<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>parkcitygroupexh10.txt
<TEXT>
                                   Exhibit 10
                                   ----------



                             EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT  ("Agreement") is entered into by and between
Park City Group,  Inc.,  a Nevada  corporation  (the  "Company")  and Randall K.
Fields ("Employee"), effective July 1, 2003.

                                    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.

         D.       This  Agreement  amends and  replaces that certain  Employment
                  Agreement between the parties hereto dated January 1, 2001.

                                   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 continue pursuant to the
terms of this  Agreement as of July 1, 2003 and end on the 30th day of June 2008
(the "Initial Term"),  unless sooner terminated  pursuant to the terms hereof or
extended at the sole discretion of the Company's Board of Directors. The Initial
Term and any subsequent terms will  automatically  renew for additional one year
periods  unless,  six months prior to the  expiration  of the then current term,
either party gives notice to the other that the Agreement  will not renew for an
additional  term. In the event of such written  notice being timely  provided by
the Company,  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.

                                       1
<PAGE>

              (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.

              (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  semi-monthly  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.

              (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 an  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 the costs of
         maintaining a telephone  line and system for business  use,  along with
         related costs, at the Employee's  residence.  In addition,  the Company
         shall also  provide the Employee  with a computer  and other  equipment
         deemed  necessary  for  the  Employee  to  conduct  necessary  business
         activities from Employee's personal residence.

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

                                       2
<PAGE>

              (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.

              (e) Vacations,  Holidays,  etc. Employee shall have four (4) weeks
         paid  vacation  and twelve (12) days sick leave  during each year he is
         employed.

              (f)  Indemnification;  D&O Insurance.  The Company shall indemnify
         the  Employee to the fullest  extent of that which is  available  under
         Chapter 78 of the Nevada Revised Statutes, and shall provide director's
         and officer's  insurance with such coverages,  in such amounts and from
         such insurers as constitutes good practices by comparable  companies in
         the same business as the Company.  Such insurance shall provide defense
         and coverage  obligations  for any claim arising out of Employee's acts
         or omissions  committed  during the Initial Term or any subsequent term
         hereof, regardless of when such claims are asserted.

              (g) Incentive Bonus. An incentive bonus,  based upon the Company's
         achievement  of  performance  goals shall be paid to the Employee.  The
         goals will be pre-determined each year by the Compensation Committee of
         the Board of Directors in discussion with the Employee.

              (h) Travel and Business Expense  Reimbursement.  The Company shall
         promptly  reimburse  Employee  for  all of his  reasonable  travel  and
         business expenses.

              (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.

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

                     (iii)   "Determination   Date"  means  (A)  if   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.

                                       4
<PAGE>

                     (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.

                     (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.  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  fiscal  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.

                                       5
<PAGE>

              (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:

                     (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.

              (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.

                                       6
<PAGE>

         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"                                               "Employee"

PARK CITY GROUP, INC., a Delaware corporation


By:   /s/ Peter Jensen                                  /s/ Randall K. Fields
----------------------                                  ---------------------
Name:   Peter Jensen                                    Name:  Randall K. Fields
Title:  CFO



                                       7
<PAGE>

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</DOCUMENT>
