##### Table of Contents

---



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 March 31, 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



---



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 March 31, 2005, there were 46,411,583 shares of the registrants Common Stock outstanding.



---



---

##### Table of Contents

INDEX



|                              |  |                                                                                                              |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                              |  |                                                                                                              |  | Page
|                              |  |                                                                                                             
|                              |  | Forward-Looking Statements                                                                                   |  | 3   
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                                             
|                              |  |                                                                                                             
|Item 1.                       |  | Condensed Consolidated Financial Statements                                                                  |  |     
|                              |  |                                                                                                             
|                              |  | Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004                                |  | 4   
|                              |  |                                                                                                             
|                              |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and March 31, 2004 |  | 5   
|                              |  |                                                                                                             
|                              |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and March 31, 2004 |  | 6   
|                              |  |                                                                                                             
|                              |  | Notes to Condensed Consolidated Financial Statements                                                         |  | 7   
|                              |  |                                                                                                             
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 16  
|                              |  |                                                                                                             
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 31  
|                              |  |                                                                                                             
|Item 4.                       |  | Controls and Procedures                                                                                      |  | 31  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                             
|                              |  |                                                                                                             
|Item 1.                       |  | Legal Proceedings                                                                                            |  | 32  
|                              |  |                                                                                                             
|Item 6.                       |  | Exhibits                                                                                                     |  | 32  
|                              | 
|Signature                     |  | 33                                                                                                          



2



---

##### Table of Contents

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, estimates, 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



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



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



TENFOLD CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)



|                                                                                                              |  |                |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                              |  | March 31, 2005 |         |   | December 31, 2004 |  
|Assets                                                                                                        |  |                |         |   |                   |   |         |  
|Current assets:                                                                                               |  |                |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                     |  | $              | 3,586   |   |                   | $ | 5,225   |  
|Accounts receivable, (net of allowances for doubtful accounts of $32 and $29, respectively)                   |  |                | 708     |   |                   |   | 240     |  
|Unbilled accounts receivable, (net of allowances for doubtful accounts of $0 and $3, respectively)            |  |                | 29      |   |                   |   | 74      |  
|Prepaid expenses and other assets                                                                             |  |                | 124     |   |                   |   | 162     |  
|Other assets                                                                                                  |  |                | 14      |   |                   |   | 14      |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|Total current assets                                                                                          |  |                | 4,461   |   |                   |   | 5,715   |  
|Restricted cash                                                                                               |  |                | 74      |   |                   |   | 74      |  
|Property and equipment, net                                                                                   |  |                | 557     |   |                   |   | 626     |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|Total assets                                                                                                  |  | $              | 5,092   |   |                   | $ | 6,415   |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|                                                                                                              |  |               
|Liabilities and Stockholders Equity                                                                          |  |                |         |   |                   |   |         |  
|Current liabilities:                                                                                          |  |                |         |   |                   |   |         |  
|Accounts payable                                                                                              |  | $              | 277     |   |                   | $ | 265     |  
|Income taxes payable                                                                                          |  |                | 1,335   |   |                   |   | 1,340   |  
|Accrued liabilities                                                                                           |  |                | 1,275   |   |                   |   | 1,406   |  
|Deferred revenue                                                                                              |  |                | 1,400   |   |                   |   | 1,062   |  
|Current installments of obligations under capital leases                                                      |  |                | 33      |   |                   |   | 25      |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|Total current liabilities                                                                                     |  |                | 4,320   |   |                   |   | 4,098   |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|                                                                                                              |  |               
|Long-term liabilities:                                                                                        |  |                |         |   |                   |   |         |  
|Obligations under capital leases, excluding current installments                                              |  |                | 36      |   |                   |   | 36      |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|Total long-term liabilities                                                                                   |  |                | 36      |   |                   |   | 36      |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|Commitments and contingencies                                                                                 |  |                |         |   |                   |   |         |  
|                                                                                                              |  |               
|Stockholders equity:                                                                                         |  |                |         |   |                   |   |         |  
|Common stock, $0.001 par value:                                                                               |  |                |         |   |                   |   |         |  
|Authorized: 120,000,000 shares                                                                                |  |                |         |   |                   |   |         |  
|Issued and outstanding shares: 46,411,583 shares at March 31, 2005 and 46,377,219 shares at December 31, 2004 |  |                | 46      |   |                   |   | 46      |  
|Additional paid-in capital                                                                                    |  |                | 76,245  |   |                   |   | 76,218  |  
|Deferred compensation                                                                                         |  |                | (16     | ) |                   |   | (20     | )
|Accumulated deficit                                                                                           |  |                | (75,539 | ) |                   |   | (73,963 | )
|                                                                                                              |  |                |         |   |                   |   |         |  
|Total stockholders equity                                                                                    |  |                | 736     |   |                   |   | 2,281   |  
|                                                                                                              |  |                |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                    |  | $              | 5,092   |   |                   | $ | 6,415   |  
|                                                                                                              |  |                |         |   |                   |   |         |  



