STAND-ALONE REVOLVING NOTE

$        250,000.00                                   February 6, 2006
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         FOR VALUE RECEIVED, the undersigned borrower (the "Borrower"), promises
to pay to the order of U.S.  Bank N.A.  (the  "Bank"),  the principal sum of TWO
HUNDRED FIFTY THOUSAND AND NO/100 Dollars  ($250,000.00),  payable SEPTEMBER 30,
2006 (the "Maturity Date").

         The Bank will make advances to the Borrower from time to time up to the
aggregate  amount of  $250,000.00,  less letters of credit  issued by Bank.  The
Borrower may,  prior to the Maturity  Date or  termination  as described  below,
borrow, repay and reborrow such amount from the Bank.

         1. Interest.

         The unpaid principal balance will bear interest at an annual rate equal
to the prime rate announced by the Bank.

         The interest rate  hereunder  will be adjusted each time that the prime
rate changes.

         2. Payment Schedule.

         Interest is payable  beginning  MARCH 15, 2006, and on the same date of
each consecutive  month  thereafter  (except that if a given month does not have
such a date, the last day of such month), plus a final interest payment with the
final payment of principal.

         3.  Paid-In-Full  Period.  ______ If checked here, all revolving  loans
under this  Stand-Alone  Revolving  Note (the "Note") must be paid in full for a
period of at least n/a consecutive days during each fiscal year.

         4. Closing Fee.  ______ If checked here, the Borrower will pay the Bank
a one-time closing fee of $416.67  contemporaneously  with the execution of this
Note. This fee is in addition to all other fees,  expenses and other amounts due
hereunder.

         5. Late Payment Fee.  Subject to the applicable  law, if any payment is
not made on or before its due date, the Bank may collect a delinquency charge of
5.00% of the unpaid  amount.  Collection  of the late  payment  fee shall not be
deemed to be a waiver of the Bank's right to declare a default hereunder.

         6.  Calculation  of Interest.  Interest will be computed for the actual
number of days  principal is unpaid,  using a daily factor  obtained by dividing
the stated interest rate by 360.

         7. Default Interest Rate. Notwithstanding any provision of this Note to
the contrary,  upon any default or at any time during the  continuation  thereof
(including  failure  to pay upon  maturity),  the Bank may,  at its  option  and
subject to applicable law,  increase the interest rate on this Note to a rate of
5% per annum plus the interest rate otherwise payable hereunder. Notwithstanding
the foregoing and subject to applicable law, upon the occurrence of a default by
the Borrower or any guarantor  involving  bankruptcy,  insolvency,  receivership
proceedings or an assignment for the benefit of creditors,  the interest rate on
this Note shall  automatically  increase to a rate of 5% per annum plus the rate
otherwise payable hereunder.

         8. Maximum Rate. In no event will the interest  rate  hereunder  exceed
that  permitted  by  applicable  law. If any interest or other charge is finally
determined  by a court of competent  jurisdiction  to exceed the maximum  amount
permitted  by law,  the  interest  or charge  shall be  reduced  to the  maximum
permitted by law, and the Bank may credit any excess amount previously collected
against the balance due or refund the amount to the Borrower.

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         9.  Financial  Information.  (Text  eligible)  principles of accounting
consistently  applied throughout the accounting  periods involved;  (ii) provide
the Bank with such  information  concerning  its business  affairs and financial
condition (including insurance coverage) as the Bank may reasonably request; and
(iii)  without  request,  provide  the Bank  with  annual  financial  statements
prepared by an accounting firm acceptable to the Bank within 120 days of the end
of each fiscal year.

         10. Credit Balances; Set off. As additional security for the payment of
the  obligations  described in this Note or any document  securing or related to
the loan evidenced by this Note  (collectively  the "Loan  Documents"),  and any
other  obligations  of  the  Borrower  to the  Bank  of  any  nature  whatsoever
(collectively  the  "Obligations"),  the Borrower  hereby  grants to the Bank as
security  interest  in, a lien on and an  express  contractual  right to set off
against all  depository  account  balances,  cash and any other  property of the
Borrower now or hereafter in the  possession of the Bank and the right to refuse
to allow withdrawals from any account (collectively  "Setoff"). The Bank may, at
any time upon  occurrence  of a default  hereunder  (notwithstanding  any notice
requirements or grace/cure  periods under this or other  agreements  between the
Borrower  and the  Bank)  Setoff  against  the  Obligations  whether  or not the
Obligations   (including  future   installments)  are  then  due  or  have  been
accelerated,  all without any advance or contemporaneous notice or demand of any
kind to the Borrower, such notice and demand being expressly waived.

