LOCK-UP AND VOTING AGREEMENT

            This Lock-up and Voting Agreement, dated as of August __, 2008, (this " Agreement "), is entered into by and among Park City Group, Inc., a Nevada corporation (" Parent ") and those stockholders of Prescient Applied Intelligence, Inc., a Delaware corporation (the " Company "),whose signatures appear on the signature pages hereof (each a " Company Stockholder " and collectively the " Company Stockholders "). All capitalized terms used herein without definition having the respective meanings ascribed to them in the Merger Agreement (as defined below).

Prior to the execution of this Agreement, the Company Stockholders own shares of the Company’s common stock (“ Common Stock ”), the Company’s Series E Preferred Stock (“ Series E Stock ”), and the Company’s Series G Preferred Stock (“ Series G Stock ”). The number of shares of Common Stock, Series E Stock and Series G Stock owned by each of the Company Stockholders prior to the execution of this Agreement is set forth on the signature page of this Agreement (“ Signature Page ”) adjacent to the name of each Company Stockholder.

The Common Stock and Series G Stock of the Company is hereafter jointly referred to as the “ Company Stock ”). The Common Stock and Series G Stock of the Company owned by a Company Stockholder is hereafter jointly referred to as the “ Stockholder Company Shares ”).

Contemporaneous with the execution and delivery of this Agreement, Parent and the Company Stockholders have entered into a Stock Purchase Agreement pursuant to which the Parent has agreed to purchase, and has purchased, all of the Series E Stock owned by each of the Company Stockholders.

Each of the Company Stockholders continues to own the shares of Series G Stock and Common Stock set forth on the Signature Page.

Contemporaneous with the execution and delivery of this Agreement, Parent, PAII Transitory Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent (" Sub "), and the Company have entered into an Agreement and Plan of Merger, of even date herewith (the " Merger Agreement ").

As a condition and inducement to Parent and Sub entering into the Merger Agreement and incurring the obligations set forth therein, the Company Stockholders have agreed to vote and to cause to be voted all shares of Company Common Stock and Series G Preferred Stock now owned or hereafter acquired by them, for and in favor of the merger of the Company with and into Sub contemplated by the Merger Agreement (the " Merger "), and have agreed to the other terms and provisions contained herein;

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein and in the Merger Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions . Each term used herein with its initial letter capitalized and not otherwise defined shall have the meaning assigned to such term in the Merger Agreement. The following terms shall have the respective meanings set forth below:

(a) " Disposition " shall mean any sale, exchange, assignment, gift, pledge, mortgage, hypothecation, transfer or other disposition or encumbrance of all or any part of the rights and incidents of ownership of the Common Stock and the Series G Stock, including the right to vote, and the right to possession of the Common Stock and Series G Stock as collateral for indebtedness, whether such transfer is outright or conditional, or for or without consideration.

(b) "Term" shall mean the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time of the Merger, or (c) the termination of the Merger Agreement in accordance with its terms.

2. Voting of Stockholder Company Shares . Each of the Company Stockholders hereby agrees that, during the Term, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Stock, however called, or in connection with any written consent of the holders of Company Stock, such Company Stockholder will appear at the meeting or otherwise cause the Stockholder Company Shares now owned or hereafter acquired by such Company Stockholder to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Stockholder’s Company Shares:

(a) in favor of the adoption of the Merger Agreement and the approval of all other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof;

(b) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and

(c) against any action involving the Company or its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the transactions contemplated by the Merger Agreement.

3. Restriction on Disposition of Stockholder’s Company Shares . Each of the Company Stockholders hereby agrees that, during the Term, such Company Stockholder will not make, offer to make, agree to make, or suffer any Disposition of his, her or its Stockholder Company Shares or any interest therein. The restrictions contained in this Section 3 shall not apply to (a) a Disposition under a Company Stockholder's will or pursuant to the laws of descent and distribution, (b) a Disposition to any affiliates of a Company Stockholder, so long as, in each case, the transferee(s) deliver to Parent and Sub an executed written instrument agreeing to be bound by the terms of this Agreement as if such transferee(s) were the Company Stockholder, (c) a gift or other transfer by a Company Stockholder to an immediate family member (i.e., a spouse, child, parent, grandparent or sibling) or a family trust for the benefit of such Company Stockholder or immediate family member(s), so long as, in each case, the transferee(s) deliver to Parent and Sub an executed written instrument agreeing to be bound by the terms of this Agreement as if such transferee(s) were the Company Stockholder, or (d) a Disposition pursuant to a qualified domestic relations order.

4. Restriction Proxies and Non-Interference . Each of the Company Stockholders hereby agrees that, during the Term, such Company Stockholder will not:

(a) grant any proxies or powers or attorney that would permit any such proxy or attorney-in-fact to take any action inconsistent herewith;

(b) deposit his, her or its Stockholder Company Shares into a voting trust or enter into a voting agreement with respect to such Stockholder Company Shares in either case providing for the voting or consenting of such shares in a manner inconsistent herewith; or

(c) take any action that would make any representation or warranty of such Company Stockholder contained herein untrue or incorrect or would result in a breach by such Company Stockholder of its obligations under this Agreement.

Each Company Stockholder further agrees not to enter into any agreement or understanding with any person or entity, the effect of which would be inconsistent with or violative of any provision contained in this Agreement.

5. Covenants, Representations and Warranties of Company Stockholders.   Each Company Stockholder (severally, and not jointly and severally) hereby represents and warrants to, and agrees with, Parent and Sub as follows:

(a) Ownership of Shares . Such Company Stockholder is the sole record and beneficial owner of that number of shares of Company Stock set forth next to such Company Stockholder's name on the Signature Page (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such