Exhibit 10.7

CONFIDENTIAL INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT. THE COMPANY HAS REQUESTED CONFIDENTIAL TREATMENT WITH RESPECT TO SUCH
REDACTED INFORMATION AND HAS FILED THIS EXHIBIT SEPARATELY WITHOUT REDACTION. PLACES IN THIS EXHIBIT WHERE CONFIDENTIAL INFORMATION HAS BEEN REDACTED ARE MARKED WITH THREE
ASTERISKS.

Master Software License and Services Agreement

This Software License Agreement ("Agreement") is made this 27th day of September, 1999, by and between Allstate Insurance Company ("Allstate"), having its
principal place of business in Illinois, and TenFold Corporation ("TenFold"), a Delaware corporation having its principal place of business at 180 W. Election Road, Draper, Utah, 84020.

1.    Software License

TenFold hereby grants to Allstate and its subsidiaries and affiliates a perpetual, non-exclusive, license to use the software and documentation shown
in Exhibit A and Exhibit A-1 ("Software"), (collectively, the "Software System"), subject to the terms and conditions hereinafter set forth.

2.    License Fee

As consideration for the perpetual license granted to Allstate to use the Software System, Allstate shall pay to TenFold the fees pursuant to the Payment Schedule
set forth in Exhibit A and Exhibit A-1 ("License Fee"). TenFold acknowledges that Allstate shall, as long as Allstate is under support, be entitled to transfer the Software
System to other Certified Platforms supported by TenFold *** provided that TenFold may charge a reasonable fee for any new media or documentation required to be delivered in connection with such
transfer together with standard time and materials fees for any TenFold services requested by Allstate in connection with such transfer.

3.    Software System

Each Software module or component, specification, and proposal included or referred to in the Exhibits hereto is expressly incorporated by reference into this
Agreement.

4.    Documentation

TenFold shall supply Documentation necessary for Allstate to use the Software effectively. The term Documentation includes, but shall not be limited to the
materials described in Section III of Exhibit A. Allstate may make as many additional copies of the Documentation as it requires for its own internal use.

5.    Source Code

TenFold will, within thirty (30) days of the effective date of this Agreement deposit a current copy of the source code and Documentation for the Software
System, located at Northbrook, Illinois with DSI Technology Escrow Services as Escrow Agent. TenFold also agrees to deposit promptly with the Escrow Agent any changes which may be made from time to
time. TenFold agrees to register Allstate as a party to the escrow agreement with the Escrow Agent and a copy of the escrow agreement is attached hereto as Exhibit G. TenFold agrees to deliver
one copy of the then current source code and Documentation to Allstate for internal maintenance purposes in the event that TenFold (or its successors) ceases to continue to offer as part of its
regular product offering for a fee, renewable

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annual maintenance and support for the Software System, and/or TenFold fails to maintain and/or support the Software System for more than sixty (60) calendar days.

6.    Delivery

Within five (5) days of the execution of this Agreement by TenFold, TenFold shall deliver to Allstate's premises, located at Northbrook, Illinois, the
required number of copies of the Software together with the required number of copies of the Documentation. ***

7.    Software Installation and Acceptance



8.    Payment Schedule

The License Fees shall be paid by Allstate to TenFold in accordance with the schedules set forth in Section V of Exhibit A and Section V of
Exhibit A-1.

9.    Applicable Taxes



2

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10.  Emergency Backup and Recovery

Allstate may, from time to time, copy the Software System for purposes of emergency back up, including, but not limited to the testing and operation of disaster
recovery plans or other similar contingencies.

11.  Training

The License Fee shall include all costs for the training of Allstate employees as set forth in Exhibit D to use and operate the Software System
effectively.

12.  TenFold's Warranties

TenFold warrants and represents to Allstate as follows:











3

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If
the Software System does not meet the specifications of subsections 12(b), (c), (d) and (e) above, or is otherwise defective, TenFold shall correct such errors or
non-conformances in accordance with the support provisions in Exhibit C. ***

13.  Software Maintenance and Conformance to Specifications

TenFold warrants that following acceptance of the Software System and for so long as Allstate orders and pays for support services for the Software System:



14.  Software Maintenance Contract and Renewal Option



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15.  Modifications



16.  TenFold Confidential Information



5

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17.  Allstate Confidential Information



18.  Advertising Restraints

TenFold agrees that, in accordance with the provisions of Exhibit F, without the written consent of Allstate, it will not use the name, service marks, or
trademarks of Allstate or those of any of its affiliated companies or reveal the existence of this Agreement, or the terms or conditions thereof, in any electronic media or written advertising,
publicity release or sales presentation.

6

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19.  TenFold's Proprietary Notices

Allstate agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark, and other
proprietary notices included therein by TenFold. Allstate may add its own copyright or other proprietary notice to any copy of the Software or Documentation which contains modifications made by
Allstate in accordance with the terms of this Agreement.

20.  Assignment

Allstate may assign this Agreement to any parent, subsidiary, or affiliate directly involved with the insurance business, or as part of the sale of that part of
its business which includes the computer equipment or operating system or any substantial portion of its data processing facilities, or pursuant to any sale, merger, acquisition, consolidation, or
other reorganization of Allstate or its parent, subsidiary or affiliate directly involved in the insurance business, without TenFold's consent, upon notice to TenFold. Licensor shall not assign this
Agreement without the prior written consent of Allstate, which shall not be unreasonably withheld. An assignee of either party, if authorized hereunder, shall have all of the rights and obligations of
the assigning party set forth in this Agreement.

21.  Indemnity



22.  Limited Liability

Except as may be required by Section 12TenFold's Warranties, Section 16 TenFold Confidential Information,Section 17Allstate Confidential Informationand
Section 22Indemnityof this Agreement, neither party shall be liable for any exemplary, punitive, special, incidental, indirect or consequential
damages arising out of breach of this Agreement. Except for liabilities incurred pursuant to Section 17

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Allstate Confidential Information) and Section 21Indemnity, TenFold's liability for damages hereunder shall in no event
exceed the amount of fees paid by Allstate under this Agreement.

23.  Prohibition on Multiple Agreements

During the term of this Agreement, TenFold shall not enter into any other agreement, of any type whatsoever, with the exception of new orders under the existing
Agreement, with any company, business unit, department, division, organization or employee of Allstate without the written consent of Allstate, the request for which shall be forwarded to Procurement
Governance, with a copy to Corporate Law. Such consent shall not be unreasonably withheld. TenFold understands that the purpose of this provision is to allow Allstate to effectively manage its
relationships with the numerous external resources that are utilized in transactions which are critical to its business success.

24.  Termination Provisions



25.  Security

TenFold and its personnel will at all times comply with all security regulations in effect from time to time at Allstate.

26.  Compliance with Laws

TenFold covenants and agrees to comply with all applicable federal, state and local laws and regulations relating to performance under this Agreement. By way of
illustration, these laws and regulations shall include, but are not limited to: all laws and regulations relating to employment, taxation, and to the health and safety of employees.

27.  Notice

Except as specifically provided elsewhere in this Agreement, all notices required or permitted to be given by one party to the other under this Agreement shall be
in writing and shall be sufficient if made (1) by personal delivery, (including delivery by any commercial delivery service); or (2) by registered or

8

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certified mail, postage prepaid, return receipt requested; or (3) by facsimile transmission ("Fax") to the parties at the respective addresses set forth below or to such other person or
address as the party to receive the notice has designated by notice to the other party.



The
date upon which such notice is so actually delivered; or if the notice is given by registered or certified mail, the date upon which it is deposited in the mail; or if sent by Fax,
the date on which the Fax was sent, provided an original is received by the addressee by any commercial delivery service within one (1) business day of the Fax, shall be deemed to be the date
of such notice, irrespective of the date appearing therein.

28.  Non-Waiver

No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to
have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different
or subsequent breach.

29.  Applicable Law



30.  Insurance

TenFold shall, during the term of this Agreement, maintain at TenFold's expense the insurance coverage as specified in Exhibit G.

31.  Survival of Terms

The terms, provisions, representations and warranties contained in this Agreement shall survive unless otherwise provided.

9

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32.  Section Headings

The descriptive headings of this Agreement are intended for reference only and shall not affect the construction or interpretation of this Agreement.

33.  Complete Agreement

Each party agrees that this Agreement, together with Exhibits A through H, attached hereto and incorporated herein by this reference, is the complete and
exclusive statement of the agreement between the parties, which supersedes all proposals, oral or written, and all other communications between TenFold and Allstate relating to the subject matter of
this Agreement except as provided for by this Agreement. This Agreement may be amended or modified only in writing agreed to and signed by authorized representatives of both parties.

34.  Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

35.  Federal Contractor

Allstate is an equal opportunity employer and complies with all federal and state employment laws and regulations, including: Executive Order 11246; The Vietnam
Era Veteran's Readjustment Act of 1974; the Americans With Disabilities Act, and Section 503 of the Rehabilitation Act of 1973. Accordingly, as Allstate's vendor, it is requested that TenFold
make the same commitment.

36.  ACKNOWLEDGMENT

THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO THE PARTY OR PARTIES RESPONSIBLE FOR THE PREPARATION OF THE SAME AND SHALL BE DEEMED AS PREPARED JOINTLY BY
THE PARTIES HERETO. ANY AMBIGUITY OR UNCERTAINTY EXISTING HEREIN SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY HERETO. EACH OF THE PARTIES HERETO STATES THAT IT HAS READ EACH OF THE
PARAGRAPHS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO AVAIL ITSELF OF LEGAL COUNSEL OF ITS CHOICE DURING NEGOTIATIONS OF THIS AGREEMENT, AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT
UNDER NO DURESS AND THAT IT UNDERSTANDS THE SAME AND UNDERSTANDS THE LEGAL OBLIGATIONS THEREBY CREATED.

10

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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

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Exhibit A  Universal Application License

I.    Description of Programs.

The Universal Application is an integrated applications software development technology for building sophisticated, mission-critical, distributed software
applications.

II.    License Rights Granted.



III.  Related Materials

Tenfold will provide the following to Allstate, as part of the Program License, to support installation and use of the Programs:



The
parties acknowledge that TenFold has no other obligation to perform services under this Exhibit A.

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IV.  Term.

Subject to the limitation regarding production operation of applications set forth in Section II(A)(i), above, this license grant shall remain in effect
perpetually unless this license or the Agreement is terminated as provided in the Agreement.

V.    Fee for License.

The fee for this license, which are non-cancelable and non-refundable, subject to remedies available under the warranty provisions of
Section 12 of the Agreement or available under pertinent laws, are *** due and payable as follows:

Due date

Amount payableOn the Effective Date set forth below

***30 days from the Effective Date below

***Total

***


The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

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Exhibit A-1  TenFold PolicyXpress License

I.    Description of Programs.

TheTenFold PolicyXpresspackage is an integrated insurance application software technology for configuring
sophisticated, survival-dependent, distributed insurance software applications.TenFold PolicyXpressincludes the Universal Application; TenFold
ComponentWare modules including PowerImport, PowerExport, PowerScoring, PowerOrganization; TenFold Reporter; TenFold Line of Business Builder; and theTenFold
PolicyXpressLibraries.

II.    License Rights Granted.



III.  Related Materials

Tenfold will provide the following materials to Allstate, as part of the Program License, to support installation and use of the Programs:



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IV.  Term.

This license grant shall remain in effect perpetually unless this license or the Agreement is terminated as provided in the Agreement.

V. Fees for License.

The fees for this license grant are payable in accordance with the schedule set forth in Section IV of Exhibit B.

The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

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Exhibit A-2  Options for Additional TenFold Licenses

I.    TenFold PolicyRater License Option.

The parties agree that Allstate shall have the option to acquire additional licenses to the Programs granted under Exhibit A-1, as follows:



Date of Exercise

***On or before March 15, 2000

***On or before June 15, 2000

***On or before September 15, 2000

***After September 15, 2000

***




II.    TenFold Policy Administration License Option.

The parties agree that Allstate shall have the option to acquire additional licenses to theTenFold PolicyXpressto configure Policy Administration applications as follows:



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The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

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Exhibit B-1  TenFold PolicyXpress  Configuration Services

I.    Description of Programs and Services.

Allstate retains TenFold to provide the following services:



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|Date |  | Project milestone                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|***  |  | TenFold publishesTenFold PolicyRater ExecutiveOverview.                                                                                                        
|***  |  | TenFold teachesTenFold PolicyRaterConcepts Training at Allstate's facility.                                                                                    
|***  |  | TenFold completes the requirements phase of the project and delivers approved:                                                                                 
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|***  |  | TenFold delivers substantively complete, fully configured first version ofTenFold PolicyRaterfor the agreed-upon lines of business and Allstate begins grazing.
|***  |  | TenFold delivers an improved version of the configured application for more Allstate grazing.                                                                  
|***  |  | TenFold delivers completely configured, fully testedTenFold PolicyRater                                                                                        



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II.    Allstate Responsibilities.