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



4



---

##### Table of Contents

TENFOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                       |  |                             |        |   |      |   |        |  
|-------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                       |  | Three Months EndedMarch 31, |       
|                                                                                       |  | 2005                        |        |   | 2004 |  
|Revenues:                                                                              |  |                             |        |   |      |   |        |  
|License                                                                                |  | $                           | 93     |   |      | $ | 152    |  
|Services and other                                                                     |  |                             | 1,515  |   |      |   | 3,439  |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Total revenues                                                                         |  |                             | 1,608  |   |      |   | 3,591  |  
|                                                                                       |  |                             |        |   |      |   |        |  
|                                                                                       |  |                            
|Operating expenses:                                                                    |  |                             |        |   |      |   |        |  
|Cost of revenues                                                                       |  |                             | 994    |   |      |   | 2,187  |  
|Sales and marketing                                                                    |  |                             | 714    |   |      |   | 315    |  
|Research and development                                                               |  |                             | 943    |   |      |   | 824    |  
|General and administrative                                                             |  |                             | 631    |   |      |   | 578    |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Total operating expenses                                                               |  |                             | 3,282  |   |      |   | 3,904  |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Loss from operations                                                                   |  |                             | (1,674 | ) |      |   | (313   | )
|                                                                                       |  |                             |        |   |      |   |        |  
|                                                                                       |  |                            
|Other income (expense):                                                                |  |                             |        |   |      |   |        |  
|Interest income                                                                        |  |                             | 20     |   |      |   | 22     |  
|Interest expense                                                                       |  |                             | (3     | ) |      |   | (1     | )
|Other income                                                                           |  |                             | 82     |   |      |   | 86     |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Total other income, net                                                                |  |                             | 99     |   |      |   | 107    |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Loss before income taxes                                                               |  |                             | (1,575 | ) |      |   | (206   | )
|Provision for income taxes                                                             |  |                             | 1      |   |      |   |       |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Net loss                                                                               |  | $                           | (1,576 | ) |      | $ | (206   | )
|                                                                                       |  |                             |        |   |      |   |        |  
|Basic loss per common share                                                            |  | $                           | (0.03  | ) |      | $ | (0.00  | )
|                                                                                       |  |                             |        |   |      |   |        |  
|Diluted loss per common share                                                          |  | $                           | (0.03  | ) |      | $ | (0.00  | )
|                                                                                       |  |                             |        |   |      |   |        |  
|Weighted average common and common equivalent shares used to calculate loss per share: |  |                             |        |   |      |   |        |  
|Basic                                                                                  |  |                             | 46,400 |   |      |   | 46,015 |  
|                                                                                       |  |                             |        |   |      |   |        |  
|Diluted                                                                                |  |                             | 46,400 |   |      |   | 46,015 |  
|                                                                                       |  |                             |        |   |      |   |        |  



