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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 000-25661



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TenFold Corporation

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 83-0302610                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



698 West 10000 South

South Jordan, Utah 84095

(Address of principal executive offices, including zip code)



(801) 495-1010

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).



Yes ̈No  x



As of June 30, 2005, there were 46,411,583 shares of the registrants Common Stock outstanding.



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INDEX



|          |  |                                                                                                       |  |     
|--------- |  | ----------------------------------------------------------------------------------------------------- |  | ----
|          |  |                                                                                                       |  | Page
|          |  | Forward-Looking Statements                                                                            |  | 3   
|          |  |                                                                                                      
|PART I.   |  | FINANCIAL INFORMATION                                                                                 |  |     
|Item 1.   |  | Condensed Financial Statements                                                                        |  |     
|          |  |                                                                                                      
|          |  | Condensed Balance Sheets at June 30, 2005 and December 31, 2004                                       |  | 4   
|          |  |                                                                                                      
|          |  | Condensed Statements of Operations for the three and six months ended June 30, 2005 and June 30, 2004 |  | 5   
|          |  |                                                                                                      
|          |  | Condensed Statements of Cash Flows for the six months ended June 30, 2005 and June 30, 2004           |  | 6   
|          |  |                                                                                                      
|          |  | Notes to Condensed Financial Statements                                                               |  | 7   
|          |  |                                                                                                      
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  | 18  
|          |  |                                                                                                      
|Item 3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                            |  | 35  
|          |  |                                                                                                      
|Item 4.   |  | Controls and Procedures                                                                               |  | 35  
|          |  |                                                                                                      
|PART II.  |  | OTHER INFORMATION                                                                                     |  |     
|          |  |                                                                                                      
|Item 1.   |  | Legal Proceedings                                                                                     |  | 36  
|          |  |                                                                                                      
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                   |  | 36  
|          |  |                                                                                                      
|Item 6.   |  | Exhibits                                                                                              |  | 36  
|          | 
|Signature |  | 37                                                                                                   



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FORWARD-LOOKING STATEMENTS



In
addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those contained in the forward-looking
statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled Managements Discussion and Analysis of Financial Condition and Results of
OperationsFactors That May Affect Future Results and Market Price of Stock. When used in this report, the words expects, intends, anticipates, should, believes,
will, plans, may, seeks, estimates and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking
statements, which reflect our opinions only as of the date of this Quarterly Report. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document. You should carefully review the risk
factors described in other documents we file from time to time with the Securities and Exchange Commission, including our most recent reports on Forms 10-Q and 10-K.



3



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Condensed Financial Statements
|------- | ------------------------------



TENFOLD CORPORATION

CONDENSED
BALANCE SHEETS

(in thousands, except share data)

(unaudited)



|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                             |  | June 30,2005 |         |   | December 31,2004 |  
|Assets                                                                                                                                                       |  |              |         |   |                  |   |         |  
|Current assets:                                                                                                                                              |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                    |  | $            | 2,081   |   |                  | $ | 5,225   |  
|Accounts receivable, (net of allowances for doubtful accounts of $27 and $29, respectively) (includes related party receivable of $101 and $0,
respectively) |  |              | 424     |   |                  |   | 240     |  
|Unbilled accounts receivable, (net of allowances for doubtful accounts of $0 and $3, respectively)                                                           |  |              | 12      |   |                  |   | 74      |  
|Prepaid expenses and other assets                                                                                                                            |  |              | 293     |   |                  |   | 162     |  
|Other assets                                                                                                                                                 |  |              | 14      |   |                  |   | 14      |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Total current assets                                                                                                                                         |  |              | 2,824   |   |                  |   | 5,715   |  
|Restricted cash                                                                                                                                              |  |              | 74      |   |                  |   | 74      |  
|Property and equipment, net                                                                                                                                  |  |              | 486     |   |                  |   | 626     |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Total assets                                                                                                                                                 |  | $            | 3,384   |   |                  | $ | 6,415   |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                                                                                         |  |              |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                         |  |              |         |   |                  |   |         |  
|Accounts payable                                                                                                                                             |  | $            | 318     |   |                  | $ | 265     |  
|Income taxes payable                                                                                                                                         |  |              | 1,331   |   |                  |   | 1,340   |  
|Accrued liabilities                                                                                                                                          |  |              | 1,297   |   |                  |   | 1,406   |  
|Deferred revenue                                                                                                                                             |  |              | 993     |   |                  |   | 1,062   |  
|Current installments of obligations under capital leases                                                                                                     |  |              | 33      |   |                  |   | 25      |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                    |  |              | 3,972   |   |                  |   | 4,098   |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Long-term liabilities:                                                                                                                                       |  |              |         |   |                  |   |         |  
|Obligations under capital leases, excluding current installments                                                                                             |  |              | 28      |   |                  |   | 36      |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Total long-term liabilities                                                                                                                                  |  |              | 28      |   |                  |   | 36      |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Commitments and contingencies                                                                                                                                |  |              |         |   |                  |   |         |  
|                                                                                                                                                             |  |             
|Stockholders equity (deficit):                                                                                                                              |  |              |         |   |                  |   |         |  
|Common stock, $0.001 par value:                                                                                                                              |  |              |         |   |                  |   |         |  
|Authorized: 120,000,000 sharesIssued and outstanding shares: 46,411,583 shares at June 30, 2005 and 46,377,219 shares at December 31,
2004                   |  |              | 46      |   |                  |   | 46      |  
|Additional paid-in capital                                                                                                                                   |  |              | 76,245  |   |                  |   | 76,218  |  
|Deferred compensation                                                                                                                                        |  |              | (12     | ) |                  |   | (20     | )
|Accumulated deficit                                                                                                                                          |  |              | (76,895 | ) |                  |   | (73,963 | )
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Total stockholders equity (deficit)                                                                                                                         |  |              | (616    | ) |                  |   | 2,281   |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  
|Total liabilities and stockholders equity (deficit)                                                                                                         |  | $            | 3,384   |   |                  | $ | 6,415   |  
|                                                                                                                                                             |  |              |         |   |                  |   |         |  



The accompanying
notes are an integral part of these condensed financial statements



4



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TENFOLD CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                  |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                                                  |  | 2005                       |        |   | 2004                     |   |        | 2005 |  |   | 2004   |  
|Revenues:                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|License                                                                                           |  | $                          | 223    |   |                          | $ | 108    |      |  | $ | 316    |   |  | $ | 260    |  
|Services and other                                                                                |  |                            | 1,478  |   |                          |   | 10,385 |      |  |   | 2,993  |   |  |   | 13,824 |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total revenues                                                                                    |  |                            | 1,701  |   |                          |   | 10,493 |      |  |   | 3,309  |   |  |   | 14,084 |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Operating expenses:                                                                               |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Cost of revenues                                                                                  |  |                            | 757    |   |                          |   | 1,794  |      |  |   | 1,751  |   |  |   | 3,981  |  
|Sales and marketing                                                                               |  |                            | 846    |   |                          |   | 581    |      |  |   | 1,560  |   |  |   | 896    |  
|Research and development                                                                          |  |                            | 876    |   |                          |   | 980    |      |  |   | 1,819  |   |  |   | 1,804  |  
|General and administrative                                                                        |  |                            | 592    |   |                          |   | 644    |      |  |   | 1,223  |   |  |   | 1,222  |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                                                                          |  |                            | 3,071  |   |                          |   | 3,999  |      |  |   | 6,353  |   |  |   | 7,903  |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income (loss) from operations                                                                     |  |                            | (1,370 | ) |                          |   | 6,494  |      |  |   | (3,044 | ) |  |   | 6,181  |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Other income (expense):                                                                           |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Interest income                                                                                   |  |                            | 17     |   |                          |   | 24     |      |  |   | 37     |   |  |   | 46     |  
|Interest expense                                                                                  |  |                            | (2     | ) |                          |   | (3     | )    |  |   | (5     | ) |  |   | (4     | )
|Other income                                                                                      |  |                            | 5      |   |                          |   | 65     |      |  |   | 87     |   |  |   | 151    |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total other income, net                                                                           |  |                            | 20     |   |                          |   | 86     |      |  |   | 119    |   |  |   | 193    |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income (loss) before income taxes                                                                 |  |                            | (1,350 | ) |                          |   | 6,580  |      |  |   | (2,925 | ) |  |   | 6,374  |  
|Provision for income taxes                                                                        |  |                            | 6      |   |                          |   | 4      |      |  |   | 7      |   |  |   | 4      |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss)                                                                                 |  | $                          | (1,356 | ) |                          | $ | 6,576  |      |  | $ | (2,932 | ) |  | $ | 6,370  |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic earnings (loss) per common share                                                            |  | $                          | (0.03  | ) |                          | $ | 0.14   |      |  | $ | (0.06  | ) |  | $ | 0.14   |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted earnings (loss) per common share                                                          |  | $                          | (0.03  | ) |                          | $ | 0.12   |      |  | $ | (0.06  | ) |  | $ | 0.11   |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Weighted average common and common equivalent shares used to calculate earnings (loss) per share: |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic.                                                                                            |  |                            | 46,412 |   |                          |   | 46,116 |      |  |   | 46,406 |   |  |   | 46,066 |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted.                                                                                          |  |                            | 46,412 |   |                          |   | 54,420 |      |  |   | 46,406 |   |  |   | 56,581 |  
|                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



The accompanying
notes are an integral part of these condensed financial statements



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TENFOLD CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                     |  |                          |        |   |      |   |        |  
|------------------------------------------------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                     |  | Six Months EndedJune 30, |       
|                                                                                     |  | 2005                     |        |   | 2004 |  
|Cash flows from operating activities:                                                |  |                          |        |   |      |   |        |  
|Net income (loss)                                                                    |  | $                        | (2,932 | ) |      | $ | 6,370  |  
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                                        |  |                          | 170    |   |      |   | 182    |  
|Provision to bad debt reserve                                                        |  |                          | (3     | ) |      |   | 21     |  
|Amortization of deferred compensation                                                |  |                          | 8      |   |      |   | 9      |  
|Gain on sale of property and equipment                                               |  |                          |       |   |      |   | (61    | )
|Changes in operating assets and liabilities:                                         |  |                          |        |   |      |   |        |  
|Accounts receivable                                                                  |  |                          | (184   | ) |      |   | 593    |  
|Unbilled accounts receivable                                                         |  |                          | 65     |   |      |   | (5     | )
|Prepaid expenses and other assets                                                    |  |                          | (131   | ) |      |   | (56    | )
|Accounts payable                                                                     |  |                          | 53     |   |      |   | (533   | )
|Income taxes payable                                                                 |  |                          | (9     | ) |      |   |       |  
|Accrued liabilities                                                                  |  |                          | (109   | ) |      |   | (3,890 | )
|Deferred revenues                                                                    |  |                          | (69    | ) |      |   | (5,996 | )
|                                                                                     |  |                          |        |   |      |   |        |  
|Net cash used in operating activities                                                |  |                          | (3,141 | ) |      |   | (3,366 | )
|                                                                                     |  |                          |        |   |      |   |        |  
|Cash flows from investing activities:                                                |  |                          |        |   |      |   |        |  
|Proceeds from sale of property and equipment                                         |  |                          |       |   |      |   | 62     |  
|Additions to property and equipment                                                  |  |                          | (14    | ) |      |   | (30    | )
|                                                                                     |  |                          |        |   |      |   |        |  
|Net cash provided by (used in) investing activities                                  |  |                          | (14    | ) |      |   | 32     |  
|                                                                                     |  |                          |        |   |      |   |        |  
|Cash flows from financing activities:                                                |  |                          |        |   |      |   |        |  
|Proceeds from employee stock purchase plan stock issuance                            |  |                          | 27     |   |      |   | 100    |  
|Exercise of common stock options                                                     |  |                          |       |   |      |   | 113    |  
|Principal payments on obligations under capital leases                               |  |                          | (16    | ) |      |   | (5     | )
|                                                                                     |  |                          |        |   |      |   |        |  
|Net cash provided by financing activities                                            |  |                          | 11     |   |      |   | 208    |  
|                                                                                     |  |                          |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                            |  |                          | (3,144 | ) |      |   | (3,126 | )
|Cash and cash equivalents at beginning of period                                     |  |                          | 5,225  |   |      |   | 12,236 |  
|                                                                                     |  |                          |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                           |  | $                        | 2,081  |   |      | $ | 9,110  |  
|                                                                                     |  |                          |        |   |      |   |        |  
|Supplemental disclosure of cash flow information:                                    |  |                          |        |   |      |   |        |  
|Cash paid for income taxes                                                           |  | $                        | 16     |   |      | $ | 9      |  
|Cash paid for interest                                                               |  |                          | 2      |   |      |   | 1      |  
|Equipment purchased under capital leases                                             |  |                          | 16     |   |      |   | 54     |  



