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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 March 31, 2005



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 an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



On April 29, 2005, 43,484,970 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 under Managements Discussion and Analysis of Financial Condition and Results of Operations and Certain Factors That May Affect Future
Operating Results as well as in the Form 10-Q generally. 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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##### Table of Contents

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 March 31, 2005 and December 31, 2004                   |  | 4   
|         |  |                                                                                                   
|         |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 |  | 5   
|         |  |                                                                                                   
|         |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 |  | 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                                         |  | 26  
|         |  |                                                                                                   
|Item 4.  |  | Controls and Procedures                                                                            |  | 27  
|         |  |                                                                                                   
|PART II. |  | OTHER INFORMATION                                                                                  |  |     
|         |  |                                                                                                   
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                        |  | 28  
|         |  |                                                                                                   
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                |  | 28  
|         |  |                                                                                                   
|Item 6.  |  | Exhibits                                                                                           |  | 28  
|         |  |                                                                                                   
|         |  | Signatures                                                                                         |  | 28  
|         |  |                                                                                                   
|         |  | Index to Exhibits                                                                                  |  | 29  



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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)



|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                              |  | March 31,2005 |          |   | December 31,2004 |  
|ASSETS                                                                                                                                                                        |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                               |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                     |  | $             | 3,788    |   |                  | $ | 6,098    |  
|Restricted cash                                                                                                                                                               |  |               | 76       |   |                  |   | 161      |  
|Short-term investments and securities held for sale                                                                                                                           |  |               | 14,654   |   |                  |   | 14,610   |  
|Accounts receivable, net of allowance                                                                                                                                         |  |               | 7,835    |   |                  |   | 9,964    |  
|Prepaid expenses and other current assets                                                                                                                                     |  |               | 877      |   |                  |   | 518      |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                          |  |               | 27,230   |   |                  |   | 31,351   |  
|Property and equipment, net                                                                                                                                                   |  |               | 1,387    |   |                  |   | 1,300    |  
|Restricted cash                                                                                                                                                               |  |               | 656      |   |                  |   | 663      |  
|Other assets                                                                                                                                                                  |  |               | 115      |   |                  |   | 120      |  
|Acquired intangible assets, net                                                                                                                                               |  |               | 1,743    |   |                  |   | 2,097    |  
|Goodwill                                                                                                                                                                      |  |               | 8,667    |   |                  |   | 8,667    |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                  |  | $             | 39,798   |   |                  | $ | 44,198   |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY                                                                                                              |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                          |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                              |  | $             | 1,732    |   |                  | $ | 2,372    |  
|Accrued expenses                                                                                                                                                              |  |               | 3,609    |   |                  |   | 4,199    |  
|Current portion of deferred revenue                                                                                                                                           |  |               | 8,488    |   |                  |   | 9,975    |  
|Capital lease obligations                                                                                                                                                     |  |               | 76       |   |                  |   | 160      |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                     |  |               | 13,905   |   |                  |   | 16,706   |  
|Deferred revenue, net of current portion                                                                                                                                      |  |               | 242      |   |                  |   | 275      |  
|Other long-term liabilities                                                                                                                                                   |  |               | 1,174    |   |                  |   | 1,347    |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                             |  |               | 15,321   |   |                  |   | 18,328   |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Series A redeemable convertible preferred stock, $.01 valueAuthorized  1,700 sharesIssued and outstanding 
none                                                             |  |               |         |   |                  |   |         |  
|                                                                                                                                                                              |  |              
|Stockholders equity:                                                                                                                                                         |  |               |          |   |                  |   |          |  
|Undesignated preferred stock, $.01 par valueAuthorized - 5,000,000 shares; designated 1,700 sharesIssued and outstanding -
none                                               |  |               |         |   |                  |   |         |  
|Common stock, $.0001 par value Authorized - 100,000,000 sharesIssued and outstanding  43,143,692 and 42,720,060
sharesat March 31, 2005 and December 31, 2004, respectively |  |               | 4        |   |                  |   | 4        |  
|Additional paid-in capital                                                                                                                                                    |  |               | 151,173  |   |                  |   | 151,014  |  
|Deferred stock-based compensation                                                                                                                                             |  |               | (30      | ) |                  |   | (91      | )
|Accumulated other comprehensive income                                                                                                                                        |  |               | 19       |   |                  |   | 58       |  
|Accumulated deficit                                                                                                                                                           |  |               | (126,689 | ) |                  |   | (125,115 | )
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                    |  |               | 24,477   |   |                  |   | 25,870   |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                    |  | $             | 39,798   |   |                  | $ | 44,198   |  
|                                                                                                                                                                              |  |               |          |   |                  |   |          |  