         11. Advances and Paying Procedure.  The Bank is authorized and directed
to credit any of the  Borrower's  accounts  with the Bank (or to the account the
Borrower  designates in writing) for all loans made  hereunder,  and the Bank is
authorized  to debit such account or any other  account of the Borrower with the
Bank for the amount of any principal, interest or expenses due under the Note or
other amount due  hereunder on the due date with respect  thereto.  Payments due
under  the Note and other  Loan  Documents  will be made in lawful  money of the
United  States.  All payments may be applied by the Bank to principal,  interest
and  other  amounts  due under the Loan  Documents  in any order  which the Bank
elects.  If,  upon  any  request  by the  Borrower  to the  Bank to issue a wire
transfer,  there is an  inconsistency  between the name of the  recipient of the
wire and its identification  number as specified by the Borrower,  the Bank may,
without  liability,  transmit  the  payment  via  wire  based  solely  upon  the
identification number.

         12.  Defaults.  Notwithstanding  any cure periods  described below, the
Borrower shall immediately  notify the Bank in writing when the Borrower obtains
knowledge  of the  occurrence  of any default  specified  below.  Regardless  of
whether the Borrower has given the required  notice,  the  occurrence  of one or
more of the following shall constitute a default:

                  (a)  Nonpayment.  The  Borrower  shall  fail  to pay  (i)  any
interest due on this Note or any fees, charges, costs or expenses under the Loan
Documents by 5 days after the same becomes due; or (ii) any principal  amount of
this Note when due.

                  (b)  Nonperformance.  The  Borrower  or any  guarantor  of the
Borrower's  Obligations  to the Bank  ("Guarantor")  shall  fail to  perform  or
observe any agreement,  term,  provision,  condition,  or covenant (other than a
default  occurring  under (a), (c),  (d), (e), (f) or (g) of this  paragraph 12)
required to be performed or observed by the Borrower or any Guarantor  hereunder
or under any other  Loan  Document  or other  agreement  with or in favor of the
Bank.

                  (c) Misrepresentation.  Any financial information,  statement,
certificate, representation or warranty given to the Bank by the Borrower or any
Guarantor (or any of their  representatives)  in  connection  with entering into
this Note or the other  Loan  Documents  and/or  any  borrowing  thereunder,  or
required  to be  furnished  under  the  terms  thereof,  shall  prove  untrue or
misleading in any material respect (as determined by the Bank in the exercise of
its judgment) as of the time when given.

                  (d)  Default  on  Other  Obligations.   The  Borrower  or  any
Guarantor shall be in default under the terms of any loan agreement,  promissory
note,  lease,  conditional  sale  contract  or  other  agreement,   document  or
instrument  evidencing,  governing  or securing  any  indebtedness  owing by the
Borrower or any Guarantor to the Bank or any  indebtedness  in excess of $10,000
owing by the  Borrower to any third party,  and the period of grace,  if any, to
cure said default shall have passed.

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                  (e)  Judgments.  Any  judgment  shall be obtained  against the
Borrower or any Guarantor which, together with all other outstanding unsatisfied
judgments  against the  Borrower  (or such  Guarantor),  shall exceed the sum of
$10,000 and shall remain unvacated, unbonded or unstayed for a period of 30 days
following the date of entry thereof.

                  (f)  Inability  to  Perform;  Bankruptcy/Insolvency.  (i)  The
Borrower or any  Guarantor  shall die or cease to exist;  or (ii) any  Guarantor
shall attempt to revoke any guaranty of the Obligations described herein, or any
guaranty becomes  unenforceable in whole or in part for any reason; or (iii) any
bankruptcy,  insolvency or  receivership  proceedings,  or an assignment for the
benefit of  creditors,  shall be commenced  under any Federal or state law by or
against the Borrower or any  Guarantor;  or (iv) the  Borrower or any  Guarantor
shall become the subject of any out-of-court  settlement with its creditors;  or
(v) the Borrower or any  Guarantor is unable or admits in writing its  inability
to pay its debts as they mature;  or (vi) if the Borrower is a limited liability
company,  any member  thereof shall withdraw or otherwise  become  disassociated
from the Borrower.