Allstate agrees that it has the following responsibilities:



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If
Allstate does not perform its obligations in a timely manner, TenFold reserves the right to complete such obligations on behalf of Allstate, to the extent it is able to do so, and
charge for those services on a time and materials basis at the rates set forth in Section IV, below. If the project is delayed due to Allstate's failure to perform its obligations in a timely
manner, and TenFold is unable or does not elect to assist in completing such obligations on Allstate's behalf, TenFold will charge, on a time and materials basis at the rates set forth in
Section IV below, for each day that its resources are idled as a result of such delay. If the cumulative delay of the project attributable to Allstate exceeds 45 days, TenFold will
provide written notice of such delay to Allstate. If the cumulative delay attributable to
Allstate exceeds 60 days, TenFold may elect to terminate the Agreement and retain all fees earned up to the date of termination.

III.  Testing and Acceptance

TenFold will publish its acceptance testing strategy for configuration work requested by Allstate. Allstate is responsible for promptly reviewing and commenting
on the strategy (no comment implies agreement). Acceptance of configuration work occurs when the software passes the Acceptance Tests.

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IV.  Fees for Services.

Allstate agrees to pay TenFold *** for its fixed price services described in Section I, *** for theTenFold
PolicyXpresslicense set forth in Exhibit A-1 and *** for the training services set forth in Exhibit D, on the following payment schedule:

Due date

Amount***

******

******

******

******

******

******

***


The
total set forth above includes the *** credit set forth in the Executive Overview Authorization Letter dated July 15, 1999.

If
Allstate and TenFold enter into an agreement for performance of TenFold's FastStart services forTenFold PolicyRater(11 lines of
business for one state), within 30 days of the Effective Date set forth below, the final payment set forth in the table above ***. TenFold and Allstate acknowledge and agree that the agreement
for performance of such FastStart services shall be based on the results of the TenFold PolicyRater FastStart Executive Overview that was commenced on September 14, 1999, and for which the
parties estimate the total services fee to be in the range of ***. These estimates are based on rules and rates comparable to Allstate's policies as of the Effective Date.

For
services TenFold provides outside the scope of the fixed price services described in Section I, Allstate agrees to pay TenFold an hourly rate for its staff based upon the
position held by each staff member. TenFold's rates for these staff positions (which may change from time to time) are:

Staff position

Hourly rateProject Director, Senior Architect

***Project Manager, Guru, Database Designer

***Senior Applications Developer

***Applications Developer

***


Allstate
shall reimburse TenFold for actual, reasonable, travel and living expenses to all work-sites and other out-of-pocket expenses (e.g., postage,
courier, et cetera.) required. TenFold agrees to invoice Allstate monthly for these services, with payments due within 30 days of invoice date.

V.    Location for the work.

Both parties agree that the configuration services will generally occur in TenFold's offices in Chicago and Salt Lake City.

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VI.  Hardware and Software.

The Certified Platform shall consist of the following combination of hardware and software:

Server Hardware Platform

SunServer Operating System

Solaris [version and patch level]Server Database Software

Oracle 8.0.5.1 [patch level]Standard Clients

NT Workstation 4.0 (service pack 4); Windows 95 (with Y2K patch)I Clients

NT Workstation 4.0 (service pack 4); Windows 95 (with Y2K patch)Browser Clients

Microsoft IE 4.x and 5.x; Netscape Navigator 4.xNetwork Environment

TCP/IP over Ethernet; TCP/IP over Token RingC Compiler

GCCWeb ServerHardware

Intel [further specification required]Web ServerOS

NT 4.0 (service pack 5)Web Software

Microsoft IIS


As
the configuration services will occur in TenFold's offices, TenFold will provide the certified platform for the configuration services set forth in this Exhibit. Allstate agrees to
separately provide all hardware, software, and human resources required for any agreed-upon performance testing.

Allstate
may, upon adequate written notice to TenFold (but in no case less than 60 days), elect to make changes to the Certified Platform. Such change may be to another hardware
and software combination comprising an existing TenFold Certified Platform or to a new Certified Platform, subject to the availability of TenFold resources and Allstate's provision of all hardware and
software required to certify the new platform. Any costs incurred by TenFold in accommodating Allstate's requested changes to the Certified Platform shall be deemed to be services outside the scope of
the fixed-price services, as described in Section IV, above, chargeable at TenFold's standard time and materials rates, as set forth in that Section. All dates and times set forth in this
Exhibit, including without limitation those pertaining to the TenFold Guarantee, shall be adjusted to reflect the actual delay incurred by TenFold in accommodating Allstate's requested changes to the
Certified Platform. A schedule of TenFold's Certified Platforms, as of the Effective Date, is set forth in Exhibit B-2.

VII. Application License, Ownership, and Distribution Rights.

TenFold grants to Allstate a nonexclusive license to use the fully configured application on an unlimited number of computers within Allstate, subject to the
limitations on Allstate'sTenFold PolicyXpresslicense specified in Exhibit A.

TenFold
shall retain all right, title, and interest in the Universal Application, TenFold ComponentWare, Line of Business Builder, TenFold PolicyXpress and all other software, templates,
modules, standards, documentation and other materials protectable under patent, copyright, or trade secret laws, that exist as of the date of this letter agreement, and all derivative works and
enhancements thereto, together with materials that are automatically generated by the Universal Application, but excluding any proprietary materials of Allstate.

Proprietary
materials of Allstate shall include data, algorithms, programming logic, rules, workflows, and other proprietary elements provided by Allstate and incorporated into the
documents or developments produced by TenFold under this Agreement. At no time will TenFold disclose any of Allstate's proprietary information to a competitor of Allstate or any other third party
without the express advance written approval of Allstate. Allstate may not sell, license or otherwise provide the

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application or derivative applications to any third party for relicensing, resale, or other form of distribution.

VIII.  Configuration for Additional States

TenFold agrees that it will offer its services to Allstate to configureTenFold PolicyRaterfor the same eleven
(11) lines of business covered under this Exhibit for an additional seven (7) states, the configuration requirements for which shall be comparable to Pennsylvania.

The
configuration services for the additional states will be provided pursuant to a separate Exhibit to this Agreement, on terms and conditions to be mutually agreed by the parties,
provided that TenFold agrees that the total configuration fees for the additional states listed above shall not exceed ***.

TenFold
agrees to make available the services of its experts to assist Allstate with architectural support for configuration of additional rules by providing a total of 260
man-days of such services for a total price ***, excluding travel and accommodations. The details concerning scheduling and other terms and conditions for providing such services shall be
set forth in a separate Exhibit to this Agreement to be agreed in good faith by the parties.

The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

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Exhibit B-2  Certified Platforms

|Platform
Name |  | Server
Name |  | Platform |  | Operating System
Version |  | Database
Version
|------------- |  | ----------- |  | -------- |  | ------------------------ |  | ----------------
|HP1           |  | Alpine      |  | HP       |  | HPUX 10.20               |  | Sybase 11.5     
|HP2           |  | Irving      |  | HP       |  | HPUX 11.0                |  | Oracle 8.0.5    
|HP3           |  | Irving      |  | HP       |  | HPUX 11.0                |  | Oracle 8.0.4    
|IBM 1         |  | Kaysville   |  | IBM      |  | AIX 4.2                  |  | DB2 5.2         
|IBM 2         |  | Kaysville   |  | IBM      |  | AIX 4.2                  |  | Oracle 8.0.4    
|IBM 3         |  | Snowbird    |  | IBM      |  | AIX 4.3                  |  | Oracle 8.0.5    
|NT 1          |  | Alamo       |  | Intel    |  | NT Server 4.0            |  | Oracle 7.3.3    
|NT 2          |  | Ballard     |  | Intel    |  | NT Server 4.0            |  | Oracle 8.0.4    
|NT 3          |  | Bicknell    |  | Intel    |  | NT Server 4.0            |  | SQLServer 7     
|SEQ 1         |  | Astoria     |  | Sequent  |  | DynixPTX 4.4.4           |  | Oracle 8.0.4    
|SUN 1         |  | Larkspur    |  | SUN      |  | Solaris 2.6              |  | Sybase 11.5.1   
|SUN 2         |  | Larkspur    |  | SUN      |  | Solaris 2.6              |  | Oracle 8.0.4    
|SUN 3         |  | Larkspur    |  | SUN      |  | Solaris 2.6              |  | Oracle 8.0.5    
|SUN 4         |  | Oakland     |  | SUN      |  | Solaris 2.5              |  | Oracle 7.3.3    
|SUN 5         |  | Larkspur    |  | SUN      |  | Solaris 2.6              |  | Sybase 11.9.2   
|SUN 6         |  | Tooele      |  | SUN      |  | Solaris 2.6              |  | Oracle 8.0.5    
|SUN 7         |  | Tooele      |  | SUN      |  | Solaris 2.6              |  | Oracle 8.0.6    

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Exhibit C  Support Services

I.    Description of Services.

Allstate retains TenFold to provide the following services:



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II.    Support Program

Allstate elects to purchase support for the Universal Application and TenFold's Product Support forTenFold
PolicyRateras granted in Exhibits A and A-1, as follows:

Program

Description of program features

Support feeUniversal Application



New releases of the Universal Application

***Support and Product



New releases of theTenFold PolicyRaterSupport for TenFold



Upward compatibilityPolicyRater



Unlimited Universal Application incidentsSupport for TenFold



24 X 7 telephone assistancePolicyRater



Timely response to incidents

Monthly support review

One primary and two secondary customer points of contact

Five days of TenFold education

New application product releases

Unlimited application incidents

10 days of on-site technical support

Application maintained on a TenFold Server

20 hours of integration assistance

Certification of your applications modification follow TenFold processes and provide Acceptance Tests


III.  Fees for Services.

For these services, Allstate agrees to pay TenFold *** per year for the first three year's support services, to commence on March 1, 2000, and to be paid
on the commencement date. Fees for years two and three shall be due and payable on the first and second anniversaries of the commencement date. TenFold agrees to invoice 30 days before fees are
due so that Allstate can ensure that fees are paid promptly and received before due. Allstate agrees to reimburse TenFold for actual, reasonable, travel and living expenses for any on-site
services requested. TenFold agrees to invoice Allstate monthly for these expenses, with payments due within 30 days of invoice date. TenFold will provide Universal Application support, limited
to upgrades only, during the period between the Effective Date set forth below and February 29, 2000, ***.

IV.  Term

This Exhibit may be renewed by Allstate for subsequent annual periods following year three on the anniversary date of the commencement of services, by Allstate's
notice to TenFold at least 30 days prior to the anniversary date. TenFold agrees that following the third year, annual increases in the support fees from the previous year shall be ***. TenFold
agrees to provide Allstate written notice of any change in support fees at least sixty (60) days in advance of such change. Should either party elect to not have the Exhibit renewed
automatically, the Exhibit terminates at the end of the current term on the anniversary of the commencement of services as set forth in Section III, above.

29

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The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

30

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Exhibit D  Training Services

I.    Description of Services.

Allstate retains TenFold to provide the following training services:





Training Class Title

DurationApplication Developer BootCamp

17 days




Training Class Title

DurationTenFold Language

1 dayAdvanced TenFold Reporter

1 day




Training Class Title

DurationUniversal Application Installs and Upgrades

1 dayUniversal Application Server Manager Administration

1 dayPowerImport/PowerExport

1 day




II.    Fees for Services.

Fees for the training set forth in the table below are included in the FastStart Services fee set forth in Exhibit D and shall be paid in accordance with
the payment schedule set forth in Exhibit C. Allstate

31

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also agrees to pay instructor travel and living expenses to provide the training courses for the number of Allstate participants indicated in the table below:

|Training Program                                |  | Courses                                                                                                                       |  | Participants                 |  | Duration          |  | ***
|----------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- |  | ----------------- |  | ---
|Application Developer Training                  |  | Application Developer BootCamp, TenFold Language, Advanced TenFold Reporter                                                   |  | 4 developers                 |  | 19 days Standard* |  | ***
|System Administrator Training                   |  | Universal Application Installs and Upgrades, Universal Application Server Manager Administration, and PowerImport/PowerExport |  | 4 administrators             |  | 3 days Standard*  |  | ***
|Custom Application Administrator Training       |  | TenFold Policy Manager Foundations, TenFold Policy Manager Rules, and TenFold Policy Manager Reference Transactions           |  | Up to 15 end-users per class |  | 5 days Custom**   |  | ***
|Custom TenFold Policy Manager End-User Training |  | Policy Entry and Endorsements, Rating, Underwriting, Business Rules Maintenance, Agency Management, and Forms Management      |  | Up to 15 end-users per class |  | 10 days Custom**  |  | ***
|Total                                           |  |                                                                                                                               |  |                              |  |                   |  | ***

---



32

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The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

33

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Exhibit E  Customer Reference Services

I.    Customer Reference.

In consideration of the rights granted and services performed under this Agreement, Allstate agrees to act as a customer reference for TenFold from time to time
by providing reasonable assistance to TenFold as described below, subject to prior written approval in accordance with Allstate's internal policies and procedures in each case.