The accompanying
notes are an integral part of these condensed financial statements



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TENFOLD CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS



|1. | Basis of Presentation
|-- | ---------------------



The accompanying unaudited Condensed Financial Statements included herein have been prepared by TenFold Corporation (TenFold) pursuant to the
rules and regulations of the Securities and Exchange Commission. As used herein, TenFold, the Company, we, our and similar terms refer to TenFold Corporation, unless the context indicates otherwise. In
managements opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by accounting principles
generally accepted in the United States has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Operating results for the three and six months ended June 30, 2005 are not necessarily indicative of
the results that may be expected for any future period or for the year ending December 31, 2005.



This report should be read in conjunction with our audited Financial Statements for the year ended December 31, 2004 included in our Annual Report on Form
10-K filed with the Securities and Exchange Commission.



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions, including for example, estimated project costs and profitability and accounts
receivable allowances. These assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.



Our financial statements have been prepared under the assumption that we will continue as a going concern. The independent auditors opinion on our December 31, 2004 financial statements, however, includes an explanatory paragraph
relating to our ability to continue as a going concern.



As of
June 30, 2005, our principal source of liquidity was our cash and cash equivalents of $2.1 million. Our net cash used in operating activities was $1.5 million for the three months ended June 30, 2005. In early August 2005, we completed an additional
licensing transaction with a related party, Devon Way, resulting in a cash payment to TenFold of $1 million. See Note 11 for more information.



During 2004 and continuing into 2005, we have carefully managed our accounts receivable and generated additional cash inflows wherever possible from our
existing customer base and new customers. However, significant challenges and risks remain:



| |  |  | For the last several years, we have derived a significant portion of our cash inflows from time-and-materials consulting services performed for a limited number of large customers
for whom we were completing enterprise applications development projects. These parties initially became customers of TenFold under our prior business model in earlier years. As these customers completed their initial projects and became
self-sufficient, they reduced their purchases of time-and-materials consulting services (although most continue to purchase support from us and other services from time to time). These reductions have materially reduced our cash inflows. The last of
these large time-and-materials consulting engagements was substantially completed during the quarter ended March 31, 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continue to invest in specific marketing initiatives intended to increase awareness and generate leads, as well as to carry the cost of direct sales staff to convert those leads
to sales.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Although we have closed more sales to new customers in the first half of 2005 than we did in the same period in 2004, we continue to experience difficulty closing substantial new
sales, and it is unclear when or if we can expect to achieve significant sales to new or existing customers, and to achieve and sustain positive cash flow from operations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are seeking additional capital to support our operations until our cash flow from sales to new or existing customers provides sufficient cash flow, and that capital may or may
not be available on acceptable terms.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are
cognizant of these challenges and risks and that we must generate cash from operations, business transactions, or capital raising to ensure sufficient liquidity for our operations and to support future growth. We are focusing on selling new, larger
license deals with current customers who have experienced our value proposition, exploring distribution agreements, and continuing discussions with potential investors about the possibility of raising capital. In early August 2005, we completed an
additional licensing transaction with a related party, Devon Way, resulting in a cash payment to TenFold of $1 million. See Note 11 for more information.



However, there can be no assurance that we will be successful, and these risks may have a materially adverse affect on our future cash flow and
operations. At our present levels of revenue generation and cash consumption, we will not have sufficient resources to continue as a going concern through 2005, as we will exhaust our existing cash balances in the fourth quarter of 2005.



|2. | Revenue Recognition
|-- | -------------------



We derive revenues from license fees, applications development and implementation consulting services, support, and training services. License revenues
consist of fees for licensing EnterpriseTenFold (formerly known as Universal Application) as an applications development tool. Service revenues consist of fees for applications development and implementation consulting, support and training. Other
revenues include fees for reimbursement of out of pocket expenses incurred for customer projects.



We follow the provisions of Statement of Position (SOP) 97-2, Software Revenue Recognition, as modified by SOP 98-9, Modification of SOP 97-2
with Respect to Certain Transactions, and SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, in recognizing revenue under each of our contracts.



We generally enter into contracts that involve multiple elements, such as
software products, enhancements, post-contract customer support (PCS), training, and time-and-material services. For accounting purposes, we allocate a portion of the contract fee to each undelivered element based on the relative fair
values of the elements and allocate the fee for delivered software products using the residual method. The fair values of an element must be based on vendor specific objective evidence (VSOE). We establish VSOE based on the price charged
when the same element is sold separately. VSOE for services is based on standard rates for the individuals providing services. These rates are the same rates charged when the services are sold separately under time-and-materials contracts. We base
VSOE for training on standard rates charged for each particular training course. These rates are the rates charged when the training is sold separately for supplemental training courses. For PCS, VSOE is determined by reference to the renewal rate
we charge the customer in future periods.



As a result, the
amounts allocated to individual contract elements (such as license, consulting, training and support) for accounting purposes may differ from the amounts stated in the contract for those individual elements, but not in total. For example, at the end
of Q1 2005, we completed a transaction with a new customer with a contract amount for licenses of approximately $340,000. However, for accounting purposes, the license fee was allocated to services as the contract price for the related services was
below its VSOE, and this revenue is being recognized as services revenue as we perform the related services in Q2 primarily, and Q3.



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For time-and-materials contracts, we generally estimate a profit range and recognize the related revenue
using the lowest probable level of profit estimated in the range. Billings in excess of revenue recognized under time-and-material contracts are deferred and recognized upon completion of the time-and-materials contract or when the results can be
estimated more precisely.



We recognize support revenue from
contracts for ongoing technical support and product updates ratably over the support period. We recognize training revenue as we perform the services.



We recognize license revenues from EnterpriseTenFold licenses that do not include services or where the related services are not considered essential to
the functionality of the software, when the following criteria are met: we have signed a noncancellable license agreement with nonrefundable fees; we have shipped the software product; there are no uncertainties surrounding product acceptance; the
fees are fixed and determinable; and collection is considered probable. This policy applies both when the licenses are sold separately or when an EnterpriseTenFold license is sold with an applications development project. Services relating to the
licenses typically include post contract customer support services, general time-and-materials consulting, and training; and do not add significant functionality, features, or significantly alter the software. In addition, similar services are
available from other vendors; there are no milestones or customer specific acceptance criteria which affect the realizability of the software license fee; and the software license fee is non-cancelable and non-refundable.



For software arrangements that include a service element that is considered
essential to the functionality of the software, we recognize license fees related to the application, and the applications development service fees, over time as we perform the services, using the percentage-of-completion method of accounting and
following the guidance in Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. We make adjustments, if necessary, to the estimates used in the
percentage-of-completion method of accounting as work progresses under the contract and as we gain experience. Fixed-price project revenues are split between license and service based upon the relative fair value of the components.



For certain projects, we limit revenue recognition in the period to the
amount of project costs incurred in the same period, resulting in zero profit during the period, and postpone recognition of profits until results can be estimated more precisely.



For certain contracts for which reasonably dependable estimates cannot be made or for which inherent hazards make estimates
doubtful, we recognize revenue under the completed-contract method of contract accounting.



We record billings and cash received in excess of revenue earned as deferred revenue. Our deferred revenue balance generally results from contractual commitments made by customers to pay amounts to us in advance of
revenues earned. Our unbilled accounts receivable represents revenue that we have earned but which we have not yet billed. We bill customers as payments become due under the terms of the customers contract. We consider current information and
events regarding our customers and their contracts and establish allowances for doubtful accounts when it is probable that we will be unable to collect amounts due under the terms of existing contracts.



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|3. | Earnings (Loss) Per Share
|-- | -------------------------



The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands except per share data):



|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|-------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | ---- | - | ------ |  | - | ------ | - |  | - | ------
|                                                                                                   |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                                                                                                   |  | 2005                       |        |                          | 2004 |   | 2005   |  |   | 2004  
|Numerator:                                                                                         |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Numerator for basic earnings (loss) per share  net income (loss) available to common stockholders |  | $                          | (1,356 | )                        |      | $ | 6,576  |  | $ | (2,932 | ) |  | $ | 6,370 
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Numerator for diluted earnings (loss) per share                                                    |  | $                          | (1,356 | )                        |      | $ | 6,576  |  | $ | (2,932 | ) |  | $ | 6,370 
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Denominator:                                                                                       |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Denominator for basic earnings (loss) per share  weighted average shares                          |  |                            | 46,412 |                          |      |   | 46,116 |  |   | 46,406 |   |  |   | 46,066
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Employee stock options                                                                             |  |                            |       |                          |      |   | 8,304  |  |   |       |   |  |   | 10,515
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Denominator for diluted earnings (loss) per share                                                  |  |                            | 46,412 |                          |      |   | 54,420 |  |   | 46,406 |   |  |   | 56,581
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Earnings (loss) per common share:                                                                  |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Basic earnings (loss) per common share                                                             |  | $                          | (0.03  | )                        |      | $ | 0.14   |  | $ | (0.06  | ) |  | $ | 0.14  
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       
|Diluted earnings (loss) per common share                                                           |  | $                          | (0.03  | )                        |      | $ | 0.12   |  | $ | (0.06  | ) |  | $ | 0.11  
|                                                                                                   |  |                            |        |                          |      |   |        |  |   |        |   |  |   |       



Employee stock options
that could potentially dilute basic earnings (loss) per share in the future, of which there were 23,127,333 outstanding during the three and six months ended June 30, 2005, that have a weighted average exercise price of $1.87 per share, and that
could potentially dilute basic earnings (loss) per share in the future, were not included in the computation of diluted earnings (loss) per share because to do so would have been anti-dilutive for the periods. Similarly, employee stock options that
could potentially dilute basic earnings (loss) per share in the future, of which there were 5,352,797 and 4,209,535 outstanding during the three and six months ended June 30, 2004, respectively, that had a weighted average exercise price of $5.97
and $6.91 per share, were not included in the computation of diluted earnings (loss) per share.



|4. | Restricted Cash
|-- | ---------------



Restricted cash of $74,000 at June 30, 2005 and at December 31, 2004 is maintained to support various accounts payable activities.



|5. | Stock-Based Compensation
|-- | ------------------------



We apply the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25,Accounting for
Stock Issued to Employeesand related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensationan Interpretation of APB Opinion No. 25 issued in March 2000, to account for
our stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Statement of Financial Accounting Standards (SFAS) No.
123,Accounting for Stock-Based Compensationestablished accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, we have elected to continue
to apply the intrinsic value-based method of accounting described above, and have adopted the disclosure requirements of SFAS No. 123. We have also adopted the disclosure provisions of SFAS No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure  an amendment of FASB Statement No. 123, into these financial statements and related notes.