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



5



---

##### Table of Contents

TENFOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                            |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                            |  | Three Months EndedMarch 31, |       
|                                                                            |  | 2005                        |        |   | 2004 |  
|Cash flows from operating activities:                                       |  |                             |        |   |      |   |        |  
|Net loss                                                                    |  | $                           | (1,576 | ) |      | $ | (206   | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                               |  |                             | 90     |   |      |   | 97     |  
|Provision to bad debt reserve                                               |  |                             | 1      |   |      |   |       |  
|Amortization of deferred compensation                                       |  |                             | 4      |   |      |   | 5      |  
|Gain on sale of property and equipment                                      |  |                             |       |   |      |   | (61    | )
|                                                                            |  |                            
|Changes in operating assets and liabilities:                                |  |                             |        |   |      |   |        |  
|Accounts receivable                                                         |  |                             | (472   | ) |      |   | 776    |  
|Unbilled accounts receivable                                                |  |                             | 48     |   |      |   | 48     |  
|Prepaid expenses and other assets                                           |  |                             | 38     |   |      |   | (4     | )
|Accounts payable                                                            |  |                             | 12     |   |      |   | (502   | )
|Income taxes payable                                                        |  |                             | (5     | ) |      |   | (5     | )
|Accrued liabilities                                                         |  |                             | (131   | ) |      |   | (934   | )
|Deferred revenues                                                           |  |                             | 338    |   |      |   | (382   | )
|                                                                            |  |                             |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                             | (1,653 | ) |      |   | (1,168 | )
|                                                                            |  |                             |        |   |      |   |        |  
|                                                                            |  |                            
|Cash flows from investing activities:                                       |  |                             |        |   |      |   |        |  
|Proceeds from sale of property and equipment                                |  |                             |       |   |      |   | 62     |  
|Additions to property and equipment                                         |  |                             | (5     | ) |      |   | (20    | )
|                                                                            |  |                             |        |   |      |   |        |  
|Net cash provided by (used in) investing activities                         |  |                             | (5     | ) |      |   | 42     |  
|                                                                            |  |                             |        |   |      |   |        |  
|                                                                            |  |                            
|Cash flows from financing activities:                                       |  |                             |        |   |      |   |        |  
|Proceeds from employee stock purchase plan stock issuance                   |  |                             | 27     |   |      |   | 100    |  
|Exercise of common stock options                                            |  |                             |       |   |      |   | 61     |  
|Principal payments on obligations under capital leases                      |  |                             | (8     | ) |      |   | (1     | )
|                                                                            |  |                             |        |   |      |   |        |  
|Net cash provided by financing activities                                   |  |                             | 19     |   |      |   | 160    |  
|                                                                            |  |                             |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                   |  |                             | (1,639 | ) |      |   | (966   | )
|Cash and cash equivalents at beginning of period                            |  |                             | 5,225  |   |      |   | 12,236 |  
|                                                                            |  |                             |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                  |  | $                           | 3,586  |   |      | $ | 11,270 |  
|                                                                            |  |                             |        |   |      |   |        |  
|                                                                            |  |                            
|Supplemental disclosure of cash flow information:                           |  |                             |        |   |      |   |        |  
|Cash paid for income taxes                                                  |  | $                           | 6      |   |      | $ | 5      |  
|Cash paid for interest                                                      |  |                             | 1      |   |      |   |       |  
|Equipment purchased under capital leases                                    |  |                             | 16     |   |      |   | 40     |  



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



6



---

##### Table of Contents

TENFOLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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



The accompanying unaudited Condensed Consolidated 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 months ended March 31, 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 Consolidated 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 March 31, 2005, our principal source of liquidity was our cash and cash equivalents of $3.6 million. Our net cash used in operating activities was $1.7 million for the three months ended March 31, 2005 as
compared to $1.2 million for the same period in 2004. The increase in net cash used in operating activities results primarily from a decrease in cash inflows from one of our larger time-and-materials consulting projects as the customer substantially
completed its application development project during the quarter ended March 31, 2005.



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. 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 application 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
the large time-and-materials consulting engagements was substantially completed during the quarter ended March 31, 2005. We do not have a new project of the same staffing magnitude in place to replace this project.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



---

##### Table of Contents

| |  |  | 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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continue to experience difficulty closing substantial new sales, and it is unclear when 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 investment bankers and others about the possibility of raising capital. 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 during the third quarter of 2005.



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



We derive revenues from license fees, applications development and implementation services, support, and training services. License revenues consist of
fees for licensing EnterpriseTenFold (formerly known as Universal Application) as an applications development tool, and license fees for applications that we previously developed and resold. Service revenues consist of fees for applications
development and implementation, 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 Statement of Position (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. 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.



8



---

##### Table of Contents

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 development and deployment licenses and applications product sales 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 only include post contract customer support services, or 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, and from application of the zero profit margin methodology described above. 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.



