exhibit10_1revcragmt.htm


    
Exhibit
10.1

       

       

      U.S.
BANK NATIONAL ASSOCIATION,

      Lender

      


      and

      


      PARK
CITY GROUP, INC.,

      Borrower

      


      


      REVOLVING
CREDIT AGREEMENT

      


      


      November
24, 2008

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
of Contents

       

       

       

      
        	
                 
      

              	
                ARTICLE
      I DEFINITIONS

              


      

       

       

      
        	
                 
      

              	
                ARTICLE
      II AMOUNT AND TERMS OF LOAN

              


      

       

      
        	
                 
      

              	
                2.1

              	
                Revolving
      Loan 

              	
                 

              


      

      
        	
                 
      

              	
                2.2

              	
                Use of Loan
      Proceeds 

              	
                 

              


      

      
        	
                 
      

              	
                2.3

              	
                Initial Funding of
      Loan 

              	
                 

              


      

      
        	
                 
      

              	
                2.4

              	
                Funding in Advance of Completion
      of Merger Transaction 

              	
                 

              


      

      
        	
                 
      

              	
                2.5

              	
                Completion of Merger
      Transaction 

              	
                 

              


      

      
        	
                 
      

              	
                2.6

              	
                Credit
      Limit 

              	
                 

              


      

      
        	
                 
      

              	
                2.7

              	
                Notice and Manner of
      Borrowing 

              	
                 

              


      

      
        	
                 
      

              	
                2.8

              	
                Interest Accruals and
      Payments 

              	
                 

              


      

      
        
          	
                   
      

                	
                  2.9

                	
                  Note 

                	
                   

                
	 	2.10	Security 	 
	 	2.11 	Termination
      of Loan 	 
	 	2.12 	Late
      Fee Charges 	 
	 	2.13 	Additional
      Advances 	 


        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

       

      
        	
                 
      

              	
                ARTICLE
      III CONDITIONS PRECEDENT

              


      

       

      
        	
                 
      

              	
                3.1

              	
                Conditions Precedent to Initial
      Advance 

              	
                 

              


      

      
        	
                 
      

              	
                3.2

              	
                Conditions Precedent to
      Subsequent Advances 

              	
                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                ARTICLE
      IV REPRESENTATIONS AND WARRANTIES

              


      

       

      
        	
                 
      

              	
                4.1

              	
                Pending
      Litigation 

              	
                 

              


      

      
        	
                 
      

              	
                4.2

              	
                Title to
      Collateral 

              	
                 

              


      

      
        	
                 
      

              	
                4.3

              	
                Authority of
      Borrower 

              	
                 

              


      

      
        	
                 
      

              	
                4.4

              	
                Taxes and
      Assessments 

              	
                 

              


      

      
        	
                 
      

              	
                4.5

              	
                Financial
      Statements 

              	
                 

              


      

      
        	
                 
      

              	
                4.6

              	
                Operation of
      Business 

              	
                 

              


      

      
        	
                 
      

              	
                4.7

              	
                Labor Disputes and Acts of
      God 

              	
                 

              


      

      
        	
                 
      

              	
                4.8

              	
                Defaults and
      Violations 

              	
                 

              


      

      
        	
                 
      

              	
                4.9

              	
                No Conflicting
      Agreement 

              	
                 

              


      

       

      
        	
                 
      

              	
                ARTICLE
      V COVENANTS

              


      

       

      
        	
                 
      

              	
                5.1

              	
                Maintenance of
      Existence 

              	
                 

              


      

      
        	
                 
      

              	
                5.2

              	
                Maintenance of
      Records 

              	
                 

              


      

      
        	
                 
      

              	
                5.3

              	
                Maintenance of
      Properties 

              	
                 

              


      

      
        	
                 
      

              	
                5.4

              	
                Conduct of
      Business 

              	
                 

              


      

      
        	
                 
      

              	
                5.5

              	
                Compliance with
      Laws 

              	
                 

              


      

      
        	
                 
      

              	
                5.6

              	
                Information 

              	
                 

              


      

      
        	
                 
      

              	
                5.7

              	
                Reporting
      Requirements 

              	
                 

              


      

      
        	
                 
      

              	
                5.8

              	
                Fixed Charge
      Covenant 

              	
                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                ARTICLE
      VI NEGATIVE COVENANTS

              


      

       

      
        	
                 
      

              	
                6.1

              	
                Distributions 

              	
                 

              


      

      
        	
                 
      

              	
                6.2

              	
                Mergers,
      Etc. 

              	
                 

              


      

      
        	
                 
      

              	
                6.3

              	
                Sale of
      Assets 

              	
                 

              


      

      
        	
                 
      

              	
                6.4

              	
                Investments 

              	
                 

              


      

      
        	
                 
      

              	
                6.5

              	
                Guaranty,
      Etc. 

              	
                 

              


      

      
        	
                 
      

              	
                6.6

              	
                Transactions with
      Affiliates 

              	
                 

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VII EVENTS OF DEFAULT; REMEDIES

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Events of Default Not Requiring
      Notice 

              	 


      

      
        	
                 
      

              	
                7.2

              	
                Events of Default Requiring
      Notice 

              	 


      

      
        	
                 
      

              	
                7.3

              	
                Cross
      Default 

              	
                 

              


      

      
        	
                 
      

              	
                7.4

              	
                Notice 

              	
                 

              


      

      
        	
                 
      

              	
                7.5

              	
                Remedies 

              	
                 

              


      

      
        	
                 
      

              	
                7.6

              	
                No Remedy
      Exclusive 

              	
                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                ARTICLE
      VIII MISCELLANEOUS

              


      

       

      
        	
                 
      

              	
                8.1

              	
                Derivative
      Rights 

              	 


      

      
        	
                 
      

              	
                8.2

              	
                Amendments 

              	 


      

      
        	
                 
      

              	
                8.3

              	
                Binding
      Effect 

              	 


      

      
        	
                 
      

              	
                8.4

              	
                Waivers 

              	 


      

      
        	
                 
      

              	
                8.5

              	
                Survival 

              	 


      

      
        	
                 
      

              	
                8.6

              	
                Assignment 

              	 


      

      
        	
                 
      

              	
                8.7

              	
                Notices 

              	 


      

      
        	
                 
      

              	
                8.8

              	
                Severability 

              	 


      

      
        
          	
                   
      

                	
                  8.9

                	
                  Actions 

                	
                
	 	8.10	Participation 	 
	 	8.11 	No
      Partnership 	 
	 	8.12 	Interpretation 	 
	 	8.13 	Governing
      Law 	 
	 	8.14 	Conflicts 	 
	 	8.15 	Commissions 	 
	 	8.16 	Counterparts 	 
	 	8.17 	Attorney
      Fees 	 
	 	8.18 	Jury
      Waiver 	 
	 	8.19 	Final
      Expression 	 


        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      REVOLVING CREDIT
AGREEMENT

      


      


      THIS
REVOLVING CREDIT AGREEMENT (“Agreement”) is made and entered into effective as
of the 24 day
of November ,
2008, by and between U.S. BANK NATIONAL ASSOCIATION (“Lender”), and PARK
CITY GROUP, INC., a Nevada corporation (“Borrower”).

