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                                                 OMB APPROVAL
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14C

                Information Statement Pursuant to Section 14 (c)
          Of the Securities Exchange Act of 1934 (Amendment No. ______)

Check the appropriate Box:
        [X] Preliminary Information Statement
        [ ] Confidential, for use of the Commission Only (as permitted by
            Rule 14c-5(d)(2))
        [ ] Definitive Information Statement

                           FIELDS TECHNOLOGIES, INC.
                  --------------------------------------------
                 (Name of Registrant As Specified In Its Charter

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-1:

(1) Title of each class of securities to which transaction applies:

    ____________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:

    ____________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

    ____________________________________________________________________________
(4) Proposed maximum aggregate value of transaction

    ____________________________________________________________________________
(5) Total Fee Paid:

    ____________________________________________________________________________

[ ] Fee paid previously with preliminary materials Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previously
filing by registration statement number, or the Form or Schedule and the date of
its filing.

(1).  Amount Previously Paid _________________________________________________
(2).  Form, Schedule or Registration Statement No.____________________________
(3).  Filing Party:___________________________________________________________
(4).  Date Filed:_____________________________________________________________

First Mailed to Stockholders on or about June 13, 2002.



                            FIELDS TECHNOLOGIES, INC.
                       333 Main Street #300; P.O. Box 5000
                               Park City, UT 84060

To the Stockholders of Fields Technologies, Inc:

         This Information  Statement was mailed on or about June 13, 2002 to the
stockholders of record on June 6, 2002 of Fields Technologies,  Inc., a Delaware
corporation (the "Company" or "Fields") in connection with certain actions taken
by the  Company  pursuant to the written  consent of the  majority  stockholders
("Written  Consent") of the Company,  dated May 8, 2002. The Written Consent and
the  enclosed  Information  Statement  concern the approval of (1) a proposal to
change our name to Park City Group,  Inc., ("Name Change") and (2) a proposal to
change our domicile from the State of Delaware to the State of Nevada  through a
reincorporation  merger  ("Reincorporation  Merger").  The Name  Change  will be
effected  through  the  Reincorporation  Merger  as  described  in the  attached
Information Statement.

         Our Board of  Directors  has  already  approved  these  proposals.  The
stockholders who collectively  hold a majority of the voting power of our common
stock have already approved these proposals by written consent,  to be effective
twenty (20) days from the date of this Information  Statement.  Therefore,  this
Information  Statement is being sent to you for informational  purposes only. We
are not  asking  for a proxy  or vote on any of the  matters  described  in this
Information Statement.

         We encourage you to read this Information Statement carefully.

         THIS IS NOT A NOTICE OF A MEETING OF  STOCKHOLDERS  AND NO STOCKHOLDERS
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

                                          Sincerely,

                                          /s/ Randall K. Fields
                                          --------------------------------------
                                          Randall K.  Fields
                                          President and Chief Executive Officer
                                          Fields Technologies, Inc.



                            FIELDS TECHNOLOGIES, INC.
                       333 Main Street #300; P.O. Box 5000
                               Park City, UT 84060

                        PRELIMINARY INFORMATION STATEMENT
         PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934,
           AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

              NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF
                         SPECIAL MEETING OF STOCKHOLDERS
                          TO BE EFFECTIVE July 3, 2002.


                                  June 13, 2002

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY  GIVEN that we plan to take the  following  action  pursuant to
Written Consent of the Majority Stockholders of Fields Technologies, Inc.:

         (1)      to change our name to Park City  Group,  Inc.("Name  Change");
                  and

         (2)      to change our domicile from the State of Delaware to the State
                  of Nevada through a reincorporation  merger  ("Reincorporation
                  Merger").

         On May 8, 2002,  our Board  unanimously  approved  both the Name Change
proposal  and the  Reincorporation  Merger  proposal.  The Name  Change  will be
effected in connection with the  Reincorporation  Merger.  If for any reason the
Reincorporation  Merger  is not  completed,  the Name  Change  will be  effected
through an amendment to our current  Certificate of Incorporation and filed with
the  Secretary  of  State  of  Delaware.  A  copy  of  the  Nevada  Articles  of
Incorporation and Bylaws are attached to the Information Statement as Exhibits.

         The Board of Directors has fixed the close of business on June 6, 2002,
as the Record Date for  determining the  Stockholders  entitled to notice of the
foregoing.  The Company has asked  brokers and other  custodians,  nominees  and
fiduciaries to forward this  Information  Statement to the beneficial  owners of
the Common Stock held of record by such persons and will  reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.

         This Information Statement will serve as written notice to stockholders
pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL").

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO  STOCKHOLDER'S  MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

                                             By order of the Board of Directors,

                                              /s/ Randall K.  Fields
                                              -----------------------------
                                              Chairman of the Board



                            FIELDS TECHNOLOGIES, INC.
                       333 Main Street #300; P.O. Box 5000
                               Park City, UT 84060

                        PRELIMINARY INFORMATION STATEMENT
                                       AND
                    NOTICE OF ACTION TAKEN WITHOUT A MEETING

Dated: June 13, 2002

         This Information Statement and Notice of Action Taken Without a Meeting
(collectively,  the  "Information  Statement")  is  furnished  by the  Board  of
Directors of Fields Technologies,  Inc., (the "Company" or "Fields"), a Delaware
corporation, to the holders of the Company's $.01 par value common stock at June
6, 2002 to provide  information  with respect to action taken by written consent
of the holders of a majority of the outstanding shares ("Majority Stockholders")
of the Company's  Common Stock that were  entitled to vote on such action.  This
Information  Statement also constitutes notice of action taken without a meeting
as required by Section 228 of the Delaware General  Corporation Law. The written
consent of the Majority Stockholders approved the following:

         o        the change of our name to "Park City Group", Inc. and

         o        the change of our  domicile  from the State of Delaware to the
                  State of Nevada through a Reincorporation Merger.

         The Majority  Stockholders  signed the written  consent on May 8, 2002.
Therefore,  all  required  corporate  approvals  of the  transaction  have  been
obtained,  subject to furnishing this notice and effective 20 days from the date
of this notice.  This Information  Statement is furnished solely for the purpose
of informing  stockholders  of this corporate  action in the manner  required by
Rule 14c-2(b) under the securities Exchange Act of 1934.

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY

         The record date for determining  stockholders  entitled to receive this
Information  statement has been  established as of the close of business on June
6, 2002. As of the record date, we had 162,509,898 shares of Common Stock issued
and  outstanding.  Each share of Common  Stock held of record on the record date
represents one vote for purposes of determining whether a majority of the issued
and outstanding shares have approved and adopted the foregoing actions.

         The  Company  has asked  brokers  and other  custodians,  nominees  and
fiduciaries to forward this  Information  Statement to the beneficial  owners of
the Common Stock held of record by such persons and will  reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.




THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO  STOCKHOLDER'S  MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

                               DISSENTERS' RIGHTS

         Under the Delaware  General  Corporation  Law ("DGCL"),  neither of the
proposals approved by the Majority  Stockholders  require the Company to provide
dissenting  Stockholders  with a right of  appraisal  and the  Company  will not
provide Stockholders with such a right.

                  INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
                              TO MATTERS ACTED UPON

         The Company is not aware of any  interest  that would be  substantially
affected  through the increase in the number of its  authorized  shares  whether
adversely or otherwise.

                                VOTING SECURITIES

         As  of  the  Record  Date,  the  Company's  authorized   capitalization
consisted of  300,000,000  shares of Common Stock,  par value $.01 per share and
30,000,000 shares of Preferred Stock, par value $.01 per share. As of the Record
Date, there were 162,509,898  shares of Common Stock  outstanding,  all of which
were fully paid, non-assessable and entitled to vote. Each share of Common Stock
entitles its holder to one vote on each matter submitted to the Stockholder.

                               MATTERS VOTED UPON

         Effective May 8, 2002, the Board of Directors and Majority Stockholders
of Fields approved the following proposals:

         (1)      a proposal to change our name to Park City Group, Inc., ("Name
                  Change") and

         (2)      a proposal to change our  domicile  from the State of Delaware
                  to the  State  of  Nevada  through  a  reincorporation  merger
                  ("Reincorporation Merger").

         Each of these proposals is further described below.

         The Name Change will be effected through the Reincorporation Merger. We
anticipate  that we will file a  Certificate  of Merger in the State of Delaware
and  Articles  of Merger in the State of Nevada on or about July 3, 2002,  after
the expiration of the time period  required in 14c-5 of the Securities  Exchange
Act of 1934.

                     APROVAL OF PROPOSAL TO CHANGE OUR NAME

General



         Our Board of Directors  has  unanimously  approved a proposal to change
our name to Park City Group,  Inc. The Board has proposed  that, the name change
be effected  through the  Reincorporation  Merger  described  below.  If for any
reason the Reincorporation Merger is not completed,  the Board has proposed that
the Name Change  proposal be effected  by amending  our current  Certificate  of
Incorporation.  Article I of our Certificate of Incorporation currently provides
that the name of the Company is "Fields  Technologies,  Inc." If the Name Change
is not effected through the  Reincorporation  Merger, our Board of Directors has
proposed an amendment to the Company's  Certificate of  Incorporation  to change
our name to "Park City Group,  Inc." Our Board has  recommended  to our Majority
Stockholders that they vote in favor of the Name Change Proposal.

Consent Required

         Approval   of  the   Name   Change   proposal,   either   through   the
Reincorporation   Merger  or  through  an  amendment  to  our   Certificate   of
Incorporation,  requires  the  consent  of  the  holders  of a  majority  of the
outstanding  shares  of  our  Common  Stock.  The  Majority  Stockholders,   who
beneficially own approximately 67% of the outstanding shares of our Common Stock
as of the Record Date, have given their consent to this Name Change proposal and
accordingly, the requisite stockholder approval of this proposal was obtained by
the  execution of the  Majority  Stockholders'  written  consent in favor of the
proposal.

Reasons for Name Change

         The  Company's  primary  product  is sold  under the name of "Park City
Group" and the Company is closely  identified  with this  product and name.  The
Board of  Directors  believes it is in the best  interest of the Company to take
advantage of our product identity by adopting the name Park City Group,  Inc. as
our corporate name.

         We will attempt to have the trading symbol for our common stock changed
from "_____" to a symbol more readily associated with our new name.

                 APPROVAL OF REINCORPORATION PROPOSAL, INCLUDING
                          AGREEMENT AND PLAN OF MERGER

Description of the Proposed Reincorporation

         Our Board of Directors  believes that the best interests of the Company
and our  stockholders  will  be  served  by  changing  the  Company's  state  of
incorporation  from the  State of  Delaware  to the State of  Nevada.  The Board
unanimously adopted a resolution approving the Reincorporation Merger. The Board
recommended  to our  Majority  Stockholders  that  they  vote  in  favor  of the
Reincorporation Proposal.

Consent Required

         Approval of the  Reincorporation  Proposal  required the consent of the
holders  of a  majority  of the  outstanding  shares of our  common  stock.  The
Majority Stockholders, who beneficially own approximately 67% of the outstanding



shares of our common  stock,  have given  their  consent to the  Reincorporation
Proposal and accordingly,  the requisite  stockholder  approval of this proposal
was obtained by the execution of the Majority  Stockholders'  written consent in
favor of the Reincorporation Proposal.

General

         The  reincorporation  will be effected by merging the Company  with and
into our newly formed subsidiary, Park City Group, Inc. ("Park City"). Park City
is a Nevada corporation that has recently been organized at the direction of our
Board of Directors to facilitate  the  reincorporation.  Upon  completion of the
reincorporation, the Company will cease to exist in accordance with the Delaware
General Corporation Law (the "DGCL"), and Park City will operate the business of
the Company under the name Park City Group,  Inc. in accordance  with the Nevada
Revised Statutes ("NRS").

         In the Reincorporation  Merger, each outstanding share of the Company's
common stock will be converted  automatically into one share of Park City Common
Stock,  par value $0.01 per share  ("Park City  Common  Stock").  Park City will
assume and continue the outstanding stock options and all other employee benefit
plans of the Company. As of the Effective Date, each outstanding and unexercised
option,  warrant or other right to purchase shares of the Company's common stock
will become an option,  warrant or right to purchase  shares of Park City Common
Stock on the same terms and conditions as the original option,  warrant or right
to purchase.

         The  discussion  set  forth  below  is  qualified  in its  entirety  by
reference to the Merger  Agreement,  the  Certificate of  Incorporation  and the
bylaws of Park City, copies of which are attached hereto as Exhibits A, B and C,
respectively.

Principal Reasons for the Reincorporation

         The Board of Directors  believes that the best interests of the Company
and its  stockholders  will  be  served  by  changing  the  Company's  state  of
incorporation from Delaware to Nevada. For various periods in the Company's long
history,  the Company's  minutebooks  and similar  corporate  records may not be
complete.  In  order  to cure  any  uncertainty  attributable  to  that  lack of
completeness  and to avoid  possible  resulting  difficulties  the Company might
encounter,  including  possible  difficulties  the Company  might  encounter  in
obtaining  financing,  the Company determined that it should  reincorporate.  In
that connection,  the Company also determined that a reincorporation involving a
change of domicile would be materially less expensive and time-consuming  than a
reincorporation  not  involving  a change  of  domicile.  In  deciding  where to
reincorporate,  the Company  determined  that Nevada  would be most  appropriate
because (1) Nevada corporate law is substantially  similar to Delaware corporate
law,  and,  therefore,  reincorporating  to Nevada  would  involve  few, if any,
changes for the Company,  from a legal point of view,(2)  because of the growing
popularity of Nevada as a jurisdiction for  incorporation,  particularly in Utah
(where  the  Company  is  headquartered),   Nevada  corporate  law  is  becoming
increasingly  predictable  and the  Company  should  have  convenient  access to
attorneys with expertise in Nevada corporate law, and (3) Nevada's franchise tax
and other fees are modest, particularly compared with Delaware's.



No Change In Board  Members,  Business,  Management,  Employee  Benefit Plans Or
Location of Principal Facilities of the Company

         The  reincorporation  will effect a change in the legal domicile of the
Company,  but not its physical location.  The reincorporation will not result in
any change in the  business,  management,  fiscal  year,  assets or  liabilities
(except to the extent of legal and other costs of effecting the reincorporation)
or location  of the  principal  facilities  of the  Company.  The  officers  and
directors of the Company will become the officers and directors of Park City.

         Each stock  option,  warrant or other right to acquire  Company  common
stock  will  automatically  be  converted  into an  option,  warrant or right to
purchase  that number of shares of Park City  Common  Stock upon the same terms,
and subject to the same conditions,  as apply to the current option,  warrant or
right.  Park City will assume all of the Company's  employee  benefit plans. The
Company's  other employee  benefit  arrangements  will also be continued by Park
City upon the terms and subject to the conditions currently in effect.

Rights of Stockholders to Dissent

         Since the  reincorporation  will be  conducted  through a merger of the
Company into its wholly-owned  subsidiary,  Park City, under DGCL, the Company's
stockholders will not have a right to dissent from the Reincorporation  Proposal
and receive the fair market value of their shares in cash.

