exhibit10_3securityagmt.htm


    
Exhibit
10.3

      SECURITY
AGREEMENT

      


      


      THIS
SECURITY AGREEMENT (“Agreement”), is made and entered into effective as of the
_24th_ day of _November_, 2008, by and between PARK CITY GROUP, INC., a Nevada
corporation (“Debtor”), and U.S. BANK NATIONAL ASSOCIATION (“Secured
Party”).

       

      R E C I T A L
S:

       

      A. Debtor
has applied to Secured Party for a revolving line of credit (the “Loan”) in the
maximum line amount of THREE MILLION DOLLARS ($3,000,000.00).

       

      B. Secured
Party has committed to make the Loan, conditioned in part, upon the security
provided in this Agreement.

       

      NOW,
THEREFORE, in consideration of Secured Party making the Loan to Debtor, and for
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, Secured Party and Debtor 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.

       

      “Collateral” means all
of the following items of personal property now owned or hereafter acquired by
Debtor:  (1) accounts and all cash and noncash proceeds thereof; and
(2) the deposit accounts and the interest accrued thereon that are pledged to
Lender by Borrower, Riverview and the Guarantor (as those terms are defined in
the Loan Agreement) under the terms of the Assignments of Deposit Accounts
executed and delivered by Riverview and the Guarantor in favor of Lender to
secure payment of Borrower’s obligations under the Loan.

       

      “Event of Default”
means the occurrence and continuance of any of the events specified in Section
5.1 of this Agreement.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Loan Agreement” means
the Revolving Credit Agreement, dated the same date as this Agreement, between
Secured Party, as lender, and Debtor, as borrower, pursuant to which Lender
agrees to advance the Loan to Debtor.

       

      “Loan Documents” means
this Agreement, the Loan Agreement, the Note, the Guaranty executed in favor of
Secured Party, Uniform Commercial Code Financing Statements and all other
documents evidencing or securing the Loan as described in the Loan
Agreement.

       

      “Note” means the
Promissory Note (Revolving Line of Credit), dated the same date as this
Agreement, in the maximum line amount of THREE MILLION DOLLARS ($3,000,000.00),
executed by Debtor, as maker, in favor of Secured Party, as payee, to evidence
Debtor’s obligations under the Loan.

       

      “Obligations”
means:  (1) all indebtedness, obligations and liabilities of Debtor or
others to Secured Party of every kind and description, arising out of or in any
manner connected with the Loan, as evidenced and secured by any of the Loan
Documents, whether direct or indirect, secured or unsecured, joint or several,
absolute or contingent, due or to become due, whether for payment or
performance, now existing or hereafter arising, regardless of how the same arise
or by what instrument, agreement or account they may be evidenced, or whether
evidenced by any instrument, agreement or account, including, without
limitation, all loans (including any loan by renewal or extension); (2) all
interest, taxes, fees, charges, expenses and attorney fees chargeable to Debtor
or incurred by Secured Party under this Agreement or any of the Loan Documents;
(3) the repayment of all amounts that Secured Party may advance or spend to
maintain or preserve any of the Collateral; (4) all amounts owed under any
modification, renewal or extension of any of the foregoing obligations; and (5)
any of the foregoing that arises after the filing of a petition in, by or
against Debtor under the Bankruptcy Code, even if the obligations do not accrue
because of the automatic stay under Bankruptcy Code § 362 or
otherwise.

       

      ARTICLE
II

       

      GRANT OF AND PERFECTION OF
SECURITY INTEREST

       

      2.1 Grant of Security
Interest.  Debtor hereby pledges, assigns and transfers to
Secured Party, and grants to Secured Party, a continuing security interest in
and to all of the Collateral, to secure the payment and performance of the
Obligations and each and every obligation, liability and undertaking of Debtor
or others under the Loan Documents, together with all subsequent advances made,
expenditures authorized and additional payments provided for in the Loan
Documents.

       

      2.2 Perfection of Security
Interest.  In connection with the perfection of the security
interests granted in this Agreement:

       

      (a) Debtor
authorizes Secured Party to file a financing statement describing the Collateral
and any continuation statements necessary to maintain perfection of Secured
Party’s security interests hereunder;

       

      (b) Debtor
shall have possession of the Collateral, except where expressly otherwise
provided in this Agreement or where Secured Party chooses to perfect Secured
Party’s security interest by taking possession of the Collateral, in addition to
the filing of a financing statement; and

       

      (c) Where the
Collateral is in possession of a third party, Debtor will join with Secured
Party in notifying the third party of Secured Party’s security interest and
obtaining an acknowledgment from the third party that it is holding the
Collateral for the benefit of Secured Party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
III

       

      REPRESENTATIONS AND
WARRANTIES

       

      Debtor
hereby represents and warrants to Secured Party as follows:

       

      3.1 Ownership,
Authority.  Except as otherwise disclosed to Secured Party in
writing prior to the date of this Agreement, Debtor is, or upon acquisition
thereof shall become, the owner of the Collateral.  Debtor possesses
all requisite power and authority to execute and deliver this Agreement and to
grant to Secured Party a valid security interest in the Collateral as provided
in this Agreement.