9



---

##### Table of Contents

|3. | Loss Per Share
|-- | --------------



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



|                                                                               |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                               |  | Three Months EndedMarch 31, |       
|                                                                               |  | 2005                        |        |   | 2004 |  
|Numerator:                                                                     |  |                             |        |   |      |   |        |  
|Numerator for basic loss per share  net loss available to common stockholders |  | $                           | (1,576 | ) |      | $ | (206   | )
|                                                                               |  |                             |        |   |      |   |        |  
|Numerator for diluted loss per share                                           |  | $                           | (1,576 | ) |      | $ | (206   | )
|                                                                               |  |                             |        |   |      |   |        |  
|                                                                               |  |                            
|Denominator:                                                                   |  |                             |        |   |      |   |        |  
|Denominator for basic loss per share  weighted average shares                 |  |                             | 46,400 |   |      |   | 46,015 |  
|                                                                               |  |                             |        |   |      |   |        |  
|Employee stock options                                                         |  |                             |       |   |      |   |       |  
|                                                                               |  |                             |        |   |      |   |        |  
|Denominator for diluted loss per share                                         |  |                             | 46,400 |   |      |   | 46,015 |  
|                                                                               |  |                             |        |   |      |   |        |  
|                                                                               |  |                            
|Loss per common share:                                                         |  |                             |        |   |      |   |        |  
|Basic loss per common share                                                    |  | $                           | (0.03  | ) |      | $ | (0.00  | )
|                                                                               |  |                             |        |   |      |   |        |  
|Diluted loss per common share                                                  |  | $                           | (0.03  | ) |      | $ | (0.00  | )
|                                                                               |  |                             |        |   |      |   |        |  



Employee stock options
that could potentially dilute basic earnings (loss) per share in the future, of which there were 23,280,321 and 19,901,145 outstanding during the three months ended March 31, 2005 and 2004, respectively, that have a weighted average exercise price
of $1.92 and $2.17 per share, respectively, were not included in the computation of diluted loss per share because to do so would have been anti-dilutive for the periods.



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



Restricted cash of $74,000 at March 31, 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 Financial Accounting Standards Board (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 Standard (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.



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



10



---

##### Table of Contents

Based Compensation, our net loss for the three months ended March 31, 2005 and 2004 would have been as follows (in thousands except per share
information):



|                                                                                                                                            |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                            |  | Three Months EndedMarch 31, |       
|                                                                                                                                            |  | 2005                        |        |   | 2004 |  
|Net loss applicable to common stock  as reported                                                                                           |  | $                           | (1,576 | ) |      | $ | (206   | )
|Add: Stock-based employee compensation expense included in reported net loss, net of related tax effects                                    |  |                             | 4      |   |      |   | 5      |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | (2,454 | ) |      |   | (5,515 | )
|                                                                                                                                            |  |                             |        |   |      |   |        |  
|Net loss applicable to common stock  pro forma                                                                                             |  | $                           | (4,026 | ) |      | $ | (5,716 | )
|                                                                                                                                            |  |                             |        |   |      |   |        |  
|                                                                                                                                            |  |                            
|Loss per common share  as reported:                                                                                                        |  |                             |        |   |      |   |        |  
|Basic                                                                                                                                       |  | $                           | (0.03  | ) |      | $ | (0.00  | )
|Diluted                                                                                                                                     |  | $                           | (0.03  | ) |      | $ | (0.00  | )
|                                                                                                                                            |  |                            
|Loss per common share  pro forma:                                                                                                          |  |                             |        |   |      |   |        |  
|Basic                                                                                                                                       |  | $                           | (0.09  | ) |      | $ | (0.12  | )
|Diluted                                                                                                                                     |  | $                           | (0.09  | ) |      | $ | (0.12  | )



The effect of SFAS No.
123 on pro forma net loss and net loss per share for the three months ended March 31, 2005 and 2004 may not be representative of the effects on pro forma results in future periods.



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



The provision for income taxes for the three months ended March 31, 2005 relates primarily to foreign taxes. There was no provision for income taxes for
the three months ended March 31, 2004, as no provision was necessary based upon results for the period.



The valuation allowance as of March 31, 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.



|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 March 31, 2005 are as follows (in thousands):



|                                                                 |  |       |       |           |   |         |  |   |     |  
|---------------------------------------------------------------- |  | ----- | ----- | --------- | - | ------- |  | - | --- | -
|                                                                 |  | Total |       | Operating |   | Capital | 
|2005                                                             |  | $     | 343   |           | $ | 316     |  | $ | 27  |  
|2006                                                             |  |       | 468   |           |   | 431     |  |   | 37  |  
|2007                                                             |  |       | 303   |           |   | 293     |  |   | 10  |  
|Thereafter                                                       |  |       |      |           |   |        |  |   |    |  
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Total minimum lease payments                                     |  | $     | 1,114 |           | $ | 1,040   |  |   | 74  |  
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Less: Amount representing interest                               |  |       |       |           |   |         |  |   | (5  | )
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Present value of net minimum capital lease payments              |  |       |       |           |   |         |  |   | 69  |  
|Less: Current installments of obligations under capital leases   |  |       |       |           |   |         |  |   | (33 | )
|                                                                 |  |       |       |           |   |         |  |   |     |  
|Obligations under capital leases, excluding current installments |  |       |       |           |   |         |  | $ | 36  |  
|                                                                 |  |       |       |           |   |         |  |   |     |  



