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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2006

or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 000-30883



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I-MANY, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 01-0524931                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

399 Thornall Street

12th Floor

Edison, New Jersey 08837

(Address of principal executive offices)

(800) 832-0228

(Registrants telephone number, including area code)



---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                         |  |                      |  |                       
|------------------------ |  | -------------------- |  | ----------------------
|Large Accelerated Filer ̈ |  | Accelerated Filer  x |  | Non-Accelerated Filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

On August 7, 2006, 47,837,360 shares of the registrants common stock, $.0001 par value, were issued and outstanding.



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Discussions containing forward-looking
statements may be found in the information set forth in Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q, as well as generally in this Form 10-Q. The Company uses words such as believes,
intends, expects, anticipates, plans, estimates, should, may, will, scheduled and similar expressions to identify forward-looking statements.
The Company uses these words to describe its present belief about future events relating to, among other things, its expected marketing plans, future hiring, expenditures and sources of revenue. This Form 10-Q may also contain third party estimates
regarding the size and growth of our market, which also are forward-looking statements. Our forward-looking statements apply only as of the date of this Form 10-Q. The Companys actual results could differ materially from those anticipated in
the forward-looking statements for many reasons, including the risks described above and elsewhere in this Form 10-Q.

Although the Company
believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company is under no duty to update any of the
forward-looking statements after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, other than as required by law.



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I-MANY, INC.

FORM 10-Q

TABLE OF CONTENTS



|         |  |                                                                                                                  |  |     
|-------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                  |  | PAGE
|PART I.  |  | UNAUDITED FINANCIAL INFORMATION                                                                                  |  |     
|         |  |                                                                                                                 
|Item 1.  |  | Condensed Consolidated Financial Statements                                                                      |  |     
|         |  |                                                                                                                 
|         |  | Condensed Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005                                  |  | 4   
|         |  |                                                                                                                 
|         |  | Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2006 and 2005 |  | 5   
|         |  |                                                                                                                 
|         |  | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005                  |  | 6   
|         |  |                                                                                                                 
|         |  | Notes to Condensed Consolidated Financial Statements                                                             |  | 7   
|         |  |                                                                                                                 
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 16  
|         |  |                                                                                                                 
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 27  
|         |  |                                                                                                                 
|Item 4.  |  | Controls and Procedures                                                                                          |  | 28  
|         |  |                                                                                                                 
|PART II. |  | OTHER INFORMATION                                                                                                |  |     
|         |  |                                                                                                                 
|Item 1A  |  | Risk Factors                                                                                                     |  | 29  
|         |  |                                                                                                                 
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                      |  | 33  
|         |  |                                                                                                                 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                              |  | 33  
|         |  |                                                                                                                 
|Item 6.  |  | Exhibits                                                                                                         |  | 33  
|         |  |                                                                                                                 
|         |  | Signatures                                                                                                       |  | 34  
|         |  |                                                                                                                 
|         |  | Index to Exhibits                                                                                                |  | 35  



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PART I. UNAUDITED FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

I-MANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share-related amounts)



|                                                                                                               |  |              |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---------------- | - | -------- | -
|                                                                                                               |  | June 30,2006 |          |   | December 31,2005 |  
|ASSETS                                                                                                         |  |              |          |   |                  |   |          |  
|Current assets:                                                                                                |  |              |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                      |  | $            | 15,311   |   |                  | $ | 16,805   |  
|Accounts receivable, net of allowance                                                                          |  |              | 6,276    |   |                  |   | 9,577    |  
|Prepaid expenses and other current assets                                                                      |  |              | 961      |   |                  |   | 845      |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|Total current assets                                                                                           |  |              | 22,548   |   |                  |   | 27,227   |  
|Property and equipment, net                                                                                    |  |              | 1,372    |   |                  |   | 1,188    |  
|Restricted cash                                                                                                |  |              | 488      |   |                  |   | 555      |  
|Other assets                                                                                                   |  |              | 124      |   |                  |   | 122      |  
|Acquired intangible assets, net                                                                                |  |              | 323      |   |                  |   | 713      |  
|Goodwill                                                                                                       |  |              | 8,667    |   |                  |   | 8,667    |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|Total assets                                                                                                   |  | $            | 33,522   |   |                  | $ | 38,472   |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY                                               |  |              |          |   |                  |   |          |  
|Current liabilities:                                                                                           |  |              |          |   |                  |   |          |  
|Accounts payable                                                                                               |  | $            | 2,303    |   |                  | $ | 1,520    |  
|Accrued expenses                                                                                               |  |              | 4,075    |   |                  |   | 4,098    |  
|Current portion of deferred revenue                                                                            |  |              | 12,982   |   |                  |   | 12,194   |  
|Current portion of capital lease obligations                                                                   |  |              | 71       |   |                  |   | 8        |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|Total current liabilities                                                                                      |  |              | 19,431   |   |                  |   | 17,820   |  
|Deferred revenue, net of current portion                                                                       |  |              | 1,024    |   |                  |   | 1,242    |  
|Capital lease obligations, net of current portion                                                              |  |              | 115      |   |                  |   | 13       |  
|Other long-term liabilities                                                                                    |  |              | 950      |   |                  |   | 1,041    |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|Total liabilities                                                                                              |  |              | 21,520   |   |                  |   | 20,116   |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|Series A redeemable convertible preferred stock, $.01 value                                                    |  |              |          |   |                  |   |          |  
|Authorized  1,700 shares                                                                                      |  |              |         |   |                  |   |         |  
|Issued and outstanding  none                                                                                  |  |              |          |   |                  |   |          |  
|Stockholders equity:                                                                                          |  |              |          |   |                  |   |          |  
|Undesignated preferred stock, $.01 par value                                                                   |  |              |          |   |                  |   |          |  
|Authorized - 5,000,000 shares; designated 1,700 shares                                                         |  |              |         |   |                  |   |         |  
|Issued and outstanding - none                                                                                  |  |              |          |   |                  |   |          |  
|Common stock, $.0001 par value                                                                                |  |              |          |   |                  |   |          |  
|Authorized - 100,000,000 shares                                                                                |  |              |          |   |                  |   |          |  
|Issued and outstanding  47,810,272 and 46,823,585 shares at June 30, 2006 and December 31, 2005, respectively |  |              | 5        |   |                  |   | 5        |  
|Additional paid-in capital                                                                                     |  |              | 153,906  |   |                  |   | 152,767  |  
|Accumulated other comprehensive income                                                                         |  |              | 18       |   |                  |   | 4        |  
|Accumulated deficit                                                                                            |  |              | (141,927 | ) |                  |   | (134,420 | )
|                                                                                                               |  |              |          |   |                  |   |          |  
|Total stockholders equity                                                                                     |  |              | 12,002   |   |                  |   | 18,356   |  
|                                                                                                               |  |              |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                     |  | $            | 33,522   |   |                  | $ | 38,472   |  
|                                                                                                               |  |              |          |   |                  |   |          |  

See notes to condensed consolidated financial statements.



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I-MANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                            |  | Three months endedJune 30, |        |   | Six months endedJune 30, |  
|                                            |  | 2006                       |        |   | 2005                     |   |        | 2006 |  |   | 2005   |  
|Net revenues:                               |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Product                                     |  | $                          | 505    |   |                          | $ | 1,480  |      |  | $ | 2,075  |   |  | $ | 3,557  |  
|Services                                    |  |                            | 6,390  |   |                          |   | 6,886  |      |  |   | 12,438 |   |  |   | 13,743 |  
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total net revenues                          |  |                            | 6,895  |   |                          |   | 8,366  |      |  |   | 14,513 |   |  |   | 17,300 |  
|Operating expenses:                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Cost of third-party technology              |  |                            | 40     |   |                          |   | 79     |      |  |   | 117    |   |  |   | 89     |  
|Cost of services                            |  |                            | 4,094  |   |                          |   | 3,890  |      |  |   | 7,911  |   |  |   | 7,682  |  
|Amortization of acquired intangible assets  |  |                            | 47     |   |                          |   | 343    |      |  |   | 390    |   |  |   | 698    |  
|Sales and marketing                         |  |                            | 2,580  |   |                          |   | 2,177  |      |  |   | 4,653  |   |  |   | 4,216  |  
|Research and development                    |  |                            | 3,163  |   |                          |   | 2,886  |      |  |   | 6,141  |   |  |   | 5,932  |  
|General and administrative                  |  |                            | 1,364  |   |                          |   | 1,149  |      |  |   | 2,677  |   |  |   | 2,293  |  
|Depreciation                                |  |                            | 190    |   |                          |   | 207    |      |  |   | 361    |   |  |   | 387    |  
|Restructuring and other charges (credits)   |  |                            | 36     |   |                          |   | (6     | )    |  |   | 44     |   |  |   | (33    | )
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                    |  |                            | 11,514 |   |                          |   | 10,725 |      |  |   | 22,294 |   |  |   | 21,264 |  
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Loss from operations                        |  |                            | (4,619 | ) |                          |   | (2,359 | )    |  |   | (7,781 | ) |  |   | (3,964 | )
|Other income, net                           |  |                            | 142    |   |                          |   | 41     |      |  |   | 274    |   |  |   | 72     |  
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net loss                                    |  | $                          | (4,477 | ) |                          | $ | (2,318 | )    |  | $ | (7,507 | ) |  | $ | (3,892 | )
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted net loss per common share |  | $                          | (0.09  | ) |                          | $ | (0.05  | )    |  | $ | (0.16  | ) |  | $ | (0.09  | )
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Weighted average shares outstanding         |  |                            | 47,152 |   |                          |   | 43,637 |      |  |   | 46,915 |   |  |   | 43,252 |  
|                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  

See notes to condensed consolidated financial statements



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I-MANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                            |  |                          |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                            |  | Six Months EndedJune 30, |       
|                                                                            |  | 2006                     |        |   | 2005 |  
|Cash Flows from Operating Activities:                                       |  |                          |        |   |      |   |        |  
|Net loss                                                                    |  | $                        | (7,507 | ) |      | $ | (3,892 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                               |  |                          | 751    |   |      |   | 1,085  |  
|Restructuring and other charges                                             |  |                          | 44     |   |      |   | (33    | )
|Amortization of deferred stock-based compensation                           |  |                          | 516    |   |      |   | 109    |  
|Changes in operating assets and liabilities, net of acquisitions:           |  |                          |        |   |      |   |        |  
|Restricted cash                                                             |  |                          | 67     |   |      |   | 137    |  
|Accounts receivable                                                         |  |                          | 3,315  |   |      |   | 2,320  |  
|Prepaid expense and other current assets                                    |  |                          | (116   | ) |      |   | (705   | )
|Accounts payable                                                            |  |                          | 783    |   |      |   | (1,008 | )
|Accrued expenses and other liabilities                                      |  |                          | (145   | ) |      |   | 78     |  
|Deferred revenue                                                            |  |                          | 570    |   |      |   | (511   | )
|Deferred rent                                                               |  |                          | (14    | ) |      |   | (7     | )
|Other assets                                                                |  |                          | (2     | ) |      |   | (7     | )
|                                                                            |  |                          |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                          | (1,738 | ) |      |   | (2,434 | )
|                                                                            |  |                          |        |   |      |   |        |  
|Cash Flows from Investing Activities:                                       |  |                          |        |   |      |   |        |  
|Purchases of property and equipment                                         |  |                          | (376   | ) |      |   | (534   | )
|Cash paid to acquire Pricing Analytics, Inc.                                |  |                          |       |   |      |   | (248   | )
|Purchases of short-term investments and securities held for sale            |  |                          |       |   |      |   | (2,694 | )
|Redemptions of short-term investments and securities held for sale          |  |                          |       |   |      |   | 17,304 |  
|                                                                            |  |                          |        |   |      |   |        |  
|Net cash (used in) provided by investing activities                         |  |                          | (376   | ) |      |   | 13,828 |  
|                                                                            |  |                          |        |   |      |   |        |  
|Cash Flows from Financing Activities:                                       |  |                          |        |   |      |   |        |  
|Payments on capital lease obligations                                       |  |                          | (4     | ) |      |   | (119   | )
|Proceeds from exercises of stock options                                    |  |                          | 248    |   |      |   | 323    |  
|Proceeds from exercises of warrant                                          |  |                          | 300    |   |      |   | 600    |  
|Proceeds from Employee Stock Purchase Plan                                  |  |                          | 76     |   |      |   | 116    |  
|                                                                            |  |                          |        |   |      |   |        |  
|Net cash provided by financing activities                                   |  |                          | 620    |   |      |   | 920    |  
|                                                                            |  |                          |        |   |      |   |        |  
|Net (decrease) increase in cash and cash equivalents                        |  |                          | (1,494 | ) |      |   | 12,314 |  
|Cash and cash equivalents, beginning of period                              |  |                          | 16,805 |   |      |   | 6,098  |  
|                                                                            |  |                          |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                    |  | $                        | 15,311 |   |      | $ | 18,412 |  
|                                                                            |  |                          |        |   |      |   |        |  
|Supplemental Disclosure of Cash Flow Information:                           |  |                          |        |   |      |   |        |  
|Cash paid during the period for interest                                    |  | $                        | 1      |   |      | $ | 4      |  
|                                                                            |  |                          |        |   |      |   |        |  
|Supplemental Disclosure of Noncash Activities:                              |  |                          |        |   |      |   |        |  
|Property and equipment acquired under capital lease                         |  | $                        | 169    |   |      | $ |       |  
|                                                                            |  |                          |        |   |      |   |        |  

