Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2012, Park City Group, Inc. (the "Company") entered into a Management and Operating Agreement ("Operating Agreement") and a Subscription Agreement (together, the "Agreements"), each by and between the Company and F&D Partners, Inc. ("F&D). The Agreements are effective as of April 1, 2012. F&D is a newly incorporated Utah corporation formed by Leavitt Partners, an internationally known health care and food safety consulting firm, for the purpose of creating a solution targeted toward improving supply chain visibility for food and drug safety. F&D will help food retailers, food service operators, wholesalers and manufacturers protect their brands and be compliant with current and future regulatory requirements that are expected to emerge from the Food Safety Modernization Act.

Under the terms of the Operating Agreement, the Company is to provide management and related services to F&D necessary to the conduct of F&D's business and operations (the "Services"), for and in consideration for the payment to the Company by F&D of a monthly fee consisting of the actual cost to the Company of providing the Services, plus 5%. The Operating Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1, is terminable on thirty day's written notice.

Under the terms of the Subscription Agreement, F&D is obligated to pay the Company $1.2 million annually during the three year term of the Subscription Agreement, plus 10% of F&D's revenue in excess of $12.0 million. F&D is currently seeking financing necessary to adequately capitalize F&D and fund its operating expenses and financial commitments, including its subscription payments. A copy of the Subscription Agreement is attached to this Current Report on Form 8-K as Exhibit 99.2.