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 ended March 31, |       
|                                            |  | 2005                         |        |   | 2004 |  
|Net revenues:                               |  |                              |        |   |      |   |        |  
|Product                                     |  | $                            | 2,077  |   |      | $ | 4,908  |  
|Services                                    |  |                              | 6,857  |   |      |   | 6,522  |  
|                                            |  |                              |        |   |      |   |        |  
|Total net revenues                          |  |                              | 8,934  |   |      |   | 11,430 |  
|                                            |  |                             
|Cost of revenues                            |  |                              | 3,802  |   |      |   | 3,902  |  
|                                            |  |                              |        |   |      |   |        |  
|Gross profit                                |  |                              | 5,132  |   |      |   | 7,528  |  
|                                            |  |                              |        |   |      |   |        |  
|Operating expenses:                         |  |                              |        |   |      |   |        |  
|Sales and marketing                         |  |                              | 2,039  |   |      |   | 2,231  |  
|Research and development                    |  |                              | 3,046  |   |      |   | 3,510  |  
|General and administrative                  |  |                              | 1,144  |   |      |   | 1,665  |  
|Depreciation                                |  |                              | 180    |   |      |   | 211    |  
|Amortization of acquired intangible assets  |  |                              | 355    |   |      |   | 331    |  
|Restructuring and other charges             |  |                              | (27    | ) |      |   | 1,147  |  
|                                            |  |                              |        |   |      |   |        |  
|Total operating expenses                    |  |                              | 6,737  |   |      |   | 9,095  |  
|                                            |  |                              |        |   |      |   |        |  
|Loss from operations                        |  |                              | (1,605 | ) |      |   | (1,567 | )
|                                            |  |                             
|Other income, net                           |  |                              | 31     |   |      |   | 31     |  
|                                            |  |                              |        |   |      |   |        |  
|Net loss                                    |  | $                            | (1,574 | ) |      | $ | (1,536 | )
|                                            |  |                              |        |   |      |   |        |  
|Basic and diluted net loss per common share |  | $                            | (0.04  | ) |      | $ | (0.04  | )
|                                            |  |                              |        |   |      |   |        |  
|Weighted average shares outstanding         |  |                              | 42,863 |   |      |   | 40,652 |  
|                                            |  |                              |        |   |      |   |        |  



See
notes to condensed consolidated financial statements.



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|                                                                           
|---------------------------------------------------------------------------
|I-MANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)



