[Certain  portions of this exhibit  have been omitted  pursuant to Rule
         24b-2 and are subject to a confidential  treatment  request.  Copies of
         this  exhibit  containing  the  omitted  information  have  been  filed
         separately  with the  Securities and Exchange  Commission.  The omitted
         portions of this document are marked with a ***.]


                            PATENT PURCHASE AGREEMENT

         This PATENT PURCHASE  AGREEMENT  ("Agreement") is entered into on April
16,  2004  ("Effective  Date")  by  and  between  ***  with  an  office  at  ***
("Purchaser"),  and Arkona,  Inc. with an office at 10542 South Jordan  Gateway,
Suite 200,  South Jordan,  Utah 84095  ("Seller").  The parties  hereby agree as
follows.

1.       BACKGROUND

1.1      Seller owns certain United States Letters  Patents and/or  applications
         for United States Letters  Patents and/or related  foreign  patents and
         applications.

1.2      Seller wishes to sell its right, title and interest in such patents and
         applications to Purchaser.

1.3      Purchaser wishes to purchase such patents and applications.

2.       DEFINITIONS

2.1      "Assignment Agreements" means the agreements assigning ownership of the
         Patents from the inventors and/or prior owners to Seller.

2.2      "List  of  Prosecution  Counsel"  means  the  names  and  addresses  of
         prosecution  counsel who  prosecuted  the Patents and who are currently
         handling the Patents.

2.3      "Patents"  means  those  patents and  applications  listed in Exhibit A
         hereto, and all reissues,  reexaminations,  extensions,  continuations,
         continuations  in  part,  continuing  prosecution   applications,   and
         divisions  of  such  patents  and  applications;   provisional   patent
         applications that are or will be continuations or continuations in part
         of such patents and  applications;  and foreign  counterparts to any of
         the foregoing including without limitation utility models.

3.       DELIVERY AND PAYMENT

3.1      Delivery.  Within ten (10) days  following the Effective  Date,  Seller
         shall deliver to Purchaser an executed copy of the Assignment of Patent
         Rights in  Exhibit B hereto,  the  Assignment  Agreements,  the List of
         Prosecution  Counsel,  and all files and  original  documents  owned or
         controlled by Seller  (including  without  limitation  Letters Patents)
         relating to the Patents including,  without limitation, all prosecution
         files for pending patent applications  included in the Patents, and its
         own files relating to the issued Patents.
<PAGE>

3.2      Payment.  Within ten (10) days following Seller's delivery to Purchaser
         of the items listed in Section 3.1,  Purchaser  shall pay to Seller the
         amount of One Hundred Thousand dollars ($100,000.00).

4.       TRANSFER OF PATENTS

4.1      Patent Assignment.  Seller hereby sells, assigns, transfers and conveys
         to Purchaser all right, title and interest it has in and to the Patents
         and all inventions and discoveries described therein, including without
         limitation,  all rights of Seller under the Assignment Agreements,  and
         all rights of Seller to collect royalties under such Patents.

4.2      Assignment of Causes of Action. Seller hereby sells, assigns, transfers
         and conveys to Purchaser all right, title and interest it has in and to
         all causes of action and enforcement rights, whether currently pending,
         filed, or otherwise, for the Patents and all inventions and discoveries
         described  therein,  including without  limitation all rights to pursue
         damages,  injunctive  relief and other  remedies for past,  current and
         future infringement of the Patents.

5.       ADDITIONAL OBLIGATIONS

5.1      Further  Cooperation.  At the reasonable  request of Purchaser,  Seller
         shall  execute and deliver  such other  instruments  and do and perform
         such  other  acts and  things  as may be  necessary  or  desirable  for
         effecting completely the consummation of the transactions  contemplated
         hereby,  including without  limitation  execution,  acknowledgment  and
         recordation of other such papers,  and using best efforts to obtain the
         same from the respective inventors, as necessary or desirable for fully
         perfecting and conveying unto Purchaser the benefit of the transactions
         contemplated hereby.

5.2      Payment of Fees. Seller shall pay any maintenance fees, annuities,  and
         the like due on the Patents for a period of thirty (30) days  following
         the Effective Date.