11



---

##### Table of Contents

Operating lease commitments for properties that have been restructured are included in accounts payable
and accrued liabilities in the Condensed Consolidated Balance Sheet at March 31, 2005. See Note 9 for more information.



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



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 has 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 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 calls for discovery to be completed by August 1, 2006.



The parties subsequently entered into settlement discussions and have agreed in principle on the terms for a settlement. The parties are in the process of drafting the related settlement agreements which are still
subject to final approval by the parties, and approval by the United States Bankruptcy Court.



We believe that our insurance will cover the cost of settling this matter, and therefore we do not believe that this matter will have an 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.



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 lists 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



12



---

##### Table of Contents

complaint generally alleges that plaintiffs daughter died following surgery as the result of an overdose of prescription medications. The complaint
alleges 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 acknowledges 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 and have agreed in principle on the
terms for a settlement. The parties are in the process of drafting the related settlement agreements which are still subject to final approval by the parties.



We believe that our insurance will cover the cost of settling this matter, and therefore we do not believe that this matter will have an 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.



Stockholder Matters



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 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 the preliminary approval 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



13



---

##### Table of Contents

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 March 31, 2005. As a result, we have not recorded a liability for infringement costs as of March 31, 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 March 31, 2005.



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 months ended March 31, 2005, or the three months ended March 31, 2004.



Restructuring reserves are included in accounts payable and accrued
liabilities at March 31, 2005. Detail of the restructuring charges as of and for the three months ended March 31, 2005 are summarized below (in thousands):



|                       |  |                            |     |            |   |             |  |          |   |  |                          |     |   |  |   |   
|---------------------- |  | -------------------------- | --- | ---------- | - | ----------- |  | -------- | - |  | ------------------------ | --- | - |  | - | --
|Restructuring Charges: |  | Balance atDecember 31,2004 |     | NewCharges |   | Adjustments |  | Utilized |   |  | Balance at March 31,2005
|Facilities related     |  | $                          | 132 |            | $ |            |  | $        |  |  | $                        | (81 | ) |  | $ | 51
|                       |  |                            |     |            |   |             |  |          |   |  |                          |     |   |  |   |   
|                       |  | $                          | 132 |            | $ |            |  | $        |  |  | $                        | (81 | ) |  | $ | 51
|                       |  |                            |     |            |   |             |  |          |   |  |                          |     |   |  |   |   



14



---

##### Table of Contents

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



Our CEO reviews financial information on a consolidated basis, similar in format to the accompanying Condensed Consolidated 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 12
percent of total revenues for the three months ended March 31, 2005 as compared to 47 percent of total revenues for the same period in 2004. 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 current application development project during the quarter ended September 30, 2004. Our long-lived assets are deployed in the United States.



Three customers accounted for a total of 67 percent of our revenues for
the three months ended March 31, 2005 (individually 41 percent, 13 percent, and 13 percent of our total revenues, respectively) compared to two customers accounting for a total of 81 percent of our total revenues for the same period in 2004
(individually 42 percent and 39 percent of our total revenues, respectively). No other single customer accounted for more than 10 percent of our total revenues for the three months ended March 31, 2005 or the same periods in 2004. Our project for
the customer accounting for 41 percent of our total revenues for the three months ended March 31, 2005, was substantially completed during the quarter ended March 31, 2005. We do not currently have a new project of the same staffing magnitude in
place to replace this project.



|11. | 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 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 153 is effective for fiscal periods beginning after
June 15, 2005. We do not expect that the adoption of SFAS 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 Consolidated 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.



15



---

##### Table of Contents

|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



16



---

##### Table of Contents

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



We had first quarter 2005 revenues of $1.6 million, an operating loss of
$1.7 million, and a net loss of $1.6 million. This compares to revenues of $3.6 million, an operating loss of $313,000, and a net loss of $206,000 for the same period of 2004.