See notes to condensed consolidated financial statements.



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I-MANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1.
BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America applicable to interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q. It is
recommended that these condensed consolidated financial statements be read in conjunction with the financial statements and the related notes of I-many, Inc. (the Company) for the year ended December 31, 2005 as reported in the
Companys Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for the fair presentation of these interim financial statements have been
included. The results of operations for the three months and six months ended June 30, 2006 may not be indicative of the results that may be expected for the year ending December 31, 2006, or for any other period.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

The Company recognizes revenue in accordance with Statement of Position (SOP) 97-2, Software
Revenue Recognition, and SOP 98-9, Software Revenue Recognition, with Respect to Certain Arrangements. Software license fees are recognized upon execution of a signed license agreement and delivery of the software to customers,
provided there are no significant post-delivery obligations, the payment is fixed or determinable and collection is probable. In multiple-element arrangements, the total fee is allocated to the undelivered professional services, training and
maintenance and support services based on the fair value of those elements, which is defined as the price charged when those elements are sold separately. The residual amount is then allocated to the software license fee. In cases where the Company
agrees to deliver unspecified additional products in the future, the license fee is recognized ratably over the term of the arrangement beginning with the delivery of the first product. If an acceptance period is required, revenues are deferred
until customer acceptance. In cases where collection is not deemed probable, the Company recognizes the license fee as payments are received. In cases where significant production or customization is required prior to attaining technological
feasibility of the software, license fees are recognized on a percentage-of-completion basis and are credited to research and development expenses as a funded development arrangement. After the software attains technological feasibility,
recognizable license fees are reported as product revenue.

Current and prospective customers have the option of entering into a
subscription agreement as an alternative to the Companys standard license contract model. The standard subscription arrangement is presently a fixed fee agreement over three or more years, covering license fees, unspecified new product
releases and maintenance and support, generally payable in equal quarterly installments commencing upon execution of the agreement. The Company recognizes all revenue from subscription based arrangements ratably over the term of the subscription
agreement commencing upon delivery of the initial product. In most agreements that have been executed to date, the subscription arrangement converts free-of-charge to a perpetual license after the completion of the initial term plus any extensions,
generally after five years, after which time the customer would have the option of paying for the continuation of maintenance and support.



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During the third quarter of 2005, the Company became aware of certain defects in the then-current version
of one of its software products, which was first shipped to customers in the fourth quarter of 2004. These defects, which were not identified in pre-release product testing, affected the performance of the software for a portion of the
Companys customers depending on each customers particular implementation environment and its intended use of the software. Because certain concessions have been made to customers in connection with these defects, the Company has
generally not recognized revenue from sales of this software product and related implementation services beginning in the third quarter of 2005, except in those cases in which it was determined that the customer was not likely to be affected by the
known, unresolved software defects. In June 2006, the Company issued a new major release of the software, which was designed to resolve known performance defects and is in the process of being implemented at several customer sites. However, the
Company intends to continue deferring revenue in connection with license sales and implementation services for this software product until it has been demonstrated at customer sites that the new release of the software is free of significant
performance defects. As of June 30, 2006 and December 31, 2005, the Company has reversed and deferred $2.0 million and $1.6 million, respectively, of otherwise-recognizable license and professional service revenue, based in part on its
estimate of the fair value of concessions to be made until any remaining defects are resolved, and partly on its determination that license fees were not fixed and determinable because of the possibility of future concessions.

Service revenues include professional services, training, maintenance and support services and reimbursable out-of-pocket expenses. Professional service
revenues are recognized as the services are performed. If conditions for acceptance exist, professional service revenues are recognized upon customer acceptance. For fixed fee professional service contracts, anticipated losses are provided for in
the period in which the loss is probable and can be reasonably estimated. Training revenues are recognized as the services are provided. Included in training revenues are registration fees received from participants in the Companys off-site
user training conferences.

Maintenance and support fees are recognized ratably over the term of the service period, which is generally
twelve months. When maintenance and support is included in the total license fee, a portion of the total fee is allocated to maintenance and support based upon the price paid by the customer when sold separately, generally as renewals in the second
year.

Payments received from customers at the inception of a maintenance period are treated as deferred service revenues and recognized
ratably over the maintenance period. Payments received from customers in advance of product shipment or revenue recognition are treated as deferred revenues and recognized when the product is shipped to the customer or when otherwise earned.

The Company accounts for consideration given to a customer or reseller of its products as a reduction of revenue in certain circumstances.
To the extent that cumulative consideration earned by a customer or reseller during a reporting period exceeds revenue earned by the Company from the customer or reseller, such excess is reported as sales and marketing expense.

Stock-based Compensation:

On January 1, 2006,
the Company adopted Statement of Financial Accounting Standards (FAS) No. 123 (revised 2004) (FAS 123(R)), Share-based Payment. Under FAS 123(R), the Company measures and records the compensation cost of
employee and director services received in exchange for stock option grants and other equity awards based on the grant-date fair value of the awards. The values of the portions of the awards that are ultimately expected to vest are recognized as
expense over the requisite service periods. The Company accounts for stock options and awards granted to non-employees other than directors using the fair-value method, as prescribed by FAS No. 123, Accounting for Stock-based
Compensation.



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The Company is also required to establish the value of an additional paid-in capital pool in connection
with the tax impacts related to employee share-based compensation awards for which compensation costs were reflected in our pro forma disclosures required under FAS No. 123. The Company has not yet completed the calculation of this pool, which
is not required to be determined until the fourth quarter of 2006, but the Company believes there will be no impact on our financial position or results of operations from this calculation.

Under the fair-value method, compensation associated with equity awards is determined based on the estimated fair value of the award itself, measured
using either current market data or an established option pricing model. The measurement date for employee and director awards is generally the date of grant. The measurement date for awards granted to non-employees other than directors is generally
the date that performance of certain services is complete.

The following table summarizes the components of stock-based compensation
expense for the three and six month periods ended June 30, 2006 and 2005:



|                                                   |  |                            |     |                          |   |      |  |      |     |  |   |    
|-------------------------------------------------- |  | -------------------------- | --- | ------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                   |  | Three months endedJune 30, |     | Six months endedJune 30,
|(Amounts in thousands)                             |  | 2006                       |     | 2005                     |   | 2006 |  | 2005
|Stock option grants issued prior to 2006           |  | $                          | 148 |                          | $ |     |  | $    | 318 |  | $ | 86 
|Stock option grants issued subsequent to 2005      |  |                            | 45  |                          |   |     |  |      | 55  |  |   |   
|Restricted stock grants to directors and employees |  |                            | 55  |                          |   | 8    |  |      | 117 |  |   | 23 
|Employee stock purchase plan                       |  |                            | 10  |                          |   |     |  |      | 26  |  |   |   
|                                                   |  |                            |     |                          |   |      |  |      |     |  |   |    
|Total stock-based compensation expense             |  | $                          | 258 |                          | $ | 8    |  | $    | 516 |  | $ | 109
|                                                   |  |                            |     |                          |   |      |  |      |     |  |   |    

As of June 30, 2006, unamortized compensation cost, net of estimated forfeitures, related to
nonvested stock options and nonvested restricted shares granted under the various stock incentive plans amounted to $2.0 million and $442,000, respectively. These costs are expected to be amortized over weighted average periods of 1.4 years and 0.9
years, respectively.

The Company has four current stock incentive plans: (i) the 2000 Non-Employee Director Stock Option Plan, which
provides for the granting of annual (25,000-share) and new hire (62,500-share) non-qualified stock options to non-employee directors, (ii) the 2001 Employee Stock Option Plan, which provides for grants in the form of non-qualified stock
options, with not more than 25,000 shares to be issued in the aggregate to officers of directors of the Company, and (iii) the 2001 and 2003 Stock Incentive Plans, both of which are shareholder-approved plans and provide for the grant of
incentive stock options and other equity awards to the Companys employees, directors and consultants. The company also has an employee stock purchase plan that allows employees to purchase stock at a 15% discount to market prices subject to
certain limitations. Participation is optional and enrollment periods are every six months.

The following table summarizes total common
shares available for future grants of stock options and other equity awards at June 30, 2006:



|                                             |  |          
|-------------------------------------------- |  | ---------
|2000 Non-Employee Director Stock Option Plan |  | 162,500  
|2001 Employee Stock Option Plan              |  | 1,126,305
|2001 Stock Incentive Plan                    |  | 2,312,525
|2003 Stock Incentive Plan                    |  | 1,631,382
|                                             |  |          
|Total available for future grant             |  | 5,232,712
|                                             |  |          



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Option awards are generally granted with an exercise price equal to the market price of the
Companys common stock at the date of grant. Stock options expire 10 years after grant and vest over periods set by the Board of Directors at the time of grant. Generally, option awards vest ratably over four years for employee grants and over
three years for grants to directors. Certain stock option awards provide for accelerated vesting if there is a change in control.

The
Companys estimates of the fair value of stock option grants, including valuations for pre-2006 grant pro forma calculations, were made using the Black-Scholes option pricing model with the following assumptions and resulted in the following
weighted average grant-date fair values of options granted during the six months ended June 30:



|                                                                            |  |      |           |   |      |   |           |  
|--------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                            |  | 2006 |           |   | 2005 |  
|Risk-free interest rates                                                    |  |      | 4.86-5.05 | % |      |   | 4.05-4.30 | %
|Dividend yield                                                              |  |      |          |   |      |   |          |  
|Expected volatility                                                         |  |      | 60-70     | % |      |   | 70-80     | %
|Expected term (in years)                                                    |  |      | 5.75-7.50 |   |      |   | 6.25      |  
|Weighted average grant-date fair value of options granted during the period |  | $    | 1.10      |   |      | $ | 1.08      |  

The Company uses historical volatility of the Companys common stock to estimate expected volatility. The
expected term of options granted is estimated to be equal to the average of the contractual life of the options and the grants average vesting period. The risk-free interest rate is derived quarterly from the published US Treasury yield curve,
based on expected term, in effect as of the last day of the period.