II.    TenFold Customer Reference Program.

Allstate will participate in TenFold's Customer Reference Program as follows:



III.  TenFold Support.

TenFold will provide assistance to minimize Allstate's burden in providing the services described above, including:



34

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The
Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

35

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Exhibit F  Insurance Requirements

TenFold shall be required to maintain all of the following policies or coverages and in each case shall be required to name Allstate as an additional insured on a
non-contributory basis if possible or to do whatever is necessary to ensure that the coverage inures to the benefit of Allstate.

(1)Workers' Compensation.



(2)Employer's Liability.



(3)Automobile.



(4)General Liability.



(5)Errors and Omissions.



(6)Umbrella Liability.



Coverages
(1) - (6) above shall be insured with a company which has a rating equal to or greater than Best's Insurance Reports classification of A- VIII or its equivalent, as
such classification is determined at the commencement of this Agreement. Insurance coverages (1) - (6) above shall contain endorsements requiring 30 days notice to Allstate prior to any
cancellation, lapse, or non-renewal, or any reduction in the amount of coverage.

TenFold
shall deliver to Allstate Certificates of Insurance evidencing such required insurance protection is maintained including evidence of Allstate's additional insured status on a
primary and non-contributory basis with respect to the general liability coverage.

36

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Exhibit G  Escrow Agreement

MASTER PREFERRED ESCROW AGREEMENTMaster Number ________________________

This
Agreement is effective December 31, 1997 among Data Securities International, Inc. ("DSI"), TenFold Corporation ("Depositor") and any additional party signing the
Acceptance Form attached to this Agreement ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as "the parties."

ARTICLE
1DEPOSITS

37

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ARTICLE
2CONFIDENTIALITY AND RECORD KEEPING

38

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ARTICLE
3GRANT OF RIGHTS TO DSI

ARTICLE
4RELEASE OF DEPOSIT



39

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ARTICLE
5TERM AND TERMINATION

40

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ARTICLE
6DSI'S FEES

ARTICLE
7LIABILITY AND DISPUTES

41

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ARTICLE
8GENERAL PROVISIONS

|       |  | Data Securities International, Inc.
|------ |  | -----------------------------------
|By:    |  |                                    
|       |  |                                    
|Name:  |  |                                    
|       |  |                                    
|Title: |  |                                    
|       |  |                                    
|Date:  |  |                                    
|       |  |                                    

42

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PREFERRED BENEFICIARY  ACCEPTANCE FORM

Account Number ________________________

Depositor,
Preferred Beneficiary and Data Securities International, Inc. ("DSI"), hereby acknowledge that                        is the
Preferred Beneficiary referred to in the Master
Preferred Escrow Agreement effective                        ,
19            with DSI as the escrow agent and TenFold Corporation as the Depositor. Preferred Beneficiary hereby agrees to be bound by all
provisions of such Agreement.

Depositor
hereby enrolls Preferred Beneficiary to the following account(s):

| |  | 
| |  | 
|
| |  | 
| |  | 
| |  | 

|Notices and communications to Preferred
Beneficiary should be addressed to: |  | Invoices should be addressed to:
|--------------------------------------------------------------------------- |  | --------------------------------
|Company Name:                                                               |  |                                 
|                                                                            |  |                                 
|Address:                                                                    |  |                                 
|                                                                            |  |                                 
|                                                                            |  |                                 
|                                                                            |  |                                 
|Designated Contact:                                                         |  |                                 
|                                                                            |  |                                 
|Telephone:                                                                  |  |                                 
|                                                                            |  |                                 
|Facsimile:                                                                  |  |                                 
|                                                                            |  |                                 

|                      |  |          
|--------------------- |  | ---------
|Preferred Beneficiary |  | Depositor
|By:                   |  |          
|                      |  |          
|Name:                 |  |          
|                      |  |          
|Title:                |  |          
|                      |  |          
|Date:                 |  |          
|                      |  |          

|Data Securities International, Inc.
|-----------------------------------
|By:                                
|                                   
|Name:                              
|                                   
|Title:                             
|                                   
|Date:                              
|                                   

43

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EXHIBIT A

MATERIALS TO BE DEPOSITED

Account Number ________________________

Depositor
represents to Preferred Beneficiary that deposit materials delivered to DSI shall consist of the following:

|          |  |                      
|--------- |  | ---------------------
|Depositor |  | Preferred Beneficiary
|By:       |  |                      
|          |  |                      
|Name:     |  |                      
|          |  |                      
|Title:    |  |                      
|          |  |                      
|Date:     |  |                      
|          |  |                      

44

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EXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS

|Depositor Company Name |  | 
|---------------------- |  | 

|Account Number |  | 
|-------------- |  | 

|Product Name                                         |  |  |  | Version |  | 
|---------------------------------------------------- |  |  |  | ------- |  | 
|(Product Name will appear on Account History report) |  |  |  |        

DEPOSIT MATERIAL DESCRIPTION:

|Quantity |  | Media Type & Size    |  | Label Description of Each Separate Item (Please use other side if additional space is needed)
|-------- |  | -------------------- |  | ---------------------------------------------------------------------------------------------
|         |  | Disk 3.5" or         |  |                                                                                              
|         |  | DAT tape        mm   |  |                                                                                              
|         |  | CD-ROM               |  |                                                                                              
|         |  | Data cartridge tape  |  |                                                                                              
|         |  | TK 70 or        tape |  |                                                                                              
|         |  | Magnetic tape        |  |                                                                                              
|         |  | Documentation        |  |                                                                                              
|         |  | Other                |  |                                                                                              

PRODUCT DESCRIPTION:

|Operating System |  | 
|---------------- |  | 

|Hardware Platform |  | 
|----------------- |  | 

DEPOSIT COPYING INFORMATION:

|Hardware required: |  | 
|------------------ |  | 

|Software required: |  | 
|------------------ |  | 

|I certify forDepositorthat the above described deposit materials have been transmitted to DSI: |  | DSIhas inspected and accepted the above materials(any exceptions are noted above):
|---------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------
|Signature                                                                                      |  |                                                                                   
|Print Name                                                                                     |  |                                                                                   
|Date                                                                                           |  |                                                                                   
|                                                                                               |  |                                                                                   

Send
materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA 92123    (619) 694-1900

45

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EXHIBIT C

DESIGNATED CONTACT

Master Number

|Notices and communications
should be addressed to: |  | Invoices should be addressed to:
|-------------------------------------------------- |  | --------------------------------

|Company Name: | TenFold Corporation |  | TenFold Corporation
|------------- | ------------------- |  | -------------------

|Address: | 180 West Election Road, Ste 100Draper, UT 84020 |  | 180 West Election Road, Ste 100Draper, UT 84020
|-------- | ----------------------------------------------- |  | -----------------------------------------------

|Designated Contact: | Robert Hughes |  | Contact: Accounts Payable
|------------------- | ------------- |  | -------------------------

|Telephone: | 801-495-1010 |  | 
|---------- | ------------ |  | 

|Facsimile: | 801-495-0353 |  | 
|---------- | ------------ |  | 

Requests to change the designated contact should be given in writing by the designated contact or an authorized employee.

|Contracts, deposit materials and notices to DSI should be addressed to: |  | Invoice inquiries and fee remittances to DSI should be addressed to:
|----------------------------------------------------------------------- |  | --------------------------------------------------------------------
|DSI                                                                     |  | DSI                                                                 
|Contract Administration                                                 |  | Accounts Receivable                                                 
|Suite 200                                                               |  | Suite 1450                                                          
|9555 Chesapeake Drive                                                   |  | 425 California Street                                               
|San Diego, CA 92123                                                     |  | San Francisco, CA 94104                                             
|Telephone: (619) 694-1900                                               |  | (415) 398-7900                                                      
|Facsimile: (619) 694-1919                                               |  | (415) 398-7914                                                      

|Date: |  |  | 
|----- |  |  | 
|      |  |  | 

46

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ADDITIONAL ESCROW ACCOUNT AMENDMENT
TO MASTER PREFERRED ESCROW AGREEMENT

Master
Number ________________________

New
Account Number ________________________

TenFold
Corporation ("Depositor") has entered into a Master Preferred Escrow Agreement with Data Securities International, Inc. ("DSI"). Pursuant to that Agreement, Depositor may
deposit certain deposit materials with DSI.

Depositor
desires that new deposit materials be held in a separate account and be maintained separately from the existing account. By execution of this Amendment, DSI will establish a
separate account for the new deposit materials. The new account will be referenced by the following name:                        .

Depositor
hereby agrees that all terms and conditions of the existing Master Preferred Escrow Agreement previously entered into by Depositor and DSI will govern this account. The
termination or expiration of any other account of Depositor will not affect this account.

|Depositor |  | Data Securities International, Inc.
|--------- |  | -----------------------------------
|By:       |  |                                    
|          |  |                                    

|Name:  |  |  |  | Name:  |  | 
|------ |  |  |  | ------ |  | 
|       |  |  |  |        |  | 
|Title: |  |  |  | Title: |  | 
|       |  |  |  |        |  | 
|Date:  |  |  |  | Date:  |  | 
|       |  |  |  |        |  | 

47

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Exhibit H
***

The Effective Date of this Exhibit shall be as of September 27, 1999.

|Executed by Allstate:                      |  | Executed by TenFold:          
|------------------------------------------ |  | ------------------------------
|Authorized Signature:                      |  | /s/FRANK POLLARD              
|Name: Frank Pollard                        |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information Officer           |  | Title: General Counsel        
|Date: September 27, 1999                   |  | Date: September 27, 1999      
|Authorized Signature:                      |  | /s/GEORGE RUEBENSON           
|Name: George Ruebenson                     |  |                               
|Title: Vice PresidentProcurement          |  |                               
|Date: September 27, 1999                   |  |                               
|Authorized Signature:                      |  |                               
|                                           |  |                               
|Name: Bruce Marlow                         |  |                               
|Title: PresidentIndependent Agent Markets |  |                               
|Date: September 27, 1999                   |  |                               

48

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Amendment No. 1 to  Master Software License and Services Agreement

I.    Amendment of Master Software License, Development and Services Agreement

This Amendment No. 1 amends and supplements the Master Software License and Services Agreement between TenFold Corporation and Allstate Insurance Company
("Agreement") dated September 27, 1999. The terms used below shall have the meaning assigned to them in the Agreement or other Exhibits thereto, unless specifically defined in this Amendment.
Any conflict between this Amendment and the Agreement shall be governed by this Amendment. Where so indicated, this Amendment is also intended to amend the terms of the Agreement. Capitalized Terms in
this Amendment not otherwise defined, shall have the same meanings as in the Agreement.

II.    Exhibits to Agreement

This Amendment to the agreement incorporates the three following Exhibits (attached hereto) which shall be deemed Exhibits to the Agreement subject to the terms
and conditions of the Agreement:

Exhibit

Exhibit TitleA-3

TenFold PolicyXpress License for Policy AdministrationB-2

TenFold PolicyXpress Configuration Services for Full Policy AdministrationC-2

Support for TenFold PolicyAdmin


III.  Amendments to Agreement





Except
for the specific amendments to the terms and conditions of the Agreement set forth above, and the attached Exhibits incorporated as part of this Amendment, all terms and
conditions of the Agreement remain in full force and effect.

49

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The
Effective Date of this Amendment shall be December 21, 1999.

|Executed by Allstate:                |  | Executed by TenFold:          
|------------------------------------ |  | ------------------------------
|Authorized Signature:                |  | /s/JIM OSBORNE                
|Name: Jim Osborne                    |  | Name: Kenneth W. Jennings, Jr.
|Title: AVP of Procurement Governance |  | Title: General Counsel        
|Date:                                |  | Date:                         
|Authorized Signature:                |  | /s/GREG WOLF                  
|Name: Greg Wolf                      |  |                               
|Title: AVP of IA Markets             |  |                               
|Date:                                |  |                               

50

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Exhibit A-3
TenFold PolicyXpress License for
TenFold PolicyAdmin

This is an Exhibit to the Master Software License and Services Agreement between TenFold Corporation and Allstate Insurance Company ("Agreement"). The terms used
below shall have the meaning assigned to them in the Agreement or other Exhibits thereto, unless specifically defined in this Exhibit A-3. Any conflict between this Exhibit and the
Agreement shall be governed by this Exhibit. Where so indicated, this Exhibit is also intended to amend the terms of the Master Agreement.

I.    Description of Programs.

TheTenFold PolicyXpresspackage is an integrated insurance application software technology for configuring
sophisticated, survival-dependent, distributed insurance software applications.TenFold PolicyXpressincludes the Universal Application; TenFold
ComponentWare modules including PowerImport, PowerExport, PowerScoring, PowerOrganization; TenFold Reporter; TenFold Line of Business Builder; and theTenFold
PolicyXpressLibraries. The license granted hereunder is subject to the terms and conditions of the Agreement, including without limitation the warranty provisions set forth in
Section12 of the Agreement.

