exhibit10_2promnote.htm


    
Exhibit
10.2

      PROMISSORY
NOTE

      (Revolving
Line of Credit)

       

      
        
          	$3,000,000.00	  November
      24, 2008


        

         

      

      


      FOR VALUE
RECEIVED, the undersigned, PARK CITY GROUP, INC., a Nevada corporation
(“Borrower”), promises to pay to the order of U.S. BANK NATIONAL
ASSOCIATION (“Lender”), at 170 South Main, Suite 600, Salt Lake City, Utah
84101, or at such other place as Lender may from time to time designate, the
principal sum of THREE MILLION DOLLARS ($3,000,000.00), or the aggregate unpaid
principal amount of all advances made by Lender to Borrower under the terms of
this Note, together with all subsequent advances made, expenditures authorized
and additional payments provided for in this Promissory Note, and in any of the
Loan Documents (defined below).

       

      1. Definitions.  Capitalized
terms used in this Note without definition shall have the meaning assigned to
such terms in the Loan Agreement.  As used in this Note, the following
terms shall have the meanings set forth below:

       

      “Advances”
means all extensions of credit made by Lender to Borrower under the terms of the
Loan Agreement.

       

      “Assignments
of Deposit Account” means the separate Assignments of Deposit Account, dated the
same date as this Note, executed by Borrower, Riverview Financial Corp., a
California corporation, and the Guarantor in favor of Lender.

       

      “Credit
Limit” means THREE MILLION DOLLARS ($3,000,000.00), the maximum principal amount
of the Loan that may be outstanding at any time.  The Credit Limit
shall reduce over the term of the Loan, as described in the Loan
Agreement.

       

      “Guarantor”
means Randall K. Fields.

       

      “Loan”
means the revolving line of credit facility advanced by Lender to Borrower under
the terms and conditions of the Loan Agreement, in a maximum principal amount
equal to the Credit Limit.

       

      “Loan
Agreement” means the Revolving Credit Agreement, dated the same date as this
Note, executed by Lender and Borrower.  The Loan Agreement governs the
terms of the Loan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      “Loan
Documents” means the following documents entered into in favor of Lender in
conjunction with this Note:  the Loan Agreement, the Security
Agreement, the Assignments of Deposit Account, the Uniform Commercial Code
Financing Statement, the Guaranty (as defined in the Loan Agreement), and any
other instruments or documents evidencing or securing the Loan.

       

      “Note”
means this Promissory Note (Revolving Line of Credit), and any extensions,
renewals or modifications of this Note.

       

      “Principal
Indebtedness” means at any time and from time to time during the term of this
Note all Advances, disbursements, expenditures and payments made by Lender after
the date of this Note pursuant to the terms of this Note or any of the Loan
Documents.

       

      “Security
Agreement” means the Security Agreement, dated the same date as this Note,
executed by Borrower, as debtor, in favor of Lender, as secured
party.

       

      “Termination
Date” means _____________, 2010.  On the Termination Date, Lender’s
obligations to fund Advances under the Loan Agreement shall lapse.

       

      2. Advances.  This
Note is given by Borrower to Lender to evidence Borrower’s obligations to repay
the proceeds of all Advances made by Lender to Borrower.  Lender’s
records of all Advances made to Borrower pursuant to the Loan Agreement and all
payments of principal amounts in respect of such Advances shall, in the absence
of manifest error, be conclusive as to the outstanding principal amount of all
Advances and the outstanding Principal Indebtedness under this
Note.

       

      3. Revolving
Credit.  Lender, upon the terms, covenants, and conditions set
forth in the Loan Agreement, shall extend to Borrower a revolving line of credit
facility up to a maximum outstanding principal indebtedness equal to the Credit
Limit (which shall reduce over the term of the Loan, as described in the Loan
Agreement).  Borrower may draw on and utilize  amounts
available under the Credit Limit during the period from the date of this Note up
to, but not including, the Termination Date on the terms and subject to the
conditions specified in the Loan Agreement.

       

      4. Interest.  The
unpaid principal balance will bear interest at an annual rate of
7.26%.  Interest shall be calculated on the basis of a year consisting
of three hundred sixty (360) days based on the actual number of days
elapsed.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5. Payments.

       

      (a) Interest
is payable beginning _January 15__, 2009__, and on the same date of each
consecutive month thereafter (except that if a given month does not have such a
date, the last day of such month), plus a final interest payment with the final
payment of principal.

       

      (b) Principal
is payable on _November 24__, 2010, the maturity date.

       

      6. Security.  This
Note is secured by the Security Agreement, the Assignments of Deposit Accounts
and the other Loan Documents.

       

      7. Notice and Manner of
Borrowing.  Borrower shall notify Lender in writing of
Borrower’s intent to obtain an Advance as required by the terms of the Loan
Agreement. Provided all conditions precedent to the making of an Advance under
the terms of the Loan Agreement have been satisfied or waived by Lender, Lender
shall make the proceeds of the Advance available to Borrower, as provided in the
Loan Agreement.

       

      8. Late
Payments.  If any payment to be paid by Borrower under the
terms of this Note is not received by Lender within ten (10) days after such
installment is due, Borrower shall pay to Lender a late payment charge equal to
five percent (5.0%) of such late payment.

       

      9. Application of
Payments.  All payments on this Note shall, at the option of
Lender, be applied first to the payment of accrued interest and after all such
interest has been paid, any remainder shall be applied to satisfy any
outstanding late charges or other advances made by Lender to protect its
security for the repayment of the Loan, and the balance, if any, towards the
reduction of principal.

       

      10. Prepayment.  This
Note may be prepaid in full or in part at any time without
indemnity.  Prepayments of less than all the outstanding principal
amount of this Note shall be applied upon principal payments in the inverse
order of their maturities.

       

      11. Governing
Law.  This Note is to be construed in accordance with the laws
of the State of Utah, without giving effect to principles of conflicts of
laws.

       

      DATED
effective as of the date first above written.

       

      
        	
                 
      

              	
                BORROWER:

              


      

      


      
        
          	
                   
      

                	
                  PARK
      CITY GROUP, INC., a Nevada corporation

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