|                                                                             |  |                             |        |   |      |   |        |  
|---------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                             |  | Three MonthsEnded March 31, |       
|                                                                             |  | 2005                        |        |   | 2004 |  
|Cash Flows from Operating Activities:                                        |  |                             |        |   |      |   |        |  
|Net loss                                                                     |  | $                           | (1,574 | ) |      | $ | (1,536 | )
|Adjustments to reconcile net loss to net cash used in operating activities:  |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                                |  |                             | 535    |   |      |   | 542    |  
|Restructuring and other charges                                              |  |                             | (27    | ) |      |   | 1,147  |  
|Amortization of deferred stock-based compensation                            |  |                             | 102    |   |      |   | 1,863  |  
|Provision for doubtful accounts                                              |  |                             |       |   |      |   | 70     |  
|Changes in operating assets and liabilities, net of acquisitions:            |  |                             |        |   |      |   |        |  
|Restricted cash                                                              |  |                             | 92     |   |      |   | 239    |  
|Accounts receivable                                                          |  |                             | 2,087  |   |      |   | 337    |  
|Prepaid expense and other current assets                                     |  |                             | (359   | ) |      |   | (372   | )
|Accounts payable                                                             |  |                             | (640   | ) |      |   | 440    |  
|Accrued expenses and other liabilities                                       |  |                             | (452   | ) |      |   | (1,581 | )
|Deferred revenue                                                             |  |                             | (1,520 | ) |      |   | (3,270 | )
|Deferred rent                                                                |  |                             | (35    | ) |      |   | 15     |  
|Other assets                                                                 |  |                             | 5      |   |      |   | 2      |  
|                                                                             |  |                             |        |   |      |   |        |  
|Net cash used in operating activities                                        |  |                             | (1,786 | ) |      |   | (2,104 | )
|                                                                             |  |                             |        |   |      |   |        |  
|Cash Flows from Investing Activities:                                        |  |                             |        |   |      |   |        |  
|Purchases of property and equipment                                          |  |                             | (266   | ) |      |   | (53    | )
|Proceeds from disposition of property and equipment                          |  |                             |       |   |      |   | 12     |  
|Cash paid to acquire Pricing Analytics, Inc.                                 |  |                             | (248   | ) |      |   |       |  
|Purchases of short-term investments and securities held for sale             |  |                             | (2,694 | ) |      |   | (4,360 | )
|Redemptions of short-term investments and securities held for sale           |  |                             | 2,650  |   |      |   | 4,300  |  
|                                                                             |  |                             |        |   |      |   |        |  
|Net cash used in investing activities                                        |  |                             | (558   | ) |      |   | (101   | )
|                                                                             |  |                             |        |   |      |   |        |  
|Cash Flows from Financing Activities:                                        |  |                             |        |   |      |   |        |  
|Payments on capital lease obligations                                        |  |                             | (84    | ) |      |   | (135   | )
|Proceeds from exercise of stock options                                      |  |                             | 118    |   |      |   | 67     |  
|                                                                             |  |                             |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                          |  |                             | 34     |   |      |   | (68    | )
|                                                                             |  |                             |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                    |  |                             | (2,310 | ) |      |   | (2,273 | )
|Cash and cash equivalents, beginning of period                               |  |                             | 6,098  |   |      |   | 8,914  |  
|                                                                             |  |                             |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                     |  | $                           | 3,788  |   |      | $ | 6,641  |  
|                                                                             |  |                             |        |   |      |   |        |  
|Supplemental Disclosure of Cash Flow Information:                            |  |                             |        |   |      |   |        |  
|Cash paid during the period for interest                                     |  | $                           | 3      |   |      | $ | 9      |  
|                                                                             |  |                             |        |   |      |   |        |  
|Supplemental Disclosure of Noncash Activities:                               |  |                             |        |   |      |   |        |  
|Increase (decrease) in deferred stock-based compensation, net of forfeitures |  | $                           | 41     |   |      | $ | (246   | )
|                                                                             |  |                             |        |   |      |   |        |  



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, 2004 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 ended March 31, 2005 may not be indicative of the results that may be expected for the year ending December 31, 2005, or for any other period.



NOTE 2. SIGNIFICANT ACCOUNTING POLICIES



Revenue Recognition:



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. If an acceptance period is required, revenues are deferred until customer acceptance. 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.



Service
revenues include professional services, training, maintenance and support services and out-of-pocket reimbursable 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 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, 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. Substantially all of the amounts included in cost of revenues represent direct costs related to the delivery of professional services, training and maintenance and customer
support.



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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 three-year, fixed fee agreement, covering license fees and maintenance and support, payable in 12 equal quarterly installments
commencing upon execution of the agreement. Due to the extended payment terms, the installment payments are recognized as product revenue ratably over the term of the subscription agreement.



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 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 Options:



The Company uses the intrinsic value method to measure compensation expense
associated with the grants of stock options or awards to employees and directors. The Company accounts for stock options and awards granted to non-employees other than directors using the fair value method.



Under the intrinsic value method, compensation associated with stock awards
to employees and directors is determined as the excess, if any, of the current fair value of the underlying common stock on the measurement date over the price an employee must pay to exercise the award. The measurement date for employee awards is
generally the date of grant. Under the fair value method, compensation associated with stock awards to non-employees other than directors 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 such non-employee awards is generally the date that performance of certain services is complete.



