EXHIBIT 10.34

RESTRUCTURING AGREEMENT AND AMENDED AND RESTATED  MASTER LEASE AGREEMENT

($3,720,173.30
Current Principal Amount Equipment Lease Financing)

This
RESTRUCTURING AGREEMENT AND AMENDED AND RESTATED MASTER LEASE AGREEMENT (the "Amendment") is made effective as of January 1,
2002 (the "Effective Date"), by and betweenTENFOLD CORPORATION, a Delaware corporation formerly known
as KeyTex Corporation ("TenFold"), having its principal office at 180 West Election Road, Suite 100, Draper, Utah 84020, BANK ONE, NA, a national
banking association with its main office in Chicago, Illinois and successor by merger to Bank One, Utah, National Association,
a national banking association ("Bank One"), having a place of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail Code
AZ1-1283, Phoenix, Arizona 85004, andBANC ONE LEASING CORPORATION, an Ohio corporation
("BOLC"), having a place of business at 1111 Polaris Parkway, Suite A-3, Columbus, Ohio 43240.

RECITALS:

A.    Reference
is made to that certain Modification and Forbearance Agreement, dated effective as of February 23, 2001, as amended by (i) that certain First
Amendment to Modification and Forbearance Agreement, dated effective as of April 2, 2001 and (ii) that certain Agreement Regarding Waiver of
Event of Default and Second Amendment to Modification and Forbearance Agreement dated effective as of November 28, 2001 (collectively, as amended, the "Forbearance
Agreement"), by and between TenFold, Bank One and BOLC. A copy of the Forbearance Agreement is attached hereto as Exhibit A. Reference is further made to the Loans and Loan
Documents as defined and described in such Forbearance Agreement and to each
constituent credit facility and agreement comprising the Loans and Loan Documents, as more particularly defined and described in the Forbearance Agreement. All capitalized terms used herein without
definition shall have the meanings given to such terms in the Forbearance Agreement or the Loan Documents.

B.    Reference
is further made to that certain letter from Bank One and BOLC to TenFold dated October 10, 2001, as amended by that certain letter from Bank One and BOLC
to TenFold dated October 17, 2001 (collectively, as amended, the "Letter") with respect to certain payment obligations under the Loans and more
particularly under the Equipment Lease Documents. A copy of the Letter is attached hereto asExhibit B.

C.    As
of the date this Agreement is executed and delivered, the advanced and outstanding balance of the RLC Loan is zero and all Letters of Credit issued pursuant to the RLC
Loan Documents and the Letter of Credit Agreements have been canceled. In connection with such cancellation and at the written request of TenFold, Bank One transferred all cash collateral held by Bank
One as security for TenFold's contingent reimbursement and repayment obligations under the Letter of Credit Agreements and RLC Loan Documents to Zions First National Bank.

D.    As
of the date this Agreement is executed and delivered, the advanced and outstanding balance of the Term Loan is Fifty Thousand Five Hundred Fifty Five and 45/100
Dollars ($50,555,45). All other amounts owing under the terms of the Term Loan Documents have been paid in full. Concurrently with the execution and delivery of this Agreement, TenFold will repay the
remaining Fifty Thousand Five Hundred Fifty Five and 45/100 Dollars ($50,555,45) balance.

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E.    As
of the Effective Date, the outstanding and unpaid principal balance of the Equipment Leases wasThree Million Seven Hundred Twenty Thousand One
Hundred Seventy-three and 30/100 Dollars($3,720,173.30).

F.    In
accordance with the requirements of Section 4 of the Forbearance Agreement, each of the Loans is cross-collateralized such that the obligations of TenFold under
the various Loans and Loan Documents are secured by and under, respectively, the collateral subject to any of the Loan Documents.

G.    As
partially described in the Letter, TenFold is currently in arrears in its monthly payments required under the terms of the Equipment Lease Documents, which payment
failures constitute Events of
Default under the Master Lease Agreement and the other Equipment Lease Documents. In accordance with Section 3 of the Forbearance Agreement, such Events of Default under the Equipment Lease
Documents constitute an Event of Default under each of the Loans and Loan Documents and terminates the forbearance under the Forbearance Agreement.

H.    In
light of TenFold's repayment and performance in full of its payment obligations under the RLC Loan and Term Loan, TenFold has now requested that Bank One and BOLC
agree to (i) waive any current Events of Default under the Loan Documents, (ii) acknowledge and agree that except for the various assignments, security agreements and other collateral
security documents and any other provisions of the RLC Loan Documents and Term Loan Documents pertaining to the collateral for the Loans (the "Security Provisions and
Documents"), the RLC Loan Documents and the Term Loan Documents are paid and performed in full and are terminated, including any financial covenants therein, and
(iii) restructure TenFold's payment obligations under, and the maturity date of, the Equipment Lease Documents.

I.    As
an accommodation to TenFold, Bank One and BOLC are willing to agree to the foregoing requests, all upon the terms and conditions hereof.

AGREEMENT:

For good and valuable consideration, including the agreements, waivers and covenants of the parties contained herein, the receipt and sufficiency of which are
hereby acknowledged, TenFold, BOLC and Bank One agree as follows:

1.Incorporation of Documents, Effect of Recitals.The provisions of the Forbearance Agreement and Letter,
including any recitals thereto, are incorporated herein in their entirety and made a part hereof. TenFold hereby acknowledges the accuracy of the Recitals hereto and thereto.

2.Payment and Performance of Revolving Loan and Term Loan.Bank One acknowledges that as of the Effective Date,
Borrower's obligations under the Term Loan Documents and RLC Loan Documents are paid or discharged in full. Except for the Security Provisions and Documents, the Term Loan Documents and the RLC Loan
Documents are hereby terminated, including the financial covenants contained therein which are of no further force and effect.. The Security Provisions and Documents, including, without limitation,
the RLC Security Agreements and the Equipment Lease Security Agreement shall continue in full force and effect and shall constitute a valid, first priority lien and security interest in and to the
collateral described therein, securing TenFold's obligations under the Equipment Lease Documents. As used in the remainder of the this Agreement, "Loan Documents" shall mean the surviving Loan
Documents and provisions thereof which remain in full force and effect after giving effect to thisSection 2.

3.Amendment and Restatement of Certain Equipment Lease Documents.



