<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>15
<FILENAME>exb_99-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") is entered into by and between Park
City Group,  Inc., a Delaware  corporation (the "Company") and Randall K. Fields
("Employee"), effective January 1, 2001.

                                    Recitals:

         A.    Employee  is the  President  and Chief  Executive  Officer of the
               Company.

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

         C.    This  Agreement  is  entered  into  as a term  and  condition  of
               Employee's employment with the Company.

                                   Agreements:

     Now,  Therefore,  in  consideration  of the mutual  covenants  and promises
contained in, and the mutual benefits to be derived from this Agreement, and for
other  good and  valuable  consideration,  the  Company  and  Employee  agree as
follows:

         1.    Employment.

               The Company hereby employs Employee,  and Employee hereby accepts
               such employment, on the terms and conditions of this Agreement.

         2.     Term of the Employment.

               The  employment  of Employee by the Company  will  commence as of
               January  1,  2001 and end on the fifth  anniversary  of such date
               (the "Initial Term"),  unless sooner  terminated  pursuant to the
               terms hereof or extended at the sole  discretion of the Company's
               Board of  Directors.  The Initial Term and any  subsequent  terms
               will automatically  renew for additional one year periods unless,
               six months  prior to the  expiration  of the then  current  term,
               either  party gives notice to the other that the  Agreement  will
               not renew for an  additional  term.  In the event of such written
               notice being timely  provided by the Company,  Employee shall not
               be  required  to perform  any  responsibilities  or duties to the
               Company during the final two months of the then-existing term. In
               such event, the Company will remain obligated to Employee for all
               compensation  and  other  benefits  set forth  herein  and in any
               written modifications hereto.

         3.    Duties.

               (a)  General Duties.  Employee shall be employed as President and
                    Chief Executive Officer of the Company,  and shall have such
                    duties,  responsibilities and obligations as are established
                    by the Bylaws of the  Company or are  generally  required of
                    persons  employed in similar  positions.  This shall include
                    full executive  powers of these positions over all operating
                    and  financial  officers,  the  authority  to hire  and fire
                    officers and other employees,  and to authorize expenditures
                    of money for corporate purposes, subject to the right of the
                    Board of Directors  to impose  reasonable  restrictions  and
                    requirements.

               (b)  Performance.  To the  best of his  ability  and  experience,
                    Employee  will  at all  times  loyally  and  conscientiously
                    perform all duties, and discharge all  responsibilities  and
                    obligations,  required  of  and  from  him  pursuant  to the
                    express and implicit  terms  hereof,  and to the  reasonable
                    satisfaction of the Company.  Employee shall devote his full
                    time,  energy,  skill and  attention  to the business of the
                    Company,  and the  Company  shall be  entitled to all of the
                    benefits  and profits  arising  from or incident to all such
                    work,  services,  and  advice of  Employee  rendered  to the
                    Company.

               (c)  Company  Directorship.  Employee  shall  be  elected  to the
                    position of director and shall serve on the Company's  Board
                    of Directors during his term of employment as Chairman.


<PAGE>

               (d)  Other  Directorships and Businesses.  During the term of his
                    Employment, Employee may serve on the boards of directors or
                    on  advisory  boards of other  companies  or engage in other
                    business  relationships,  so long as such  service  does not
                    interfere or conflict  with the  performance  of  Employee's
                    duties  hereunder,  and provided  further that Employee will
                    not serve on the boards of directors  or on advisory  boards
                    of companies which are direct competitors of the Company.

              (e)   Outside Activities. Nothing in this Agreement shall prohibit
                    Employee  from   directing  his  personal   investments   or
                    accepting  speaking or presentation  engagements in exchange
                    for honoraria,  or from rendering services to, or serving on
                    boards  of,  charitable  organizations,   so  long  as  such
                    activities do not interfere or conflict with the performance
                    of Employee's duties hereunder.