Had the Company used the fair value method to measure compensation related to stock awards to employees and directors,
reported loss and loss per share would have been as follows:



|                                                                                                                                    |  |                             |        |   |      |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                    |  | Three months endedMarch 31, |       
|(Amounts in thousands)                                                                                                              |  | 2005                        |        |   | 2004 |  
|Net loss, as reported                                                                                                               |  | $                           | (1,574 | ) |      | $ | (1,536 | )
|Add: stock-based compensation recorded                                                                                              |  |                             | 102    |   |      |   | 1,863  |  
|Deduct: total stock-based employee compensation determined under fair value based method for all awards, net of related tax
effects |  |                             | (434   | ) |      |   | (2,858 | )
|                                                                                                                                    |  |                             |        |   |      |   |        |  
|Pro forma net loss                                                                                                                  |  | $                           | (1,906 | ) |      | $ | (2,531 | )
|                                                                                                                                    |  |                             |        |   |      |   |        |  
|Basic and diluted loss per share:                                                                                                   |  |                             |        |   |      |   |        |  
|As reported                                                                                                                         |  | $                           | (0.04  | ) |      | $ | (0.04  | )
|                                                                                                                                    |  |                             |        |   |      |   |        |  
|Pro forma                                                                                                                           |  | $                           | (0.04  | ) |      | $ | (0.06  | )
|                                                                                                                                    |  |                             |        |   |      |   |        |  



Options terminate 10 years after grant
and vest over periods set by the Board of Directors at the time of grant. These vesting periods have generally been for four years, on a ratable basis, except for the grants of non-qualified stock options, which had a more accelerated vesting period
as described below.



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In July 2003, the Company granted to certain of its employees non-qualified stock options, which had
exercise prices that were below market value at the time of the grants. These options, which were granted as a retention tool to certain employees, vested on March 31, 2004. The aggregate intrinsic value of these options, totaling $1.5 million less
forfeitures of $228,000, was amortized ratably over the period from the date of grant to the vesting date and recorded as compensation expense. Of this amount, $454,000 was recognized as compensation expense in the three months ended March 31, 2004.



In December 2003, the Company granted to certain of its
employees non-qualified stock options, which had exercise prices that were below market value at the time of the grants. These options, which were granted in lieu of year-end bonuses, vested 50% on February 9, 2004 and the remaining 50% vested on
February 7, 2005. The aggregate intrinsic value of these options, totaling $2.7 million less forfeitures of $423,000, was amortized ratably over the period from the date of grant to the respective vesting dates and recorded as compensation expense.
Of this amount, $998,000 and $86,000, respectively, were amortized in the three-month periods ended March 31, 2004 and 2005.



Also in December 2003, the Company granted to certain of its employees non-qualified stock options, which had exercise prices that were below market value
at the time of the grants. These options, which were granted as a retention tool to those employees assigned to the health and life science business, vested 50% on June 30, 2004 and the remaining 50% vested on December 31, 2004. The aggregate
intrinsic value of these options, totaling $1.2 million less forfeitures of $285,000, was amortized ratably over the period from the date of grant to the respective vesting dates and recorded as compensation expense. Of this amount, $395,000 was
amortized in the three-month period ended March 31, 2004.



The
Companys calculations of the fair value of stock options were made using the Black-Scholes option pricing model with the following assumptions and resulted in the following weighted average fair value of options granted during the three months
ended March 31:



|                                                                 |  |      |         |   |      |   |         |  
|---------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                 |  | 2005 |         |   | 2004 |  
|Risk-free interest rates                                         |  |      | 4.3     | % |      |   | 3.9     | %
|Dividend yield                                                   |  |      |        |   |      |   |        |  
|Volatility                                                       |  |      | 80      | % |      |   | 105     | %
|Expected term                                                    |  |      | 5 years |   |      |   | 7 years |  
|Weighted average fair value of options granted during the period |  | $    | 1.04    |   |      | $ | 1.20    |  



