8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 22, 2008

Commission File Number 000-03718

PARK CITY GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	37-1454128
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3160 Pinebrook Road; Park City, Utah 84098

(Address of principal executive offices)

(435) 645-2000

(Registrant's telephone number)

-------------------------------------------------------------

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement;

Park City Group, Inc. (“PCG”) has secured a $3.0 million line of credit facility with US Bank as part of the previously announced acquisition of Prescient Applied Intelligence.  It is a revolving line of credit bearing interest at the rate of 7.26% per annum and is secured by PCG’s accounts receivable, a guarantee by PCG’s president, Randall K. Fields and a pledge of certain deposit accounts owned or controlled by Mr. Fields.  The purchase transaction and the merger transaction are described in a Form 8-K filed by the Registrant on September 3, 2008 and a Schedule 13D filed by the Registrant on September 15, 2008.

Copies of the Revolving Credit Agreement, Promissory Note and Security Agreement are attached.

Item 9.01  Financial Statement and Exhibits

(a)   Not Applicable

(b)   Not Applicable

(c)   Not Applicable

(d)   Exhibits

Exhibits	Description
10.1	Revolving Credit Agreement
10.2	Promissory Note
10.3	Security Agreement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  December 2, 2008      PARK CITY GROUP, INC.

         By: /s/ John Merrill

                CFO

EX-10.1

Exhibit 10.1

U.S. BANK NATIONAL ASSOCIATION,

Lender

and

PARK CITY GROUP, INC.,

Borrower

REVOLVING CREDIT AGREEMENT

November 24, 2008

Table of Contents

ARTICLE I DEFINITIONS

ARTICLE II AMOUNT AND TERMS OF LOAN

2.1 Revolving Loan 

2.2 Use of Loan Proceeds 

2.3 Initial Funding of Loan 

2.4 Funding in Advance of Completion of Merger Transaction 

2.5 Completion of Merger Transaction 

2.6 Credit Limit 

2.7 Notice and Manner of Borrowing 

2.8 Interest Accruals and Payments 

2.9	Note
2.10	Security
2.11	Termination of Loan
2.12	Late Fee Charges
2.13	Additional Advances

ARTICLE III CONDITIONS PRECEDENT

3.1 Conditions Precedent to Initial Advance 

3.2 Conditions Precedent to Subsequent Advances 

ARTICLE IV REPRESENTATIONS AND WARRANTIES

4.1 Pending Litigation 

4.2 Title to Collateral 

4.3 Authority of Borrower 

4.4 Taxes and Assessments 

4.5 Financial Statements 

4.6 Operation of Business 

4.7 Labor Disputes and Acts of God 

4.8 Defaults and Violations 

4.9 No Conflicting Agreement 

ARTICLE V COVENANTS

5.1 Maintenance of Existence 

5.2 Maintenance of Records 

5.3 Maintenance of Properties 

5.4 Conduct of Business 

5.5 Compliance with Laws 

5.6 Information 

5.7 Reporting Requirements 

5.8 Fixed Charge Covenant 

ARTICLE VI NEGATIVE COVENANTS

6.1 Distributions 

6.2 Mergers, Etc. 

6.3 Sale of Assets 

6.4 Investments 

6.5 Guaranty, Etc. 

6.6 Transactions with Affiliates 

ARTICLE VII EVENTS OF DEFAULT; REMEDIES

7.1 Events of Default Not Requiring Notice 

7.2 Events of Default Requiring Notice 

7.3 Cross Default 

7.4 Notice 

7.5 Remedies 

7.6 No Remedy Exclusive 

ARTICLE VIII MISCELLANEOUS

8.1 Derivative Rights 

8.2 Amendments 

8.3 Binding Effect 

8.4 Waivers 

8.5 Survival 

8.6 Assignment 

8.7 Notices 

8.8 Severability 

8.9	Actions
8.10	Participation
8.11	No Partnership
8.12	Interpretation
8.13	Governing Law
8.14	Conflicts
8.15	Commissions
8.16	Counterparts
8.17	Attorney Fees
8.18	Jury Waiver
8.19	Final Expression

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 24 day of November , 2008, by and between U.S. BANK NATIONAL ASSOCIATION (“Lender”), and PARK CITY GROUP, INC., a Nevada corporation (“Borrower”).

R E C I T A L S:

 A.Borrower has applied to Lender for a revolving credit facility in the maximum line amount of THREE MILLION DOLLARS ($3,000,000.00).

 B.Lender is willing to make the loan to Borrower upon the terms, covenants and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained in this Agreement, Borrower and Lender mutually agree as follows:

ARTICLE I

DEFINITIONS

Unless the context clearly indicates otherwise, certain terms used in this Agreement shall have the meanings set forth below:  To the extent not defined in this Article I, unless the context otherwise requires, all other terms contained in this Agreement shall have the meanings attributed to them in the Utah enactment of the Uniform Commercial Code, Chapter 9a, Title 70A, Utah Code Annotated (1953), as amended (the “UCC”), to the extent the same are used or defined therein.

“Accounts” shall mean all accounts receivable of Borrower, including proceeds thereof.

“Advances” shall mean all extensions of credit made by Lender to or for the account of Borrower under the terms of this Agreement.

“Affiliate” shall mean an individual or an entity that, directly or indirectly, owns, controls, manages, or that is under common ownership, control or management with, Borrower or the Guarantor.

“Assignments of Deposit Account” shall mean the separate Assignments of Deposit Account, dated the same date as this Agreement, executed by Borrower, Riverview and the Guarantor in favor of Lender, by which each of them assigns to Lender its interests as the owner of one or more deposit accounts established by them with Lender as collateral for the Loan.

“Collateral” shall mean:  (1) the accounts and other items described in Security Agreement, owned by Borrower and that, pursuant to the Security Agreement are pledged to Lender to secure payment of Borrower’s obligations under the Loan; and (2) the deposit accounts and the interest accrued thereon that are pledged to Lender by Borrower, Riverview and the Guarantor under the terms of the Assignments of Deposit Accounts to secure payment of Borrower’s obligations under the Loan.

“Completion of Merger Transaction” shall be deemed to have occurred when all of the following have been completed, to Lender’s satisfaction:  (1) Borrower shall have received approval from the SEC and all other applicable governmental agencies for the completion of the Merger Transaction; (2) the required waiting period imposed by the SEC has expired; (3) the shareholders of Borrower and Prescient have voted in favor of completion of the Merger Transaction; and (4) Borrower has delivered to Lender a time-stamped copy of the signed Articles of Merger filed with the Secretary of State of the State of Delaware giving effect to the Merger Transaction.

“Control Account” shall mean the money market deposit bank control account established in the name of Borrower with Lender into which certain proceeds of the Loan are to be deposited pending Completion of the Merger Transaction.  No funds may be withdrawn from the Control Account without the consent of Lender.

“Credit Limit” shall mean THREE MILLION DOLLARS ($3,000,000.00), the maximum line amount of the Loan that may be outstanding at any time.  During the term of the Loan, the Credit Limit shall reduce, as described in Section 2.1 of this Agreement.

“Default Interest Rate” shall mean a floating rate of interest equal to the rate of interest specified in the Note, plus five percent (5.0%), per annum, calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.

“Event of Default” shall mean the occurrence and continuance of any of the events listed in Section 7.1 and 7.2 of this Agreement.

“Guarantor” shall mean Randall K. Fields.

“Guaranty” shall mean the Guaranty executed by the Guarantor in favor of Lender by which the Guarantor guarantees the payment and performance of all of Borrower’s obligations under the Loan.

“Loan” shall mean the revolving line of credit advanced by Lender to Borrower pursuant to the terms of this Agreement in a maximum line amount equal to the Credit Limit.

“Loan Documents” shall mean the following documents executed in conjunction with and supporting this Agreement:  the Note; the Security Agreement; the Assignments of Deposit Accounts; Uniform Commercial Code Financing Statement; the Guaranty; and any other documents between Lender and Borrower evidencing or securing the Loan.  (All of the Loan Documents are incorporated herein by reference.)

“Maturity Date” shall mean __November 24____, 2010_ (the second anniversary date of this Agreement), the date all amounts evidenced by the Note become due and payable.

“Merger Transaction” shall mean the proposed transaction under which Borrower shall either acquire all of the issued an outstanding shares of stock of Prescient, or become the surviving entity in a merger of Borrower and Prescient.