6.       REPRESENTATIONS AND WARRANTIES


         Except as specifically described on Exhibit C to this Agreement, Seller
hereby represents and warrants to Purchaser as follows:

6.1      Authority.  Seller  has the  right  and  authority  to enter  into this
         Agreement and to carry out its obligations hereunder.

6.2      Title and Contest. Seller has good and marketable title to the Patents,
         including  without  limitation all rights,  title,  and interest in the
         Patents to sue for infringement thereof. The Patents are free and clear
         of all liens, mortgages, security interests or other encumbrances,  and
         restrictions on transfer. There are no actions, suits,  investigations,
         claims or proceedings  threatened,  pending or in progress  relating in
         any way to the Patents.  There are no existing  contracts,  agreements,
         options,  commitments,  proposals, bids, offers, or rights with, to, or
         in any person to acquire any of the Patents.

6.3      Existing  Licenses.  No rights or licenses  have been granted under the
         Patents.

                                      -2-
<PAGE>

6.4      Restrictions  on Rights.  Purchaser will not be subject to any covenant
         not to sue or similar  restrictions  on its enforcement or enjoyment of
         the  Patents  as a  result  of the  transaction  contemplated  in  this
         Agreement, or any prior transaction related to the Patents.

6.5      Conduct.  None of  Seller or its  representatives  has  engaged  in any
         conduct,  or omitted to perform any necessary  act, the result of which
         would  invalidate  any of the  Patents  or  hinder  their  enforcement,
         including but not limited to misrepresenting  Seller's patent rights to
         a standard-setting organization.

6.6      Enforcement.  Seller  has not put a third  party on notice of actual or
         potential  infringement of any of the Patents or considered enforcement
         action(s) with respect to any of the Patents.

6.7      Patent  Office  Proceedings.  None  of the  Patents  have  been  or are
         currently   involved  in  any  reexamination,   reissue,   interference
         proceeding,  or any similar proceeding and that no such proceedings are
         pending or threatened.

6.8      Fees. All maintenance fees, annuities,  and the like due on the Patents
         have been timely paid.


6.9      Consents.  Seller has  obtained  all third party  consents,  approvals,
         and/or other authorizations required to make the assignments of Section
         4.

6.10     Validity and Enforceability.  The Patents have never been found invalid
         or  unenforceable  for any reason in any  administrative,  arbitration,
         judicial or other proceeding, and Seller has not received any notice or
         information of any kind from any source suggesting that the Patents may
         be invalid or unenforceable.

7.       MISCELLANEOUS

7.1      License Grant Back.  Purchaser  hereby grants to Seller a royalty-free,
         fully paid-up, irrevocable,  non-transferable,  non-exclusive worldwide
         license to make, have made, use, sell, offer to sell, import and export
         any product or process (or use  thereof)  that is covered by or claimed
         or embodied in any of the Patents.

7.2      Limitation on Consequential  Damages.  NEITHER PARTY SHALL BE LIABLE TO
         THE  OTHER  FOR  LOSS OF  PROFITS,  OR ANY  SPECIAL,  CONSEQUENTIAL  OR
         INCIDENTAL DAMAGES,  HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY
         OF SUCH  DAMAGE.  THE PARTIES  ACKNOWLEDGE  THAT THESE  LIMITATIONS  ON
         POTENTIAL   LIABILITIES   WERE  AN   ESSENTIAL   ELEMENT   IN   SETTING
         CONSIDERATION UNDER THIS AGREEMENT.

7.3      Limitation  of  Liability.  EXCEPT IN THE CASE OF FRAUD,  EACH  PARTY'S
         TOTAL  LIABILITY  UNDER  THIS  AGREEMENT  SHALL BE LIMITED TO THE SALES
         PRICE  OF ONE  HUNDRED  THOUSAND  DOLLARS  ($100,000.00).  THE  PARTIES
         ACKNOWLEDGE  THAT THESE  LIMITATIONS ON POTENTIAL  LIABILITIES  WERE AN
         ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

                                      -3-
<PAGE>

7.4      Compliance  with  Laws.  Notwithstanding  anything  contained  in  this
         Agreement to the  contrary,  the  obligations  of the parties  shall be
         subject to all laws,  present  and  future,  of any  government  having
         jurisdiction  over the  parties  and this  transaction,  and to orders,
         regulations, directions or requests of any such government.

