**Item9. Directors, Executive Officers, Promoters and Control Persons; Compliance withSection 15(a) of the Exchange Act**

        TheBoard of Directors currently consists of six members: Neil A. Jacobstein (Chairman), Dr.Larry E. Druffel, Ivan L. Lustig, General Robert T. Marsh (Ret.), Benedict O’Mahoney,and James C. Workman. Mr. Workman has elected not to stand for reelection at the 2004Annual Meeting. The Board of Directors is comprised of three classes of directors, eachclass consisting of one-third of the Board, with one class of the Board being elected eachyear. At each annual meeting thereafter, nominees for directors in the class whose term isexpiring are voted upon, and upon election, such director would serve a three-year term. 

        NeilA. Jacobstein. Mr. Jacobstein, 49, has served as Chairman of the Board, ChiefExecutive Officer and President of Teknowledge since November 1999. He served asPresident, Chief Operating Officer, and a Director of Teknowledge from January 1993 toNovember 1999. After joining Teknowledge in 1984, Mr. Jacobstein was promoted over anine-year period to: Senior Knowledge Engineer, Manager of the Research and AdvancedDevelopment Group, Vice President and General Manager of Research and Advanced SystemsDevelopment, and Vice President and General Manager of the Knowledge Systems Division. Mr.Jacobstein initiated Teknowledge’s eCommerce business unit in 1996. In 1998, he wasappointed to the Technology Advisory Board of the U.S. Army’s Simulation, Training,and Instrumentation Command (STRICOM). Prior to joining Teknowledge, Mr. Jacobstein was aGraduate Research Intern and consultant at Xerox PARC, and a Research Associate at CBNS.Since 1992, he has served as the Chairman of the Board of Directors of the Institute forMolecular Manufacturing, a private nonprofit organization. Since November 1999, he hasserved as a Director of GlobalStake.com, a privately held company offering commercial realestate mortgages, in which Teknowledge has a 19.9% ownership interest. In 1999, Mr.Jacobstein was elected a Henry Crown Fellow in the Aspen Institute’s executiveleadership program 

        Dr.          Larry E. Druffel. Dr. Druffel, 63, was appointed to the Board of Directors          in April 1997. Since 1996, he has served as President and a Director of the          South Carolina Research Authority (SCRA), a public, non-profit, information          technology and R&D organization. He holds a Doctorate Degree in Computer          Science from Vanderbilt University and a Master’s Degree in Computer          Science from the University of London, and was a director of the Software          Engineering Institute at Carnegie-Mellon University from 1986 to 1996. He is          Chairman of the Board of the Advanced Technology Institute, a private non-profit          corporation. Since 2001, he has served as a member of the Board of Directors of          Environmental Enterprise Group, a private environmental clean up company. 

        IvanL. Lustig. Mr. Lustig, 44, was elected to the Board in March 2001. Since 1999, Mr.Lustig has served as Managing Director and Head of Media Investment Banking of ABN AMROInc., one of the largest public financial institutions in Europe. Prior to that, he spenteleven years at Schroder & Company, a public investment company, operating primarilyin the United Kingdom. Mr. Lustig held the position of Managing Director and Head of U.S.Media and Communications Investment Banking at Schroder and Company from 1995 to 1999. Mr.Lustig is a Trustee of the American Museum of the Moving Image and a member of theSocrates Society of the Aspen Institute. Mr. Lustig holds Bachelor of Science, Master ofEngineering, and Master of Business Administration degrees from Cornell University. 

        GeneralRobert T. Marsh (Ret.). General Marsh (retired four-star Air Force general), 79, waselected a director of American Cimflex Corporation (a predecessor to the Company) in 1987.He served as Chairman of the Board of Thiokol Corporation, an aerospace and defensecontractor company, until his retirement in 1991. On April 20, 2001, General Marsh retiredas Executive Director of the Air Force Aid Society, a non-profit charitable organizationserving the Air Force community, a position he had held since 1995. In 1997, he served asChairman of the President’s Commission on Critical Infrastructure Protection. GeneralMarsh joined the Board of SI International, an information technology company, in December1998, and continues to serve on its Board. He serves as Chairman of the Board of VerintTechnology Inc., a public company in the communications industry, and he is a trusteeemeritus of MITRE Corporation, a private company specializing in information technology.General Marsh is Chairman of the Company’s Finance and Audit Committee. 

        BenedictO’Mahoney. Mr. O’Mahoney, 44, is Vice President of Administration and LegalAffairs of Teknowledge. Mr. O’Mahoney was elected to the Board in November 1999. Mr.O’Mahoney joined the Company in 1996 as Corporate Counsel and he was promoted to VicePresident of Administration and Legal Affairs in October 1999. From 1991 to 1996, Mr.O’Mahoney practiced intellectual property law, and he served as General Counsel forSlatt Mortgage Company from 1988 to 1995. Mr. O’Mahoney serves on the Board ofDirectors of the Virtual Reality Education Foundation, a non-profit organization. 

        JamesC. Workman. Mr. Workman, 61, has served on the Board since October 20, 1992. Heserved as Chairman of the Board, Chief Executive Officer, and President of Teknowledge onan interim basis from October 1992 to January 1993. With the appointment of Dr.Hayes-Roth, the former Chief Executive Officer of Teknowledge who resigned in November1999, and Mr. Jacobstein to executive positions in 1993, Mr. Workman resigned from hisinterim executive officer position but retained a seat on the Board. Mr. Workman is activein several community organizations in Wisconsin. He is a member of the Executive Counciland Board of Trustees of the Diocese of Fond Du Lac. His primary employment is as aself-employed attorney/consultant. Mr. Workman is Chairman of the Company’s HumanResources Committee. 

Executive Officers 

        Thefollowing is certain information regarding the Company’s other executive officer whois not a member of the Board of Directors. 

        DennisA. Bugbee, 57, has served as Vice President of Finance, Chief Financial Officer, andSecretary of the Company since April 2000. Mr. Bugbee joined the Company in 1990 as theDivision Controller for the Knowledge Systems Division in Palo Alto, California. He waspromoted to Director of Finance in March 1993 and shortly thereafter to the positions ofTreasurer and Corporate Secretary. Prior to joining the Company, Mr. Bugbee held theposition of Accounting Manager with TRW’s Space and Defense Sector. 

Item 10. ExecutiveCompensation 
Executive Compensation 

        The followingtable sets forth the cash compensation paid to the Chief Executive Officer and the twomost highly compensated executive officers of the Company whose annual salary and bonusexceeded $100,000 for all services to the Company in the fiscal years ended December 31,2003, 2002, and 2001. 

**SUMMARY COMPENSATIONTABLE**
Annual Compensation**Name and Principal Position **Year **Salary****Bonus   **$(1)**$(2) Neil Jacobstein, Chair, Pres, CEO 2003 246,000     2002 240,350     2001 202,999151,605         Benedict O'Mahoney, VP Adm & Legal  2003 129,150    2002 130,70030,750   2001 131,97130,750         Dennis Bugbee, VP and CFO 2003 155,101       2002 145,61412,150   2001 141,89410,125   (1)          Includes 401(k) deferred compensation and 5% Company matching provision. (2)          The bonuses set forth in this column are generally paid after the conclusion of          the annual audit following the year to which they relate. Mr. Jacobstein did not          request a bonus in 2002 or 2003. Mr. O’Mahoney’s and Mr. Bugbee’s          bonuses were accrued in 2002 but have not been paid.**********