Market For Common Stock

         The  Company's  Common Stock is  currently  trading on the OTC Bulletin
Board  under the symbol  FLDT.  Following  consummation  of the  Reincorporation
Merger,  Park City will  continue  to trade on the OTC  Bulletin  Board  without
interruption.  We anticipate the new ticker symbol " will be "_____". As of June
6, 2002,  there were ___ record holders of Company common stock.  Park City is a
newly formed  corporation  and there is currently no established  trading market
for its securities.  However,  we anticipate that following the  Reincorporation
Merger,  the shares of Park City  Common  Stock  will trade on the OTC  Bulletin
Board.

Anticipated Dividend Policy

         The  reincorporation is not expected to affect our dividend policy. The
Company  has  never  paid a cash  dividend  on its  common  stock  and  does not
anticipate paying cash dividends on its common stock in the foreseeable  future.
The payment of cash  dividends,  if any,  will be made only from assets  legally
available  for  that  purpose,  and  will  depend  on  the  Company's  financial
condition, results of operations,  current and anticipated capital requirements,
restrictions  under then existing  debt  instruments  and other  factors  deemed
relevant by the board of  directors.  Holders of Park City Common  Stock will be
entitled to receive dividends when, as and if declared by the Board of Directors
of Park City out of funds legally available therefor.



Resales of Park City Stock

         The extent to which  shares of Park City  Common  Stock to be issued to
stockholders  of the  Company in  connection  with the  reincorporation  will be
freely  transferable by those  stockholders  will be determined by the extent to
which shares of the Company's  common stock are currently freely tradable by the
stockholders. If a stockholder's shares of the Company's common stock are freely
tradable,  the shares of Park City Common  stock  issued in the  Reincorporation
Merger to such stockholder will be freely tradable. If a stockholder's shares of
the Company's  common stock are  restricted  or are deemed to be control  shares
owned by an  "affiliate"  of the  Company,  the shares of Park City Common stock
issued in the  Reincorporation  Merger to such stockholder will be restricted or
will be deemed to be control shares of Park City Common Stock.

         Restricted shares may eventually become tradable in market  transaction
under SEC Rule 144.  Under Rule 144,  a holder of  restricted  common  stock who
complies  with the  conditions  of Rule 144  (including  those that  require the
holder's  sales to be aggregated  with sales by certain other  persons) would be
able to sell in the public market, without registration,  a number of shares not
to exceed, in any three-month  period,  the greater of (i) 1% of the outstanding
shares of Park City Common Stock,  and (ii) the average weekly trading volume in
such shares during the  preceding  four  calendar  weeks.  The ability to resell
shares of Park City Common Stock received in the reincorporation  under Rule 144
will be subject to Park City's having satisfied its reporting requirements under
the Securities Exchange Act of 1934, as amended,  for specified periods prior to
the time of sale. For purposes of calculating a stockholder's  holding period of
restricted shares under Rule 144, the date of acquisition of shares of Park City
Common  Stock  will be the same date on which  the  Company's  common  stock was
acquired.

Anticipated Effective Date

         Inasmuch as the Board of Directors and the Majority  Stockholders  have
approved the Reincorporation Proposal and Merger Agreement, no further corporate
action is required in order for the Reincorporation Merger to be completed.  The
Reincorporation Merger will become effective upon the filing of a Certificate of
Merger in the State of Delaware  and  Articles of Merger in the State of Nevada.
We believe the reincorporation will be effective on or about July 3, 2002.

Accounting For The Transaction

         Upon  consummation  of  the  Reincorporation   Merger,  the  historical
financial  statements  of the  Company  will  become  the  historical  financial
statements  of Park City.  Total  stockholders'  equity will be  unchanged  as a
result of the reincorporation.

Federal Income Tax Consequences

         The   following  is  a  discussion  of  certain   federal   income  tax
considerations  that may be  relevant  to holders of  Company  common  stock who
receive Park City Common Stock in exchange for their  Company  common stock as a



result  of the  proposed  reincorporation.  No  state,  local,  or  foreign  tax
consequences are addressed  herein.  This discussion does not address the state,
local,  federal or foreign income tax consequences of the  reincorporation  that
may  be  relevant  to  particular  Company  stockholders,  such  as  dealers  in
securities,  or who acquire  their  shares upon the  exercise of stock  options,
warrants or other  rights to purchase  shares of capital  stock.  In view of the
varying nature of such tax considerations,  each stockholder is urged to consult
his or her own tax advisor as to the specific tax  consequences  of the proposed
reincorporation,  including  the  applicability  of federal,  state,  local,  or
foreign tax laws.  Subject to the  limitations,  qualifications  and  exceptions
described herein, and assuming the  reincorporation  qualifies as reorganization
within the meaning of Section  368(a) of the Internal  Revenue Code of 1986,  as
amended (the "Code"),  the following  federal income tax consequences  generally
should result:

         (a)      No gain or loss should be  recognized by the  stockholders  of
                  the Company upon conversion of their Company common stock into
                  Park City Common Stock pursuant to the reincorporation;

         (b)      The aggregate tax basis of Park City Common Stock  received by
                  each stockholder of the Company in the reincorporation  should
                  be equal to the  aggregate  tax basis of Company  common stock
                  converted in exchange therefore;

         (c)      The holding  period of Park City Common Stock received by each
                  stockholder  of  the  Company  in the  reincorporation  should
                  include the period  during which the  stockholder  held his or
                  her Company  common stock  converted  therefor,  provided such
                  Company common stock,  is held by the stockholder as a capital
                  asset on the effective date of the reincorporation; and

         (d)      The  Company  should not  recognize  gain or loss for  federal
                  income tax purposes as a result of the reincorporation.

         The  Company  has not  requested  a ruling  from the  Internal  Revenue
Service (the "IRS") with respect to the federal income tax  consequences  of the
reincorporation  under the Code nor have we obtained an opinion of counsel  with
respect to the Reincorporation  Proposal.  Therefore, no assurances can be given
that the  expected  tax result  will be achieved  in the  proposed  transaction.
However we believe that the  reincorporation  should  qualify as  reorganization
within the meaning of Section 368(a) of the Code.

Anti-Takeover Implications

         The Reincorporation  Proposal is not being proposed in order to prevent
an unsolicited  takeover  attempt,  nor is it in response to any present attempt
known to the Board of  Directors  to  acquire  control  of the  Company,  obtain
representation on the board of directors or take significant action that affects
the Company.  The DGCL and the NRS permit the establishment of a staggered board
of  directors,  but the  Company  has not done so.  The NRS allows for a special
meeting of stockholders  to be called when  authorized  under the bylaws or when
called by resolution of the board of directors.  For a more complete  discussion



of  differences  between  the  corporate  laws  of  Nevada  and  Delaware,   see
"Comparison  Between the Company's  Certificate of Incorporation  and Bylaws and
the Park City Articles of Incorporation and Bylaws."

         Both the NRS and the DGCL permit a  corporation  to adopt such measures
as stockholder rights plans, designed to reduce a corporation's vulnerability to
unsolicited  takeover attempts.  The Board of Directors has no current intention
following the  reincorporation  to amend the Park City Articles of Incorporation
or bylaws to  include  provisions  which  might  deter an  unsolicited  takeover
attempt;  however,  in  the  discharge  of  its  fiduciary  obligations  to  the
stockholders,  the Board of Directors  will  continue to evaluate the  Company's
vulnerability   to  potential   unsolicited  bids  to  acquire  the  Company  on
unfavorable terms and to consider  strategies to enhance the board of directors'
ability to negotiate with an unsolicited bidder.

Comparison Between the Company's Certificate of Incorporation and Bylaws and the
Park City Articles of Incorporation and Bylaws.

         The   following   summary   compares  the  Company's   Certificate   of
Incorporation,  as amended, and the Company's Bylaws with the Park City Articles
of Incorporation  and Bylaws.  This is merely a summary,  does not purport to be
complete  and is  qualified  in  its  entirety  by  reference  to the  Company's
Certificate of Incorporation  and Bylaws,  which are available from the Company,
and the Park City Articles of Incorporation and Bylaws which are attached hereto
as exhibits.

         Common Stock.  Both the Company's  Certificate of Incorporation and the
Park City Articles of Incorporation provide that there are 300,000,000 shares of
$.01 par value common stock authorized.

         Preferred Stock.  Both the Company's  Certificate of Incorporation  and
the Park City Articles of Incorporation provide that there are 30,000,000 shares
of $.01 par value preferred stock authorized.  Like the Company's Certificate of
Incorporation,  the Park City Articles of Incorporation  provides that the Board
of Directors is entitled to determine the powers,  preferences  and rights,  and
the qualifications,  limitations or restrictions, of the authorized and unissued
preferred stock.  Therefore,  although it has no current  intention of doing so,
the Board of  directors,  without  stockholder  approval,  could  authorize  the
issuance of  preferred  stock upon terms which could have the effect of delaying
or  preventing a change in control of the Company or Park City, or modifying the
rights of holders of the Common Stock under either  Nevada or Delaware  law. The
Board of  Directors  could  also  utilize  such  shares for  further  financing,
possible acquisitions and other uses.

         Size  of  the  Board  Of  Directors.   The  Company's   Certificate  of
Incorporation does not make reference to the number of directors.  The Company's
bylaws  provides  for not less than one and  further  provide  that the Board of
Directors  may  increase or decrease  the number of  directors.  The Articles of
Incorporation  of Park City  provides  for not less than one  director  and also
provides that the Board may increase or decrease the number of directors.  Under
the NRS,  although  changes  in the number of  directors,  in  general,  must be
approved by the holders of a majority of the  outstanding  shares,  the board of



directors may fix the exact number of directors  within a stated range set forth
in the  articles  of  incorporation  or bylaws,  if the stated  ranges have been
approved by the  stockholders.  Delaware  law  permits  the board of  directors,
acting alone,  to change the authorized  number of directors by amendment to the
bylaws,  unless  the  directors  are not  authorized  to amend the bylaws or the
number of directors is fixed in the certificate of incorporation  (in which case
a change  in the  number  of  directors  may be made  only by  amendment  to the
certificate  of  incorporation   following   approval  of  such  change  by  the
stockholders).  The Park City Articles of Incorporation  provide that the number
of  directors  will be as specified  in the bylaws and  authorizes  the board of
directors to adopt, alter or repeal the bylaws.  Following the  reincorporation,
the Board of Directors could amend the bylaws to change the size of the board of
directors  without  further  stockholder  approval.  The Park City  Articles  of
Incorporation names an initial,  single director. As part of the reincorporation
all of the current  directors  of the Company will be named as directors of Park
City.

         Power To Call Special Stockholders'  Meetings.  Under the NRS, meetings
of  stockholders  are to be called as provided by the bylaws.  Under the DGCL, a
special  meeting of  stockholders  may be called by the board of directors or by
any other person  authorized to do so in the certificate of incorporation or the
bylaws. The bylaws of the Company and the bylaws of Park City authorize only the
President, the Chairman of the board of directors and the holders of 10% or more
of the outstanding common stock to call a special meeting of stockholders.

         Transactions   With  Major   Stockholders,   Directors,   Officers  And
Employees.  Under the NRS,  certain  transactions by a corporation,  including a
loan  or  guaranty  or  other  financial  assistance  from  a  corporation  to a
stockholder  having  10% or more of the  voting  power of the  corporation,  are
subject  to  restrictions,  such as  obtaining  prior  approval  of the board of
directors  and/or  non-interested  stockholders.  Pursuant to the DGCL,  certain
transactions by a corporation with its directors or officers must be approved by
the  vote  of  the  disinterested  directors  or  the  stockholders,  or by  the
stockholders, after full disclosure. Additionally, the DGCL provides that loans,
guarantees  or other  financial  assistance  to officers  and  employees  of the
corporation  are permitted  when such action,  in the judgment of the directors,
may  reasonably  be  expected  to  benefit  the  corporation.  The  Articles  of
Incorporation  and the bylaws of Park City and the Certificate of  Incorporation
and the bylaws of the Company are silent as to this issue.

         Limitations On Personal Liability Of Directors.  The Park City Articles
of Incorporation  contains a provision eliminating the personal liability of the
directors  to the extent  permitted  by the NRS. The  Company's  Certificate  of
Incorporation contain no analogous provision.,  although it does contain certain
provisions  which  authorize  the board of  directors  indemnify  the  officers,
directors,  employees and agents of the Company from damages  arising from their
services to the Company, and the Company's bylaws include provisions which grant
such indemnification. The Articles of Incorporation and bylaws of Park City have
provisions,  which  achieve  substantially  the same effect for  indemnification
matters.. These provisions are subject to the limitations imposed by the NRS and
the DGCL, which are substantially similar to each other, with the exception that
the provisions of the NRS are somewhat more restrictive than the DGCL in respect
of the  corporation's  indemnification  where the  indemnified  party engaged in
misconduct,  fraud or unlawful acts with respect to his or her  activities  upon
which claims for damages are made.



Comparison Of Stockholder Rights Under Delaware And Nevada Law

         Although  Nevada  corporation  laws and Delaware  corporation  laws are
similar  in many  respects,  they do  differ  in some  respects.  Although  this
Information  Statement  does not set forth all of the  differences,  certain  of
those  differences,  which  may  affect  the  rights of the  stockholder  If the
reincorporation is completed, Company common stockholders will become holders of
Park City Common Stock, and the rights of the Company's  stockholders as holders
of Park City stock will be governed by Park  City's  Articles of  Incorporation,
bylaws,  and Nevada  law.  These  stockholders'  rights  will  differ in several
respects  from the rights held under  Company's  Certificate  of  Incorporation,
bylaws and Delaware law.

         The following  comparison  summarizes certain  differences  between the
rights of Company  stockholders and the rights of Park City  stockholders.  This
summary is not a complete statement of the differences  between the Delaware and
Nevada law. It is also not a complete statement of the differences  between Park
City's  Articles of  Incorporation  and bylaws and the Company's  Certificate of
Incorporation and bylaws.

Classes Of Directors

         Park City.  Park  City's  bylaws  provides  for one class of  directors
serving  until  their  successors  are  elected  at the next  annual  meeting of
stockholders  (unless  a  director  dies,  resigns  or is  removed  before  that
meeting).  The NRS requires at least  one-fourth  of the directors to be elected
annually.

         Company.  The Company's  bylaws also provide for one class of directors
serving  until  their  successors  are  elected  at the next  annual  meeting of
stockholders  (unless  a  director  dies,  resigns  or is  removed  before  that
meeting).  Delaware  law  permits,  but does not  require,  a board of directors
divided  into up to three  classes  with  staggered  terms,  with only one class
elected each year.

Authority Of Directors.

         Both the NRS and the DGCL give  directors  broad  authority in managing
the affairs of a corporation.