                  (g)  Adverse  Change;  Insecurity.  (i)  There  is a  material
adverse change in the business,  properties,  financial  condition or affairs of
the Borrower or any Guarantor, or in any collateral securing the Obligations; or
(ii) the Bank in good faith deems itself insecure.

         13. Termination of Loans;  Additional Bank Rights.  Upon the occurrence
of any of the  events  identified  in  paragraph  12,  the  Bank may at any time
(notwithstanding  any notice  requirements  or grace/cure  periods under this or
other  agreements  between the Borrower and the Bank) (i) immediately  terminate
its obligation,  if any, to make additional loans to the Borrower;  (ii) Setoff;
and/or (iii) take such other steps to protect or preserve the Bank's interest in
any collateral,  including without limitation, notifying account debtors to make
payments  directly to the Bank,  advancing  funds to protect any  collateral and
insuring collateral at the Borrower's expenses;  all without demand or notice of
any kind, all of which are hereby waived.

         14.  Acceleration  of  Obligations.  Upon the  occurrence of any of the
events identified in paragraph 12(a) through 12(e) and 12(g), any the passage of
any applicable  cure periods,  the Bank may at any time  thereafter,  by written
notice to the Borrower, declare the unpaid principal balance of any Obligations,
together with the interest  accrued thereon and other amounts accrued  hereunder
and under the other Loan Documents,  to be immediately due and payable;  and the
unpaid  balance shall  thereupon be due and payable,  all without  presentation,
demand,  protest or further  notice of any kind, all of which are hereby waived,
and  notwithstanding  anything to the contrary contained herein or in any of the
other Loan Documents.  Upon the occurrence of any event under  paragraph  12(f),
the  principal  unpaid  balance of any  Obligations,  together with all interest
accrued  thereon and other  amounts  accrued  hereunder and under the other Loan
Documents,   shall  thereupon  be  immediately  due  and  payable,  all  without
presentation,  demand,  protest  or notice of any kind,  all of which are hereby
waived, and notwithstanding  anything to the contrary contained herein or in any
of the other Loan  Documents.  Nothing  contained  in paragraph 12 or 13 or this
paragraph shall limit the Bank's right to Setoff as provided in this Note.

         15. Collateral. This Note is secured by any and all security interests,
pledges,  mortgages/deeds  of trust (except any mortgage/deed of trust expressly
limited by its terms to a specific  obligation of Borrower to Bank) or liens now
or  hereafter  in existence  granted to the Bank to secure  indebtedness  of the
Borrower to the
Bank (unless prohibited by law), including,  without limitation, as described in
the following documents:

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         16. Guaranties.  This Note is guarantied by each and every guaranty now
or hereafter in existence  guarantying  the  indebtedness of the Borrower to the
Bank  (except  for an  guaranty  expressly  limited  by its terms to a  specific

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separate obligation of Borrower to the Bank) including,  without limitation, the
following:

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         17.  Additional  Bank Rights.  Without  affecting  the liability of any
Borrower,  endorser, surety or guarantor, the Bank may, without notice, renew or
extend the time for  payment,  accept  partial  payments,  release or impair any
collateral  security for the payment of this Note, or agree not to sue any party
liable on it.

         18. Warranties.  The Borrower makes the following warranties:  (A) This
Note and the other Loan Documents are the legal,  valid and binding  obligations
of the  Borrower,  enforceable  against the  Borrower in  accordance  with their
terms.  (B) The execution,  delivery and  performance of this Note and all other
Loan  Documents to which the  Borrower is a party (i) are within the  borrower's
power; (ii) have been duly authorized by all appropriate entity action; (iii) do
not require the approval of any governmental  agency;  and (iv) will not violate
any law,  agreement or  restriction  by which the Borrower is bound.  (C) if the
Borrower is not an  individual,  the  Borrower is validly  existing  and in good
standing under the laws of its state of  organization,  has all requisite  power
and authority  and possesses all licenses  necessary to conduct its business and
own its properties.