         4.   Compensation and Benefits.

              (a)   Salary.  The  Company  shall pay to  Employee an annual base
                    salary of $350,000  ("Annual Base Salary").  The Annual Base
                    Salary,  which shall be pro-rated for any partial employment
                    period,  will be payable in equal bi-weekly  installments or
                    at  such  other  intervals  as may be  established  for  the
                    Company's  customary payroll  schedule,  less all applicable
                    federal,   state  and  local  income  and   employment   tax
                    withholdings  required by law.  The Annual Base Salary shall
                    be  subject  to a cost of  living  increase  of 5%  annually
                    commencing on January 1, 2002. In addition,  the Annual Base
                    Salary shall be subject to annual  review and  adjustment by
                    the Board of Directors or any appropriate  committee thereof
                    in its sole discretion,  provided,  however, that Employee's
                    Annual  Salary may not be reduced below the amount in effect
                    at the  inception  of this  Agreement,  as  adjusted  by the
                    applicable cost of living increase.

              (b)   Company Vehicle. The Company shall provide the Employee with
                    a company vehicle. The cost of such vehicle shall not exceed
                    $1,000.00 per month plus applicable deposits if purchased on
                    a  monthly  installment  contract  or leased  pursuant  to a
                    operating  lease.  The  Company  shall  also pay  reasonable
                    operating  costs  of  such  vehicle  to  include  insurance,
                    registration and taxes, maintenance,  fuel and other related
                    costs.

              (c)   Other Benefits.  The Company  acknowledges that the Employee
                    conducts a considerable  amount of business  activities from
                    Employee's  personal  residence.  Accordingly,  the  Company
                    shall  pay  all  costs,  charges  and  fees  related  to the
                    installation and maintenance of a telephone line and system,
                    and a  wide  area  network  and/or  a  high  speed  internet
                    connection at the  Employee's  residence.  In addition,  the
                    Company  shall also provide the Employee with a computer and
                    any other  equipment  deemed  necessary  for the Employee to
                    conduct   necessary   business   activities  from  Employees
                    personal residence.

                    The Company also acknowledges  that the Employee's  business
                    assistant  performs  limited  personal  accounting and other
                    services for the  Employee.  The Company  hereby  authorizes
                    such activities so long as they do not materially  interfere
                    with said assistant's other Company responsibilities. Should
                    Employee retain someone else to perform personal  accounting
                    services, the Company shall bear the cost of such services.

              (d)   Benefit and Stock Option Plans.  Employee  shall be entitled
                    to participate,  to the extent of Employee's eligibility, in
                    any employee  benefit and stock option plans made  available
                    by the  Company  to its  employees  during  the term of this
                    Agreement. In addition, at no cost to Employee, Company will
                    provide  Employee,  and his immediate  family members living
                    with him,  coverage under a health and dental insurance plan
                    during the term of Employee's  employment and any applicable
                    COBRA coverage period.



<PAGE>



              (e)   Vacations, Holidays, etc. Employee shall have four (4) weeks
                    paid  vacation  and  twelve  (12) days  personal/sick  leave
                    during  each  year  he is  employed.  Any of the  Employee's
                    accrued  and unused  vacation  and sick days at the end of a
                    calendar  year  (December  31) shall be paid to the Employee
                    within 30 days of the end of the calendar  year.  Any unpaid
                    accrued  vacation and sick days  outstanding  as of December
                    31,  2000  that  has not  been  paid as of the  date of this
                    agreement  shall be paid to the  Employee no later than June
                    15, 2001.

              (f)   Indemnification;  D&O Insurance. The Company shall indemnify
                    the  Employee  to the extent of and in  accordance  with the
                    Indemnity  Agreement  attached as Exhibit  "A"  hereto,  and
                    shall provide  director's and officer's  insurance with such
                    coverages,  in  such  amounts  and  from  such  insurers  as
                    constitutes  good  practices by comparable  companies in the
                    same business as the Company.  Such insurance  shall provide
                    defense and coverage  obligations  for any claim arising out
                    of Employee's acts or omissions committed during the Initial
                    Term or any subsequent term hereof,  regardless of when such
                    claims are asserted.