Filling Vacancies On The Board Of Directors

         Under the Delaware  Law,  vacancies  on the board of directors  will be
filled by the affirmative vote of a majority of the remaining  directors then in
office,  even if less than a quorum unless otherwise provided in the certificate
of incorporation or by-laws.  Any director so appointed will hold office for the
remainder  of the full  term of the  class of  directors  in which  the  vacancy
occurred.  Similarly,  the Nevada Law provides that vacancies may be filled by a
majority  of the  remaining  directors,  though  less than a quorum,  unless the
articles of incorporation provide otherwise. The by-laws of the Company and Park
City address the issue of director vacancies in the same manner.  Therefore, the
change from Delaware law to Nevada law will not alter stockholders'  rights with
respect to filling vacancies.



Removal Of Directors

         Park City.  Under the NRS, a director  of a Nevada  corporation  may be
removed  with or  without  cause by the  holders  of  two-thirds  of the  shares
entitled  to  vote  thereon,   unless  the  articles  of  incorporation  of  the
corporation  provide for a greater percentage (and Park City's do not). However,
if the corporation's  articles provide for cumulative voting to elect directors,
such directors may not be removed other than by a vote of a sufficient number of
shares to have  prevented  their  election  in the first  instance.  Park City's
Articles of Incorporation do not provide for cumulative voting.

         Company. Delaware law provides that any director or the entire board of
directors of a Delaware  corporation  may generally be removed,  with or without
cause, by vote of the holders of a majority of the outstanding stock entitled to
vote. A notice of the special  meeting for removal must be provided,  indicating
an intention to act at such special meeting upon a director's removal.

Anti-Takeover Provisions (Business Combinations)

         Both the Delaware Law and the Nevada Law contain provisions restricting
the  ability  of a  corporation  to  engage  in  business  combinations  with an
interested stockholder.

         Under the Delaware Law, a  corporation  is not permitted to engage in a
business  combination  with any interested  stockholder for a three-year  period
following the date such stockholder became an interested stockholder, (i) unless
the transaction resulting in a person becoming an interested stockholder, or the
business  combination,  is approved by the board of directors of the corporation
before the person becomes an interested  stockholder;  (ii) upon consummation of
such  transaction,  the  interested  stockholder  owned  at  least  85%  of  the
outstanding  voting  stock  of  the  corporation  outstanding  at the  time  the
transaction  commenced  (excluding shares owned by persons who are both officers
and  directors of the  corporation,  and shares held by certain  employee  stock
ownership  plans); or (iv) at or after the date the person becomes an interested
stockholder,  the business combination is approved by the corporation's board of
directors  and by the holders of at least 66% of the  corporation's  outstanding
voting  stock at an  annual  or  special  meeting  and not by  written  consent,
excluding shares owned by the interested  stockholder.  The Delaware Law defines
"interested  stockholder"  generally  as a  person  who  owns 15% or more of the
outstanding  shares  of  a  corporation's  voting  stock.  Delaware  law  allows
corporations to opt-out of the statute with provisions expressly electing not to
be  governed  by  such  statutory  provisions.   The  Company's  Certificate  of
Incorporation  does not contain such  provisions  electing not to be governed by
such statutory provisions.

         The Nevada Law regulates business combinations more stringently. First,
an interested  stockholder is defined as a beneficial owner of ten percent (10%)
or more of the voting power.  Second,  the  three-year  moratorium can be lifted
only by advance  approval by a corporation's  board of directors,  as opposed to
Delaware's provision that allows interested stockholder combinations at the time
of the transaction  with  stockholder  approval.  Finally,  after the three-year
period,  combinations remain prohibited unless they are approved by the board of
directors,  the  disinterested  stockholders  or a majority  of the  outstanding



voting power not beneficially  owned by the interested  party, or the interested
stockholders  satisfy certain fair value requirements.  As in Delaware, a Nevada
corporation  may  opt-out of the  statute  with  appropriate  provisions  in its
articles of incorporation.  Park City's Articles of Incorporation do not contain
such provisions electing not to be governed by such statutory provisions.

Stockholder Action Without A Meeting

         Park City.  Under the NRS, any action required or permitted to be taken
at a stockholders meeting may be taken without a meeting pursuant to the written
consent of the  holders of the number of shares of voting  stock that would have
been required to effect the action at an actual meeting of stockholders.

         Company.  Under the DGCL, unless otherwise  provided in the certificate
of  incorporation  (and the Certificate of Incorporation of the Company does not
provide otherwise),  stockholders may take any action on which they are required
or permitted to vote on without a meeting if a written  consent is signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  required to  authorize  or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.

Submission Of Stockholder Proposals

         Neither  Park  City's  Articles  of  Incorporation  and  bylaws nor the
Company's   Certificate  of  Incorporation  or  bylaws  specify  advance  notice
requirements for the submission of stockholder proposals.

Stockholder Vote Required For Mergers

         Under the NRS and the DGCL, merger,  share exchange or sale of all of a
corporation's  assets  (that  is  not  otherwise  governed  by an  anti-takeover
statute)  must be  adopted  by the board of  directors  of the  corporation  and
approved  by  a  majority  of  the  corporation's  voting  stockholders,  unless
stockholders  of a class of stock are entitled to vote as a class, in which case
the approval of each class is also required. However, no vote of stockholders of
a constituent corporation surviving a merger is required if:

         a.       the  merger   agreement   does  not  amend  the   articles  of
                  incorporation of the surviving corporation;

         b.       each share of stock of the surviving  corporation  outstanding
                  before  the merger is an  identical  outstanding  or  treasury
                  share after the merger; and

         c.       either no shares of common stock of the surviving  corporation
                  are to be issued or delivered  pursuant to the merger,  or, if
                  common stock will be issued or delivered, it will not increase
                  the number of shares of common stock  outstanding  immediately
                  prior to the merger by more than 20%.



Dissenters' Rights

         Park City.  Nevada law provides  stockholders  of a Nevada  corporation
involved  in a merger the right to  dissent  to a merger and demand and  receive
payment of the fair  value of their  stock in certain  mergers.  However,  these
rights  are not  available  to  holders  of  shares:  (a)  listed on a  national
securities exchange;  (b) included in the national market system by the National
Association  of  Securities  Dealers;  or (c) held of record  by at least  2,000
stockholders,  unless  holders  of stock are  required  to accept in the  merger
anything  other  than any  combination  of cash,  owner's  interests  or owner's
interests  and  cash in lieu of  fractional  shares  of:  (i) the  surviving  or
acquiring  entity in the merger,  or (ii) another  entity that, at the effective
date of the merger, will be: (A) listed on a national securities  exchange,  (B)
included in the national market system by the National Association of Securities
Dealers, or (C) held of record by at least 2,000 stockholders.

         Company.  The  DGCL  grants  stockholders  of  a  Delaware  corporation
involved in a merger the right to demand and  receive  payment of the fair value
of their stock in certain mergers.  However,  appraisal rights are not available
to  holders  of  shares:  (a)  listed on a  national  securities  exchange;  (b)
designated as a national  market  system  security on an  interdealer  quotation
system operated by the National  Association of Securities  Dealers; or (c) held
of record by more than 2,000 stockholders,  unless holders of stock are required
to accept in the merger  anything  other than any  combination  of (1) shares of
stock or depository  receipts of the surviving  corporation  in the merger;  (2)
shares of stock or  depository  receipts  of another  corporation  that,  at the
effective  date of the  merger,  will be (A)  listed  on a  national  securities
exchange,  (B) designated as a national market system security on an interdealer
quotation system operated by the National  Association of Securities Dealers, or
(C)  held of  record  by more  than  2,000  holders;  and (3)  cash  instead  of
fractional shares of the stock or depository receipts received.

         Under both Nevada and Delaware law,  stockholders  are to receive prior
notice of their  rights to dissent,  and a dissenting  stockholder  must deliver
written notice of dissent prior to the vote on the corporate  action giving rise
to dissenters'  rights.  If such corporate  action is approved,  within ten days
after such  corporate  action is effected,  the  corporation  is to give written
notice to those  stockholders  who properly  notified the  corporation  of their
exercise of dissenters' rights.

         In the case of a Nevada corporation, the notice to dissenters shall set
forth certain  procedures  for making a demand for payment,  depositing  shares,
etc., and shall contain certain documentation (including a copy of the statutory
provisions granting dissenters'  rights). In particular,  a notice to dissenters
by a  Nevada  corporation  must  state  a  date  by  which  it is to  receive  a
stockholder's demand for payment,  which is to be not less than 30 nor more than
90 days after the date of the notice.  The  dissenting  stockholder  must make a
written  demand for payment and comply with the other  procedures  stated in the
notice on or prior to the  deadline.  Within 30 days  after  receipt of a proper
demand for payment,  the  corporation  shall pay the dissenting  stockholder the
corporation's  estimate  of  the  fair  value  of  the  shares,  plus  interest,
accompanied  by an  explanation  of the  corporation's  estimate  of fair value,
certain  financial  information  about the  corporation  and a  statement  as to
further  statutory  rights of the dissenting  stockholder.  Within 30 days after
receipt of payment,  the dissenting  stockholder  may provide to the corporation



his or her  own  estimate  of fair  value.  If the  matter  is not  resolved  by
agreement  between the  corporation  and the  stockholder  within 60 days of the
stockholder's  notice of fair value, the corporation  shall file a petition with
its local  district  court  seeking a  determination  of the fair value.  If the
corporation  does not file such a petition  within said 60-day period,  then the
corporation is to pay the  stockholder  his or her estimate of fair value.  If a
petition is timely  filed,  the district  court shall  conduct a  proceeding  to
determine fair value, and may appoint  appraisers in this connection.  The court
will grant a judgment to the relevant dissenting  stockholders for the amount of
any excess of fair value as determined by the court over the payment made by the
corporation  on  account  of the  corporation's  estimate  of fair  value,  plus
interest. The corporation shall bear the costs and expenses of such proceedings,
although the court may  determine an equitable  allocation  of fees and expenses
made by the court.

         In the case of a Delaware  corporation,  the notice to dissenters shall
set forth the effective date of the corporate  action giving rise to dissenters'
rights.  A  stockholder  who  properly  notified the  corporation  of his or her
exercise of dissenters'  rights will then have 120 days after the effective date
of the corporate  action to obtain from the corporation a settlement of the fair
value of his or her shares. Such stockholder may also withdraw his or her demand
within 60 days after the effective date of the corporate action. If no agreement
between the  corporation  and the dissenting  stockholder as to the value of the
shares in question  is reached,  the  stockholder  may,  prior to the end of the
120-day  period,  file a petition for  appraisal of the shares with the Delaware
Court of Chancery to determine the fair value of the shares. If no such petition
is filed within that 120-day period,  the  stockholder's  appraisal rights shall
cease.  If a petition  is timely  filed,  the fair  value of the shares  will be
determined  by the Court of  Chancery,  considering  all  relevant  factors  but
excluding "any element of value arising from the  accomplishment or expectation"
of the transaction  giving rise to appraisal rights.  After determining the fair
value,  the Court of  Chancery  will issue an order to the  corporation  (or its
successor)  setting  forth the amount to be paid to the  dissenting  stockholder
(which  may  include   interest  and,  if  so  applied  for  by  the  dissenting
stockholder, certain expenses).

 Derivative Suits

         Under both the Delaware Law and the Nevada Law, a stockholder may bring
a derivative  action on behalf of the corporation  only if the stockholder was a
stockholder of the corporation at the time of the transaction in question or the
stockholder acquired the stock thereafter by operation of law.

Inspection Of Records And Stockholder Lists

         Park City.  Under the NRS,  any person that has been a  stockholder  of
record of a Nevada corporation for at least six months, or any person holding or
representing  at least 5% of its  outstanding  shares,  upon at least five days'
written  demand,  may inspect its stock ledger and make copies from it. However,
only   stockholders  of  record  that  own  or  represent  at  least  15%  of  a
corporation's shares have the right, upon at least five days' written demand, to
inspect the books of account and financial  records of the corporation,  to make
copies  from them and to  conduct  an audit of those  records;  any  corporation
listed and traded on any  recognized  stock  exchange  or any  corporation  that



furnishes to its stockholders a detailed,  annual financial  statement is exempt
from this requirement.

         Company.  The DGCL allows any stockholder to inspect and make copies of
the stock ledger,  a list of its  stockholders  and other books and records of a
Delaware  corporation  for any proper  purpose  (that is any purpose  reasonably
related to that person's interest as a stockholder).

Stockholder Class Voting Rights

         Park City. With respect to mergers, the NRS requires voting by separate
classes and series of shares if the plan of merger  contains a provision that if
contained in an amendment to the articles of  incorporation  of the  corporation
would entitle the  particular  class of  stockholders  to vote as a class on the
proposed amendment.  With respect to share exchanges, the NRS requires voting by
each  separate  class or series of shares  included in the  exchange,  with each
class constituting a separate voting class.

         The NRS also requires,  in addition to the  affirmative  vote otherwise
required,  voting  and  approval  by the  separate  classes  of  shares  for any
amendment  to the  articles of  incorporation  if the  amendment  would alter or
change any  preference  or  relative  or other  right given to any such class or
series of outstanding shares.

         Company.  Delaware  law requires  voting by separate  classes of shares
only with  respect to  amendments  to a Delaware  corporation's  certificate  of
incorporation  that  adversely  affect  the  holders  of those  classes  or that
increase or decrease the aggregate number of authorized  shares or the par value
of the shares of any of those classes.

Cumulative Voting

         Cumulative voting for directors entitles  stockholders to cast a number
of votes that is equal to the number of voting  shares  held  multiplied  by the
number of directors to be elected.  Stockholders  may cast all such votes either
for one nominee or distribute such votes among up to as many candidates as there
are positions to be filled.  Cumulative voting may enable a minority stockholder
or group of  stockholders to elect at least one  representative  to the board of
directors  where  such  stockholders  would not  otherwise  be able to elect any
directors.

         The Nevada Law permits  cumulative  voting in the election of directors
as long as certain procedures are followed.  A Delaware  corporation may provide
for cumulative voting in the corporation's  certificate of incorporation.  Since
neither the Company,  nor Park City's  charters  provide for cumulative  voting,
there will be no significant  difference in stockholders' rights with respect to
this issue.

Indemnification

         Park City. The NRS provides that, subject to certain limitations in the
case of derivative suits brought by a corporation's  stockholders in its name, a
corporation  may indemnify any individual who is made a party to any third-party
suit or proceeding on account of being a director, officer, employee or agent of



the corporation against expenses,  including attorneys' fees,  judgments,  fines
and amounts paid in settlement reasonably and actually incurred by him or her in
connection with the action,  through,  among other things,  a majority vote of a
quorum  consisting of directors who were not parties to the suit or  proceeding,
if the individual:

         a.       acted  in good  faith  and in a  manner  he or she  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation or, in some circumstances, at least not opposed to
                  its  best  interests,  provided  that the  termination  of any
                  action or suit by judgment,  order, settlement,  conviction or
                  on a plea of NOLO  CONTENDRE  does not create a presumption by
                  itself that the individual did not act in good faith, and

         b.       in a criminal  proceeding,  had no reasonable cause to believe
                  his or her conduct was unlawful.

         To the extent a director,  officer,  employee or agent is successful on
the merits or otherwise in the defense of this action,  suit or proceeding,  the
corporation  is required by the NRS to indemnify the  individual  for reasonable
and actual expenses incurred thereby.