In September 2003, the
Company granted a total of 16,215 shares of restricted common stock to its non-employee directors. The aggregate value of these restricted shares, which vested on February 5, 2004, was $22,000. Of this amount, $10,000 was recorded as compensation
expense in the quarter ended March 31, 2004. In January 2004, the Company granted a total of 36,000 shares of restricted common stock to its non-employee directors. The aggregate value of these restricted shares, which vested on February 7, 2005,
was $56,000. Of this amount, $6,000 and $7,000, respectively, were recorded as compensation expense in the quarters ended March 31, 2004 and 2005. In January 2005, the Company granted a total of 24,000 shares of restricted common stock to its
non-employee directors. As of March 31, 2005, the aggregate value of these restricted shares, which will vest on or about February 6, 2006, was $38,000. Of this amount, $8,000 was recorded as compensation expense in the quarter ended March 31, 2005
and $30,000 was recorded as deferred compensation in stockholders equity at March 31, 2005.



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Short-term investments and securities held for sale:



Investments in marketable debt securities with maturities greater than 90
days and less than one year at time of purchase are classified as held-to-maturity investments and have been recorded at amortized cost. Investments in auction rate debt securities, with maturities which can be greater than one year but for which
interest rates reset in less than 90 days, are classified as securities held for sale and have been stated at fair market value.



Purchases and sales of marketable debt securities are recorded on a trade-date basis. Dividend and interest income are recognized when earned. Realized
gains and losses from the sale of marketable debt securities are determined on a specific identification basis. There were no realized gains or losses or impairments of held-to-maturity securities during the three month periods ended March 31, 2004
and 2005.



Short-term investments and securities held for sale
consisted of the following at March 31, 2005 and December 31, 2004:



|                                         |  |                        |        |                  |   |       
|---------------------------------------- |  | ---------------------- | ------ | ---------------- | - | ------
|                                         |  | March 31,2005          |        | December 31,2004
|                                         |  | (Amounts in thousands)
|Auction rate securities held-for-sale    |  | $                      | 12,150 |                  | $ | 11,600
|                                         |  |                       
|Held-to-maturity short-term investments: |  |                        |        |                  |   |       
|Corporate bonds                          |  |                        | 504    |                  |   | 1,010 
|US Government agency securities          |  |                        | 2,000  |                  |   | 2,000 
|                                         |  |                        |        |                  |   |       
|                                         |  | $                      | 14,654 |                  | $ | 14,610
|                                         |  |                        |        |                  |   |       



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, 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



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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 are outstanding as of March 31, 2005. We do not expect that any significant impact on financial position or the results of operations will result from these indemnification provisions.



NOTE 3. RECLASSIFICATIONS



The Company has reclassified $11.6 million of certain auction rate securities, for which interest rates reset in less than
90 days, but for which the underlying maturity dates are longer than 90 days, from cash and cash equivalents to short-term investments and securities held for sale in its Condensed Consolidated Balance Sheets as of December 31, 2004. Also, amounts
for net cash used in investing activities and cash and cash equivalents, beginning of period in the accompanying Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2004 have been revised to conform to the 2005
presentation.



NOTE 4. 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 4,446,275 and 6,000,850 for the three months
ended March 31, 2005 and 2004, respectively.



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NOTE 5. SIGNIFICANT CUSTOMERS



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



|           |  |                             |   |  |      |  
|---------- |  | --------------------------- | - |  | ---- | -
|           |  | Three months endedMarch 31, |  
|           |  | 2005                        |   |  | 2004 |  
|Customer A |  | 18                          | % |  | *    |  
|Customer B |  | 15                          | % |  | *    |  
|Customer C |  | *                           |   |  | 38   | %



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



|           |  |           |   |  |      |  
|---------- |  | --------- | - |  | ---- | -
|           |  | March 31, |  
|           |  | 2005      |   |  | 2004 |  
|Customer C |  | 24        | % |  | 12   | %
|Customer B |  | 17        | % |  | *    |  

---

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



NOTE 6. 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 is exercisable for a period of three years at an exercise price of $1.20 per share. In November 2004 and April 2005, P&G partially exercised the warrant, acquiring an aggregate of 500,000 shares of the
Companys common stock.