       

      R E C I T A L
S:

       

          A. Borrower
has applied to Lender for a revolving credit facility in the maximum line amount
of THREE MILLION DOLLARS ($3,000,000.00).

       

          B. Lender is
willing to make the loan to Borrower upon the terms, covenants and conditions
contained in this Agreement.

       

      NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements
contained in this Agreement, Borrower and Lender mutually agree as
follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      Unless
the context clearly indicates otherwise, certain terms used in this Agreement
shall have the meanings set forth below:  To the extent not defined in
this Article I, unless the context otherwise requires, all other terms contained
in this Agreement shall have the meanings attributed to them in the Utah
enactment of the Uniform Commercial Code, Chapter 9a, Title 70A, Utah Code
Annotated (1953), as amended (the “UCC”), to the extent the same are used or
defined therein.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      “Accounts” shall mean
all accounts receivable of Borrower, including proceeds thereof.

       

      “Advances” shall mean
all extensions of credit made by Lender to or for the account of Borrower under
the terms of this Agreement.

       

      “Affiliate” shall mean
an individual or an entity that, directly or indirectly, owns, controls,
manages, or that is under common ownership, control or management with, Borrower
or the Guarantor.

       

      “Assignments of Deposit
Account” shall mean the separate Assignments of Deposit Account, dated
the same date as this Agreement, executed by Borrower, Riverview and the
Guarantor in favor of Lender, by which each of them assigns to Lender its
interests as the owner of one or more deposit accounts established by them with
Lender as collateral for the Loan.

       

      “Collateral” shall
mean:  (1) the accounts and other items described in Security
Agreement, owned by Borrower and that, pursuant to the Security Agreement are
pledged to Lender to secure payment of Borrower’s obligations under the Loan;
and (2) the deposit accounts and the interest accrued thereon that are pledged
to Lender by Borrower, Riverview and the Guarantor under the terms of the
Assignments of Deposit Accounts to secure payment of Borrower’s obligations
under the Loan.

       

      “Completion of Merger
Transaction” shall be deemed to have occurred when all of the following
have been completed, to Lender’s satisfaction:  (1) Borrower shall
have received approval from the SEC and all other applicable governmental
agencies for the completion of the Merger Transaction; (2) the required waiting
period imposed by the SEC has expired; (3) the shareholders of Borrower and
Prescient have voted in favor of completion of the Merger Transaction; and (4)
Borrower has delivered to Lender a time-stamped copy of the signed Articles of
Merger filed with the Secretary of State of the State of Delaware giving effect
to the Merger Transaction.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      “Control Account”
shall mean the money market deposit bank control account established in the name
of Borrower with Lender into which certain proceeds of the Loan are to be
deposited pending Completion of the Merger Transaction.  No funds may
be withdrawn from the Control Account without the consent of
Lender.

       

      “Credit Limit” shall
mean THREE MILLION DOLLARS ($3,000,000.00), the maximum line amount of the Loan
that may be outstanding at any time.  During the term of the Loan, the
Credit Limit shall reduce, as described in Section 2.1 of this
Agreement.

       

      “Default Interest
Rate” shall mean a floating rate of interest equal to the rate of
interest specified in the Note, plus five percent (5.0%), per annum, calculated
on the basis of a three hundred sixty (360) day year for the actual number of
days elapsed.

       

      “Event of Default”
shall mean the occurrence and continuance of any of the events listed in Section
7.1 and 7.2 of this Agreement.

       

      “Guarantor” shall mean
Randall K. Fields.

       

      “Guaranty” shall mean
the Guaranty executed by the Guarantor in favor of Lender by which the Guarantor
guarantees the payment and performance of all of Borrower’s obligations under
the Loan.

       

      “Loan” shall mean the
revolving line of credit advanced by Lender to Borrower pursuant to the terms of
this Agreement in a maximum line amount equal to the Credit Limit.

       

      “Loan Documents” shall
mean the following documents executed in conjunction with and supporting this
Agreement:  the Note; the Security Agreement; the Assignments of
Deposit Accounts; Uniform Commercial Code Financing Statement; the Guaranty; and
any other documents between Lender and Borrower evidencing or securing the
Loan.  (All of the Loan Documents are incorporated herein by
reference.)

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      “Maturity Date” shall
mean __November 24____, 2010_ (the second anniversary date of this Agreement),
the date all amounts evidenced by the Note become due and payable.

       

      “Merger Transaction”
shall mean the proposed transaction under which Borrower shall either acquire
all of the issued an outstanding shares of stock of Prescient, or become the
surviving entity in a merger of Borrower and Prescient.

       

      “Note” shall mean the
Promissory Note (Revolving Line of Credit), dated the same date as this
Agreement, in the maximum principal amount of the Loan, executed by Borrower, as
maker, and payable to the order of Lender, as payee.

       

      “Prescient” shall mean
Prescient Applied Intelligence, Inc., a Delaware corporation.

       

      “Principal
Indebtedness” shall mean, at any given point in time during the term of
this Agreement, the aggregate outstanding principal balance of the Note,
together with all additional advances made by Lender with respect to the Loan
(whether pursuant to this Agreement or any of the Loan Documents), if any, and
all additional payments provided for in the Loan Documents.

       

      “Riverview” shall mean
Riverview Financial Corp., a Utah corporation, which is under common control and
management with Borrower.

       

      “Riverview Loan” shall
mean the loan in the original principal amount of ONE MILLION DOLLARS
($1,000,000.00) granted by Lender to Riverview.

       

      “SEC” shall mean the
Securities and Exchange Commission.

       

      “Security Agreement”
shall mean the Security Agreement, dated the same date as this Agreement,
executed by Borrower, as debtor, in favor of Lender, as secured party, pursuant
to which Borrower grants to Lender a security interest in the Accounts and the
other collateral described in the Security Agreement, as security for the
payment of the Loan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      “Termination Date”
shall mean _November 24__, 2010__ (the second anniversary date of this
Agreement), the date Lender’s obligations to fund Advances under this Agreement
lapses.