         The Articles of Incorporation  of Park City contain certain  provisions
which  authorize  the board of  directors  indemnify  the  officers,  directors,
employees  and agents of Park City from damages  arising from their  services to
Park  City and the Park  City's  bylaws  include  provisions  which  grant  such
indemnification.

         Company.  The DGCL provides that, subject to certain limitations in the
case of derivative suits brought by a corporation's  stockholders in its name, a
corporation has the power to indemnify any individual who is made a party to any
third-party suit or proceeding on account of being a director, officer, employee
or  agent  of the  corporation  against  expenses,  including  attorneys'  fees,
judgments,  fines and amounts paid in settlement  reasonably  incurred by him or
her in connection with the action,  through, among other things, a majority vote
of a  quorum  consisting  of  directors  who  were  not  parties  to the suit or
proceeding, if the individual:

         a.       acted  in good  faith  and in a  manner  he or she  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation or, in some circumstances, at least not opposed to
                  its best interests; and

         b.       in a criminal  proceeding,  had no reasonable cause to believe
                  his or her conduct was unlawful.

         The DGCL  requires  corporations  to  indemnify  a  director,  officer,
employee or agent to the extent such person is  successful in the defense of the
action,  suit or  proceeding,  for  reasonable  expenses  incurred.  A  Delaware
corporation  has the  discretion  to provide for the payment of such expenses in
advance of the final disposition of the action,  suit or proceeding upon receipt
of an  undertaking  by such person to repay  amounts  advanced if such person is
ultimately found not entitled to be indemnified.



         The  Certificate of  Incorporation  of the Company has provisions  that
authorize the board of directors to indemnify officers, directors, employees and
agents.  The  Company's  bylaws grant  indemnification  rights to the  officers,
directors and employees of Park City and its subsidiaries.

Charter Amendments

         Park City.  Under the NRS,  amendments to the articles of incorporation
may be adopted if recommended by the board of directors of the  corporation  and
approved by a majority of the outstanding shares entitled to vote.

         Company.  Under the DGCL,  amendments to a certificate of incorporation
require  the  approval  of  the  board  of  directors  of  the  corporation  and
stockholders  holding a majority of the outstanding  stock of the class entitled
to vote on the amendment as a class, unless a different  proportion is specified
in the  certificate  of  incorporation  or by other  provisions  of the DGCL. In
addition,  amendments  that  make  changes  relating  to the  capital  stock  by
increasing  or decreasing  the par value or the  aggregate  number of authorized
shares of a class,  or otherwise  adversely  affecting the rights of such class,
must be approved by the majority vote of each class or series of stock affected,
even if such stock would not otherwise have such voting rights.

Dividends

         The Delaware Law is more  restrictive  than the Nevada Law with respect
to  when  dividends  may  be  paid.  Under  the  Delaware  Law,  subject  to any
restrictions  provided in the  certificate of  incorporation,  a corporation may
declare dividends,  out of surplus,  or if no surplus exists, out of net profits
for the fiscal  year in which the  dividend  is  declared  and/or the  preceding
fiscal year  (provided that the amount of capital of the  corporation  following
the  declaration  and  payment of the  dividend  is not less than the  aggregate
amount of the capital  represented  by the issued and  outstanding  stock of all
classes having a preference upon the distribution of assets).

          The Nevada Law  provides  that  except as  otherwise  provided  in its
articles  of  incorporation,   no  distribution   (including  dividends  on,  or
redemption or  repurchases  of,  shares of capital  stock) may be made if, after
giving effect to such distribution, the corporation would not be able to pay its
debts as they become due in the usual course of business,  or the  corporation's
total assets would be less than the sum of its total liabilities plus the amount
that would be needed at the time of a  liquidation  to satisfy the  preferential
rights of preferred stockholders.

Constituency Provisions

         Park City.  The NRS contains a provision  that provides that  directors
and officers off a corporation,  in exercising  their  respective  powers with a
view to the  interests  of the  corporation,  may  consider,  in addition to the
interests of the common stockholders of a corporation, any of the following:

         - the interests of the corporation's  employees,  suppliers,  creditors
and customers;



         - the economy of the state of Nevada and the nation;

         - the interests of the community and of society; and

     - the long-term as well as short-term  interests of the corporation and its
stockholders,  including the possibility that these interests may best be served
by the continued independence of the corporation.  The NRS further provides that
directors  and  officers  are not  required to consider the effect of a proposed
corporate action upon any particular group having an interest in the corporation
as a dominant factor.

         Company.  The DGCL does not contain an equivalent  provision  requiring
that the directors of a corporation  consider the interests of any  constituency
other than the stockholders of a corporation.

Fiscal Year

         Park City's fiscal year will end on June 30, the same as the Company's.

                    Terms of Reincorporation Merger Agreement

         The description of the Reincorporation Merger Agreement set forth below
describes the material terms, but does not purport to describe all of the terms,
of the  Reincorporation  Merger Agreement.  The full text of the Reincorporation
Merger Agreement,  as amended,  is attached as Appendix "C" to this document and
is  incorporated by reference  herein.  All  shareholders  are urged to read the
Reincorporation Merger Agreement in its entirety.

         Structure of the Merger. At the time the Reincorporation Merger becomes
effective,  The Company  will merge with and into its  wholly-owned  subsidiary,
Park City as the surviving corporation. All of the officers and directors of the
Company will become the officers and directors of the Company.

         Merger Consideration.  Each share of the Company's common stock will be
converted into one share of Park City.

         Completion  of the  Merger.  The  Reincorporation  Merger  will  become
effective  when we file  Articles  of  Merger  with the  State of  Nevada  and a
Certificate of Merger with the State of Delaware.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

         The  following  table  sets  forth as of June 6,  2002,  the number and
percentage  of the  outstanding  shares of common stock which,  according to the
information  supplied to Fields,  were beneficially owned by (i) each person who
is  currently  a director  of Fields,  (ii) each  executive  officer,  (iii) all
current  directors  and  executive  officers  of Fields as a group and (iv) each



person who, to the knowledge of Fields is the  beneficial  owner of more than 5%
of the  outstanding  common stock.  Except as otherwise  indicated,  the persons
named in the table have sole voting and  dispositive  power with  respect to all
shares beneficially owned,  subject to community property laws where applicable.
As of  June  6,  2002  the  Company  had  162,509,898  shares  of  Common  Stock
outstanding and no shares of Preferred Stock outstanding

Name, Position, and Address            Amount of Beneficial            Percent
of Beneficial Owner                        Ownership (1)              of class
-------------------                        -------------              --------
Randall K.  Fields, President, CEO
and Chairman of the Board
Park City, Utah                              107,736,000     (2)        66.47%

Edward C.  Dmytryk, Director
Ocala, Florida                                   126,660                    *

Thomas W.  Wilson Jr., Director
Westport, Connecticut                          4,000,000     (3)          2.47%

Bernard F.  Brennan, Director
Ponte Vedra Beach, Florida                     4,666,667     (4)          2.88%

William R.  Jones, Director
Cumming, Georgia                                  33,300                   *

Terry R. Peets, Director
Balba Island, California                               0                   0

Barbara J.  Ray, CFO and Secretary
Salt Lake City, Utah                                   0                   0

Executive Officers & Directors as
a Group (6 persons)                          116,562,627                 71.92%

*        Less than 1%

(1)      Beneficial  ownership is determined  in  accordance  with SEC rules and
         generally  includes holding voting and investment power with respect to
         the  securities.  Shares of Common Stock subject to options or warrants
         currently  exercisable,  or  exercisable  within  60 days,  are  deemed
         outstanding  for computing the percentage of the total number of shares
         beneficially owned by the designated person, but not deemed outstanding
         for computing the percentage of any other person.



(2)      Includes 87,923,100 shares of common stock owned by Riverview Financial
         Corp.  that is owned 100% by Randall K. Fields,  and it includes  fully
         vested options to purchase 2,000,000 shares of common stock.

(3)      Includes  fully vested options to purchase  2,333,333  shares of common
         stock.

(4)      Includes  fully vested options to purchase  2,666,667  shares of common
         stock.

                         EXCHANGE OF STOCK CERTIFICATES

         No action need be taken by the Company's stockholders to exchange their
stock certificates as a result of the Reincorporation  Merger.  Certificates for
shares of the  Company's  common  stock will  automatically  represent  an equal
number of shares of Park City Common Stock.  However,  as soon as possible after
Reincorporation Merger is effective,  holders of the Company's common stock will
be notified and requested to surrender  their present common stock  certificates
for new certificates  representing shares of Park City Common Stock. The Company
will not issued new certificates until stockholders have first surrendered their
outstanding  certificate(s)  together  with the properly  completed and executed
transmittal  letter to the exchange agent.  Until  surrender,  each  certificate
representing shares before the reverse stock split will continue to be valid and
would represent the same number of shares.  Stockholders  should not destroy any
stock  certificate  and should not submit any  certificates  until you receive a
letter of transmittal.

                      ADDITIONAL AND AVAILABLE INFORMATION

         The Company is subject to the informational  filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy  statements and other  information  with the SEC relating to its business,
financial condition and other matters. Such reports,  proxy statements and other
information  can be  inspected  and  copied  at the  public  reference  facility
maintained by the SEC at 450 Fifth Street,  N.W.,  Room 1024,  Washington,  D.C.
20549.  Information  regarding the public  reference  facilities may be obtained
from the SEC by  telephoning  1-800-SEC-0330.  The  Company's  filings  are also
available  to the public on the SEC's  website  (http://www.sec.gov).  Copies of
such materials may also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

                       STATEMENT OF ADDITIONAL INFORMATION

         The Company's Quarterly Report on Form 10-K for the year ended June 30,
2001  and  Form  10-QSB,  for  the  quarter  ended  March  31,  2002,  has  been
incorporated herein by this reference.

         The Company's Current Report on Form 8-K, dated April 5, 2002, has been
incorporated herein by this reference.



         The Company will provide  without charge to each person,  including any
beneficial owner of such person,  to whom a copy of this  Information  Statement
has been  delivered,  on written or oral  request,  a copy of any and all of the
documents  referred to above that have been or may be  incorporated by reference
herein  other  than  exhibits  to  such  documents  (unless  such  exhibits  are
specifically incorporated by reference herein).

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d)  of the  Exchange  Act  subsequent  to the date of this  Information
Statement  shall be deemed to be  incorporated  by reference  herein and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or  superseded  for purposes of this  Information
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

                           COMPANY CONTACT INFORMATION

         All  inquiries  regarding  the  Company  should  be  addressed  to  the
Company's principal executive offices:

                            Fields Technologies, Inc.
                       P.O. Box 5000; 333 Main Street #300
                               Park City, UT 84060
                                 (435) 649-2221


                                           By order of the Board of Directors:

                                           /s/ Randall K.  Fields
                                           -------------------------------------
                                           President and Chief Executive Officer


Exhibits

Exhibit "A"   - Articles of Incorporation
Exhibit "B"   - Bylaws
Exhibit "C"   - Agreement and Plan of Merger


                                                                     EXHIBIT "A"

                            ARTICLES OF INCORPORATION
                                       OF
                              PARK CITY GROUP, INC.

         The undersigned incorporator hereby forms a corporation pursuant to the
General  Corporation  Law of the State of Nevada.  (Chapter 78 of Nevada Revised
Statutes ("NRS")).

                                    ARTICLE I
                                 CORPORATE NAME

         The name of the Corporation is PARK CITY GROUP, INC.

                                   ARTICLE II
                                REGISTERED OFFICE

         The  registered  office  of the  Corporation  in the State of Nevada is
Corporation Trust Company of Nevada, 1 East First Street,  Reno, Nevada,  County
of  Washoe.  The  registered  agent in charge  thereof  at such  address  is The
Corporation Trust Company.

                                   ARTICLE III
                                    DURATION

         The duration of the Corporation shall be perpetual.

                                   ARTICLE IV
                                 GENERAL PURPOSE

         The  purpose  of the  Corporation  is to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of Nevada".

                                    ARTICLE V
                                  CAPITAL STOCK

         The total  number of shares of all  classes of  capital  stock that the
Corporation  has the authority to issue is  330,000,000  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)  300,000,000  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 or  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 shares of  Preferred  Stock  before the  issuance of any shares 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

                                   ARTICLE VI
                                    DIRECTORS

         The  business  and  affairs of the  Corporation  shall be managed by or
under the direction of the board of directors,  which initially shall consist of
one director. The number of directors comprising the board of directors shall be
fixed  upon  resolution  of the  board  of  directors  and may be  increased  or
decreased  from  time to time  in the  manner  provided  in the  by-laws  of the
Corporation;  except that, at no time shall there by less than one (1) director.
The  names,  addresses  and  categories  of the  initial  member of the board of
directors is Randy K. Fields, 333 Main Street, #300, Park City, UT 84060.

                                   ARTICLE VII
                                  INCORPORATOR

         The name and mailing  address of the  incorporator of the Company is A.
O. Headman, Jr., 525 East 100 South, Fifth Floor, Salt Lake City, UT 84102.

                                  ARTICLE VIII
                                NON-ASSESSABILITY

         Shares  of the  Corporation  shall not be  subject  to  assessment  for
payment of the debts of the Corporation.

                                   ARTICLE IX
                                     BYLAWS

         The Board of Directors shall have the power to make,  adopt,  amend, or
repeal the Bylaws of the Corporation.

                                    ARTICLE X
                     AMENDMENT OF ARTICLES OF INCORPORATION

         In the event the board of directors of the Corporation  determines that
it  is  in  the   Corporation's   best  interest  to  amend  these  Articles  of
Incorporation, the board of directors shall adopt a resolution setting forth the
proposed  amendment and declaring its  advisability and submit the matter to the
stockholders   entitled  to  vote  thereon  for  the  consideration  thereof  in
accordance  with the provisions of the NRS and these Articles of  Incorporation.
In the resolution setting forth the proposed  amendment,  the board of directors
may insert a provision  allowing  the board of  directors  to later  abandon the



amendment,  without  concurrence  by the  stockholders,  after the amendment has
received  stockholder approval but before the amendment is filed with the Nevada
Secretary of State.

                                   ARTICLE XI
                LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS

         A director or officer of the Corporation shall not be personally liable
to the Corporation or its  stockholders for damages for breach of fiduciary duty
as a director  or officer,  except  for:  (1) acts or  omissions  which  involve
intentional misconduct,  fraud or a knowing violation of law; or (2) the payment
of  dividends  in violation  of NRS 78.300.  Any repeal or  modification  of the
provisions of this Article XI by the  stockholders of the  Corporation  shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation with respect to any act or
omission  occurring prior to the effective date of such repeal or  modification.
If the Nevada  Corporation  Law  hereafter is amended to  authorize  the further
elimination  or limitation  of the liability of directors or officers,  then the
liability  of a director  or  officer of the  Corporation,  in  addition  to the
limitation  on  personal  liability  provided  herein,  shall be  limited to the
fullest extent permitted by the amended Nevada Corporation Law.