7.5      Confidentiality  of Terms.  The parties  hereto shall keep the terms of
         this Agreement  confidential and shall not now or hereafter divulge any
         of this  information  to any  third  party  except:  (a) with the prior
         written consent of the other party; (b) as otherwise may be required by
         law or legal  process,  including in  confidence to legal and financial
         advisors in their  capacity of  advising a party in such  matters;  (c)
         during the course of litigation as long as the disclosure of such terms
         and conditions  are  restricted in the same manner as the  confidential
         information of other  litigating  parties;  or (d) in confidence to its
         legal  counsel,  accountants,  banks and  financing  sources  and their
         advisors   solely  in  connection   with   complying   with   financial
         transactions;  provided that, in (b) through (d) above,  the disclosing
         party shall use all  legitimate  and legal means  available to minimize
         disclosure to third parties,  including  without  limitation  seeking a
         confidential treatment request or protective order whenever appropriate
         or  available;  and (ii) the  disclosing  party shall provide the other
         party  with  at  least  ten  (10)  days  prior  written  notice  of the
         disclosure.

7.6      Governing  Law. Any claim arising  under or relating to this  Agreement
         shall be  governed  by the  internal  substantive  laws of the State of
         Delaware without regard to principles of conflict of laws.

7.7      Jurisdiction. Each party hereby agrees to jurisdiction and venue in the
         courts of the State of Utah or the Federal courts  sitting  therein for
         all  disputes  and  litigation   arising  under  or  relating  to  this
         Agreement.

7.8      Entire Agreement. The terms and conditions of this Agreement, including
         its exhibits, constitutes the entire agreement between the parties with
         respect to the subject  matter  hereof,  and merges and  supersedes all
         prior and contemporaneous agreements, understandings,  negotiations and
         discussions.  Neither of the parties shall be bound by any  conditions,
         definitions,   warranties,   understandings,  or  representations  with
         respect to the subject  matter hereof other than as expressly  provided
         herein.  The  section  headings  contained  in this  Agreement  are for
         reference  purposes only and shall not affect in any way the meaning or
         interpretation   of  this  Agreement.   No  oral  explanation  or  oral
         information   by  either  party  hereto  shall  alter  the  meaning  or
         interpretation of this Agreement.  No amendments or modifications shall
         be effective  unless in a writing signed by authorized  representatives
         of  both   parties.   These   terms   and   conditions   will   prevail
         notwithstanding  any  different,  conflicting  or additional  terms and
         conditions  which may appear on any purchase order,  acknowledgment  or
         other  writing not expressly  incorporated  into this  Agreement.  This
         Agreement  may be  executed  in two  (2) or more  counterparts,  all of
         which,  taken  together,   shall  be  regarded  as  one  and  the  same
         instrument. The following exhibits are attached hereto and incorporated
         herein: Exhibit A (entitled "Patent Rights to be Assigned");  Exhibit B
         (entitled  "Assignment  of Patent  Rights")  and  Exhibit  C  (entitled
         "Exceptions to Seller's Representations".

                                      -4-
<PAGE>

7.9      Notices:  All notices required or permitted to be given hereunder shall
         be in writing,  shall make  reference to this  Agreement,  and shall be
         delivered  by  hand,  or  dispatched  by  prepaid  air  courier  or  by
         registered or certified airmail, postage prepaid, addressed as follows:

         If to Seller                                       If to Purchaser
         Arkona, Inc.                                       ***
         10542 South Jordan Gateway, Suite 200
         South Jordan, Utah  84095
         Attn: Alan Rudd

         Such notices  shall be deemed  served when received by addressee or, if
         delivery is not  accomplished by reason of some fault of the addressee,
         when tendered for delivery.  Either party may give written  notice of a
         change of address and,  after notice of such change has been  received,
         any notice or request  shall  thereafter be given to such party at such
         changed address.

7.10     Relationship   of   Parties.   The  parties   hereto  are   independent
         contractors.  Neither  party  has  any  express  or  implied  right  or
         authority to assume or create any obligations on behalf of the other or
         to bind the other to any contract,  agreement or  undertaking  with any
         third party.  Nothing in this Agreement  shall be construed to create a
         partnership,  joint venture,  employment or agency relationship between
         Seller and Purchaser.