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Had compensation expense for our stock option plan and the employee stock purchase plan been determined
based on the fair value at the grant date for awards or purchase rights under these plans consistent with the methodology prescribed under SFAS No. 123, Accounting for Stock Based Compensation, our net income (loss) for the three and six
months ended June 30, 2005 and 2004 would have been as follows (in thousands except per share information):



|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                            |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                                                                                            |  | 2005                       |        |   | 2004                     |   |        | 2005 |  |   | 2004   |  
|Net income (loss) applicable to common stock  as reported                                                                                  |  | $                          | (1,356 | ) |                          | $ | 6,576  |      |  | $ | (2,932 | ) |  | $ | 6,370  |  
|Add: Stock-based employee compensation expense included in reported net income (loss), net of related tax effects                           |  |                            | 4      |   |                          |   | 4      |      |  |   | 7      |   |  |   | 10     |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                            | (1,281 | ) |                          |   | (2,252 | )    |  |   | (3,734 | ) |  |   | (7,768 | )
|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss) applicable to common stock  pro forma                                                                                    |  | $                          | (2,633 | ) |                          | $ | 4,328  |      |  | $ | (6,659 | ) |  | $ | (1,388 | )
|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income (loss) per common share  as reported                                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                                                                                       |  | $                          | (0.03  | ) |                          | $ | 0.14   |      |  | $ | (0.06  | ) |  | $ | 0.14   |  
|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted                                                                                                                                     |  | $                          | (0.03  | ) |                          | $ | 0.12   |      |  | $ | (0.06  | ) |  | $ | 0.11   |  
|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income (loss) per common share  pro forma                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                                                                                       |  | $                          | (0.06  | ) |                          | $ | 0.09   |      |  | $ | (0.14  | ) |  | $ | (0.03  | )
|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted                                                                                                                                     |  | $                          | (0.06  | ) |                          | $ | 0.08   |      |  | $ | (0.14  | ) |  | $ | (0.03  | )
|                                                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



The effect of SFAS 123
on pro forma net income (loss) and net income (loss) per share for the three and six months ended June 30, 2005 and 2004 may not be representative of the effects on pro forma results in future years.



|6. | Income Taxes
|-- | ------------



The provisions for income taxes for the three and six months ended June 30, 2005 relate to foreign taxes. The provisions for income taxes for the three
and six months ended June 30, 2004 relate primarily to foreign taxes and reversing a portion of our valuation allowance attributable to operating income.



The valuation allowance as of June 30, 2005 was recorded in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, which
requires that a valuation allowance be established when there is significant uncertainty as to the realizability of deferred tax assets.



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|7. | Commitments
|-- | -----------



We lease office space and equipment under non-cancelable lease agreements, which expire at various dates through 2007. Future minimum lease payments under
non-cancelable operating and capital lease obligations, in excess of one year and excluding obligations accrued as part of restructurings, at June 30, 2005 are as follows (in thousands):



|                                                                 |  |       |       |           |   |         |  |   |     |  
|---------------------------------------------------------------- |  | ----- | ----- | --------- | - | ------- |  | - | --- | -
|                                                                 |  | Total |       | Operating |   | Capital | 
|2005                                                             |  | $     | 230   |           | $ | 212     |  | $ | 18  |  
|2006                                                             |  |       | 468   |           |   | 431     |  |   | 37  |  
|2007                                                             |  |       | 303   |           |   | 293     |  |   | 10  |  
|Thereafter                                                       |  |       |      |           |   |        |  |   |    |  
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Total minimum lease payments                                     |  | $     | 1,001 |           | $ | 936     |  |   | 65  |  
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Less: Amount representing interest                               |  |       |       |           |   |         |  |   | (4  | )
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Present value of net minimum capital lease payments              |  |       |       |           |   |         |  |   | 61  |  
|Less: Current installments of obligations under capital leases   |  |       |       |           |   |         |  |   | (33 | )
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Obligations under capital leases, excluding current installments |  |       |       |           |   |         |  | $ | 28  |  
|                                                                 |  |       |       |           |   |         |  |   |     |  



|8. | Legal Proceedings and Contingencies
|-- | -----------------------------------



Recently Resolved Matters



We recently settled two litigation matters. Our insurance carriers paid the entire amount of the confidential settlement sums above the self-insurance
retention we previously paid to cover legal defense costs. In neither of these settlement agreements did any party admit liability.



SkyTel Lawsuit



On May 15, 2001, SkyTel sent us a letter purporting to terminate the Master Software License and Services Agreement between SkyTel and TenFold based on
our alleged material breach of the Agreement. SkyTels letter also demanded a refund of $11 million paid by SkyTel. On September 24, 2001, SkyTel filed a complaint against TenFold in the First Circuit Court of the First Judicial District of
Hinds County, Mississippi. The case was subsequently removed to U.S. District Court for the Southern District of Mississippi. In its complaint, SkyTel sought monetary damages of at least $17.5 million, plus other damages to be proved at trial,
together with pre- and post-judgment interest, attorneys fees and expenses and costs. On November 13, 2001, we filed an answer denying the material allegations of the complaint. We also filed a counterclaim for unpaid fees and SkyTels
disclosure of confidential information. Our counterclaim sought damages of at least $7 million and punitive damages of at least $10 million.



The parties stayed discovery and attempted negotiations to settle the dispute. However, resolution was impeded by the bankruptcy filing of SkyTel and its
parent company, WorldCom, Inc. On July 14, 2003, the Court entered an order dismissing the case without prejudice based on incorrect information, which we immediately clarified for the Court. We received no further notice from the Court.



On October 18, 2004, we received notice from a different court, the United
States Bankruptcy Court for the Southern District of New York, that in connection with resolving numerous claims in the bankruptcy proceedings of WorldCom and its subsidiary, SkyTel, SkyTel had commenced a Claim Objection and Adversary Proceeding
against TenFold seeking to deny TenFolds claim against SkyTel of at least $7 million and punitive damages of at least $10 million (our earlier counterclaim described above that became a claim against SkyTel in its bankruptcy), and to recover
at least $17.5 million, plus other damages to be proved at trial, together with pre- and



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post-judgment interest, attorneys fees and expenses and costs (SkyTels earlier claim described above). On February 8, 2005, the Court entered a
scheduling order which called for discovery to be completed by August 1, 2006.



The parties subsequently entered into settlement discussions resulting in a Settlement Agreement in which the parties agreed to settle and resolve all claims between the two companies in consideration for each
dismissing all claims against the other and in further consideration of a compromised and confidential payment from our insurance carrier to SkyTel, in excess of our self-insured retention of $100,000 that we previously paid to cover legal defense
costs. The United States Bankruptcy Court for the Southern District of New York approved the Settlement Agreement on June 20, 2005. The complaint and counterclaim have been dismissed and all claims have been released.



Coufal Lawsuit



On December 1, 2003, we were served with a complaint in the matter of Coufal
v. Cedars Sinai Medical Center, et. al. The complaint was filed in the Superior Court of the State of California, County of Los Angeles by the parents of a deceased individual who died on December 15, 2002 while in the care of Cedars Sinai Medical
Center. The complaint listed a number of defendants including, Cedars Sinai Medical Center, Perot Systems Healthcare Services Group, Perot Systems Corporation, PCX Systems, LLC, TenFold Corporation, Steve Chen M.D., Charles Louy M.D., Steven Fowler
M.D., Sunshine Aviva Weiss M.D., and Does 1-100, inclusive. The complaint generally alleged that plaintiffs daughter died following surgery as the result of an overdose of prescription medications. The complaint alleged that the medications
were prescribed, ordered and/or administered in excess of the levels acceptable to physicians acting within the standard of care of physicians in the community, and that the computerized physician order entry system, initially developed by us,
failed to detect the overdose. The complaint acknowledged that in April 2002, and pursuant to separate agreements, which are described in reports that we have filed with the SEC, responsibility for and ownership of PCX was assumed by PCX Systems,
LLC (a wholly owned subsidiary of Cedars Sinai Medical Center), and that in October 2002, Cedars Sinai Medical Center installed PCX for hospital use. Discovery in the case commenced. All named defendants in this matter (including TenFold) filed
respective Motions for Summary Judgments on various causes of action. The case was scheduled to go to trial on March 7, 2005.



However, the parties entered into settlement discussions resulting in an Agreement and Release in which the plaintiff agreed to settle and resolve all
claims against the defendants in consideration for a compromised and confidential payment. Our insurance carrier paid to the plaintiff a portion of the overall settlement payment, in excess of our self-insured retention of $100,000 that we
previously paid to cover legal defense costs. The complaint has been dismissed and all claims have been released.



Unresolved Stockholder Matter



On November 6, 2001, a class action complaint alleging violations of the federal securities laws was filed in the United States District Court for the
Southern District of New York naming as defendants TenFold, certain of our officers and directors, and certain underwriters of our initial public offering. An amended complaint was filed on April 24, 2002. TenFold and certain of our officers and
directors are named in the suit pursuant to Section 11 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act 1934 on the basis of an alleged failure to disclose the underwriters alleged compensation and manipulative
practices. Similar complaints have been filed against over 300 other issuers that have had initial public offerings since 1998. The individual officer and director defendants entered into tolling agreements and, pursuant to a Court Order dated
October 9, 2002, were dismissed from the litigation without prejudice. On February 19, 2003, the Court granted a Motion to Dismiss the Rule 10b-5 claims against 116 defendants, including TenFold. On June 27, 2003, our Board of Directors approved a
proposed partial settlement with the plaintiffs in this matter. The settlement would provide, among other



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things, a release of TenFold and of the individual defendants for the alleged wrongful conduct in the Amended Complaint. We agreed to undertake other
responsibilities under the partial settlement, including agreeing to assign away, not assert, or release certain potential claims we may have against our underwriters. In June 2004, a motion for preliminary approval of the settlement was filed with
the Court. The underwriters filed a memorandum with the Court opposing preliminary approval of the settlement. The court granted preliminary approval of the settlement on February 15, 2005, subject to certain modifications. If the parties are able
to agree upon the required modifications, and such modifications are acceptable to the court, notice will be given to all class members of the settlement, a fairness hearing will be held, and if the Court determines that the settlement
is fair to the class members, the settlement will be approved. Any direct financial impact of the proposed settlement is expected to be borne by our insurers. At this point, we do not believe that this lawsuit will have a material adverse impact on
our business, results of operations, financial position, or liquidity. Accordingly, no related losses have been provided for in our accompanying financial statements.



Assessing litigation



We review litigation claims each quarter to determine the likelihood that the claim will result in a loss. Due to the inherent uncertainties of
litigation, predicting the ultimate outcome of litigation is very difficult. Significant management judgment is required to conclude on the likely outcome of outstanding litigation. As part of that review, we consider our available insurance
coverage. Such coverage is subject to the particular policys total limit, and typically subject to the insurers standard reservation of rights regarding conditions or findings that might exclude coverage for a particular matter.