              (g)   Incentive and  Performance  Bonuses.  Upon execution of this
                    Agreement,  the Company shall pay the Employee a bonus equal
                    to 5% of the  consolidated  and/or  combined  annual profits
                    before interest, income taxes, depreciation and amortization
                    but after  deduction of all other  expenses,  determined  in
                    accordance  with GAAP,  of the  Company  and its  affiliated
                    and/or  subsidiary  entities  commencing with the year ended
                    December 31,  2001.  Such bonus shall be paid within 30 days
                    of the issuance of audited financial statements with respect
                    to the  applicable  year. In addition to the  foregoing,  in
                    recognition of Employee's  responsibility to obtain suitable
                    acquisitions for the benefit of the Company and to provide a
                    substantial  incentive to Employee to devote the substantial
                    time,  energy,  skill and  attention  required to locate and
                    close such acquisitions,  the Company shall pay the Employee
                    an  amount  equal  to 5% of the  consideration  paid for the
                    company or business  acquired by the Company during the term
                    of  this   Agreement,   regardless   of  the   form  of  the
                    transaction, to be paid within 30 days of the closing of the
                    transaction.  The  payment  to  Employee  shall be in a form
                    consistent   with  the   consideration   exchanged   in  the
                    acquisition  transaction (e.g., cash, common stock, options,
                    etc.).

               (h)  Travel and Business Expense Reimbursement. The Company shall
                    promptly  reimburse  Employee  for  all  of  his  reasonable
                    business expenses,  including  international first class air
                    travel,  and  auto  mileage  at  the  prevailing  IRS  rate,
                    including travel to and from Employee's residence.

               (i)  Life  Insurance.  The  Company  shall  maintain  a term life
                    insurance  policy in the name of the  Employee  for at least
                    $10,000,000  with the  beneficiary  to be  designated by the
                    Employee at his sole discretion.

         5.   Proprietary Information.

              (a)   Obligation.    Employee   shall   not   disclose,   publish,
                    disseminate,    reproduce,   summarize,   distribute,   make
                    available  or use any  Proprietary  Information,  except  in
                    pursuance  of  Employee's   duties,   responsibilities   and
                    obligations  under this Agreement and for the benefit of the
                    Company.

              (b)   Definition.   As  used  in  this   Agreement,   "Proprietary
                    Information"  means  information  that is (i)  designated as
                    "confidential,"  "proprietary"  or  both by the  Company  or
                    should have been known to be "confidential" or "proprietary"
                    to the  Company  from the nature of the  information  or the
                    circumstances of its disclosure, and (ii) has economic value
                    or affords commercial advantage to the Company because it is
                    not generally known or readily ascertainable by proper means
                    by  other  persons.  By  way  of  illustration,  Proprietary
                    Information  includes  but is  not  limited  to  information
                    relating  to  the  Company's  products,  services,  business
                    operations,   business  plans  and  financial  affairs,  and
                    customers;  any application,  utility,  algorithm,  formula,
                    pattern,  compilation,  program, device, method,  technique,
                    process,  idea,  concept,  know-how,  flow  chart,  drawing,
                    standard,  specification,  or  invention;  and any  tangible
                    embodiment of Proprietary  Information  that may be provided
                    to or generated by Employee.

<PAGE>

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

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

         6.   Termination of Employment.

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

           (i)      "Cause"  means (A)  conviction  of a crime  involving  moral
               turpitude, or (B) a determination by the Board of Directors ofthe
               Company  in  good  faith   that   Employee   [1]  has  failed  to
               substantially perform his duties in his then current position,[2]
               has  engaged  in  grossly   negligent,   dishonest  or  unethical
               activity,  or [3] has  breached  a  fiduciary  duty or a covenant
               hereunder,   including   without   limitation  the   unauthorized
               disclosure of Company trade secrets or confidential  information,
               resulting in material loss or damage to the Company.

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

           (iii)    "Determination  Date" means (A) if Employee's  employment is
               terminated by his death, the date of his death, (B) if Employee's
               employment  is terminated  by reason of  Disability,  thirty (30)
               days after Notice of Termination is given, provided that Employee
               shall not have returned to the  performance  of his duties during
               such thirty  (30) day period,  (C) if  Employee's  employment  is
               terminated  by reason of a Change in Control of the Company,  the
               date  specified in the Notice of  Termination,  (D) if Employee's
               employment is  terminated  for Cause by reason of conviction of a
               crime  involving moral  turpitude,  the date on which a Notice of
               Termination  is  given,  or  (E)  if  Employee's   employment  is
               terminated  for Cause for a reason  other than  specified in (D),
               thirty (30) days after Notice of Termination  is given,  provided
               that  Employee  shall not have  cured the  reason  for such Cause
               during such thirty (30) day period.