“Note” shall mean the Promissory Note (Revolving Line of Credit), dated the same date as this Agreement, in the maximum principal amount of the Loan, executed by Borrower, as maker, and payable to the order of Lender, as payee.

“Prescient” shall mean Prescient Applied Intelligence, Inc., a Delaware corporation.

“Principal Indebtedness” shall mean, at any given point in time during the term of this Agreement, the aggregate outstanding principal balance of the Note, together with all additional advances made by Lender with respect to the Loan (whether pursuant to this Agreement or any of the Loan Documents), if any, and all additional payments provided for in the Loan Documents.

“Riverview” shall mean Riverview Financial Corp., a Utah corporation, which is under common control and management with Borrower.

“Riverview Loan” shall mean the loan in the original principal amount of ONE MILLION DOLLARS ($1,000,000.00) granted by Lender to Riverview.

“SEC” shall mean the Securities and Exchange Commission.

“Security Agreement” shall mean the Security Agreement, dated the same date as this Agreement, executed by Borrower, as debtor, in favor of Lender, as secured party, pursuant to which Borrower grants to Lender a security interest in the Accounts and the other collateral described in the Security Agreement, as security for the payment of the Loan.

“Termination Date” shall mean _November 24__, 2010__ (the second anniversary date of this Agreement), the date Lender’s obligations to fund Advances under this Agreement lapses.

ARTICLE II

AMOUNT AND TERMS OF LOAN

2.1Revolving Loan.  Lender, upon the terms, covenants and conditions set forth in this Agreement, shall extend to Borrower a revolving credit facility up to the maximum principal amount of the Credit Limit.  Each Advance shall be added to the outstanding Principal Indebtedness of the Loan.  At no time may the aggregate outstanding Principal Indebtedness of the Loan exceed the Credit Limit.  Borrower may draw on and utilize the available Credit Limit during the period from the date of this Agreement up to, but not including, the Termination Date.  Lender shall have no obligation to fund any Advance which, when added to the outstanding Principal Indebtedness of the Loan on the date of such request, would cause such outstanding Principal Indebtedness to exceed the total Credit Limit, or which is made on or after the Termination Date.  The Credit Limit shall be reduced as the principal balance of the Loan is repaid and Borrower, or the Guarantor, obtains a release of certain of the Collateral.  For example, if the Credit Limit were $3,000,000.00 and Borrower reduced the outstanding principal balance of the Loan to $2,000,000.00, and Borrower and the Guarantor requested the release of the deposit account pledged by the Guarantor to Lender under the Guarantor’s Assignment of Deposit Account (which account is in the minimum amount of $1,000,000.00), the Credit Limit would be reduced by the dollar amount of the Collateral released and the reduced Credit Limit would become $2,000,000.00.

2.2Use of Loan Proceeds.  The proceeds of the Loan shall be used by Borrower as capital for Borrower’s business, including the completion of the Merger Transaction with Prescient.

2.3Initial Funding of Loan.  Concurrently with the execution of this Agreement, Lender shall make available an Advance for the account of Borrower in the amount of up to THREE HUNDRED EIGHTEEN THOUSAND DOLLARS ($318,000.00).

2.4Funding in Advance of Completion of Merger Transaction.  Lender shall make an Advance in the amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) prior to the Completion of Merger Transaction, subject to the following:

(a)SEC Preliminary Approval. Borrower shall have received a “no comment” response from the SEC with respect to the proxy filings regarding the Merger Transaction; and

(b)Control Account.  The proceeds of the Advance are deposited into the Control Account.

2.5Completion of Merger Transaction.  Provided no Event of Default has occurred or is then continuing:

(a)Release of Funds in Control Account.  Prior to the Completion of Merger Transaction, Lender shall release to Borrower funds necessary only for the required purchase of outstanding shares of Prescient stock in the approximate amount of ONE MILLION THREE HUNDRED FIFTY-SIX THOUSAND EIGHT HUNDRED FIFTY-THREE DOLLARS ($1,356,853.00), but in no event greater than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00).

(b)Pay-off of Riverview Loan.  At the Completion of Merger Transaction, Borrower shall retire its debt to Riverview (in the approximate amount of $1,000,000.00 plus accrued interest), and Riverview uses such payment to pay to Lender all amounts owing to Lender under the Riverview Loan in full.

(c)Releases by Lender.  At the Completion of Merger Transaction, once the Riverview Loan is paid in full:  (1) Lender shall permit the remaining funds deposited into the Control Account to be released to Borrower; (2) Lender shall release the security interests in the Accounts and the other collateral granted under the Security Agreement; provided that Riverview and the Guarantor have pledged to Lender, and Lender is holding under the terms of the Assignments of Deposit Account, pledged deposits in the minimum aggregate amount of TWO MILLION EIGHT HUNDRED EIGHTEEN THOUSAND DOLLARS ($2,818,000.00); and (3) Lender shall terminate the Guaranty.

2.6Credit Limit.  Following the Completion of Merger Transaction, at no time shall the Credit Limit exceed the amount of cash collateral held by Lender to secure payment of the Loan.  Borrower may provide additional cash collateral to Lender to increase the Credit Limit, provided that at no time shall the Credit Limit exceed THREE MILLION DOLLARS ($3,000,000.00).

2.7Notice and Manner of Borrowing.  After the initial funding of the Loan, Borrower shall give Lender prior written notice or notice by facsimile (effective upon receipt) of any Advances under this Agreement, specifying the date and amount thereof.  Randy Fields, on behalf of Borrower, may make a request for an Advance under this Agreement.  In the event Lender determines to approve the requested Advance, not later than 5:00 p.m., Park City, Utah time, on the date of such Advance and upon fulfillment of the applicable conditions set forth in Article III, Lender will make such Advance available to Borrower by transferring the amount thereof to Borrower’s account or accounts with Lender designated by Borrower.

2.8Interest Accruals and Payments.  During the term of the Loan, interest shall accrue on the outstanding Principal Indebtedness and Borrower shall make payments to Lender as follows:

(a)Interest Rate.  The outstanding Principal Indebtedness shall bear interest from the date of each Advance at the adjustable rate of interest as described in the Note.

(b)Interest Payment Dates.  Accrued interest, computed in accordance with the foregoing, shall be due and payable on a monthly basis, as described in the Note.

(c)Default Interest Rate.  During any period of time in which an Event of Default has occurred and is continuing, interest shall accrue at the Default Interest Rate.

2.9Note.  All Advances made by Lender pursuant to this Agreement shall be evidenced by, and repaid with interest in accordance with, the Note.  The Note shall be dated the date of this Agreement, shall be payable to the order of Lender and shall mature on the Maturity Date.

2.10Security.  The Loan, as evidenced by the Note, shall be secured by the following:

(a)Security Agreement.  The Note shall be secured by the Security Agreement in form and content satisfactory to Lender.  The Security Agreement shall be executed by Borrower, as debtor, and shall constitute a first position security interest on and against the Accounts and the other collateral described therein.

(b)Assignments of Deposit Account.  The Note shall also be secured by the Assignments of Deposit Account in form and content satisfactory to Lender.  A separate Assignment of Deposit Account shall be executed by Riverview (pledging a deposit account in the minimum amount of $2,335,000.00), and by the Guarantor (pledging a deposit account in the minimum amount of $483,000.00).

(c)Guaranty.  The Note shall be guaranteed by the Guarantor pursuant to the Guaranty, in form and content satisfactory to Lender, executed by the Guarantor in favor of Lender.

(d)Set-off.  As additional security for the payment of Borrower’s obligations to Lender under the Loan (as described in this Agreement and the Loan Documents), Borrower hereby grants to Lender a 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 Borrower now or hereafter in the possession of Lender and the right to refuse to allow withdrawals from any account.  Lender may, at any time upon the occurrence of an Event of Default (notwithstanding any notice requirements or grace/cure periods under this Agreement or any of the Loan Documents) set-off against the obligations of Borrower to Lender whether or not such obligations (including future installments) are then due or have been accelerated, all without any advance or contemporaneous notice or demand of any kind to Borrower, such notice and demand being expressly waived.  Any funds on deposit with Lender held in trust for the benefit of third-parties shall be excluded from the foregoing right of set-off.

(e)Additional Security Agreements.  Borrower shall execute and deliver to Lender such additional security agreements and financing statements with respect to the Collateral, as may reasonably be requested by Lender, all in form and content satisfactory to Lender, as additional security for the Loan.