       

      ARTICLE
II

       

      AMOUNT AND TERMS OF
LOAN

       

      2.1 Revolving
Loan.  Lender,
upon the terms, covenants and conditions set forth in this Agreement, shall
extend to Borrower a revolving credit facility up to the maximum principal
amount of the Credit Limit.  Each Advance shall be added to the
outstanding Principal Indebtedness of the Loan.  At no time may the
aggregate outstanding Principal Indebtedness of the Loan exceed the Credit
Limit.  Borrower may draw on and utilize the available Credit Limit
during the period from the date of this Agreement up to, but not including, the
Termination Date.  Lender shall have no obligation to fund any Advance
which, when added to the outstanding Principal Indebtedness of the Loan on the
date of such request, would cause such outstanding Principal Indebtedness to
exceed the total Credit Limit, or which is made on or after the Termination
Date.  The Credit Limit shall be reduced as the principal balance of
the Loan is repaid and Borrower, or the Guarantor, obtains a release of certain
of the Collateral.  For example, if the Credit Limit were
$3,000,000.00 and Borrower reduced the outstanding principal balance of the Loan
to $2,000,000.00, and Borrower and the Guarantor requested the release of the
deposit account pledged by the Guarantor to Lender under the Guarantor’s
Assignment of Deposit Account (which account is in the minimum amount of
$1,000,000.00), the Credit Limit would be reduced by the dollar amount of the
Collateral released and the reduced Credit Limit would become
$2,000,000.00.

       

      2.2 Use of Loan
Proceeds.  The
proceeds of the Loan shall be used by Borrower as capital for Borrower’s
business, including the completion of the Merger Transaction with
Prescient.

       

      2.3 Initial Funding of
Loan.  Concurrently
with the execution of this Agreement, Lender shall make available an Advance for
the account of Borrower in the amount of up to THREE HUNDRED EIGHTEEN THOUSAND
DOLLARS ($318,000.00).

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      2.4 Funding in Advance of
Completion of Merger Transaction.  Lender
shall make an Advance in the amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($2,500,000.00) prior to the Completion of Merger Transaction, subject to the
following:

       

      (a) SEC Preliminary
Approval. Borrower shall have received a “no comment” response from the
SEC with respect to the proxy filings regarding the Merger Transaction;
and

       

      (b) Control
Account.  The proceeds of the Advance are deposited into the
Control Account.

       

      2.5 Completion of Merger
Transaction.  Provided
no Event of Default has occurred or is then continuing:

       

      (a) Release of Funds in Control
Account.  Prior to the Completion of Merger Transaction, Lender
shall release to Borrower funds necessary only for the required purchase of
outstanding shares of Prescient stock in the approximate amount of ONE MILLION
THREE HUNDRED FIFTY-SIX THOUSAND EIGHT HUNDRED FIFTY-THREE DOLLARS
($1,356,853.00), but in no event greater than ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($1,500,000.00).

       

      (b) Pay-off of Riverview
Loan.  At the Completion of Merger Transaction, Borrower shall
retire its debt to Riverview (in the approximate amount of $1,000,000.00 plus
accrued interest), and Riverview uses such payment to pay to Lender all amounts
owing to Lender under the Riverview Loan in full.

       

      (c) Releases by
Lender.  At the Completion of Merger Transaction, once the
Riverview Loan is paid in full:  (1) Lender shall permit the remaining
funds deposited into the Control Account to be released to Borrower; (2) Lender
shall release the security interests in the Accounts and the other collateral
granted under the Security Agreement; provided that Riverview and the Guarantor
have pledged to Lender, and Lender is holding under the terms of the Assignments
of Deposit Account, pledged deposits in the minimum aggregate amount of TWO
MILLION EIGHT HUNDRED EIGHTEEN THOUSAND DOLLARS ($2,818,000.00); and (3) Lender
shall terminate the Guaranty.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      2.6 Credit
Limit.  Following
the Completion of Merger Transaction, at no time shall the Credit Limit exceed
the amount of cash collateral held by Lender to secure payment of the
Loan.  Borrower may provide additional cash collateral to Lender to
increase the Credit Limit, provided that at no time shall the Credit Limit
exceed THREE MILLION DOLLARS ($3,000,000.00).

       

      2.7 Notice and Manner of
Borrowing.  After
the initial funding of the Loan, Borrower shall give Lender prior written notice
or notice by facsimile (effective upon receipt) of any Advances under this
Agreement, specifying the date and amount thereof.  Randy Fields, on
behalf of Borrower, may make a request for an Advance under this
Agreement.  In the event Lender determines to approve the requested
Advance, not later than 5:00 p.m., Park City, Utah time, on the date of such
Advance and upon fulfillment of the applicable conditions set forth in Article
III, Lender will make such Advance available to Borrower by transferring the
amount thereof to Borrower’s account or accounts with Lender designated by
Borrower.

       

      2.8 Interest Accruals and
Payments.  During
the term of the Loan, interest shall accrue on the outstanding Principal
Indebtedness and Borrower shall make payments to Lender as follows:

       

      (a) Interest
Rate.  The outstanding Principal Indebtedness shall bear
interest from the date of each Advance at the adjustable rate of interest as
described in the Note.

       

      (b) Interest Payment
Dates.  Accrued interest, computed in accordance with the
foregoing, shall be due and payable on a monthly basis, as described in the
Note.

       

      (c) Default Interest
Rate.  During any period of time in which an Event of Default
has occurred and is continuing, interest shall accrue at the Default Interest
Rate.

       

      2.9 Note.  All
Advances made by Lender pursuant to this Agreement shall be evidenced by, and
repaid with interest in accordance with, the Note.  The Note shall be
dated the date of this Agreement, shall be payable to the order of Lender and
shall mature on the Maturity Date.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      2.10 Security.  The
Loan, as evidenced by the Note, shall be secured by the following:

       

      (a) Security
Agreement.  The Note shall be secured by the Security Agreement
in form and content satisfactory to Lender.  The Security Agreement
shall be executed by Borrower, as debtor, and shall constitute a first position
security interest on and against the Accounts and the other collateral described
therein.

       

      (b) Assignments of Deposit
Account.  The Note shall also be secured by the Assignments of
Deposit Account in form and content satisfactory to Lender.  A
separate Assignment of Deposit Account shall be executed by Riverview (pledging
a deposit account in the minimum amount of $2,335,000.00), and by the Guarantor
(pledging a deposit account in the minimum amount of $483,000.00).