         In the event that any of the  provisions  of this Article XI (including
any  provision  within  a  single  sentence)  is held by a  court  of  competent
jurisdiction  to be invalid,  void or  otherwise  unenforceable,  the  remaining
provisions  are severable  and shall remain  enforceable  to the fullest  extent
permitted by law.

                                   ARTICLE XII
                                 INDEMNIFICATION

         The  Corporation   shall,  to  the  fullest  extent  permitted  by  the
provisions  of  ss.78.7502 of the Nevada  Revised  Statutes,  as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify  under said  section from and against any and all of the  expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under the Bylaw,  agreement,
vote of  stockholders,  or  disinterested  directors,  or otherwise,  both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
director,  officer,  employee,  or agent and shall  inure to the  benefit of the
heirs, executors, and administrators of such a person.

         The  undersigned,  for the purpose of forming a  corporation  under the
laws of the State of Nevada,  does make, file, and record this certificate,  and
does  certify  that the facts stated  herein are true;  and has  executed  these
Articles of Incorporation.

         DATED this ___ day of ___________, 2002.


                                                    ----------------------------
                                                    A. O. Headman, Jr.



STATE OF UTAH          )
                       ) ss.
COUNTY OF SALT LAKE    )

         On the _____ day of ______________ 2002,  personally appeared before me
A. O.  Headman,  Jr., who being by me first duly sworn,  declared that he is the
person  who signed  the  foregoing  documents  as an  incorporator  and that the
statements therein contained are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal this _____ day
of ________ 2002.


                                                 _______________________________
                                                 NOTARY PUBLIC
                                                 Residing at ___________________

                                                 My Commission expires:

                                                 _______________________________



                                                                     EXHIBIT "B"


                         BYLAWS OF PARK CITY GROUP, INC.

                                TABLE OF CONTENTS

ARTICLE I. OFFICES........................................................1

       ss. 1.1    Business Office.........................................1
       ss. 1.2.   Registered Office.......................................1

ARTICLE II. SHAREHOLDERS..................................................1

       ss. 2.1.   Annual Shareholder Meeting..............................1
       ss. 2.2.   Special Shareholder Meetings............................1
       ss. 2.3.   Place of Shareholder Meeting............................1
       ss. 2.4.   Notice of Shareholder Meeting...........................1
       ss. 2.5.   Fixing of Record Date...................................3
       ss. 2.6.   Shareholder List........................................3
       ss. 2.7.   Shareholder Quorum and Voting Requirements..............4
       ss. 2.8.   Proxies.................................................4
       ss. 2.9.   Voting of Shares........................................4
       ss. 2.10.  Corporation's Acceptance of Votes.......................5
       ss. 2.11.  Action Without Meeting by Written Consent...............6
       ss. 2.12   Voting for Directors....................................6
       ss. 2.13   Shareholder's Rights to Inspect Corporate Records.......6
       ss. 2.14.  Dissenters' Rights......................................8

ARTICLE III. BOARD OF DIRECTORS...........................................8

       ss. 3.1.   General Powers..........................................8
       ss. 3.2.   Number, Tenure, and Qualifications of Directors.........8
       ss. 3.3.   Nomination by Stockholders..............................8
       ss. 3.4.   Regular Meetings of the Board of Directors..............8
       ss. 3.5.   Special Meetings of the Board of Directors..............8
       ss. 3.6.   Notice of, and Waiver of Notice for, Special
                  Director Meeting........................................9
       ss. 3.7.   Director Quorum.........................................9
       ss. 3.8.   Directors' Manner of Acting.............................9
       ss. 3.9.   Director Action Without a Meeting.......................9



       ss. 3.10.  Removal of Directors...................................10
       ss. 3.11.  Board of Director Vacancies............................10
       ss. 3.12.  Director Compensation..................................10
       ss. 3.13.  Director Committees....................................10

ARTICLE IV. OFFICERS.....................................................11

       ss. 4.1.   Number of Officers.....................................11
       ss. 4.2.   Appointment and Term of Office.........................11
       ss. 4.3.   Removal of Officers....................................11
       ss. 4.4.   President..............................................12
       ss. 4.5.   The Vice-Presidents....................................12
       ss. 4.6.   The Secretary..........................................12
       ss. 4.7.   The Treasurer..........................................12
       ss. 4.8.   Assistant Secretaries and Assistant Treasurers.........13
       ss. 4.9.   Salaries...............................................13
       ss. 4.10.  Corporate Bank Accounts................................13

ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND
         EMPLOYEES.......................................................13

       ss. 5.1.   Indemnification of Officers and Directors..............13
       ss. 5.2.   Indemnification of Employees and Agents................14
       ss. 5.3.   Non-Exclusive..........................................15
       ss. 5.4.   Insurance..............................................15
       ss. 5.5.   Advance Expenses for Directors.........................15

ARTICLE VI. CERTIFICATE FOR SHARES AND THEIR TRANSFER....................16

       ss. 6.1.   Certificates for Shares................................16
       ss. 6.2.   Shares Without Certificates............................16
       ss. 6.3.   Registration of the Transfer of Shares.................17
       ss. 6.4.   Restrictions on Transfer of Shares Permitted...........17
       ss. 6.5.   Acquisition of Shares..................................18
       ss. 6.6.   Lost, Stolen or Destroyed Certificates.................18

ARTICLE VII. DISTRIBUTIONS...............................................18

       ss. 7.1.   Distributions..........................................18

ARTICLE VIII. GENERAL PROVISIONS.........................................18

       ss. 8.1.   Corporate Seal.........................................18
       ss. 8.2.   Fiscal Year............................................19
       ss. 8.3.   Evidence of Authority..................................19



       ss. 8.4.   Articles of Incorporation..............................19
       ss. 8.5.   Pronouns...............................................19

ARTICLE IX. EMERGENCY BYLAWS.............................................19

       ss. 9.1.   Emergency Bylaws.......................................19

ARTICLE X. AMENDMENTS....................................................20

       ss. 10.1.  Amendments.............................................20



                         BYLAWS OF PARK CITY GROUP, INC.

                               ARTICLE I. OFFICES

         ss. 1.1. Business Office. The Principal office of the corporation shall
be  located  at any  place  either  within  or  outside  the  State of Nevada as
designated  in the  corporation's  most  current  Annual  Report  filed with the
Secretary of State of the State of Nevada.  The  corporation may have such other
offices,  either within or without the State of Nevada as the Board of Directors
may  designate  or as the business of the  corporation  may require from time to
time. The corporation  shall maintain at its principal  office a copy of certain
records, as specified in ss. 2.13 of Article II.

         ss. 1.2.  Registered  Office. The registered office of the corporation,
required by ss.  78.090,  Nevada Revised  Statutes,  shall be located within the
State of Nevada and may be, but need not be, identical with the principal office
of the  corporation.  The address of the  registered  office may be changed from
time to time.

                            ARTICLE II. SHAREHOLDERS

         ss.  2.1.  Annual  Shareholder  Meeting.  The  annual  meeting  of  the
shareholders  shall be held at such  time and on such  date as shall be fixed by
the Board of  Directors,  for the  purpose  of  electing  directors  and for the
transaction of such other business as may come before the meeting.

         ss.  2.2.  Special  Shareholder  Meetings.   Special  meetings  of  the
shareholders,  for any purpose or purposes,  described in the notice of meeting,
may be called by the president,  or by the Board of Directors or by the Chairman
of the Board of  Directors,  and shall be called by the President at the request
of the  holders  of not less  than  one-tenth  of all  outstanding  votes of the
corporation entitled to be cast on any issue at the meeting.

         ss. 2.3.  Place of  Shareholder  Meeting.  The Board of  Directors  may
designate  any  place,  either  within or  outside of the State of Nevada as the
place of meeting for any Annual or any Special Meeting of the Shareholders.

         ss. 2.4. Notice of Shareholder Meeting.

                  A. Required Notice.  Written notice stating the place, day and
hour of any Annual or Special  shareholder  meeting  shall be delivered not less
than 10 nor more than 60 days before the date of the meeting,  either personally
or by mail, by or at the direction of the President,  the Board of Directors, or
other persons calling the meeting,  to each  shareholder of record,  entitled to
vote at such meeting and to any other shareholder entitled by the Nevada Revised
Statutes or the  Articles of  Incorporation  to receive  notice of the  meeting.
Notice shall be deemed to be effective at the earlier of: (1) when  deposited in
the United  States  mail,  addressed  to the  shareholder  at his  address as it
appears on the stock transfer  books of the  corporation,  with postage  thereon
prepaid;



(2) on the date shown on the return  receipt if sent by  registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee;  (3) when received;  or (4) 5 days after deposit in the United States
mail, if mailed  postpaid and correctly  addressed to an address other than that
shown in the corporation's current record of shareholders.

                  B. Adjourned Meeting.  If any shareholder meeting is adjourned
to a different date,  time, or place,  notice need not be given of the new date,
time,  and place,  if the new date,  time, and place is announced at the meeting
before  adjournment  and such new  date is  within  thirty  (30)  days  from the
originally  scheduled  meeting  date.  If a new  record  date for the  adjourned
meeting  is,  or  must be  fixed  then  notice  must be  given  pursuant  to the
requirements  of  paragraph  (a)  of  this '  2.4,  to  those  persons  who  are
shareholders as of the new record date.

                  C. Waiver of Notice.  The  shareholder may waive notice of the
meeting  (or any notice  required  by the Act,  Articles  of  Incorporation,  or
Bylaws), by a writing signed by the shareholder entitled to the notice, which is
delivered to the corporation (either before or after the date and time stated in
the notice) for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting:

                  1.       waives  objection  to lack  of  notice  or  defective
                           notice of the meeting,  unless the shareholder at the
                           beginning  of the  meeting  objects  to  holding  the
                           meeting or transacting business at the meeting;

                  2.       waives  objection  to  consideration  of a particular
                           matter at the meeting  that is not within the purpose
                           or purposes  described in the meeting notice,  unless
                           the  shareholder  objects to  considering  the matter
                           when it is presented.

                  D. Contents of Notice.  The notice of each Special  Meeting of
Shareholders  shall include a  description  of the purpose or purposes for which
the meeting is called.  Except as provided in this ss. 2.4(d), or as provided in
the corporation's Articles of Incorporation,  or otherwise in the Nevada Revised
Statutes,  the  notice  of an  Annual  Shareholder  Meeting  need not  include a
description of the purpose or purposes for which the meeting is called.

         If a purpose of any shareholder  meeting is to consider  either:  (1) a
proposed  amendment to the  Articles of  Incorporation  (including  any Restated
Articles  requiring  shareholder  approval);  (2) a  plan  of  merger  or  share
exchange;  (3) the  sale,  lease,  exchange  or  other  disposition  of all,  or
substantially  all of the  corporation's  property;  (4) the  dissolution of the
corporation;  or (5) the removal of a director,  the notice must so state and be
accompanied by respectively a copy or summary of the: (1) Articles of Amendment;
(2) Plan of Merger or Share Exchange;  or (3) transaction for disposition of all
the corporation's property. If the proposed corporate action created dissenters'
rights,  the notice  must state that  shareholders  are,  or may be  entitled to
assert  dissenters'  rights,  and must be  accompanied  by a copy of the  Nevada
Revised Statues dealing with dissenters=  rights. If the corporation  issues, or
authorizes the issuance of shares for promissory notes or for promises to render
services  in the  future,  the  corporation  shall  report in writing to all the
shareholders the number of shares  authorized or issued,  and the  consideration



received with or before the notice of the next shareholder meeting. Likewise, if
the corporation  indemnifies or advances  expenses to a director,  this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

         ss.  2.5.  Fixing  of  Record  Date.  For the  purpose  of  determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend,  or in order to make a determination  of shareholders for any other
proper  purpose,  the Board of Directors may fix in advance a date as the record
date. Such record date shall not be more than 60 days prior to the date on which
the  meeting  or  the  particular   action,   requiring  such  determination  of
shareholders  is to be taken. If no record date is so fixed by the Board for the
determination of shareholders  entitled to notice of, or to vote at a meeting of
shareholders,   or  shareholders   entitled  to  receive  a  share  dividend  or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

                  1.       With respect to an Annual Shareholder  Meeting or any
                           Special  Shareholder  Meeting  called by the Board of
                           Directors or any person  specifically  authorized  by
                           the Board or these Bylaws to call a meeting,  the day
                           before the first notice is delivered to shareholders;

                  2.       With  respect  to  a  Special  Shareholder's  Meeting
                           demanded  by the  shareholders,  the date  the  first
                           shareholder signs the demand;

                  3.       With respect to the payment of a share dividend,  the
                           date the board authorizes the share dividend;

                  4.       With  respect to actions  taken in writing  without a
                           meeting  (pursuant to Article II,ss.  2.11), the date
                           the first shareholder signs a consent;

                  5.       And with respect to a distribution  to  shareholders,
                           (other   than   one   involving   a   repurchase   or
                           reacquisition   of   shares),   the  date  the  Board
                           authorizes the distribution.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

         ss. 2.6.  Shareholder  List.  The officer or agent having charge of the
stock transfer books for shares of the corporation  shall make a complete record
of the  shareholders  entitled to vote at each meeting of shareholders  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each.  The list must be arranged by voting  group (if such  exists,  see
Art. II. ss. 2.7) and within each voting group by class or series of shares. The



shareholder list must be available for inspection by any shareholder,  beginning
two  business  days after  notice of the meeting is given for which the list was
prepared and continuing through the meeting.  The list shall be available in the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting is to be held. A shareholder,  his agent, or attorney
is entitled on written demand to inspect and, subject to the requirements of ss.
2.13 of this Article II, to copy the list during  regular  business hours and at
his expense,  during the period it is available for inspection.  The corporation
shall maintain the  shareholder  list in written form or in another form capable
of conversion into written form within a reasonable time.

         ss. 2.7. Shareholder Quorum and Voting Requirements. If the Articles of
Incorporation or the Nevada Revised Business Corporation Act provides for voting
by a single voting group on a matter,  action on that matter is taken when voted
upon by that voting group.

         Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the Articles of Incorporation,  the Bylaws, or the Nevada Revised
Business Corporation Act provide otherwise,  a majority of the votes entitled to
be cast on the matter by the voting  group  constitutes  a quorum of that voting
group for action on that matter.

         If the Articles of Incorporation or the Nevada  Corporation Act provide
for voting by two or more  voting  groups on a matter,  action on that matter is
taken only when voted upon by each of those voting  groups  counted  separately.
Action may be taken by one  voting  group on a matter  even  though no action is
taken by another voting group entitled to vote on the matter.

         Once a share is represented for any purpose at a meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned meeting.

         If a quorum  exists,  action on a matter  (other  than the  election of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action.

         ss. 2.8.  Proxies.  At all meetings of shareholders,  a shareholder may
vote in person, or by a proxy which is executed in writing by the shareholder or
which is executed by his duly authorized  attorney-in-fact.  Such proxy shall be
filed with the  Secretary  of the  corporation  or other  person  authorized  to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after 11 months from the date of its execution unless otherwise  provided in the
proxy. A shareholder  may appoint a proxy by  transmitting  or  authorizing  the
transmission of a telegram, teletype, telecopy or other electronic transmission.

         ss. 2.9. Voting of Shares. Unless otherwise provided in the Articles of
Incorporation,  each  outstanding  share shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

         Except as provided by specific  court order,  no shares held by another
corporation,  if a majority of the shares  entitled to vote for the  election of
directors of such other corporation are held by the corporation,  shall be voted
at any meeting or counted in determining the total number of outstanding  shares



at any given time for  purposes of any  meeting.  Provided,  however,  the prior
sentence  shall  not  limit the  power of the  corporation  to vote any  shares,
including its own shares, held by it in a fiduciary capacity.