2.11Termination of Loan.  If the Completion of Merger Transaction does not occur within five (5) days after Lender releases from the Control Account the funds described in Section 2.5(a) above, Lender shall have the right to repay the Loan from the remaining funds held in the Control Account and from the deposit accounts described in the Assignments of Deposit Account, whereupon the Loan shall terminate.

2.12Late Fee Charges.  If any payment required by this Agreement is not paid when due, Borrower shall pay to Lender a late fee charge as specified in the Note.

2.13Additional Advances

.  In the event Lender, in Lender's sole discretion, and pursuant to the provisions of this Agreement, but without obligation, makes additional advances to or for the account of Borrower, the sums so advanced, together with interest thereon at the same rate as provided in the Note, shall be deemed added to the Principal Indebtedness of the Loan on the same terms as set forth in the Note and shall be secured by the Loan Documents.

ARTICLE III

CONDITIONS PRECEDENT

3.1Conditions Precedent to Initial Advance.  Prior to the funding of the initial Advance to Borrower, and as a condition precedent to such Advance, all of the following conditions must be satisfied as determined by Lender, in Lender’s sole discretion:

(a)Authority.  Borrower shall deliver to Lender certified copies of its organizational documents, together with any and all amendments thereto.  Borrower shall also provide Lender with:  (1) a certificate of good standing relating to it issued by its state of origin; and (2) a resolution authorizing it to enter into the transactions contemplated by this Agreement.  Such resolutions shall designate and authorize the individual or individuals executing the Loan Documents in behalf of Borrower to execute and deliver the same.

(b)Loan Documents.  Borrower and the Guarantor shall execute and deliver to Lender each of the Loan Documents requiring their signatures.

(c)Financial Statements.  Borrower and the Guarantor shall deliver to Lender copies of such financial statements and pro forma financial statements concerning Borrower and the Guarantor, in form acceptable to Lender, as Lender may request.

(d)Costs.  Borrower shall reimburse Lender for all costs incurred by Lender to secure the Loan, including, without limitation, closing and filing costs, document preparation fees, and attorney fees.

(e)Merger Transaction.  Borrower shall provide Lender with copies of documentation relating to the Merger Transaction, including, but not limited to, merger agreement, plan of merger, articles of merger, and filings with governmental authorities.

(f)Deposit Accounts.  Borrower, Riverview and the Guarantor shall have established the deposit accounts that are the subject of the Assignments of Deposit Account, which accounts shall have the following minimum balances:  (1) Riverview:  $2,335,000.00, which account shall be funded concurrently with the initial funding of the Loan; and (2) the Guarantor:  $483,000.00, which account shall be funded concurrently with the initial funding of the Loan.

(g)Miscellaneous Items.  Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Loan as may reasonably be requested by Lender or Lender’s counsel.

3.2Conditions Precedent to Subsequent Advances.  The obligation of Lender to make each Advance (including the first Advance following execution of this Agreement) shall be subject to the satisfaction, as of the date of such Advance request, of the following conditions:

(a)Loan Current.  There shall be no material default of any material term, covenant or condition contained in this Agreement, in any of the Loan Documents or in any other promissory note or security agreement executed by Borrower in favor of Lender.

(b)Request for Advance.  Lender shall have received the written request for an Advance in compliance with the requirements of Section 2.7.

(c)Misrepresentation.  There shall be no material misstatement in any material representation or warranty made by Borrower or the Guarantor to Lender in this Agreement, in any Loan Document or in any material information submitted to Lender pursuant to this Agreement or any of the Loan Documents.

(d)No Default.  No Event of Default shall have occurred or be continuing.

(e)Advance Amount.  The amount of the requested Advance(when funded) shall not cause the outstanding balance of the Loan to exceed the then existing Credit Limit.

(f)Collateral.  All Collateral for the Loan (less any releases of Collateral granted by Lender under the terms of this Agreement) shall continue to be encumbered by valid liens and securities in favor of Lender for the full amount of the Loan.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as follows:

4.1Pending Litigation.  Except as disclosed to Lender in writing, there is no action, suit or proceeding pending, including without limitation, condemnation proceedings, or, to the best of Borrower’s knowledge, threatened, against or affecting Borrower, the Guarantor or the Collateral, in any court of law or equity, or before any governmental or quasi-governmental instrumentality, whether federal, state, county or municipal which may result in any material adverse change in the business prospects, profits or condition of Borrower or the Guarantor.

4.2Title to Collateral.  Borrower has or concurrently with the execution of this Agreement shall acquire good and marketable title in and to the Collateral.  The Collateral is, or at closing of the Loan shall become, free and clear of all liens and encumbrances other than the security interests in favor of Lender granted in the Security Agreement and the Assignments of Deposit Account.

4.3Authority of Borrower.  Borrower is a corporation, duly formed, validly existing and in good standing under the laws of the State of Nevada and has qualified to do business in the State of Utah.  Borrower possesses all requisite power and authority to enter into this Agreement, to borrow money as contemplated hereby and to carry out the terms, covenants and conditions of the Loan Documents.  Borrower’s execution, delivery and performance of this Agreement and the Loan Documents have been duly authorized and do not violate the provisions of any of its organizational documents.

4.4Taxes and Assessments.  No taxes, assessments or other governmental charges upon Borrower or any of its assets are delinquent.  The same shall be paid prior to becoming delinquent.  However, Borrower shall have the right to contest the same diligently and in good faith so long as Borrower’s assets do not thereby risk being forfeited by tax sale, foreclosure upon a tax lien or otherwise.

4.5Financial Statements.  Any and all financial statements previously delivered to Lender by Borrower, except as may be disclosed in the notes thereto, accurately represent the financial condition of Borrower and reflect accurately the assets and properties of Borrower.  No material adverse change has occurred in the financial condition of Borrower as reflected in the financial statements since the dates thereof.

4.6Operation of Business.  Borrower possesses all licenses, permits, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct its business substantially as now conducted and as presently proposed to be conducted, and Borrower is not in violation of any valid rights of others with respect to any of the foregoing.

4.7Labor Disputes and Acts of God.  Neither the business nor the properties of Borrower or the Guarantor is affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) materially and adversely affecting such business or properties or the operation of their business.

4.8Defaults and Violations.  Borrower is not in default or in violation with respect to any final judgment, writ, injunction, decree or regulation of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which has jurisdiction over the property of Borrower.

4.9No Conflicting Agreement.  Neither the execution and delivery of any of the Loan Documents by Borrower nor the compliance by Borrower with the terms, covenants and conditions of the Loan Documents will conflict with, or constitute a default under any agreement or other instrument to which Borrower is bound.

ARTICLE V

COVENANTS

So long as the Note remains unpaid, Borrower hereby affirmatively covenants with Lender as follows:

5.1Maintenance of Existence.  Borrower shall preserve and maintain Borrower’s existence and good standing in the jurisdiction of Borrower’s organization, and qualify and remain qualified as a foreign corporation in each jurisdiction where Borrower is doing business or in which such qualification is required.

5.2Maintenance of Records.  Borrower shall keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied, reflecting all financial transactions of Borrower.

5.3Maintenance of Properties.  Borrower shall maintain, keep and preserve all of Borrower’s properties (tangible and intangible) necessary or useful in the proper conduct of Borrower’s business in good working order and condition, ordinary wear and tear excepted.

5.4Conduct of Business.  Borrower shall continue to engage in a business of the same general type as conducted by it on the date of this Agreement.

5.5Compliance with Laws.  Borrower shall comply in all respects with all applicable laws, rules, regulations, and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon Borrower or on Borrower’s assets and property.

5.6Information.  Borrower shall furnish to Lender with reasonable promptness such data and information, financial and otherwise, concerning Borrower and the Guarantor as from time to time may reasonably be requested by Lender for purposes of administering compliance with this Agreement and the Loan Documents.

5.7Reporting Requirements.  Borrower shall furnish to Lender:

(a)Quarterly Financial Statements.  As soon as available and in any event within forty-five (45) days after the end of fiscal quarter, company prepared balance sheets of Borrower as of the end of such period, statements of income of Borrower for the period commencing at the end of the previous fiscal year and ending with the end of such period and a statement of retained earnings for the portion of the fiscal year of Borrower ended with the last day of such period, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the previous fiscal year.  All such reports and information shall be prepared in accordance with generally accepted accounting principles consistently applied and certified by the chief financial officer of Borrower (subject only to year-end adjustments).

