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Exhibit 10.5

                                 FIRST AMENDMENT

         THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of
the __15th__ day of __June_________, 2001, by and between EOP - 150 CALIFORNIA
STREET, L.L.C., a Delaware limited liability company ("Landlord"), and TENFOLD
CORPORATION, a Delaware corporation ("Tenant").

                                    RECITALS

A.       Landlord and Tenant are parties to that certain lease dated March 3,
         2000 ("Lease"). Pursuant to the Lease, Landlord has leased to Tenant
         space currently containing 77,430 rentable square feet (the "Premises")
         consisting of (i) 14,095 rentable square feet known as Suite No. 200,
         (ii) 14,105 rentable square feet known as Suite No. 300, (iii) 14,154
         rentable square feet known as Suite No. 400, (iv) 9,162 rentable square
         feet known as Suite 500, (v) 6,266 rentable square feet known as Suite
         No. 600, (vi) 9,819 rentable square feet known as Suite No. 700 and
         (vii) 9,829 rentable square feet known as Suite No. 800 on the 2nd,
         3rd, 4th, 5th, 6th, 7th, and 8th floors of the building commonly known
         as 150 California Street located at 150 California Street, San
         Francisco, California (the "Building").

B.       Tenant and Landlord mutually desire that the Lease be amended on and
         subject to the following terms and conditions.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.       Amendment.  Effective as of the date hereof (unless different effective
         ---------
         date(s) is/are specifically referenced in this Section), Landlord and
         Tenant agree that the Lease shall be amended in accordance with the
         following terms and conditions:

         A.    Deleted Provision.  Notwithstanding anything to the contrary
               contained in the Lease, Landlord and Tenant agree that (i)
               Exhibit F (Parking Agreement) of the Lease shall be
               automatically, irrevocably and without further action of any of
               the parties thereto deleted in its entirety and of no further
               force or effect, and (ii) Landlord releases and discharges Tenant
               from any further obligations under Exhibit F (Parking Agreement)
               of the Lease.

II.      Miscellaneous.
         -------------

         A.    This Amendment sets forth the entire agreement between the
               parties with respect to the matters set forth herein. There have
               been no additional oral or written representations or agreements.
               Under no circumstances shall Tenant be entitled to any Rent
               abatement, improvement allowance, leasehold improvements, or
               other work to the Premises, or any similar economic incentives
               that may have been provided Tenant in connection with entering
               into the Lease, unless specifically set forth in this Amendment.

         B.    Except as herein modified or amended, the provisions, conditions
               and terms of the Lease shall remain unchanged and in full force
               and effect.

         C.    In the case of any inconsistency between the provisions of the
               Lease and this Amendment, the provisions of this Amendment shall
               govern and control.

         D.    Submission of this Amendment by Landlord is not an offer to
               enter into this Amendment but rather is a solicitation for such
               an offer by Tenant. Neither party shall be bound by this
               Amendment until both parties have executed and delivered the same
               to the other party.

         E.    The capitalized terms used in this Amendment shall have the
               same definitions as set forth in the Lease to the extent that
               such capitalized terms are defined therein and not redefined in
               this Amendment.

         F.    Tenant hereby represents to Landlord that Tenant has dealt with
               no broker in connection with this Amendment. Tenant agrees to
               indemnify and hold Landlord,

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                    its members, principals, beneficiaries, partners, officers,
                    directors, employees, mortgagee(s) and agents, and the
                    respective principals and members of any such agents
                    (collectively, the "Landlord Related Parties") harmless from
                    all claims of any brokers claiming to have represented
                    Tenant in connection with this Amendment. Landlord hereby
                    represents to Tenant that Landlord has dealt with no broker
                    in connection with this Amendment. Landlord agrees to
                    indemnify and hold Tenant, its members, principals,
                    beneficiaries, partners, officers, directors, employees, and
                    agents, and the respective principals and members of any
                    such agents (collectively, the "Tenant Related Parties")
                    harmless from all claims of any brokers claiming to have
                    represented Landlord in connection with this Amendment.

         G.         Each signatory of this Amendment represents hereby that he
                    or she has the authority to execute and deliver the same on
                    behalf of the party hereto for which such signatory is
                    acting.


                       [SIGNATURES ARE ON FOLLOWING PAGE]

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         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.


                                     LANDLORD:

                                     EOP-150 CALIFORNIA STREET, L.L.C., a
                                           Delaware limited liability company

                                     By:  EOP Operating Limited Partnership, a
                                          Delaware limited partnership, its
                                          sole member

                                          By:  EOP Office Properties Trust, a
                                               Maryland Real Estate, investment
                                               trust, its general partnership

                                               By:    ________________________

                                               Name:  ________________________

                                               Title: ________________________


                                     TENANT:

                                     TENFOLD CORPORATION, a Delaware corporation

                                     By:    _________________________

                                     Name:  _________________________

                                     Title: _________________________

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