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NOTE 7. ACQUISITION



On April 2, 2004, the Company completed its acquisition of all of the outstanding capital stock of Pricing Analytics, Inc. (Pricing
Analytics), a California corporation located in Redwood City, California, which marketed software used to evaluate pricing strategies, for a purchase price of $1.2 million. The Pricing Analytics acquisition provided the Company with technology
that the Company believes will enhance its product offerings to its customers in both the health and life sciences and other industries segments. The merger consideration of $1.2 million consisted of $995,000 in cash, assumed liabilities of $36,000,
estimated transaction costs of $60,000 and advance royalties of $75,000 previously paid by the Company to Pricing Analytics in 2003. The cash consideration was paid in four equal quarterly installments beginning in April 2004 with the final
installment of $248,000 paid in January 2005. The Company has consolidated the operating results of Pricing Analytics beginning on the date of acquisition.



In addition, upon achievement of certain revenue milestones through March 31, 2005, the former Pricing Analytics shareholders were entitled to additional
consideration of up to $1.8 million, payable in cash or common stock at the Companys election. Since the revenue milestones were not achieved, no additional consideration was paid or recorded in the accompanying financial statements.



The Company retained an independent appraiser for the purpose
of allocating the consideration of $1.2 million to the tangible and intangible assets acquired and liabilities assumed. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of
acquisition (amounts in thousands):



|                                    |  |   |      
|----------------------------------- |  | - | -----
|Acquired intangible assets          |  | $ | 740  
|In-process research and development |  |   | 290  
|Goodwill                            |  |   | 136  
|                                    |  |   |      
|Total assets acquired               |  |   | 1,166
|                                    | 
|Less current liabilities            |  |   | 36   
|                                    |  |   |      
|Net assets acquired                 |  | $ | 1,130
|                                    |  |   |      



The $740,000 of acquired intangible
assets represents the fair value of the technology acquired, which is being amortized over a four-year life. The entire value of acquired intangible assets, in-process research and development, and goodwill was assigned to the health and life
sciences segment. The Company does not expect to deduct any portion of the goodwill for tax purposes.



The portion of the purchase price allocated to in-process research and development, totaling $290,000, was expensed upon consummation of the Pricing
Analytics acquisition. This allocation was attributable to one in-process research and development project, which consisted of the development of significant new features and functionality to an existing software product. Pricing Analytics had
achieved significant technological milestones on the project as of the acquisition date, but the project had not reached technological feasibility.



The value of the purchased in-process research and development was computed using a discount rate of 45% on the projected incremental revenue stream of
the product enhancements, net of anticipated costs and expenses. The 45% discount rate was derived based on the Companys estimated weighted average cost of capital as adjusted to reflect the additional risk inherent in product development. The
discounted cash flows were based on managements forecast of future revenue, costs of revenue and operating expenses related to the products and technologies purchased from Pricing Analytics. The determined value was then adjusted to reflect
only the value creation efforts of Pricing Analytics prior to the close of the acquisition. At the time of the acquisition, the project was approximately 35% to 40% complete. The Company



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invested approximately $135,000 in the project following acquisition. The projects development progressed, in all
material respects, consistently with the assumptions that the Company had used for estimating its fair value. The project was completed in October 2004.



NOTE 8. 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 |        | IndustrySolutions |   |        | Undesignated |  |   | Totals |  
|At and for the three months ended March 31, 2005: |  |                         |        |                   |   |        |              |  |   |        |   |  |   |        |  
|Revenues                                          |  | $                       | 7,040  |                   | $ | 1,894  |              |  | $ |       |   |  | $ | 8,934  |  
|Depreciation and amortization                     |  |                         | 379    |                   |   |       |              |  |   | 156    |   |  |   | 535    |  
|Segment income (loss)                             |  |                         | 1,147  |                   |   | (2,565 | )            |  |   | (156   | ) |  |   | (1,574 | )
|Segment assets                                    |  |                         | 30,034 |                   |   | 3,188  |              |  |   | 6,576  |   |  |   | 39,798 |  
|Expenditures for segment assets                   |  |                         | 266    |                   |   |       |              |  |   |       |   |  |   | 266    |  
|Goodwill                                          |  |                         | 2,716  |                   |   |       |              |  |   | 5,951  |   |  |   | 8,667  |  
|                                                  |  |                         |        |                  
|At and for the three months ended March 31, 2004: |  |                         |        |                   |   |        |              |  |   |        |   |  |   |        |  
|Revenues                                          |  | $                       | 8,949  |                   | $ | 2,481  |              |  | $ |       |   |  | $ | 11,430 |  
|Depreciation and amortization                     |  |                         | 374    |                   |   | 12     |              |  |   | 156    |   |  |   | 542    |  
|Segment income (loss)                             |  |                         | 1,953  |                   |   | (3,333 | )            |  |   | (156   | ) |  |   | (1,536 | )
|Segment assets                                    |  |                         | 32,930 |                   |   | 6,172  |              |  |   | 7,201  |   |  |   | 46,303 |  
|Expenditures for segment assets                   |  |                         | 53     |                   |   |       |              |  |   |       |   |  |   | 53     |  
|Goodwill                                          |  |                         | 2,580  |                   |   |       |              |  |   | 5,951  |   |  |   | 8,531  |  