         Redeemable  shares are not entitled to vote after notice of  redemption
is mailed to the  holders  and a sum  sufficient  to redeem  the shares has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

         ss. 2.10. Corporation's Acceptance of Votes.

                  A. If the name  signed on a vote,  consent,  waiver,  or proxy
appointment corresponds to the name of a shareholder,  the corporation if acting
in good  faith,  is  entitled  to accept  the vote,  consent,  waiver,  or proxy
appointment and give it effect as the act of the shareholder.

                  B. If the name  signed on a vote,  consent,  waiver,  or proxy
appointment does not correspond to the name of its shareholder, the corporation,
if acting in good faith, is nevertheless  entitled to accept the vote,  consent,
waiver,  or proxy  appointment  and give it effect as the act of the shareholder
if:

                  1.       the  shareholder  is an  entity  and the name  signed
                           purports  to be that of an  officer  or  agent of the
                           entity;

                  2.       the   name   signed   purports   to  be  that  of  an
                           administrator,  executor,  guardian,  or  conservator
                           representing  the shareholder and, if the corporation
                           requests,  evidence of fiduciary status acceptable to
                           the  corporation  has been  presented with respect to
                           the vote, consent, waiver, or proxy appointment;

                  3.       the name signed  purports to be that of a receiver or
                           trustee in bankruptcy of the shareholder  and, if the
                           corporation   requests,   evidence   of  this  status
                           acceptable to the corporation has been presented with
                           respect  to  the  vote,  consent,  waiver,  or  proxy
                           appointment;

                  4.       the name  signed  purports  to be that of a  pledgee,
                           beneficial   owner,   or   attorney-in-fact   of  the
                           shareholder   and,  if  the   corporation   requests,
                           evidence   acceptable  to  the   corporation  of  the
                           signatory's authority to sign for the shareholder has
                           been  presented  with  respect to the vote,  consent,
                           waiver, or proxy appointment; or

                  5.       two or more persons are the shareholder as co-tenants
                           or fiduciaries and the name signed purports to be the
                           name of at lease one of the  co-owners and the person
                           signing  appears  to be  acting  on behalf of all the
                           co-owners.



                  C. The  corporation  is  entitled  to reject a vote,  consent,
waiver,  or  proxy  appointment  if the  secretary  or  other  officer  or agent
authorized to tabulate  votes,  acting in good faith,  has reasonable  basis for
doubt  about  the  validity  of the  signature  on it or about  the  signatory's
authority to sign for the shareholder.

                  D. The  corporation  and its  officer or agent who  accepts or
rejects a vote,  consent,  waiver,  or proxy  appointment  in good  faith and in
accordance with the standards of this section,  are not liable in damages to the
shareholder for the consequences of the acceptance or rejection.

                  E. Corporate  action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is valid unless a
court of competent jurisdiction determines otherwise.

         ss.  2.11.  Action  Without  Meeting  by  Written  Consent.  Any action
required or permitted to be taken at a meeting of the  shareholders may be taken
without a meeting if one or more consents in writing,  setting forth the action,
shall be signed by the holders of  outstanding  shares  having not less than the
minimum  number of votes that would be necessary to authorize or take the action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted. If written consents of less than all the shareholders have been obtained,
notice of such  shareholder  approval by written consent shall be given at least
ten (10) days before the  consummation of the action  authorized by such written
consent to those shareholders entitled to vote who have not consented in writing
and to any non-voting shareholders.  Such notice shall contain or be accompanied
by the same material that would have been required if a formal  meeting had been
called to  consider  the action.  A consent  signed  under this  section has the
effect of a vote at a meeting and may be described as such in any document.

         ss.  2.12.  Voting for  Directors.  Unless  otherwise  provided  in the
Articles of  Incorporation,  directors  are elected by a plurality  of the votes
cast by the  shares  entitled  to vote in the  election  at a meeting at which a
quorum is present. Shareholders do not have a right to cumulate their votes.

         ss. 2.13. Shareholder's Rights to Inspect Corporate Records.

                  A. Minutes and Accounting Records.  The corporation shall keep
as permanent  records minutes of all meetings of its  shareholders  and Board of
Directors,  a  record  of all  actions  taken  by the  shareholders  or board of
directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors.  The corporation shall maintain  appropriate  accounting
records.

                  B. Absolute Inspection Rights of Records Required at Principal
Office.  If he gives the corporation  written notice of his demand at least five
business  days  before  the date on which he  wishes  to  inspect  and  copy,  a
shareholder (or his agent or attorney) has the right to inspect and copy, during
regular  business  hours  any  of  the  following  records,  all  of  which  the
corporation is required to keep at its principal office:



                  1.       its  Articles or Restated  Articles of  Incorporation
                           and all amendments to them currently in effect;

                  2.       its Bylaws or Restated  Bylaws and all  amendments to
                           them currently in effect;

                  3.       resolutions   adopted  by  its  Board  of   Directors
                           creating one or more classes or series of shares, and
                           fixing  their  relative  rights,   preferences,   and
                           limitations,  if  shares  issued  pursuant  to  those
                           resolutions are outstanding;

                  4.       the  minutes  of  all  shareholders'   meetings,  and
                           records of all action taken by shareholders without a
                           meeting, for the past three years;

                  5.       all written  communications to shareholders generally
                           within the past three years,  including the financial
                           statements  furnished for the past three years to the
                           shareholders;

                  6.       a list of the names  and  business  addresses  of its
                           current directors and officers; and

                  7.       its  most  recent  Annual  Report  delivered  to  the
                           Secretary of State.

                  C.  Conditional  Inspection.  In  addition,  if he  gives  the
corporation  a written  demand  made in good  faith and for a proper  purpose at
least five business days before the date on which he wishes to inspect and copy,
in which he describes with reasonable  particularity his purpose and the records
he desires to inspect,  and the records are directly connected with his purpose,
a  shareholder  of the  corporation  (or his agent or  attorney)  is entitled to
inspect  and  copy,  during  regular  business  hours at a  reasonable  location
specified by the corporation, any of the following records of the corporation:

                  1.       excerpts  from minutes of any meeting of the Board of
                           Directors,  records  of any  action  of the  Board of
                           Directors or a committee of the Board of Directors on
                           behalf of the corporation,  minutes of any meeting of
                           the shareholders,  and records of action taken by the
                           shareholders  or Board of  Directors  and  without  a
                           meeting,  to the  extent not  subject  to  inspection
                           under paragraph A of this ss. 2.13.

                  2.       accounting records of the corporation; and

                  3.       the record of shareholders  (compiled no earlier than
                           the date of the shareholder's demand).

                  D.  Copy  Costs.  The  right  to  copy  records  includes,  if
reasonable,  the right to receive copies made by photographic,  xerographic,  or



other means. The corporation may impose a reasonable charge,  covering the costs
of labor and material,  for copies of any documents provided to the shareholder.
The charge may not exceed the estimated  cost of production or  reproduction  of
the records.

                  E.  Shareholder  Includes  Beneficial  Owner.  For purposes of
thisss.  2.13, the terms  "shareholder"  shall include a beneficial  owner whose
shares are held in a voting trust or by a nominee on his behalf.

         ss. 2.14.  Dissenters' Rights. Each shareholder shall have the right to
dissent from and obtain  payment for his shares when so authorized by the Nevada
Revised Statutes, Articles of Incorporation, these Bylaws, or in a resolution of
the Board of Directors.

                         ARTICLE III. BOARD OF DIRECTORS

         ss. 3.1. General Powers.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of the Board of Directors.

         ss. 3.2. Number, Tenure, and Qualifications of Directors.  In the event
that there is only one  shareholder of the  Corporation,  that  shareholder  may
determine  the number of directors  of the Company.  In the event there are more
than three  shareholders,  the number of directors  which shall  constitute  the
whole Board of Directors  shall be determined by resolution of the  stockholders
or the resolution of the Board of Directors,  but in no event shall be less than
three.  The  number of  directors  may be  decreased  at any time  either by the
shareholders  or by a majority  of the  directors  then in  office,  but only to
eliminate  vacancies  existing by reason of the death,  resignation,  removal or
expiration of the term of one or more directors. Each director shall hold office
until the next annual meeting of shareholders or until removed.  However, if his
term expires,  he shall  continue to serve until his  successor  shall have been
elected and  qualified or until there is a decrease in the number of  directors.
Directors  need not be residents of the State of Nevada or  shareholders  of the
corporation.

         ss. 3.3 Nomination by Stockholders.  No stockholder  shall be permitted
to nominate a candidate for election as a director at any annual meeting, unless
such  stockholder  shall provide in writing,  not later than one hundred  twenty
days  before  the first  anniversary  of the  preceding  annual  meeting  of the
stockholder  to the  Nominating  Committee of the board of directors  or, in the
absence of such  committee,  to the  secretary of the  corporation,  information
about such  candidate  which,  were such  candidate  a nominee  for the board of
directors from whom the corporation  solicited proxies,  would be required to be
disclosed  in the  proxy  materials  pursuant  to which  such  proxies  would be
solicited  as  set  forth  in  Items  7-8 of  Schedule  14A  promulgated  by the
Securities and Exchange Commission, or any successor provisions.

         ss. 3.4. Regular Meetings of the Board of Directors.  A regular meeting
of the Board of  Directors  shall be held  without  other notice than this bylaw
immediately after, and at the same place as, the Annual Meeting of Shareholders.



The Board of Directors may provide,  by  resolution,  the time and place for the
holding of addition  regular meetings without other notice than such resolution.
Any such regular meeting may be held by telephone.

         ss. 3.5. Special  Meetings of the Board of Directors.  Special meetings
of the Board of Directors may be called by or at the request of the President or
any one director. The person authorized to call Special Meetings of the Board of
Directors may fix any place,  (but only within the county where this corporation
has its  principal  office) as the place for holding any Special  Meeting of the
Board of Directors, or such meeting may be held by telephone.

         ss. 3.6. Notice of, and Waiver of Notice for, Special Director Meeting.
Notice  of any  special  director  meeting  shall be  given  at  least  two days
previously  thereto  either  orally  or in  writing.  If  mailed,  notice of any
director  meeting  shall be deemed to be  effective  at the earlier of: (1) when
received;  (2) five days after deposited in the United States mail, addressed to
the director's  business office,  with postage thereon prepaid;  or (3) the date
shown on the return  receipt if sent by  registered  or certified  mail,  return
receipt  requested,  and the receipt is signed by or on behalf of the  director.
Any director  may waive  notice of any  meeting.  Except as provided in the next
sentence, the waiver must be in writing,  signed by the director entitled to the
notice,  and filed with the minutes or corporate  records.  The  attendance of a
director  at a meeting  shall  constitute  a waiver  of notice of such  meeting,
except where a director  attends a meeting for the express  purpose of objecting
to the  transaction  of any  business  and at the  beginning  of the meeting (or
promptly  upon his  arrival)  objects to  holding  the  meeting  or  transacting
business at the meeting,  and does not thereafter  vote for or abstain to action
taken at the meeting. Unless required by the Articles of Incorporation,  neither
the business to be transacted at, nor the purpose of, any Special Meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.

         ss. 3.7.  Director  Quorum.  A majority of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors.

         ss. 3.8.  Directors'  Manner of Acting.  The act of the majority of the
directors  present at a meeting  at which a quorum is  present  when the vote is
taken  shall be the act of the  Board  of  Directors.  Unless  the  Articles  of
Incorporation  provide  otherwise,  any or all  directors may  participate  in a
regular or special  meeting by, or conduct  the meeting  through the use of, any
means of communication by which all directors  participating may hear each other
during  the  meeting.  A  director  participating  in a meeting by this means is
deemed to be present in person at the meeting.

         A director  who is present at a meeting of the Board of  Directors or a
committee of the Board of Directors when corporate  action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting  business at
the meeting;  or (2) his dissent or abstention  from the action taken is entered
in the minutes of the meeting;  or (3) he delivers written notice of his dissent
or abstention to the presiding  officer of the meeting before its adjournment or
to the corporation  immediately after  adjournment of the meeting.  The right of
dissent or  abstention  is not available to a director who votes in favor of the
action taken.



         ss. 3.9.  Director  Action  Without a Meeting.  Any action  required or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee  of the Board of  Directors  may be taken  without a  meeting,  if all
members of the Board of Directors or committee,  as the case may be,  consent to
the action in writing,  and the written  consents  are filed with the minutes of
proceedings of the Board of Directors or committee.

         ss. 3.10. Removal of Directors. The shareholders may remove one or more
directors  at a meeting  called for that purpose if notice has been given that a
purpose  of the  meeting is such  removal.  The  removal  may be with or without
cause.  A director may be removed only if the number of votes cast to remove him
exceeds the number of votes cast not to remove him.

         ss. 3.11. Board of Director Vacancies. If a vacancy occurs on the Board
of Directors,  including a vacancy  resulting  from an increase in the number of
directors:

                  (1)      the shareholders may fill the vacancy;

                  (2)      the Board of Directors may fill the vacancy; or

                  (3)      if the directors remaining in office constitute fewer
                           than a quorum of the Board, they may fill the vacancy
                           by the  affirmative  vote  of a  majority  of all the
                           directors remaining in office.

         A vacancy  that will  occur at a  specific  later  date (by reason of a
resignation  effective at a later date) may be filled before the vacancy  occurs
but the new director may not take office until the vacancy occurs.

         The term of a director  elected  to fill a vacancy  expires at the next
shareholders'  meeting at which  directors  are  elected.  However,  if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

         ss.  3.12.   Director   Compensation.   Unless  otherwise  provided  by
resolution of the Board of Directors, each director may be paid his expenses, if
any, of attendance at each meeting of the Board of Directors,  and may be paid a
stated  salary as director or a fixed sum for  attendance at each meeting of the
Board of Directors or both.  No such payment  shall  preclude any director  from
serving the corporation in any capacity and receiving compensation therefor.

         ss. 3.13. Director Committees.

                  A. Creation of  Committees.  The Board of Directors may create
one or more committees and appoint members of the Board of Directors to serve on
them. Each committee must have two or more members, who serve at the pleasure of
the Board of Directors.



                  B.  Selection  of Members.  The  creation  of a committee  and
appointment of members to it must be approved by a majority of all the directors
in office when the action is taken.

                  C. Required  Procedures.  Sections 3.4, 3.5, 3.6, 3.7, and 3.8
of this Article III, which govern meetings,  action without meetings, notice and
waiver of  notice,  quorum and voting  requirements  of the Board of  Directors,
apply to committees and their members.