           (iv)     "Disability"  means (A) Employee's  inability,  by reason of
               physical or mental illness or other cause, to perform  Employee's
               duties  hereunder on a full-time basis for a period of twenty-six
               (26) consecutive  weeks, or (B) in the discretion of the Board of
               Directors,  as such term is defined in any  disability  insurance
               policy in effect at the Company during the time in question.

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



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

              (b)   Termination  on  Employee's  Death.   Employee's  employment
                    hereunder shall terminate upon Employee's  death.  Upon such
                    termination,  Employee's  representative  or estate shall be
                    entitled  to receive  only the  compensation,  benefits  and
                    reimbursement  earned or accrued by Employee under the terms
                    of his employment prior to the Determination Date, but shall
                    not be entitled to any further  compensation,  benefits,  or
                    reimbursement subsequent to such date.

              (c)   Termination  By  The  Company  for  Employee's   Disability.
                    Employee's  employment  hereunder may be terminated  without
                    breach of this Agreement upon  Employee's  Disability,  upon
                    written Notice of  Termination  from the Company to Employee
                    and Employee's  failure to return to the  performance of his
                    duties as provided in Section 6(a)(iii)(B) hereof.  Employee
                    shall receive full compensation, benefits, and reimbursement
                    of expenses pursuant to the terms of his employment from the
                    date  Disability   begins  until  the   Determination   Date
                    specified  in the  Notice of  Termination  given  under this
                    section,  or until  Employee  begins to  receive  disability
                    benefits pursuant to a Company disability  insurance policy,
                    whichever occurs first.

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

              (e)   Termination On Change of Control of the Company.  Employee's
                    employment  hereunder  may be terminated  without  breach of
                    this Agreement at any time within twelve months  following a
                    Change in Control  of the  Company  at the  election  of the
                    Employee.  If the  Employee's  employment  pursuant  to this
                    Section 6(e) is  terminated,  Employee  shall be entitled to
                    receive the compensation,  benefits and reimbursement earned
                    or accrued  by  Employee  under the terms of his  employment
                    prior to the  Determination  Date,  including  any incentive
                    bonus.  In addition,  Employee  shall receive as a severance
                    payment the balance of Employee's  compensation  through the
                    end of the then current  term of this  Agreement at the rate
                    that  would  have been in  effect in the fifth  year of this
                    Agreement  as if it were the current  rate of  compensation.
                    Also,  upon  Employee's  termination in connection with this
                    Section 6(e),  Employee shall be entitled to an annual bonus
                    for the remaining period of this contract equal to the bonus
                    due  to  Employee  for  the   immediately   preceding  year.
                    Employee's employment hereunder may not be terminated by the
                    Company following a Change in Control of the Company without
                    it being a breach of this Agreement.

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



<PAGE>



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

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

         7.   Miscellaneous.

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

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

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

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

              (e)   Successors  and Assigns.  The rights and  obligations of the
                    Company under this  Agreement  shall inure to the benefit of
                    and shall be binding upon the  successors and assigns of the
                    Company.  This Agreement is for the unique personal services
                    of Employee,  and  Employee  shall not be entitled to assign
                    any of his rights or obligations hereunder.

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

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

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


                        "Company" Park City Group, Inc.,
                             a Delaware corporation

           "Employee"                             /s/ Randall K. Fields
           By: /s/ Randall K. Fields            Name: Randall K. Fields Address:
K. Fields  Title: President  Address:

By: /s/ Narayan Krishnan
Name: Narayan Krishnan
Title: Chief Financial Officer



<PAGE>



                                    EXHIBIT A
                            INDEMNIFICATION AGREEMENT
                        (See Attached Form of Agreement)


</TEXT>
</DOCUMENT>