The Company adopted FAS 123(R) using the modified prospective method,
pursuant to which the Companys financial statement for prior reporting periods have not been adjusted to include compensation cost calculated under the fair-value method. Prior to 2006, the Company used the intrinsic value method to measure
compensation expense associated with the grants of stock options to employees and directors. Had the Company used the fair-value-based method to measure compensation related to such stock option awards, reported loss and loss per share would have
been as follows for the three and six month periods ended June 30, 2005:



|                                                                                                        |  |                            |        |   |                          |   |        |  
|------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | -
|(Amounts in thousands, except per share data)                                                           |  | Three monthsended6/30/2005 |        |   | Six monthsended6/30/2005 |  
|Net loss, as reported                                                                                   |  | $                          | (2,318 | ) |                          | $ | (3,892 | )
|Add: stock-based compensation recorded                                                                  |  |                            | 8      |   |                          |   | 109    |  
|Deduct: total stock-based employee compensation determined under fair value based method for all awards |  |                            | (231   | ) |                          |   | (522   | )
|                                                                                                        |  |                            |        |   |                          |   |        |  
|Pro forma net loss                                                                                      |  | $                          | (2,541 | ) |                          | $ | (4,305 | )
|                                                                                                        |  |                            |        |   |                          |   |        |  
|Basic and diluted loss per share:                                                                       |  |                            |        |   |                          |   |        |  
|As reported                                                                                             |  | $                          | (0.05  | ) |                          | $ | (0.09  | )
|                                                                                                        |  |                            |        |   |                          |   |        |  
|Pro forma                                                                                               |  | $                          | (0.06  | ) |                          | $ | (0.10  | )
|                                                                                                        |  |                            |        |   |                          |   |        |  



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The following table summarizes stock option activity under all of the Companys stock option plans
for the six month period ended June 30, 2006:



|                                 |  |                  |   |  |                                 |       |                                         |           |                               |   |      
|-------------------------------- |  | ---------------- | - |  | ------------------------------- | ----- | --------------------------------------- | --------- | ----------------------------- | - | -----
|                                 |  | Number of Shares |   |  | Weighted Average Exercise Price |       | WeightedAverageRemainingContractualTerm |           | AggregateIntrinsicValue($000)
|Outstanding at December 31, 2005 |  | 5,655,090        |   |  | $                               | 1.867 |                                         |           |                               |   |      
|Granted                          |  | 1,135,000        |   |  |                                 | 1.814 |                                         |           |                               |   |      
|Exercised                        |  | (591,668         | ) |  |                                 | 0.419 |                                         |           |                               |   |      
|Canceled                         |  | (659,525         | ) |  |                                 | 1.993 |                                         |           |                               |   |      
|                                 |  |                  |   |  |                                 |       |                                         |           |                               |   |      
|Outstanding at June 30, 2006     |  | 5,538,897        |   |  | $                               | 2.009 |                                         | 7.8 years |                               | $ | 5,656
|                                 |  |                  |   |  |                                 |       |                                         |           |                               |   |      
|Exercisable at June 30, 2006     |  | 2,905,340        |   |  | $                               | 2.312 |                                         | 7.1 years |                               | $ | 3,724
|                                 |  |                  |   |  |                                 |       |                                         |           |                               |   |      

The total intrinsic value of stock options exercised during the six-month periods ended June 30, 2006 and
2005 was $839,000 and $1.4 million, respectively.

A summary of the status of the Companys nonvested restricted shares as of
June 30, 2006, and changes during the six months then ended, is presented below:



|                               |  |                  |   |  |                                        |      
|------------------------------ |  | ---------------- | - |  | -------------------------------------- | -----
|                               |  | Number of Shares |   |  | Weighted Average Grant-Date Fair Value
|Nonvested at December 31, 2005 |  | 352,036          |   |  | $                                      | 1.480
|Granted                        |  | 142,860          |   |  |                                        | 1.554
|Vested                         |  | (16,000          | ) |  |                                        | 1.490
|Forfeited                      |  | (62,972          | ) |  |                                        | 1.478
|                               |  |                  |   |  |                                        |      
|Nonvested at June 30, 2006     |  | 415,924          |   |  | $                                      | 1.505
|                               |  |                  |   |  |                                        |      

The total fair value of restricted shares which vested during the six months ended June 30, 2006 and 2005 was
$24,000 and $57,000, respectively.

Acquired Intangible Assets and Goodwill:

Acquired intangible assets (excluding goodwill) are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment on an
annual basis, or on an interim basis if an event or circumstance occurs between annual tests indicating that the assets might be impaired. The impairment test consists of comparing the cash flows expected to be generated by the acquired intangible
asset to its carrying amount. If the asset is considered to be impaired, an impairment loss is recognized in an amount by which the carrying amount of the asset exceeds its fair value. Acquired intangible assets with indefinite useful lives will not
be amortized until their lives are determined to be definite.

Goodwill is tested for impairment using a two-step approach. The first step
is to compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired and the second step is not required. If the
fair value of the reporting unit is less than its carrying amount,



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the second step of the impairment test measures the amount of the impairment loss, if any, by comparing the implied fair value of goodwill to its carrying
amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. The implied fair value of goodwill is calculated in the same manner that goodwill is calculated in a business
combination, whereby the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets), with the excess purchase price over the amounts assigned to assets
and liabilities representing the implied fair value of goodwill. Goodwill is tested for impairment at least annually, or on an interim basis if an event occurs or circumstances change that would likely reduce the fair value of a reporting unit below
its carrying value.

Deferred Tax Assets:

A deferred tax asset or liability is recorded for temporary differences in the bases of assets and liabilities for book and tax purposes and loss carry forwards based on enacted rates expected to be in effect when these temporary items are
expected to reverse. Valuation allowances are provided to the extent it is more likely than not that all or a portion of the deferred tax assets will not be realized.

Product Indemnification:

The Companys agreements with customers generally include certain
provisions for indemnifying the customer against losses, expenses, and liabilities from damages that may be awarded against the customer in the event that our products are found to infringe upon a patent, copyright, trademark, or other proprietary
right of a third party. The agreements generally seek to limit the scope of remedies for such indemnification obligations in a variety of industry-standard respects, including our right to replace an infringing product. To date, we have not had to
reimburse any of our customers for any losses related to these indemnification provisions and no claims were outstanding as of June 30, 2006 and December 31, 2005. We do not expect that any significant impact on financial position or the
results of operations will result from these indemnification provisions.

New Accounting Pronouncements:

The Financial Accounting Standards Board (FASB) has issued Interpretation No. 48 (FIN 48) regarding Accounting for
Uncertainties in Income Taxes, which defines the threshold for recognizing the benefits of tax-return positions in the financial statements as more-likely-than-not to be sustained by the taxing authorities. FIN 48 also requires
explicit disclosure requirements about a Companys uncertainties related to their income tax position, including a detailed roll-forward of tax benefits taken that do not qualify for financial statement recognition. This Interpretation is
effective for fiscal years beginning after December 31, 2006. The Company will assess the possible impact of this FIN 48 in the second half of 2006.

NOTE 3. NET LOSS PER SHARE

Basic net loss per share was determined by dividing the net loss applicable to common stockholders by
the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share was the same as basic net loss per share for all periods presented since the effect of any potentially dilutive securities was excluded,
as they are anti-dilutive as a result of the Companys net losses. The total numbers of common equivalent shares excluded from the diluted loss per share calculation were 1,783,301 and 4,012,599 for the three months ended June 30, 2006 and
2005, respectively, and 1,722,109 and 4,205,966 for the six months ended June 30, 2006 and 2005, respectively.



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NOTE 4. SIGNIFICANT CUSTOMERS

The Company had certain customers which individually generated revenues comprising a significant percentage of total revenue, as follows:



|           |  |                            |   |  |                          |   |  |      |   |  |      |  
|---------- |  | -------------------------- | - |  | ------------------------ | - |  | ---- | - |  | ---- | -
|           |  | Three months endedJune 30, |   |  | Six months endedJune 30, |  
|           |  | 2006                       |   |  | 2005                     |   |  | 2006 |   |  | 2005 |  
|Customer A |  |                            | * |  |                          | * |  |      | * |  | 13   | %
|Customer B |  |                            | * |  |                          | * |  |      | * |  | 12   | %

The Company had certain customers whose accounts receivable balances individually represented a
significant percentage of total receivables, as follows:



|           |  |          |   |  |      |  
|---------- |  | -------- | - |  | ---- | -
|           |  | June 30, |  
|           |  | 2006     |   |  | 2005 |  
|Customer B |  |          | * |  | 17   | %
|Customer C |  | 14       | % |  |      | *
|Customer D |  |          | * |  | 24   | %

---

|* | was less than 10% of the Companys total
|- | ----------------------------------------

NOTE 5. STRATEGIC RELATIONSHIP AGREEMENT

In May 2000, the Company entered into a ten-year Strategic Relationship Agreement
(the Initial P&G Agreement) with The Procter & Gamble Company (P&G), pursuant to which P&G designated the Company as its exclusive provider of purchase contract management software for its commercial
products group for a period of three years. In addition, P&G has agreed to provide the Company with certain strategic marketing and business development services over the term of the P&G Agreement. P&G also entered into an agreement to
license certain software and technology from the Company.

As consideration for entering into the Initial P&G Agreement, the Company
granted to P&G a fully exercisable warrant to purchase 875,000 shares of common stock. The warrant did not require any future product purchases or service performance. The warrant, which was exercisable for a period of two years at an
exercise price of $9.00 per share, was converted into 561,960 shares of common stock via a non-cash exercise during 2000. In addition, the Company had agreed to pay P&G a royalty of up to 10% of the revenue generated from the commercial products
market, as defined. As of February 2003, no such royalties had been earned or paid.

In February 2003, the Initial P&G Agreement was
amended to delete the royalty provision, in exchange for which the Company granted to P&G a fully exercisable warrant to purchase 1,000,000 shares of the Companys common stock. The warrant was exercisable for a period of three years at an
exercise price of $1.20 per share. In November 2004, April 2005 and June 2005, P&G partially exercised the warrant, acquiring an aggregate of 750,000 shares of the Companys common stock. In February 2006, P&G exercised the
remaining 250,000 shares of the warrant.