(b)Annual Financial Statements.  As soon as available and in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, CPA audited fiscal year-end financial statements of Borrower as follows:  (1) a balance sheet as of the end of such fiscal year; (2) a statement of income and retained earnings for such fiscal year; (3) a statement of change in financial position for such fiscal year; and (4) a statement of retained earnings for such fiscal year.  All such financial statements shall be in reasonable detail, shall state in comparative form the respective figures for the corresponding date and period in the prior fiscal year, and shall be prepared in accordance with generally accepted accounting principles consistently applied and certified by the chief financial officer of Borrower (subject only to year-end adjustments).

(c)Other Report.  On request of Lender and so long as the Security Agreement remains in place, accompanying each request for an Advance, and monthly (within thirty (30) days after the end of each month an accounts receivable aging report relating to the Accounts; and (2) an accounts payable aging report relating to Borrower.

(d)Tax Returns.  Within thirty (30) days after filing and in any event by October 31st of each year, Borrower shall submit to Lender a copy of all federal, state and local tax returns filed by Borrower, together with all schedules and attachments thereto.

(e)Notice of Litigation.  Promptly after the commencement thereof, notice of all actions, suits, and proceedings before any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, affecting Borrower or the Guarantor, which, if determined adversely to them, could have a material adverse effect on the financial condition, assets, properties, or operations of Borrower or the Guarantor.

(f)Notice of Events of Default.  As soon as possible and in any event within twenty (20) business days after Borrower learns or is otherwise notified of the occurrence of an Event of Default, a written notice setting forth the details of the occurrence of such Event of Default and the action which is proposed to be taken by Borrower with respect thereto.

5.8Fixed Charge Covenant.  As of the one-year anniversary of the initial funding of the Loan and thereafter, Borrower shall maintain a fixed charge coverage ratio of no less than 1.15 to 1.00, calculated by the use of generally accepted accounting principles consistently applied and calculated semiannually on a trailing 12-month basis.  The fixed charge coverage ratio shall be calculated by dividing (a) the sum of earnings before interest expense, taxes, depreciation expense and amortization expenses (EBITDA), less cash taxes, less maintenance capital expenditures at 50% of depreciation expense, less cash withdrawals or cash dividends by (b) the sum of current maturing portion of non-subordinated long-term debt and interest expense.

ARTICLE VI

NEGATIVE COVENANTS

So long as the Note remains unpaid, Borrower hereby covenants with Lender as follows:

6.1Distributions.  Borrower shall not: (a) declare or pay any dividends; (b) purchase, redeem, retire or otherwise acquire for value any of Borrower’s shareholder’s interests now or hereafter outstanding; or (c) make any distribution of assets to Borrower’s shareholders as such, whether in cash, assets, membership interests or obligations of Borrower, if as a result of any such dividends, distribution, purchase, redemption, retirement or other transaction, Borrower is not in compliance with the financial covenant stated in Section 5.8 of this Agreement.

6.2Mergers, Etc. Except for the Merger Transaction, Borrower shall not merge or consolidate with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of Borrower’s assets (whether now owned or hereafter acquired), or acquire all or substantially all of the assets or the business of any other entity without Lender’s prior written approval.  In any such circumstance, Borrower shall first have: (a) provided Lender with ninety (90) days prior written notice of such proposed transaction; (b) submitted to Lender a business plan in form and content reasonably satisfactory to Lender with respect to such proposed transaction; and (c) provided Lender with a reasonable opportunity to investigate and approve the creditworthiness of the other party or parties to the proposed transaction.

6.3Sale of Assets.  Borrower shall not, without the prior written consent of Lender, sell, lease, assign, transfer or otherwise dispose of any of Borrower’s now owned or hereafter acquired assets or property, except:  (a) inventory disposed of in the ordinary course of business; (b) the sale or other disposition of assets no longer used or useful in the conduct of Borrower’s business.

6.4Investments.  Borrower shall not, without the prior written consent of Lender, make any loan or advance to any individual or entity, or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in or acquire any interest in any entity not wholly controlled by Borrower.

6.5Guaranty, Etc.  Borrower shall not, without the prior written consent of Lender, assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for obligations of others, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

6.6Transactions with Affiliates.  Borrower shall not enter into any transaction including, without limitation, the purchase, sale or exchange of assets or property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Borrower’s business and upon fair and reasonable terms no less favorable to Borrower than would obtain in a comparable arm’s-length transaction with a third-party.

ARTICLE VII

EVENTS OF DEFAULT; REMEDIES

7.1Events of Default Not Requiring Notice.  The occurrence of any of the following events shall constitute an Event of Default under this Agreement and the Loan Documents without the requirement of notice from Lender to Borrower:

(a)Nonpayment.  The failure of Borrower to pay when due any principal, interest or other charge with respect to the Principal Indebtedness, or the amount of any fee or payment required of Borrower under this Agreement or any of the Loan Documents.

(b)Assignment.  Borrower, without the prior written consent of Lender:  (1) assigns this Agreement or any disbursement or advance to be made hereunder, or any interest therein to any person or entity; (2) applies the proceeds of any disbursement of Loan proceeds in any manner not specified and approved by Lender; or (3) voluntarily or involuntarily conveys, transfers, assigns, mortgages, pledges or encumbers the Collateral in any way other than as provided in this Agreement.

(c)Unauthorized Use of Collateral.  Borrower, prior to repayment of the Loan, and without Lender’s prior written consent, which consent will not be unreasonably withheld or delayed, causes or permits the Collateral to be used for any purpose other than as approved by Lender.

(d)Voluntary Bankruptcy or Insolvency.  The occurrence and continuance of any of the following with respect to Borrower or the Guarantor:  (1) the filing by either of them of a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a receiver or trustee for any of their respective properties; (2) an assignment by either of them for the benefit of creditors or an admission by either of them, in writing, of an inability to pay their respective debts as they become due; or (3) the entry of a judgment of insolvency against either of them by any state or federal court of competent jurisdiction.

(e)Misrepresentation.  Any representation or warranty made by Borrower in connection with an application for the Loan, or in this Agreement or any of the Loan Documents is or proves to have been materially incorrect when made.

(f)Default of Covenants.  The occurrence and continuance of a material default by Borrower under any material term, covenant or condition contained in this Agreement or any of the Loan Documents, or by the Guarantor under the Guaranty.

(g)Other Events of Default.  The occurrence of any other event or condition described in this Agreement or the Loan Documents which states that the occurrence thereof shall constitute an immediate Event of Default.

7.2Events of Default Requiring Notice.  The occurrence and continuance of any of the following events shall constitute an Event of Default under this Agreement and the Loan Documents following written notice from Lender to Borrower as described below:

(a)Termination of Operation.  Borrower ceases business operation or otherwise substantially terminates any of their respective business operations material to their ongoing existence.

(b)Default under Loan Documents.  The occurrence and continuance of an event of default under any of the Loan Documents.

(c)Security Agreement.  If at any time after the date hereof and for any reason:  (1) any of the Security Agreement or the Assignments of Deposit Accounts ceases to create a valid and perfected first priority position security interest in and to the Collateral described therein (unless voluntarily released by Lender); (2) any of the Security Agreement or the Assignments of Deposit Account ceases to be in full force and effect or is declared null and void (unless voluntarily terminated by Lender); (3) the validity or enforceability of the Security Agreement or either of the Assignments of Deposit Account is contested by Borrower or the Guarantor (as applicable), or Borrower or the Guarantor (as applicable) denies that it has any further liability or obligation under the Security Agreement; (4) Borrower fails to perform any of Borrower’s obligations under the Security Agreement or the Assignment of Deposit Account signed by Borrower; or (5) the Guarantor fails to perform any of his obligations under the Guaranty or the Assignment of Deposit Account signed by the Guarantor.

(d)Litigation.  The institution of any litigation or administrative proceeding involving Borrower, this Agreement, any of the Note, the Security Agreement or the Assignments of Deposit Account, any of the other Loan Documents, or the Collateral which has or may have a materially adverse effect:  (1) on the ability of Borrower or the Guarantor to perform any of the obligations under this Agreement or any of the Loan Documents; (2) on the ability of Borrower or the Guarantor (as applicable) to own, operate or use the Collateral or any part thereof for the purposes intended; or (3) on the value of the Collateral as security for the Note; unless such proceedings shall have been terminated, dismissed or bonded against to Lender’s reasonable satisfaction within forty-five (45) days after the commencement thereof.