If a loss is considered probable on a litigation claim,
management estimates the loss and we accrue the estimated loss. If a loss is considered probable but cannot be reasonably estimated, we disclose the contingency in these notes to our financial statements. Losses may however result on litigation
claims that are not considered probable or are not estimable at the current time, potentially having a material adverse impact on our future business, results of operations, financial position, or liquidity.



Indemnifications, Warranties and Insurance



As permitted under Delaware law, and as provided in agreements with our
officers and Directors, we have indemnified officers and Directors for certain claims asserted against them in connection with their service as an officer or Director of TenFold. The maximum potential amount of future payments that we could be
required to make under these indemnification provisions is unlimited. However, we have purchased Directors and Officers insurance policies that reduce our monetary exposure and enable us to recover a portion of any future amounts paid.
As a result of this insurance coverage, we believe the estimated fair value of these indemnification agreements is not material.



Our agreements with customers generally require us to indemnify the customer against claims that our software infringes third party patent, copyright, or
other proprietary rights. Such indemnification obligations are generally limited in a variety of industry-standard respects, including a right to replace an infringing product or cancel the software license and return the fees paid by the customer.
To date, we have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements, and no such claims were outstanding at June 30, 2005. As a result, we have not recorded a liability for infringement costs as of
June 30, 2005.



Our agreements with customers also generally
provide a warranty that for so long as the customer is paying for support services, our software will materially conform to the related documentation, and that our software has been developed in a workmanlike manner. To date, we have not incurred
significant warranty costs. As a result, we have not recorded a liability for warranty costs as of June 30, 2005.



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We have an industry-standard, errors and omissions insurance policy. This policy excludes contractual
related disputes such as cost and time guarantees, and only covers software errors or omissions that occur after the delivery of software. We believe this policy provides adequate coverage for potential damages related to errors and omissions in our
delivered software.



|9. | Special Charges
|-- | ---------------



We incurred no special charges during the three and six months ended June 30, 2005 and 2004.



Restructuring reserves are included in accrued liabilities at June 30, 2005. Detail of the restructuring charges as of and
for the six months ended June 30, 2005 are summarized below (in thousands):



|                       |  |                            |     |            |   |             |  |          |   |  |                         |      |   |  |   |   
|---------------------- |  | -------------------------- | --- | ---------- | - | ----------- |  | -------- | - |  | ----------------------- | ---- | - |  | - | --
|Restructuring Charges: |  | Balance atDecember31, 2004 |     | NewCharges |   | Adjustments |  | Utilized |   |  | Balance at June 30,2005
|Facilities related     |  | $                          | 132 |            | $ |            |  | $        |  |  | $                       | (108 | ) |  | $ | 24
|                       |  |                            |     |            |   |             |  |          |   |  |                         |      |   |  |   |   
|                       |  | $                          | 132 |            | $ |            |  | $        |  |  | $                       | (108 | ) |  | $ | 24
|                       |  |                            |     |            |   |             |  |          |   |  |                         |      |   |  |   |   



|10. | Operating Segments
|--- | ------------------



Our CEO reviews financial information on a consolidated basis, similar in format to the accompanying Condensed Statements of Operations. We consolidate
revenue and expense information for all business groups for internal and external reporting and for decision-making purposes. We operate in a single operating segment, which is applications products and services.



Revenues from customers outside of North America were approximately 10
percent of total revenues for the three months ended June 30, 2005 as well as 10 percent of total revenues for the same period in 2004. For the six months ended June 30, 2005, revenues from customers outside of North America were approximately 11
percent of total revenues as compared to 20 percent of total revenues for the same period in 2004. For the six months ended June 30, 2005, the decrease in revenues from customers outside of North America is primarily due to a decrease in revenues
from a UK customer that completed its use of our time-and-materials consulting services for an application development project during the quarter ended September 30, 2004. Our long-lived assets are deployed in the United States.



Two customers accounted for a total of 55 percent of our revenues for the
three months ended June 30, 2005 (individually 39 percent and 16 percent of our total revenues, respectively) compared to one customer, Cedars-Sinai Medical Center, accounting for a total of 77 percent of our revenues for the same period in 2004.
Three customers accounted for a total of 55 percent of our revenues for the six months ended June 30, 2005 (individually 24 percent, 21 percent, and 10 percent of our total revenues, respectively) compared to three customers accounting for a total
of 93 percent of our revenues for the same period in 2004 (individually 59 percent (Cedars), 17 percent, and 17 percent). No other single customer accounted for more than 10 percent of our total revenues for the three and six months ended June 30,
2005 or the same periods in 2004.



Our customer accounting for
16 percent of our total revenues for the three months ended June 30, 2005, is a related party. See Note 11 for more information related to this transaction.



Our project for the customer accounting for 24 percent of our total revenues for the six months ended June 30, 2005, was substantially completed during
the quarter ended March 31, 2005.



We expect to provide
additional services to the two customers that accounted for a total of 55 percent of our revenues for the three months ended June 30, 2005. However, in future periods, the



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amount of revenue from these customers will likely decline as the volume of work performed for these customers decreases as they complete projects. A
significant customer in one period may not continue to purchase significant licenses or services from us in a subsequent period.



|11. | Related Party Transaction
|--- | -------------------------



In June 2005, we entered into an agreement with a new customer, Devon Way, to provide licenses, consulting services, technical support services, and
training, for a total of approximately $314,000. A long-time member of our Board of Directors, Robert W. Felton, is the founder and majority shareholder of Devon Way. Prior to the execution of the agreement, all disinterested members of the Board of
Directors reviewed and approved this related party transaction.



We recognized license revenues of $160,000 and services and other revenues of $117,000 from this customer during the three and six months ended June 30, 2005. As of June 30, 2005, we had accounts receivable from this customer of $101,000.
For the three and six months ended June 30, 2005, we received cash inflows from this customer of $202,000.



During July 2005, we entered into additional consulting agreements with Devon Way totaling approximately $50,000.



In early August 2005, we completed a further licensing transaction with Devon
Way, resulting in a cash payment to TenFold of $1 million.



|12. | Recent Accounting Pronouncements
|--- | --------------------------------



In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, which amends APB Opinion No. 29, Accounting for Nonmonetary
Transactions. The guidance in APB Opinion 29 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB Opinion 29, however, included certain exceptions
to that principle. SFAS No. 153 amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal periods beginning after June 15, 2005. We do not
expect that the adoption of SFAS No. 153 will have a material impact on our financial position or results of operations.



In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS
No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services through share-based payment transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for
the award of equity investments based on the fair value of the award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. On April 14, 2005, the
Securities and Exchange Commission issued a release announcing the adoption of a new rule delaying the required implementation of SFAS No. 123R. Under this new rule, SFAS No. 123R is effective as of the beginning of the first annual reporting period
that begins after June 15, 2005 and, thus, will be effective for us beginning with the first quarter of 2006. We are currently evaluating the impact of SFAS 123R and expect the adoption to have a material impact on our financial position and results
of operations. See Stock-Based Compensation in Note 5 of our Notes to Condensed Financial Statements for more information related to the pro forma effects on our reported net loss and loss per share of applying the fair value recognition provisions
of the previous SFAS 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.



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In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154
is a replacement of APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error
corrections. It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application of a change in accounting principle is
impracticable and how to report a change in such circumstances. SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate effected by a change in
accounting principle, and also provides that correction of errors in previously issued financial statements should be termed a restatement. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------



Business Overview



TenFold is the provider of EnterpriseTenFold (formerly Universal Application), a software applications platform that reduces enterprise applications design, development, deployment,
and maintenance timeframes and costs. EnterpriseTenFold automates most of what applications programmers typically do, and empowers small teams of business people and IT professionals to design, build, test, deploy, and maintain complex,
transaction-intensive applications, with significantly reduced demand on scarce IT resources as compared to other applications development approaches. Using a small team of business people supplemented with IT professionals for rapid applications
development is a significant change from the industry-standard approach that relies on large teams of IT professionals who expend significant numbers of person years of effort to design, program, test, change, and deploy enterprise applications. We
believe that with EnterpriseTenFold, customers get high-quality, complex enterprise applications into production faster and at significantly lower cost than with other applications development technologies.



We believe EnterpriseTenFold has two unique attributes that make building
complex, database-intensive and transaction-intensive applications substantially cheaper, easier, and faster than traditional applications development methodologies. First, because EnterpriseTenFold automates most of what applications programmers
typically do and automatically includes advanced applications functionality, we believe customers get more powerful, higher quality applications faster and at a fraction of the cost of traditional programming approaches. Second, since
TenFold-powered applications development provides a tool and methodology that business people can effectively use, we believe it enables organizations to directly leverage their business experience and insight and to adapt applications easily to
meet changing business requirements.



We have continued to
enhance our flagship product EnterpriseTenFold. Our most recent release, EnterpriseTenFold MarketForce, is a portable, multi-user applications development and deployment platform with sophisticated user interfaces that enable a customer to use this
technology productively with little training. It includes: the ability to automatically produce complete applications documentation that matches the application, at any time, at the click of a mouse; multiple forms of XML support including XML-based
web browser client; Web Services; graphic fields and web fields; new all-open source Linux/MySQL/Apache web server platform support; and numerous productivity, usability, performance, and customization features described in detailed accompanying
EnterpriseTenFold MarketForce Release Notes.



Our business
model focuses on providing EnterpriseTenFold and our assistance through time-and-materials consulting, training, and support, to customers who use their own business teams and our services partners to build and maintain applications.



Business History



We founded TenFold in 1993. We spent the first several years primarily developing our patented EnterpriseTenFold technology.
In 1996, we began using EnterpriseTenFold to build applications for customers.



In 1999, we completed our initial public offering. In 1999 and early 2000, we tested a new business model that caused us to face significant financial, legal, and operational issues. Starting in late 2000 and
continuing through 2003, we took steps to refocus TenFold to its roots as a software applications platform technology company, resolve the financial and legal liabilities that arose as a result of the interim business model, and restore the company
to sound business health.



We raised capital twice during 2003.
In February 2003, Robert W. Felton, a long-time TenFold director, made an investment of $700,000 in TenFold, by acquiring restricted TenFold common



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stock. In December 2003, we closed a private placement of 5 million shares of restricted TenFold common stock, with no warrants, which we sold at $2.00 per
share (before related fees and expenses).



During 2003, we
continued sales and marketing related initiatives including establishing alliance relationships with distributors such as VARs; prototyping a new sales model focusing on selling small, paid projects as a low-risk first step for potential customers
to test EnterpriseTenFold; and, initiating internet access to TenFold technology through Tsunami, our first major new product, a single user PC version of EnterpriseTenFold available over the internet without charge. Tsunami includes a script that
lets a person who follows the script discover our benefits of Speed, Quality, and Power, and build an enterprise application in as little as a few hours.



During 2004, we continued our efforts to position TenFold as a software infrastructure company. We identified and established important business practices
and built highly custom TenFold-powered core applications  ContactManager and CustomerManager  to improve the way we manage our leads and customers. We introduced TenFold Support SpeedPro, making expert consultants available for
short-duration projects. We increased marketing efforts to broaden awareness of and interest in TenFold technology. We launched multi-faceted, integrated marketing, including e-mail, direct mail, telemarketing, and limited advertising to support our
principal marketing approach, TenFold Seminars. During 2004, we hosted TenFold Seminars in various areas and generated over 3,500 leads. We also began to use public relations and achieved coverage of TenFold in widely read on-line industry
publications  Peter Coffees eWeek column, ComputerWorld Canada, Software Reseller News, ADTmag.com, and PCWeek. In 2004, TenFold was awarded the Software and Information Industry Association (SIIA) Codie Award for the Best
Distributed Computing solution.



