EXHIBIT 2.7


                                 PROMISSORY NOTE


                               Dated April 5, 2001

                                     Between

                              Park City Group, Inc.

                                       And

                            Riverview Financial Corp.


                                  $1,110,713.88




                                 PROMISSORY NOTE

         The  undersigned,  for value  received,  promises  to pay to  Riverview
Financial  Corp., a California  corporation,  or to order, at its offices at 333
Main Street,  Park City,  Utah 84060 or at such other place as the holder hereof
may designate in writing,  the sum of One Million One Hundred Ten Thousand Seven
Hundred  Thirteen and 88/100  Dollars  ($1,110,713.88)  together  with  interest
thereon  at a rate of Ten  Percent  (10%) per annum from  January 1, 2001.  This
promissory note along with accrued  interest shall be due and payable in full on
December 31, 2002.

         The  principal  balance  and any  accrued  interest on this note may be
prepaid in whole or in part at any time, without penalty, together with interest
to the date of prepayment.

         In event of any failure to pay the principal hereof plus interest,  the
undersigned, jointly and severally, agree to pay to the holder hereof reasonable
attorney's fees,  legal expenses and lawful  collection costs in addition to all
other sums due hereunder.

         The undersigned waives presentment, demand, protest, notice of protest,
notice of dishonor and notice of nonpayment.


         Dated: April 5, 2001                  Park City Group, Inc.
                                               a Delaware Corporation


                                              By:__________________________
                                               Name: Narayan Krishnan
                                               Title: Chief Financial Officer
                                               Address: 333 Main Street
                                                        Park City, Utah 84060