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Aggregate Principal Amount Repaid
After the Effective Date

Interest RateLess than $498,045.83

12 percent per annumAt least $498,045.83 but less than $1,238,679.37

11 percent per annumAt least $1,238,679.37 but less than $2,266,981.09

10 percent per annum$2,266,981.09 or greater

9 percent per annum




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Payment Date Occurring

Payment AmountJanuary through June 2002

$
118,158.27July through December 2002

$
150,176.40January through June 2003

$
188,526.81July through December 2003

$
248,596.00




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4.Payments to Be Made on the Date Hereof.On the date hereof, TenFold shall pay to BOLC and/or Bank One, in
additional to all other amounts which may be due and payable in accordance herewith:



5.Waiver of Current Events of Default under Loan Documents.



6.Conforming Modifications; References.Each of the Loan Documents is modified to be consistent herewith and to
provide that it shall be a default or an Event of Default thereunder if TenFold shall fail to comply with any of the covenants or agreements of TenFold herein or if any representation or warranty by
TenFold is materially incomplete, incorrect, or misleading as of the date hereof. Each reference in the Loan Documents to any of the Loan Documents shall be a reference to such document as modified
herein.

7.Ratification of Loan Documents and Collateral.The Loan Documents, as modified by this Amendment, are
ratified and affirmed by all parties thereto and shall remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security in the Loan Documents
shall remain as security for each of the Loans and the obligations of TenFold under the Loan Documents.

8.TenFold Representations and Warranties.TenFold represents and warrants to Bank One and BOLC that:



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9.TenFold Covenants.TenFold covenants with Bank One and BOLC that:



10.Execution and Delivery of Amendment by Bank One and BOLC.Neither Bank One nor BOLC shall be bound by this
Amendment until (a) Bank One, BOLC and TenFold have each executed and delivered this Amendment and (b) TenFold has performed all of the obligations of the TenFold under this Amendment to
be performed contemporaneously with the execution and delivery of this Amendment, including, without limitation, the payment of the fees and other amounts required under Section 4hereof.

11.Integration, Change, Discharge, Termination, or Waiver.The Loan Documents as modified herein, contain the
complete understanding and agreement of TenFold, BOLC and Bank One in respect of the Loans and the other matters described herein and supersede all prior representations, warranties, agreements,
arrangements, understandings, and negotiations. No provision hereof or of the Loan Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing
signed by the parties thereto.

12.Binding Effect.The Loan Documents as modified herein shall be binding upon and shall inure to the benefit
of TenFold, BOLC and Bank One and their successors and assigns and the executors, legal administrators, personal representatives, heirs, devisees, and beneficiaries; provided, however, TenFold may not
assign any of its rights or delegate any of its obligations under the Loan Documents, without the Bank's written consent.

13.Choice of Law.This Amendment shall be governed by and construed in accordance with the laws of the State of
Ohio, without giving effect to conflicts of law principles.

14.Counterpart Execution.This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to
physically form one document. Receipt by a party of an executed copy of this Amendment by facsimile shall constitute conclusive evidence of execution and delivery of the Amendment by the signatory
thereto.

15.Expenses.TenFold shall pay all reasonable out-of-pocket expenses incurred by Bank
One or BOLC in connection with the preparation, negotiation, execution, delivery and enforcement of this Amendment, including, without limitation, the reasonable fees and disbursements of Bank One's
and BOLC's outside counsel. This Section 15 shall survive the termination of the Amendment or the Loan Documents.

[Remainder
of Page Intentionally Left Blank]

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IN
WITNESS WHEREOF, Bank One, BOLC and TenFold have executed this Amendment as of the date first written above.

| |  | TENFOLD CORPORATIONa Delaware corporation                                                                                                            
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                  
| |  | Name:                                                                                                                                                
| |  | Title:                                                                                                                                               
| |  |                                                                                                                                                      
| |  | BANK ONE, NA,a national banking association with its main office in Chicago, Illinois and successor by merger to Bank One, Utah, National Association
| |  | By:                                                                                                                                                  
| |  | Name:                                                                                                                                                
| |  | Title:                                                                                                                                               
| |  |                                                                                                                                                      
| |  | BANC ONE LEASING CORPORATIONan Ohio corporation                                                                                                      
| |  | By:                                                                                                                                                  
| |  | Name:                                                                                                                                                
| |  | Title:                                                                                                                                               
| |  |                                                                                                                                                      

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Exhibit A
Forbearance Agreement

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MODIFICATION AND FORBEARANCE AGREEMENT($3,500,000.00 Term Loan, $15,000,000.00 Revolving Line of Credit and
$6,173,596.42 Equipment Lease Financing)

ThisMODIFICATION AND FORBEARANCE AGREEMENT(the "Modification") is made as of
February 23, 2001, by and betweenTENFOLD CORPORATION, a Delaware corporation formerly known as KeyTex Corporation
("Borrower"), having its principal office at 180 West Election Road, Suite 100, Draper, Utah 84020,BANK ONE,
UTAH,NATIONAL ASSOCIATION,a national banking association ("Lender"), having a
place of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail Code AZ1-1283, Phoenix, Arizona 85004, andBANC ONE LEASING
CORPORATION("BOLC"), having a place of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail Code
AZ1-1283, Phoenix, Arizona 85004.

RECITALS:

A.    Lender
previously extended to Borrower a revolving line of credit in the original maximum principal amount of Five Million and No/100 Dollars ($5,000,000.00)
(subsequently increased to $15,000,000.00) (the "RLC Loan") pursuant to a Revolving Line of Credit Agreement, dated January 18, 1999 (as amended
and modified from time to time, the "RLC Loan Agreement"), and evidenced by a Promissory Note, dated January 18, 1999 (as amended and modified
from time to time, the "RLC Note"). The RLC Loan Agreement was subsequently modified pursuant to each of (i) that certain First Modification,
dated December 29, 1999, (ii) that certain Second Modification, dated April 26, 2000, (iii) that certain Third Modification, dated as of September 7, 2000, and
(iv) that certain Modification dated September 7, 2000 executed in connection with the issuance of the Letter of Credit (as defined below) dated June 26, 2000. The Note was
subsequently amended by a Note Modification, dated December 29, 1999.

B.    Pursuant
to a Security Agreement, dated January 18, 1999, and Intellectual Property Security Agreement, dated January 18, 1999, as amended by that certain
First Modification Agreement to Intellectual Property Security Agreement, dated January 6, 2000 (as amended from time to time, the "IP Security
Agreement") (collectively, as amended from time to time, the "RLC Security Agreements"), Borrower has granted to Lender a
present, continuing security interest in, lien upon and right of setoff against the assets and properties of Borrower to secure the RLC Loan.