During 2004, we earned
revenues from 34 customers including three prestigious market-leading customers who implemented mission critical TenFold-powered applications and successfully rolled them into robust production: JPMorgan Chase (global securities lending for both
international and domestic traders); Vertex, a UK-based utility sector customer management and billing company (customer management and billing application); and Cedars-Sinai Medical Center (additional applications including Patient Management and
Orders Communication).



Year-to-Date 2005 Highlights



For the first half of 2005, we had revenues of $3.3 million, an operating
loss of $3.0 million, and a net loss of $2.9 million. This compares to revenues of $14.1 million, operating income of $6.2 million, and net income of $6.4 million for the same period of 2004.



Although we have closed more sales to new customers in the first half of 2005
than we did in the same period of 2004, we continue to experience difficulty closing substantial new sales, and it is unclear when or if we can expect to predictably close significant sales to new or existing customers, and until we do so we are
likely to continue to experience losses and negative cash flow, and may exhaust our cash balances.



Our principal initiatives intended to improve our financial results during 2005 are:



Driving greater awareness of TenFold technology and generating leads



We continue to focus substantial effort on our marketing and public relations
efforts to increase awareness of TenFold technology and to generate leads. Recent coverage of TenFold included an interview published by the Wall Street Reporter and a substantial product review of EnterpriseTenFold MarketForce by PCMagazine. In
March 2005, TenFold was awarded the 2005 Software Development Jolt Product Excellence Award in the Business Integration and Data Tools category. In April, TenFold was featured in lengthy interviews in UtiliPoint and ZDNet. In May, we announced that
a client of our customer, Vertex, won a



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prestigious Information Technology Initiative Achievement Award for its TenFold-powered utility billing solution. Vertex used TenFold technology to build
this robust utility billing and customer service application. In July, TenFold was covered in a Software Development Times article discussing rapid applications development approaches.



Our single-user Tsunami product, which can be installed free of charge over the internet and comes with a script that
enables the user to build an enterprise-scale customer relationship management or human resources application in just a few hours with no prior training, continues to be a key part of our marketing strategy. We encourage everyone who expresses an
interest in TenFold technology to use Tsunami to develop a clear understanding of our approach and our substantial Speed, Quality and Power benefits.



We use a multi-faceted, integrated approach to marketing that includes e-mail, direct mail and telemarketing to support our TenFold Seminars as our
principal approach to introducing people to TenFold and TenFold technology. We track the progress of our TenFold Seminar marketing initiatives by following leads generated by registrants, attendees, and individuals who responded to our outreach but
were not able to plan to attend a seminar. During the first half of 2005, our lead generation increased substantially. In the second quarter, we generated nearly as many leads as in all of 2004. During the first half of 2005, we hosted seminars in
Atlanta, Boston, Chicago, Dallas, Irvine, Los Angeles, Minneapolis, New York City, Salt Lake City, San Diego, San Francisco Bay Area, Seattle, Toronto, and Washington DC.



Penetrating new accounts and building to significant business relationships



During the first half of 2005, we continued to focus our account penetration
on selling small, proof-of-concept projects into new accounts and successfully closed some new accounts entirely over the phone (through TeleSales) and in the field (through our executives and DirectSales). The financial impact of most of these new
account transactions is immaterial to our overall financial performance. However, as described further below, during Q1 we completed a transaction with a new customer with a contract amount for licenses of approximately $340,000; during Q2 we
completed a transaction with another new customer, Devon Way, with a contract amount for licenses of approximately $160,000; and during August we sold an additional license to Devon Way with a contract amount of $1,000,000. See Note 2 to Notes to
Condensed Financial Statements for a description of how we treat these license amounts for accounting purposes.



We observe that these proof-of-concept Penetrate projects were successful from a TenFold technology and customer-satisfaction perspective, but
some of the most promising large accounts have postponed moving ahead because of concerns regarding TenFolds small size and financial condition. In light of this, we added resources to TeleMarketing/TeleSales to focus resources on identifying
promising prospects and actively prosecuting smaller accounts, and have brought our senior business executives directly into selling larger, new account transactions.



During Q1, we closed a new customer business relationship that illustrates our Penetrate and Radiate business model. This
new customer is a high growth company that faced the need to replace an existing, mission-critical marketing application on a very short time frame. This customer was not able to find a solution from packaged system vendors or traditional major
applications development companies. Toward the end of Q1, the customer closed its initial business relationship with us. This customer purchased an ApplicationsSurvey, a two-week consulting engagement during which we investigated the application
that it would like to build and provided database design and recommended work plan for building the application. Subsequently, the customer purchased our consulting services to assist it in a RequirementsNOW! three-week consulting project to build
the first version of its multi-level marketing application, and the licenses required to run the application in production. This customer continues to purchase additional training and consulting services from us on an as-needed basis.



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During Q2, we closed a similar new customer business relationship with a new company, Devon Way, that is
seeking to transform the way utilities access and manage their internal and customer information. Devon Way plans to launch a subscription-based, on-demand, offering of sophisticated utility-industry applications. Robert W. Felton, a long-time
member of our Board of Directors and a substantial TenFold shareholder and the former founder and CEO of Indus International, is the founder and majority shareholder of this company. The agreement that we executed in June 2005 included a
RequirementsNOW! consulting project, licenses, technical support services, and training. This company continues to purchase additional consulting services from us on an as-needed basis. In August 2005, Devon Way also purchased for $1 million a
perpetual enterprise license allowing it to host in its own or its customers data centers applications for the process industry sector. Any of its customers wishing to enhance or maintain those applications will need to buy an
EnterpriseTenFold license.



During July 2005, we completed an
ApplicationSurvey and RequirementsNOW! for a global systems integrator as a proof of concept that an application that it has been building to replace one currently provided through its business process outsourcing could be built faster and better
with TenFold. After the successful completion of that proof of concept project, we are in ongoing discussion with this company regarding next steps.



During Q1, we completed the consulting and training services to enable JPMorgan Chase to become self-sufficient managing its TenFold-powered global
lending system.



During the first half of 2005, we provided
substantial development enhancement services to another flagship customer, Cedars-Sinai Medical Center. We also initiated and largely completed a project with another customer to build an application to replace a legacy system that manages the
process of obtaining visas for travelers.



During the first
half of 2005, we also continued the development and promotion of our TenFold Support SpeedPro and TenFold University services to our existing and new customers. Our customers use SpeedPro to get expert consultants for short-duration projects. This
generates some new revenues for TenFold and, we believe, builds important customer allegiance. TenFold University continues to update its curriculum, training materials, and classes to accelerate customer adoption of our technology. During Q1,
TenFold University offered the first MarketForce Discovery classes tailored to introduce expert EnterpriseTenFold users to the features of our most recent release. During Q2, we substantially increased the amount of training conducted by TenFold
University over Q1, and we further enhanced the curriculum of our introductory class to better simulate the full applications development project lifecycle.



We continue to leverage other distribution channels to broaden our distribution. We continue to work with our largest partner, Perot Systems, as it
continues the implementation of the TenFold-powered application at Cedars-Sinai. One of new Q4 2004 partners, Breakthrough! Inc., introduced its first TenFold customer during Q1. Our larger VARs, Redi2 Technologies and Vertex, continue to actively
pursue new accounts for their TenFold-powered financial and utility billing applications in North America and the United Kingdom. In August 2005, Redi2 announced its biggest customer win to date, adding Newton Investment Management.



Customers using TenFold-powered applications in production today include,
among others, Abbey National Bank, Allstate Insurance, Barclays Global Investors, Cedars-Sinai Medical Center, Deutsche Bank, Dresdner Bank, Franklin Templeton, iplan networks, JPMorgan Chase, MedCath, Rand Technology, Trinity Health, and Vertex (a
subsidiary of United Utilities).



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Results of Operations



The following table sets forth, for the periods indicated, the percentage relationship of selected items from our statements of operations to total
revenues.



|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  
|--------------------------------- |  | -------------------------- | -- |  | ------------------------ | - |  | ---- | -- |  | ---- | -
|                                  |  | Three MonthsEnded June 30, |    |  | Six MonthsEnded June 30, |  
|                                  |  | 2005                       |    |  | 2004                     |   |  | 2005 |    |  | 2004 |  
|Revenues:                         |  |                            |    |  |                          |   |  |      |    |  |      |  
|License                           |  | 13                         | %  |  | 1                        | % |  | 10   | %  |  | 2    | %
|Services and other                |  | 87                         | %  |  | 99                       | % |  | 90   | %  |  | 98   | %
|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  
|Total revenues                    |  | 100                        | %  |  | 100                      | % |  | 100  | %  |  | 100  | %
|Operating expenses:               |  |                            |    |  |                          |   |  |      |    |  |      |  
|Cost of revenues                  |  | 44                         | %  |  | 17                       | % |  | 53   | %  |  | 28   | %
|Sales and marketing               |  | 50                         | %  |  | 6                        | % |  | 47   | %  |  | 6    | %
|Research and development          |  | 52                         | %  |  | 9                        | % |  | 55   | %  |  | 13   | %
|General and administrative        |  | 35                         | %  |  | 6                        | % |  | 37   | %  |  | 9    | %
|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  
|Total operating expenses          |  | 181                        | %  |  | 38                       | % |  | 192  | %  |  | 56   | %
|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  
|Income (loss) from operations     |  | (81                        | %) |  | 62                       | % |  | (92  | %) |  | 44   | %
|Total other income, net           |  | 1                          | %  |  | 1                        | % |  | 3    | %  |  | 1    | %
|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  
|Income (loss) before income taxes |  | (80                        | %) |  | 63                       | % |  | (89  | %) |  | 45   | %
|Provision for income taxes        |  |                           |    |  |                         |   |  |     |    |  |     |  
|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  
|Net income (loss)                 |  | (80                        | %) |  | 63                       | % |  | (89  | %) |  | 45   | %
|                                  |  |                            |    |  |                          |   |  |      |    |  |      |  



Revenues



Total revenues decreased $8.8 million, or 84 percent, to
$1.7 million for the three months ended June 30, 2005, as compared to $10.5 million for the same period in 2004. For the six months ended June 30, 2005, total revenues decreased $10.8 million, or 77 percent, to $3.3 million as compared to $14.1
million for the same period in 2004.



Services and other
revenues decreased $8.9 million, or 86 percent, to $1.5 million for the three months ended June 30, 2005 as compared to $10.4 million for the same period in 2004. For the six months ended June 30, 2005, services and other revenues decreased $10.8
million, or 78 percent, to $3.0 million as compared to $13.8 million for the same period in 2004.



Our results for the three and six months ended June 30, 2004 include $8.1 million in revenues, and $150,000 in operating costs, related to the completion
of an earlier fixed-price applications development project with Cedars-Sinai Medical Center (Cedars). This completed the recognition of these revenues and related costs that were deferred in earlier years pending confirmation of the
completion of the applications development project and resolution of potential disputes between the parties.



Excluding the effect of this Cedars transaction, we would have had revenues of $2.4 million, and a net loss of $1.3 million for the three months ended
June 30, 2004. In addition to the decrease related to the Cedars transaction, services and other revenues decreased during the three and six months ended June 30, 2005, due to decreases in revenues from certain customers who purchased less
time-and-materials consulting from us over time as they completed their applications development projects and became more self-sufficient. One customer completed its use of our time-and-materials consulting services for its applications development
project during the quarter ended September 30, 2004. Another large customers time-and-materials consulting engagement was substantially completed during the quarter ended March 31, 2005. These decreases were partially offset by consulting
revenues from new customers.