II.    License Rights Granted.



51

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IV.  Related Materials

Tenfold will provide the following materials to Allstate, as part of the Program License, to support installation and use of the Programs:



IV.  Term.

This license grant shall remain in effect perpetually unless this license or the Agreement is terminated as provided in the Agreement.

V.    Fees for License.

The non-cancelable, non-refundable fees for this license grant are *** payable on the Effective Date set forth below.

The
Effective Date of this Exhibit shall be December 21, 1999.

|Executed by Allstate:                |  | Executed by TenFold:          
|------------------------------------ |  | ------------------------------
|Authorized Signature:                |  |                               
|                                     |  |                               
|Name: Jim Osborne                    |  | Name: Kenneth W. Jennings, Jr.
|Title: AVP of Procurement Governance |  | Title: General Counsel        
|Date:                                |  | Date:                         
|Authorized Signature:                |  |                               
|                                     |  |                               
|Name: Greg Wolf                      |  |                               
|Title: AVP of IA Markets             |  |                               
|Date:                                |  |                               

52

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Exhibit B-2
TenFold PolicyXpress
Configuration Services for TenFold PolicyAdmin

This is an Exhibit to the Master Software License and Services Agreement between TenFold Corporation and Allstate Insurance Company ("Agreement"). The terms used
below shall have the meaning assigned to them in the Agreement or other Exhibits thereto, unless specifically defined in this Exhibit B-2. Any conflict between this Exhibit and the
Agreement shall be governed by this Exhibit. Where so indicated, this Exhibit is also intended to amend the terms of the Master Agreement.

I.    Description of Programs and Services.

Allstate retains TenFold to provide the following services:



53

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|Date |  | Project milestone                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|***  |  | TenFold publishes TenFold PolicyAdmin Executive Overview.                                                                                                      
|***  |  | TenFold teachesTenFold PolicyAdminConcepts Training at Allstate's facility.                                                                                    
|***  |  | TenFold completes the requirements phase of the project and delivers approved:                                                                                 
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|     |  |                                                                                                                                                               
|***  |  | TenFold delivers substantively complete, fully configured first version ofTenFold PolicyAdminfor the agreed-upon lines of business and Allstate begins grazing.
|***  |  | TenFold delivers an improved version of the configured application for more Allstate grazing.                                                                  
|***  |  | TenFold delivers completely configured, fully testedTenFold PolicyAdmin                                                                                        



54

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55

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II.    Allstate Responsibilities.

Allstate agrees that it has the following responsibilities:



56

---



If
Allstate does not perform its obligations in a timely manner, TenFold reserves the right to complete such obligations on behalf of Allstate, to the extent it is able to do so, and
charge for those services on a time and materials basis at the rates set forth in Section IV, below. If the project is delayed due to
Allstate's failure to perform its obligations in a timely manner, and TenFold is unable or does not elect to assist in completing such obligations on Allstate's behalf, TenFold will charge, on a time
and materials basis at the rates set forth in Section IV below, for each day that its resources are idled as a result of such delay. If the cumulative delay of the project attributable to
Allstate exceeds 45 days, TenFold will provide written notice of such delay to Allstate. If the cumulative delay attributable to Allstate exceeds 60 days, TenFold may elect to terminate
the Agreement and retain all fees earned up to the date of termination.

III.  Testing and Acceptance

TenFold will publish its acceptance testing strategy for configuration work requested by Allstate. Allstate is responsible for promptly reviewing and commenting
on the strategy (no comment implies agreement). Acceptance of configuration work occurs when the software passes the Acceptance Tests. The parties agree to include mutually agreed performance tests as
part of the acceptance test suite developed in the requirements phase as set forth in Section I, above.

57

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IV.  Fees for Services.

Allstate agrees to pay TenFold *** for its fixed price services described in Section I, on the following payment schedule:

Due date

Amount***

******

******

******

******

******

******

******

******

***


The
total set forth above includes the *** credit set forth in the Executive Overview Authorization Letter dated October 20, 1999.

For
services TenFold provides outside the scope of the fixed price services described in Section I, Allstate agrees to pay TenFold an hourly rate for its staff based upon the
position held by each staff member. TenFold's rates for these staff positions (which may change from time to time) are:

Staff position

Hourly rateProject Director, Senior Architect

***Project Manager, Guru, Database Designer

***Senior Applications Developer

***Applications Developer

***


Allstate
shall reimburse TenFold for actual, reasonable, business-related travel and living expenses to all work-sites and other out-of-pocket
expenses (e.g., postage, courier, et cetera.) required. TenFold agrees to invoice Allstate monthly for these services, with payments due within 30 days of invoice date.

V.    Location for the work.

Both parties agree that the configuration services will generally occur in TenFold's offices.

58

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VI.  Hardware and Software.

The Certified Platform shall consist of the following combination of hardware and software:

Server Hardware Platform

SunServer Operating System

SolarisServer Database Software

Oracle 8.0.5.1Standard Clients

NT Workstation 4.0 (service pack 4); Windows 95 (with Y2K patch)I Clients

NT Workstation 4.0 (service pack 4); Windows 95 (with Y2K patch)Browser Clients

Microsoft IE 4.x and 5.x; Netscape Navigator 4.xNetwork Environment

TCP/IP over Ethernet; TCP/IP over Token RingC Compiler

GCCWeb ServerHardware

IntelWeb ServerOS

NT 4.0 (service pack 5)Web Software

Microsoft IIS


As
the configuration services will occur in TenFold's offices, TenFold will provide the Certified Platform for the configuration services set forth in this Exhibit. Allstate agrees to
separately provide all hardware, software, and human resources required for any agreed-upon performance testing.

Allstate
may, upon adequate written notice to TenFold (but in no case less than 60 days), elect to make changes to the Certified Platform. TenFold will use its best commercially
reasonable efforts to make the change within 30 days in cases where the change is to an existing Certified Platform. Such change may be to another hardware and software combination comprising
an existing TenFold Certified Platform or to a new Certified Platform, subject to the availability of TenFold resources and Allstate's provision of all hardware and software required to certify the
new platform. Any costs incurred by TenFold in accommodating Allstate's requested changes to the Certified Platform shall be deemed to be services outside the scope of the fixed-price services, as
described in Section IV, above, chargeable at TenFold's standard time and materials rates, as set forth in that Section. All dates and times set forth in this Exhibit, including without
limitation those pertaining to the TenFold Guarantee, shall be adjusted to reflect the actual delay incurred by TenFold in accommodating Allstate's requested changes to the Certified Platform. A
schedule of TenFold's Certified Platforms, as of the Effective Date, is set forth in Exhibit B-2.

VII. Application License, Ownership, and Distribution Rights.

TenFold grants to Allstate a nonexclusive license to use the fully configured application on an unlimited number of computers within Allstate, subject to the
limitations on Allstate'sTenFold PolicyXpresslicense specified in Exhibit A-3.

TenFold
shall retain all right, title, and interest in the Universal Application, TenFold ComponentWare, Line of Business Builder, TenFold PolicyXpress and all other software, templates,
modules, standards, documentation and other materials protectable under patent, copyright, or trade secret laws, that exist as of the date of this letter agreement, and all derivative works and
enhancements thereto, together with materials that are automatically generated by the Universal Application, but excluding any proprietary materials of Allstate.

Proprietary
materials of Allstate shall include data, algorithms, programming logic, rules, workflows, and other proprietary elements provided by Allstate and incorporated into the
documents or developments produced by TenFold under this Agreement. At no time will TenFold disclose any of

59

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Allstate's proprietary information to a competitor of Allstate or any other third party without the express advance written approval of Allstate. Allstate may not sell, license or otherwise provide
the application or derivative applications to any third party for relicensing, resale, or other form of distribution.

The
Effective Date of this Exhibit shall be December 21, 1999.

|Executed by Allstate:                |  | Executed by TenFold:          
|------------------------------------ |  | ------------------------------
|Authorized Signature:                |  |                               
|                                     |  |                               
|Name: Jim Osborne                    |  | Name: Kenneth W. Jennings, Jr.
|Title: AVP of Procurement Governance |  | Title: General Counsel        
|Date:                                |  | Date:                         
|Authorized Signature:                |  |                               
|                                     |  |                               
|Name: Greg Wolf                      |  |                               
|Title: AVP of IA Markets             |  |                               
|Date:                                |  |                               

60

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Exhibit C-2  Support Services for  TenFold PolicyAdmin

This is an Exhibit to the Master Software License and Services Agreement between TenFold Corporation and Allstate Insurance Company ("Agreement"). The terms used
below shall have the meaning assigned to them in the Agreement or other Exhibits thereto, unless specifically defined in this Exhibit C-2. Any conflict between this Exhibit and the
Agreement shall be governed by this Exhibit. Where so indicated, this Exhibit is also intended to amend the terms of the Master Agreement.

I.    Description of Services.

Allstate retains TenFold to provide the following services:



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II.    Support Program

Allstate elects to purchase support for the Universal Application and TenFold's Product Support forTenFold
PolicyAdminas granted in Exhibit A-2, as follows:

|Program     |  | Description of program features |  | Annual Support fee                                                                                            
|----------- |  | ------------------------------- |  | --------------------------------------------------------------------------------------------------------------
|Universal   |  |                                |  | New releases of the Universal Application                                                                     
|Application |  |                                |  | New releases of theTenFold PolicyAdmin                                                                        
|Support and |  |                                |  | Upward compatibility                                                                                          
|Product     |  |                                |  | Unlimited Universal Application incidents                                                                     
|Support     |  |                                |  | 24 X 7 telephone assistance                                                                                   
|for         |  |                                |  | Timely response to incidents                                                                                  
|TenFold     |  |                                |  | Monthly support review                                                                                        
|PolicyAdmin |  |                                |  | One primary and two secondary customer points of contact                                                      
|            |  |                                |  | Five days of TenFold education                                                                                
|            |  |                                |  | New application product releases                                                                              
|            |  |                                |  | Unlimited application incidents                                                                               
|            |  |                                |  | 10 days of on-site technical support                                                                          
|            |  |                                |  | Application maintained on a TenFold Server                                                                    
|            |  |                                |  | 20 hours of integration assistance                                                                            
|            |  |                                |  | Certification of your applications modifications, if you follow TenFold processes and provide Acceptance Tests

III.  Fees for Services.

For these services, Allstate agrees to pay TenFold the Annual Support Fee set forth in the table above, for the first three year's support services, to commence
on August 1, 2000, and to be paid on the commencement date. Fees for years two and three shall be due and payable on the first and second anniversaries of the commencement date. TenFold agrees
to invoice 30 days before fees are due so that Allstate can ensure that fees are paid promptly and received before due. Allstate agrees to reimburse TenFold for actual, reasonable,
business-related travel and living expenses for any on-site services requested. TenFold agrees to invoice Allstate monthly for these expenses, with payments due within 30 days of
invoice date.

IV.  Term

This Exhibit may be renewed by Allstate for subsequent annual periods following year three on the anniversary date of the commencement of services, by Allstate's
notice to TenFold at least 30 days prior
to the anniversary date. TenFold agrees that following the third year, annual increases in the support fees from the previous year shall be ***. TenFold agrees to provide Allstate written notice of
any change in support fees at least sixty (60) days in advance of such change. Should either party elect to not have the Exhibit renewed automatically, the Exhibit terminates at the end of the
current term on the anniversary of the commencement of services as set forth in Section III, above.

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The
Effective Date of this Exhibit shall be December 21, 1999.

|Executed by Allstate:                |  | Executed by TenFold:          
|------------------------------------ |  | ------------------------------
|Authorized Signature:                |  |                               
|                                     |  |                               
|Name: Jim Osborne                    |  | Name: Kenneth W. Jennings, Jr.
|Title: AVP of Procurement Governance |  | Title: General Counsel        
|Date:                                |  | Date:                         
|Authorized Signature:                |  |                               
|                                     |  |                               
|Name: Greg Wolf                      |  |                               
|Title: AVP of IA Markets             |  |                               
|Date:                                |  |                               

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Exhibit I  Fixed Price  FastStart Application License and Services

This is an Exhibit to the Master Software License and Services Agreement between TenFold Corporation and Allstate Insurance Company
("Agreement"). The terms used below shall have the meaning assigned to them in the Agreement or other Exhibits thereto, unless specifically defined in this Exhibit I. Any conflict between this
Exhibit I and the Agreement shall be governed by this Exhibit I. Where so indicated, this Exhibit I is also intended to amend the terms of the Agreement.

I.    Description of Programs and Services.

TenFold FastStart is a set of services that helps Allstate define and implement data conversion, data clean-up, interfaces, end-user
training, technical and applications support, testing, and production implementation strategies for theTenFold Policy Raterapplication.