C.    Pursuant
to the terms of the RLC Loan, Borrower applied for and Lender issued three irrevocable standby letters of credit in the aggregate stated amount of $5,547,425.00
(collectively, as amended from time to time, the "Letters of Credit") pursuant to the terms of the RLC Loan Agreement and their respective Application
and Agreement for Irrevocable Standby Letter of Credit (collectively, as more particularly described below and as amended from time to time, the "Letter of Credit
Agreements"). The Letters of Credit include the following: (i) that certain Letter of Credit issued pursuant to a Letter of Credit Agreement dated April 25, 2000
in the stated amount of $3,000,000.000 to EOP-150 California Street, L.L.C., as beneficiary, (ii) that certain Letter of Credit issued pursuant to a Letter of Credit Agreement dated
September 7, 2000 in the stated amount of $2,000,000.00 to American Home Assurance Company, as beneficiary, and (iii) that certain Letter of Credit issued pursuant to a Letter of Credit
Agreement dated June 26, 2000, in the stated amount of $547,425.00 to 200 South Wacker Drive LLC, as beneficiary, as modified by that certain Modification Agreement, dated September 7,
2000.

D.    The
RLC Loan Agreement, RLC Note, RLC Security Agreements, Letter of Credit Agreements, all Uniform Commercial Code Financing Statements and all other agreements,
documents, and instruments governing, evidencing, securing, or otherwise relating to the RLC Loan, as modified in this Modification are sometimes referred to herein individually and collectively as
the "RLC Loan Documents."

E.    Lender
also previously extended to Borrower a term loan in the maximum principal amount of Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00)
("Term Loan") pursuant

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to a Term Loan Agreement, dated April 26, 2000 (as amended and modified from time to time, the "Term Loan Agreement"), and evidenced by a
Promissory Note, dated April 26, 2000 (as amended and modified from time to time, the "Term Note"). The Term Loan is secured by that certain Deed
of Trust, Assignment of Rents, Security Agreement and Financing Statement (Tenfold Corporation), dated April 26, 2000 (as amended from time to time, the "Term Deed of
Trust"), as recorded in the real property records of Marin County, California on April 28, 2000 as Instrument No 2000-0021881, which Term Deed of Trust
constitutes a first priority lien on that certain real property located in San Rafael, Marin County, California and more particularly described in Exhibit A to the Term Deed of Trust
("Term Loan Property").

F.    The
Term Loan Agreement, the Term Note, the Term Deed of Trust, all Uniform Commercial Code Financing Statements and all other agreements, documents, and instruments
governing, evidencing, securing, or otherwise relating to the Term Loan, as modified in this Modification are sometimes referred to herein individually and collectively as the
"Term Loan Documents."

G.    BOLC,
an affiliate of Secured Party, has extended certain equipment lease financing to Debtor in the original aggregate amount of approximately Six Million One Hundred
Seventy-Three Thousand Five Hundred Ninety-Six and 42/100 Dollars ($6,173,596.42), pursuant to that certain Master Lease Agreement, dated November 23, 1998 and certain lease
schedules issued pursuant thereto with respect to the lease of specific equipment, as executed by Borrower and BOLC (collectively, as amended from time to time, the "Equipment
Leases"). The Borrower's obligations under the Equipment Leases are secured by that certain Security Agreement, dated November 23, 1998 (as amended from time to time,
the "Equipment Lease Security Agreement.").

H.    The
Master Lease Agreement, the Equipment Lease Security Agreement, the Equipment Leases and all other documents or instruments evidencing, governing, securing or
otherwise relating to the Equipment Leases, as modified in this Modification are referred to herein as the "Equipment Lease Documents."

I.    On
October 27, 2000, Borrower and Lender entered into that certain Agreement to Provide Collateral (as amended from time to time, the
"Collateral Agreement") with regard to the RLC Loan, wherein (i) Lender agreed to temporarily waive the required financial covenants appearing in
Section 6.14 of the RLC Loan Agreement until the earlier to occur of (A) November 15, 2000, or (B) the occurrence of an Event of Default other than under
Section 6.14 of the RLC Loan Agreement, and (ii) Borrower agreed to provide cash collateral to Lender to secure Borrower's obligations under all Letter of Credit Agreements or to cause
all Letters of Credit to be replaced by another financial institution and returned to Lender, in either case, by November 15, 2000. To date, Lender has not received such cash collateral or
replacement of the Letters of Credit, and in accordance with the terms of the Collateral Agreement, Lender's temporary waiver of Borrower's compliance with the covenants contained in
Section 6.14 of the RLC Loan Agreement lapsed and such covenants continue in full force and effect and are binding against Borrower. Borrower and Lender acknowledge that such failures by
Borrower permit Lender to declare an Event of Default under the RLC Loan Documents, but that to date, Lender has not done so.

J.    On
January 10, 2001, Borrower and Lender entered into an agreement ("Lien Agreement") whereby Borrower agreed to
allow the present, continuing security interest in, lien upon and right of setoff against, the assets and properties of Borrower which was previously granted to Lender under the RLC Loan Documents, to
attach and be effective upon the date thereof notwithstanding the fact that Lender did not declare an Event of Default under any of the RLC Loan Documents as previously required under the terms of the
RLC Security Agreements. Pursuant to the RLC Security Agreements and the Lien Agreement, such lien and/or security interest has attached to such assets and properties of Borrower and has been
perfected by the filing of certain Uniform Commercial Code Financing Statements in various jurisdictions and the recordation of the Intellectual Property Security Agreement,

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as amended, in the records of the United States Patent and Trademark Office on January 17, 2001, reel/frame 002176/0349 and 011239/0440.

K.    Borrower
has now requested that Lender agree to (i) reinstate and continue its temporary waiver of Borrower's compliance with the financial covenants contained in
Section 6.14 of the RLC Loan
Agreement, and as similarly required by Article VII of the Term Loan Agreement, (ii) temporarily waive the requirement of Section 2 of the Collateral Agreement to provide full
cash collateral to Lender to secure Borrower's obligations under all Letter of Credit Agreements or to cause all Letters of Credit to be replaced by another financial institution and returned to
Lender, (iii) temporarily waive the requirement (iv) temporarily forbear the exercise of its remedies with regard to Borrower's failure to comply with the foregoing financial and cash
collateral requirements, and (v) temporarily waive the requirement of Section 6.15 of the RLC Loan Agreement requiring Borrower to maintain its primary checking, demand deposit, savings,
clearing accounts and other depository accounts with Lender.