(e)Involuntary Bankruptcy or Receivership.  The occurrence and continuance of any of the following with respect to Borrower or the Guarantor:  (1) the filing against either of them of a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a receiver or trustee for any of their respective properties which is not dismissed within sixty (60) days; (2) the appointment of a receiver or trustee of any of their respective properties which is not discharged within sixty (60) days; or (3) the attachment or execution by levy against any substantial portion of any of their respective properties which is not discharged within sixty (60) days.

(f)Default under Riverview Loan.  The occurrence and continuance beyond any applicable cure period of an event of default under the Riverview Loan.

(g)Material Adverse Change.  The reasonable determination by Lender that a material adverse change has occurred in the financial condition of Borrower or the Guarantor since delivery of the last dated financial statements to Lender, which is not cured to Lender’s reasonable satisfaction within fifteen (15) days after written notice to Borrower.

(h)Payment Impairment.  Any circumstance which, in the reasonable judgment of Lender, impairs the prospect of payment of the Principal Indebtedness in full when and as it becomes due, or otherwise causes Lender to reasonably deem itself insecure.

7.3Cross Default.  A material default by Borrower under any material term, covenant or condition of this Agreement, the Security Agreement, the Note, any other Loan Document, or any other agreement or arrangement between Lender and Borrower, now existing or entered into hereafter, shall constitute a default under this Agreement and all the Loan Documents.

7.4Notice.  Unless otherwise expressly provided by the terms of this Agreement, or the Loan Documents, if an Event of Default shall occur, Lender shall give written notice of such occurrence to Borrower as follows:

(a)Monetary Default.  Borrower shall not be entitled to any notice regarding defaults with respect to regularly scheduled monthly payments of principal and accrued interest under the Note.  However, in the event of any other monetary default for which Borrower is given a cure period, Lender shall give Borrower written notice of the Event of Default and Borrower shall be given an opportunity to cure the default within the applicable cure period.

(b)Nonmonetary Default.  In the event of a nonmonetary default for which Borrower is given a cure period, Lender shall give Borrower written notice of the Event of Default and Borrower shall be given an opportunity to cure the default within the applicable cure period.  However, if the nonmonetary default cannot reasonably be corrected within the applicable cure period, Borrower shall have an additional thirty (30) days to remedy such nonmonetary default if Borrower notifies Lender of the manner in which the nonmonetary default shall be cured, and if appropriate corrective action is instituted within the initial specified cure period and is diligently pursued thereafter.

7.5Remedies.  If an Event of Default shall occur and continue after any required notice and lapse of any applicable grace period, all obligations of Lender under this Agreement, and under the Loan Documents, at the election of Lender, shall cease and terminate, and Lender may:  (a) declare the outstanding Principal Indebtedness evidenced by the Note and secured by the Security Agreement, the Assignments of Deposit Account and any other Loan Document immediately due and payable; (b) exercise Lender’s rights with respect to the Collateral given as security for the repayment of the Loan as described in the Security Agreement; (c) exercise the rights of set-off described in this Agreement; (d) require that the Guarantor perform the obligations of Borrower under all of the Loan Documents; or (e) exercise any other right or remedy available to Lender pursuant to any Loan Document, or as provided at law or in equity.

7.6No Remedy Exclusive.  No remedy conferred upon or reserved to Lender under this Agreement shall be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, the Loan Documents, or now or hereafter existing at law or in equity or by statute.  No delay or failure to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

ARTICLE VIII

MISCELLANEOUS

8.1Derivative Rights.  The obligation of Lender to advance the Loan proceeds to Borrower hereunder is imposed solely and exclusively for the benefit of Borrower and no other person, firm or corporation shall, under any circumstances, be deemed to be a beneficiary of such condition, nor shall it have any derivative claim or action against Lender.

8.2Amendments.  Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally and may only be modified or amended by an instrument in writing, signed by both Lender and Borrower.

8.3Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective successors and assigns.

8.4Waivers.  The failure by Lender or Borrower at any time or times hereafter to require strict performance by the other of any of the undertakings, agreements or covenants contained in this Agreement shall not waive, affect or diminish any right of Borrower or Lender hereunder to demand strict compliance and performance therewith.  Any waiver by Lender of any Event of Default under this Agreement shall not waive or affect any other Event of Default hereunder, whether such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements or covenants of Borrower and Lender under this Agreement shall be deemed to have been waived unless such waiver is evidenced by an instrument in writing signed by the party to be charged specifying such waiver.

8.5Survival.  This Agreement shall survive the disbursement of the Loan proceeds, and each and every one of the obligations and undertakings of Borrower and Lender contained herein shall be continuing obligations and undertakings and shall not cease and terminate until all amounts which may accrue pursuant to this Agreement or any of the Loan Documents shall have been fully paid and all obligations and undertakings of Borrower shall have been fully discharged.

8.6Assignment.  Lender may assign Lender's rights under the Loan Documents, in whole or in part, to any other person, firm or corporation, provided that all provisions of this Agreement shall continue to apply in conjunction with the Loan Documents and provided further that Lender shall remain obligated for the disbursement of Loan proceeds as provided in this Agreement unless Lender's assignee expressly assumes such obligation and such assignee is reasonably acceptable to Borrower.  In the event of such assignment by Lender, it shall be deemed to have been made in pursuance of this Agreement and not to be a modification hereof, and the disbursements and advances thereafter made shall be evidenced by the Loan Documents.

8.7Notices.  Except as otherwise provided in this Agreement or in any Loan Document, whenever Lender or Borrower desire to give or serve any notice, demand, request or other communication with respect to this Agreement or any other Loan Document, each such notice shall be in writing and shall be effective only if the notice is delivered by personal service, by nationally-recognized overnight courier, by facsimile, or by mail, postage prepaid, addressed as follows:

If to Lender, to:	U.S. Bank National Association
	1514 Park Avenue
	P.O. Box 680277
	Park City, Utah 84068
	Attn:   Isaac Allen
	Facsimile No. (435) 647-3735
If to Borrower, to:	Park City Group, Inc.
	3160 Pinebrook Road
	Park City, Utah 84098
	Attn:   Randall K. Fields
	Facsimile No. (435) 645-2010

Any notice delivered personally or by courier shall be deemed to have been given when delivered.  Any notice sent by facsimile shall be presumed to have been received on the date transmitted.  Any notice sent by mail shall be presumed to have been received five (5) business days after deposit in the United States mail, with postage prepaid and properly addressed.  Any party may change its address by giving notice to the other party of its new address in the manner provided above.

8.8Severability.  If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void, voidable or unenforceable, such void, voidable or unenforceable term or provision shall not affect any other term or provision of this Agreement.

8.9Actions.  Lender shall have the right, but not the obligation, to commence, appear in and defend any action or proceeding which might affect Lender's security or Lender's rights, duties or liabilities relating to the Loan, or this Agreement, or any of the other Loan Documents.

8.10Participation.  Lender shall have the right to sell participations in the Loan to any other persons or entities without the consent of or notice to Borrower, provided that no such action by Lender shall relieve Lender of Lender's obligation to fund the Loan as and when required by this Agreement.  Lender may disclose to any participants or prospective participants any information or other data or material in Lender's possession relating to Borrower, the Guarantor, the Collateral and the Loan, without the consent of or prior notice to Borrower or the Guarantor.

8.11No Partnership.  Nothing contained in this Agreement or in any Loan Document shall be construed as creating a joint venture or partnership between Borrower and Lender.  There shall be no sharing of losses, costs and expenses between Borrower and Lender, and Lender shall have no right of control or supervision except as Lender may exercise Lender’s rights and remedies provided hereunder and in the Loan Documents.

8.12Interpretation.  Whenever the context shall require, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both other genders.  The article and section headings contained in this Agreement are for purposes of reference only and shall not limit, expand or otherwise affect the construction of any provisions hereof.

8.13Governing Law.  This Agreement and all matters relating hereto shall be governed by, construed and interpreted in accordance with the laws of the State of Utah, without giving effect to principles of conflicts of law.

8.14Conflicts.  The provisions of this Agreement are not intended to be superseded by the provisions of the Loan Documents executed in conjunction with this Agreement but shall be construed as supplemental thereto.  In the event of any inconsistency between the provisions hereof and the Loan Documents, it is intended that this Agreement shall control.

