SERVICES AGREEMENT

         THIS SERVICES AGREEMENT ("Agreement") is entered into by and between
Park City Group, Inc., a Delaware corporation (the "Company") and Fields
Management, Inc., a Utah Corporation ("Fields"), effective as of July 1, 2005.

                                    Recitals:

         A.       Fields is a corporation in the business of providing executive
                  management services, including performing the functions of
                  President and Chief Executive Officer for the Company.

         B.       This Agreement is made to protect the Company's legitimate and
                  legally protectible property and business interests.

         C.       This Agreement is entered into in order to define the terms
                  and conditions of Fields' relationship with the Company.

         D.       This Agreement amends and replaces that certain Services
                  Agreement between the parties hereto dated July 1, 2003

                                   Agreements:

         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 July 1, 2005 and continue pursuant to
the terms hereof until the 30th day of June 2008 (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

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         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
         $300,000 ("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.

                  (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.

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                  (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 each
         to be designated by the Executive at his sole discretion. Coverage of
         the two policies shall continue until June 30, 2006. Thereafter, the
         Company's obligation shall be to maintain and pay the premiums for one
         policy in the name of the Executive for at least $10,000,000, with the
         beneficiary to be designated by the Executive at his sole discretion.

         5.       Proprietary Information.

                  (a) Obligation. Neither Fields nor the Executive shall not
         disclose, publish, disseminate, reproduce, summarize, distribute, make
         available or use any Proprietary Information, except in pursuance of
         Fields' 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 its disclosure,
         and (ii) has economic value or affords commercial advantage to the
         Company because it is not generally known or readily ascertainable by
         proper means by other persons. By way of illustration, Proprietary
         Information includes but is not limited to information relating to the
         Company's products, services, business operations, business plans and
         financial affairs, and customers; any application, utility, algorithm,
         formula, pattern, compilation, program, device, method, technique,
         process, idea, concept, know-how, flow chart, drawing, standard,
         specification, or invention; and any tangible embodiment of Proprietary
         Information that may be provided to or generated by Fields or the
         Executive.

                  (c) Return upon Termination. Upon the termination of this
         Agreement for any reason, and at any time prior thereto upon request by
         the Company, Fields shall return to the Company all tangible
         embodiments of any Proprietary Information in its or the Executive's
         possession, including but not limited to, originals, copies,
         reproductions, notes, memoranda, abstracts, and summaries.

                  (d) Ownership. Any Proprietary Information developed or
         conceived by the Executive during the term of this Agreement shall be
         and remain the sole property of the Company. Fields agrees promptly to
         communicate and disclose all such Proprietary Information to the
         Company and to execute and deliver to the Company any instruments
         deemed necessary by the Company to perfect the Company's rights in such
         Proprietary Information.

         6.       Termination of Services.

                  (a) Additional Definitions. For purposes of this Agreement,
         the following terms shall have the meanings assigned below:

                           (i) "Cause" means (A) conviction of a crime involving
                  moral turpitude, or (B) a determination by the Board of
                  Directors of the Company in good faith that Fields [1] has
                  failed to substantially perform the duties as set forth
                  herein, [2] has engaged in grossly negligent, dishonest or
                  unethical activity, or [3] has breached a fiduciary duty or a
                  covenant hereunder, including without limitation the

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                  unauthorized disclosure of Company trade secrets or
                  confidential information, resulting in material loss or damage
                  to the Company.

                           (ii) "Change in Control of the Company" means a
                  change in control of a nature that would be required to be
                  reported in response to Item 6(e) of Schedule 14A of
                  Regulation 14A promulgated under the Securities Exchange Act
                  of 1934 (the "Exchange Act"), if the Company were subject to
                  such reporting requirements; provided that, without
                  limitation, such a change in control shall be deemed to have
                  occurred if any "person" (as such term is used in paragraph
                  13(d) and 14(d) of the Exchange Act) who on the date hereof is
                  not a director or officer of the Company, is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing 30% or more of the combined voting power
                  of the Company's then outstanding securities.

                           (iii) "Determination Date" means (A) if this
                  Agreement is terminated by reason of a Change in Control of
                  the Company, the date specified in the Notice of Termination,
                  (B) if this Agreement is terminated for Cause by reason of
                  conviction of a crime involving moral turpitude, the date on
                  which a Notice of Termination is given, or (C) if this
                  Agreement is terminated for Cause for a reason other than
                  specified in (B), thirty (30) days after Notice of Termination
                  is given, provided that Fields shall not have cured the reason
                  for such Cause during such thirty (30) day period.

                           (iv) "Good Reason" means a failure by the Company to
                  comply with any material provision of this Agreement which has
                  not been cured within ten (10) days after notice of such
                  noncompliance has been given by Fields to the Company.