       

      3.2 No Other Security
Interests.  Except as otherwise disclosed to Secured Party in
writing prior to the date of this Agreement, no financing statement covering the
Collateral, or any portion thereof, has been filed with any filing officer, and
the Collateral is free from any adverse liens, security interests, rights of
setoff, claims or encumbrances of any kind.

       

      3.3 Loan Documents
Binding.  This Agreement and the other Loan Documents requiring
the signature of Debtor have been duly authorized, executed, acknowledged and
delivered, as appropriate, by Debtor.  This Agreement and the other
Loan Documents constitute valid and legally binding obligations of
Debtor.

       

      3.4 Tradenames, Name Changes,
Mergers.  Except as previously disclosed to Secured Party in
writing, Debtor utilizes no tradenames in the conduct of Debtor’s business, has
not changed its name, been the surviving entity in a merger, or acquired all or
substantially all of the assets of any other business.

       

      3.5 Information
Accurate.  All information, including the name of Debtor, type
of organization, jurisdiction of organization, chief executive office, and (for
individuals only) principal residence are as set forth in the Article 9
Certificate executed by Debtor and delivered to Secured Party in connection with
the Loan and are true and correct on the date of this Agreement.

       

      3.6 Accounts.  Each
account and general intangible included in the Collateral is genuine and
enforceable in accordance with its terms and no such account or general
intangible is subject to any claim for credit, allowance or adjustment by any
account debtor or any setoff, defense or counterclaim.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.7 No Misrepresentations or
Omissions.  No representation, warranty or statement by Debtor
contained in this Agreement or in any of the other Loan Documents contains, or
at the time of delivery shall contain, any untrue statement of material fact, or
omits, or shall omit at the time of delivery, to state a material fact necessary
to make it not misleading.

       

      ARTICLE
IV

       

      GENERAL
COVENANTS

       

      4.1 No Further
Encumbrances.  Debtor shall not further mortgage, pledge, grant
or permit to exist a security interest in, or lien or encumbrance on, any of the
Collateral, without the prior written consent of Secured Party.

       

      4.2 Right to
Inspect.  Debtor shall permit Secured Party, through Secured
Party’s authorized attorneys, accountants and representatives, at all reasonable
times, to inspect and examine the Collateral and the books, accounts, records
and ledgers of every kind and description of Debtor pertaining to the
Collateral.

       

      4.3 Payment of Obligations and
Preservation of Rights.  Debtor shall pay the Obligations, and
all principal, interest, costs, expenses and other sums associated therewith, as
and when they become due.  In addition, Debtor shall take all
necessary steps to preserve its rights against all parties with respect to all
of the Collateral.  In the event Debtor fails to make any payments
required or which Secured Party reasonably deems advisable to protect, maintain
or preserve the Collateral, or Secured Party’s security interest therein,
Secured Party may, but shall not be obligated to, advance funds for the
same.  Any such advances, including, without limitation, reasonable
attorney fees and costs incurred by Secured Party, shall be part of the
Obligations and shall be immediately payable with interest thereon from the date
advanced by Secured Party at the then current rate under the Note, if the Loan
is not otherwise in default.  After a default under the Loan, interest
shall accrue on any such advance at the default rate of interest specified in
the Note.

       

      4.4 Payment of Taxes and
Assessments.  Debtor shall pay or deposit promptly when due all
sales, use, excise, personal property, income, withholding, franchise and other
taxes, assessments and governmental charges upon or relating to Debtor’s
ownership or use of any of the Collateral, and shall, upon demand by Secured
Party, submit to Secured Party evidence satisfactory to Secured Party that such
payments or deposits have been made.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.5 Further
Assurances.  Debtor shall at any time and from time to time
upon request of Secured Party, execute and deliver to Secured Party, in form and
substance satisfactory to Secured Party, such documents as Secured Party shall
deem necessary to perfect or maintain perfected the security interest of Secured
Party in the Collateral, or which may be necessary to comply with the provisions
of the law of the State of Utah or the law of any other jurisdiction in which
Debtor may then be conducting Debtor’s business or in which any of the
Collateral may be located.

       

      4.6 Licenses and
Permits.  Debtor shall keep in effect all licenses, permits and
franchises required by law or contract relating to Debtor’s business, property
or the Collateral, and shall pay when due all fees and other charges pertaining
thereto.