                  D. Authority. Each committee may exercise those aspects of the
authority  of the Board of Directors  which the Board of Directors  confers upon
such committee in the resolution  creating the committee.  Provided,  however, a
committee may not:

                  (1)      authorize distributions;

                  (2)      approve or propose to  shareholders  action  that the
                           Nevada  Revised  Statutes  requires to be approved by
                           shareholders;

                  (3)      fill vacancies on the Board of Directors or on any of
                           its committees;

                  (4)      adopt, amend, or repeal Bylaws;

                  (5)      approve a plan of merger  not  requiring  shareholder
                           approval;

                  (6)      authorize or approve  reacquisition of shares, except
                           according  to a formula or method  prescribed  by the
                           Board of Directors; or

                  (7)      authorize or approve the issuance or sale or contract
                           for sale of shares or determine the  designation  and
                           relative  rights,  preferences,  and limitations of a
                           class or series of shares,  except  that the board of
                           directors  may  authorize  a  committee  (or a senior
                           executive officer of the corporation) to do so within
                           limits  specifically   prescribed  by  the  Board  of
                           Directors.

                ARTICLE IV. OFFICERS AND CORPORATE BANK ACCOUNTS

         ss. 4.1. Number of Officers. The officers of the corporation shall be a
President, a Secretary, and a Treasurer,  each of whom shall be appointed by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary,  including  any  vice-presidents,  may be  appointed  by the Board of
Directors.  If specifically authorized by the Board of Directors, an officer may
appoint one or more  officers or assistant  officers.  The same  individual  may
simultaneously hold more than one office in the corporation.

         ss.  4.2.   Appointment  and  Term  of  Office.  The  officers  of  the
corporation  shall  be  appointed  by the  Board  of  Directors  for a  term  as
determined  by the Board of  Directors.  (The  designation  of a specified  term



grants to the officer no contract  rights,  and the board can remove the officer
at any time prior to the termination of such term.) If no term is specified,  an
officer shall hold office until he resigns,  dies, or until he is removed in the
manner provided in ss. 4.3 of this Article IV.

         ss. 4.3.  Removal of  Officers.  Any officer or agent may be removed by
the Board of Directors at any time, with or without cause. Such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

         ss. 4.4.  President.  The President  shall be the  principal  executive
officer of the corporation and subject to the control of the Board of Directors,
shall in general  supervise  and control all of the  business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of  Directors.  He may sign,  with the  Secretary  or any other
proper  officer  of the  corporation  authorized  by  the  Board  of  Directors,
certificates  for  shares  of  the  corporation  and  deeds,  mortgages,  bonds,
contracts,  or other  instruments which the Board of Directors has authorized to
be executed,  except in cases where the signing and  execution  thereof shall be
expressly  delegated  by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or  executed;  and in general  shall  perform all duties  incident to the
office of President  and such other duties as may be  prescribed by the Board of
Directors from time to time.

         ss.  4.5.  The  Vice-Presidents.  If  appointed,  in the absence of the
President  or in the  event of his  death,  inability  or  refusal  to act,  the
Vice-President  (or in the  event  there be more  than one  Vice-President,  the
Vice-Presidents in the order designated at the time of their election, or in the
absence  of any  designation,  then in the  order  of their  appointment)  shall
perform  the duties of the  President,  and when so  acting,  shall have all the
powers of and be subject to all the restrictions  upon the President.  (If there
is no  Vice-President,  then the  Treasurer  shall  perform  such  duties of the
President.)  Any  Vice-President  may sign,  with the  Secretary or an Assistant
Secretary, certificates for shares of the corporation the issuance of which have
been authorized by resolution of the Board of Directors;  and shall perform such
other duties as from time to time may be assigned to him by the  President or by
the Board of Directors.

         ss. 4.6. The Secretary.  The Secretary  shall:  (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
minute books provided for that purpose;  (b) see that all notices are duly given
in accordance  with the provisions of these Bylaws or as required by law; (c) be
custodian of the  corporate  records and of any seal of the  corporation  and if
there is a seal of the corporation,  see that it is affixed to all documents the
execution  of  which  on  behalf  of the  corporation  under  its  seal  is duly
authorized;  (d) when  requested  or required,  authenticate  any records of the
corporation;  (e) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder; (f) sign with the
President, or a Vice-President,  certificates for shares of the corporation, the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (g)  have  general  charge  of  the  stock  transfer  books  of  the
corporation;  and (h) in general  perform  all duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.



         ss.  4.7.  The  Treasurer.  The  Treasurer  shall:  (a) have charge and
custody of and be responsible  for all funds and securities of the  corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any  source  whatsoever,  and  deposit  all  such  moneys  in  the  name  of the
corporation in such banks,  trust companies,  or other  depositories as shall be
selected by the Board of Directors; and (c) in general perform all of the duties
incident to the office of  Treasurer  and such other duties as from time to time
may be  assigned  to him by the  President  or by the  Board  of  Directors.  If
required  by the Board of  Directors,  the  Treasurer  shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.

         ss. 4.8. Assistant Secretaries and Assistant Treasurers.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a  Vice-President  certificates  for shares of the  corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors. The assistant treasurers shall respectively, if required by the Board
of Directors. The Assistant Treasurers shall respectively, if required the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

         ss. 4.9.  Salaries.  The salaries of the  officers  shall be fixed from
time to time by the Board of Directors.

         ss. 4.10. Corporate Bank Accounts. The Corporation shall establish such
savings,  checking and other bank accounts as deemed necessary or prudent by the
Board of Directors.

               ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              AGENTS AND EMPLOYEES

         ss. 5.1.  Indemnification  of Officers and Directors,.  The corporation
shall  indemnify  any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         The termination of any action,  suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere  or its  equivalent
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to



the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

         The corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director  or officer of the  corporation,
or is or was serving at the request of the  corporation as a director or officer
of another corporation,  partnership,  joint venture,  trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to  the  best  interests  of  the   corporation   and  except  that  no
indemnification  shall be made with respect to any claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the corporation  unless and only to
the  extent  that the  court in which  such  action  or suit was  brought  shall
determine  that,  despite the  adjudication  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

         To the  extent  that a  person  who is a  director  or  officer  of the
corporation,   or  who  is  a  director  or  officer  of  another   corporation,
partnership,  joint venture, trust or other enterprise in which he is serving at
the request of the  corporation,  has been successful in the merits or otherwise
in defense of any action,  suit or proceeding  referred to in this Article V, or
in  defense  of any  claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including  attorneys fees) actually and reasonably incurred by
him in connection therewith.

         Any  indemnification  under this Article V (unless  ordered by a court)
shall be made by the corporation only upon determination that indemnification of
the  director or officer is proper in the  circumstances  because he has met the
applicable  standard of conduct set forth in this Article V. Such  determination
shall  be made (a) by the  board of  directors  by a  majority  vote of a quorum
consisting  of  directors  who  were  not  parties  to  such  action,   suit  or
proceedings, or (b) if such a quorum is not attainable, or, even if attainable a
quorum of disinterested directors so directs, by independent legal counsel and a
written opinion, or (c) by the stockholders.

         Expenses  incurred in  defending a civil or  criminal  action,  suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  as  authorized by the board of directors  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified by the corporation as authorized in this Article IX.

         ss. 5.2.  Indemnification  of Employees and Agents  Persons who are not
directors or officers of the  corporation but who are employees or agents of the
corporation or who are serving at the request of the corporation as employees or
agents of another corporation,  partnership,  joint venture, trust or enterprise



may be indemnified to the extent  authorized at any time or from time to time by
the board of the corporation,  upon a determination that  indemnification of the
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable standard of conduct this Article V.

         Such determination shall be made (a) by the board by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

         ss. 5.3. Non-Exclusive.  The indemnification provided by this Article V
shall  not be deemed  exclusive  of any  other  rights  to which  any  person is
indemnified,  may be  entitled  under any  agreement,  vote of  stockholders  or
disinterested  directors,  or  otherwise,  both  as to  action  in his  official
capacity and as to action in some other capacity while holding such office,  and
shall  continue  as to a person who has ceased to be a director  or officer  and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

         For the purposes of this  Article V,  references  to "the  corporation"
include in addition to the resulting  corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its officers,  directors and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions of this Article IX with respect to the resulting
or  surviving  corporation  as he would have with  respect  to such  constituent
corporation if its separate existence had continued.

         The  invalidity  or  enforceability  of any provision of this Article V
shall not effect the validity or enforceability of any other provision hereof.

         ss. 5.4. Insurance. The board of directors may cause the corporation to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another corporation,  or as its representative in a partnership,  joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status,  whether or not the
corporation would have the power to indemnify such person.

         ss. 5.5.  Advance  Expenses for Directors.  If a determination is made,
following the  procedures of the Nevada  Revised  Statutes that the director has
met the  following  requirements;  and if an  authorization  of payment is made,
following the procedures and standards set forth in the Nevada Revised Statutes,
then unless  otherwise  provided in the Articles of  Incorporation,  the company
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a proceeding in advance of final disposition of the proceeding if:



                  (1)      The  director  furnishes  the  corporation  a written
                           affirmation  of his good faith belief that he has met
                           the standard of conduct  described in ss. 5.1 of this
                           Article V.

                  (2)      the  director  furnishes  the  corporation  a written
                           undertaking, executed personally or on his belief, to
                           repay the advance if it is ultimately determined that
                           he did  not  meet  the  standard  of  conduct  (which
                           undertaking must be in unlimited  general  obligation
                           of the  director  but need not be secured  and may be
                           accepted  without  reference to financial  ability to
                           make repayment); and

                  (3)      a determination  is made that the facts then known to
                           those  making the  determination  would not  preclude
                           indemnification  under ss.  5.1 of this  Article V or
                           under the Nevada Revised Statutes.

              ARTICLE VI. CERTIFICATE FOR SHARES AND THEIR TRANSFER

         ss. 6.1. Certificates for Shares.

                  A.   Content.   Certificates   representing   shares   of  the
corporation  shall at minimum,  state on their face the name of the  corporation
and that it is formed  under the laws of Nevada;  the name of the person to whom
issued; and the number and class of shares and the designation of the series, if
any, the certificate represents;  and be in such form as determined by the Board
of  Directors.  Such  certificates  shall  be  signed  (either  manually  or  by
facsimile)  by the  President  or a  Vice-President  and by the  Secretary or an
Assistant  Secretary  and may be sealed  with a  corporate  seal or a  facsimile
thereof.  Each  certificate  for  shares  shall  be  consecutively  numbered  or
otherwise identified.

                  B.  Legend  as to  Class  or  Series.  If the  corporation  is
authorized  to issue  different  classes of shares or different  series within a
class, the designation, relative rights, preferences, and limitations applicable
to each  class  and the  variations  in  rights,  preferences,  and  limitations
determined  for each  series (and the  authority  of the Board of  Directors  to
determine  variations for future series) must be summarized on the front or back
of each certificate.  Alternatively, each certificate may state conspicuously on
its  front or back  that the  corporation  will  furnish  the  shareholder  this
information on request in writing and without charge.

                  C.  Shareholder  List.  The name and  address of the person to
whom the shares  represented  thereby are issued,  with the number of shares and
date of issue, shall be entered on the stock transfer books of the corporation.

                  D. Transferring  Shares.  All certificates  surrendered to the
corporation  for  transfer  shall be canceled  and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been



surrendered and canceled, except that in case of a lost, destroyed, or mutilated
certificate  a new one may be issued  therefor  upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.

         ss. 6.2. Shares Without Certificates.

                  A. Issuing Shares Without Certificates. Unless the Articles of
Incorporation provide otherwise,  the Board of Directors may authorize the issue
of  some  or all the  shares  of any or all of its  classes  or  series  without
certificates.  The authorization  does not affect shares already  represented by
certificates until they are surrendered to the corporation.

                  B. Information  Statement  Required.  Within a reasonable time
after the issue or  transfer of shares  without  certificates,  the  corporation
shall send the shareholder a written statement containing at minimum:

                  (1)      the name of the  issuing  corporation  and that it is
                           organized under the law of the state of Nevada;

                  (2)      the name of the person to whom issued; and

                  (3)      the number and class of shares and the designation of
                           the series, if any, of the issued shares.

         If the corporation is authorized to issue  different  classes of shares
or different  series within a class,  the written  statement  shall describe the
designations,  relative rights, preferences,  and limitations applicable to each
class and the variation in rights,  preferences,  and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series).

         ss. 6.3.  Registration  of the Transfer of Shares.  Registration of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books of the  corporation.  In order to  register a transfer,  the record  owner
shall  surrender  the  shares  to the  corporation  for  cancellation,  properly
endorsed by the appropriate  person or persons with  reasonable  assurances that
the  endorsements  are  genuine  and  effective.   Unless  the  corporation  has
established a procedure by which a beneficial  owner of shares held by a nominee
is to be recognized by the  corporation  as the owner,  the person in whose name
the  shares  stand  on the  books of the  corporation  shall  be  deemed  by the
corporation to be the owner thereof for all purposes.

         ss. 6.4.  Restrictions  on Transfer of Shares  Permitted.  The Board of
Directors  (or  shareholders)  may  impose   restrictions  on  the  transfer  or
registration of transfer of shares (including any security  convertible into, or
carrying a right to subscribe for or acquire  shares).  A  restriction  does not
affect shares issued before the  restriction  was adopted  unless the holders of
the shares are  parties to the  restriction  agreement  or voted in favor of the
restriction. A restriction on the transfer or registration of transfer of shares
may be authorized:



                  (1)      to  maintain  the  corporation's  status  when  it is
                           dependent   on  the   number  or   identity   of  its
                           shareholders'

                  (2)      to  preserve   exemptions   under  federal  or  state
                           securities law;

                  (3)      for any other reasonable purpose.

         A  restriction  on the transfer or  registration  of transfer or shares
may:

                  (1)      obligate   the   shareholder   first  to  offer   the
                           corporation    or    other    persons    (separately,
                           consecutively,  or  simultaneously) an opportunity to
                           acquire the restricted shares;

                  (2)      obligate   the    corporation    or   other   persons
                           (separately,  consecutively,  or  simultaneously)  to
                           acquire the restricted shares;

                  (3)      require the corporation,  the holders or any class of
                           its shares, or another person to approve the transfer
                           of the restricted  shares,  if the requirement is not
                           manifestly unreasonable;

                  (4)      prohibit  the  transfer of the  restricted  shares to
                           designated  persons  or classes  of  persons,  if the
                           prohibition is not manifestly unreasonable.

         A restriction  on the transfer or  resignation of transfer of shares is
valid and  enforceable  against the holder or a transferee  of the holder if the
restriction   is   authorized  by  this  section  and  its  existence  is  noted
conspicuously  on the front or back of the  certificate  or is  contained in the
information  statement  required  by ss. 6.2 of this  Article VI with  regard to
shares  issued  without  certificates.  Unless so noted,  a  restriction  is not
enforceable against a person without knowledge of the restriction.

         ss. 6.5.  Acquisition of Shares.  The  corporation  may acquire its own
shares and unless  otherwise  provided  in the  Articles of  Incorporation,  the
shares so acquired constitute authorized but unissued shares.

         ss.  6..6.  Lost,  Stolen  or  Destroyed  Certificates.  The  board  of
directors may direct a new  certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person  claiming  the  certificate  of  stock  to be  lost  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  board of
directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,   require  the  owner  of  such  lost  or  destroyed   certificate   or
certificates, or his legal representative,  to advertise the same in such manner
as it shall  require  and/or give the  corporation  a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost or destroyed.



