Material Contract - Employment Agreement of William Dunlavy,
                        Executive Vice President and CFO



         o        Mr. Dunlavy's Employment Agreement is recapped as follows:

         o        William Dunlavy will be the Executive Vice President and CFO
                  of Park City Group with a base salary of $225,000 per year.

         o        Mr. Dunlavy will receive each year, a bonus payable in cash
                  and stock,(half and half) based on Year-Over-Year Fiscal Sales
                  Growth where the minimum sales growth necessary to achieve a
                  bonus is twenty-five (25)percent. In addition, profitability,
                  measured by EBITDA must increase by at least the same rate as
                  sales.

         o        For over the 25% growth in sales and so long as the
                  profitability

         o        measure is at least the same as the sales growth, the bonus
                  will be that growth in sales times the base salary.

         o        Mr. Dunlavy may purchase stock in a formula where for each
                  share which o is paid in cash in the first year of employment,
                  he will be given three o options for shares at the same price
                  as the purchased stock.

         o        Mr. Dunlavy will be eligible to receive the benefits and
                  options and any other offering made to the senior management
                  team.

This agreement does not supersede Mr. Dunlavy's agreement that entitles him to
5% of Fresh Market Manager LLC.