EXHIBIT 10.8

TENFOLD CORPORATION    1999 EMPLOYEE STOCK PURCHASE PLAN

The following constitute the provisions of the 1999 Employee Stock Purchase Plan of TenFold Corporation:

1.Purpose.The purpose of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of
the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2.Definitions.



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Options
granted after the first business day of an Offering Period will be subject to the same terms and conditions as the options granted on the first business day of such Offering
Period except that they will have a different grant date (and thus, potentially, a different Purchase Price) and, because they expire at the same time as the options granted on the first business day
of such Offering Period, a shorter term.



3.Eligibility.



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4.Offering Periods.The Plan shall be implemented by a series of Offering Periods, with new Offering
Periods commencing on or about February 1 and August 1 of each year (or at such other time or times as may be determined by the Board of Directors). The first Offering Period shall
commence on the beginning of the effective date of the Registration Statement on Form S-1 for the initial public offering of the Company's Common Stock (the
"IPO Date") and continue until January 31, 1999. The Plan shall continue until terminated in accordance with Section 19 hereof. The Board
of Directors of the Company shall have the power to change the duration and/or the frequency of Offering Periods with respect to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected.

5.Participation.



6.Method of Payment of Contributions.



7.Grant of Option.

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8.Exercise of Option.Unless a participant withdraws from the Plan as provided in Section 10,
his or her option for the purchase of Shares will be exercised automatically on the Purchase Date of an Offering Period, and the maximum number of full Shares subject to the option will be purchased
at the applicable Purchase Price with the accumulated Contributions in his or her account. No fractional Shares shall be issued. The Shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Purchase Date. During his or her lifetime, a participant's option to purchase Shares hereunder is exercisable only by him or her.

9.Delivery.As promptly as practicable after a Purchase Date, the Company shall arrange the delivery
to each participant, as appropriate, of a certificate representing the Shares purchased upon exercise of his or her option. Any payroll deductions accumulated in a participant's account which are not
sufficient to purchase a full Share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10
below. Any other amounts left over in a participant's account after a Purchase Date shall be returned to the participant.

10.Voluntary Withdrawal; Termination of Employment.



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11.Interest.No interest shall accrue on the Contributions of a participant in the Plan.

12.Stock.



13.Administration.The Board, or a committee named by the Board, shall supervise and administer the
Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret
the Plan, and to make all other determinations necessary or advisable for the administration of the Plan.

14.Designation of Beneficiary.

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15.Transferability.Neither Contributions credited to a participant's account nor any rights with
regard to the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with Section 10.

16.Use of Funds.All Contributions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions.

17.Reports.Individual accounts will be maintained for each participant in the Plan. Statements of
account will be given to participating Employees at least annually, which statements will set forth the amounts of Contributions, the per Share Purchase Price, the number of Shares purchased and the
remaining cash balance, if any.

18.Adjustments Upon Changes in Capitalization; Corporate Transactions.



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The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per Share of Common Stock covered by each
outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of Shares of its outstanding Common Stock,
and in the event of the Company's being consolidated with or merged into any other corporation.

19.Amendment or Termination.



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20.Notices.All notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.

21.Conditions Upon Issuance of Shares.Shares shall not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, applicable state securities laws and the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As
a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

22.Term of Plan; Effective Date.The Plan shall become effective upon the IPO Date. It shall
continue in effect for a term of ten (10) years unless sooner terminated under Section 19.

23.Additional Restrictions of Rule 16b-3.The terms and conditions of options
granted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan
shall be deemed to contain, and such options shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by
Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

24.Information.Plan participants shall receive Company financial statements at least annually, plus
such other documents if any as are required under applicable law.

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TENFOLD CORPORATION    1999 EMPLOYEE STOCK PURCHASE PLAN  SUBSCRIPTION AGREEMENT

| |  | New Election       | 
| |  | ------------------ | 
| |  |                    | 
| |  | Change of Election | 
| |  |                    | 

1.    I,                        , hereby elect
to participate in the TenFold Corporation 1999 Employee Stock Purchase Plan (the
"Plan") for the Offering Period                        ,
            to                        ,
            , and subscribe to purchase shares of the Company's
Common Stock in accordance with this Subscription Agreement and the Plan.

2.    I
elect to have Contributions in the amount of            % of my Compensation, as those terms are defined in the Plan, applied to this purchase. I understand that
this amount must not be less than 1% and not more than 10% of my Compensation during the Offering Period. (Please note that no fractional percentages are permitted).