         19. Waivers; Relationship to Other Documents. All Borrowers, endorsers,
sureties  and  guarantors  waive  presentment,  protest,  demand,  and notice of
dishonor.  No delay on the part of the Bank in  exercising  any right,  power or
privilege  hereunder or under any of the other Loan  Documents will operate as a
waiver thereof,  nor will any single or partial exercise or any right,  power or
privilege  hereunder  preclude other or further exercise thereof or the exercise
of any other right,  power or  privilege.  The  warranties,  covenants and other
obligations  of the Borrower  (and rights and remedies of the Bank) in this Note
and all related  documents are intended to be cumulative and to supplement  each
other.

         20.  Expenses  and  Attorneys'  Fees.  Upon demand,  the Borrower  will
immediately   reimburse  the  Bank  and  any   participant  in  the  Obligations
("Participant")   for  all  attorneys'  fees  and  all  other  costs,  fees  and
out-of-pocket   disbursements  incurred  by  the  Bank  or  any  Participant  in
connection with the preparation,  execution, delivery,  administration,  defense
and  enforcement  of this Note or any of the  other  Loan  Documents,  including
attorneys'  fees and all  other  costs  and fees (a)  incurred  before  or after
commencement  of litigation or at trial,  on appeal or in any other  proceeding,
(b)  incurred  in any  bankruptcy  proceeding  and (c) related to any waivers or
amendments with respect thereto  (examples of costs and fees include but are not
limited to fees and costs for: filing,  perfecting or confirming the priority of
the Bank's lien, title searches or insurance,  appraisals,  environmental audits
and other reviews  related to the  Borrower,  any  collateral  or the loans,  if
requested  by the  Bank).  The  Borrower  will also  reimburse  the Bank and any
Participant for all costs of collection before and after judgment, and the costs
of preservation and/or liquidation of any collateral.

         21. Applicable Law and Jurisdiction;  Interpretation;  Joint Liability;
Severability.  This Note and all other Loan  Documents  shall be governed by and
interpreted in accordance with the internal laws of the State of Utah, except to
the extent  superseded  by Federal  law.  THE  BORROWER  HEREBY  CONSENTS TO THE
EXCLUSIVE  JURISDICTION  OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY OR
FEDERAL  JURISDICTION  OF THE BANK'S BRANCH WHERE THE LOAN WAS  ORIGINATED,  AND
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,  WITH REGARD TO ANY ACTIONS,
CLAIMS DISPUTES OR PROCEEDINGS RELATING TO THIS NOTE, THE COLLATERAL,  ANY OTHER
LOAN DOCUMENT,  OR ANY TRANSACTIONS  ARISING  THEREFROM,  OR ENFORCEMENT  AND/OR
INTERPRETATION  OF ANY OF THE FOREGOING.  Nothing herein shall affect the Bank's
rights to serve  process in any  manner  permitted  by law,  or limit the Bank's
right to bring  proceedings  against the Borrower in the competent courts of any
other jurisdiction or jurisdictions. This Note, the other Loan Documents and any
amendments  hereto  (regardless of when  executed) will be deemed  effective and
accepted  only upon the Bank's  receipt of the executed  originals  thereof.  If
there is more than one Borrower,  the liability of the Borrowers  shall be joint
and several,  and the  reference to  "Borrower"  shall be deemed to refer to all
Borrowers.  Invalidity  of any  provision  of this  Note  shall not  affect  the
validity of any other provision.

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         22.  Successors.  The rights,  options,  powers and remedies granted in
this Note and the other Loan  Documents  shall be binding  upon the Borrower and
the Bank and their  respective  successors  and assigns,  and shall inure to the
benefit of the Borrower and the Bank and the successors and assigns of the Bank,
including  without  limitation  any  purchaser  of any or all of the  rights and
obligations  of the Bank  under  the  Note and the  other  Loan  Documents.  The
Borrower may not assign its rights or  obligations  under this Note or any other
Loan Documents without the prior written consent of the Bank.