       

      (c) Guaranty.  The
Note shall be guaranteed by the Guarantor pursuant to the Guaranty, in form and
content satisfactory to Lender, executed by the Guarantor in favor of
Lender.

       

      (d) Set-off.  As
additional security for the payment of Borrower’s obligations to Lender under
the Loan (as described in this Agreement and the Loan Documents), Borrower
hereby grants to Lender a security interest in, a lien on and an express
contractual right to set off against all depository account balances, cash and
any other property of Borrower now or hereafter in the possession of Lender and
the right to refuse to allow withdrawals from any account.  Lender
may, at any time upon the occurrence of an Event of Default (notwithstanding any
notice requirements or grace/cure periods under this Agreement or any of the
Loan Documents) set-off against the obligations of Borrower to Lender whether or
not such obligations (including future installments) are then due or have been
accelerated, all without any advance or contemporaneous notice or demand of any
kind to Borrower, such notice and demand being expressly waived.  Any
funds on deposit with Lender held in trust for the benefit of third-parties
shall be excluded from the foregoing right of set-off.

       

      (e) Additional Security
Agreements.  Borrower shall execute and deliver to Lender such
additional security agreements and financing statements with respect to the
Collateral, as may reasonably be requested by Lender, all in form and content
satisfactory to Lender, as additional security for the Loan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.11 Termination of
Loan.  If
the Completion of Merger Transaction does not occur within five (5) days after
Lender releases from the Control Account the funds described in Section 2.5(a)
above, Lender shall have the right to repay the Loan from the remaining funds
held in the Control Account and from the deposit accounts described in the
Assignments of Deposit Account, whereupon the Loan shall terminate.

       

      2.12 Late Fee
Charges.  If
any payment required by this Agreement is not paid when due, Borrower shall pay
to Lender a late fee charge as specified in the Note.

       

      2.13 Additional
Advances

       

      .  In
the event Lender, in Lender's sole discretion, and pursuant to the provisions of
this Agreement, but without obligation, makes additional advances to or for the
account of Borrower, the sums so advanced, together with interest thereon at the
same rate as provided in the Note, shall be deemed added to the Principal
Indebtedness of the Loan on the same terms as set forth in the Note and shall be
secured by the Loan Documents.

       

      ARTICLE
III

       

      CONDITIONS
PRECEDENT

       

      3.1 Conditions Precedent to
Initial Advance.  Prior
to the funding of the initial Advance to Borrower, and as a condition precedent
to such Advance, all of the following conditions must be satisfied as determined
by Lender, in Lender’s sole discretion:

       

      (a) Authority.  Borrower
shall deliver to Lender certified copies of its organizational documents,
together with any and all amendments thereto.  Borrower shall also
provide Lender with:  (1) a certificate of good standing relating to
it issued by its state of origin; and (2) a resolution authorizing it to enter
into the transactions contemplated by this Agreement.  Such
resolutions shall designate and authorize the individual or individuals
executing the Loan Documents in behalf of Borrower to execute and deliver the
same.

       

      (b) Loan
Documents.  Borrower and the Guarantor shall execute and
deliver to Lender each of the Loan Documents requiring their
signatures.

       

      (c) Financial
Statements.  Borrower and the Guarantor shall deliver to Lender
copies of such financial statements and pro forma financial statements
concerning Borrower and the Guarantor, in form acceptable to Lender, as Lender
may request.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d) Costs.  Borrower
shall reimburse Lender for all costs incurred by Lender to secure the Loan,
including, without limitation, closing and filing costs, document preparation
fees, and attorney fees.

       

      (e) Merger
Transaction.  Borrower shall provide Lender with copies of
documentation relating to the Merger Transaction, including, but not limited to,
merger agreement, plan of merger, articles of merger, and filings with
governmental authorities.

       

      (f) Deposit
Accounts.  Borrower, Riverview and the Guarantor shall have
established the deposit accounts that are the subject of the Assignments of
Deposit Account, which accounts shall have the following minimum
balances:  (1) Riverview:  $2,335,000.00, which account
shall be funded concurrently with the initial funding of the Loan; and (2) the
Guarantor:  $483,000.00, which account shall be funded concurrently
with the initial funding of the Loan.

       

      (g) Miscellaneous
Items.  Borrower shall deliver to Lender such other items,
documents and evidences pertaining to the Loan as may reasonably be requested by
Lender or Lender’s counsel.

       

      3.2 Conditions Precedent to
Subsequent Advances.  The
obligation of Lender to make each Advance (including the first Advance following
execution of this Agreement) shall be subject to the satisfaction, as of the
date of such Advance request, of the following conditions:

       

      (a) Loan
Current.  There shall be no material default of any material
term, covenant or condition contained in this Agreement, in any of the Loan
Documents or in any other promissory note or security agreement executed by
Borrower in favor of Lender.

       

      (b) Request for
Advance.  Lender shall have received the written request for an
Advance in compliance with the requirements of Section 2.7.

       

      (c) Misrepresentation.  There
shall be no material misstatement in any material representation or warranty
made by Borrower or the Guarantor to Lender in this Agreement, in any Loan
Document or in any material information submitted to Lender pursuant to this
Agreement or any of the Loan Documents.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d) No
Default.  No Event of Default shall have occurred or be
continuing.

       

      (e) Advance
Amount.  The amount of the requested Advance(when funded) shall
not cause the outstanding balance of the Loan to exceed the then existing Credit
Limit.

       

      (f) Collateral.  All
Collateral for the Loan (less any releases of Collateral granted by Lender under
the terms of this Agreement) shall continue to be encumbered by valid liens and
securities in favor of Lender for the full amount of the Loan.

       

      ARTICLE
IV

       

      REPRESENTATIONS AND
WARRANTIES

       

      Borrower
represents and warrants to Lender as follows:

       

      4.1 Pending
Litigation.  Except
as disclosed to Lender in writing, there is no action, suit or proceeding
pending, including without limitation, condemnation proceedings, or, to the best
of Borrower’s knowledge, threatened, against or affecting Borrower, the
Guarantor or the Collateral, in any court of law or equity, or before any
governmental or quasi-governmental instrumentality, whether federal, state,
county or municipal which may result in any material adverse change in the
business prospects, profits or condition of Borrower or the
Guarantor.

       

      4.2 Title to Collateral.  Borrower
has or concurrently with the execution of this Agreement shall acquire good and
marketable title in and to the Collateral.  The Collateral is, or at
closing of the Loan shall become, free and clear of all liens and encumbrances
other than the security interests in favor of Lender granted in the Security
Agreement and the Assignments of Deposit Account.