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NOTE 6. SEGMENT DISCLOSURE

The Company measures operating results as two reportable segments, both of which provide multiple products and services that allow manufacturers,
purchasers and intermediaries to manage their complex contracts for the purchase and sale of goods. The Companys reportable segments are strategic business units that market to separate and distinct business groups: (i) health and life
sciences, which includes pharmaceutical manufacturers, and (ii) industry solutions, which markets to all other industries. The following table reflects the results of the segments consistent with the Companys information management
system.



|                                                 |  |                         |        |   |                    |   |        |              |  |   |        |   |  |   |        |  
|------------------------------------------------ |  | ----------------------- | ------ | - | ------------------ | - | ------ | ------------ |  | - | ------ | - |  | - | ------ | -
|(Amounts in thousands)                           |  | Health and LifeSciences |        |   | Industry Solutions |   |        | Undesignated |  |   | Totals |  
|At and for the three months ended June 30, 2006: |  |                         |        |   |                    |   |        |              |  |   |        |   |  |   |        |  
|Revenues                                         |  | $                       | 5,093  |   |                    | $ | 1,802  |              |  | $ |       |   |  | $ | 6,895  |  
|Segment loss                                     |  |                         | (1,172 | ) |                    |   | (3,305 | )            |  |   |       |   |  |   | (4,477 | )
|Segment assets                                   |  |                         | 23,798 |   |                    |   | 3,630  |              |  |   | 5,951  |   |  |   | 33,379 |  
|Goodwill                                         |  |                         | 2,716  |   |                    |   |       |              |  |   | 5,951  |   |  |   | 8,667  |  
|                                                 |  |                         |        |  
|For the six months ended June 30, 2006:          |  |                         |        |   |                    |   |        |              |  |   |        |   |  |   |        |  
|Revenues                                         |  | $                       | 10,894 |   |                    | $ | 3,619  |              |  | $ |       |   |  | $ | 14,513 |  
|Segment loss                                     |  |                         | (1,163 | ) |                    |   | (6,188 | )            |  |   | (156   | ) |  |   | (7,507 | )
|                                                 |  |                         |        |  
|At and for the three months ended June 30, 2005: |  |                         |        |   |                    |   |        |              |  |   |        |   |  |   |        |  
|Revenues                                         |  | $                       | 6,066  |   |                    | $ | 2,300  |              |  | $ |       |   |  | $ | 8,366  |  
|Segment income (loss)                            |  |                         | 97     |   |                    |   | (2,259 | )            |  |   | (156   | ) |  |   | (2,318 | )
|Segment assets                                   |  |                         | 30,278 |   |                    |   | 2,855  |              |  |   | 6,420  |   |  |   | 39,553 |  
|Goodwill                                         |  |                         | 2,716  |   |                    |   |       |              |  |   | 5,951  |   |  |   | 8,667  |  
|                                                 |  |                         |        |  
|For the six months ended June 30, 2005:          |  |                         |        |   |                    |   |        |              |  |   |        |   |  |   |        |  
|Revenues                                         |  | $                       | 13,106 |   |                    | $ | 4,194  |              |  | $ |       |   |  | $ | 17,300 |  
|Segment income (loss)                            |  |                         | 1,244  |   |                    |   | (4,823 | )            |  |   | (313   | ) |  |   | (3,892 | )

Undesignated amounts consist of goodwill and acquired intangible asset values and related amortization amounts
with respect to the Companys acquisition of Menerva Technologies, Inc.

NOTE 7. RESTRUCTURING AND OTHER CHARGES

In 2003 and 2004, the Company took several actions to reduce its operating expenses in order to better align its cost structure with projected revenues
and to streamline its operations in advance of a planned (and subsequently terminated) sale of its health and life sciences operation. These actions included the closing of its office in Chicago, Illinois and the partial closing of its facility in
London, England. With respect to the Chicago and London office closings, the Company had determined the fair value of the remaining liabilities of the unused space (net of estimated sublease rentals) for each lease as of the respective cease-use
dates.

In the six months ended June 30, 2006, the Company realized a charge of $44,000 in connection with the amortization of its
long-term lease restructuring accruals for its Chicago and London facilities.



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##### Table of Contents

A rollforward of the Companys accrued liability for restructuring and other charges, consisting
entirely of lease costs, is as follows:



|                                                             |  |   |       |  
|------------------------------------------------------------ |  | - | ----- | -
|(Amounts in thousands)                                       |  |   |      
|Balance at December 31, 2005                                 |  | $ | 1,119 |  
|Activity in six months ended June 30, 2006:                  |  |   |       |  
|Restructuring charge                                         |  |   | 44    |  
|Payments net of sublease receipts                            |  |   | (116  | )
|                                                             |  |   |       |  
|Balance at June 30, 2006                                     |  | $ | 1,047 |  
|                                                             |  |   |       |  
|Current portion  included in accrued expenses               |  | $ | 224   |  
|                                                             |  |   |       |  
|Noncurrent portion  included in other long-term liabilities |  | $ | 823   |  
|                                                             |  |   |       |  

NOTE 8. VALUATION AND QUALIFYING ACCOUNTS

A rollforward of the Companys allowance for doubtful accounts at June 30 is as follows:



|                                 |  |      |      |   |      |   |     |  
|-------------------------------- |  | ---- | ---- | - | ---- | - | --- | -
|(Amounts in thousands)           |  | 2006 |      |   | 2005 |  
|Balance at January 1,            |  | $    | 525  |   |      | $ | 402 |  
|Write offs                       |  |      | (151 | ) |      |   | (9  | )
|Currency translation adjustments |  |      | 2    |   |      |   | (7  | )
|                                 |  |      |      |   |      |   |     |  
|Balance at June 30,              |  | $    | 376  |   |      | $ | 386 |  
|                                 |  |      |      |   |      |   |     |  

NOTE 9. TERMINATION OF PROPOSED MERGER WITH SELECTICA, INC.

On March 31, 2005, the shareholders of the Company voted to reject a proposed merger among the Company, Selectica, Inc. (Selectica) and a
subsidiary of Selectica. As a result, the merger agreement among the parties terminated. Under the terms of the merger agreement, Selectica would have paid $1.55 per share in cash for all outstanding shares of the Companys common stock, for a
total transaction value of approximately $70.0 million. In the six months ended June 30, 2005, the Company incurred $107,000 in legal fees and other costs related to the proposed merger.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should
read the following discussion of our financial condition and results of operations in conjunction with our financial statements and related notes. In addition to historical information, the following discussion and other parts of this report contain
forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated by such forward-looking statements due to various factors, including, but not limited to, those set forth under
Risk Factors in Part II, Item 1A, and elsewhere, in this report.

OVERVIEW

We provide software and related services that allow our clients to more effectively manage their contract-based, business-to-business relationships
through the entirety of the contract management lifecycle. We operate our business in two segments: health and life sciences and industry solutions. The health and life sciences line of business markets and sells our products and services to
companies in the life sciences industries, including pharmaceutical and medical product companies, wholesale distributors and managed care organizations. The industry solutions line of business targets all other industries, with an emphasis on
consumer products, foodservice, disposables, oil/gas/energy, consumer durables, industrial products, chemicals, apparel, and telecommunications.

Our primary products and services were originally developed to manage complex contract purchasing relationships in the healthcare industry. Our software is currently licensed by 17 of the 20 largest world-wide pharmaceutical manufacturers,
ranked according to 2005 annual pharma revenues. As the depth and breadth of our product suites have expanded, we have added companies in the industry solutions markets to our customer base.

We have generated revenues from both products and services. Product revenues from our Enterprise Contract Management Software Suites accounted for 14.3%
of net revenues in the six months ended June 30, 2006 versus 20.6% of net revenues in the six months ended June 30, 2005. Service revenues include maintenance and support fees directly related to our licensed software products,
professional service fees derived from consulting, installation, business analysis and training services related to our software products and hosting fees. Service revenues accounted for 85.7% of net revenues in the six months ended June 30,
2006 versus 79.4% of net revenues in the six months ended June 30, 2005.

After having implemented a number of employee headcount
reductions and office downsizings during the period June 2001 through March 2004, our aggregate quarterly spending on cost of products and services, sales and marketing, research and development and general and administrative expenses has remained
fairly steady  ranging from $9.6 million to $11.2 million since the first quarter of 2004. Out total employee headcount has decreased slightly from 170 at March 31, 2004 to 168 at June 30, 2006.

In August 2005, the Company announced the departure of its Chief Executive Officer, A. Leigh Powell, and its Chief Operating Officer, Terrence M.
Nicholson. In connection with the resignation of these executives, we incurred $350,000 in future severance and benefit costs in 2005. Also, Yorgen Edholm was appointed Acting President and Chief Executive Officer, and John A. Rade was appointed
Chairman of the Board of Directors with certain executive powers. In February 2006, Mr. Edholm resigned as Acting President and Chief Executive Officer while remaining on the Board of Directors, and Mr. Rade assumed his current role as
Acting President and Chief Executive Officer on an interim basis. Each of our Acting Chief Executive Officers was a member of the Board of Directors prior to his appointment and remains a member.



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CRITICAL ACCOUNTING POLICIES

Revenue Recognition

We generate revenues from licensing our software and providing professional services, training and
maintenance and support services. Software license revenues are attributable to the addition of new customers and the expansion or renewal of existing customer relationships through licenses covering additional users, licenses of additional software
products and license renewals.

We recognize software license fees upon execution of a signed license agreement and delivery of the
software to customers, provided there are no significant post-delivery obligations, the payment is fixed or determinable and collection is probable. In multiple-element arrangements, we allocate the total fee to professional services, training and
maintenance and support services based on the fair value of those elements, which is defined as the price charged when those elements are sold separately. The residual amount is then allocated to the software license fee. In cases where we agree to
deliver unspecified additional products in the future, the license fee is recognized ratably over the term of the arrangement beginning with the delivery of the first product. If an acceptance period is required, revenues are deferred until customer
acceptance. In cases where collection is not deemed probable, we recognize the license fee as payments are received. In cases where significant production or customization is required prior to attaining technological feasibility of the software,
license fees are recognized on a percentage-of-completion basis and are credited to research and development expenses as a funded development arrangement. After the software attains technological feasibility, recognizable license fees are reported
as product revenue.

In 2004, we began offering current and prospective customers the option to enter into a subscription agreement as an
alternative to our standard license contract model. The standard subscription arrangement is presently a fixed fee agreement over three to five years, covering license fees, unspecified new product releases and maintenance and support, generally
payable in equal quarterly installments commencing upon execution of the agreement. In most agreements that have been executed to date, the subscription arrangement converts free-of-charge to a perpetual license after the completion of the initial
term plus any extensions, generally after five years, after which time the customer would have the option of paying for the continuation of maintenance and support. We recognize all revenue from subscription based arrangements ratably over the term
of the subscription agreement commencing upon delivery of the initial product. Subscription arrangements, including perpetual license arrangements with rights to unspecified additional products that are treated as subscriptions for accounting
purposes, constitute a growing proportion of our new licenses, and we anticipate that this growth will continue in 2006. During the six month periods ended June 30, 2006 and 2005, we recognized $969,000 and $361,000, respectively, in product
revenue related to such agreements. See the reconciliation table that follows under Results of Operations  Comparison of the Three Month Periods Ended June 30, 2006 and 2005  Net Revenues in this Item 2.

During the third quarter of 2005, we became aware of certain defects in the then-current version of one of our software products, which was first
shipped to customers in the fourth quarter of 2004. These defects, which were not identified in pre-release product testing, affected the performance of the software for a portion of our customers depending on each customers particular
implementation environment and its intended use of the software. Because certain concessions have been made to customers in connection with these defects, we have generally not recognized revenue from sales of this software product and related
implementation services beginning in the third quarter of 2005, except in those cases in which it was determined that the customer was not likely to be affected by the known, unresolved software defects. In June 2006, we issued a new major release
of the software, which was designed to resolve known performance defects and is in the process of being implemented at several customer sites. However, we intend to continue deferring revenue in



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connection with license sales and implementation services for this software product until it has been demonstrated at customer sites that the new release of
the software is free of significant performance defects. As of June 30, 2006 and December 31, 2005, we have reversed and deferred $2.0 million and $1.6 million, respectively, of otherwise-recognizable license and professional service
revenue, based in part on our estimate of the fair value of concessions to be made until the remaining defect is resolved, and partly on our determination that license fees were not fixed and determinable because of the possibility of future
concessions.

Service revenues include professional services, training and maintenance and support services and reimbursable out-of-pocket
expenses. Professional service revenues are recognized as the services are performed. If conditions for acceptance exist, professional service revenues are recognized upon customer acceptance. For fixed fee professional service contracts, we provide
for anticipated losses in the period in which the loss is probable and can be reasonably estimated. Training revenues are recognized as the services are provided. Included in training revenues are registration fees received from participants in our
off-site user training conferences.