We continue to actively sell to new customers. In 2004 and continuing into 2005, we have completed a number of new, small
tactical sales transactions, and recently one larger sale (with an initial value of approximately $500,000, and which we have not yet recognized as revenue). However, these new sales are not material to our overall financial results, and we continue
to face a challenging sales environment. As a result, it is unclear when we can expect to achieve significant sales to new or existing customers, and until we do so we are likely to continue to experience losses and negative cash flow.



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.



17



---

##### Table of Contents

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 manager or human resources application in just a few hours with no prior training, continues to be the cornerstone 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 email, 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 Q1 2005, we hosted seminars in Chicago, Minneapolis, Seattle, Atlanta, Dallas and Salt Lake City.



During Q1, we substantially increased our TeleMarketing/TeleSales resources by recruiting, and training three new
TeleMarketing/TeleSales staff, bringing our total to six staff by the end of the quarter.



Penetrating new accounts and building to significant business relationships



During Q1, 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 these new account transactions is immaterial to our overall financial performance.



We observe that all of our proof-of-concept Penetrate projects conducted
during the quarter 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. They were not
able to find a solution from packaged system vendors or traditional major application development companies. Toward the end of Q1, they closed their initial business relationship with us. They purchased an ApplicationSurvey, a two-week consulting
engagement during which we investigate the application that they would like to build and provide database design and recommended work plan for building the application. Subsequently, they purchased our consulting services to assist them in a
RequirementsNow! three-week consulting project to build the first version of their multi-level marketing application, and the licenses required to run their application in production. They continue to purchase additional training and consulting
services from us on an as-needed basis.



During Q1, we also
initiated and made substantial progress on a project with another customer to build an application to replace a legacy system that manages the process of obtaining visas for travelers. We expect to complete the project in Q2.



During Q1, we completed the consulting and training services to enable
JPMorgan Chase to become self-sufficient managing their TenFold-powered global lending system. We also provided substantial development enhancement services to another flagship customer, Cedars-Sinai Medical Center.



18



---

##### Table of Contents

During Q1, we continued the development and promotion of our 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.



We continue to
leverage other distribution channels to broaden our distribution. We continue to work with our largest partner, Perot Systems, as they continue the implementation of the TenFold-powered application at Cedars-Sinai. One of new Q4 2004 partners,
Breakthrough! Inc. introduced their 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.



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, and Vertex (a subsidiary of United Utilities).



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 Months endedMarch 31, |   
|                           |  | 2005                        |    |  | 2004 |   
|Revenues:                  |  |                             |    |  |      |   
|License                    |  | 6                           | %  |  | 4    | % 
|Services and other         |  | 94                          | %  |  | 96   | % 
|                           |  |                             |    |  |      |   
|Total revenues             |  | 100                         | %  |  | 100  | % 
|                           |  |                            
|Operating expenses:        |  |                             |    |  |      |   
|Cost of revenues           |  | 62                          | %  |  | 61   | % 
|Sales and marketing        |  | 44                          | %  |  | 9    | % 
|Research and development   |  | 59                          | %  |  | 23   | % 
|General and administrative |  | 39                          | %  |  | 16   | % 
|                           |  |                             |    |  |      |   
|Total operating expenses   |  | 204                         | %  |  | 109  | % 
|                           |  |                             |    |  |      |   
|                           |  |                            
|Loss from operations       |  | (104                        | %) |  | (9   | %)
|Total other income, net    |  | 6                           | %  |  | 3    | % 
|                           |  |                             |    |  |      |   
|Loss before income taxes   |  | (98                         | %) |  | (6   | %)
|Provision for income taxes |  |                            |    |  |     |   
|                           |  |                             |    |  |      |   
|Net loss                   |  | (98                         | %) |  | (6   | %)
|                           |  |                             |    |  |      |   



Revenues



Total revenues decreased $2.0 million, or 55 percent, to
$1.6 million for the three months ended March 31, 2005, as compared to $3.6 million for the same period in 2004.



Services and other revenues decreased $1.9 million, or 56 percent, to $1.5 million for the three months ended March 31, 2005 as compared to $3.4 million
for the same period in 2004. The decrease in services and other revenues is primarily due to decreases in revenues from certain customers who are purchasing less time-and-materials consulting from us over time as they complete their current
application development projects and become more self-sufficient. One



19



---

##### Table of Contents

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.



License revenues decreased $59,000 to $93,000 for the three months ended March 31, 2005, as compared to $152,000 for the same period in 2004.