       

      4.3 Authority of
Borrower.  Borrower
is a corporation, duly formed, validly existing and in good standing under the
laws of the State of Nevada and has qualified to do business in the State of
Utah.  Borrower possesses all requisite power and authority to enter
into this Agreement, to borrow money as contemplated hereby and to carry out the
terms, covenants and conditions of the Loan Documents.  Borrower’s
execution, delivery and performance of this Agreement and the Loan Documents
have been duly authorized and do not violate the provisions of any of its
organizational documents.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.4 Taxes and
Assessments.  No
taxes, assessments or other governmental charges upon Borrower or any of its
assets are delinquent.  The same shall be paid prior to becoming
delinquent.  However, Borrower shall have the right to contest the
same diligently and in good faith so long as Borrower’s assets do not thereby
risk being forfeited by tax sale, foreclosure upon a tax lien or
otherwise.

       

      4.5 Financial
Statements.  Any
and all financial statements previously delivered to Lender by Borrower, except
as may be disclosed in the notes thereto, accurately represent the financial
condition of Borrower and reflect accurately the assets and properties of
Borrower.  No material adverse change has occurred in the financial
condition of Borrower as reflected in the financial statements since the dates
thereof.

       

      4.6 Operation of
Business.  Borrower
possesses all licenses, permits, franchises, patents, copyrights, trademarks,
and trade names, or rights thereto, necessary to conduct its business
substantially as now conducted and as presently proposed to be conducted, and
Borrower is not in violation of any valid rights of others with respect to any
of the foregoing.

       

      4.7 Labor Disputes and Acts of
God.  Neither
the business nor the properties of Borrower or the Guarantor is affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance) materially and adversely
affecting such business or properties or the operation of their
business.

       

      4.8 Defaults and
Violations.  Borrower
is not in default or in violation with respect to any final judgment, writ,
injunction, decree or regulation of any court or any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which has jurisdiction over the property
of Borrower.

       

      4.9 No Conflicting
Agreement.  Neither
the execution and delivery of any of the Loan Documents by Borrower nor the
compliance by Borrower with the terms, covenants and conditions of the Loan
Documents will conflict with, or constitute a default under any agreement or
other instrument to which Borrower is bound.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      ARTICLE
V

       

      COVENANTS

       

      So long
as the Note remains unpaid, Borrower hereby affirmatively covenants with Lender
as follows:

       

      5.1 Maintenance of
Existence.  Borrower
shall preserve and maintain Borrower’s existence and good standing in the
jurisdiction of Borrower’s organization, and qualify and remain qualified as a
foreign corporation in each jurisdiction where Borrower is doing business or in
which such qualification is required.

       

      5.2 Maintenance of
Records.  Borrower
shall keep adequate records and books of account, in which complete entries will
be made in accordance with generally accepted accounting principles consistently
applied, reflecting all financial transactions of Borrower.

       

      5.3 Maintenance of
Properties.  Borrower
shall maintain, keep and preserve all of Borrower’s properties (tangible and
intangible) necessary or useful in the proper conduct of Borrower’s business in
good working order and condition, ordinary wear and tear excepted.

       

      5.4 Conduct of
Business.  Borrower
shall continue to engage in a business of the same general type as conducted by
it on the date of this Agreement.

       

      5.5 Compliance with
Laws.  Borrower
shall comply in all respects with all applicable laws, rules, regulations, and
orders, such compliance to include, without limitation, paying before the same
become delinquent all taxes, assessments, and governmental charges imposed upon
Borrower or on Borrower’s assets and property.

       

      5.6 Information.  Borrower
shall furnish to Lender with reasonable promptness such data and information,
financial and otherwise, concerning Borrower and the Guarantor as from time to
time may reasonably be requested by Lender for purposes of administering
compliance with this Agreement and the Loan Documents.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.7 Reporting
Requirements.  Borrower
shall furnish to Lender:

       

      (a) Quarterly Financial
Statements.  As soon as available and in any event within
forty-five (45) days after the end of fiscal quarter, company prepared balance
sheets of Borrower as of the end of such period, statements of income of
Borrower for the period commencing at the end of the previous fiscal year and
ending with the end of such period and a statement of retained earnings for the
portion of the fiscal year of Borrower ended with the last day of such period,
all in reasonable detail and stating in comparative form the respective figures
for the corresponding date and period in the previous fiscal
year.  All such reports and information shall be prepared in
accordance with generally accepted accounting principles consistently applied
and certified by the chief financial officer of Borrower (subject only to
year-end adjustments).

       

      (b) Annual Financial
Statements.  As soon as available and in any event within one
hundred twenty (120) days after the end of Borrower’s fiscal year, CPA audited
fiscal year-end financial statements of Borrower as follows:  (1) a
balance sheet as of the end of such fiscal year; (2) a statement of income and
retained earnings for such fiscal year; (3) a statement of change in financial
position for such fiscal year; and (4) a statement of retained earnings for such
fiscal year.  All such financial statements shall be in reasonable
detail, shall state in comparative form the respective figures for the
corresponding date and period in the prior fiscal year, and shall be prepared in
accordance with generally accepted accounting principles consistently applied
and certified by the chief financial officer of Borrower (subject only to
year-end adjustments).

       

      (c) Other
Report.  On request of Lender and so long as the Security
Agreement remains in place, accompanying each request for an Advance, and
monthly (within thirty (30) days after the end of each month an accounts
receivable aging report relating to the Accounts; and (2) an accounts payable
aging report relating to Borrower.

       

      (d) Tax
Returns.  Within thirty (30) days after filing and in any event
by October 31st of each
year, Borrower shall submit to Lender a copy of all federal, state and local tax
returns filed by Borrower, together with all schedules and attachments
thereto.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e) Notice of
Litigation.  Promptly after the commencement thereof, notice of
all actions, suits, and proceedings before any court or governmental department,
commission, board, bureau, agency, or instrumentality, domestic or foreign,
affecting Borrower or the Guarantor, which, if determined adversely to them,
could have a material adverse effect on the financial condition, assets,
properties, or operations of Borrower or the Guarantor.

       

      (f) Notice of Events of
Default.  As soon as possible and in any event within twenty
(20) business days after Borrower learns or is otherwise notified of the
occurrence of an Event of Default, a written notice setting forth the details of
the occurrence of such Event of Default and the action which is proposed to be
taken by Borrower with respect thereto.