       

      4.7 Waste and
Misuse.  Debtor shall not waste or destroy the Collateral or
any part thereof or any document or record evidencing the same.  In
addition, Debtor shall not misuse, cancel or in any way use or dispose of any of
the Collateral unlawfully or contrary to the provisions of this
Agreement.

       

      4.8 Evidence of
Title.  Upon demand by Secured Party, Debtor shall deliver to
Secured Party any and all evidence of title to any and all of the
Collateral.

       

      4.9 No Disposition of
Collateral.  Secured Party does not authorize and Debtor shall
not:  (a) sell or lease any of the Collateral, other than in the
normal course of business; (b) license any of the Collateral; or (c) grant any
other security interest in any of the Collateral.

       

      ARTICLE
V

       

      EVENTS OF DEFAULT AND
REMEDIES

       

      5.1 Events of
Default.  The occurrence and continuance of any of the
following shall constitute an Event of Default under this
Agreement:

       

      (a) The
occurrence and continuance of an event of default, as defined in the Loan
Agreement.

       

      (b) Except in
the ordinary course of business, any material deterioration or impairment of any
of the Collateral or any material decline or depreciation in the market value
thereof (other than such deterioration, impairment, decline or depreciation as
is caused by normal use or the passage of time) which, in the reasonable
judgment of Secured Party, causes the value or character of the Collateral to
become substantially insufficient as security for the Obligations.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c) The
transfer by Debtor of any interest in any part of the Collateral without the
prior written consent of Secured Party, except in the ordinary course of
business.

       

      (d) The
taking of possession of any substantial part of the property of Debtor at the
instance of any governmental authority.

       

      (e) Any
warranty, representation or statement made by Debtor in this Agreement or made
or furnished to Secured Party by or on behalf of Debtor in connection with this
Agreement proves to be or to have been false in any material respect when made
or furnished.

       

      (f) The
breach by Debtor of any covenant made by Debtor in this Agreement.

       

      5.2 Notice.  Unless
otherwise expressly provided by the terms of this Agreement, or the other Loan
Documents, if an Event of Default shall occur, Secured Party shall give written
notice of such occurrence to Debtor in the manner described in Section 6.8 of
this Agreement.

       

      5.3 Remedies.  In
the event that any Event of Default shall occur and continue after any required
notice and lapse of any applicable grace period, all of the obligations of
Secured Party under this Agreement and the other Loan Documents shall cease and
terminate, and Secured Party, shall have the following remedies:

       

      (a) Secured
Party may declare the Obligations immediately due and payable, without further
notice, protest, presentment or demand, all of which are hereby expressly waived
by Debtor.

       

      (b) Upon the
occurrence and continuance of any Event of Default, Secured Party shall have the
right to pursue any of the following remedies separately, successively or
simultaneously:

       

      (1) File suit
and obtain judgment against Debtor.  In conjunction with any such
action, Secured Party may seek any ancillary remedies provided by law, including
levy of attachment and garnishment against the Collateral.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (2) Take
possession of any Collateral not then in Secured Party’s possession without
demand and without legal process.  Upon Secured Party’s demand, Debtor
shall assemble and make the Collateral available to Secured Party as Secured
Party may direct.  Debtor grants to Secured Party the right, for this
purpose, to enter into or on any premises where the Collateral may be
located.

       

      (3) Without
taking possession of the Collateral, sell, lease or otherwise dispose of the
Collateral at public or private sale in accordance with the UCC.

       

      (4) Pursue
any remedy available to Secured Party under the terms of the Term Loan
Documents.

       

      (c) For
purposes of this Section 5.3, Debtor hereby appoints Secured Party as Debtor’s
true and lawful attorney-in-fact, coupled with an interest, with power
to:

       

      (1) Endorse
the name of Debtor upon any instruments of payment, including, without
limitation, payments made under any policy of insurance, that may come into
possession of Secured Party in full or in part payment of any of the
Obligations;

       

      (2) At
Secured Party’s option, take such action as deemed necessary by Secured Party to
cure a default by Debtor or to enforce Debtor’s rights under any document or
agreement affecting Debtor’s right, title and interest in and to the Collateral,
whether superior or inferior to Secured Party’s security interest therein;
and

       

      (3) Sell,
assign, sue for, collect or compromise payment of all or any part of the
Collateral in the name of Debtor or in the name of Secured Party or make any
other disposition of Collateral, or any part thereof, which disposition may be
for cash, credit or any combination thereof.

       

      For
purposes of the foregoing, Debtor hereby grants to Secured Party as Debtor’s
attorney-in-fact, full power to do any and all things necessary to be done in
and about the premises as fully and effectively as Debtor might or could do but
for this appointment.  In addition, Debtor hereby grants to Secured
Party as Debtor’s attorney-in-fact, full power to do any and all things
necessary to be done in and about the premises as fully and effectively as
Debtor might or could do but for this appointment.  This power of
attorney shall be irrevocable so long as any of the Obligations remains
outstanding.