Maintenance and customer support fees are recognized ratably over the term of the maintenance
contract, which is generally twelve months. When maintenance and support is included in the total license fee, we allocate a portion of the total fee to maintenance and support based upon the price paid by the customer when sold separately,
generally as renewals in the second year.

Payments received from customers at the inception of a maintenance period are treated as
deferred service revenues and recognized ratably over the maintenance period. Payments received from customers in advance of product shipment or revenue recognition are treated as deferred product revenues and recognized when the product is shipped
to the customer or when otherwise earned.

We account for consideration given to a customer or a reseller of our products as a reduction of
revenue in certain circumstances. To the extent that cumulative consideration earned by a customer or reseller during a reporting period exceeds revenue earned by the Company from the customer or reseller, such excess is reported as sales and
marketing expense.

Stock-based Compensation:

We measure and record the compensation cost of employee and director services received in exchange for stock option grants and other equity awards based on the grant-date fair value of the awards. Under the fair-value method, compensation
associated with equity awards is determined based on the estimated fair value of the award itself, measured using either current market data or an established option pricing model. The measurement date for employee and director awards is generally
the date of grant. The values of the portions of the awards that are ultimately expected to vest are recognized as expense over the requisite service periods.

The Company accounts for stock options and awards granted to non-employees other than directors using the fair-value method. The measurement date for awards granted to non-employees other than directors is generally
the date that performance of certain services is complete.

Allowance for Doubtful Accounts

We record provisions for doubtful accounts based on a detailed assessment of our accounts receivable and related credit risks. In estimating the allowance
for doubtful accounts, management considers the age of the accounts receivables, our historical write-off experience, the credit worthiness of customers and the economic conditions of the customers industries and general economic conditions,
among other factors. Should any of these factors change, the estimates made



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by management will also change, which could affect the level of our future provision for doubtful accounts. If the assumptions we used to calculate these
estimates do not properly reflect future collections, there could be an impact on future reported results of operations. The provisions for doubtful accounts are included in general and administrative expenses in the consolidated statements of
operations.

Acquired Intangible Assets

Acquired intangible assets (excluding goodwill) are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment on an annual basis, or on an interim basis if an event or circumstance occurs between
annual tests indicating that the assets might be impaired. The impairment test consists of comparing the cash flows expected to be generated by the acquired intangible asset to its carrying amount. If the asset is considered to be impaired, an
impairment loss will be recognized in an amount by which the carrying amount of the asset exceeds its fair value. Acquired intangible assets with indefinite useful lives will not be amortized until their lives are determined to be definite.

Goodwill

Goodwill is tested for
impairment using a two-step approach. The first step is to compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered
impaired and the second step is not required. If the fair value of the reporting unit is less than its carrying amount, the second step of the impairment test measures the amount of the impairment loss, if any, by comparing the implied fair value of
goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. The implied fair value of goodwill is calculated in the same manner that goodwill is
calculated in a business combination, whereby the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets), with the excess purchase price over the
amounts assigned to assets and liabilities representing the implied fair value of goodwill. Goodwill is tested for impairment at least annually, or on an interim basis if an event occurs or circumstances change that would likely reduce the fair
value of a reporting unit below its carrying value.

Deferred Tax Assets

A deferred tax asset or liability is recorded for temporary differences in the bases of assets and liabilities for book and tax purposes and loss carry
forwards based on enacted tax rates expected to be in effect when these temporary items are expected to reverse. Valuation allowances are provided to the extent it is more likely than not that all or a portion of the deferred tax assets will not be
realized.

Product Indemnification

Our
agreements with customers generally include certain provisions obligating us to indemnify the customer against losses, expenses, and liabilities from damages that may be awarded against the customer in the event that our products are found to
infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally seek to limit the scope of remedies for such indemnification obligations in a variety of industry-standard respects, including our
right to replace an infringing product. To date, we have not had to reimburse any of our customers for any losses related to these indemnification provisions and no claims were outstanding as of June 30, 2006. We do not expect that any
significant impact on financial position or the results of operations will result from these indemnification provisions.



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Research and Development Costs

Research and development costs are charged to operations as incurred. Based on our product development process, technological feasibility is established upon completion of a working model. Costs incurred by the
Company between completion of the working model and the point at which the product is ready for general release have not been material. As such, all software development costs incurred to date have been expensed as incurred.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTH PERIODS ENDED JUNE 30, 2006 AND 2005

NET REVENUES

Net revenues decreased by $1.5 million, or 17.6%, to $6.9 million for the quarter ended June 30, 2006 from $8.4 million for the
quarter ended June 30, 2005. Product revenues decreased by $975,000, or 65.9%, to $505,000 for the quarter ended June 30, 2006 from the same period a year earlier, while service revenues decreased by $496,000 or 7.2% to $6.4 million. As
indicated in the table below, the gross value of license contracts sold during the second quarter of 2006 decreased by $621,000, or 11.8%, versus the second quarter of 2005, due to a decrease in the number of license transactions (minimum value of
$50,000) from 10 to 6, partially offset by a 48% increase in the gross average selling price. Most of the revenue from the license transactions executed in both the second quarters of 2006 and 2005 was deferred to future reporting periods. As we
work to increase our sales in both of our reportable segments, we believe that a significant proportion of future license contracts will likewise be subscription arrangements or will have conditions, such as software acceptance testing, resulting in
deferral of license revenue recognition to later reporting periods. As a result, in future reporting periods we expect recognized revenues to exclude much of the license revenue generated from contracts entered into in those periods but to include
larger proportions of revenues from contracts entered into in prior reporting periods.

Reconciliation of Gross Value of License
Transactions to Reportable Product Revenue



|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|-------------------------------------------------------------------------------------- |  | -------------------------- | ----- | ------------------------ | - | ----- |  | ---- | ----- |  | - | -----
|                                                                                       |  | Three months endedJune 30, |       | Six months endedJune 30,
|                                                                                       |  | 2006                       |       | 2005                     |   | 2006  |  | 2005
|                                                                                       |  | (AMOUNTS IN THOUSANDS)    
|Gross value of license contracts sold:                                                 |  |                            |       |                          |   |       |  |      |       |  |   |      
|Health and Life Sciences                                                               |  | $                          | 3,772 |                          | $ | 4,649 |  | $    | 7,229 |  | $ | 6,185
|Industry Solutions                                                                     |  |                            | 848   |                          |   | 592   |  |      | 1,394 |  |   | 868  
|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|                                                                                       |  |                            | 4,620 |                          |   | 5,241 |  |      | 8,623 |  |   | 7,053
|Add product revenue recorded in current period from contracts sold in prior periods:   |  |                            |       |                          |   |       |  |      |       |  |   |      
|Health and Life Sciences - subscriptions                                               |  |                            | 469   |                          |   | 223   |  |      | 931   |  |   | 361  
|Health and Life Sciences - other deferrals                                             |  |                            |      |                          |   |      |  |      |      |  |   | 1,476
|Industry Solutions - subscriptions                                                     |  |                            | 19    |                          |   |      |  |      | 38    |  |   |     
|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|                                                                                       |  |                            | 488   |                          |   | 223   |  |      | 969   |  |   | 1,837
|Less value of license contracts sold in current period and deferred to future periods: |  |                            |       |                          |   |       |  |      |       |  |   |      
|Health and Life Sciences                                                               |  |                            | 3,772 |                          |   | 3,892 |  |      | 6,154 |  |   | 5,203
|Industry Solutions                                                                     |  |                            | 831   |                          |   | 92    |  |      | 1,363 |  |   | 130  
|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|                                                                                       |  |                            | 4,603 |                          |   | 3,984 |  |      | 7,517 |  |   | 5,333
|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|Product revenue recorded:                                                              |  |                            |       |                          |   |       |  |      |       |  |   |      
|Health and Life Sciences                                                               |  |                            | 469   |                          |   | 980   |  |      | 2,006 |  |   | 2,819
|Industry Solutions                                                                     |  |                            | 36    |                          |   | 500   |  |      | 69    |  |   | 738  
|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|                                                                                       |  | $                          | 505   |                          | $ | 1,480 |  | $    | 2,075 |  | $ | 3,557
|                                                                                       |  |                            |       |                          |   |       |  |      |       |  |   |      



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The above financial information is provided as additional information and is not in accordance with or an
alternative to generally accepted accounting principles, or GAAP. We believe its inclusion can enhance an overall understanding of our past operational performance and also our prospects for the future. This reconciliation of product revenues is
made with the intent of providing a more complete understanding of our revenue performance, as opposed to GAAP revenue results, which do not include the impact of newly-executed subscription agreements and other deferred revenue arrangements that
are material to the ongoing performance of our business. This information quantifies the various components comprising current revenue, which in each period consists of revenues from licenses sold in current periods plus product revenue recorded in
the current period from contracts sold in prior periods, less the value of license contracts sold in the current period that is not yet recognizable. Included in the gross value of license contracts sold amounts are license and first year
maintenance and support fees, and non-cancelable subscription fee obligations that are not currently recognizable as product revenue upon execution of the license agreement because all the requirements for revenue recognition (see Critical
Accounting Policies above) are not present, such as the presence of extended payment terms, future software deliverables, or customer acceptance provisions. This definition has been updated from the prior years disclosures to include the
value of first year maintenance and support obligations. This provides a better comparison between license and subscription values as subscription commitments include maintenance and support over the term of the commitment. The gross value of
license contracts sold also includes amounts that are not yet contractually billable to the customer and any such unbilled amounts are not yet reflected in deferred revenues on our consolidated balance sheet. Management uses this information as a
basis for planning and forecasting core business activity in future periods and believes it is useful in understanding our results of operations. The presentation of this additional revenue information is not meant to be considered in isolation or
as a substitute for revenues reported in accordance with GAAP in the United States.

Revenues derived from the industry solutions segment
decreased by $498,000, or 21.7%, to $1.8 million for the quarter ended June 30, 2006 versus the same quarter in 2005. This decrease was comprised principally of a $464,000, or 92.9%, decrease in product revenues. As indicated in the above
table, the gross values of license contracts sold in this segment during the quarter ended June 30, 2006 increased by $256,000, or 43.2%, versus the same quarter in 2005 due to increases in both the number of license transactions and the
average selling price. We believe this increase in license sales is evidence of increasing demand for our new products in the Enterprise Contract Management Product Suite, which are targeted primarily to customers in the industry solutions segment
but are also gaining acceptance in the health and life sciences segment. However, these new products are still in early-stage releases, which continues to limit our ability to derive consistent revenues from them and to increase revenues in general.
In the three months ended June 30, 2006, we also deferred product and service revenues from certain customers with especially complex implementations of these new products. Until these new products have demonstrated a consistent record of
performance in such installations, we intend to continue deferring revenue as appropriate.

Total net revenues derived from the health and
life sciences segment decreased by $973,000, or 16.0%, to $5.1 million for the quarter ended June 30, 2006 from $6.1 million in the year earlier period, comprised principally of decreases in this segments professional services revenues
and product revenues of $522,000, or 52.1%, and $511,000, or 17.7%, respectively. As indicated in the table above, the gross value of license contracts sold in this segment during the second quarter of 2006 decreased by $877,000, or 18.9%, relative
to second quarter of 2005, due to a decrease in the number of license transactions partially offset by an increase in the average selling price.



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Overall service revenues decreased by $496,000, or 7.2% to $6.4 million in the three months ended
June 30, 2006 versus $6.9 million in the year earlier period. This decrease was attributable to a $705,000, or 19.0%, decrease in professional services revenues, caused by reduced demand for consulting services, primarily in the health and life
sciences segment, and increases in nonbillable consulting work, which is largely attributable to the software performance-related deferrals discussed above.