       

      5.8 Fixed Charge
Covenant.  As
of the one-year anniversary of the initial funding of the Loan and thereafter,
Borrower shall maintain a fixed charge coverage ratio of no less than 1.15 to
1.00, calculated by the use of generally accepted accounting principles
consistently applied and calculated semiannually on a trailing 12-month
basis.  The fixed charge coverage ratio shall be calculated by
dividing (a) the sum of earnings before interest expense, taxes, depreciation
expense and amortization expenses (EBITDA), less cash taxes, less maintenance
capital expenditures at 50% of depreciation expense, less cash withdrawals or
cash dividends by (b) the sum of current maturing portion of non-subordinated
long-term debt and interest expense.

       

      ARTICLE
VI

       

      NEGATIVE
COVENANTS

       

      So long
as the Note remains unpaid, Borrower hereby covenants with Lender as
follows:

       

      6.1 Distributions.  Borrower
shall not: (a) declare or pay any dividends; (b) purchase, redeem, retire or
otherwise acquire for value any of Borrower’s shareholder’s interests now or
hereafter outstanding; or (c) make any distribution of assets to Borrower’s
shareholders as such, whether in cash, assets, membership interests or
obligations of Borrower, if as a result of any such dividends, distribution,
purchase, redemption, retirement or other transaction, Borrower is not in
compliance with the financial covenant stated in Section 5.8 of this
Agreement.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.2 Mergers,
Etc. Except
for the Merger Transaction, Borrower shall not merge or consolidate with, or
sell, assign, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of Borrower’s assets (whether
now owned or hereafter acquired), or acquire all or substantially all of the
assets or the business of any other entity without Lender’s prior written
approval.  In any such circumstance, Borrower shall first have: (a)
provided Lender with ninety (90) days prior written notice of such proposed
transaction; (b) submitted to Lender a business plan in form and content
reasonably satisfactory to Lender with respect to such proposed transaction; and
(c) provided Lender with a reasonable opportunity to investigate and approve the
creditworthiness of the other party or parties to the proposed
transaction.

       

      6.3 Sale of
Assets.  Borrower
shall not, without the prior written consent of Lender, sell, lease, assign,
transfer or otherwise dispose of any of Borrower’s now owned or hereafter
acquired assets or property, except:  (a) inventory disposed of in the
ordinary course of business; (b) the sale or other disposition of assets no
longer used or useful in the conduct of Borrower’s business.

       

      6.4 Investments.  Borrower
shall not, without the prior written consent of Lender, make any loan or advance
to any individual or entity, or purchase or otherwise acquire any capital stock,
assets, obligations or other securities of, make any capital contribution to, or
otherwise invest in or acquire any interest in any entity not wholly controlled
by Borrower.

       

      6.5 Guaranty,
Etc.  Borrower
shall not, without the prior written consent of Lender, assume, guarantee,
endorse or otherwise be or become directly or contingently responsible or liable
for obligations of others, except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business.

       

      6.6 Transactions with
Affiliates.  Borrower
shall not enter into any transaction including, without limitation, the
purchase, sale or exchange of assets or property or the rendering of any
service, with any Affiliate, except in the ordinary course of and pursuant to
the reasonable requirements of Borrower’s business and upon fair and reasonable
terms no less favorable to Borrower than would obtain in a comparable
arm’s-length transaction with a third-party.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      ARTICLE
VII

       

      EVENTS OF DEFAULT;
REMEDIES

       

      7.1 Events of
Default Not
Requiring Notice.  The
occurrence of any of the following events shall constitute an Event of Default
under this Agreement and the Loan Documents without the requirement of notice
from Lender to Borrower:

       

      (a) Nonpayment.  The
failure of Borrower to pay when due any principal, interest or other charge with
respect to the Principal Indebtedness, or the amount of any fee or payment
required of Borrower under this Agreement or any of the Loan
Documents.

       

      (b) Assignment.  Borrower,
without the prior written consent of Lender:  (1) assigns this
Agreement or any disbursement or advance to be made hereunder, or any interest
therein to any person or entity; (2) applies the proceeds of any disbursement of
Loan proceeds in any manner not specified and approved by Lender; or (3)
voluntarily or involuntarily conveys, transfers, assigns, mortgages, pledges or
encumbers the Collateral in any way other than as provided in this
Agreement.

       

      (c) Unauthorized Use of
Collateral.  Borrower, prior to repayment of the Loan, and
without Lender’s prior written consent, which consent will not be unreasonably
withheld or delayed, causes or permits the Collateral to be used for any purpose
other than as approved by Lender.

       

      (d) Voluntary Bankruptcy or
Insolvency.  The occurrence and continuance of any of the
following with respect to Borrower or the Guarantor:  (1) the filing
by either of them of a petition in bankruptcy or for reorganization or for an
arrangement under any bankruptcy or insolvency law or for a receiver or trustee
for any of their respective properties; (2) an assignment by either of them for
the benefit of creditors or an admission by either of them, in writing, of an
inability to pay their respective debts as they become due; or (3) the entry of
a judgment of insolvency against either of them by any state or federal court of
competent jurisdiction.

       

      (e) Misrepresentation.  Any
representation or warranty made by Borrower in connection with an application
for the Loan, or in this Agreement or any of the Loan Documents is or proves to
have been materially incorrect when made.

       

      (f) Default of
Covenants.  The occurrence and continuance of a material
default by Borrower under any material term, covenant or condition contained in
this Agreement or any of the Loan Documents, or by the Guarantor under the
Guaranty.

       

      (g) Other Events of
Default.  The occurrence of any other event or condition
described in this Agreement or the Loan Documents which states that the
occurrence thereof shall constitute an immediate Event of Default.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.2 Events of Default Requiring
Notice.  The
occurrence and continuance of any of the following events shall constitute an
Event of Default under this Agreement and the Loan Documents following written
notice from Lender to Borrower as described below:

       

      (a) Termination of
Operation.  Borrower ceases business operation or otherwise
substantially terminates any of their respective business operations material to
their ongoing existence.

       

      (b) Default under Loan
Documents.  The occurrence and continuance of an event of
default under any of the Loan Documents.

       

      (c) Security
Agreement.  If at any time after the date hereof and for any
reason:  (1) any of the Security Agreement or the Assignments of
Deposit Accounts ceases to create a valid and perfected first priority position
security interest in and to the Collateral described therein (unless voluntarily
released by Lender); (2) any of the Security Agreement or the Assignments of
Deposit Account ceases to be in full force and effect or is declared null and
void (unless voluntarily terminated by Lender); (3) the validity or
enforceability of the Security Agreement or either of the Assignments of Deposit
Account is contested by Borrower or the Guarantor (as applicable), or Borrower
or the Guarantor (as applicable) denies that it has any further liability or
obligation under the Security Agreement; (4) Borrower fails to perform any of
Borrower’s obligations under the Security Agreement or the Assignment of Deposit
Account signed by Borrower; or (5) the Guarantor fails to perform any of his
obligations under the Guaranty or the Assignment of Deposit Account signed by
the Guarantor.