                           ARTICLE VII. DISTRIBUTIONS

         ss. 7.1. Distributions.  The Board of Directors may authorize,  and the
corporation  may make,  distributions  (including  dividends on its  outstanding
shares) in the manner and upon the terms and  conditions  provided by law and in
the corporation's Articles of Incorporation.

                        ARTICLE VIII. GENERAL PROVISIONS

         ss.  8.1.  Corporate  Seal.  The Board of  Directors  may provide for a
corporate  seal which may be  circular  in form and have  inscribed  thereon any
designation  including  the  name of the  corporation,  Nevada  as the  state of
incorporation,  and the words  "Corporate  Seal".  The corporation  shall not be
required to have a corporate seal.

         ss.  8.2.  Fiscal  Year.  The fiscal year of the  Corporation  shall be
determined by the Board of Directors.

         ss. 8.3. Evidence of Authority.  A certificate by the Secretary,  or an
Assistant  Secretary,  or a temporary  secretary,  as to any action taken by the
shareholders,  directors,  a committee or any officer of  representative  of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

         ss. 8.4. Articles of  Incorporation.  All references in these Bylaws to
the  Articles  of  Incorporation  shall be  deemed to refer to the  Articles  of
Incorporation of the Corporation, as amended and in effect from time to time.

         ss. 8.5. Pronouns. All pronouns used in these Bylaws shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                          ARTICLE IX. EMERGENCY BYLAWS

         ss. 9.1. Emergency Bylaws. Unless the Articles of Incorporation provide
otherwise,  the  following  provisions  of this  Article IX, ss. 9.1  "Emergency
Bylaws" shall be effective during an emergency which is defined as when a quorum
of the  corporation's  directors  cannot be  readily  assembled  because of some
catastrophic event. During such emergency:

                  A.  Notice of Board  Meetings.  Any one member of the Board of
Directors or any one of the following officers;  President,  any Vice-President,
Secretary, or Treasurer, may call a meeting of the Board of Directors. Notice of
such meeting need be given only to those  directors  whom it is  practicable  to
reach,  and may be given in any practical  manner,  including by publication and
radio.  Such notice shall be given at least six hours prior to  commencement  of
the meeting.

                  B. Temporary Directors and Quorum. One or more officers of the
corporation  present  at  the  emergency  board  meeting,  may be  deemed  to de
directors for the meeting, in order of rank and within the same rank in order of
seniority  as is  necessary  to  achieve a quorum.  In the event  that less than



quorum (as  determined  by Article  III, ss. 3.6) of the  directors  are present
(including  any officers who are to serve as directors for the  meeting),  those
directors present (including the officers serving as directors) shall constitute
a quorum.

                  C. Actions  Permitted to Be Taken. The board as constituted in
paragraph (b), and after notice as set forth in paragraph (a) may:

                  (1)      Officers' Powers.  Prescribe  emergency powers to any
                           officer of the corporation;

                  (2)      Delegation  of Any Power.  Delegate to any officer or
                           director,   any  of  the   powers  of  the  Board  of
                           Directors;

                  (3)      Lines of Succession. Designate lines of succession of
                           officers  and  agents,  in the event that any of them
                           are unable to discharge their duties;

                  (4)      Relocate  Principal  Place of Business.  Relocate the
                           principal place of business,  or designate successive
                           or simultaneous principal places of business;

                  (5)      All Other Action. Take any other action,  convenient,
                           helpful, or necessary to carry on the business of the
                           corporation.



                              ARTICLE X. AMENDMENTS

         ss. 10.1. Amendments. The corporation's Board of Directors may amend or
repeal the corporation's Bylaws unless:

                  (1)      the Articles of  Incorporation  or the Nevada Revised
                           Statutes reserve this power
                           exclusively to the shareholders in whole or part; or

                  (2)      the shareholders in adopting, amending or repealing a
                           particular Bylaw provide  expressly that the Board of
                           Directors may not amend or repeal that Bylaw; or

         The  corporation's  shareholders may amend or repeal the  corporation's
Bylaws  even  though the Bylaws may also be amended or  repealed by its Board of
Directors.

         ADOPTED THIS ____ day of ___________ 2002.


                                                 -------------------------------
                                                 Randy K. Fields, CEO/President

                            CERTIFICATE OF SECRETARY

         KNOW  ALL MEN BY  THESE  PRESENTS:  That the  undersigned  does  hereby
certify that the undersigned is the secretary of the aforesaid Corporation, duly
organized  and existing  under and by virtue of the laws of the State of Nevada;
that the above and foregoing  Bylaws of said Corporation were duly and regularly
adopted as such by the board of directors of said Corporation.

         DATED this ___day of ___________ 2002.

                                                      --------------------------
                                                      Barbara Ray, Secretary



                                   EXHIBIT "C"

                          PLAN AND AGREEMENT OF MERGER
                                     BETWEEN
                              PARK CITY GROUP, INC.
                             (a Nevada corporation)
                                       and
                            FIELDS TECHNOLOGIES, INC.
                            (a Delaware corporation)

         This Plan and Agreement of Merger made and entered into this 9th day of
May 2002,  by and between Park City Group,  Inc., a Nevada  corporation  (herein
sometimes referred to as the "Nevada  Corporation" or "Surviving  Corporation"),
and Fields Technologies, Inc., a Delaware corporation (herein sometimes referred
to as the  "Delaware  Corporation"),  said  corporations  hereinafter  sometimes
referred to jointly as the "Constituent Corporations."

                                    RECITALS

         The Nevada  Corporation  is a corporation  organized and existing under
the laws of the State of Nevada, its Articles of Incorporation having been filed
in the office of the  Secretary  of State of the State of Nevada on or about May
15, 2002,  and is governed by the provisions of Chapter 78 of the Nevada Revised
Statutes ("NRS").

         The  total  number  of  shares  of  common  stock,   which  the  Nevada
Corporation  has authority to issue,  is 300,000,000 of which 500 shares are now
issued and outstanding, all of which are owned by the Delaware Corporation.

         The sole  purpose  of the  merger  agreed to  herein  is to change  the
domicile of the Delaware Corporation to the State of Nevada.

         The Delaware Corporation is a corporation  organized and existing under
the laws of the State of Delaware,  its Certificate of Incorporation having been
filed in the office of the  Secretary  of State of the State of  Delaware on the
8th day of December 1964, and a Certificate of Incorporation  having been issued
by said  Secretary of State on that date,  and Delaware,  and is governed by the
provisions of Title 8 of the Delaware General Corporation Law ("DGCL");

         The  total  number  of shares  of  common  stock,  which  the  Delaware
Corporation has authority to issue, is 300,000,000 of which  162,509,898  shares
are  presently  issued  and  outstanding  and  entitled  to vote on the Plan and
Agreement of Merger.

         The respective  Boards of Directors of the Nevada  Corporation  and the
Delaware  Corporation  have  determined  that,  for the purpose of effecting the
reincorporation  of the  Delaware  Corporation  in the  State of  Nevada,  it is
advisable,  to  the  advantage  of and in the  best  interests  of the  Delaware
Corporation and its stockholders  that the Delaware  Corporation  merge with and
into  Nevada  Corporation  upon the terms and subject to the  conditions  herein
provided.



         There are no dissenting  stockholders  rights as a result of the Merger
under the NRS or DGCL.

         The respective Boards of Directors of the Delaware  Corporation and the
Nevada  Corporation and the stockholder of the Nevada  Corporation  have adopted
and  approved  this  Agreement,  and the  Board  of  Directors  of the  Delaware
Corporation  approved this  Agreement  and has directed  that this  Agreement be
submitted  to  the   stockholders   of  the  Delaware   Corporation   for  their
consideration;

         NOW THEREFORE,  in consideration of the premises and of the agreements,
covenants and provisions hereinafter  contained,  the Nevada Corporation and the
Delaware Corporation, by their respective Boards of Directors have agreed and do
hereby agree as follows:

                                    ARTICLE I

         The address of both the Delaware Corporation and the Nevada Corporation
is 1333 Main  Street,  Park  City,  UT 84060.  Subject  to the  approval  of the
stockholders  of the  Delaware  Corporation  in  accordance  with the DGCL,  the
Delaware  Corporation and the Nevada  Corporation  shall be merged into a single
corporation,  in accordance with applicable  provisions of the laws of the State
of Delaware and of the State of Nevada, by the Delaware Corporation merging into
the Nevada Corporation,  which shall be the Surviving  Corporation.  Such merger
shall be  effective  a the time  Articles  of  Merger  are filed in the State of
Nevada  and a  Certificate  of  Ownership  and  Merger are filed in the State of
Delaware.

                                   ARTICLE II

         Upon the merger  becoming  effective as provided by the applicable laws
of the State of  Delaware  and of the State of Nevada  (the time when the merger
shall so become  effective being sometimes  herein referred to as the "Effective
Date of the merger") the following shall occur:

         1. The two  Constituent  Corporations  shall  be a single  corporation,
which shall be the Nevada  Corporation  as the  surviving  corporation,  and the
separate existence of the Delaware  Corporation shall cease except to the extent
provided by the laws of the State of Delaware  applicable to a corporation after
its merger into another corporation.

         2. The Nevada  Corporation  shall thereupon and thereafter  possess all
the rights,  privileges,  immunities  and  franchises,  of a public or a private
nature, of each of the Constituent Corporations. All property, real or personal,
and all debts due on whatever account,  including  subscriptions to shares,  and
all other  choses in action,  and all and every other  interest of, or belonging
to, or due to each of the Constituent Corporations, shall be taken and deemed to
be vested in the  Surviving  Corporation  without  further act or deed;  and the
title to all real  estate,  or any  interest  therein,  vested  in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the merger.

         3. The Nevada  Corporation  shall thenceforth be responsible and liable
for  all  of  the  liabilities  and  obligations  of  each  of  the  Constituent
Corporations.  Any claim existing or action or proceeding  pending by or against
either of the Constituent  Corporations  may be prosecuted to judgment as if the
merger had not taken place,  or the Surviving  Corporation may be substituted in
its place,  and neither the rights of creditors  nor any liens upon the property
of either of the Constituent Corporations shall be impaired by the merger.

         4.  The  aggregate   amount  of  the  net  assets  of  the  Constituent
Corporations, which was available for the payment of dividends immediately prior
to the merger, to the extent that the value thereof is not transferred to stated
capital by the issuance of shares or otherwise,  shall  continue to be available
for the payment of dividends by the Surviving Corporation.



         5. The Bylaws of the Nevada  Corporation  as existing  and  constituted
immediately  prior to the effective  date of merger shall be and  constitute the
bylaws of the Surviving Corporation.

         6. The directors and officers of the Surviving  Corporation  shall,  at
the effective date of the merger be as follows:

         Randall K. Fields                  Chairman/CEO/President/Director
         Barbara J. Ray                     Chief Financial Officer/ Secretary
         Thomas W. Wilson, Jr.              Director
         Bernard F. Brennan                 Director
         Terry R. Peets                     Director
         Edward C. Dymtryk                  Director
         William R. Jones                   Director

                                   ARTICLE III

         The Articles of  Incorporation of the Nevada  Corporation,  as filed in
the office of the  Secretary of State of the State of Nevada,  shall  constitute
the  Articles of  Incorporation  of the  Surviving  Corporation,  until  further
amended in the manner provided by law.

                                   ARTICLE IV

         The  manner  and  basis  of  converting  the  shares  of  each  of  the
Constituent Corporations into shares of the Surviving Corporation is as follows:

         1. The 500 shares of stock of the Nevada Corporation now owned and held
by the  Delaware  Corporation  shall be  canceled  and no shares of stock of the
Nevada  Corporation  shall be issued in respect thereto,  and the capital of the
Nevada  Corporation  shall be deemed to be reduced by the amount of Five Hundred
Dollars ($500) the amount represented by said 500 shares of stock.

         2. Upon the Effective  Date and by virtue of the Merger and without any
action on the part of the holders thereof:  (i) each outstanding share of common
stock,  par value  $0.01  per share of the  Delaware  Corporation  (the  "Common
Stock")  immediately  prior to the Effective Date will be converted into one (1)
share of common stock, par value $0.01 per share of the Nevada  Corporation (the
"the  Nevada  Corporation  Common  Stock");  and (ii) each  outstanding  option,
warrant  or  other   securities   convertible   into  shares  of  the   Delaware
Corporation's  Common  Stock  will  be  automatically   assumed  by  the  Nevada
Corporation  and will be converted  into the right to acquire an equal number of
shares  of the  Nevada  Corporation  Common  Stock,  under  the same  terms  and
conditions as the original options,  warrants and securities  convertible of the
Delaware Corporation.



                                    ARTICLE V

         The Delaware  Corporation  shall pay all expenses of carrying this Plan
and Agreement of Merger into effect and accomplishing the merger herein provided
for.

                                   ARTICLE VI

         If at any time the Surviving  Corporation  shall consider or be advised
that any further  assignment  or  assurance  in law is necessary or desirable to
vest in the  Surviving  Corporation  the title to any  property or rights of the
Delaware  Corporation,  the  proper  officers  and  directors  of  the  Delaware
Corporation  shall,  and will execute and make all such proper  assignments  and
assurances  in law and do all  things  necessary  or  proper  to thus  vest such
property or rights in the Surviving Corporation,  and otherwise to carry out the
purposes of this Plan and Agreement of Merger.

                                   ARTICLE VII

         This Plan and  Agreement of Merger has been,  or will be,  submitted to
and approved by the  shareholders  of each of the Constituent  Corporations,  as
provided  by law,  and shall take  effect  upon the filing of Articles of Merger
with the Secretary of State of the State of Nevada. Anything herein or elsewhere
to the  contrary  notwithstanding,  this Plan and  Agreement  of  Merger  may be
abandoned by either of the Constituent Corporations by an appropriate resolution
of its board of  directors  at any time prior to its approval or adoption by the
shareholders  and  stockholders  thereof,  or  by  the  mutual  consent  of  the
Constituent   Corporations   evidenced  by  appropriate   resolutions  of  their
respective  boards of directors,  at any time prior to the effective date of the
merger.

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of the State of  Delaware,  without  reference  to conflict of
         laws principles.

         IN  WITNESS   WHEREOF,   the  Nevada   Corporation   and  the  Delaware
Corporation,  pursuant to the approval and authority  duly given by  resolutions
adopted by their  respective  boards of directors and  shareholders  have caused
this Plan and  Agreement of Merger to be executed by the President of each party
hereto.

Fields Technologies, Inc.                        Park City Group, Inc.
a Delaware corporation                           a Nevada corporation


By    /s/ Randall K. Fields                      By  /s/ Randall K. Fields
   ----------------------------                      --------------------------
   Randall K. Fields, President                      Randall Fields, President