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|Date |  | Project milestone                                                            
|---- |  | -----------------------------------------------------------------------------
|***  |  | Begin analysis                                                               
|***  |  | Receive extract programs                                                     
|***  |  | Publish requirements                                                         
|***  |  | Begin trial conversions                                                      
|***  |  | Complete FastStart development                                               
|***  |  | Begin practice parallel                                                      
|***  |  | Begin parallel                                                               
|***  |  | Win1 completion date (nine interfaces and rules for one state)               
|***  |  | Win2 completion date (three interfaces and rules for seven additional states)



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II.    Allstate Responsibilities.

Allstate agrees that it has these responsibilities:



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III.  Fees for Services.

Allstate agrees to pay TenFold *** for its fixed price FastStart services described in this Exhibit, on the following payment schedule:

Due date

Amount***

******

******

******

******

******

***Total

***


For
services TenFold provides outside the scope of the fixed price services described in Section I, Allstate agrees to pay TenFold an hourly rate for its staff based upon the
position held by each staff member. TenFold's rates for these staff positions (which may change from time to time) are:

Staff position

Hourly rateProject Director, Senior Architect

***Project Manager, Guru, Database Designer

***Senior Applications Developer

***Applications Developer

***


Allstate
shall reimburse TenFold for actual, reasonable, travel and living expenses to all work-sites and other out-of-pocket expenses (e.g., postage,
courier, et cetera.) required subject to Allstate review and approval. TenFold agrees to invoice Allstate monthly for these services, with payments due within 30 days of invoice date.

The
Effective Date of this Exhibit shall be as of                        .

|Executed by Allstate:             |  | Executed by TenFold:          
|--------------------------------- |  | ------------------------------
|Authorized Signature:             |  |                               
|                                  |  |                               
|Name: Frank Polland               |  | Name: Kenneth W. Jennings, Jr.
|Title: Chief Information          |  | Title: General Counsel        
|Date:                             |  | Date:                         
|Authorized Signature:             |  |                               
|                                  |  |                               
|Name: George Ruebenson            |  |                               
|Title: Vice PresidentProcurement |  |                               
|Date:                             |  |                               

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Amendment No. 4 to  Master Software License and Services Agreement

I.    Amendment of Master Software License, Development and Services Agreement

This Amendment No. 4 amends and supplements Exhibit C ("Support Services") to the Master Software License and Services Agreement between TenFold
Corporation and Allstate Insurance Company ("Agreement") dated September 27, 1999. The terms used below shall have the meaning assigned to them in the Agreement or other Exhibits thereto,
unless specifically defined in this Amendment. Any conflict between this Amendment and the Agreement shall be governed by this Amendment. Where so indicated, this Amendment is also intended to amend
the terms of the Agreement. Capitalized Terms in this Amendment not otherwise defined, shall have the same meanings as in the Agreement.

II.    Exhibits to Amendment No. 4

This Amendment to the Agreement incorporates the following Exhibits (attached hereto) which shall be deemed Exhibits to the Agreement subject to the terms and
conditions of the Agreement:



III.  Integration of Completed and Outstanding Services

TenFold and Allstate agree that the work described below in: (i) Exhibit B to the Agreement (Phase I BuildPolicyRater configuration
services); (ii) Exhibit I to the Agreement (Phase I FastStartPolicyRater FastStart); and (iii) Exhibit B-2 to Amendment No. 1 to the
Agreement (Phase II BuildConfiguration services for full policy administration) shall be integrated into two new Phases known as Deerbrook and CNA. The integrated work shall be completed
in accordance with the following agreed statement of Requirements and as set forth in greater detail below:

|Item                   |  | Requirements |  | Due Date                                                                                                                         |  | Functionality
|---------------------- |  | ------------ |  | -------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Deerbrook PolicyXpress |  | 1)           |  | PolicyRater Acceptance Tests 2.0 (Phase 1)Deerbrook-specific tests only                                                         |  | ***          
|                       |  | 2)           |  | Deerbrook PolicyXpress Acceptance Tests 3.0 (Phase 2)                                                                            |  |              
|                       |  | 3)           |  | PolicyXpress Executive Overview 2.1 (Version 2.0 modified to reflect proper interface scopesee Interfaces for more information) |  |              
|                       |  | 4)           |  | PolicyXpress Database Design Book 2.1                                                                                            |  |              
|                       |  | 5)           |  | PolicyXpress Reports Book 2.0                                                                                                    |  |              
|                       |  | 6)           |  | Development Commitment list                                                                                                      |  |              
|                       |  | 7)           |  | PolicyXpress Concepts Manual 2.0                                                                                                 |  |              
|                       |  | 8)           |  | PolicyXpress Demonstration Script                                                                                                |  |              
|                       |  | 9)           |  | PolicyXpress Concepts Training Manual                                                                                            |  |              
|CNA PolicyXpress       |  | 1)           |  | All Deerbrook PolicyXpress requirements                                                                                          |  | ***          
|                       |  | 2)           |  | PolicyXpress Acceptance Tests 2.0                                                                                                |  |              

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|                                     |  | 3) |  | CNA PolicyXpress Acceptance Tests 4.0 (build by *** and limit scope according to that outlined in the PolicyXpress Executive Overview 2.1) |  |                                                      |  |                                                                                 
|------------------------------------ |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------- |  | --------------------------------------------------------------------------------
|Deerbrook Interfaces                 |  | 1) |  | PolicyXpress Reference Manual including AL3, DataSolutions, VIN, MART, BOAT, BOMT interfacesmanual complete by          ***               |  | ***                                                  |  | ***                                                                             
|Deerbrook Deployment Activities      |  | 1. |  | Performance Acceptance Tests to be defined jointly by Allstate and TenFold                                                                 |  | ***                                                  |  | ***                                                                             
|CNA Interfaces                       |  | 1. |  | Addendum to forthcoming Reference Manual to include PIF and CI interfaces                                                                  |  | ***                                                  |  | ***                                                                             
|Deerbrook Rules                      |  | 1. |  | Deerbrook Rules Book jointly agreed upon by Tenfold and IA Markets for the following states: WA, OK, UT, MD, AR, IA, LA                    |  | ***                                                  |  | ***                                                                             
|CNA Rules                            |  | 1. |  | CNA Rules Book jointly agreed upon by Tenfold and IA Markets for the following states: PA, NY, IL, OH, AZ, LA, OR, MD                      |  | ***                                                  |  | ***                                                                             
|Pre-production maintenance agreement |  | 1. |  | Amendment #3 to Master Software License & Service Agreement                                                                                |  | ***                                                  |  | ***                                                                             
|                                     |  | 2. |  | Documentation Requestsold section 4.0 of Build Conclusions Document                                                                       |  |                                                      |  |                                                                                 
|Training                             |  | 1. |  | Change Order #44                                                                                                                           |  | Scheduled classes per Change Order #44 Changes       |  |                                                                                 
|Changes in
Policy Xpress             |  | 1. |  | Change order documentation for each change request                                                                                         |  | To be mutually agreed upon by Tenfold and IA Markets |  | Resource needs and additional funding will be determined on a case-by-case basis

IV.  Development Environment

In order to enhance the parties mutual ability to meet their respective obligations, TenFold agrees to maintain consistency of the development environment being
used by TenFold to provide the services required under the Agreement and the environment being used by Allstate to perform its obligations. TenFold and Allstate will synchronize the versions of all
elements of the respective development environments by providing releases of TenFold programs and materials being used in the Deerbrook and CNA projects. Allstate agrees to install new releases
provided by Tenfold within five (5) days after delivery by TenFold. The parties agree that at no time during the project will they work on different versions of the development environment.

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V.    Guarantee

The guarantee provisions set forth in Section I of Exhibit E to the Agreement shall be modified as set forth below and shall apply independently to
the services set forth in Section III above for Deerbrook and CNA, respectively:

TenFold guarantees its fixed price configuration services as follows:



VI.  Payment

TenFold and Allstate acknowledge and agree that the remaining payments due for the services set forth in Section III, above and for outstanding change
orders are ***, payable as follows:

Exhibit or
Change Order
Reference

Current payment term

Current
Unpaid
Amount

Amended payment
schedule

Payment
amountRater

***

***

***

***Rater FS

***

***

***

***Rater FS

***

***

***

***Admin

***

***

***

***Admin

***

***

***

***Admin

***

***

***

***Admin

***

***

***

***Admin

***

***

***

******

***

***

***

***Change Orders 022,026,029,031



***



***TOTAL



***



***


VII. Support

TenFold and Allstate agree that the commencement date for the support services set forth in Exhibit C and Exhibit C-2 to the Agreement
shall be modified to become effective as of the date of successful completion of acceptance test and full functionality in Allstate's environment as described in

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the Executive Overview. The first annual fee for support services shall be due and payable on that date. The parties acknowledge and agree that the support services to be provided under
Exhibit C and Exhibit C-2 include support for the application as configured in accordance with the table in Section III, above, as well as support for functionality
added through agreed upon change orders and implementation work carried out by Allstate as contemplated in this Amendment and its Exhibits.

VIII.  Time and Materials Services

TenFold agrees to provide additional services to assist Allstate with the implementation ofPolicyXpressin
accordance with the terms and conditions set forth below:

Staff Position

Hourly Service Rate

# of Heads

Committed Period

Number of Man-days

Extended FeesSenior Interface Developer

***

1

***

***

***Interface Developer, Package Manager

***

2

***

***

***TOTAL









***


Allstate
agrees to pay for the services described above in accordance with the following schedule:

Due Date

Payment Amount***

******

******

******

******

***TOTAL

***


Allstate
shall reimburse TenFold for actual, reasonable, travel and living expenses to all work-sites and other out-of-pocket expenses (e.g., postage,
courier, et cetera.) required.

IX.  Use of Data Solutions by TenFold

The fully configured application shall include the use of Data Solutions patented by Allstate. TenFold shall retain all right, title, and interest in the
Universal Application, TenFold ComponentWare, Line of Business Builder, TenFold PolicyXpress and all other software, templates, modules, standards, documentation and other materials protectable under
patent, copyright, or trade secret laws, that exist as of the date of this letter agreement, and all derivative works and enhancements thereto, together with materials that are automatically generated
by the Universal Application, but excluding any proprietary materials of Allstate.

Proprietary
materials of Allstate shall include data, algorithms, programming logic, rules, workflows, and other proprietary elements provided by Allstate and incorporated into the
documents or developments produced by TenFold under this Agreement. At no time will TenFold disclose any of Allstate's proprietary information to a competitor of Allstate or any other third party
without the express advance written approval of Allstate. TenFold may not sell, license or otherwise provide the application or derivative applications to any third party for relicensing, resale, or
other form of distribution.

In
order to effectuate the purposes of these provisions, the parties agree that TenFold will execute an appropriate software license which shall be royalty free for purposes of the
Allstate application.

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X.    Press Release

In clarification of the terms and conditions set forth in Exhibit E to the Agreement ("Customer Reference Services"), TenFold and Allstate agree that a
mutually agreeable joint press release will be issued following sign off by Allstate of deliverables associated with the Deerbrook project as described in the table in Section III, above.

XI.  Effective Agreement

Except for the specific amendments to the terms and conditions of the Agreement set forth above, and the attached Exhibits incorporated as part of this Amendment,
all terms and conditions of the Agreement remain in full force and effect.