3.    I
hereby authorize payroll deductions from each paycheck during the Offering Period at the rate stated in Item 2 of this Subscription Agreement. I understand that all
payroll deductions made by me shall be credited to my account under the Plan and that I may not make any additional payments into such account. I understand that all payments made by me shall be
accumulated for the purchase of shares of Common Stock at the applicable purchase price determined in accordance with the Plan. I further understand that, except as otherwise set forth in the Plan,
shares will be purchased for me automatically on the Purchase Date of each Offering Period unless I otherwise withdraw from the Plan by giving written notice to the Company for such purpose.

4.    I
understand that I may discontinue at any time prior to the Purchase Date my participation in the Plan as provided in Section 10 of the Plan. I also understand
that I can increase or decrease the rate of my Contributions on one occasion only with respect to any increase and one occasion only with respect to any decrease during any Offering Period by
completing and filing a new Subscription Agreement with such increase or decrease taking effect as of the beginning of the calendar month following the date of filing of the new Subscription
Agreement, if filed at least ten (10) business days prior to the beginning of such month. Further, I may change the rate of deductions for future Offering Periods by filing a new Subscription
Agreement, and any such change will be effective as of the beginning of the next Offering Period. In addition, I acknowledge that, unless I discontinue my participation in the Plan as provided in
Section 10 of the Plan, my election will continue to be effective for each successive Offering Period.

5.    I
have received a copy of the Company's most recent description of the Plan and a copy of the complete "TenFold Corporation 1999 Employee Stock Purchase Plan." I
understand that my participation in the Plan is in all respects subject to the terms of the Plan.

6.    Shares
purchased for me under the Plan should be issued in the name(s) of (name of employee or employee and spouse only):

| |  | 
| |  | 
| |  | 

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7.    In
the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due to me under the Plan:

|NAME: (Please print) |  | (First)          (Middle)          (Last)
|-------------------- |  | -----------------------------------------
|                     |  |                                          
|(Relationship)       |  | (Address)                                
|                     |  |                                          

8.    I
understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Offering Date (the first day of the Offering Period
during which I purchased such shares) or within 1 year after the Purchase Date (the last day of the Offering Period), I will be treated for federal income tax purposes as having received
ordinary compensation income at the time of such disposition in an amount equal to the excess of the fair market value of the shares on the Purchase Date over the price which I paid for the shares,
regardless of whether I disposed of the shares at a price less than their fair
market value at the Purchase Date. The remainder of the gain or loss, if any, recognized on such disposition will be treated as capital gain or loss.

I hereby agree to notify the Company in writing within 30 days after the date of any such disposition, and I will make adequate provision for federal,
state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to the
sale or early disposition of Common Stock by me.

9.    If
I dispose of such shares at any time after expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal
income tax purposes as having received compensation income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such
disposition over the purchase price which I paid for the shares under the option, or (2) 15% of the fair market value of the shares on the Offering Date. The remainder of the gain or loss, if
any, recognized on such disposition will be treated as capital gain or loss.

I understand that this tax summary is only a summary and is subject to change. I further understand that I should consult a tax advisor
concerning the tax implications of the purchase and sale of stock under the Plan.

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10.    I
hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan.

|SIGNATURE:                                                   |  | 
|------------------------------------------------------------ |  | 
|SOCIAL SECURITY #:                                           |  | 
|DATE:                                                        |  | 
|                                                             |  | 
|                                                             |  | 
|SPOUSE'S SIGNATURE (necessary
if beneficiary is not spouse): | 
|                                                             |  | 
|                                                             | 
|(Signature)                                                  | 
|                                                             | 
|(Print name)                                                 | 

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TENFOLD CORPORATION    1999 EMPLOYEE STOCK PURCHASE PLAN    NOTICE OF WITHDRAWAL

I,                        , hereby elect to withdraw my
participation in the TenFold Corporation 1999 Employee Stock Purchase Plan (the
"Plan") for the Offering Period that began
on                            ,            . This
withdrawal covers all Contributions credited to my
account and is effective on the date designated below.

I
understand that all Contributions credited to my account will be paid to me within ten (10) business days of receipt by the Company of this Notice of Withdrawal and that my
option for the current period will automatically terminate, and that no further Contributions for the purchase of shares can be made by me during the Offering Period.

The
undersigned further understands and agrees that he or she shall be eligible to participate in succeeding offering periods only by delivering to the Company a new Subscription
Agreement.

|Dated: |  |  |                       
|------ |  |  | ----------------------
|       |  |  | Signature of Employee 
|       |  |  |                       
|       |  |  |                       
|       |  |  | Social Security Number

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