         23. Disclosure.  The Bank may, in connection with any sale or potential
sale of all or any interest in the Note and other Loan  Documents,  disclose any
financial information the Bank may have concerning the Borrower to any purchaser
or potential purchaser.

From time to time, the Bank may, in its discretion and without obligation to the
Borrower, any Guarantor or any other third party, disclose information about the
Borrower and this loan to any Guarantor,  surety or other  accommodation  party.
This provision  does not obligate the Bank to supply any  information or release
the Borrower from its obligation to provide such  information,  and the Borrower
agrees to keep all Guarantors,  sureties or other accommodation  parties advised
of its  financial  condition  and other  matters  which may be relevant to their
obligations to the Bank.

         24.  Copies,  Entire  Agreement;   Modification.  The  Borrower  hereby
acknowledges  the  receipt of a copy of this Note and all other Loan  Documents.
This Note is a  "transferable  record" as defined in applicable  law relating to
electronic  transactions.  Therefore,  the holder of this Note may, on behalf of
Borrower,  create a microfilm or optical disk or other  electronic image of this
Note that is an  authoritative  copy as defined in such law.  The holder of this
Note may store the  authoritative  copy of such note in its electronic  form and
then  destroy  the  paper  original  as part  of the  holder's  normal  business
practices.  The  holder,  on its own  behalf,  may  control  and  transfer  such
authoritative copy as permitted by such law.

IMPORTANT:  READ  BEFORE  SIGNING.  THE TERMS OF THIS  AGREEMENT  SHOULD BE READ
CAREFULLY  BECAUSE  ONLY THOSE TERMS IN WRITING,  EXPRESSING  CONSIDERATION  AND
SIGNED BY THE  PARTIES ARE  ENFORCEABLE.  NO OTHER  TERMS OR ORAL  PROMISES  NOT
CONTAINED  IN THIS WRTTEN  CONTRACT  MAY BE LEGALL  ENFORCED.  THE TERMS OF THIS
AGREEMENT MAY ONLY BE CHANGED BY ANOTHER  WRITTEN  AGREEMENT.  THIS NOTICE SHALL
ALSO BE  EFFECTIVE  WITH RESPECT TO ALL OTHER  CREDIT  AGREEMENTS  NOW IN EFFECT
BETWEEN BORROWER AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW
IN EFFECT BETWEEN  BORROWER AND THE BANK, WHICH OCCURS AFTER RECEIPT BY BORROWER
OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT.  ORAL OR IMPLIED
MODIFICATIONS  TO SUCH CREDIT  AGREEMENTS ARE NOT  ENFORCEABLE AND SHOULD NOT BE
RELIED UPON.

         25. Waiver of Jury Trial. TO THE EXTENT  PERMITTED BY LAW, THE BORROWER
AND THE BANK HEREBY  JOINTLY AND  SEVERALLY  WAIVE ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION OR  PROCEEDING  RELATING  TO ANY OF THE LOAN  DOCUMENTS,  THE
OBLIGATIONS  THEREUNDER,  ANY  COLLATERAL  SECURING  THE  OBLIGATIONS,   OR  ANY
TRANSACTION  ARISING THEREFROM OR CONNECTED  THERETO.  THE BORROWER AND THE BANK
EACH  REPRESENT  TO THE OTHER  THAT  THIS  WAIVER IS  KNOWINGLY,  WILLINGLY  AND
VOLUNTARILY GIVEN.

         26.   Attachments.   All  documents  attached  hereto,   including  any
appendices,  schedules, riders, and exhibits to this Stand-Alone Revolving Note,
are hereby expressly incorporated by reference.



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(Individual Borrower)                 Arkona, Inc
                                      ------------------------------------------
                                      Borrower Name (Organization)

                                      a Delaware Corporation
------------------------------------    ----------------------------------------


Borrower Name              N/A        By       /s/ Alan Rudd
              ----------------------     ---------------------------------------


                                      Name and Title Alan Rudd, Chairman and CEO
------------------------------------                 ---------------------------


Borrower Name              N/A        By
              ----------------------     ---------------------------------------
                                             Name and Title

Borrower Address:
10757 S. River Front Parkway, Suite 400
South Jordan, UT  84095

Borrower Telephone No.: 801-501-7710


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