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In June 2005, we entered into an agreement with a new customer to provide licenses, consulting services,
technical support services, and training, for a total of approximately $314,000. A long-time member of our Board of Directors, Robert W. Felton, is the founder, and majority shareholder of this customer. We recognized license revenues of $160,000
and services and other revenues of $117,000 from this customer during the three and six months ended June 30, 2005. See Note 11 of the Notes to Condensed Financial Statements for more information.



License revenues increased $115,000, or 106 percent, to $223,000 for the
three months ended June 30, 2005, as compared to $108,000 for the same period in 2004. For the six months ended June 30, 2005, license revenues increased $56,000, or 22 percent, to $316,000 as compared to $260,000 for the same period in 2004. The
increase in license revenues is primarily due to the license revenues of $160,000 recognized from the related party transaction described above.



Revenues from customers outside of North America were approximately 10 percent of total revenues for the three months ended June 30, 2005 as well as 10
percent of total revenues for the same period in 2004. For the six months ended June 30, 2005, revenues from customers outside of North America were approximately 11 percent of total revenues as compared to 20 percent of total revenues for the same
period in 2004. For the six months ended June 30, 2005, the decrease in revenues from customers outside of North America is primarily due to a decrease in revenues from a UK customer that completed its use of our time-and-material consulting
services for an applications development project during the quarter ended September 30, 2004. Our long-lived assets are deployed in the United States.



Two customers accounted for a total of 55 percent of our revenues for the three months ended June 30, 2005 (individually 39 percent and 16 percent of our
total revenues, respectively) compared to one customer, Cedars, accounting for a total of 77 percent of our revenues for the same period in 2004. Three customers accounted for a total of 55 percent of our revenues for the six months ended June 30,
2005 (individually 24 percent, 21 percent, and 10 percent of our total revenues, respectively) compared to three customers accounting for a total of 93 percent of our revenues for the same period in 2004 (individually 59 percent (Cedars), 17
percent, and 17 percent). No other single customer accounted for more than 10 percent of our total revenues for the three and six months ended June 30, 2005 or the same periods in 2004.



Our project for the customer accounting for 24 percent of our total revenues for the six months ended June 30, 2005, was
substantially completed during the quarter ended March 31, 2005.



We expect to provide additional services to the two customers who accounted for a total of 55 percent of our revenues for the three months ended June 30, 2005. However, in future periods, the amount of revenue from these customers will
likely decline as the volume of work performed for these customers decreases as they complete projects. A significant customer in one period may not continue to purchase significant licenses or services from us in a subsequent period.



Operating Expenses



Cost of Revenues.Cost of revenues consists primarily of
compensation and other related costs of personnel and contractors to provide applications development and implementation, support, and training services. Cost of revenues decreased $1.0 million, or 58 percent, to $757,000 for the three months ended
June 30, 2005, as compared to $1.8 million for the same period in 2004. For the six months ended June 30, 2005, cost of revenues decreased $2.2 million, or 56 percent, to $1.8 million as compared to $4.0 million for the same period in 2004. The
decrease in cost of revenues is primarily due to having fewer staff (particularly subcontractors) working on certain customer projects as these customers completed their applications development projects and became more self-sufficient. In
particular, the UK project that ended during the quarter ended September 30, 2004 was staffed with subcontractors who we released upon completion of the services.



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Sales and Marketing.Sales and marketing expenses consist primarily of compensation,
travel, and other related expenses for sales and marketing personnel; and marketing seminars, public relations, advertising and other marketing expenses. Sales and marketing expenses increased $265,000, or 46 percent, to $846,000 for the three
months ended June 30, 2005, as compared to $581,000 for the same period in 2004. For the six months ended June 30, 2005, sales and marketing expenses increased $664,000, or 74 percent, to $1.6 million as compared to $896,000 for the same period in
2004. These increases in sales and marketing expenses are primarily due to increasing marketing activities and expanding sales staffing.



Research and Development.Research and development expenses consist primarily of compensation and other related costs of personnel dedicated
to research and development activities. Research and development expenses decreased $104,000, or 11 percent, to $876,000 for the three months ended June 30, 2005, as compared to $980,000 for the same period in 2004. For the six months ended June 30,
2005 and June 30, 2004, research and development expenses remained unchanged at $1.8 million.



General and Administrative.General and administrative expenses consist primarily of the costs of executive management, finance and administrative staff, business insurance, and professional fees.
General and administrative expenses decreased $52,000, or 8 percent, to $592,000 for the three months ended June 30, 2005 as compared to $644,000 for the same period in 2004. For the six months ended June 30, 2005 and June 30, 2004, general and
administrative expenses remained unchanged at $1.2 million.



During the quarter ended March 31, 2004, we reduced some variable compensation accrued during 2003, to lower levels that we believe better reflected our estimates. This reduced operating expenses for the first quarter of 2004 by $219,000.



Total Other Income, net



Net total other income was $20,000 for the three months ended June 30, 2005,
as compared to $86,000 for the same period in 2004. Net total other income was $119,000 for the six months ended June 30, 2005, as compared to $193,000 for the same period in 2004.



Provision for Income Taxes



The provisions for income taxes for the three and six months ended June 30, 2005 of $6,000 and $7,000, respectively, relate to foreign taxes. The
provisions for income taxes for the three and six months ended June 30, 2004 of $4,000 and $4,000, respectively, relate primarily to foreign taxes and reversing a portion of our valuation allowance attributable to operating income.



At June 30, 2005, management has recognized a valuation allowance for the net
deferred tax assets related to temporary differences, foreign tax credit carryforwards and net operating loss carryforwards. The valuation allowance was recorded in accordance with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes, which requires that a valuation allowance be established when there is significant uncertainty as to the realizability of the deferred tax assets. Based on a number of factors, the
currently available, objective evidence indicates that it is more likely than not that the net deferred tax assets will not be realized.



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Critical Accounting Policies



The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend our
business activities. To aid in that understanding, management has identified the critical accounting policies below. These policies have the potential to have a more significant impact on our financial statements, either because of the
significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events which are continuous in nature.



Revenue Recognition and Project Profitability



We believe risks relating to revenue recognition include the judgment
required to determine project profit or loss projections on time-and-material contracts. We recognize time-and-materials revenue at the lowest point in the range of estimated profit margin, which represents our best estimate of the profit to be
achieved. Variances may occur if we are unable to collect time-and-materials billings or if we grant concessions to time-and-materials customers in order to sell additional business or collect cash under the contract. As we occasionally provide
services on a fixed price basis, risks relating to revenue recognition also include the judgment and estimation required to determine fixed-price project completion percentages, and fixed-price project profit or loss projections. Variances between
managements estimates and actual results may result in significant adjustments to our results of operations and financial position.



Litigation Reserves



We review asserted litigation claims each quarter to determine the likelihood that the claim will result in a loss. Significant management judgment is
required to conclude on the likely outcome of outstanding litigation. If a loss is probable on a litigation claim, management estimates the loss and we accrue the estimated loss. If a loss is considered probable but cannot be reasonably estimated,
we disclose the contingency in the notes to our financial statements. Losses may result on litigation claims that are not considered probable or are not estimable at the current time, potentially having a significant impact on future financial
results.



Liquidity and Capital Resources



As of June 30, 2005, our principal source of liquidity was our cash and cash
equivalents of $2.1 million. During the six months ended June 30, 2005, we funded purchases of computer equipment of $16,000 with capital leases.



Net cash used in operating activities was $3.1 million for the six months ended June 30, 2005 as compared to $3.4 million for the same period in 2004. The
small decrease in net cash used in operating activities results primarily from a decrease in cash outflows from reduced expenses. This decrease in cash outflows was largely offset by a decrease in cash inflows as the customers of some of our prior
time-and-materials consulting engagements completed their initial projects and became self-sufficient.



Net cash used in investing activities was $14,000 for the six months ended June 30, 2005 as compared to net cash provided by investing activities of
$32,000 for the same period in 2004.



Net cash provided by
financing activities was $11,000 for the six months ended June 30, 2005 as compared to $208,000 for the same period in 2004. Net cash provided by financing activities for the six months ended June 30, 2005 included $27,000 of proceeds from employee
stock purchase plan stock issuances. Net cash provided by financing activities for the six months ended June 30, 2004 included $100,000 of proceeds from employee stock purchase plan stock issuances, and $113,000 from employee stock option exercises.



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Our deferred revenue balance generally results from contractual commitments made by customers to pay
amounts to us in advance of revenues earned. We had deferred revenue balances of $993,000 at June 30, 2005 and $1.1 million at December 31, 2004. When over time we recognize these deferred revenue balances as revenues in the statement of operations,
we will not have corresponding increases in cash, as the related cash amounts have previously been received by us. Our unbilled accounts receivable represents revenue that we have earned but which we have not yet billed.



During 2004 and continuing into 2005, we have carefully managed our accounts
receivable and generated additional cash inflows wherever possible from our existing customer base and new customers. However, significant challenges and risks remain:



| |  |  | For the last several years, we have derived a significant portion of our cash inflows from time-and-materials consulting services performed for a limited number of large customers
for whom we were completing enterprise applications development projects. These parties initially became customers of TenFold under our prior business model in earlier years. As these customers completed their initial projects and became
self-sufficient, they reduced their purchases of time-and-materials consulting services (although most continue to purchase support from us and other services from time to time). These reductions have materially reduced our cash inflows. The last of
these large time-and-materials consulting engagements was substantially completed during the quarter ended March 31, 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continue to invest in specific marketing initiatives intended to increase awareness and generate leads, as well as to carry the cost of direct sales staff to convert those leads
to sales.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Although we have closed more sales to new customers in the first half of 2005 than we did in the same period in 2004, we continue to experience difficulty closing substantial new
sales, and it is unclear when or if we can expect to predictably close significant sales to new or existing customers, and to achieve and sustain positive cash flow from operations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are seeking additional capital to support our operations until our cash flow from sales to new or existing customers provides sufficient cash flow, and that capital may or may
not be available on acceptable terms.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are
cognizant of these challenges and risks and that we must generate cash from operations, business transactions, or capital raising to ensure sufficient liquidity for our operations and to support future growth. We are focusing on selling new, larger
license deals with current customers who have experienced our value proposition, exploring distribution agreements, and continuing discussions with potential investors about the possibility of raising capital. In early August 2005, we completed an
additional licensing transaction with a related party, Devon Way, resulting in a cash payment to TenFold of $1 million. See Note 11 of Notes to Condensed Financial Statements for more information.



However, there can be no assurance that we will be successful, and these
risks may have a materially adverse affect on our future cash flow and operations. At our present levels of revenue generation and cash consumption, we will not have sufficient resources to continue as a going concern through 2005, as we will
exhaust our existing cash balances in the fourth quarter of 2005.



See
Factors that May Affect Future Results and Market Price of Stock for more information about risks facing TenFold.