OPERATING EXPENSES

COST OF THIRD PARTY TECHNOLOGY. Cost of third party technology consists of amounts due to third parties for
royalties related to integrated technology. Cost of third party technology decreased by $39,000 to $40,000 for the three months ended June 30, 2006 from $79,000 in the year earlier period

COST OF SERVICES. Cost of services consists primarily of payroll and related costs and subcontractor fees for providing professional services and
maintenance and support services. Cost of services increased by $204,000, or 5.2%, to $4.1 million for the quarter ended June 30, 2006 from the year earlier period. This increase is primarily attributable to a $231,000 increase in the cost of
consultants, resulting from the need to augment our professional services staff on certain implementation engagements. As noted in Critical Accounting Policies  Revenue Recognition in this Item 2, one of our software products
has been experiencing performance defects, and consequently we have increased staffing on certain implementation engagements without a corresponding increase in billable revenue. As a percentage of service revenues, cost of services increased to
64.1% for the quarter ended June 30, 2006 from 56.5% for the quarter ended June 30, 2005.

AMORTIZATION OF ACQUIRED INTANGIBLE
ASSETS. Amortization of acquired intangible assets related to our acquisitions amounted to $47,000 in the quarter ended June 30, 2006, which represents a decrease of $296,000, or 86.3%, from $343,000 recorded in the quarter ended June 30,
2005. This decrease is attributable to the intangible assets in connection with the acquisitions of NetReturn, LLC and Menerva Technologies, Inc. becoming fully-amortized during the first quarter of 2006.

SALES AND MARKETING. Sales and marketing expenses consist primarily of payroll and related benefits for sales and marketing personnel, commissions for
sales personnel, travel costs, recruiting fees, expenses for trade shows and advertising and public relations expenses. Sales and marketing expenses increased by $403,000, or 18.5%, to $2.6 million in the three months ended June 30, 2006 from
$2.2 million in the same period in 2005. The increase is primarily attributable to increases of $193,000 in commission costs and $182,000 in marketing-related consulting fees. The increase in commission costs is due primarily to increases in draw
payments to sales personnel in the industry solutions segment and to commission plan design changes. As a percentage of total net revenues, sales and marketing expense increased to 37.4% for the quarter ended June 30, 2006 from 26.0% for the
quarter ended June 30, 2005.

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of payroll and related
costs for development personnel and external consulting costs associated with the development of our products and services. Research and development costs, including the costs of developing computer software, are charged to operations as they are
incurred. Research and development expenses increased by $277,000, or 9.6%, to $3.2 million for the quarter ended June 30, 2006 from $2.9 million for the quarter ended June 30, 2005. This increase was principally attributable to a $362,000
increase in consulting costs, much of which is related to our efforts to meet a June 2006 deadline for the major release of a new version of a software product which has experienced performance defects, as noted in Critical Accounting Policies
 Revenue Recognition in this Item 2, and a $62,000 increase in noncash stock



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compensation costs, mostly resulting from our adoption of FAS 123(R), partially offset by a $171,000 funded development credit. As a percentage of total net
revenues, research and development expense increased to 45.9% for the quarter ended June 30, 2006 from 34.5% for the quarter ended June 30, 2005.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist primarily of salaries and related costs for personnel in our administrative, finance and human resources departments, and legal, accounting and
other professional service fees. General and administrative expenses increased by $215,000, or 18.7%, to $1.4 million for the quarter ended June 30, 2006 from $1.1 million in the same period in 2005. This increase in general and administrative
expenses was primarily attributable to $113,000 in incremental noncash stock compensation costs, primarily for outside directors, resulting mostly from the adoption of FAS 123(R), and a $98,000 increase in salary and related costs. As a percentage
of total net revenues, general and administrative expenses increased to 19.8% for the quarter ended June 30, 2006 from 13.7% for the quarter ended June 30, 2005.

DEPRECIATION. Depreciation expense decreased by $17,000, or 8%, from $207,000 in the second quarter of 2005 to $190,000 in the second quarter of 2006.
This decrease is principally attributable to a reduction in the level of furniture, equipment and software additions from the year 2002 ($933,000) to the year 2005 ($684,000), the majority of these asset additions being depreciated over a three-year
life.

RESTRUCTURING AND OTHER CHARGES. In the quarter ended June 30, 2006, we recorded $36,000 in charges related to efforts in prior
quarters to streamline operations. This charge represents the amortization of the discount incorporated in the initial restructuring provisions for future lease costs in connection with the Chicago and London office downsizings.

OTHER INCOME, NET

Other income, net, increased by $101,000,
or 246%, in the quarter ended June 30, 2006 as compared to the year earlier period. This increase was principally comprised of a $63,000 increase in interest income, attributable to significantly higher average yields, and a $30,000 decrease in
foreign currency transaction losses.

PROVISION FOR INCOME TAXES

We incurred operating losses for all quarters in 2005 and the first two quarters of 2006 and have consequently recorded a valuation allowance for the full amount of our net deferred tax asset, which consists
principally of our net operating loss carryforwards, as the future realization of the tax benefit is uncertain. No provision or benefit for income taxes has been recorded in the three-month periods ended June 30, 2006 and 2005.

COMPARISON OF THE SIX MONTH PERIODS ENDED JUNE 30, 2006 AND 2005

NET
REVENUES

Net revenues decreased by $2.8 million, or 16.1%, to $14.5 million for the six months ended June 30, 2006 from $17.3 million
for the six months ended June 30, 2005. Product revenues decreased by $1.5 million, or 41.7%, to $2.1 million for the six months ended June 30, 2006 from the same period a year earlier, while service revenues decreased by $1.3 million or
9.5%. The gross value of license contracts (minimum price of $50,000) sold during the first six months of 2006 increased by $1.6 million, or 22.3%, versus the same period in 2005, due entirely to an increase in gross average selling price to
$614,000 from $435,000, as the number of license contracts sold decreased from 16 to 14. However, a larger proportion of the revenue from the



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license transactions executed in the first six months of 2006 was deferred to future reporting periods relative to the year earlier period. Also, product
revenue in the six-month period ended June 30, 2005 included $1.5 million of previously deferred license fees in connection with two license transactions executed during the fourth quarter of 2004.

Total net revenues derived from the industry solutions segment decreased by $575,000, or 13.7%, to $3.6 million for the six months ended June 30,
2006 from $4.2 million for the six months ended June 30, 2005. Segment product revenues for the 2006 year-to-date period decreased by $669,000, or 90.6%, relative to the prior year while segment service revenues were essentially unchanged at
$3.5 million. The gross values of license contracts sold in this segment during the six months ended June 30, 2006 increased by $526,000, or 60.6%, versus the same period in 2005 due to increases in both the number of license transactions and
the average selling price. However, virtually all product revenues in connection with the current years license transactions in this segment were deferred to future periods because the agreements were structured as subscription arrangements or
included contractual acceptance clauses.

Total net revenues derived from the health and life sciences segment decreased by $2.2 million,
or 16.9%, to $10.9 million for the six months ended June 30, 2006 from $13.1 million in the year earlier period, comprised principally of decreases in this segments professional services revenues and product revenues of $1.7 million, or
22.8%, and $813,000, or 28.8%, respectively. The gross value of license contracts sold in this segment during the first six months of 2006 increased by $1.0 million, or 16.9%, relative to the year earlier period, due to a 43% increase in the average
selling price partially offset by an 18% decrease in the number of license transactions.

Overall service revenues decreased by $1.3
million, or 9.5% to $12.4 million in the six months ended June 30, 2006 versus $13.7 million in the year earlier period. This decrease was attributable to a $1.8 million, or 24.2%, decrease in professional services revenues, caused by reduced
demand for consulting services, primarily in the health and life sciences segment, partially offset by a $308,000, or 5.3%, increase in maintenance and support revenues, which was attributable to continued growth in our maintenance-paying, installed
customer base across both segments. The decrease in consulting service revenues in the health and life sciences segment is primarily attributable to a decrease in the number of large engagements for installation of new products relative to the year
ago period, a trend which is expected to continue for the remainder of 2006.

OPERATING EXPENSES

COST OF THIRD PARTY TECHNOLOGY. Cost of third party technology increased by $28,000 to $117,000 for the six months ended June 30, 2006 from $89,000
in the year earlier period. This increase is primarily attributable to the accelerated amortization, begun during the third quarter of 2005, of certain prepaid royalty charges at the rate of $29,000 quarterly in connection with a royalty agreement
that expires in November 2006.

COST OF SERVICES. Cost of services increased by $229,000, or 3.0%, to $7.9 million for the six months ended
June 30, 2006 from the year earlier period. This increase is primarily attributable to a $218,000 increase in the cost of consultants, resulting from the need to augment our professional services staff on certain implementation engagements. As
noted in Critical Accounting Policies  Revenue Recognition in this Item 2, one of our software products has been experiencing performance defects, and consequently we have increased staffing on certain implementation
engagements without a corresponding increase in billable revenue. As a percentage of service revenues, cost of services increased to 63.6% for the six months ended June 30, 2006 from 55.9% for the six months ended June 30, 2005.



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AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS. Amortization of acquired intangible assets related to our
acquisitions amounted to $390,000 in the six months ended June 30, 2006, which represents a decrease of $308,000, or 44.1%, from $698,000 recorded in the six months ended June 30, 2005. This decrease is attributable to the intangible
assets in connection with the acquisitions of NetReturn, LLC and Menerva Technologies, Inc. becoming fully-amortized during the first quarter of 2006.

SALES AND MARKETING. Sales and marketing expenses increased by $437,000, or 10.4%, to $4.7 million in the six months ended June 30, 2006 from $4.2 million in the same period in 2005. The increase is primarily
attributable to increases of $146,000 in marketing-related consulting fees, $119,000 in commission costs and $62,000 in noncash stock compensation costs, mostly resulting from the adoption of FAS 123(R). As a percentage of total net revenues, sales
and marketing expense increased to 32.1% for the six months ended June 30, 2006 from 24.4% for the six months ended June 30, 2005.

RESEARCH AND DEVELOPMENT. Research and development expenses increased by $209,000, or 3.5%, to $6.1 million for the six months ended June 30, 2006 from $5.9 million for the six months ended June 30, 2005. This increase was
principally attributable to a $917,000 increase in consulting costs, partially offset by $513,000 in funded development credits and a $223,000 decrease in salary costs. Essentially all of the decrease in salary costs resulted from average headcount
during the first quarter of 2006 being lower by 8 employees as compared to the year earlier period. As a percentage of total net revenues, research and development expense increased to 42.3% for the six months ended June 30, 2006 from 34.3% for
the quarter ended June 30, 2005.

GENERAL AND ADMINISTRATIVE. General and administrative increased by $384,000, or 16.7%, to $2.7
million for the six months ended June 30, 2006 from $2.3 million in the same period in 2005. This increase in general and administrative expenses was primarily attributable to $166,000 in incremental noncash stock compensation costs, primarily
for outside directors, resulting mostly from the adoption of FAS 123(R), a $108,000 increase in salary and related costs, and an increase of $94,000 in accounting expenses. The increase in accounting expenses was primarily attributable to additional
audit fees incurred for contractual reviews in connection with the audit of our 2005 financial statements, and for predecessor auditor charges incurred in connection with a since-completed periodic review by the Securities and Exchange Commission.
As a percentage of total net revenues, general and administrative expenses increased to 18.4% for the six months ended June 30, 2006 from 13.3% for the six months ended June 30, 2005.

