EXHIBIT 2.6


                                 PROMISSORY NOTE

                              Dated January 1, 2001

                                     Between

                              Park City Group, Inc.

                                       And

                            Riverview Financial Corp.

                                   $2,150,000



                                 PROMISSORY NOTE

         The  undersigned,  for value  received,  promises  to pay to  Riverview
Financial  Corp., a California  corporation,  or to order, at its offices at 333
Main Street,  Park City,  Utah 84060 or at such other place as the holder hereof
may designate in writing,  the sum of Two Million One Hundred Fifty Thousand and
No/100  Dollars  ($2,150,000)  together with  interest  thereon at a rate of Ten
Percent (10%) per annum from January 1, 2001.  This  promissory  note along with
accrued  interest  shall be due and payable in full on December 31,  2002.  This
promissory note replaces in part the promissory note dated December 31, 1999.

         The  principal  balance  and any  accrued  interest on this note may be
prepaid in whole or in part at any time, without penalty, together with interest
to the date of prepayment.

         In event of any failure to pay the principal hereof plus interest,  the
undersigned, jointly and severally, agree to pay to the holder hereof reasonable
attorney's fees,  legal expenses and lawful  collection costs in addition to all
other sums due hereunder.

         The undersigned waives presentment, demand, protest, notice of protest,
notice of dishonor and notice of nonpayment.


         Dated: January 1, 2001                   Park City Group, Inc.
                                                  a Delaware Corporation


                                                  By:________________________

                                                  Name: Narayan Krishnan
                                                  Title: Chief Financial Officer
                                                  Address: 333 Main Street
                                                           Park City, Utah 84060