                           (v) "Notice of Termination" means a notice which
                  shall indicate the specific termination provision in this
                  Agreement relied upon and shall set forth in reasonable detail
                  the facts and circumstances claimed to provide a basis for
                  termination under the provision so indicated. Any termination
                  of this Agreement by the Company or by Fields (other than
                  termination pursuant to subsection 6(b) hereof) shall be
                  communicated by written Notice of Termination to the other
                  party hereto.

                  (b) Termination By The Company For Cause. This Agreement may
         be terminated without breach of this Agreement for Cause, upon written
         Notice of Termination from the Company to Fields and Fields' failure to
         cure such Cause as provided in Section 6(a)(iii)(C) hereof. If this
         Agreement is terminated for Cause, the Company shall pay Fields its
         full Annual Base Fee accrued through the Determination Date, and the
         Company shall have no further obligation to Fields under this Agreement
         for other compensation or benefits accrued but unpaid prior to the
         Determination Date.

                  (c) Termination On Change of Control of the Company. This
         Agreement may be terminated without breach of this Agreement at any
         time within twelve months following a Change in Control of the Company
         at the election of Fields. If the is terminated pursuant to this
         Section 6(c) is terminated, Fields shall be entitled to receive the
         compensation, benefits and reimbursement earned or accrued by Fields
         under the terms of this Agreement prior to the Determination Date,
         including any incentive bonus. In addition, Fields shall receive as a
         severance payment the balance of Fields' compensation through the end
         of the then current term of this Agreement. Also, upon Fields'
         termination in connection with this Section 6(c), Fields shall be
         entitled to an annual bonus for the remaining period of this contract
         equal to the bonus due to Fields for the immediately preceding fiscal

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         year. This Agreement may not be terminated by the Company following a
         Change in Control of the Company without it being a breach of this
         Agreement.

                  (d) Termination by Fields. Fields may terminate this Agreement
         for Good Reason or if the health of the Executive should become
         impaired to an extent that makes continued performance of Fields duties
         hereunder hazardous to his physical or mental health or his life,
         provided that Fields shall have furnished the Company with a written
         statement from a qualified doctor to such effect and, provided further,
         that, at the Company's request, the Executive shall submit to an
         examination by a doctor selected by the Company and such doctor shall
         have concurred in the conclusion of Fields' doctor. If shall terminate
         this Agreement pursuant to this Section 6(d), Fields shall be entitled
         to receive the following:

                           (i) the compensation, benefits and reimbursement
                  earned or accrued by Fields under the terms oft his Agreement
                  prior to the Determination Date, including any incentive
                  bonus,

                           (ii) if Fields shall terminate this Agreement for
                  Good Reason consisting of the Company's material breach of
                  this Agreement, severance, including bonuses, as defined in
                  Section 6 (c) shall be due and payable to Fields.

         7.       Miscellaneous.

                  (a) Severability. If any provision of this Agreement is found
         to be unenforceable by a court of competent jurisdiction, the remaining
         provisions shall nevertheless remain in full force and effect.

                  (b) Notices. Any notice required or permitted hereunder to be
         given by either party shall be in writing and shall be delivered
         personally or sent by certified or registered mail, postage prepaid, or
         by private courier, or by facsimile or telegram to the party to the
         address the party may designate from time to time. A notice delivered
         personally shall be effective upon receipt. A notice sent by facsimile
         or telegram shall be effective 24 hours after the dispatch thereof. A
         notice delivered by mail or by private courier shall be effective on
         the 3rd day after the day of mailing.

                  (c) Attorney's Fees. In the event of any action at law or
         equity to enforce or interpret the terms of this Agreement, the
         prevailing party shall be entitled to reasonable attorneys' fees and
         court costs in addition to any other relief to which such party may be
         entitled.

                  (d) Governing Law. This Agreement shall be interpreted,
         construed, governed and enforced according to the laws of the State of
         Utah. If any provision of this Agreement is determined by a court of
         law to be illegal or unenforceable, then such provision will be
         enforced to the maximum extent possible and the other provisions will
         remain in full force and effect.

                  (e) Successors and Assigns. The rights and obligations of the
         Company under this Agreement shall inure to the benefit of and shall be
         binding upon the successors and assigns of the Company.

                  (f) Entire Agreement. This Agreement constitutes the entire
         agreement between the parties with respect to the services described
         herein. This Agreement can be amended or modified only in a writing
         signed by Fields and an authorized representative of the Company.

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<PAGE>

                  (g) Signature by Facsimile and Counterpart. This Agreement may
         be executed in counterpart, and facsimile signatures are acceptable and
         binding on the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.


"Company"                                    "Fields"

PARK CITY GROUP, INC.,                       FIELDS MANAGEMENT, INC.,
a Delaware corporation                       a Utah corporation

By:__________________________________        By:________________________________
Name: Will Dunlavy                              Name: Randall K. Fields
Title: CFO                                      Title: President

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