L.    Lender
is willing to do so upon the terms and conditions of this Modification, including, among other things, (i) the agreement of Borrower to deposit with Lender
up to $3,500,000 in cash collateral at the times and in the amounts provided herein, to be placed into a "Bank One Restricted Cash Account" to act as partial cash collateral for the obligations of
Borrower to Lender under the Letter of Credit Agreements and all other obligations of Borrower to Lender or BOLC, and (ii) that all collateral securing any of the RLC Loan, Term Loan or
Equipment Leases be further pledged by Borrower as collateral to secure all obligations of Borrower to Lender or BOLC, it being the intent of the parties to cross collateralize all such obligations.

M.  The
RLC Loan Documents, the Term Loan Documents, the Equipment Lease Documents the Collateral Agreement, the Lien Agreement, the Letter of Credit Agreements, and all
other documents and instruments governing, evidencing, securing or otherwise related to the RLC Loan, Term Loan, Letters of Credit or Equipment Leases are referred to herein as the
"Loan Documents." The RLC Loan, the Term Loan, the Equipment Leases, the Letters of Credit and all other credit or financing facilities extended by
Lender, BOLC or an affiliate of Lender or BOLC, to Borrower, are referred to herein collectively as the "Loans."

AGREEMENT:

For good and valuable consideration, including the agreements, waivers and covenants of the parties contained herein, the receipt and sufficiency of which are
hereby acknowledged, Borrower, BOLC and Lender agree as follows:

1.Recitals.    Borrower hereby acknowledges the accuracy of the Recitals which are incorporated herein by
reference.

2.Limited Waiver of Defaults; Forbear of Remedies; Exercise of Future Remedies; and Release of Liens and Security
Interests.



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3.Cross-Default.    Borrower, BOLC and Lender agree that, from the date hereof, all of the Loans shall be
cross-defaulted one with the other such that upon the occurrence of a default or an event of default under any of the Loans in accordance with the terms of the Loan Documents relating to such Loans,
such default or event of default shall constitute a default or event of default under all of the Loans and Lender an/or BOLC shall have the right to immediately accelerate all of the Loans and enforce
their remedies under any or all of the Loans and Loan Documents.

4.Cross-Collateralization.    Borrower, BOLC and Lender agree to cross-collateralize the Loans such that
collateral for one of the Loans shall, from the date hereof, constitute collateral for all of the Loans. To effectuate the foregoing, Borrower and Lender agree to amend the RLC Security Agreements,
the Equipment Lease Security Agreement, the Term Deed of Trust, and all other instruments or documents that grant Lender or BOLC a line or security interest in and to the assets or properties of
Borrower as security for one or more of the Loans ("Security Documents"). Copies of the forms of amendments to such Security Documents are attached
hereto asExhibit A, and Borrower agrees to execute and deliver the same as a condition precedent to the effectiveness hereof.

5.Cash Collateral.    As a condition to the effectiveness of Lender's and BOLC's waivers and agreements hereunder,
Borrower agrees to make the following deposits of immediately available cash funds into a "Bank One Restricted Cash Account" established with Lender (the "Cash Collateral
Account") subject to the terms of that certain Cash Collateral Agreement, dated of even date herewith ("Cash Collateral
Agreement"), a copy of which is attached hereto asExhibit B: Such funds shall act as collateral security for all
obligations of Borrower under the Loan Documents to each of Lender and BOLC.



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6.Additional Financial Reporting.    In addition to any financial or other reporting required of Borrower under
the Loan Documents, Borrower agrees to provide the following to Lender and BOLC:



7.Conforming Modifications; Consent of Lender.    Each of the Loan Documents is hereby modified to the extent
required to be consistent with the terms hereof. Lender hereby consents and agrees to the foregoing modifications to the Loan Documents.

8.Fees.    Borrower agrees to pay to Lender and BOLC, upon the date hereof, all of the costs and expenses incurred
by Lender or BOLC in connection with the preparation of this Modification, and the other documents related thereto (including, without limitation, Lender's legal fees in connection with the
Modification and other matters related hereto), title, financing statement search

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fees, recording, processing and closing fees, and any other amounts incurred by Lender, together with a letter of credit renewal fee in the amount of $37,500.00 and a modification and forbearance fee
in the amount of $12,500.00 Borrower acknowledges that such fees are fully earned by Lender and non-refundable upon payment.

9.Ratification of Loan Documents and Collateral.    The Loan Documents, as modified by this Modification, are
ratified and affirmed by Borrower and shall remain in full force and effect as
modified herein. Any property or rights to or interests in property granted as security in the Loan Documents shall remain as security for each of the Loans and the obligations of Borrower under the
Loan Documents.

10.Borrower Representations and Warranties.    Borrower represents and warrants to Lender and BOLC that:



11.Borrower Covenants.    Borrower covenants with Lender and BOLC that:



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12.Execution and Delivery of Modification by Lender.    Neither Lender nor BOLC shall be bound by this
Modification until (a) Lender, BOLC and Borrower have each executed and delivered this Modification and (b) Borrower has performed all of the obligations of the Borrower under this
Modification to be performed contemporaneously with the execution and delivery of this Modification, including, without limitation, the payment of the fees required under Section 8, the deposit
of cash as required under Section 6 and the execution of the documents, instruments and agreements required under Section 4 hereof.

13.Integration, Change, Discharge, Termination, or Waiver.    The Loan Documents as modified herein, together with
documents, instruments and agreements required under Section 4 hereof, contain the complete understanding and agreement of Borrower, BOLC and Lender in respect of the Loans and the other
matters described herein and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations. No provision of the Loan Documents as modified herein may be
changed, discharged, supplemented, terminated, or waived except in a writing signed by the parties thereto.

14.Binding Effect.    The Loan Documents as modified herein shall be binding upon and shall inure to the benefit
of Borrower, BOLC and Lender and their successors and assigns and the executors, legal administrators, personal representatives, heirs, devisees, and beneficiaries; provided, however, Borrower may not
assign any of its rights or delegate any of its obligations under the Loan Documents, and any purported assignment or delegation shall be void.

15.Choice of Law.    This Modification shall be governed by and construed in accordance with the laws of the State
of Utah, without giving effect to conflicts of law principles.

