DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Important: Read attached instructions
before completing form.                       ABOVE SPACE IS FOR OFFICE USE ONLY

              Certificate of Amendment to Articles of Incorporation
                         For Nevada Profit Corporations

          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: PARK CITY GROUP, INC.

2. The articles have been amended as follows (provide article numbers, if
available):

Article V is amended as follows:

The total number of shares of all classes of capital stock that the Corporation
has the authority to issue is 530,000,000 shares that are divided into two
classes as follows: (1) 30,000,000 shares of Preferred Stock (Preferred Stock)
$.01 par value per share, and (2) 500,000,000 shares of Common Stock (Common
Stock) $.01 par value per share. This Corporation is authorized to issue two
classes of shares. Except as may be otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock has one vote in
respect of each share of stock held by him of record on the books of the
corporation on all matters voted upon by the Stockholders.

The Board of Directors may determine the preferences, limitations and relative
rights, to the extent permitted by the Nevada Revised Statutes, of any class of
shared of Preferred Stock before the issuance of any share of that class, or of
one or more series within a class before the issuance of any shares of that
series. Each class or series shall be appropriately designated by a
distinguishing designation prior to the issuance of any shares thereof. The
Preferred Stock of all series shall have preferences, limitations and relative
rights identical with those of other shares of the same series, and except to
the extent otherwise provided in the description of the series, with those
shares of the series of the same class.

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, of such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the Articles of
Incorporation have voted in favor of the amendment is: 225,331,389

4. Effective date of filing (optional): (must not be later than 90 days after
the certificate is filed)

5. Officer Signature (required): /s/ Peter Jensen, CFO