7.11     Equitable   Relief.   Seller   agrees  that  damages   alone  would  be
         insufficient  to compensate  Purchaser for a breach of this  Agreement,
         acknowledges  that  irreparable harm would result from a breach of this
         Agreement,  and  consents to the  entering  of an order for  injunctive
         relief to prevent a breach or further  breach,  and the  entering of an
         order for specific performance to compel performance of any obligations
         under this Agreement.

7.12     Severability. The terms and conditions stated herein are declared to be
         severable.  If any  paragraph,  provision,  or clause in this Agreement
         shall  be  found  or be  held to be  invalid  or  unenforceable  in any
         jurisdiction in which this Agreement is being performed,  the remainder
         of this Agreement  shall be valid and enforceable and the parties shall
         use  good  faith to  negotiate  a  substitute,  valid  and  enforceable
         provision  which most nearly  effects the  parties'  intent in entering
         into this Agreement.

7.13     Waiver.  Failure by either party to enforce any term of this  Agreement
         shall not be deemed a waiver of future enforcement of that or any other
         term in this  Agreement  or any  other  agreement  that may be in place
         between the parties.

7.14     Assignment.  The terms and conditions of this Agreement  shall inure to
         the  benefit of  Purchaser,  its  successors,  assigns  and other legal
         representatives,  and shall be  binding  upon  Seller,  its  successor,
         assigns and other legal representatives.

                                      -5-
<PAGE>



         In witness  whereof,  the parties have  executed  this Patent  Purchase
Agreement as of the Effective Date:


***                                 Arkona, Inc.
Purchaser                           Seller

                                    /s/ Alan Rudd
                                    -------------------------------
Signature                           Signature

                                    Alan Rudd
                                    -------------------------------
Printed Name                        Printed Name

                                    Chief Executive Officer
                                    -------------------------------
Title                               Title

                                    June  2004
                                    -------------------------------
Date                                Date

<PAGE>
<TABLE>
<CAPTION>



                                                                                                          Exhibit A

                          Patent Rights To Be Assigned
------------------------- ------------- ---------------------- --------------------------------------------------------

 Patent or Application
          No.               Country          Filing Date                        Title and Inventor(s)
------------------------- ------------- ---------------------- --------------------------------------------------------
<S>    <C>                <C>           <C>                    <C>
       5,999,947              U.S.      May 27, 1997           DISTRIBUTING DATABASE DIFFERENCES CORRESPONDING TO
                                                               DATABASE CHANGE EVENTS MADE TO A DATABASE TABLE
                                                               LOCATED ON A SERVER COMPUTER
                                                               Inventors: John M. Zollinger, Salt Lake City, Utah;
                                                               Johnathan Devine, San Francisco, Calif.
------------------------- ------------- ---------------------- --------------------------------------------------------
       6,321,236              U.S.      August 3, 1999         DISTRIBUTING DATABASE DIFFERENCES CORRESPONDING TO
                                                               DATABASE CHANGE EVENTS MADE TO A DATABASE TABLE
                                                               LOCATED ON A SERVER COMPUTER
                                                               Inventors: John M. Zollinger, Salt Lake City, Utah;
                                                               Johnathan Devine, San Francisco, Calif.
------------------------- ------------- ---------------------- --------------------------------------------------------
</TABLE>