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Disclosure about Contractual Obligations



The following table sets forth summary information regarding certain contractual obligations recorded in the condensed
financial statements as of June 30, 2005 (in thousands):



|                                                                                   |  |       |       |                  |   |           |  |           |     |                  |   |   |  |   |  
|---------------------------------------------------------------------------------- |  | ----- | ----- | ---------------- | - | --------- |  | --------- | --- | ---------------- | - | - |  | - | -
|Contractual Obligations                                                            |  | Total |       | Less than 1 year |   | 1-3 years |  | 4-5 years |     | Morethan 5 years
|Long-term debt                                                                     |  | $     |      |                  | $ |          |  | $         |    |                  | $ |  |  | $ | 
|Capital lease obligations                                                          |  |       | 65    |                  |   | 36        |  |           | 29  |                  |   |  |  |   | 
|Operating lease obligations                                                        |  |       | 936   |                  |   | 426       |  |           | 510 |                  |   |  |  |   | 
|Purchase obligations                                                               |  |       | 238   |                  |   | 238       |  |           |    |                  |   |  |  |   | 
|Other long term liabilities reflected on the registrants Balance Sheet under GAAP |  |       |      |                  |   |          |  |           |    |                  |   |  |  |   | 
|                                                                                   |  |       |       |                  |   |           |  |           |     |                  |   |   |  |   |  
|Total                                                                              |  | $     | 1,239 |                  | $ | 700       |  | $         | 539 |                  | $ |  |  | $ | 
|                                                                                   |  |       |       |                  |   |           |  |           |     |                  |   |   |  |   |  



Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 153,
Exchanges of Nonmonetary Assets, which amends Accounting Principles Board (APB) Opinion No. 29, Accounting for Nonmonetary Transactions. The guidance in APB Opinion 29 is based on the principle that exchanges of nonmonetary assets
should be measured based on the fair value of the assets exchanged. The guidance in APB Opinion 29, however, included certain exceptions to that principle. SFAS No. 153 amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal periods beginning after June 15, 2005. We do not expect that the adoption of SFAS No. 153 will have a material impact on our financial position or results of
operations.



In December 2004, the FASB issued SFAS No. 123R,
Share-Based Payment, which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services through share-based payment
transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity investments based on the fair value of the award at the date of grant. The cost will be recognized over the
period during which an employee is required to provide services in exchange for the award. On April 14, 2005, the Securities and Exchange Commission issued a release announcing the adoption of a new rule delaying the required implementation of SFAS
No. 123R. Under this new rule, SFAS No. 123R is effective as of the beginning of the first annual reporting period that begins after June 15, 2005 and, thus, will be effective for us beginning with the first quarter of 2006. We are currently
evaluating the impact of SFAS 123R and expect the adoption to have a material impact on our financial position and results of operations. See Stock-Based Compensation in Note 5 of our Notes to Condensed Financial Statements for more information
related to the pro forma effects on our reported net loss and loss per share of applying the fair value recognition provisions of the previous SFAS 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.



In May 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections. SFAS No. 154 is a replacement of APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections. It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application
of a change in accounting principle is impracticable and how to report a change in such circumstances. SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived



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non-financial asset be accounted for as a change in estimate effected by a change in accounting principle, and also provides that correction of errors in
previously issued financial statements should be termed a restatement. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.



Factors that May Affect Future Results and Market Price of Stock



We operate in a rapidly changing environment that involves numerous risks,
some of which are beyond our control. In addition, at our present levels of revenue generation and cash consumption, we will exhaust our existing cash balances in the fourth quarter of 2005. The following discussion elaborates on some of these
risks.



If we are unable to generate sufficient cash flow from operations,
or secure additional sources of financing, we will be unable to continue operations as a going concern



While our financial statements have been prepared under the assumption that we will continue as a going concern, the independent accounting firms
report on our December 31, 2004 financial statements, prepared by Tanner LC (formerly Tanner+Co), included an explanatory paragraph relating to their substantial doubt as to our ability to continue as a going concern. Our business model relies upon
generating new sales to existing and new customers. During 2004 and continuing into 2005, we have carefully managed our accounts receivable and generated additional cash inflows wherever possible from our existing customer base and new customers.
However, for the year ended December 31, 2004, net cash used in operations was $7.3 million, and for the six months ended June 30, 2005 net cash used in operations was $3.1 million. If we do not generate significant new sales to existing and new
customers, or raise additional capital, in the near term, we will be required to sell part or all of our assets, and/or terminate operations. In such circumstances, it is unlikely that the proceeds from sales of our assets would be sufficient to
fully satisfy our obligations to our creditors, and therefore it is unlikely that our existing stockholders would receive any value for their stock. If we raise additional capital, it may require pricing and other terms that result in substantial
dilution to existing stockholders ownership interests in TenFold. There can be no assurance that we will be successful achieving sufficient cash flow.



We continue to experience difficulty in securing customer revenue



Although we have closed more sales to new customers in the first half of 2005 than we did in the period in 2004, we continue to face a challenging sales
environment and we continue to experience difficulty closing substantial new sales, and it is unclear when or if we can expect to achieve significant sales to new or existing customers, and to achieve and sustain positive cash flow from operations.
Furthermore, our uncertain future may make it less likely for customers to want to do business with us. As a result, there is no assurance that we will be able to convince future prospective customers to purchase products or services from us or that
any customer revenue that is achieved can be sustained. If we are unable to obtain future customer revenue or outside financing, our operations, financial condition, liquidity, and prospects will be materially and adversely affected, and we will be
required to sell part or all of our assets, and/or terminate operations.



Our sales cycle can be lengthy and subject to delays and these delays could cause our operating results to suffer



We believe that a customers decision to purchase significant products or services from us can involve a significant commitment of resources and be
influenced by customer budget cycles. To successfully sell our products and services, we generally must educate our potential customers regarding the use and benefit of our products and services. Recently, we have been able to demonstrate new
account penetration through small, introductory proof-of-concept projects including small development and deployment licenses and limited consulting services, and some of these projects have led to larger sales. However, historically, getting new
customers to



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purchase significant licenses or services has required significant time and resources. Consequently, the period between initial contact and the purchase of
our products or services can be long and subject to delays associated with the lengthy budgeting, approval, and competitive evaluation processes that typically accompany significant capital expenditures. Historically, our sales cycles have been
lengthy and variable, typically ranging between three to twelve months from initial contact with a potential customer to the signing of a contract. Sales delays could cause our operating results to vary widely. There can be no assurance that we will
not experience sales delays in the future. In addition, we face a challenging sales environment and there can be no assurance that we will have sales in the future.



Our future prospects are difficult to evaluate



In light of our operating results for recent periods and the continued difficult sales environment we face and in the
technology sector in general, it is difficult to evaluate our future prospects. There can be no assurance that we will be able to successfully complete current or new projects. In the past we received customer complaints concerning some of our
projects. Although we have substantially changed the business model under which we sold and delivered business that generated customer complaints, we cannot be certain that we will not receive more customer complaints in the future. Such complaints
would likely adversely affect our ability to sell to other customers. Additionally, our failure to successfully complete any current or new projects may have a material adverse impact on our financial position and results of operations. We cannot be
certain that our business strategy will succeed.



We are substantially
dependent on a small number of customers and the loss of one or more of these customers may cause revenues and cash flow to decline



We have derived, and over the near term we expect to continue to derive, a significant portion of our revenues and cash flow from a limited number of
customers. For example, three customers accounted for a total of 87 percent of our total revenues for the year ended December 31, 2004 (individually 50 percent, 22 percent and 15 percent, respectively) and three customers accounted for a total of 55
percent of our revenues for the six months ended June 30, 2005 (individually 24 percent, 21 percent, and 10 percent of our total revenues, respectively). Significant reductions in the amount of business large customers conduct with us has previously
and may in the future, materially and adversely affect our business, results of operations, financial position and liquidity. Replacing the loss of an important customer is unpredictable. Revenues and cash flows from a single customer or a few
important customers may constitute a significant portion of our total revenues and cash inflows in a particular period, then decline as the volume of work performed for specific customers decreases as they complete projects. A major customer in one
period may not continue to purchase significant licenses or services from us in a subsequent period.



The customer accounting for 16 percent of our total revenues for the three months ended June 30, 2005, is a related party. See Note 11 of our Notes to
Condensed Financial Statements for more information related to this transaction.



The revenue from the customer who accounted for 50 percent of our total revenues for the year ended December 31, 2004 was primarily from the non-recurring transaction with Cedars during the second quarter of 2004. We
do not expect Cedars to account for a significant percentage of our revenues in the future.



Our revenues from the two customers accounting for 22 percent and 15 percent of our total revenues for the year ended December 31, 2004, which was primarily time-and-materials consulting revenue, has decreased over
time as these customers completed their current applications development projects and became more self-sufficient. The customer accounting for 15 percent of our total revenues for the year ended December 31, 2004 completed its use of our
time-and-materials consulting services for its current application development project during the quarter ended September 30, 2004. We staffed this project with subcontractors who we released



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upon completion of these services. Our project for the customer accounting for 22 percent of our total revenues for the year ended December 31, 2004, and 24
percent of our total revenues for the six months ended June 30, 2005, was substantially completed during the quarter ended March 31, 2005.



We have previously recognized significant deferred revenues which will not be available in future periods



Our deferred revenue balance generally results from contractual commitments
made by customers to pay amounts to us in advance of revenues earned. We had deferred revenues of $1.1 million at December 31, 2004 compared to $7.6 million at December 31, 2003. The decrease resulted primarily from the recognition of previously
deferred revenues during the quarter ended June 30, 2004, upon our successful conclusion of an earlier fixed-price applications development project. We had a deferred revenue balance of $993,000 at June 30, 2005 that we expect to recognize as
revenues in future periods, but the timing of recognition is uncertain. We do not expect to recognize revenues or profits from deferred revenues during 2005 at the same levels that we experienced during 2004.



Our growth and success depends on our ability to license EnterpriseTenFold; however, we
have limited experience licensing EnterpriseTenFold to date



The success of our business is dependent in large part upon our ability to license EnterpriseTenFold. If our strategy for marketing EnterpriseTenFold and our other products is unsuccessful, or if we are unable to license EnterpriseTenFold
and/or other products successfully, or within the time frames anticipated, our revenues and operating results will continue to suffer.



Our historical quarterly operating results have varied significantly and our future operating results could vary



Historically, our quarterly operating results have varied significantly. For
example, during some years, we have had quarterly profits followed by losses in subsequent quarters. Our future operating results may continue to vary significantly. Until we achieve and sustain significant sales to new or existing customers, we
expect to continue to experience losses.



If our software contains defects
or other limitations, we could face product liability exposure



Because of our limited operating history and our small number of customers, we have completed a limited number of projects that are now in production. As a result, there may be undiscovered material defects in our products or technology.
Furthermore, complex software products often contain errors or defects, particularly when first introduced or when new versions or enhancements are released. Despite internal testing and testing by current and potential customers, our current and
future products may contain serious defects. Serious defects or errors could result in lost revenues or a delay in market acceptance, which would damage our reputation and business.



Because our customers may use our products for mission-critical applications, errors, defects, or other performance problems
could result in financial or other damages to customers. Our customers could seek damages for these losses. Any successful claims for these losses, to the extent not covered by insurance, could result in our being obligated to pay substantial
damages, which would cause operating results to suffer. Although our license agreements typically contain provisions designed to limit our liability, existing or future laws or unfavorable judicial decisions could negate these limitations of
liability provisions. A product liability claim brought against us, even if not successful, would likely be time consuming and costly.



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Our errors and omissions coverage may not cover contractual disputes



While we maintain errors and omissions insurance coverage for claims related
to customer contract disputes within the coverage scope and term, given the nature and complexity of the factors affecting the estimated liabilities, actual liabilities may exceed or be outside the scope of our current errors and omissions coverage.
We can give no assurance that our insurance carrier will extend coverage to future claims. In addition, no assurance can be given that we will not be subject to material additional liabilities and significant additional litigation relating to errors
and omissions arising from future claims.