The
Effective Date of this Amendment shall be August 10, 2000.

|Executed by Allstate: |  | Executed by TenFold:                                       
|--------------------- |  | -----------------------------------------------------------
|Authorized Signature: |  |                                                            
|                      |  |                                                            
|Name:                 |  | Name: Jonathan E. Johnson III                              
|Title:                |  | Title: Executive Vice President and Chief Financial Officer
|Date:                 |  |                                                            

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Schedule 4-A
Deerbrook Milestones

|Target |  | Milestone                                                             |  | Who      |  | Commit
|------ |  | --------------------------------------------------------------------- |  | -------- |  | ------
|***    |  | Conduct 1st REF AT graze (15 ATs)Done Jul 05                         |  | Allstate |  | ***   
|***    |  | Enter PA reference dataDone Jul 31                                   |  | Allstate |  | ***   
|***    |  | Draft Reference ManualDone Jul 31                                    |  | TenFold  |  | ***   
|***    |  | Complete Reference Manual                                             |  | TenFold  |  | ***   
|***    |  | Complete VIN, MART, BOAT, BOMT interfaces                             |  | TenFold  |  | ***   
|***    |  | Deliver rules collateral for WA, OK, UT, MD, AR, IA, LA               |  | Allstate |  | ***   
|***    |  | Deliver PolicyXpress package & database to Allstate environment       |  | TenFold  |  | ***   
|***    |  | Graze Deerbrook LineOfBusiness transactions                           |  | Allstate |  | ***   
|***    |  | Complete DataSolutions interface, AL3 interface, Calendars, Schedules |  | Allstate |  | ***   

|Target |  | Milestone                                                                 |  | Who      |  | Commit
|------ |  | ------------------------------------------------------------------------- |  | -------- |  | ------
|***    |  | Complete Deerbrook LineOfBusiness transactions, launch Policy AT work     |  | TenFold  |  | ***   
|***    |  | Approve rules books for WA, OK, UT, MD, AR, IA, LA                        |  | Allstate |  | ***   
|***    |  | Graze QuickQuote, Products, Application Entry, VIN, MART, BOAT, BOMT AT's |  | Allstate |  | ***   
|***    |  | Graze FullQuote, AL3Upload, DataOrdering, UA, Y2K AT's                    |  | Allstate |  | ***   
|***    |  | Complete Deerbrook Pennsylvania rules                                     |  | Allstate |  | ***   
|***    |  | Graze Endorsement, Cancel, Terminate, Utility AT's                        |  | Allstate |  | ***   
|***    |  | Final Demonstration                                                       |  | TenFold  |  | ***   
|***    |  | Launch Model Office for Deerbrook PA                                      |  | Allstate |  | ***   
|***    |  | Complete rules for WA, OK, UT, MD, AR, IA, LA                             |  | TenFold  |  | ***   

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Schedule 4-B  CNA Milestones

|Target |  | Milestone                                                                            |  | Who      |  | Commit
|------ |  | ------------------------------------------------------------------------------------ |  | -------- |  | ------
|***    |  | Supply 10 sample CNA policiesDone Apr 2000                                          |  | Allstate |  | ***   
|***    |  | Deliver rules collateral for PA, NY, IL, OH, AZ, LA, OR, MD                          |  | Allstate |  | ***   
|***    |  | Complete CNA reference data                                                          |  | Allstate |  | ***   
|***    |  | Approve rules books for PA, NY, IL, OH, AZ, LA, OR, MD                               |  | Allstate |  | ***   
|***    |  | Graze CNA LineOfBusiness transactions                                                |  | Allstate |  | ***   
|***    |  | Complete CNA requirements (additional AT's, reference manual amendment for PIF & CI) |  | TenFold  |  | ***   

|Target |  | Milestone                                                       |  | Who      |  | Commit
|------ |  | --------------------------------------------------------------- |  | -------- |  | ------
|***    |  | Complete PIF and CI interfaces                                  |  | TenFold  |  | ***   
|***    |  | Graze Reference AT's                                            |  | Allstate |  | ***   
|***    |  | Complete CNA LineOfBusiness transactions, launch Policy AT work |  | TenFold  |  | ***   
|***    |  | Complete rules for PA, NY, IL, OH, AZ, LA, OR, MD               |  | TenFold  |  | ***   
|***    |  | Graze Policy AT's                                               |  | Allstate |  | ***   
|***    |  | Graze Rules AT's                                                |  | Allstate |  | ***   
|***    |  | Final Demonstration                                             |  | TenFold  |  | ***   
|***    |  | Launch Model Office for CNA                                     |  | Allstate |  | ***   

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Amendment No. 6 to  Master Software License and Services Agreement

I.    Amendment of Master Software License, Development and Services Agreement.

This Amendment No. 6 (this "Amendment") amends and supplements the Master Software License and Services
Agreement ("Agreement"), dated September 27, 1999, by and between TenFold Corporation ("TenFold")
and Allstate Insurance Company ("Allstate"), as amended, and the Exhibits thereto. The capitalized terms used below shall have the meaning assigned to
them in the Agreement or the Exhibits thereto, unless specifically defined in this Amendment. Any conflict between this Amendment and the Agreement shall be governed by this Amendment.

II.    Schedules to Amendment.

This Amendment incorporates the attached Schedule 6-AUniversal Application Support Commitments which shall be deemed an Exhibit to
the Agreement subject to the terms and conditions of the Agreement.

III.  Consulting Services Relating to Option A.

Upon the written request of Allstate, TenFold agrees to provide staff of TenFold and TenFold Insurance, Inc., contingent upon such staff's availability, to
Allstate to perform consulting services related to (a) the scheduled March 5, 2001 roll-out into production of Option A, (b) prototype Encompass transactions and
reports, (c) work on or support interfaces needed by Option A, and/or (d) provide any other services upon which the parties agree in writing. "Option
A" shall mean the software application independently developed by Allstate using the Universal Application. The parties shall mutually agree in writing to the number of staff
TenFold shall provide to Allstate, the names of individuals and their staff positions, the timing and duration of services to be performed by such staff, and the location of performance of such
consulting services; provided, however, that Allstate shall, at a minimum, request
16,000 billable hours from TenFold during the one year commencing on the Effective Date of this Amendment. For the consulting services set forth above, Allstate agrees to pay TenFold an hourly rate
for its staff based upon the position held by each staff member. TenFold's rates under this Amendment for these staff positions are:

Staff position

Hourly rateSenior Interface Developer

***Interface Developer

***Guru

***Package Manager

***Senior Report Developer

***Report Developer

***Senior UA Specialist

***UA Specialist

***Rules Performance Specialist

***Senior Transaction Developer

***Transaction Developer

***


---

Allstate
shall reimburse TenFold for actual, reasonable, travel and living expenses to all work-sites and other out-of-pocket expenses (e.g., postage,
courier, et cetera) required. TenFold agrees to invoice Allstate on the fifteenth (15th) and last day of each month for these consulting services and expenses,

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with payments due within 30 days of invoice date. For the purpose of determining "reasonable" under this paragraph, the parties agree to use Allstate's Travel and Expense Guidelines.

Either
party may terminate its obligations under this Section III upon thirty (30) days written notice to the other party; provided, however, that termination by either
party shall not relieve Allstate of its payment obligations relating to consulting services performed by TenFold under this Section III prior to such termination.

IV.  Universal Application Support.

Pursuant to Exhibit C to the Agreement, TenFold reaffirms its commitment to promptly provide Allstate with new releases of the Universal Application, when
and if available so long as Allstate is current on Universal Application support payments. TenFold agrees to aggressively work to release a new release of the Universal Application which supports the
items listed on Schedule 6-A attached hereto. The parties acknowledge that software releases typically contain software error corrections, new features, and enhancements. Allstate
may request in writing that TenFold make specific enhancements to the Universal Application beyond those enhancements contained in new releases of the Universal Application. Upon receipt of such
request, TenFold shall determine, in its sole discretion, whether to provide such enhancement and the cost to Allstate of such enhancement. TenFold agrees to use Deerbrook to verify installation of
new Universal Application releases prior to delivery to Allstate pursuant to Exhibit C to the Agreement and to use Deerbrook to verify installation of new Universal Application releases upon
delivery to Allstate pursuant to Exhibit C to the Agreement. The parties agree that the support services set forth in Exhibit C to the Agreement shall commence upon December 16,
2000. Allstate agrees to pay for the first year annual support fee *** on or before March 5, 2001. Allstate agrees to pay the second and third years annual support fees *** on or before
December 16, 2001 (second year fee) and December 16, 2002 (third year fee).

V.PolicyXpressSupport.

Pursuant to Amendment No. 4 to the Agreement, TenFold reaffirms its commitment to provide Allstate with new releases of PolicyXpress,
when and if available.PolicyXpressis LineOfBusinessBuilder, transactions thatLineOfBusinessBuildergenerates, and the PolicyXpresskernel which contains agency management, loss control, and line-of-business-generic policy administration
functionality. The parties acknowledge that software releases typically contain software error corrections, new features, and enhancements. The parties agree that so long as Allstate is current in
paying TenFold the Annual Support Fee under Exhibit C-2 to the Agreement and subject to the terms and conditions of the Agreement, Allstate may use PolicyXpressin place of Option A. The parties
agree that the support services set forth in Exhibit C-2 to the Agreement shall
commence upon December 16, 2000; provided, however, that Allstate may cancel such support services on June 15, 2001, at which time TenFold agrees to refund to Allstate *** (i.e.,
one-half of the first year annual support fee). Allstate agrees to pay for the first year annual support fee *** on or before March 5, 2001. Allstate agrees to pay the second and
third years annual support fees *** on or before December 16, 2001 (second year fee) and December 16, 2002 (third year fee).

VI.  Project Executives.

For purposes of this Amendment, Greg Meyer is deemed the project executive of Allstate and Jeffrey Walker is deemed the project executive of TenFold. The parties
may add or change project executives by giving notice to the other party as specified in the Agreement. The parties respective project executives shall oversee the entire Allstate-TenFold
relationship. Subject to availability based on the travel schedule, health and employment status of the TenFold project executive and so long as the Allstate project executive deems it appropriate,
from the Effective Date of this Amendment until

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March 5, 2001, the TenFold project executive shall participate in daily conference calls with Allstate regarding the status of the Allstate-TenFold relationship and status of Option A.

VII. Options for Additional Licenses.

The parties agree that the table set forth in Exhibit A-2 to the Agreement is deleted in its entirety and the following table is inserted in
lieu thereof:

Date of Exercise

***On or before December 15, 2001

***On or before March 15, 2002

***On or before June 15, 2002

***After June 15, 2002

***


---

VIII.  Universal Application Demonstration License.

The parties agree to add the following provision as Section II.A.iv of Exhibit A to the Agreement:

"iv.

for a six (6) month period commencing on the Effective Date of this Amendment, to distribute an unlimited number of demonstration copies of the Universal Application within Allstate or any of its majority-owned
subsidiaries; provided, however, that Greg Wolf, or his designee or successor, shall administer such distribution and provide TenFold with prompt written notification of the destination and purpose of each such distribution; and provided, further,
that no individual or entity receiving a demonstration copy of the Universal Application shall have the right to use such demonstration copy of the Universal Application to support the development, deployment, production operation and maintenance of
any application. The right to distribute demonstration copies of the Universal Application under this clause iv shall automatically renew for subsequent six (6) month periods on the six month anniversary date of the Effective Date of this
Amendment, unless either TenFold or Allstate notifies the other party, at least thirty (30) days prior to such anniversary date, of its desire not to renew automatically."


IX.  Acceptance of Deerbrook and Encompass (CNA) Deliverables.

TenFold's obligations under Section III of Amendment No. 4 of the Agreement and under Exhibit B, Exhibit I and
Exhibit B-2 to the Agreement shall be deemed to have been performed and completed. Accordingly, Allstate acknowledges and agrees that the guarantees set forth in Section V of
Amendment No. 4 of the Agreement are no longer applicable or of any force or effect and Allstate releases TenFold from any obligations thereunder. Upon the execution of this Amendment, Allstate

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shall pay TenFold the following amounts due under Section II of Amendment No. 3 to the Agreement and Sections VI and VIII of Amendment No.4 to the Agreement:

Purpose of Payment

Amount***

******

******

******

******

******

******

******

***Total

***


Upon
execution of this Amendment, Allstate shall pay TenFold all undisputed amounts due under T&E invoice numbers All-0037, All-0040, and All-0041.
For avoidance of doubt, the parties agree that the undisputed amounts due under these T&E invoices is $123,002.18.

***
In exchange for Allstate not requiring TenFold to perform certain services relating to the Deerbrook and Encompass (CNA) rule work, TenFold agrees to give Allstate a *** credit
against future invoices for services to be performed by TenFold on and after December 18, 2000 on a time and materials basis. TenFold also agrees to give Allstate a *** credit toward licenses
for other products not contemplated by the Agreement or this Amendment.

X. Reference.

Allstate agrees to designate Greg Meyer and Greg Wolf to speak to existing and potential TenFold customers from time to time about TenFold and the Universal
Application.

XI.  Training.

TenFold reaffirms its commitment to provide training to Allstate as set forth in ChangeOrder 49. In addition, subject to availability, TenFold shall allow
Allstate to attend any training course offered by TenFold University, including, without limitation, guru training, at the then-current standard training rates shown in the TenFold Course Catalog. ***
Allstate shall pay all instructor and student travel and living expenses related to such training courses. If a participant
cancels or withdraws from a course, fees are due in accordance with TenFold'sCancellation and Withdrawal Policy.

XII. Documentation.

TenFold agrees to provide Allstate with documentation to be mutually agreed upon by the parties' respective project executives by January 31, 2001.

XIII.    Effective Agreement.

Except for the specific amendments to the terms and conditions of the Agreement and the Exhibits thereto set forth above, all terms and conditions of the
Agreement remain in full force and effect.

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The
Effective Date of this Amendment No. 6 shall be December 16, 2000.

|Executed by Allstate:                             |               | Executed by TenFold:          
|------------------------------------------------- | ------------- | ------------------------------
|Authorized Signature:                             |               |                               
|                                                  | /s/GREG MEYER |                               
|Name: Greg Meyer                                  |               | Name: Martin F. Petersen      
|Title: Vice President, Independent Agency Markets |               | Title: Chief Financial Officer
|Date: December 27, 2000                           |               | Date: December 27, 2000       

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Schedule 6-A
Universal Application Support Commitments









81

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Amendment No. 7 to  Master Software License and Services Agreement

I.    Amendment of Master Software License, Development and Services Agreement.

This Amendment No. 7 (this "Amendment") amends and supplements the Master Software License and Services
Agreement, dated September 27, 1999, by and between TenFold Corporation ("TenFold") and Allstate Insurance Company
("Allstate"), as amended by Amendment No. 1 to the Master Software License and Services Agreement, effective December 21, 1999, Amendment
No. 4 to the Master Software License and Services Agreement, effective August 10, 2000, and Amendment No. 6 to the Master Software License and Services Agreement, effective
December 16, 2000, and the Exhibits thereto (collectively, the "Agreement"). The capitalized terms used below shall have the meaning assigned to
them in the Agreement or the Exhibits thereto, unless specifically defined in this Amendment. Any conflict between this Amendment and the Agreement shall be governed by this Amendment.