16.Counterpart Execution.    This Modification may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Modification to
physically form one document. Receipt by Lender and BOLC of an executed copy of this Modification by facsimile shall constitute conclusive evidence of execution and delivery of the Modification by the
signatory thereto.

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IN
WITNESS WHEREOF, Lender, BOLC and Borrower have executed this Modification as of the date first written above.

| |  | TENFOLD CORPORATIONa Delaware corporation                         
| |  | ------------------------------------------------------------------
| |  | By:                                                               
| |  | Name:                                                             
| |  | Title:                                                            
| |  |                                                                   
| |  | BANK ONE, UTAH, NATIONAL ASSOCIATIONa national banking association
| |  | By:                                                               
| |  | Name:                                                             
| |  | Title:                                                            
| |  |                                                                   
| |  | BANC ONE LEASING CORPORATION                                      
| |  | By:                                                               
| |  | Name:                                                             
| |  | Title:                                                            
| |  |                                                                   

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EXHIBIT A    DOCUMENTS TO AMEND COLLATERAL DOCUMENTS

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EXHIBIT B    CASH COLLATERAL AGREEMENT

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EXHIBIT C    EXCESS CASH BALANCE

"Excess Cash Balance" means as of any date, the greater of (i) zero dollars ($0.00) and
(ii) Borrower's CashlessEight Million Five Hundred Thousand and No/100 Dollars ($8,500,000.00)

As
used in determining Excess Cash Balance, the following terms shall have the following meanings:

"Cash" means (i) the aggregate balance of Borrower's cash and Cash Equivalent Investments as of the close of business on Friday of
each calendar week,less(ii) Borrower's "restricted cash" as determined in a manner consistent with generally accepted accounting principles and
the manner in which Borrower has historically classified and presented "restricted cash" on its balance sheet, andless(ii) all of Borrower's
outstanding checks and drafts in the process of collection.

"Borrower" means, on a consolidated basis, Borrower and all subsidiaries, parents and affiliates which for federal income tax purposes,
file a consolidated tax return.

"Cash Equivalent Investments" shall mean (a) short-term obligations of, or fully guaranteed by, the United States of
America, (b) commercial paper, (c) demand deposit accounts and other bank accounts or deposits, and (d) certificates of deposit issued by and time deposits with commercial banks
(whether domestic or foreign), (e) securities or other investments which are sold on a regularly recognized market and (f) any other form of liquidity equivalent to cash.

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FIRST AMENDMENT TO
MODIFICATION AND FORBEARANCE AGREEMENT($3,500,000.00 Term Loan, $15,000,000.00 Revolving Line of Credit and
$6,173,596.42 Equipment Lease Financing)

ThisFIRST AMENDMENT TO MODIFICATION AND FORBEARANCE AGREEMENT(the "Amendment") is made
as of April 2, 2001, by and betweenTENFOLD CORPORATION, a Delaware corporation formerly known as KeyTex Corporation
("Borrower"), having its principal office at 180 West Election Road, Suite 100, Draper, Utah 84020,BANK ONE,
UTAH,NATIONAL ASSOCIATION,a national banking association ("Lender"), having a
place of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail Code AZ1[cad220]1283, Phoenix, Arizona 85004, andBANC ONE
LEASING CORPORATION("BOLC"), having a place of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail
Code AZ1[cad220]1283, Phoenix, Arizona 85004.

RECITALS:

A.    Lender
previously extended to Borrower a revolving line of credit in the original maximum principal amount of Five Million and No/100 Dollars ($5,000,000.00)
(subsequently increased to $15,000,000.00) (the "RLC Loan") pursuant to a Revolving Line of Credit Agreement, dated January 18, 1999 (as amended
and modified from time to time, the "RLC Loan Agreement"), and evidenced by a Promissory Note, dated January 18, 1999 (as amended and modified
from time to time, the "RLC Note"). The RLC Loan Agreement was subsequently modified pursuant to each of (i) that certain First Modification,
dated December 29, 1999, (ii) that certain Second Modification, dated April 26, 2000, (iii) that certain Third Modification, dated as of September 7, 2000, and
(iv) that certain Modification dated September 7, 2000 executed in connection with the issuance of the Letter of Credit (as defined below) dated June 26, 2000. The Note was
subsequently amended by a Note Modification, dated December 29, 1999.

B.    Pursuant
to a Security Agreement, dated January 18, 1999, and Intellectual Property Security Agreement, dated January 18, 1999, as amended by that certain
First Modification Agreement to Intellectual Property Security Agreement, dated January 6, 2000 (as amended from time to time, the "IP Security
Agreement") (collectively, as amended from time to time, the "RLC Security Agreements"), Borrower has granted to Lender a
present, continuing security interest in, lien upon and right of setoff against the assets and properties of Borrower to secure the RLC Loan.

C.    Pursuant
to the terms of the RLC Loan, Borrower applied for and Lender issued three irrevocable standby letters of credit in the aggregate stated amount of $5,547,425.00
(collectively, as amended from time to time, the "Letters of Credit") pursuant to the terms of the RLC Loan Agreement and their respective Application
and Agreement for Irrevocable Standby Letter of Credit (collectively, as more particularly described below and as amended from time to time, the "Letter of Credit
Agreements"). The Letters of Credit include the following: (i) that certain Letter of Credit issued pursuant to a Letter of Credit Agreement dated April 25, 2000
in the stated amount of $3,000,000.000 to EOP-150 California Street, L.L.C., as beneficiary, (ii) that certain Letter of Credit issued pursuant to a Letter of Credit Agreement dated
September 7, 2000 in the stated amount of $2,000,000.00 to American Home Assurance Company, as beneficiary, and (iii) that certain Letter of Credit issued pursuant to a Letter of Credit
Agreement dated June 26, 2000, in the stated amount of $547,425.00 to 200 South Wacker Drive LLC, as beneficiary, as modified by that certain Modification Agreement, dated September 7,
2000.

D.    The
RLC Loan Agreement, RLC Note, RLC Security Agreements, Letter of Credit Agreements, all Uniform Commercial Code Financing Statements and all other agreements,
documents, and instruments governing, evidencing, securing, or otherwise relating to the RLC Loan, as modified in this Amendment are sometimes referred to herein individually and collectively as the
"RLC Loan Documents."