Our errors and
omissions insurance policy is in the form of an industry standard software errors and omissions policy. As such, it only covers software errors and omissions that occur after the delivery of software and excludes contractual disputes such as cost
and time related guarantees. We have previously had contractual disputes related to our guarantees. While we have substantially changed our business model and no longer offer a money-back guarantee, no assurance can be given that we will not be
subject to these types of claims in the future. In the event that liabilities from claims are not covered by or exceed our errors and omissions coverage, our business, results of operations, financial position, or liquidity could be materially and
adversely affected.



We are involved in a litigation matter and may in the
future be involved in further litigation or disputes that may be costly and time-consuming, and if we suffer adverse judgments, our operating results could suffer



We are involved in a class action suit against more than 300 issuers involving the underwriters of those issuers
initial public offerings. Although we currently expect to resolve this matter without significant cost to TenFold, we may in the future face other litigation or disputes with customers, employees, business partners, stockholders, or other third
parties. Such litigation or disputes could result in substantial costs and diversion of resources that would harm our business. An unfavorable outcome of this matter may have a material adverse impact on our business, results of operations,
financial position, or liquidity. See Legal Proceedings and Contingencies generally for more information concerning our litigation and disputes.



Our settlements with Perot Systems and Cedars-Sinai Medical Center require that if we do not meet certain obligations their claims may be re-instated or re-asserted,
and if this were to happen and we suffer adverse judgments, our operating results could suffer



Although we have settled prior disputes with Perot Systems and Cedars-Sinai Medical Center, and during 2004 entered into revised agreements with
Cedars-Sinai that confirm our completion of the earlier project and provide for mutual releases from prior related claims, our agreements still require that we perform and meet certain obligations. If we are unable to or do not perform or meet these
obligations, Perot Systems and Cedars-Sinai may re-instate or re-assert their respective prior claims against us. If either Perot Systems or Cedars-Sinai were to re-instate or re-assert their respective claims, an unfavorable outcome of the matter
may have a material adverse impact on our business, results of operations, financial position, or liquidity.



If we fail to adequately anticipate employee and resource utilization rates, our operating results could suffer



A high percentage of our operating expenses, particularly personnel and rent, are relatively fixed in advance of any particular quarter. As a result,
unanticipated variations in the number, or progress toward completion, of our projects or in employee utilization rates did and may continue to cause significant variations in operating results in any particular quarter and could result in quarterly
losses. Time-and-materials consulting arrangements can typically be terminated by a customer on short notice. An unanticipated termination of a major project, the delay of a project, or the completion during a quarter of several projects has in the
past and may continue to result in under-utilized employees and could, therefore, cause us to suffer quarterly losses or adverse results of operations.



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A loss of Nancy M. Harvey, Jeffrey L. Walker, or any other key employee could impair our business



Our industry is competitive and we are substantially dependent upon the
continued service of our existing executive personnel, especially Nancy M. Harvey, President, Chief Executive Officer and Chief Financial Officer. Furthermore, our products and technologies are complex and we are substantially dependent upon the
continued service of our senior technical staff, including Jeffrey L. Walker, Chairman of the Board of Directors, Executive Vice President, and Chief Technology Officer. If a key employee resigns to join a competitor or to form a competing company,
the loss of the employee and any resulting loss of existing or potential customers to the competing company would harm our business. We do not carry key-man life insurance on any of our key employees. We have entered into an employment agreement
with our President, Chief Executive Officer, and Chief Financial Officer, Nancy M. Harvey. However, the agreement does not ensure continued service to TenFold. In the event of the loss of key personnel, there can be no assurance that we would be
able to prevent their unauthorized disclosure or use of our technical knowledge, practices, or procedures.



Our failure to attract and retain highly skilled employees, particularly project managers and other senior technical personnel, could impair our ability to complete projects and expand our business



Our services business is labor intensive. Our success will depend in
large part upon our ability to attract, retain, train, and motivate highly skilled employees, particularly project managers and other senior technical personnel. Any failure on our part to do so would impair our ability to adequately manage and
complete existing projects, bid for and obtain new projects, and expand business. There exists significant competition for employees with the skills required to perform the services we offer. Qualified project managers and senior technical staff are
in great demand and are likely to remain a limited resource for the foreseeable future. Our current financial condition, and our prior restructurings and related headcount reductions, may make it more difficult for us to retain and compete for such
employees. There can be no assurance that we will be successful in retaining, training, and motivating our employees or in attracting new, highly skilled employees. If we are unsuccessful in this effort or if our employees are unable to achieve
expected performance levels, our business will be harmed.



If we cannot
protect or enforce our intellectual property rights, our competitive position would be impaired and we may become involved in costly and time-consuming litigation



Our success is dependent, in large part, upon our proprietary EnterpriseTenFold technology and other intellectual property
rights. If we are unable to protect and enforce these intellectual property rights, our competitors will have the ability to introduce competing products that are similar to ours, and our revenues, market share, and operating results will suffer. To
date, we have relied primarily on a combination of patent, copyright, trade secret, and trademark laws, and nondisclosure and other contractual restrictions on copying and distribution to protect our proprietary technology. We have been issued three
patents in the U.S. and intend to continue to seek patents on our technology when appropriate. There can be no assurance that the steps we have taken in this regard will be adequate to deter misappropriation of our proprietary information or that we
will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. The laws of some countries may not protect our intellectual property rights to the same extent as do the laws of the United States.
Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity.
This litigation could result in substantial costs and diversion of resources that would harm our business.



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To date, we have not been notified that our products infringe the proprietary rights of third parties,
but there can be no assurance that third parties will not claim infringement by us with respect to current or future products. We expect software developers will increasingly be subject to infringement claims as the number of products and
competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Any of these claims, with or without merit, could be time-consuming to defend, result in costly litigation, divert managements
attention and resources, cause product shipment delays, or require us to enter into royalty or licensing agreements. These royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at all. A successful claim
against us of product infringement and our failure or inability to license the infringed or similar technology on favorable terms would harm our business.



If we fail to successfully compete, our revenues and market share will be adversely affected



The market for our products and services is highly competitive, and if we are not successful in competing in this market,
our revenues and market share will suffer. Many of our competitors have significantly greater financial, technical and marketing resources, generate greater revenues, and have greater name recognition than we do. In addition, there are relatively
low barriers to entry into our markets and we have faced, and expect to continue to face, additional competition from new entrants into our markets.



International political and economic uncertainty could have an adverse impact on our business and on our operating results



Revenues from customers outside of North America were approximately 11
percent of total revenues for the six months ended June 30, 2005, and approximately 20 percent of total revenues for 2004. The international political and economic uncertainty caused by the ongoing war on terrorism and other international political
developments may adversely impact our ability to continue existing relationships with our foreign customers and to develop new business abroad.



Our stock price may continue to be volatile



Our stock price has fluctuated widely in the past and could continue to do so in the future. Your investment in our stock could lose value. Some of the
factors that could significantly affect the market price of our stock, in addition to those mentioned in this section Factors that May Affect Future Results and Market Price of Stock, include: variations in our quarterly financial
results; further decreases in our cash resources, changes in our revenue; changes in our customer base including the loss of a major customer; changes in management; reports or earnings estimates published by financial analysts; changes in
political, economic and market conditions either generally or specifically to particular industries; and fluctuations in stock prices generally, particularly with respect to the stock prices for other technology companies. A significant drop in our
stock price could expose us to the risk of securities class action lawsuits. Defending against such lawsuits could result in substantial costs and divert managements attention and resources. An unfavorable outcome of such a matter may have a
material adverse impact on our business, results of operations, financial position, or liquidity.



No corporate actions requiring stockholder approval can take place without the approval of our controlling stockholders



The executive officers, directors, and entities affiliated with them, in the aggregate, beneficially own approximately 52 percent of our outstanding
common stock. Jeffrey L. Walker, Chairman, Executive Vice President and Chief Technology Officer, and the Walker Childrens Trust, in the aggregate, currently beneficially own approximately 41 percent of our outstanding common stock. Mr.
Walker, acting with others, would be able to decide or significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. This
concentration of ownership may have the effect of delaying or preventing a merger or other business combination transaction, even if the transaction would be beneficial to our other stockholders.



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The anti-takeover provisions in our charter documents and/or under Delaware law could discourage a takeover that
stockholders may consider favorable



Provisions of our
certificate of incorporation, bylaws, stock incentive plans and Delaware law may discourage, delay, or prevent a merger or acquisition that a stockholder may consider favorable.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------



Reference is made to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, appearing on page 42 of TenFolds 2004 Annual
Report on Form 10-K for information relating to TenFolds interest rate and currency rate risks. There have been no material changes in such risks through June 30, 2005.



|Item 4. | Controls and Procedures
|------- | -----------------------



An evaluation was performed under the supervision and with the participation of the Companys management, including Nancy Harvey (Chief Executive
Officer and Chief Financial Officer), of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of June 30, 2005. Based on that evaluation, Ms. Harvey concluded that the Companys disclosure
controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as
specified in the rules and forms of the Securities and Exchange Commission. There have been no material changes in the Companys internal controls over financial reporting or in other factors reasonably likely to affect the internal controls
over financial reporting during the quarter ended June 30, 2005.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



See Part I, Item 1, Note 8 of Notes to Condensed Financial Statements for a description of legal proceedings.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



We held our Annual Meeting of Stockholders on June 22, 2005, in Sandy, Utah. A total of 39,254,606 shares (approximately 85 percent of all shares entitled
to vote at the meeting) were represented by proxy or ballot at the meeting. The matters voted upon at the meeting, and the votes cast with respect to each were:



| |  |  | Election of three directors to hold office until the 2007 Annual Meeting of Stockholders: Richard H. Bennett, Jr.  38,114,974 shares cast for election and 1,139,632 shares
withheld; Robert E. Parsons, Jr.  38,843,304 shares cast for election and 411,302 shares withheld; and Jeffrey L. Walker  38,111,560 shares cast for election and 1,143,046 shares withheld. The terms of the following other existing
directors continued after the meeting: Stephen H. Coltrin, Robert W. Felton, Nancy M. Harvey and Ralph W. Hardy, Jr.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ratification of the selection of Tanner LC as independent auditors of TenFold for the fiscal year ended December 31, 2005  39,091,587 shares cast for ratification, 82,829
shares cast against ratification, and 80,190 shares abstained.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Approval of an amendment to the 1999 Stock Plan increasing the number of shares of common stock reserved for issuance thereunder by 5,000,000 shares  23,118,106 shares cast
for ratification, 1,830,787 shares cast against ratification, 245,400 shares abstained, and 14,060,313 broker non-votes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 6. | Exhibits
|------- | --------



|(a) | Exhibits
|--- | --------



|       |  |                                                                                                                                    
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                        
|       | 
|3.3    |  | Bylaws of TenFold, as amended                                                                                                      
|       | 
|11*    |  | Computation of Shares used in Computing Basic and Diluted Net Loss Per Share.                                                      
|       | 
|31     |  | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|       | 
|32     |  | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|* | Incorporated by reference to Notes to Condensed Financial Statements herein
|- | -----------------------------------------------------------------------------



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SIGNATURE



Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                                                                                               
|-----------------------------------------------------------------------------------------------
|TenFold Corporation                                                                            
|                                                                                               
|/s/ Nancy M. Harvey                                                                            
|Nancy M. Harvey President, Chief Executive Officer, and Chief Financial Officer August 15,
2005



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