II.    Amendment Numbers 2, 3 and 5 of No Force and Effect.

The parties hereby acknowledge and agree that Amendment Nos. 2, 3 and 5 to the Agreement were either never executed by the parties or are of no force and effect.
The parties further agree that upon the request of either party, they will mutually cooperate in good faith to create a restatement of the current Agreement, including this Amendment, without
modifying any of the surviving terms of the Agreement. The sole purpose of such restatement would be to clarify in one document the current obligations and duties of the parties under the Agreement,
including this Amendment.

III.  License Rights Granted.



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IV.  License Fees.

As consideration for the licenses granted to Allstate to use both in object and source code form the Universal Application, TenFold ComponentWare and PolicyXpress
as set forth in this Amendment, Allstate shall pay TenFold *** Allstate shall pay TenFold the License Fee via wire transfer pursuant to the payment schedule set forth in the chart below.

Due Date

Payment Amount***

******

******

******

******

******

***Total

***


In
the event of that Allstate (or any subsidiary or affiliate of Allstate) acquires an entity that wrote more than *** in the immediately preceding calendar year and Allstate intends to
allow such entity to use any of the Universal Application, TenFold ComponentWare and PolicyXpress licensed under the Agreement, then Allstate shall pay TenFold an additional license fee of *** in the
immediately preceding calendar year. Allstate agrees that it shall promptly notify TenFold in writing of any such acquisition and intended use.

V. Support and Maintenance Fees.

In addition, Allstate agrees to pay TenFold, by wire transfer, annually and in advance, with the first payment due on the earlier to occur of June 30, 2002
or the date on which Allstate decides to implement the Universal Application, TenFold ComponentWare and/or PolicyXpress outside Allstate's Solution Center (the "Commencement
Date"), maintenance and support fees for the Universal Application, TenFold ComponentWare and PolicyXpress in the amount of *** ("Support
Fee") per year for the first two year's maintenance and support services.*** Support Fees for the second year's

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maintenance and support services shall be due and payable on the first anniversary of the Commencement Date. Prior to payment of the Support Fee, Allstate shall pay for support services on a Time and
Materials basis at TenFold's then-standard rates. TenFold may from time to time provide Allstate with standard Universal Application, TenFold ComponentWare and PolicyXpress upgrades and
releases which it makes generally available to its supported customers; provided, however, that if Allstate does not elect to receive maintenance and support services by the Commencement Date, then
TenFold has no obligation to provide Allstate's Solution Center with standard Universal Application, TenFold ComponentWare and PolicyXpress upgrades and releases. Allstate agrees to implement such
upgrades and releases in Allstate's Solution Center within thirty (30) days of receiving such upgrades and releases. Notwithstanding anything in the Agreement, as amended, to the contrary,
Allstate shall have the right, at its sole discretion, to terminate this support and maintenance upon fifteen (15) days prior written notice to TenFold. In the event of such termination,
Allstate shall have the right to a pro rata refund of the Support Fee. In the event that Allstate terminates the support and maintenance services contemplated by this Section V or the Universal
Application support set forth in Section IV of Amendment No. 6 to the Master Software License and Services Agreement, then Allstate agrees to immediately pay TenFold, by wire transfer, a
support termination penalty of ***.

VI.  Consulting Services.

TenFold agrees to provide consulting services as requested by Allstate under the terms and conditions set forth below. Allstate's commitments to TenFold for such
consulting services are subject to TenFold's services meeting certain performance criteria as reasonably determined in advance by Allstate. Either party shall have the right, in its sole discretion,
to terminate the consulting services upon giving the other party thirty (30) days prior written notice. In the event of such termination, Allstate shall have the right to a pro rata refund of
any consulting fees paid in advance provided, however, that termination by either party shall not relieve Allstate of its payment obligations relating to consulting services performed by TenFold under
this Section VI prior to such termination.

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Staff position

Hourly rateSenior Interface Developer*

***Interface Developer*

***Guru*

***Package Manager*

***Senior Report Developer*

***Report Developer*

***Senior UA Specialist**

***UA Specialist**

***Rules Performance Specialist*

***Senior Transaction Developer*

***Transaction Developer*

***


---

***

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VII. Project Executives.

TenFold agrees to provide a senior TenFold executive acceptable to Allstate as the Project Executive overseeing the Allstate relationship. Allstate agrees to
provide Daniel Necastro as the Project Executive overseeing the TenFold relationship. Within ten (10) business days of the Effective Date of this Amendment, Nancy Harvey, TenFold's President
and CEO and Daniel Necastro will meet to identify the TenFold senior executive to serve as TenFold Project Executive. The parties may change their
Project Executive at any time by providing the other party with five (5) days prior written notice. The parties respective project executives shall oversee the entire Allstate-TenFold
relationship. So long as the Allstate project executive deems it appropriate, from the Effective Date of this Amendment until June 30, 2002, the project executives shall make a good faith
effort to participate in weekly conference calls regarding the status of the Allstate-TenFold relationship.

VIII.  Training and Certification.



IX.  Non-Solicitation.

TenFold and Allstate mutually agree not to solicit in any way or hire, either directly or indirectly, the other party's then-current employees. In
addition, Allstate agrees to cause its contractors to also agree not to solicit in any way or hire TenFold's current or former employees who have worked for the other party within six
(6) months of the solicitation or hire date. ***

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X.    Limited Source Code License.

Subject to Allstate's compliance with all of the terms and conditions of the Agreement, as amended, Allstate is hereby granted a perpetual, irrevocable, limited,
nonexclusive, nontransferable, nonassignable, enterprise-wide source code license ("Source Code License") to use the Universal Application,
TenFold ComponentWare and PolicyXpress source code for Allstate's internal business purposes as follows. (For purposes of this Source Code License, "Allstate" shall be defined to include current
subsidiaries and affiliates of Allstate as well as future subsidiaries or affiliates that are acquired by Allstate that did not write more than $1.5 billion of annual direct written insurance
premiums in the immediately preceding calendar year):

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XI.  Press Release.

Upon the execution of this Amendment, Allstate and TenFold shall issue a joint press release. The language of the press release shall be pre-approved
by both parties, such pre-approval not to be unreasonably withheld.

XII. Renewal of Support.

On or before the December 16, 2001, Allstate agrees to renew the Universal Application support and PolicyXpress support set forth in Sections IV and
V of Amendment No. 6 to the Master Software License and Services Agreement.

XIII.  Miscellaneous.

Except for the specific amendments to the terms and conditions of the Agreement set forth above, and the attached Exhibits incorporated as part of this Amendment,
all terms and conditions of the Agreement remain in full force and effect.

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The
Effective Date of this Amendment shall be November 15, 2001.

|Executed by Allstate: |  | Executed by TenFold:
|--------------------- |  | --------------------
|Authorized Signature: |  |                     
|                      |  |                     
|Name:                 |  |                     
|Title:                |  |                     
|Date:                 |  |                     

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Exhibit I  Universal Application Maintenance Team Agreement.

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The
Effective Date of this Exhibit shall be November 15, 2001.

|Executed by Allstate: |  | Executed by TenFold:
|--------------------- |  | --------------------
|Authorized Signature: |  |                     
|                      |  |                     
|Name:
Title:
Date:    |  |                     

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Exhibit II  TenFold Corporation Confidentiality and Nondisclosure Agreement

By virtue of this confidentiality and nondisclosure agreement (this "Agreement"),
                        
("Recipient") acknowledges that Recipient may have access to source code (the"Source Code") for the
Universal Application software owned by TenFold Corporation ("TenFold") and other information relating to the Source Code (the Source Code and the other
information relating thereto is referred to hereinafter collectively as the "Source Code Information"). Recipient acknowledges and agrees that the
Source Code Information constitutes non-public, highly confidential, and proprietary information of TenFold that includes trade secrets and copyrights. Recipient acknowledges that TenFold
has developed, compiled, and obtained the Source Code Information at great expense, that the Source Code Information is used for the competitive advantage of TenFold in its business, and that the
Source Code Information has great value to TenFold's business.

Recipient
agrees on behalf of itself and its employees, officers, directors, partners, and members to hold all the Source Code Information in strict confidence and in trust for the
benefit of TenFold. Recipient agrees on behalf of itself and its employees, officers, directors, partners, and members to not disclose any of the Source Code Information, directly or indirectly, to
any person other than TenFold or employees of Allstate Insurance Company ("Allstate") who have a direct need to know the Source Code Information in
order for Allstate to exercise its rights with respect to the Source Code pursuant to Amendment No. 7 to the Master Software Licensee and Services Agreement (the
"Allstate Agreement"), dated September 27, 1999, between TenFold and Allstate. Recipient shall not copy, translate, reproduce, publish,
summarize, or remove from Allstate's premises any of the Source Code Information. Recipient's access to the Source Code Information shall be strictly limited to performing services with respect to the
Source Code that are authorized under Amendment No. 7 to the Allstate Agreement. Recipient shall not access or use the Source Code Information for any other purpose. Upon termination of
Recipient's employment by Allstate or upon completion or termination of Recipient's performance of services related to the Source Code that are authorized under Amendment No. 7 to the Allstate
Agreement, as the case may be, Recipient shall immediately destroy or return to Allstate, at Allstate's election, all the Source Code Information that is in Recipient's possession or under Recipient's
control. Upon termination of the Allstate Agreement or Amendment No. 7 to the Allstate Agreement, Recipient shall immediately destroy or return to TenFold, at TenFold's election, all the Source
Code Information that is in Recipient's possession or under Recipient's control.

Recipient
acknowledges that failure to comply with this Agreement may irreparably harm the business of TenFold, and that TenFold shall be entitled to seek immediate equitable relief,
including injunctive relief, without the necessity of posting a bond, in addition to all other remedies available at law or in
equity for any breach of this Agreement or threatened or actual disclosure or unauthorized use of the Source Code Information.

Recipient's
obligations under this Agreement shall survive termination of this Agreement and termination of the Allstate Agreement or any amendment thereof.

This Confidentiality and Non-disclosure Agreement shall be effective on the date it is executed by Recipient.

Executed by Recipient:

|Authorized Signature: |  |  |  | 
|--------------------- |  |  |  | 
|                      |  |  |  | 
|Name (print):         |  |  |  | 
|Company Name:         |  |  |  | 
|Title:                |  |  |  | 
|Date:                 |  |  |  | 

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Knowledge Transfer        Knowledge Transfer Trainees

|Trainee Role |  | Pre-requisite qualifications |  | Location |  | UA Products Focus |  | Total Training Days
|------------ |  | ---------------------------- |  | -------- |  | ----------------- |  | -------------------
|***          |  | ***                          |  | ***      |  | ***               |  | ***                

Bootcamp Curriculum

|Week |  | Day |  | Subject
|---- |  | --- |  | -------
|***  |  | *** |  | ***    

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Universal Application Knowledge Transfer Topics

|Item |  | Description |  | Resource
requirements |  | Student role |  | Prerequisites |  | Measures of success |  | Knowledge transfer
method |  | Expected
days |  | Location
|---- |  | ----------- |  | --------------------- |  | ------------ |  | ------------- |  | ------------------- |  | ------------------------- |  | ------------- |  | --------
|***  |  | ***         |  | ***                   |  | ***          |  | ***           |  | ***                 |  | ***                       |  | ***           |  | ***     

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Knowledge Transfer Curriculum

Architect training plan

***

BrowserClient Developer training plan

***

Database Developer #1 training plan

***

Database Developer #2 training plan

***

Environmental Developer training plan

***

LogicXpress Developer training plan

***

Reporter Developer training plan

***

Server Developer training plan

***

TransactionManager Developer training plan

***

Windows Client Developer training plan

***

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Amendment No. 8 to  Master Software License and Services Agreement

I.    Amendment of Master Software License, Development and Services Agreement.

This Amendment No. 8 (this "Amendment") amends and supplements the Master Software License and Services
Agreement, dated September 27, 1999, by and between TenFold Corporation ("TenFold") and Allstate Insurance Company
("Allstate"), as amended by Amendment No. 1 to the Master Software License and Services Agreement, effective December 21, 1999, Amendment
No. 4 to the Master Software License and Services Agreement, effective August 10, 2000, Amendment No. 6 to the Master Software License and Services Agreement, effective
December 16, 2000, and Amendment No. 7 to the Master Software License and Services Agreement, effective November 15, 2001, and the Exhibits thereto (collectively, the
"Agreement"). The capitalized terms used below shall have the meaning assigned to them in the Agreement or the Exhibits thereto, unless specifically
defined in this Amendment. Any conflict between this Amendment and the Agreement shall be governed by this Amendment. The intent of this Amendment is to modify and clarify the terms agreed to by the
parties in Amendment No. 7.