       

      (d) Secured
Party shall have, in addition to any other rights and remedies contained in this
Agreement and any of the other Loan Documents, all of the rights and remedies of
a secured party under the UCC in force as of the date of this Agreement or as
the same may be amended hereafter, all of which rights and remedies shall be
cumulative and nonexclusive, to the extent permitted by law.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.4 Disposition of
Collateral.  Any disposition of the Collateral following the
occurrence and continuance of an Event of Default shall be subject to the
following:

       

      (a) Secured
Party shall give Debtor such notice of any private or public sale as may be
required by the UCC.  The requirements of commercially reasonable
notice shall be met if notice is sent to Debtor at least ten (10) days before
the time of the intended sale or disposition.

       

      (b) Secured
Party has no obligation to clean-up or otherwise prepare the Collateral for
sale.

       

      (c) Secured
Party shall not be required to attempt to satisfy the Obligations by collecting
them from any other person liable for them and Secured Party may release, modify
or waive any collateral provided by any other person to secure any of the
Obligations, all without affecting Secured Party’s rights against
Debtor.  Debtor waives any right Debtor may have to require Secured
Party to pursue any third person for any of the Obligations.

       

      (d) Secured
Party may comply with any applicable state or federal requirements in connection
with a disposition of the Collateral and compliance will not be considered
adversely to affect the commercial reasonableness of any disposition of the
Collateral.

       

      (e) In the
event Secured Party purchases any of the Collateral, Secured Party may pay for
the Collateral by crediting some or all of the Obligations of Debtor against the
purchase price.

       

      (f) Secured
Party shall not be required to marshal any assets in favor of Debtor, or against
or in payment of the Note, any of the other Obligations or any other obligation
owed to Secured Party by Debtor or by any other person.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      ARTICLE
VI

       

      MISCELLANEOUS

       

      6.1 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 Secured Party and Debtor.

       

      6.2 Binding
Effect.  This Agreement shall be binding upon Debtor and
Debtor’s successors and assigns.  This Agreement shall inure to the
benefit of Secured Party, and Secured Party’s successors and
assigns.

       

      6.3 Waivers.  The
failure at any time or times hereafter by Secured Party to require strict
performance by Debtor of any of the undertakings, agreements or covenants
contained in this Agreement shall not waive, affect or diminish any right of
Secured Party hereunder to demand strict compliance and performance
therewith.  Any waiver by Secured Party 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 Debtor under this Agreement shall be deemed to have been waived by
Secured Party, unless such waiver is evidenced by an instrument in writing
signed by an authorized officer or official of Secured Party and directed to
Debtor specifying such waiver.

       

      6.4 Indemnification.  Debtor
shall indemnify and hold Secured Party harmless from and against any and all
liabilities, losses, costs, damages or expenses which might be incurred pursuant
to or because of the Collateral or by reason of this Agreement and from any and
all claims whatsoever (other than Secured Party’s own negligence or willful
misconduct) which may be asserted against Secured Party by reason of any alleged
obligations or undertakings of Secured Party to perform or discharge any of the
terms, covenants or agreements contained in this Agreement.  Should
Secured Party incur any such liability pursuant to or because of the Collateral
or under or by reason of this Agreement or in defense of any such claims or
demands, the amounts thereof, including costs, expenses and reasonable attorney
fees, shall be secured hereby and Debtor shall reimburse Secured Party therefor
immediately upon demand.

       

      6.5 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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.6 Actions.  Secured
Party shall have the right, but not the obligation, to commence, appear in and
defend any action or proceeding which might affect Secured Party’s security,
rights, duties or liabilities relating to the Property or this
Agreement.

       

      6.7 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.

       

      6.8 Notices.  Except
as otherwise provided in this Agreement or in any Loan Document, whenever
Secured Party or Debtor 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
Secured Party,
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
Debtor,
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.

       

      6.9 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 laws.

       

      6.10 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.

       

      6.11 Termination.  This
Agreement shall terminate upon the full and complete performance and
satisfaction by Debtor of all of the Obligations.

       

      DATED
effective as of the date first above written.

       

      
        	
                 
      

              	
                DEBTOR:

              


      

      


      
        
          	
                   
      

                	
                  PARK
      CITY GROUP, INC., a Nevada corporation

                
	 	 
	 	By:  /s/
      Randall Fields
	 	  
         RANDALL K. FIELDS, CEO
	 	 
	 	 
	 	      
                  SECURED
      PARTY:

                
	 	 
	 	U.S.
      BANK NATIONAL ASSOCIATION
	 	 
	 	By:  /s/ Isaac
      Allen
	 	    
       Title:  Relationship Manager