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E.    Lender
also previously extended to Borrower a term loan in the maximum principal amount of Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00)
("Term Loan") pursuant to a Term Loan Agreement, dated April 26, 2000 (as amended and modified from time to time, the
"Term Loan Agreement"), and evidenced by a Promissory Note, dated April 26, 2000 (as amended and modified from time to time, the
"Term Note"). The Term Loan is secured by that certain Deed of Trust, Assignment of Rents, Security A greement and Financing Statement (Tenfold
Corporation), dated April 26, 2000 (as amended from time to time, the "Term Deed of Trust"), as recorded in the real property records of Marin
County, California on April 28, 2000 as Instrument No 2000[cad220]0021881, which Term Deed of Trust constitutes a first priority lien on that certain real property
located in San Rafael, Marin County, California and more particularly described in Exhibit A to the Term Deed of Trust ("Term Loan Property").

F.    The
Term Loan Agreement, the Term Note, the Term Deed of Trust, all Uniform Commercial Code Financing Statements and all other agreements, documents, and instruments
governing, evidencing, securing, or otherwise relating to the Term Loan, as modified in this Amendment are sometimes referred to herein individually and collectively as the
"Term Loan Documents."

G.    BOLC,
an affiliate of Secured Party, has extended certain equipment lease financing to Debtor in the original aggregate amount of approximately Six Million One Hundred
Seventy-Three Thousand Five Hundred Ninety-Six and 42/100 Dollars ($6,173,596.42), pursuant to that certain Master Lease Agreement, dated November 23, 1998 and certain lease
schedules issued pursuant thereto with respect to the lease of specific equipment, as executed by Borrower and BOLC (collectively, as amended from time to time, the "Equipment
Leases"). The Borrower's obligations under the Equipment Leases are secured by that certain Security Agreement, dated November 23, 1998 (as amended from time to time,
the "Equipment Lease Security Agreement.").

H.    The
Master Lease Agreement, the Equipment Lease Security Agreement, the Equipment Leases and all other documents or instruments evidencing, governing, securing or
otherwise relating to the Equipment Leases, as modified in this Amendment are referred to herein as the "Equipment Lease Documents."

I.    On
October 27, 2000, Borrower and Lender entered into that certain Agreement to Provide Collateral (as amended from time to time, the
"Collateral Agreement") with regard to the RLC Loan, wherein (i) Lender agreed to temporarily waive the required financial covenants appearing in
Section 6.14 of the RLC Loan Agreement until the earlier to occur of (A) November 15, 2000, or (B) the occurrence of an Event of Default other than under
Section 6.14 of the RLC Loan Agreement, and (ii) Borrower agreed to provide cash collateral to Lender to secure Borrower's obligations under all Letter of Credit Agreements or to cause
all Letters of Credit to be replaced by another financial institution and returned to Lender, in either case, by November 15, 2000. To date, Lender has not received such cash collateral or
replacement of the Letters of Credit, and in accordance with the terms of the Collateral Agreement, Lender's temporary waiver of Borrower's compliance with the covenants contained in
Section 6.14 of the RLC Loan Agreement lapsed and such covenants continue in full force and effect and are binding against Borrower. Borrower and Lender acknowledge that such failures by
Borrower permit Lender to declare an Event of Default under the RLC Loan Documents, but that to date, Lender has not done so.

J.    On
January 10, 2001, Borrower and Lender entered into an agreement ("Lien Agreement") whereby Borrower agreed to
allow the present, continuing security interest in, lien upon and right of setoff against, the assets and properties of Borrower which was previously granted to Lender under the RLC Loan Documents, to
attach and be effective upon the date thereof notwithstanding the fact that Lender did not declare an Event of Default under any of the RLC Loan Documents as previously required under the terms of the
RLC Security Agreements. Pursuant to the RLC Security Agreements and the Lien Agreement, such lien and/or security interest has attached to such assets and properties of

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Borrower and has been perfected by the filing of certain Uniform Commercial Code Financing Statements in various jurisdictions and the recordation of the Intellectual Property Security Agreement, as
amended, in the records of the United States Patent and Trademark Office on January 17, 2001, reel/frame 002176/0349 and 011239/0440.

K.    On
February 23, 2001, Borrower and Lender entered into a Modification and Forbearance Agreement ("Forbearance
Agreement"), whereby Lender agreed, among other things, to (i) reinstate and continue
its temporary waiver of Borrower's compliance with the financial covenants contained in Section 6.14 of the RLC Loan Agreement, and as similarly required by Article VII of the Term Loan
Agreement, (ii) temporarily waive the requirement of Section 2 of the Collateral Agreement to provide full cash collateral to Lender to secure Borrower's obligations under all Letter of
Credit Agreements or to cause all Letters of Credit to be replaced by another financial institution and returned to Lender, (iii) temporarily forbear the exercise of its remedies with regard to
Borrower's failure to comply with the foregoing financial and cash collateral requirements, and (iv) temporarily waive the requirement of Section 6.15 of the RLC Loan Agreement requiring
Borrower to maintain its primary checking, demand deposit, savings, clearing accounts and other depository accounts with Lender.

L.    Pursuant
to Section 5 of the Forbearance Agreement and certain documents described therein, Borrower agreed (i) to deposit with Lender up to $3,500,000.00
in cash collateral at the times and in the amounts provided therein, to be placed into a "Bank One Restricted Cash Account" to act as partial cash collateral for the obligations of Borrower to Lender
under the Letter of Credit Agreements and all other obligations of Borrower to Lender or BOLC, and (ii) that all collateral securing any of the RLC Loan, Term Loan or Equipment Leases shall
secure all obligations of Borrower to Lender or BOLC, it being the intent of the parties to cross collateralize all such obligations.

M.  As
of the date hereof, Borrower has deposited the $3,500,000.00 in cash collateral with Lender as required by Section 5 of the Forbearance Agreement, and based
thereon Borrower has requested that Lender agree to (i) extend its waivers contained in Section 2 of the Forbearance Agreementuntilthe
earlier to occur of (1) January 1, 2002 or (2) the occurrence of any default by Borrower hereunder or any Default or Event of Default under any of the Loan Documents and
(ii) to delete the requirement of Section 5(a) of the Forbearance Agreement requiring Borrower to provide Lender with a weekly report detailing its "Excess Cash Balance." Lender is
willing to do so on the terms and conditions contained herein.

