Dear Jane

EXHIBIT 10.1


 
  September 2, 2008   Jane Hoffer  
  Dear Jane,   In consideration for securing your services to Prescient Applied Intelligence, Inc. (following consummation of the proposed merger with Park City Group, Inc.  (the “Merger”) the Company or its successor, Park City Group, Inc. (in either event, the “Company”), agree to provide you with the following severance benefits:   Following consummation of the Merger, you agree to remain with the Company to assist in the integration of Prescient Applied Intelligence, Inc. and Park City Group, Inc. through January 15, 2009 (“Integration Period”).  Upon completion of the Integration Period, you may elect to voluntarily terminate your employment with the Company.  In the event you elect to terminate your employment with the Company, the Company shall continue to pay you your base salary for a period of six months (“Sever