EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is entered into by and between Park City Group, Inc., a Nevada corporation (the “ Company ”) and Randall K. Fields (“ Employee ”), this 9th  day of April, 2009.

A.     Employee is employed by and provides sales and management services to the Company.

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 Employee agree as follows:

1.            Employment.

The Company hereby employs Employee, and Employee hereby accepts such employment, on the terms and conditions of this Agreement.

2.            Term of the Employment.

The employment of Employee by the Company will continue pursuant to the terms of this Agreement effective as of July 1, 2008 and end on 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, Employee 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 Employee for all compensation and other benefits set forth herein and in any written modifications hereto.

3.            Duties.

(b)            Performance . To the best of his ability and experience, Employee 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. Employee shall devote as much of his time, energy, skill and attention 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 Employee rendered to the Company.

(c)            Company Directorship . Employee shall be elected to the position of director and shall serve on the Company’s Board of Directors during his term of employment as Chairman.

(d)            Other Directorships and Businesses . During the term of his Employment, Employee may serve on the boards of directors or on advisory boards of other companies or engage in other business relationships, so long as such service does not interfere or conflict with the performance of Employee’s duties hereunder, and provided further that Employee will not serve on the boards of directors or on advisory boards of companies which are direct competitors of the Company.

(e)            Outside Activities . Nothing in this Agreement shall prohibit Employee 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 Employee’s duties hereunder.

4.            Compensation and Benefits.

(a)            Salary . The Company shall pay to Employee an annual base salary of $50,000 (“ Annual Base Salary ”). The Annual Base Salary, which shall be pro-rated for any partial employment period, will be payable in equal bi-weekly installments or at such other intervals as may be established for the Company’s customary payroll schedule, less all applicable federal, state and local income and employment tax withholdings required by law.

 (b)            Other Benefits . The Company acknowledges that the Employee conducts a considerable amount of business activities from Employee’s personal residence. Accordingly, the Company shall pay the costs of maintaining telephone lines and systems for business use, along with related costs, at the Employee’s residence. In addition, the Company shall also provide the Employee with computers and other business equipment Employee deems necessary for the Employee to conduct necessary business activities from Employee’s personal residence

The Company also acknowledges that the Employee’s secretary performs limited personal accounting and other related services for the Employee. The Company hereby authorizes such activities so long as they do not interfere with Employee’s secretary’s services to the Company. Should Employee retain someone else to perform personal accounting and tax services, the Company shall bear the cost of such services.

(c)            Benefit and Stock Option Plans . Employee shall be entitled to participate, to the extent of Employee’s eligibility, in any employee benefit and stock option plans made available by the Company to its employees during the term of this Agreement. In addition, at no cost to Employee, Company will provide Employee, and his immediate family members , coverage under a health and dental insurance plan during the term of Employee’s employment and any applicable COBRA coverage period.

(d)            Vacations, Holidays, etc. Employee shall have four (4) weeks paid vacation and twelve (12) days sick leave during each year he is employed. Vacation days will accrue from year to year if not taken.

(e)            Indemnification; D&O Insurance . The Company shall indemnify the Employee 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 Employee’s acts or omissions committed during the Initial Term or any subsequent term hereof, regardless of when such claims are asserted.

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

(g)     Travel and Business Expense Reimbursement . The Company shall promptly reimburse Employee for all of his reasonable 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.

5.            Proprietary Information.

(a)            Obligation . Employee shall not disclose, publish, disseminate, reproduce, summarize, distribute, make available or use any Proprietary Information, except in pursuance of Employee’s duties, responsibilities and obligations under this Agreement and for the benefit of the Company.

(b)            Definition . As used in this Agreement, “ Proprietary Information ” means information that is (i) designated as “confidential,” “proprietary” or both by the Company or should have been known to be “confidential” or “proprietary” to the Company from the nature of the information or the circumstances of