N.    The
RLC Loan Documents, the Term Loan Documents, the Equipment Lease Documents the Collateral Agreement, the Lien Agreement, the Letter of Credit Agreements, the
Forbearance Agreement, and all other documents and instruments governing, evidencing, securing or otherwise related to the RLC Loan, Term Loan, Letters of Credit or Equipment Leases are referred to
herein as the "Loan Documents." The RLC Loan, the Term Loan, the Equipment Leases, the Letters of Credit and all other credit or financing facilities
extended by Lender, BOLC or an affiliate of Lender or BOLC, to Borrower, are referred to herein collectively as the "Loans."

AGREEMENT:

For good and valuable consideration, including the agreements, waivers and covenants of the parties contained herein, the receipt and sufficiency of which are
hereby acknowledged, Borrower, BOLC and Lender agree as follows:

1.Recitals.    Borrower hereby acknowledges the accuracy of the Recitals which are incorporated herein by
reference.

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2.Modifications to Forbearance Agreement.



3.Conforming Modifications; Consent of Lender.    Each of the Loan Documents is hereby modified to the extent
required to be consistent with the terms hereof. Lender hereby consents and agrees to the foregoing modifications to the Forbearance Agreement.

4.Evidence of Insurance.    Pursuant to Section 4(d) of the Equipment Lease Security Agreement, Borrower is
required to maintain public liability and property damage insurance covering the equipment and other collateral subject to the security interest of the Equipment Lease Security Agreement. As a
condition precedent to the effectiveness of this Amendment, Borrower shall have provided to Lender evidence acceptable to Lender of such insurance coverage in amounts acceptable to Lender and BOLC.
Such insurance must reflect BOLC as loss payee thereunder.

5.Fees and Payments.    As a condition precedent to the effectiveness of this Amendment, Borrower agrees to pay to
Lender and BOLC, upon the date hereof (i) all of the costs and expenses incurred by Lender or BOLC in connection with the preparation of this Amendment and the other documents related thereto,
and in connection with Administering the Loans and Loan Documents, (including, without limitation, Lender's legal fees in connection with the Amendment and other matters related to the Loans), title,
financing statement search fees, recording, processing and closing fees, and any other amounts incurred by Lender or BOLC, (ii) all amounts which are currently owing or which are past due with
respect to the Equipment Leases and (iii) the required annual letter of credit fee in connection with Lender's extension of Letter of Credit issued pursuant to a Letter of Credit Agreement
dated June 26, 2000, in the stated amount of $547,425.00, to 200 South Wacker Drive LLC, as beneficiary, as modified by that certain Modification Agreement, dated September 7, 2000.
Borrower acknowledges that such fees and payments are fully earned by Lender and non-refundable upon payment.

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6.Ratification of Loan Documents and Collateral.    The Loan Documents, as modified by this Amendment, are
ratified and affirmed by Borrower and shall remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security in the Loan Documents shall
remain as security for each of the Loans and the obligations of Borrower under the Loan Documents.

7.Borrower Representations and Warranties.    Borrower represents and warrants to Lender and BOLC that:



8.Borrower Covenants.    Borrower covenants with Lender and BOLC that:



9.Execution and Delivery of Amendment by Lender.    Neither Lender nor BOLC shall be bound by this Amendment until
(a) Lender, BOLC and Borrower have each executed and delivered this

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Amendment and (b) Borrower has performed all of the obligations of the Borrower under this Amendment to be performed contemporaneously with the execution and delivery of this Amendment,
including, without limitation, the payment of the fees and other amounts required underSection 5hereof.

10.Integration, Change, Discharge, Termination, or Waiver.    The Loan Documents as modified herein, contain the
complete understanding and agreement of Borrower, BOLC and Lender in respect of the
Loans and the other matters described herein and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations. No provision of the Loan Documents as
modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by the parties thereto.

11.Binding Effect.    The Loan Documents as modified herein shall be binding upon and shall inure to the benefit
of Borrower, BOLC and Lender and their successors and assigns and the executors, legal administrators, personal representatives, heirs, devisees, and beneficiaries; provided, however, Borrower may not
assign any of its rights or delegate any of its obligations under the Loan Documents, and any purported assignment or delegation shall be void.

12.Choice of Law.    This Amendment shall be governed by and construed in accordance with the laws of the State of
Utah, without giving effect to conflicts of law principles.

13.Counterpart Execution.    This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to
physically form one document. Receipt by Lender and BOLC of an executed copy of this Amendment by facsimile shall constitute conclusive evidence of execution and delivery of the Amendment by the
signatory thereto.

[remainder
of page intentionally left blank]

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IN
WITNESS WHEREOF, Lender, BOLC and Borrower have executed this Amendment as of the date first written above.

| |  | TENFOLD CORPORATIONa Delaware corporation                         
| |  | ------------------------------------------------------------------
| |  | By:                                                               
| |  | Name:                                                             
| |  | Title:                                                            
| |  |                                                                   
| |  | BANK ONE, UTAH, NATIONAL ASSOCIATIONa national banking association
| |  | By:                                                               
| |  | Name:                                                             
| |  | Title:                                                            
| |  |                                                                   
| |  | BANC ONE LEASING CORPORATION                                      
| |  | By:                                                               
| |  | Name:                                                             
| |  | Title:                                                            
| |  |                                                                   

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AGREEMENT REGARDING WAIVER OF EVENT OF DEFAULT AND
SECOND AMENDMENT TO
MODIFICATION AND FORBEARANCE AGREEMENT($3,500,000.00 Term Loan, $15,000,000.00 Revolving Line of Credit and
$6,173,596.42 Equipment Lease Financing)

ThisAGREEMENT REGARDING WAIVER OF EVENT OF DEFAULT AND SECOND AMENDMENT TO MODIFICATION AND FORBEARANCE AGREEMENT(the
"Amendment") is made as of November 28, 2001, by and betweenTENFOLD CORPORATION, a Delaware
corporation formerly known as KeyTex Corporation ("TenFold"), having its principal office at 180 West Election Road, Suite 100, Draper, Utah 84020, BANK ONE, NA, a national banking association with its main office in Chicago, Illinois and successor by merger to BANK ONE, UTAH, NATIONAL ASSOCIATION,
a national banking association ("Lender"), having a place of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail Code
AZ1-1283, Phoenix, Arizona 85004, andBANC ONE LEASING CORPORATION("BOLC"), having a place
of business at 201 North Central Avenue, 3rd Floor, Managed AssetsMail Code AZ1-1283, Phoenix, Arizona 85004.