<PAGE>



                                                                       Exhibit B


                           ASSIGNMENT OF PATENT RIGHTS

For  good  and   valuable   consideration,   the  receipt  of  which  is  hereby
acknowledged,  Arkona, Inc. having offices at 10542 South Jordan Gateway,  Suite
200, South Jordan, Utah 84095 ("Assignor"),  does hereby sell, assign,  transfer
and convey unto ***  ("Assignee")  or its  designees,  all of Assignor's  right,
title and interest in and to the patent  applications  and patents listed below,
any patents,  registrations, or certificates of inventions issuing on any patent
applications listed below, the inventions disclosed in any of the foregoing, any
and  all  counterpart   United  States,   international   and  foreign  patents,
applications  and  certificates of inventions based upon or covering any portion
of the  foregoing,  and all reissues,  re-examinations,  divisionals,  renewals,
extensions, provisionals,  continuations and continuations in-part of any of the
foregoing (collectively "Patent Rights"):
<TABLE>
<CAPTION>
------------------------- ------------- ---------------------- --------------------------------------------------------
 Patent or Application
          No.               Country          Filing Date                        Title and Inventor(s)
------------------------- ------------- ---------------------- --------------------------------------------------------
<S>    <C>                 <C>          <C>                    <C>
       5,999,947              U.S.      May 27, 1997           DISTRIBUTING DATABASE DIFFERENCES CORRESPONDING TO
                                                               DATABASE CHANGE EVENTS MADE TO A DATABASE TABLE
                                                               LOCATED ON A SERVER COMPUTER
                                                               Inventors: John M. Zollinger, Salt Lake City, Utah;
                                                               Johnathan Devine, San Francisco, Calif.
------------------------- ------------- ---------------------- --------------------------------------------------------
       6,321,236              U.S.      August 3, 1999         DISTRIBUTING DATABASE DIFFERENCES CORRESPONDING TO
                                                               DATABASE CHANGE EVENTS MADE TO A DATABASE TABLE
                                                               LOCATED ON A SERVER COMPUTER
                                                               Inventors: John M. Zollinger, Salt Lake City, Utah;
                                                               Johnathan Devine, San Francisco, Calif.
------------------------- ------------- ---------------------- --------------------------------------------------------
</TABLE>

Assignor  represents,  warrants and covenants that, to its knowledge:  (i) it is
the sole  owner and  assignee  and holder of record  title to the Patent  Rights
identified above, (ii) it has obtained and properly recorded previously executed
assignments  for  all  patent  applications  and  patents  identified  above  as
necessary  to fully  perfect  its rights and title  therein in  accordance  with
governing law and regulations in each respective jurisdiction,  and (iii) it has
full  power  and  authority  to make  the  present  assignment.  Assignor  shall
indemnify and hold harmless Assignee for any breach of the foregoing.

Assignor  further  agrees to and hereby does sell,  assign,  transfer and convey
unto Assignee all of its rights:  (i) in and to causes of action and enforcement
rights for the Patent Rights including all rights to pursue damages,  injunctive
relief and other remedies for past and future infringement of the Patent Rights,
and (ii) to apply in any or all countries of the world for patents, certificates
of  invention  or other  governmental  grants for the Patent  Rights,  including
without  limitation  under the Paris Convention for the Protection of Industrial
Property,  the International Patent Cooperation Treaty, or any other convention,
treaty,  agreement  or  understanding.   Assignor  also  hereby  authorizes  the
respective  patent office or governmental  agency in each  jurisdiction to issue
any and all patents or  certificates  of invention which may be granted upon any
of the Patent  Rights in the name of  Assignee,  as the  assignee  to the entire
interest  therein.

Assignor will, at the reasonable  request of Assignee and without  demanding any
further consideration  therefor, do all things necessary,  proper, or advisable,
including without  limitation the execution,  acknowledgment  and recordation of



<PAGE>

specific   assignments,   oaths,   declarations   and  other   documents   on  a
country-by-country   basis,  to  assist   Assignee  in  obtaining,   perfecting,
sustaining,  and/or  enforcing the Patent Rights.  Such assistance shall include
providing,  and obtaining from the respective  inventors,  prompt  production of
pertinent  facts and  documents,  giving of  testimony,  execution of petitions,
oaths,  powers of  attorney,  specifications,  declarations  or other papers and
other assistance reasonably necessary for filing patent applications,  complying
with any duty of disclosure, and conducting prosecution, reexamination, reissue,
interference or other priority proceedings, opposition proceedings, cancellation
proceedings, public use proceedings, infringement or other court actions and the
like with respect to the Patent Rights.

The terms and  conditions  of this  Assignment  shall  inure to the  benefit  of
Assignee, its successors, assigns and other legal representatives,  and shall be
binding upon Assignor, its successor, assigns and other legal representatives.

IN WITNESS  WHEREOF  this  Assignment  of Patent  Rights is  executed at on June
[illegible], 2004.
ASSIGNOR

By:      /s/ Alan Rudd
         --------------------------------------------
Name:    Alan Rudd
         --------------------------------------------
Title:   Chief Executive Officer
         --------------------------------------------
(Signature MUST be notarized)

                                      -2-
<PAGE>



                                                                   Exhibit C


                     Exceptions to Seller's Representations