Between

EXHIBIT 2.5


                              RESCISSION AGREEMENT


                 Dated October 8, 2001, Effective June 30, 0000

                                     Xxxxxxx

             Xxxxxx Technologies, Inc. fka AmeriNet Xxxxx.xxx, Inc.

                                       And

                            Riverview Financial Corp.




                              RESCISSION AGREEMENT

         THIS  RESCISSION  AGREEMENT is entered into effective June 30, 2001, by
and between  Fields  Technologies,  Inc., a Delaware  corporation,  fka AmeriNet
Xxxxx.Xxx,   Inc.   ("Fields")  and  Riverview  Financial  Corp.,  a  California
corporation ("Riverview").

BACKGROUND

         A. On June 11, 2001, Fields and Riverview entered into a Share Exchange
Agreement under which Fields granted  Riverview the right to exchange certain of
Riverview's shares of Park City Group, Inc. Series A Convertible Preferred Stock
when  and  if  issued  for  shares  of  Fields'   common  stock  (the  "Exchange
Agreement");

         X.  Xxxxxx and  Riverview  entered  into the  Exchange  Agreement  as a
condition  to the  closing  of a  Reorganization  Agreement  dated May 31,  2001
pursuant to which Fields acquired 98.76% of the outstanding common stock of Park
City Group, Inc. from certain  shareholders of Park City Group, Inc.,  including
Riverview (the "Reorganization Agreement"); and

         X. Xxxxxx and  Riverview  now desire to rescind and cancel the Exchange
Agreement effective ab initio.

AGREEMENT

         In  consideration  of the  foregoing  and the  promises  and  covenants
contained  in  this  Rescission  Agreement  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1. Rescission of Exchange Agreement.  The Exchange Agreement and every provision
thereof  is hereby  rescinded,  abrogated,  cancelled  and of no force or effect
whatsoever  effective ab initio.  The  Reorganization  Agreement remains in full
force and effect,  except that all conditions relating to the Exchange Agreement
are waived.

2.  Termination  of  Liability.  Neither  party  shall  have  any  liability  or
obligation whatsoever to the other party under the Exchange Agreement.

3. Binding  Effect.  This  Rescission  Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

4. Entire Agreement;  Construction.  This Rescission  Agreement  constitutes the
entire agreement between the parties regarding the subject matter hereof and all
prior  understandings,  representations  and  agreements  concerning the subject
matter  hereof,  whether  verbal or written,  are  superseded  hereby and merged
herein.  This  Rescission  Agreement  shall be construed in accordance with Utah
law.

5. Attorneys'  Fees. In the event a party hereto  commences an action to enforce
the  provisions of this  Rescission  Agreement,  the  prevailing  party shall be
entitle to recover and receive its expenses, including attorneys' fees.

Dated October 8, 2001


                                            FIELDS TECHNOLOGIES, INC.


                                            By: ________________________________
                                            Its: _______________________________



                                            RIVERVIEW FINANCIAL CORP.


                                            By: ________________________________
                                            Its: _______________________________