Revenues from customers outside of North America were approximately 12
percent of total revenues for the three months ended March 31, 2005 as compared to 47 percent of total revenues for the same period in 2004. 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.



Three customers accounted for a total of 67 percent of our revenues for the
three months ended March 31, 2005 (individually 41 percent, 13 percent, and 13 percent of our total revenues, respectively) compared to two customers accounting for a total of 81 percent of our total revenues for the same period in 2004
(individually 42 percent and 39 percent of our total revenues, respectively). No other single customer accounted for more than 10 percent of our total revenues for the three months ended March 31, 2005 or the same periods in 2004. Our project for
the customer accounting for 41 percent of our total revenues for the three months ended March 31, 2005, was substantially completed during the quarter ended March 31, 2005. We do not currently have a new project of the same staffing magnitude in
place to replace this project.



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 $1.2 million, or 55 percent, to $994,000 for the three
months ended March 31, 2005 compared to $2.2 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 complete
their current application development projects and become 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.



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 $399,000, or
127 percent, to $714,000 for the three months ended March 31, 2005 as compared to $315,000 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 increased $119,000, or 14 percent, to $943,000 for the three months ended
March 31, 2005, as compared to $824,000 for the same period in 2004. The increase in research and development is primarily due to the reduction during the quarter ended March 31, 2004, of some variable compensation accrued during 2003, to lower
levels that we believe better reflected our estimates.



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 increased $53,000, or 9 percent, to $631,000 for the three months ended March 31, 2005 as compared to $578,000 for the same period in 2004.



20



---

##### Table of Contents

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 $99,000 for the three months ended March 31, 2005, as compared to $107,000 for the same period in 2004.



Provision for Income Taxes



The $1,000 provision for the three months ended March 31, 2005 relates
primarily to foreign taxes. No provision for income taxes was required for the three months ended March 31, 2004.



At March 31, 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.



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.



21



---

##### Table of Contents

Liquidity and Capital Resources



As of March 31, 2005, our principal source of liquidity was our cash and cash equivalents of $3.6 million. During the three
months ended March 31, 2005, we funded purchases of computer equipment of $16,000 with capital leases.



Net cash used in operating activities was $1.7 million for the three months ended March 31, 2005 as compared to $1.2 million for the same period in 2004.
The increase in net cash used in operating activities results primarily from a decrease in cash inflows from one of our larger time-and-materials consulting projects as the customer substantially completed its application development project during
the quarter ended March 31, 2005.



Net cash used in investing
activities was $5,000 for the three months ended March 31, 2005 as compared to net cash provided by investing activities of $42,000 for the same period in 2004.



Net cash provided by financing activities was $19,000 for the three months ended March 31, 2005 as compared to $160,000 for the same period in 2004.
Net cash provided by financing activities for the three months ended March 31, 2005 included $27,000 of proceeds from employee stock purchase plan stock issuances. Net cash provided by financing activities for the three months ended March 31, 2004
included $100,000 of proceeds from employee stock purchase plan stock issuances, and $61,000 from employee stock option exercises.



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 $1.4 million at March 31, 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. 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 application 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
the large time-and-materials consulting engagements was substantially completed during the quarter ended March 31, 2005. We do not have a new project of the same staffing magnitude in place to replace this project.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continue to experience difficulty closing substantial new sales, and it is unclear when 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



22



---

##### Table of Contents

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 investment bankers and others about the possibility of raising capital. 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 during the third quarter of 2005.



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



Disclosure about Contractual Obligations



The following table sets forth certain contractual obligations recorded in the condensed consolidated financial statements as of March 31, 2005 and
summary information is presented in the following table (in thousands):



|                                                                                   |  |       |       |                |   |          |  |          |     |                 |   |   |  |   |  
|---------------------------------------------------------------------------------- |  | ----- | ----- | -------------- | - | -------- |  | -------- | --- | --------------- | - | - |  | - | -
|Contractual Obligations                                                            |  | Total |       | Lessthan 1year |   | 1-3years |  | 4-5years |     | Morethan 5years
|Long-term debt                                                                     |  | $     |      |                | $ |         |  | $        |    |                 | $ |  |  | $ | 
|Capital lease obligations                                                          |  |       | 74    |                |   | 36       |  |          | 38  |                 |   |  |  |   | 
|Operating lease obligations                                                        |  |       | 1,100 |                |   | 483      |  |          | 617 |                 |   |  |  |   | 
|Purchase obligations                                                               |  |       | 351   |                |   | 351      |  |          |    |                 |   |  |  |   | 
|Other long term liabilities reflected on the registrants Balance Sheet under GAAP |  |       |      |                |   |         |  |          |    |                 |   |  |  |   | 
|                                                                                   |  |       |       |                |   |          |  |          |     |                 |   |   |  |   |  
|Total                                                                              |  | $     | 1,525 |                | $ | 870      |  | $        | 655 |                 | $ |  |  | $ | 
|                                                                                   |  |       |       |                |   |          |  |          |     |                 |   |   |  |   |  