II.    Newly Developed ComponentWare.

Amendment No. 7, Article III, paragraph 4 states, in part, that "For a period of *** following the Effective Date of this Amendment, TenFold
shall provide to Allstate *** new TenFold ComponentWare products for the Certified Platform which TenFold may, but is not obligated to develop during such period of time ("New
ComponentWare"), in CD-ROM format, along with documentation or other materials reasonably necessary for Allstate to use the New ComponentWare." TenFold hereby
agrees that the period described above shall be extended from *** to *** following the Effective Date of Amendment No. 7 ***. All other provisions of Amendment No. 7, Article III,
paragraph 4 shall remain unchanged and in full force and effect.

III.  TenFold Support.

The parties acknowledge that, pursuant to Amendment No. 7, Article V, Allstate has agreed to pay TenFold an annual Support Fee in the amount of ***
for each of the first two years' of maintenance and support of the Universal Application, TenFold ComponentWare and PolicyXpress. TenFold hereby agrees that it will allow Allstate to renew such
maintenance and support services for each of the third and fourth years for *** based on the prior year's Support Fee and under the same terms and conditions as contained in Amendment No. 7,
Article V. Support Fees for the third year shall be due and payable on the second anniversary of the Commencement Date. Support Fees for the fourth year shall be due and payable on the third
anniversary of the Commencement Date. Notwithstanding the foregoing, Allstate shall be under no obligation to renew maintenance and support services for either of the third or fourth years, and shall
not be required to pay a support termination penalty in the event Allstate terminates the maintenance and support services during the third and fourth year.

Allstate
agrees to pay TenFold for the support services set forth in Amendment No. 7, Article V at a rate of ***. Accordingly, for the period of January 21, 2002
through March 31, 2002, Allstate agrees that, upon execution of this Amendment, it shall immediately pay TenFold via wire transfer or immediate delivery of check to TenFold the amount of ***
Allstate shall pay TenFold in advance on or before the last day of each month. Such payments shall also be made via wire transfer or immediate delivery of check to TenFold. Accordingly, on or before
March 31, 2002, *** After June 30, 2002, Allstate shall pay support and maintenance fees as set forth in Amendment No. 7, as amended by Article III above.

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IV.  Training Fees.

The parties further acknowledge that, pursuant to Amendment No. 7, Article VIII, Allstate has agreed to provide and TenFold has agreed to train
Allstate representatives on the use and implementation of the Universal Application. The parties hereby agree to delete Article VIII Section 1(d) and Exhibit I,
Section 1(c) of Amendment No. 7. The parties agree that the training fees contemplated by those sections shall instead be paid as follows:



V. New Releases.

The parties hereby agree to delete the last sentence of Section X.12 of Amendment No. 7. The following sentence shall be added to
Section X.12 of Amendment No. 7:



VI.  Payment of Invoices.

On or before March 29, 2002, Allstate agrees to pay TenFold by immediate delivery to a designated TenFold employee, and without set off or deduction, all
outstanding invoices in the amount

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of ***. The individual invoice amounts set forth below have been adjusted for terms in this Amendment.

Invoice
Number

Amount

Description

Invoice DateALL-0202

***

***

2/26/2002CREDIT

***

***ALL-0206

***

***

2/28/2002CREDIT

***

***ALL-0214

***

***

3/25/2002ALL-0215

***

***

3/25/2002ALL-0203

***

***

2/26/2002ALL-0208

***

***

2/28/2002ALL-0207

***

***

3/1/2002ALL-0204

***

***

2/26/2002ALL-0216

***

***

3/25/2002ALL-0217

***

***

3/25/2002Total Due

***


VII. Miscellaneous.

This Amendment: (i) represents the entire agreement between the parties relating to the subject matter of this Amendment, (ii) supersedes all prior
agreements, understandings and representations relating to the subject matter of this Amendment, and (iii) may only be amended, canceled or rescinded in writing and signed by both parties.
Except for the specific amendments to the terms and conditions of the Agreement as set forth above, all terms and conditions of the Agreement remain in full force and effect.

The
Effective Date of this Amendment shall be March 25, 2002.

|Executed by Allstate:           |  | Executed by TenFold:          
|------------------------------- |  | ------------------------------
|Authorized Signature:           |  |                               
|                                |  |                               
|Name: Gregory F. Wolf           |  | Name: Jonathan E. Johnson III 
|Title: Assistant Vice President |  | Title: Chief Financial Officer
|Date: March 29, 2002            |  | Date: March 29, 2002          

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Amendment No. 9 to  Master Software License and Services Agreement

I.    Amendment of Master Software License, Development and Services Agreement.

This Amendment No. 9 (this "Amendment") amends and supplements the Master Software License and Services Agreement, dated September 27, 1999, by and
between TenFold Corporation ("TenFold") and Allstate Insurance Company ("Allstate"), as amended by Amendment No. 1 to the Master Software License and Services Agreement, effective
December 21, 1999, Amendment No. 4 to the Master Software License and Services Agreement, effective August 10, 2000, Amendment No. 6 to the Master Software License and
Services Agreement, effective December 16, 2000 ("Amendment No. 6"), Amendment No. 7 to the Master Software License and Services Agreement, effective November 15, 2001
("Amendment No. 7"), and Amendment No. 8 to the Master Software License and Services Agreement, effective March 25, 2002 ("Amendment No. 8"), and the Exhibits thereto
(collectively, the "Agreement"). The capitalized terms used below shall have the meaning assigned to them in the Agreement or the Exhibits thereto, unless specifically defined in this Amendment. Any
conflict between this Amendment and the Agreement shall be governed by this Amendment.

II.    Section V of Amendment No. 7 and Section III of Amendment No. 8 Are of No Further Force or Effect.

*** Therefore, for good and valuable consideration, the parties acknowledge and agree to delete Section V of Amendment No. 7 and Section III
of Amendment No. 8 and such provisions shall be of no further force or effect.

For
avoidance of doubt, the deletion of the aforementioned provisions means that TenFold has agreed to waive (1) the support termination penalty of *** referenced in
Section V of Amendment No. 7 and (2) the Support Fee referenced in Section V of Amendment No. 7.

This
Amendment is subject to and in consideration of the payment by Allstate of the source code update and release service fee set forth in Section IV below and the other terms
and conditions of this Amendment.

Notwithstanding
anything in the Agreement to the contrary, Allstate shall not be entitled to a refund of any fees previously paid to TenFold pursuant to either Section V of
Amendment No. 7 or Section III of Amendment No. 8.

III.  TenFold Support.

The parties acknowledge that, effective July 1, 2002, and pursuant to Allstate's written directive, TenFold shall have no obligation to provide support and
maintenance to Allstate under Amendment No. 7. Accordingly, Allstate agrees that TenFold may reallocate resources that otherwise would be dedicated to providing support and maintenance to
Allstate under Amendment No. 7 and use such resources on other projects in TenFold's sole discretion.

TenFold
will continue to provide support to Allstate's Ivantage group under the terms of Amendment No. 6.

IV.  Source Code Update and Release Service.

TenFold agrees that for a period of one (1) year from the effective date of this Amendment, TenFold will provide Allstate with source code for all standard
updates and releases, if any, to the Universal Application, TenFold ComponentWare, and PolicyXpress that TenFold generally provides to its supported customers from time to time ("Source Code Update
and Release Service"). In addition,

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such updates and releases shall include the source code documentation and release notes, which describe the changes included in the updates or releases, that are generally prepared by TenFold in
connection with such updates or releases. In consideration for this Source Code Update and Release Service, Allstate hereby agrees to pay TenFold, via wire transfer that Allstate will execute by 12:00
Noon MDT on July 30, 2002, a fee for the Source Code Update and Release Service ("Source Code Update and Release Service Fee") in the amount of *** Notwithstanding anything in the Agreement to
the contrary, the Source Code Update and Release Service Fee shall be nonrefundable.

The
parties further acknowledge and agree that the updates and releases of source code to be provided under this Amendment shall be and are hereby subject to the terms and conditions of
the Agreement, including, but not limited to, all terms and conditions regarding confidentiality and protection of TenFold source code as set forth in Amendment No. 7. Allstate shall have no
license to access,
distribute, or otherwise use such source code except as specifically set forth in Amendment No. 7 and only in connection with Allstate's servicing of its independent agent market, as described
in the Agreement ("Independent Agent Business"). For avoidance of doubt, it is the intention of the parties that materials provided by TenFold to Allstate under the Source Code Update and Release
Service shall only be used in connection with Allstate's servicing of its Independent Agent Business. Accordingly, materials provided by TenFold to Allstate under the Source Code Update and Release
Service shall be used by Allstate solely to support the internal operation and maintenance of policy rating, underwriting, and insurance product development applications for servicing its Independent
Agent Business. Allstate shall not use or copy the material provided by TenFold to Allstate under the Source Code Update and Release Service except as specifically provided in this Amendment and the
Agreement, as amended.

Allstate
shall be under no obligation to renew the Source Code Update and Release Service for subsequent years. But TenFold hereby agrees that, for a period of five (5) subsequent
years, it will allow Allstate, at Allstate's sole discretion, to renew annually such Source Code Update and Release Service by providing TenFold with advance written notice ("Notice") of Allstate's
decision to renew such Source Code Update and Release Service. The Notice shall be provided at least thirty (30) days before each anniversary of the effective date of this Amendment and shall
include a full computation of the annual renewal fee (the "Source Code Update and Release Renewal Fee") as set forth below. The Source Code Update and Release Renewal Fee shall be computed as *** on
policies that are written by or serviced by Allstate's Independent Agent Business (1) using in any way the Universal Application, TenFold ComponentWare, and/or PolicyXpress Programs, or
(2) relying in any way upon the license(s) granted to Allstate under the Agreement ("Allstate Premiums"). For the avoidance of doubt, the parties acknowledge and agree that the only portion of
the Independent Agent Business that currently relies upon the Universal Application, TenFold ComponentWare, and/or PolicyXpress Programs is the Allstate Ivantage group. The Allstate Ivantage group
currently services independent agents selling Encompass brand and Deerbrook brand insurance. The parties acknowledge that, in the future, the Allstate Ivantage group might expand its business to
include independent agents selling or servicing insurance products other than those under the Encompass and Deerbrook brands ("Expansion Independent Agents"), and the Expansion Independent Agents
might use the Universal Application, TenFold ComponentWare, and/or PolicyXpress Programs as provided in the Agreement. If such an expansion occurs and the Expansion Independent Agents use or rely upon
the aforementioned software programs in any way, then (1) the premiums generated by the Expansion Independent Agents will be considered part of Allstate Premiums and (2) Allstate has the
express right to use materials provided by TenFold to Allstate under the Source Code Update and Release Service to support the internal operation and maintenance of policy rating, underwriting, and
insurance product development applications for the Expansion Independent Agents.

Notwithstanding
the foregoing, the minimum Source Code Update and Release Renewal Fee for each subsequent year shall be ***. The Source Code Update and Release Renewal Fee for each

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subsequent year shall be nonrefundable and shall be due and payable by no later than the anniversary of the effective date of this Amendment (July 1). Allstate shall not be required to pay any
type of termination penalty or termination fee in the event Allstate terminates or does not renew the Source Code Update and Release Service.

Following
the expiration of Allstate's right to renew the Source Code Update and Release Service as set forth in the previous paragraph, the parties agree to negotiate, in good faith,
mutually agreeable terms and conditions for renewal of any future Source Code Update and Release Service requested by Allstate.

V. Miscellaneous.

This Amendment: (i) represents the entire agreement between the parties relating to the subject matter of this Amendment, (ii) supersedes all prior
agreements, understandings, and representations relating to the subject matter of this Amendment, and (iii) may only be amended, canceled, or rescinded by a writing signed by both parties.
Except for the specific amendments to the terms and conditions of the Agreement as set forth above, all terms and conditions of the Agreement, as amended, remain in full force and effect.

Nothing
in this Amendment shall be interpreted as expanding or limiting the software license rights granted by TenFold to Allstate under the Agreement.

This
Amendment may be signed in more than one counterpart and each will be considered to be an original.

The
effective date of this Amendment shall be July 1, 2002.

|Executed by Allstate: |  | Executed by TenFold:                                       
|--------------------- |  | -----------------------------------------------------------
|Authorized Signature: |  |                                                            
|                      |  |                                                            
|Name: Daniel NeCastro |  | Name: Jonathan E. Johnson III                              
|Title: Vice President |  | Title: Executive Vice President and Chief Financial Officer
|Date: July 30, 2002   |  | Date: July 30, 2002                                        

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