RECITALS:

A.    Reference
is made to that certain Modification and Forbearance Agreement, dated effective as of February 23, 2001, as amended by that certain First Amendment to
Modification and Forbearance Agreement, dated effective as of April 2, 2001 (collectively, as amended, the "Forbearance Agreement"), by and
between TenFold, Lender and BOLC. Reference is further made to the Loans and Loan Documents described in such Forbearance Agreement. All capitalized terms used herein without definition shall have the
meanings given to such terms in the Forbearance Agreement.

B.    Reference
is further made to made to that certain letter from Lender and BOLC to TenFold dated October 10, 2001, as amended by that certain letter from Lender and
BOLC to TenFold dated October 17, 2001 (collectively, as amended, the "Letter") with respect to certain payment obligations under the Loans and
more particularly under the Equipment Loan Documents.

C.    As
described in the Letter, TenFold failed to make the required monthly payments of principal and interest due under the Equipment Lease Documents for the months of
August and September, 2001. TenFold has subsequently failed to make additional required payments due under the Equipment Lease Documents for the months of October and November, 2001 (the
"Subsequent Payments"). Such failures
to pay amounts required under the Equipment Lease Documents constitute Events of Default under the Master Lease Agreement, dated November 23, 1998, by and between TenFold and BOLC, and the
other Equipment Lease Documents. In accordance with Section 3 of the Forbearance Agreement, such Event of Default under the Equipment Lease Documents constitutes an Event of Default under each
of the Loans and Loan Documents and terminates the forbearance under the Forbearance Agreement.

D.    TenFold
has requested that Lender and BOLC agree to waive the Event of Default under the Loan Documents due to TenFold's failure to pay August and September, 2001
payments as required under the Equipment Lease Documents, as such failures are more fully described in the Letter, in consideration for the payment by TenFold of all such due and unpaid amounts owing
under the Equipment Lease Documents with respect to such August and September, 2001 payment obligations, including any default interest, late fees or other similar amounts arising under the Loan
Documents due to such failure in payment.

E.    As
an accommodation to TenFold, Lender and BOLC are is willing to waive the Event of Default described in the Letter, reinstate the agreed forbearance of the exercise of
certain remedies of Lender and BOLC in accordance with the terms and conditions of the Forbearance Agreement, including forbearing the current exercise of remedies with respect to the uncured Events
of Default due to the failure to make the Subsequent Payments, all upon the terms and conditions hereof.

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AGREEMENT:

For good and valuable consideration, including the agreements, waivers and covenants of the parties contained herein, the receipt and sufficiency of which are
hereby acknowledged, TenFold, BOLC and Lender agree as follows:

1.Incorporation of Documents, Effect of Recitals.    The provisions of the Forbearance Agreement and Letter,
including any recitals thereto, are incorporated herein in their entirety. TenFold hereby acknowledges the accuracy of the Recitals hereto which are also incorporated herein by reference and made a
part hereof.

2.Waiver of Event of Default under Loan Documents and Modifications to Forbearance Agreement.



3.Conforming Modifications; Consent of Lender.    Each of the Loan Documents is hereby modified to the extent
required to be consistent with the terms hereof.

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4.Fees and Payments.    As a condition precedent to the effectiveness of this Amendment, TenFold agrees to pay to
Lender and BOLC, upon the date hereof, all amounts which are currently owing or which are past due with respect to the August and September, 2001 required payments under the Equipment Leases in
accordance with Section 2(a) above, in the amount of $547,426.45. TenFold acknowledges that such fees and payments are fully earned by Lender and non-refundable upon payment.

5.Ratification of Loan Documents and Collateral.    The Loan Documents, as modified by this Amendment, are
ratified and affirmed by all parties thereto and shall remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security in the Loan Documents
shall remain as security for each of the Loans and the obligations of TenFold under the Loan Documents.

6.TenFold Representations and Warranties.    TenFold represents and warrants to Lender and BOLC that:



7.TenFold Covenants.    TenFold covenants with Lender and BOLC that:



8.Execution and Delivery of Amendment by Lender.    Neither Lender nor BOLC shall be bound by this Amendment until
(a) Lender, BOLC and TenFold have each executed and delivered this Amendment and (b) TenFold has performed all of the obligations of the TenFold under this Amendment to be performed
contemporaneously with the execution and delivery of this Amendment, including, without limitation, the payment of the fees and other amounts required under Section 5hereof.

9.Integration, Change, Discharge, Termination, or Waiver.    The Forbearance Agreement and Loan Documents as
modified herein, contain the complete understanding and agreement of TenFold,

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BOLC and Lender in respect of the Loans and the other matters described herein and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations. No
provision of the Loan Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by the parties thereto.

10.Binding Effect.    The Forbearance Agreement and Loan Documents as modified herein shall be binding upon and
shall inure to the benefit of TenFold, BOLC and Lender and their successors and assigns and the executors, legal administrators, personal representatives, heirs, devisees, and beneficiaries; provided,
however, TenFold may not assign any of its rights or delegate any of its obligations under the Loan Documents, without the Bank's written consent.

11.Choice of Law.    This Amendment shall be governed by and construed in accordance with the laws of the State of
Utah, without giving effect to conflicts of law principles.

12.Counterpart Execution.    This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to
physically form one document. Receipt by Lender and BOLC of an executed copy of this Amendment by facsimile shall constitute conclusive evidence of execution and delivery of the Amendment by the
signatory thereto.

[Remainder
of Page Intentionally Left Blank]

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IN
WITNESS WHEREOF, Lender, BOLC and TenFold have executed this Amendment as of the date first written above.

| |  | TENFOLD CORPORATIONa Delaware corporation                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                   
| |  | Name:                                                                                                                                                 
| |  | Title:                                                                                                                                                
| |  |                                                                                                                                                       
| |  | BANK ONE, NA, a national banking association with its main office in Chicago, Illinois and successor by merger to Bank One, Utah, National Association
| |  | By:                                                                                                                                                   
| |  | Name:                                                                                                                                                 
| |  | Title:                                                                                                                                                
| |  |                                                                                                                                                       
| |  | BANC ONE LEASING CORPORATION                                                                                                                          
| |  | By:                                                                                                                                                   
| |  | Name:                                                                                                                                                 
| |  | Title:                                                                                                                                                
| |  |                                                                                                                                                       

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Exhibit B
Letter

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Exhibit C
Master Lease Agreement and Lease Schedules

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