8.15Commissions.  No brokerage, finder's or other fee, commission or compensation shall be paid by Borrower or Lender in connection with the closing of the Loan.  Borrower or Lender shall indemnify each other (including attorney fees and costs) against any and all claims for brokerage and finder's fees or commissions which may be asserted against the other based on the actions or omissions of the indemnifying party.

8.16Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument.

8.17Attorney Fees.  Borrower and Lender agree that should either of them default in any of the covenants or agreement contained in this Agreement or any of the Loan Documents, the defaulting party shall pay all costs and expenses, including reasonable attorney fees and costs, incurred by the non-defaulting party to protect its rights hereunder, regardless of whether an action is commenced or prosecuted to judgment.  In addition, Borrower hereby consents to the jurisdiction of the courts of the State of Utah and to venue in Salt Lake County, Utah as the proper forum and venue for resolution of disputes under this Agreement or any of the Loan Documents.

8.18Jury Waiver.  BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER AND LENDER EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

8.19Final Expression.  THIS AGREEMENT AND THE LOAN DOCUMENTS ARE THE FINAL EXPRESSION OF THE AGREEMENT AND UNDERSTANDING OF LENDER AND BORROWER WITH RESPECT TO THE LOAN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.

DATED effective as of the date first above written.

LENDER:

U.S. BANK NATIONAL ASSOCIATION

By: /s/Isaac Allen

     Title:   Relationship Manager

BORROWER:

PARK CITY GROUP, INC., a Nevada corporation

By: /s/ Randall Fields

      RANDALL K. FIELDS, CEO

EX-10.2

Exhibit 10.2

PROMISSORY NOTE

(Revolving Line of Credit)

$3,000,000.00   November 24, 2008

FOR VALUE RECEIVED, the undersigned, PARK CITY GROUP, INC., a Nevada corporation (“Borrower”), promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (“Lender”), at 170 South Main, Suite 600, Salt Lake City, Utah 84101, or at such other place as Lender may from time to time designate, the principal sum of THREE MILLION DOLLARS ($3,000,000.00), or the aggregate unpaid principal amount of all advances made by Lender to Borrower under the terms of this Note, together with all subsequent advances made, expenditures authorized and additional payments provided for in this Promissory Note, and in any of the Loan Documents (defined below).

1.Definitions.  Capitalized terms used in this Note without definition shall have the meaning assigned to such terms in the Loan Agreement.  As used in this Note, the following terms shall have the meanings set forth below:

“Advances” means all extensions of credit made by Lender to Borrower under the terms of the Loan Agreement.

“Assignments of Deposit Account” means the separate Assignments of Deposit Account, dated the same date as this Note, executed by Borrower, Riverview Financial Corp., a California corporation, and the Guarantor in favor of Lender.

“Credit Limit” means THREE MILLION DOLLARS ($3,000,000.00), the maximum principal amount of the Loan that may be outstanding at any time.  The Credit Limit shall reduce over the term of the Loan, as described in the Loan Agreement.

“Guarantor” means Randall K. Fields.

“Loan” means the revolving line of credit facility advanced by Lender to Borrower under the terms and conditions of the Loan Agreement, in a maximum principal amount equal to the Credit Limit.

“Loan Agreement” means the Revolving Credit Agreement, dated the same date as this Note, executed by Lender and Borrower.  The Loan Agreement governs the terms of the Loan.

“Loan Documents” means the following documents entered into in favor of Lender in conjunction with this Note:  the Loan Agreement, the Security Agreement, the Assignments of Deposit Account, the Uniform Commercial Code Financing Statement, the Guaranty (as defined in the Loan Agreement), and any other instruments or documents evidencing or securing the Loan.

“Note” means this Promissory Note (Revolving Line of Credit), and any extensions, renewals or modifications of this Note.

“Principal Indebtedness” means at any time and from time to time during the term of this Note all Advances, disbursements, expenditures and payments made by Lender after the date of this Note pursuant to the terms of this Note or any of the Loan Documents.

“Security Agreement” means the Security Agreement, dated the same date as this Note, executed by Borrower, as debtor, in favor of Lender, as secured party.

“Termination Date” means _____________, 2010.  On the Termination Date, Lender’s obligations to fund Advances under the Loan Agreement shall lapse.

2.Advances.  This Note is given by Borrower to Lender to evidence Borrower’s obligations to repay the proceeds of all Advances made by Lender to Borrower.  Lender’s records of all Advances made to Borrower pursuant to the Loan Agreement and all payments of principal amounts in respect of such Advances shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Advances and the outstanding Principal Indebtedness under this Note.

3.Revolving Credit.  Lender, upon the terms, covenants, and conditions set forth in the Loan Agreement, shall extend to Borrower a revolving line of credit facility up to a maximum outstanding principal indebtedness equal to the Credit Limit (which shall reduce over the term of the Loan, as described in the Loan Agreement).  Borrower may draw on and utilize  amounts available under the Credit Limit during the period from the date of this Note up to, but not including, the Termination Date on the terms and subject to the conditions specified in the Loan Agreement.

4.Interest.  The unpaid principal balance will bear interest at an annual rate of 7.26%.  Interest shall be calculated on the basis of a year consisting of three hundred sixty (360) days based on the actual number of days elapsed.

5.Payments.

(a)Interest is payable beginning _January 15__, 2009__, 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.

(b)Principal is payable on _November 24__, 2010, the maturity date.

6.Security.  This Note is secured by the Security Agreement, the Assignments of Deposit Accounts and the other Loan Documents.

7.Notice and Manner of Borrowing.  Borrower shall notify Lender in writing of Borrower’s intent to obtain an Advance as required by the terms of the Loan Agreement. Provided all conditions precedent to the making of an Advance under the terms of the Loan Agreement have been satisfied or waived by Lender, Lender shall make the proceeds of the Advance available to Borrower, as provided in the Loan Agreement.

8.Late Payments.  If any payment to be paid by Borrower under the terms of this Note is not received by Lender within ten (10) days after such installment is due, Borrower shall pay to Lender a late payment charge equal to five percent (5.0%) of such late payment.

9.Application of Payments.  All payments on this Note shall, at the option of Lender, be applied first to the payment of accrued interest and after all such interest has been paid, any remainder shall be applied to satisfy any outstanding late charges or other advances made by Lender to protect its security for the repayment of the Loan, and the balance, if any, towards the reduction of principal.

10.Prepayment.  This Note may be prepaid in full or in part at any time without indemnity.  Prepayments of less than all the outstanding principal amount of this Note shall be applied upon principal payments in the inverse order of their maturities.

11.Governing Law.  This Note is to be construed in accordance with the laws of the State of Utah, without giving effect to principles of conflicts of laws.

DATED effective as of the date first above written.

BORROWER:

PARK CITY GROUP, INC., a Nevada corporation

By:  /s/ Randall Fields

      RANDALL K. FIELDS, CEO

EX-10.3

Exhibit 10.3

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (“Agreement”), is made and entered into effective as of the _24th_ day of _November_, 2008, by and between PARK CITY GROUP, INC., a Nevada corporation (“Debtor”), and U.S. BANK NATIONAL ASSOCIATION (“Secured Party”).

R E C I T A L S:

A.Debtor has applied to Secured Party for a revolving line of credit (the “Loan”) in the maximum line amount of THREE MILLION DOLLARS ($3,000,000.00).

B.Secured Party has committed to make the Loan, conditioned in part, upon the security provided in this Agreement.

NOW, THEREFORE, in consideration of Secured Party making the Loan to Debtor, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Secured Party and Debtor agree as follows:

ARTICLE I

DEFINITIONS

Unless the context clearly indicates otherwise, certain terms used in this Agreement shall have the meanings set forth below.  To the extent not defined in this Article I, unless the context otherwise requires, all other terms contained in this Agreement shall have the meanings attributed to them in the Utah enactment of the Uniform Commercial Code, Chapter 9a, Title 70A, Utah Code Annotated (1953), as amended (the “UCC”), to the extent the same are used or defined therein.

“Collateral” means all of the following items of personal property now owned or hereafter acquired by Debtor:  (1) accounts and all cash and noncash proceeds thereof; and (2) the deposit accounts and the interest accrued thereon that are pledged to Lender by Borrower, Riverview and the Guarantor (as those terms are defined in the Loan Agreement) under the terms of the Assignments of Deposit Accounts executed and delivered by Riverview and the Guarantor in favor of Lender to secure payment of Borrower’s obligations under the Loan.

“Event of Default” means the occurrence and continuance of any of the events specified in Section 5.1 of this Agreement.

