SERVICES AGREEMENT

This Services Agreement (“ Agreement ”) is entered into by and between Park City Group, Inc., a Nevada corporation (the “ Company ”) and Fields Management, Inc., a Utah Corporation (“ Fields ”), this 9th day of April, 2009.

Now, Therefore , in consideration of the mutual covenants and promises contained in, and the mutual benefits to be derived from this Agreement, and for other good and valuable consideration, the Company and Fields agree as follows:

1.            Independent Contractor.

The Company hereby retains Fields, and Fields hereby accepts such retainer, on the terms and conditions of this Agreement.  It is understood and agreed that Fields and its employees or other individuals it uses to perform the services set forth herein for the Company, are independent contractors and not employees of the Company.

2.            Term of the Services.

This Agreement shall be effective as of July 1, 2008 (the “Effective Date”) and continue pursuant to the terms hereof until the 30 ^th day of June 2013 (the “ Initial Term” ), unless sooner terminated pursuant to the terms hereof or extended at the sole discretion of the Company’s Board of Directors. The Initial Term and any subsequent terms will automatically renew for additional one year periods unless, six months prior to the expiration of the then current term, either party gives notice to the other that the Agreement will not renew for an additional term. In the event of such written notice being timely provided by the Company, Fields shall not be required to perform any responsibilities or duties to the Company during the final two months of the then-existing term. In such event, the Company will remain obligated to Fields for all compensation and other benefits set forth herein and in any written modifications hereto.

3.            Duties.

(a)            General Duties . Fields shall provide to the Company an individual (the “Executive”) to fill the role and perform the functions of President and Chief Executive Officer of the Company, and shall have such duties, responsibilities and obligations as are established by the Bylaws of the Company or are generally required of persons employed in similar positions. This shall include full executive powers of these positions over all operating and financial officers, the authority to hire and fire officers and employees, and to authorize expenditures of money for corporate purposes, subject to the right of the Board of Directors to impose reasonable restrictions and requirements.

(b)            Performance . To the best of his ability and experience, the Executive will at all times loyally and conscientiously perform all duties, and discharge all responsibilities and obligations, required of and from him pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. The Executive shall devote as much of his  time, energy, skill and attention as is required to the business of the Company, and the Company shall be entitled to all of the benefits and profits arising from or incident to all such work, services, and advice of Executive rendered to the Company.

 (c)            Outside Activities . Nothing in this Agreement shall prohibit Executive from directing his personal investments or accepting speaking or presentation engagements in exchange for honoraria, or from rendering services to, or serving on boards of, charitable organizations, so long as such activities do not interfere or conflict with the performance of Fields’ duties hereunder.

(d)            Additional Services .  Fields may be asked from time to time by the Company to provide other services which Fields can provide using other of its employees in addition to the Executive.  Compensation to Fields for such additional services shall be agreed upon at the time of the request.

4.            Compensation and Benefits.

(a)            Fee . The Company shall pay to Fields an annual base fee of $325,000 (“ Annual Base Fee ”). The Annual Base Fee, which shall be pro-rated for any partial period, will be payable in equal semi-monthly installments.

 (b)            Indemnification; D&O Insurance . The Company shall indemnify Fields to the fullest extent of that which is available under Chapter 78 of the Nevada Revised Statutes, and shall provide director’s and officer’s insurance with such coverages, in such amounts and from such insurers as constitutes good practices by comparable companies in the same business as the Company. Such insurance shall provide defense and coverage obligations for any claim arising out of Fields’ or Executive’s acts or omissions committed during the Initial Term or any subsequent term hereof, regardless of when such claims are asserted.

(c)            Incentive Bonus . An incentive bonus, based upon the Company’s achievement of performance goals shall be paid to Fields.  The goals will be pre-determined each year by the Compensation Committee of the Board of Directors in discussion with the Executive.

(d)            Travel and Business Expense Reimbursement . The Company shall promptly reimburse Fields for all of Executives reasonable travel and business expenses.  Expenses not reimbursed within 30 days of the date of submittal to the Company shall bear interest at the rate of twelve percent (12%) per annum.

(e)            Company Vehicle . The Company shall reimburse Fields for the costs of a vehicle of Executives choice. The reimbursement shall not exceed $1,200.00 per month plus applicable deposits if purchased on a monthly installment contract or leased pursuant to a operating lease. The Company shall also pay reasonable operating costs of such vehicle to include insurance, registration and taxes, maintenance, fuel and other related costs.

(f)            Computer Equipment . The Company shall provide to Fields an annual allowance of up to $6000 to be used to acquire miscellaneous computer equipment.

(g)            Life Insurance . The Company shall maintain and pay the premiums for two term life insurance policies in the name of the Executive for at least $10,000,000 each, with the beneficiary of one to be designated by the Executive at his sole discretion and the beneficiary of the other to be designated by the Company.  Coverage of the two policies shall continue during the term of this Agreement

(h)            Stock Grant.   The Company hereby grants to Fields 600,000 shares of its restricted common stock priced on January 23, 2009 (the ”Stock Grant”) to be issued according to a pro-rata ten year vesting schedule, the first issuance of which shall be one year from the Effective Date.

(i)            Retirement Annuity . As soon as is reasonably practical foll