proceed with the Upgrade only upon authorization from
OEC for an agreed-upon amount or time and expenses rate as specified in section
14.1. OEC shall pay for any such Upgrade on Arkona's monthly invoice. For any
such Upgrades OEC shall enter into a licensing agreement with Arkona similar to
that incorporated as Exhibit "B" to the Development Agreement and a Software
Support Agreement similar to this.

15.2. Arkona Upgrades. If Arkona releases any Upgrade during the Term of this 
Agreement, Arkona shall offer such Upgrade to OEC at no cost except for 
Arkona's time and expenses involved in installing the Upgrade and any charges 
for Third-party Software and/or hardware to install and/or distribute such 
Upgrade.

16. Monthly Invoices and Payment. Arkona shall invoice OEC monthly for all 
work performed under this Software Support Agreement and/or any separate 
projects authorized pursuant to this Software Support Agreement together with 
reasonable supporting documentation. OEC shall pay Arkona on its invoices 
within fifteen 15) days of receipt of an invoice. All invoices unpaid for more 
than thirty (30) days shall bear interest at the rate of one and one-half 
percent (1.5 %) per month.

17. Limitation on Liability. Arkona's sole liability to OEC pursuant to this 
Software Support Agreement and the Development Agreement shall be limited to 
resolving any Software Faults and resolving all Incidents as provided above. 
Specifically, Arkona shall not be liable to OEC for any incidental and/or 
consequential damages.

18. Miscellaneous. This Agreement shall be governed by the }aw 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 deemed executed and effective as of the date and year first
written above.

Arkona Software, Inc.                           OEC Medical Systems, Inc.

By:  Jeffrey Barlow                             By:  (Name not legible)
Its: VP Technical Operations                    Its:  VP Finance