“Loan Agreement” means the Revolving Credit Agreement, dated the same date as this Agreement, between Secured Party, as lender, and Debtor, as borrower, pursuant to which Lender agrees to advance the Loan to Debtor.

“Loan Documents” means this Agreement, the Loan Agreement, the Note, the Guaranty executed in favor of Secured Party, Uniform Commercial Code Financing Statements and all other documents evidencing or securing the Loan as described in the Loan Agreement.

“Note” means the Promissory Note (Revolving Line of Credit), dated the same date as this Agreement, in the maximum line amount of THREE MILLION DOLLARS ($3,000,000.00), executed by Debtor, as maker, in favor of Secured Party, as payee, to evidence Debtor’s obligations under the Loan.

“Obligations” means:  (1) all indebtedness, obligations and liabilities of Debtor or others to Secured Party of every kind and description, arising out of or in any manner connected with the Loan, as evidenced and secured by any of the Loan Documents, whether direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising, regardless of how the same arise or by what instrument, agreement or account they may be evidenced, or whether evidenced by any instrument, agreement or account, including, without limitation, all loans (including any loan by renewal or extension); (2) all interest, taxes, fees, charges, expenses and attorney fees chargeable to Debtor or incurred by Secured Party under this Agreement or any of the Loan Documents; (3) the repayment of all amounts that Secured Party may advance or spend to maintain or preserve any of the Collateral; (4) all amounts owed under any modification, renewal or extension of any of the foregoing obligations; and (5) any of the foregoing that arises after the filing of a petition in, by or against Debtor under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code § 362 or otherwise.

ARTICLE II

GRANT OF AND PERFECTION OF SECURITY INTEREST

2.1Grant of Security Interest.  Debtor hereby pledges, assigns and transfers to Secured Party, and grants to Secured Party, a continuing security interest in and to all of the Collateral, to secure the payment and performance of the Obligations and each and every obligation, liability and undertaking of Debtor or others under the Loan Documents, together with all subsequent advances made, expenditures authorized and additional payments provided for in the Loan Documents.

2.2Perfection of Security Interest.  In connection with the perfection of the security interests granted in this Agreement:

(a)Debtor authorizes Secured Party to file a financing statement describing the Collateral and any continuation statements necessary to maintain perfection of Secured Party’s security interests hereunder;

(b)Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Secured Party chooses to perfect Secured Party’s security interest by taking possession of the Collateral, in addition to the filing of a financing statement; and

(c)Where the Collateral is in possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party’s security interest and obtaining an acknowledgment from the third party that it is holding the Collateral for the benefit of Secured Party.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Debtor hereby represents and warrants to Secured Party as follows:

3.1Ownership, Authority.  Except as otherwise disclosed to Secured Party in writing prior to the date of this Agreement, Debtor is, or upon acquisition thereof shall become, the owner of the Collateral.  Debtor possesses all requisite power and authority to execute and deliver this Agreement and to grant to Secured Party a valid security interest in the Collateral as provided in this Agreement.

3.2No Other Security Interests.  Except as otherwise disclosed to Secured Party in writing prior to the date of this Agreement, no financing statement covering the Collateral, or any portion thereof, has been filed with any filing officer, and the Collateral is free from any adverse liens, security interests, rights of setoff, claims or encumbrances of any kind.

3.3Loan Documents Binding.  This Agreement and the other Loan Documents requiring the signature of Debtor have been duly authorized, executed, acknowledged and delivered, as appropriate, by Debtor.  This Agreement and the other Loan Documents constitute valid and legally binding obligations of Debtor.

3.4Tradenames, Name Changes, Mergers.  Except as previously disclosed to Secured Party in writing, Debtor utilizes no tradenames in the conduct of Debtor’s business, has not changed its name, been the surviving entity in a merger, or acquired all or substantially all of the assets of any other business.

3.5Information Accurate.  All information, including the name of Debtor, type of organization, jurisdiction of organization, chief executive office, and (for individuals only) principal residence are as set forth in the Article 9 Certificate executed by Debtor and delivered to Secured Party in connection with the Loan and are true and correct on the date of this Agreement.

3.6Accounts.  Each account and general intangible included in the Collateral is genuine and enforceable in accordance with its terms and no such account or general intangible is subject to any claim for credit, allowance or adjustment by any account debtor or any setoff, defense or counterclaim.

3.7No Misrepresentations or Omissions.  No representation, warranty or statement by Debtor contained in this Agreement or in any of the other Loan Documents contains, or at the time of delivery shall contain, any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading.

ARTICLE IV

GENERAL COVENANTS

4.1No Further Encumbrances.  Debtor shall not further mortgage, pledge, grant or permit to exist a security interest in, or lien or encumbrance on, any of the Collateral, without the prior written consent of Secured Party.

4.2Right to Inspect.  Debtor shall permit Secured Party, through Secured Party’s authorized attorneys, accountants and representatives, at all reasonable times, to inspect and examine the Collateral and the books, accounts, records and ledgers of every kind and description of Debtor pertaining to the Collateral.

4.3Payment of Obligations and Preservation of Rights.  Debtor shall pay the Obligations, and all principal, interest, costs, expenses and other sums associated therewith, as and when they become due.  In addition, Debtor shall take all necessary steps to preserve its rights against all parties with respect to all of the Collateral.  In the event Debtor fails to make any payments required or which Secured Party reasonably deems advisable to protect, maintain or preserve the Collateral, or Secured Party’s security interest therein, Secured Party may, but shall not be obligated to, advance funds for the same.  Any such advances, including, without limitation, reasonable attorney fees and costs incurred by Secured Party, shall be part of the Obligations and shall be immediately payable with interest thereon from the date advanced by Secured Party at the then current rate under the Note, if the Loan is not otherwise in default.  After a default under the Loan, interest shall accrue on any such advance at the default rate of interest specified in the Note.

4.4Payment of Taxes and Assessments.  Debtor shall pay or deposit promptly when due all sales, use, excise, personal property, income, withholding, franchise and other taxes, assessments and governmental charges upon or relating to Debtor’s ownership or use of any of the Collateral, and shall, upon demand by Secured Party, submit to Secured Party evidence satisfactory to Secured Party that such payments or deposits have been made.

4.5Further Assurances.  Debtor shall at any time and from time to time upon request of Secured Party, execute and deliver to Secured Party, in form and substance satisfactory to Secured Party, such documents as Secured Party shall deem necessary to perfect or maintain perfected the security interest of Secured Party in the Collateral, or which may be necessary to comply with the provisions of the law of the State of Utah or the law of any other jurisdiction in which Debtor may then be conducting Debtor’s business or in which any of the Collateral may be located.

4.6Licenses and Permits.  Debtor shall keep in effect all licenses, permits and franchises required by law or contract relating to Debtor’s business, property or the Collateral, and shall pay when due all fees and other charges pertaining thereto.

4.7Waste and Misuse.  Debtor shall not waste or destroy the Collateral or any part thereof or any document or record evidencing the same.  In addition, Debtor shall not misuse, cancel or in any way use or dispose of any of the Collateral unlawfully or contrary to the provisions of this Agreement.

4.8Evidence of Title.  Upon demand by Secured Party, Debtor shall deliver to Secured Party any and all evidence of title to any and all of the Collateral.

4.9No Disposition of Collateral.  Secured Party does not authorize and Debtor shall not:  (a) sell or lease any of the Collateral, other than in the normal course of business; (b) license any of the Collateral; or (c) grant any other security interest in any of the Collateral.

ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

5.1Events of Default.  The occurrence and continuance of any of the following shall constitute an Event of Default under this Agreement:

(a)The occurrence and continuance of an event of default, as defined in the Loan Agreement.

(b)Except in the ordinary course of business, any material deterioration or impairment of any of the Collateral or any material decline or depreciation in the market value thereof (other than such deterioration, impairment, decline or depreciation as is caused by normal use or the passage of time) which, in the reasonable judgment of Secured Party, causes the value or character of the Collateral to become substantially insufficient as security for the Obligations.

(c)The transfer by Debtor of any interest in any part of the Collateral without the prior written consent of Secured Party, except in the ordinary course of business.

(d)The taking of possession of any substantial part of the property of Debtor at the instance of any governmental authority.

(e)Any warranty, representation or statement made by Debtor in this Agreement or made or furnished to Secured Party by or on behalf of Debtor in connection with this Agreement proves to be or to have been false in any material respect when made or furnished.