       

      (d) Litigation.  The
institution of any litigation or administrative proceeding involving Borrower,
this Agreement, any of the Note, the Security Agreement or the Assignments of
Deposit Account, any of the other Loan Documents, or the Collateral which has or
may have a materially adverse effect:  (1) on the ability of Borrower
or the Guarantor to perform any of the obligations under this Agreement or any
of the Loan Documents; (2) on the ability of Borrower or the Guarantor (as
applicable) to own, operate or use the Collateral or any part thereof for the
purposes intended; or (3) on the value of the Collateral as security for the
Note; unless such proceedings shall have been terminated, dismissed or bonded
against to Lender’s reasonable satisfaction within forty-five (45) days after
the commencement thereof.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e) Involuntary Bankruptcy or
Receivership.  The occurrence and continuance of any of the
following with respect to Borrower or the Guarantor:  (1) the filing
against either of them of a petition in bankruptcy or for reorganization or for
an arrangement under any bankruptcy or insolvency law or for a receiver or
trustee for any of their respective properties which is not dismissed within
sixty (60) days; (2) the appointment of a receiver or trustee of any of their
respective properties which is not discharged within sixty (60) days; or (3) the
attachment or execution by levy against any substantial portion of any of their
respective properties which is not discharged within sixty (60)
days.

       

      (f) Default under Riverview
Loan.  The occurrence and continuance beyond any applicable
cure period of an event of default under the Riverview Loan.

       

      (g) Material Adverse
Change.  The reasonable determination by Lender that a material
adverse change has occurred in the financial condition of Borrower or the
Guarantor since delivery of the last dated financial statements to Lender, which
is not cured to Lender’s reasonable satisfaction within fifteen (15) days after
written notice to Borrower.

       

      (h) Payment
Impairment.  Any circumstance which, in the reasonable judgment
of Lender, impairs the prospect of payment of the Principal Indebtedness in full
when and as it becomes due, or otherwise causes Lender to reasonably deem itself
insecure.

       

      7.3 Cross
Default.  A
material default by Borrower under any material term, covenant or condition of
this Agreement, the Security Agreement, the Note, any other Loan Document, or
any other agreement or arrangement between Lender and Borrower, now existing or
entered into hereafter, shall constitute a default under this Agreement and all
the Loan Documents.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.4 Notice.  Unless
otherwise expressly provided by the terms of this Agreement, or the Loan
Documents, if an Event of Default shall occur, Lender shall give written notice
of such occurrence to Borrower as follows:

       

      (a) Monetary
Default.  Borrower shall not be entitled to any notice
regarding defaults with respect to regularly scheduled monthly payments of
principal and accrued interest under the Note.  However, in the event
of any other monetary default for which Borrower is given a cure period, Lender
shall give Borrower written notice of the Event of Default and Borrower shall be
given an opportunity to cure the default within the applicable cure
period.

       

      (b) Nonmonetary
Default.  In the event of a nonmonetary default for which
Borrower is given a cure period, Lender shall give Borrower written notice of
the Event of Default and Borrower shall be given an opportunity to cure the
default within the applicable cure period.  However, if the
nonmonetary default cannot reasonably be corrected within the applicable cure
period, Borrower shall have an additional thirty (30) days to remedy such
nonmonetary default if Borrower notifies Lender of the manner in which the
nonmonetary default shall be cured, and if appropriate corrective action is
instituted within the initial specified cure period and is diligently pursued
thereafter.

       

      7.5 Remedies.  If
an Event of Default shall occur and continue after any required notice and lapse
of any applicable grace period, all obligations of Lender under this Agreement,
and under the Loan Documents, at the election of Lender, shall cease and
terminate, and Lender may:  (a) declare the outstanding Principal
Indebtedness evidenced by the Note and secured by the Security Agreement, the
Assignments of Deposit Account and any other Loan Document immediately due and
payable; (b) exercise Lender’s rights with respect to the Collateral given as
security for the repayment of the Loan as described in the Security Agreement;
(c) exercise the rights of set-off described in this Agreement; (d) require that
the Guarantor perform the obligations of Borrower under all of the Loan
Documents; or (e) exercise any other right or remedy available to Lender
pursuant to any Loan Document, or as provided at law or in equity.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.6 No Remedy
Exclusive.  No
remedy conferred upon or reserved to Lender under this Agreement shall be
exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement, the Loan Documents, or now or hereafter existing at law or
in equity or by statute.  No delay or failure to exercise any right or
power accruing upon any Event of Default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed
expedient.

       

      ARTICLE
VIII

       

      MISCELLANEOUS

       

      8.1 Derivative
Rights.  The
obligation of Lender to advance the Loan proceeds to Borrower hereunder is
imposed solely and exclusively for the benefit of Borrower and no other person,
firm or corporation shall, under any circumstances, be deemed to be a
beneficiary of such condition, nor shall it have any derivative claim or action
against Lender.

       

      8.2 Amendments.  Neither
this Agreement nor any provisions hereof may be changed, waived, discharged or
terminated orally and may only be modified or amended by an instrument in
writing, signed by both Lender and Borrower.

       

      8.3 Binding
Effect.  This
Agreement shall be binding upon and shall inure to the benefit of Borrower,
Lender and their respective successors and assigns.

       

      8.4 Waivers.  The
failure by Lender or Borrower at any time or times hereafter to require strict
performance by the other of any of the undertakings, agreements or covenants
contained in this Agreement shall not waive, affect or diminish any right of
Borrower or Lender hereunder to demand strict compliance and performance
therewith.  Any waiver by Lender of any Event of Default under this
Agreement shall not waive or affect any other Event of Default hereunder,
whether such Event of Default is prior or subsequent thereto and whether of the
same or a different type. None of the undertakings, agreements or covenants of
Borrower and Lender under this Agreement shall be deemed to have been waived
unless such waiver is evidenced by an instrument in writing signed by the party
to be charged specifying such waiver.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8.5 Survival.  This
Agreement shall survive the disbursement of the Loan proceeds, and each and
every one of the obligations and undertakings of Borrower and Lender contained
herein shall be continuing obligations and undertakings and shall not cease and
terminate until all amounts which may accrue pursuant to this Agreement or any
of the Loan Documents shall have been fully paid and all obligations and
undertakings of Borrower shall have been fully discharged.