DEPRECIATION. Depreciation expense decreased by $26,000, or 7%, from $387,000 in the six months ended June 30, 2005 to $361,000 in the current year
period. This decrease is principally attributable to a reduction in the level of furniture, equipment and software additions from the year 2002 ($933,000) to the year 2005 ($684,000), the majority of these asset additions being depreciated over a
three-year life.

RESTRUCTURING AND OTHER CHARGES. In the six months ended June 30, 2006, we recorded $44,000 in charges related to
efforts in prior quarters to streamline operations. This charge represents the amortization of the discount incorporated in the initial restructuring provisions for future lease costs in connection with the Chicago and London office downsizings.

OTHER INCOME, NET

Other income, net,
increased by $202,000, or 281%, in the six months ended June 30, 2006 as compared to the year earlier period. This increase was principally comprised of a $118,000 increase in interest income, attributable to significantly higher average
yields, and a $61,000 decrease in foreign currency transaction losses.



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PROVISION FOR INCOME TAXES

We incurred operating losses for all quarters in 2005 and the first two quarters of 2006 and have consequently recorded a valuation allowance for the full amount of our net deferred tax asset, which consists
principally of our net operating loss carryforwards, as the future realization of the tax benefit is uncertain. No provision or benefit for income taxes has been recorded in the six-month periods ended June 30, 2006 and 2005.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2006, we
had cash and cash equivalents of $15.3 million, as compared to cash and cash equivalents of $16.8 million at December 31, 2005 and $18.4 million at June 30, 2005. Also at June 30, 2006, we had no long-term or short-term debt, other
than obligations under capital lease financings. The non-current restricted cash balance of $488,000 at June 30, 2006 represents cash amounts held on deposit as security on two long-term real property lease obligations.

Net cash used in operating activities for the six months ended June 30, 2006 was $1.7 million, as compared to $2.4 million in the six months ended
June 30, 2005. For the six months ended June 30, 2006, net cash used in operating activities consisted principally of our net loss of $7.5 million  as reduced by non-cash items depreciation and amortization of $751,000 and
stock-based compensation of $516,000, partially offset by a $3.3 million decrease in accounts receivable and increases in accounts payable and deferred revenue of $783,000 and $570,000, respectively. The $3.3 million decrease in accounts receivable
was principally attributable to (i) a $2.3 million decrease in the value of non-subscription license agreements executed during the quarter ended versus June 30, 2006 versus the quarter ended December 31, 2005 and (ii) a $1.3
million decrease in maintenance and support renewal billings. Because a significant portion of our customers request a calendar year billing cycle for maintenance and support renewals regardless of the anniversary date of their license agreement,
maintenance and support renewal invoicing volume is generally higher in the fourth quarter each year. The $570,000 year-to-date increase in deferred revenue is mostly attributable to a $1.2 million increase in license fee and professional services
deferrals, resulting from increased incidence of contractual acceptance clause in license agreements and to the software performance-related deferrals noted in Critical Accounting Policies  Revenue Recognition in this Item 2,
partially offset by a $443,000 decrease in deferred maintenance and support revenue, which is a consequence of our customers preference for calendar year maintenance renewal periods.

For the six months ended June 30, 2005, net cash used in operating activities consisted principally of (i) the net loss of $3.9 million, as
offset by non-cash items depreciation and amortization of $1.1 million and noncash stock-based compensation of $109,000, (ii) decreases in accounts payable and deferred revenue of $1.0 million and $511,000, respectively, and (iii) an
increase in prepaid expenses of $705,000, partially offset by a $2.3 million decrease in accounts receivable. The decrease in accounts payable was largely the result of timing, i.e., the balance at December 31, 2004 was unusually high relative
to prior and subsequent quarters. The $511,000 decrease in deferred revenue consisted principally of the recognition into revenue of $876,000 in previously-deferred license fees, partially offset by an increase in deferred subscription revenue. The
$705,000 increase in prepaid expenses was primarily attributable to $755,000 in advance royalty payments to third-party software developers. The $2.3 million decrease in accounts receivable was principally attributable to a $2.9 million decrease in
the value of non-subscription license agreements executed in the second quarter of 2005 versus the fourth quarter of 2004, partially offset by significantly higher professional services billings during the second quarter of 2005 relative to the
fourth quarter of 2004.



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Net cash used in investing activities was $376,000 for the six months ended June 30, 2006, as
compared to cash provided by investing activities of $13.8 million for the six months ended June 30, 2005. Net cash used in investing activities for the six months ended June 30, 2006 consisted of $376,000 in property and equipment
additions. Net cash provided by investing activities for the six months ended June 30, 2005 consisted of $14.6 million in net redemptions of short-term investments and securities held for sale, partially offset by $534,000 in property and
equipment additions and $248,000 in merger consideration paid in connection with the Pricing Analytics acquisition.

Net cash provided by
financing activities was $620,000 in the six months ended June 30, 2006, consisting primarily of $300,000 in proceeds from a warrant exercise and $248,000 in proceeds from stock option exercises. Net cash provided by financing activities was
$920,000 in the six months ended June 30, 2005, consisting primarily of $600,000 in proceeds from warrant exercises and $323,000 in proceeds from stock option exercises.

We currently anticipate that our cash and cash equivalents of $15.3 million will be sufficient to meet our anticipated needs for working capital, capital
expenditures, and acquisitions for at least the next 12 months. Our future long-term capital needs will depend significantly on the rate of growth of our business, our profitability, the mix of subscription licensing arrangements versus perpetual
licenses sold, possible acquisitions, the timing of expanded product offerings and the success of these offerings if and when they are launched. Accordingly, any projections of future long-term cash needs and cash flows are subject to substantial
uncertainty. If our current balance of cash and cash equivalents is insufficient to satisfy our long-term liquidity needs, we may seek to sell additional equity or debt securities to raise funds, and those securities may have rights, preferences or
privileges senior to those of the rights of our common stock. In connection with a sale of stock, our stockholders would experience dilution. In addition, we cannot be certain that additional financing will be available to us on favorable terms when
required, or at all. Our current stock price may make it difficult for us to raise additional equity financing.

CONTRACTUAL OBLIGATIONS



|                              |  |                                           |       |                  |   |          |  |          |       |                   |   |       |  |   |    
|----------------------------- |  | ----------------------------------------- | ----- | ---------------- | - | -------- |  | -------- | ----- | ----------------- | - | ----- |  | - | ---
|                              |  | Payments due by Period - Amounts in $000s
|                              |  | Total                                     |       | Less than 1 year |   | 1-3years |  | 3-5years |       | More than 5 years
|Capital Lease Obligations     |  | $                                         | 216   |                  | $ | 89       |  | $        | 89    |                   | $ | 38    |  | $ |   
|Operating Leases              |  |                                           | 7,029 |                  |   | 1,762    |  |          | 3,210 |                   |   | 1,842 |  |   | 215
|                              |  |                                           |       |                  |   |          |  |          |       |                   |   |       |  |   |    
|Total Contractual Obligations |  | $                                         | 7,245 |                  | $ | 1,851    |  | $        | 3,299 |                   | $ | 1,880 |  | $ | 215
|                              |  |                                           |       |                  |   |          |  |          |       |                   |   |       |  |   |    

Note: Capital Lease Obligations amounts in the above table include interest.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial instruments in
our investment portfolio. The primary objective of our investment activities is to preserve principal while maximizing



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yields without assuming significant risk. This is accomplished by investing in diversified investments, consisting primarily of short-term investment-grade
securities. Due to the nature of our investments, we believe there is no material risk exposure. A 10% change in interest rates, either positive or negative, would not have had a significant effect on interest income in the quarters ended
June 30, 2006 and 2005.

At June 30, 2006, our cash and cash equivalents consisted entirely of money market and short-term
investments with remaining maturities of 90 days or less when purchased and non-interest bearing checking accounts. Investments in marketable debt securities with maturities greater than 90 days and less than one year are classified as
held-to-maturity short-term investments and are recorded at amortized cost. Under current investment guidelines, maturities on short-term investments are restricted to one year or less. Investments in auction rate securities, with maturities which
can be greater than one year but for which interest rates reset in less than 90 days, are classified as available for sale securities and have been stated at fair market value. At June 30, 2006, we held no auction rate certificates, having
disposed of all our holdings in such investments during 2005.

FOREIGN CURRENCY EXCHANGE RISK

We operate in certain foreign locations, where the currency used is not the U.S. dollar. However, these locations have not been, and are not currently
expected to be, significant to our consolidated financial statements. Changes in exchange rates have not had a material effect on our business.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.As required by
Exchange Act Rule 13a-15(b), our management, with the participation of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2006. The term
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its
principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and
procedures. Based on this evaluation, our CEO and CFO concluded that, as of June 30, 2006, our disclosure controls and procedures were effective in timely alerting them to material information required to be included in our periodic SEC
filings and that information required to be disclosed by us in these periodic filings is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that our internal controls are effective to
provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.

(b) Changes in Internal Control. No change in our internal control over financial reporting occurred during the quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.



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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to other information in this Form 10-Q, the following factors could cause
actual results to differ materially from those indicated by forward-looking statements made in this Form 10-Q and presented elsewhere by management from time to time.

WE EXPERIENCED CHANGES OF SENIOR MANAGEMENT IN 2005 AND 2006, WHICH MAY AFFECT OUR BUSINESS, PARTICULARLY IN THE SHORT TERM

In August 2005, we announced the departure of our Chief Executive Officer and Chief Operating Officer and the appointment of a new Chairman of the Board with certain executive powers and a new Acting President and
Chief Executive Officer. In February 2006, our Acting President and Chief Executive Officer resigned, and our Chairman of the Board assumed his duties on an interim basis. Each of our Acting Chief Executive Officers was and remains a member of the
Board of Directors. The Board of Directors is currently conducting a search for a permanent President and Chief Executive Officer. Changes of this nature can create a level of uncertainty and potential disruption to relationships with customers,
prospective customers, employees and business partners, particularly in the short term. Our new leadership will need time to become more familiar with the Company and its culture. For at least the next several quarters, this leadership change could
have an adverse effect on our business, financial condition and results of operations.

WE MAY NEED TO GROW IN MARKETS OTHER THAN THE HEALTH AND LIFE
SCIENCES MARKET FOR OUR FUTURE GROWTH

To be successful, we intend to reduce our reliance on the health and life sciences market, which has
traditionally been the primary source of our revenues. Revenues from our non-health and life sciences customers have comprised 27.3%, 24.4% and 24.9%, respectively, of our consolidated revenues for the years ended December 31, 2004 and 2005 and
the six months ended June 30, 2006. We have not been successful in generating the revenue growth we expected from these markets and we cannot assure you that we will be successful in the future.

WE HAVE INCURRED SUBSTANTIAL LOSSES IN RECENT YEARS AND OUR RETURN TO PROFITABILITY IS UNCERTAIN

We incurred net losses $7.3 million in the year ended December 31, 2004, $9.3 million in the year ended December 31, 2005 and $7.5 million in
the six months ended June 30, 2006, and we had an accumulated deficit at June 30, 2006 of $141.9 million. Our recent results have been impacted by a number of factors that caused current and prospective customers to defer, or otherwise not
make, purchases from us, and we cannot assure you that we will not be affected by these or other factors in future periods. We cannot assure you that we will achieve sufficient revenues to become profitable in the future.