(f)The breach by Debtor of any covenant made by Debtor in this Agreement.

5.2Notice.  Unless otherwise expressly provided by the terms of this Agreement, or the other Loan Documents, if an Event of Default shall occur, Secured Party shall give written notice of such occurrence to Debtor in the manner described in Section 6.8 of this Agreement.

5.3Remedies.  In the event that any Event of Default shall occur and continue after any required notice and lapse of any applicable grace period, all of the obligations of Secured Party under this Agreement and the other Loan Documents shall cease and terminate, and Secured Party, shall have the following remedies:

(a)Secured Party may declare the Obligations immediately due and payable, without further notice, protest, presentment or demand, all of which are hereby expressly waived by Debtor.

(b)Upon the occurrence and continuance of any Event of Default, Secured Party shall have the right to pursue any of the following remedies separately, successively or simultaneously:

(1)File suit and obtain judgment against Debtor.  In conjunction with any such action, Secured Party may seek any ancillary remedies provided by law, including levy of attachment and garnishment against the Collateral.

(2)Take possession of any Collateral not then in Secured Party’s possession without demand and without legal process.  Upon Secured Party’s demand, Debtor shall assemble and make the Collateral available to Secured Party as Secured Party may direct.  Debtor grants to Secured Party the right, for this purpose, to enter into or on any premises where the Collateral may be located.

(3)Without taking possession of the Collateral, sell, lease or otherwise dispose of the Collateral at public or private sale in accordance with the UCC.

(4)Pursue any remedy available to Secured Party under the terms of the Term Loan Documents.

(c)For purposes of this Section 5.3, Debtor hereby appoints Secured Party as Debtor’s true and lawful attorney-in-fact, coupled with an interest, with power to:

(1)Endorse the name of Debtor upon any instruments of payment, including, without limitation, payments made under any policy of insurance, that may come into possession of Secured Party in full or in part payment of any of the Obligations;

(2)At Secured Party’s option, take such action as deemed necessary by Secured Party to cure a default by Debtor or to enforce Debtor’s rights under any document or agreement affecting Debtor’s right, title and interest in and to the Collateral, whether superior or inferior to Secured Party’s security interest therein; and

(3)Sell, assign, sue for, collect or compromise payment of all or any part of the Collateral in the name of Debtor or in the name of Secured Party or make any other disposition of Collateral, or any part thereof, which disposition may be for cash, credit or any combination thereof.

For purposes of the foregoing, Debtor hereby grants to Secured Party as Debtor’s attorney-in-fact, full power to do any and all things necessary to be done in and about the premises as fully and effectively as Debtor might or could do but for this appointment.  In addition, Debtor hereby grants to Secured Party as Debtor’s attorney-in-fact, full power to do any and all things necessary to be done in and about the premises as fully and effectively as Debtor might or could do but for this appointment.  This power of attorney shall be irrevocable so long as any of the Obligations remains outstanding.

(d)Secured Party shall have, in addition to any other rights and remedies contained in this Agreement and any of the other Loan Documents, all of the rights and remedies of a secured party under the UCC in force as of the date of this Agreement or as the same may be amended hereafter, all of which rights and remedies shall be cumulative and nonexclusive, to the extent permitted by law.

5.4Disposition of Collateral.  Any disposition of the Collateral following the occurrence and continuance of an Event of Default shall be subject to the following:

(a)Secured Party shall give Debtor such notice of any private or public sale as may be required by the UCC.  The requirements of commercially reasonable notice shall be met if notice is sent to Debtor at least ten (10) days before the time of the intended sale or disposition.

(b)Secured Party has no obligation to clean-up or otherwise prepare the Collateral for sale.

(c)Secured Party shall not be required to attempt to satisfy the Obligations by collecting them from any other person liable for them and Secured Party may release, modify or waive any collateral provided by any other person to secure any of the Obligations, all without affecting Secured Party’s rights against Debtor.  Debtor waives any right Debtor may have to require Secured Party to pursue any third person for any of the Obligations.

(d)Secured Party may comply with any applicable state or federal requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any disposition of the Collateral.

(e)In the event Secured Party purchases any of the Collateral, Secured Party may pay for the Collateral by crediting some or all of the Obligations of Debtor against the purchase price.

(f)Secured Party shall not be required to marshal any assets in favor of Debtor, or against or in payment of the Note, any of the other Obligations or any other obligation owed to Secured Party by Debtor or by any other person.

ARTICLE VI

MISCELLANEOUS

6.1Amendments.  Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally and may only be modified or amended by an instrument in writing, signed by Secured Party and Debtor.

6.2Binding Effect.  This Agreement shall be binding upon Debtor and Debtor’s successors and assigns.  This Agreement shall inure to the benefit of Secured Party, and Secured Party’s successors and assigns.

6.3Waivers.  The failure at any time or times hereafter by Secured Party to require strict performance by Debtor of any of the undertakings, agreements or covenants contained in this Agreement shall not waive, affect or diminish any right of Secured Party hereunder to demand strict compliance and performance therewith.  Any waiver by Secured Party of any Event of Default under this Agreement shall not waive or affect any other Event of Default hereunder, whether such Event of Default is prior or subsequent thereto and whether of the same or a different type.  None of the undertakings, agreements or covenants of Debtor under this Agreement shall be deemed to have been waived by Secured Party, unless such waiver is evidenced by an instrument in writing signed by an authorized officer or official of Secured Party and directed to Debtor specifying such waiver.

6.4Indemnification.  Debtor shall indemnify and hold Secured Party harmless from and against any and all liabilities, losses, costs, damages or expenses which might be incurred pursuant to or because of the Collateral or by reason of this Agreement and from any and all claims whatsoever (other than Secured Party’s own negligence or willful misconduct) which may be asserted against Secured Party by reason of any alleged obligations or undertakings of Secured Party to perform or discharge any of the terms, covenants or agreements contained in this Agreement.  Should Secured Party incur any such liability pursuant to or because of the Collateral or under or by reason of this Agreement or in defense of any such claims or demands, the amounts thereof, including costs, expenses and reasonable attorney fees, shall be secured hereby and Debtor shall reimburse Secured Party therefor immediately upon demand.

6.5Severability.  If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void, voidable or unenforceable, such void, voidable or unenforceable term or provision shall not affect any other term or provision of this Agreement.

6.6Actions.  Secured Party shall have the right, but not the obligation, to commence, appear in and defend any action or proceeding which might affect Secured Party’s security, rights, duties or liabilities relating to the Property or this Agreement.

6.7Interpretation.  Whenever the context shall require, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both other genders.  The article and section headings contained in this Agreement are for purposes of reference only and shall not limit, expand or otherwise affect the construction of any provisions hereof.

6.8Notices.  Except as otherwise provided in this Agreement or in any Loan Document, whenever Secured Party or Debtor desire to give or serve any notice, demand, request or other communication with respect to this Agreement or any other Loan Document, each such notice shall be in writing and shall be effective only if the notice is delivered by personal service, by nationally-recognized overnight courier, by facsimile, or by mail, postage prepaid, addressed as follows:

If to Secured Party, to:                      U.S. Bank National Association

1514 Park Avenue

P.O. Box 680277

Park City, Utah 84068

Attn:                      Isaac Allen

Facsimile No. (435) 647-3735

If to Debtor, to:                                 Park City Group, Inc.

3160 Pinebrook Road

Park City, Utah 84098

Attn:                      Randall K. Fields

Facsimile No. (435) 645-2010

Any notice delivered personally or by courier shall be deemed to have been given when delivered.  Any notice sent by facsimile shall be presumed to have been received on the date transmitted.  Any notice sent by mail shall be presumed to have been received five (5) business days after deposit in the United States mail, with postage prepaid and properly addressed.  Any party may change its address by giving notice to the other party of its new address in the manner provided above.

6.9Governing Law.  This Agreement and all matters relating hereto shall be governed by, construed and interpreted in accordance with the laws of the State of Utah, without giving effect to principles of conflicts of laws.

6.10Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument.

6.11Termination.  This Agreement shall terminate upon the full and complete performance and satisfaction by Debtor of all of the Obligations.

DATED effective as of the date first above written.

DEBTOR:

PARK CITY GROUP, INC., a Nevada corporation

By:  /s/ Randall Fields

      RANDALL K. FIELDS, CEO

SECURED PARTY:

U.S. BANK NATIONAL ASSOCIATION

By:  /s/ Isaac Allen

      Title:  Relationship Manager