       

      8.6 Assignment.  Lender
may assign Lender's rights under the Loan Documents, in whole or in part, to any
other person, firm or corporation, provided that all provisions of this
Agreement shall continue to apply in conjunction with the Loan Documents and
provided further that Lender shall remain obligated for the disbursement of Loan
proceeds as provided in this Agreement unless Lender's assignee expressly
assumes such obligation and such assignee is reasonably acceptable to
Borrower.  In the event of such assignment by Lender, it shall be
deemed to have been made in pursuance of this Agreement and not to be a
modification hereof, and the disbursements and advances thereafter made shall be
evidenced by the Loan Documents.

       

      8.7 Notices.  Except
as otherwise provided in this Agreement or in any Loan Document, whenever Lender
or Borrower desire to give or serve any notice, demand, request or other
communication with respect to this Agreement or any other Loan Document, each
such notice shall be in writing and shall be effective only if the notice is
delivered by personal service, by nationally-recognized overnight courier, by
facsimile, or by mail, postage prepaid, addressed as follows:

       

      
        
          	
                   
      

                	
                  If
      to Lender, to:

                	
                  U.S.
      Bank National Association

                
	 	 	1514
      Park Avenue
	 	 	P.O.
      Box 680277
	 	 	Park
      City, Utah 84068
	 	 	Attn:  
      Isaac Allen
	 	 	Facsimile
      No. (435) 647-3735
	 	 	 
	 	 	 
	 	 If
      to Borrower, to:  	Park
      City Group, Inc.
	 	 	3160
      Pinebrook Road
	 	 	Park
      City, Utah 84098
	 	 	Attn: 
       Randall K. Fields
	 	 	Facsimile
      No. (435) 645-2010


        

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Any
notice delivered personally or by courier shall be deemed to have been given
when delivered.  Any notice sent by facsimile shall be presumed to
have been received on the date transmitted.  Any notice sent by mail
shall be presumed to have been received five (5) business days after deposit in
the United States mail, with postage prepaid and properly
addressed.  Any party may change its address by giving notice to the
other party of its new address in the manner provided above.

       

      8.8 Severability.  If
any term or provision of this Agreement shall, to any extent, be determined by a
court of competent jurisdiction to be void, voidable or unenforceable, such
void, voidable or unenforceable term or provision shall not affect any other
term or provision of this Agreement.

       

      8.9 Actions.  Lender
shall have the right, but not the obligation, to commence, appear in and defend
any action or proceeding which might affect Lender's security or Lender's
rights, duties or liabilities relating to the Loan, or this Agreement, or any of
the other Loan Documents.

       

      8.10 Participation.  Lender
shall have the right to sell participations in the Loan to any other persons or
entities without the consent of or notice to Borrower, provided that no such
action by Lender shall relieve Lender of Lender's obligation to fund the Loan as
and when required by this Agreement.  Lender may disclose to any
participants or prospective participants any information or other data or
material in Lender's possession relating to Borrower, the Guarantor, the
Collateral and the Loan, without the consent of or prior notice to Borrower or
the Guarantor.

       

      8.11 No
Partnership.  Nothing
contained in this Agreement or in any Loan Document shall be construed as
creating a joint venture or partnership between Borrower and
Lender.  There shall be no sharing of losses, costs and expenses
between Borrower and Lender, and Lender shall have no right of control or
supervision except as Lender may exercise Lender’s rights and remedies provided
hereunder and in the Loan Documents.

       

      8.12 Interpretation.  Whenever
the context shall require, the plural shall include the singular, the whole
shall include any part thereof, and any gender shall include both other
genders.  The article and section headings contained in this Agreement
are for purposes of reference only and shall not limit, expand or otherwise
affect the construction of any provisions hereof.

       

      8.13 Governing
Law.  This
Agreement and all matters relating hereto shall be governed by, construed and
interpreted in accordance with the laws of the State of Utah, without giving
effect to principles of conflicts of law.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8.14 Conflicts.  The
provisions of this Agreement are not intended to be superseded by the provisions
of the Loan Documents executed in conjunction with this Agreement but shall be
construed as supplemental thereto.  In the event of any inconsistency
between the provisions hereof and the Loan Documents, it is intended that this
Agreement shall control.

       

      8.15 Commissions.  No
brokerage, finder's or other fee, commission or compensation shall be paid by
Borrower or Lender in connection with the closing of the
Loan.  Borrower or Lender shall indemnify each other (including
attorney fees and costs) against any and all claims for brokerage and finder's
fees or commissions which may be asserted against the other based on the actions
or omissions of the indemnifying party.

       

      8.16 Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered, shall be deemed an original, but all such counterparts
taken together shall constitute only one instrument.

       

      8.17 Attorney
Fees.  Borrower
and Lender agree that should either of them default in any of the covenants or
agreement contained in this Agreement or any of the Loan Documents, the
defaulting party shall pay all costs and expenses, including reasonable attorney
fees and costs, incurred by the non-defaulting party to protect its rights
hereunder, regardless of whether an action is commenced or prosecuted to
judgment.  In addition, Borrower hereby consents to the jurisdiction
of the courts of the State of Utah and to venue in Salt Lake County, Utah as the
proper forum and venue for resolution of disputes under this Agreement or any of
the Loan Documents.

       

      8.18 Jury
Waiver.  BORROWER
AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN
DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE
OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER
AND LENDER EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY
AND VOLUNTARILY GIVEN.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8.19 Final
Expression.  THIS
AGREEMENT AND THE LOAN DOCUMENTS ARE THE FINAL EXPRESSION OF THE AGREEMENT AND
UNDERSTANDING OF LENDER AND BORROWER WITH RESPECT TO THE LOAN AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.

       

      DATED
effective as of the date first above written.

      


      
        	
                 
      

              	
                LENDER:

              


      

      


      
        
          	
                   
      

                	
                  U.S.
      BANK NATIONAL ASSOCIATION

                
	 	 
	 	By: /s/Isaac
      Allen
	 	    
      Title:   Relationship
Manager


        

      

       

      
        
        

      

      
        
        

      

      
 

      
        
          	
                   
      

                	
                  BORROWER:

                
	 	 
	 	PARK
      CITY GROUP, INC., a Nevada corporation
	 	 
	 	By: /s/ Randall
      Fields
	 	      RANDALL
      K. FIELDS, CEO