IT IS DIFFICULT FOR US TO PREDICT WHEN OR IF SALES WILL OCCUR AND WE OFTEN INCUR SIGNIFICANT SELLING EXPENSES IN ADVANCE OF OUR RECOGNITION OF ANY RELATED REVENUE

Our clients view the purchase of our software applications and related professional services as a significant and strategic decision. As a
result, clients carefully evaluate our software products and services. The length of this evaluation process is affected by factors such as the clients need



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to rapidly implement a solution and whether the client is new or is extending an existing implementation. The license of our software products may also be
subject to delays if the client has lengthy internal budgeting, approval and evaluation processes, which are quite common in the context of introducing large enterprise-wide technology solutions. We may incur significant selling and marketing
expenses during a clients evaluation period, including the costs of developing a full proposal and completing a rapid proof of concept or demonstration, before the client places an order with us. Clients may also initially purchase a limited
number of licenses before expanding their implementations. Larger clients may purchase our software products as part of multiple simultaneous purchasing decisions, which may result in additional unplanned administrative processing and other delays
in the recognition of our license revenues. If revenues forecasted from a significant client for a particular quarter are not realized or are delayed, as has occurred in recent quarters, we may experience an unplanned shortfall in revenues or cash
during that quarter. This may cause our operating results to be below the expectations of public market analysts or investors, which could cause the value of our common stock to decline.

WE MAY NOT BE ABLE TO ACCURATELY PREDICT THE MIX OF SUBSCRIPTION LICENSES VERSUS PERPETUAL LICENSES, AND THIS COULD AFFECT OUR SHORT-TERM REVENUE AND CASH POSITIONS.

Our customers have shown a growing interest in licensing our software on a subscription basis, which results in deferral of payments and revenues that would
otherwise be reportable if a traditional perpetual license were executed. Our revenue forecasts and internal budgets are based, in part, on our best assumptions about the mix of future subscription licenses versus perpetual licenses. If we
enter into a larger proportion of subscription agreements than planned, we may experience an unplanned shortfall in revenues or cash during that quarter. This may cause our operating results to be below the expectations of
public market analysts or investors, which could cause the value of our common stock to decline.

OUR INABILITY TO PREDICT REVENUE AND OUR FIXED COSTS HAVE
LED, AND WILL CONTINUE TO LEAD, TO FLUCTUATIONS IN OPERATING RESULTS WHICH HAVE RESULTED, AND COULD IN THE FUTURE RESULT, IN A DECLINE OF OUR STOCK PRICE

A significant percentage of our expenses, particularly personnel costs and rent, are fixed costs and are based in part on expectations of future revenues. We may be unable to reduce spending in a timely manner to
compensate for any significant fluctuations in revenues. Accordingly, shortfalls in revenues, as we experienced in recent quarters, may cause significant variations in operating results in any quarter. Our stock price has been impacted by the
failure of our quarterly results to meet the expectations of market analysts and investors, and it could decline further.

OUR CASH POSITION HAS DECLINED
AND WILL LIKELY CONTINUE TO DECLINE UNTIL WE RETURN TO SUSTAINED PROFITABILITY

Our future long-term capital needs will depend significantly
on the rate of growth of our business, our profitability, the mix of subscription licensing arrangements versus perpetual licenses sold, possible acquisitions, the timing of expanded product offerings and the success of these offerings if and when
they are launched. Accordingly, our future long-term cash needs and cash flows are subject to substantial uncertainty. If our current balance of cash and cash equivalents is insufficient to satisfy our long-term liquidity needs, we may seek to sell
additional equity or debt securities to raise funds, and those securities may have rights, preferences or privileges senior to those of the rights of our common stock. In connection with a sale of stock, our stockholders would experience dilution.
In addition, we cannot be certain that additional financing will be available to us on favorable terms when required, or at all. Our current stock price may make it difficult for us to raise additional equity financing.



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WE MAY NOT BE SUCCESSFUL IN DEVELOPING OR ACQUIRING NEW TECHNOLOGIES OR BUSINESSES AND THIS COULD HINDER OUR EXPANSION
EFFORTS

Despite our intentions to reduce our product research and development efforts to levels more customary for our industry, in the
near term we may find it necessary to continue our product research and development efforts at levels similar to current expenditures. We have had quality issues with one of our software products, which has affected our sales and has caused us to
defer revenue recognition, and these issues may continue. We may also consider additional acquisitions of or new investments in complementary businesses, products, services or technologies. We cannot assure you that we will be successful in our
product development efforts or that we will be able to identify appropriate acquisition or investment candidates. Even if we do identify suitable candidates, we cannot assure you that we will be able to make such acquisitions or investments on
commercially acceptable terms. Furthermore, we may incur debt or issue equity securities to pay for any future acquisitions. The issuance of equity securities could be dilutive to our existing stockholders and the issuance of debt could limit our
available cash and accordingly restrict our activities.

WE MAY MAKE ADDITIONAL ACQUISITIONS AND WE MAY HAVE DIFFICULTY INTEGRATING THEM

Any company that we might acquire would have a culture different from ours as well as technologies, products and services that our employees will need to
understand and integrate with our own. We have assimilated the employees, technologies and products of the companies that we have previously acquired and will need to do the same with any new companies we may acquire, and that effort has been, and
will likely continue to be difficult and time-consuming and may be unsuccessful. If we are not successful, our investment in the acquired entity may be impaired or lost, and even if we are successful, the process of integrating an acquired entity
may divert our attention from our core business.

WE HAVE MANY COMPETITORS AND POTENTIAL COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY

The market for our products and services is competitive and subject to rapid change. We encounter significant competition for the sale of
our contract management software from the internal information systems departments of existing and potential clients, software companies that target the contract management markets and professional services organizations. Our competitors vary in
size and in the scope and breadth of products and services offered. We anticipate increased competition for market share and pressure to reduce prices and make sales concessions, which could materially and adversely affect our revenues and margins.

Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. Such competitors may also engage in more extensive research and development, undertake more far-reaching marketing campaigns, adopt
more aggressive pricing policies and make more attractive offers to existing and potential employees and strategic partners. Our competitors could develop products or services that are equal or superior to our solutions or that achieve greater
market acceptance than our solutions. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties. We may not be able to compete successfully, and competitive
pressures may require us to make concessions that will adversely affect our revenues and our margins, or reduce the demand for our products and services.



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THE BID PRICE OF OUR COMMON STOCK ON THE NASDAQ NATIONAL MARKET HAS BEEN BELOW $1.00 PER SHARE, AND IF THE BID PRICE
AGAIN FALLS BELOW $1.00 PER SHARE FOR AN EXTENDED PERIOD, OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ NATIONAL MARKET WHICH COULD REDUCE THE LIQUIDITY OF OUR COMMON STOCK AND ADVERSELY AFFECT OUR ABILITY TO RAISE ADDITIONAL NECESSARY CAPITAL

In April 2003 we received written notification from Nasdaq that we were not in compliance with Nasdaq Marketplace Rule 4450(b)(4)
because the closing bid price of our common stock was below $1.00 for 30 consecutive trading days. We subsequently regained compliance when the bid price of our common stock closed at $1.00 per share or more for 10 consecutive trading days. This
process occurred again in September 2004, when we received a similar notice of deficiency, for which we regained compliance in November 2004. If the closing bid price of our common stock again falls below $1.00 per share for 30 consecutive trading
days and we do not regain compliance, we would be delisted from the Nasdaq National Market. The delisting of our common stock may result in the trading of the stock on the Nasdaq SmallCap or the OTC Bulletin Board. Consequently, a delisting of our
common stock from the Nasdaq National Market may reduce the liquidity of our common stock, adversely affect our ability to raise additional necessary capital and could adversely affect our sales efforts.

WE HAVE MULTIPLE FACILITIES AND WE MAY EXPERIENCE DIFFICULTIES IN OPERATING FROM THESE DIFFERENT LOCATIONS

We operate out of our corporate headquarters in Edison, New Jersey, our primary engineering office in Redwood City, California and other facilities in
Portland, Maine and London, England. The geographic distance between our offices makes it more difficult for our management and other employees to collaborate and communicate with each other than if they were all located in a single facility, and,
as a result, increases the strain on our managerial, operational and financial resources. Also, a significant number of our sales and professional services employees work remotely out of home offices, which adds to this strain.

WE MAY NOT BE SUCCESSFUL IN RETAINING AND ATTRACTING TALENTED AND KEY EMPLOYEES

We depend on the services of our senior management and key technical personnel. The loss of the services of key employees, and the inability to attract new employees to fill crucial roles, could have a material
adverse effect on our business, financial condition and results of operations.

OUR EFFORTS TO PROTECT OUR INTELLECTUAL PROPERTY MAY NOT BE FULLY
EFFECTIVE, AND WE MAY INADVERTENTLY INFRINGE ON THE INTELLECTUAL PROPERTY OF OTHERS

Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain the use of information that we regard as proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the
laws of the United States. We cannot assure investors that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology.

We are not aware that any of our products infringe the proprietary rights of third parties. We cannot assure investors, however, that third parties will
not claim infringement by us with respect



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to current or future products. We expect that software product developers will increasingly be subject to infringement claims as the number of products and
competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or
require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all, which could have a material adverse effect upon our business, operating results
and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



|(b) | Use of Proceeds
|--- | ---------------

The Company has continued to use the
proceeds of its initial public offering in the manner and for the purposes described elsewhere in this Report on Form 10-Q.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders of the Company
was held on May 25, 2006. The stockholders of the Company elected members of the Board of Directors and ratified the selection of BDO Seidman, LLP as the Companys independent auditors for 2005. The following tables show the results of
voting for each matter:



|                                           |     |                                  |         |        |          |         |                 |  
|------------------------------------------ | --- | -------------------------------- | ------- | ------ | -------- | ------- | --------------- | -
|                                           |     | NUMBER OF SHARES OF COMMON STOCK
|                                           | FOR |                                  | AGAINST |        | WITHHELD |         | BROKERNON-VOTES
|Election of members of Board of Directors: |     |                                  |         |        |          |         |                 |  
|Reynolds C. Bish                           |     | 41,968,699                       |         | N/A    |          | 455,118 |                 | 
|Yorgen H. Edholm                           |     | 41,947,994                       |         | N/A    |          | 464,823 |                 | 
|Steven L. Fingerhood                       |     | 41,951,294                       |         | N/A    |          | 561,523 |                 | 
|Murray B. Low                              |     | 41,859,594                       |         | N/A    |          | 653,223 |                 | 
|Mark A. Mitchell                           |     | 41,951,294                       |         | N/A    |          | 561,523 |                 | 
|Karl E. Newkirk                            |     | 41,964,699                       |         | N/A    |          | 548,118 |                 | 
|John A. Rade                               |     | 41,906,973                       |         | N/A    |          | 605,844 |                 | 
|                                           |     |                                  |         |       
|Ratified selection of BDO Seidman, LLP     |     | 42,487,901                       |         | 11,360 |          | 13,566  |                 | 

ITEM 6. EXHIBITS



|(a) | The exhibits listed on the Exhibit Index are filed herewith.
|--- | ------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.



|                     |  |             |  |                                      
|-------------------- |  | ----------- |  | -------------------------------------
|                     |  | I-MANY, INC
|                     |  |            
|Date: August 9, 2006 |  | By:         |  | /s/ Kevin M. Harris                  
|                     |  |             |  | Kevin M. Harris                      
|                     |  |             |  | Chief Financial Officer and Treasurer
|                     |  |            
|                     |  |             |  | /s/ Kevin M. Harris                  
|                     |  |             |  | Kevin M. Harris                      
|                     |  |             |  | Chief Financial Officer              



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                 
|10.1        |  | Employment offer letter of David Blumberg, dated May 4, 2006                                                                                                                
|            | 
|10.2        |  | Summary of 2006 Executive Bonus Plans                                                                                                                                       
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1        |  | Certifications pursuant to 18 U.S.C. sec. 1350.                                                                                                                             



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