The real estate
operating leases above include $60,000 of restructured real estate lease obligations that have not been reduced by $32,000 of sublease income due from sublease tenants. In the Condensed Consolidated Balance Sheet at March 31, 2005, these obligations
are included in accounts payable and accrued liabilities, net of the related sublease income. See Note 9 of Notes to Condensed Consolidated Financial Statements for more information.



Recent Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (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 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 153 is effective for fiscal periods beginning after June 15, 2005. We do not expect that the adoption of SFAS 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 Accounting Principles Board (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



23



---

##### Table of Contents

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 Consolidated 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.



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. The following discussion highlights 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. However, for the
year ended December 31, 2004, net cash used in operations was $7.3 million, and for the three months ended March 31, 2005 net cash used in operations was $1.7 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 pursue one or a combination of the following remedies: sell part or all of our assets, 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 future customer revenue



Although in 2004 and continuing into 2005 we have completed a number of
new, small tactical sales transactions, and recently one larger sale (with an initial value of approximately $500,000, and which we have not yet recognized as revenue), these new sales are not material to our overall financial results, and we
continue to face a challenging sales environment. 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 pursue one or a combination of the following remedies: sell part or all of our assets, 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.



24



---

##### Table of Contents

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. However, historically, getting new
customers to 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 67 percent of our revenues for the three months ended March 31, 2005 (individually 41 percent, 13 percent, and 13 percent of our total
revenues, respectively). Significant reductions in the amount of business these 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 is likely to vary from period to period, and a major customer in one period may not continue to purchase licenses or services from us in a subsequent period.



The revenue from the customer who accounted for 50 percent of our total
revenues for the year ended December 31, 2004 was primarily from a non-recurring transaction during the second quarter of 2004. As a result, we do not expect that customer to account for a significant percentage of our revenues after December 31,
2004.



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 complete their current application development projects and
become 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



25



---

##### Table of Contents

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 41
percent of our total revenues for the three months ended March 31, 2005, was substantially completed during the quarter ended March 31, 2005. We do not currently have new projects of the same staffing magnitude in place to replace these projects.



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
results 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 described above. We had a deferred revenue
balance of $1.4 million at March 31, 2005 that we expect to recognize as revenues in future periods, but the timing of recognition is uncertain. As a result, we do not expect to recognize revenues or profits from deferred revenues during 2005 at the
same levels that we experienced during 2004, and will likely experience losses until this decrease is offset by revenue from other sources.



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 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.



26



---

##### Table of Contents

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 current or 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 for existing claims and 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 litigation and
disputes 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 dispute with a former customer as part of its
resolution of its bankruptcy proceeding and in a class action suit against more than 300 issuers involving the underwriters of those issuers initial public offerings. We have also been named as one of many defendants in a lawsuit related to
the death of a patient at Cedars-Sinai Medical Center, one of our customers. Although we currently expect to resolve these matters 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 these matters 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 our 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



27



---

##### Table of Contents

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. During the quarter ended March 31, 2005, we substantially completed a
large customers time-and-materials consulting engagement. We do not currently have a new project of the same staffing magnitude in place to replace this project.



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,



28



---

##### Table of Contents

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.



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 12 percent of total revenues for the three months ended March 31, 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 56 percent of our outstanding common stock. Jeffrey L. Walker, Chairman, Executive Vice President and Chief Technology Officer, and the Walker Childrens



29



---

##### Table of Contents

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.



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.



30



---

##### Table of Contents

|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 March 31, 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 March 31, 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 March 31, 2005.



31



---

##### Table of Contents

PART II. OTHER INFORMATION



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



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



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



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



|       |  |                                                                                                                                    
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                        
|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 Consolidated Financial Statements herein
|- | ------------------------------------------------------------------------------------------



32



---

##### Table of Contents



SIGNATURES



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
|May 11, 2005                                                   



33