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. (Menerva).



NOTE 9. RESTRUCTURING AND OTHER CHARGES



In 2003, 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 offices in Chicago, Illinois and Mumbai, India, and significant downsizings of
its operations in London, England and Portland, Maine. In March 2004, the Company completed the reduction of its workforce that it had begun in July 2003. In the quarter ended March 31, 2004, the Company (i) accrued cease-use lease charges of
$472,000 and $179,000 in connection with the partial closing of its facilities in London, England and Portland, Maine, respectively, (ii) accrued $47,000 in additional lease charges related to its closed Chicago office, (iii) incurred $171,000 in
severance charges for employees whose employment was terminated during the three-month period and (iv) recorded impairment charges of $278,000 with respect to property and equipment that were no longer in productive use. With respect to the partial
closing of its London office, the Company determined the fair value of the remaining



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liability (net of estimated sublease rentals) on its lease at the cease-use date. No sublease assumption was incorporated
in the calculation of the cease-use lease accrual with respect to the Portland office because the lease expired in April 2004.



In the quarter ended March 31, 2005, the Company realized credits of $27,000 in connection with the amortization of its long-term lease restructuring
accruals for its Chicago and London facilities. These credits resulted from an increase in the discount rate applied against the future obligations.



A rollforward of the Companys accrued liability for restructuring and other charges is as follows:



|                                                             |  |                                 |       |  
|------------------------------------------------------------ |  | ------------------------------- | ----- | -
|(Amounts in thousands)                                       |  | Lease costsand assetimpairments |      
|Balance at December 31, 2004                                 |  | $                               | 1,341 |  
|                                                             | 
|Activity in three months ended March 31, 2005:               |  |                                 |       |  
|Restructuring credits                                        |  |                                 | (27   | )
|Payments                                                     |  |                                 | (70   | )
|                                                             |  |                                 |       |  
|Balance at March 31, 2005                                    |  | $                               | 1,244 |  
|                                                             |  |                                 |       |  
|Current portion  included in accrued expenses               |  | $                               | 199   |  
|                                                             |  |                                 |       |  
|Noncurrent portion  included in other long-term liabilities |  | $                               | 1,045 |  
|                                                             |  |                                 |       |  



NOTE 10. VALUATION AND QUALIFYING
ACCOUNTS



A rollforward of the Companys allowance for
doubtful accounts at March 31 is as follows:



|                                 |  |      |     |   |      |   |      |  
|-------------------------------- |  | ---- | --- | - | ---- | - | ---- | -
|(Amounts in thousands)           |  | 2005 |     |   | 2004 |  
|Balance at January 1,            |  | $    | 402 |   |      | $ | 588  |  
|                                 |  |     
|Provisions                       |  |      | 0   |   |      |   | 70   |  
|Write offs                       |  |      | (25 | ) |      |   | (129 | )
|Currency translation adjustments |  |      | (4  | ) |      |   | 0    |  
|                                 |  |      |     |   |      |   |      |  
|Balance at March 31,             |  | $    | 373 |   |      | $ | 529  |  
|                                 |  |      |     |   |      |   |      |  



NOTE 11. 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. See Item 4 of Part II. 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 three months ended March 31, 2005,
the Company incurred $43,000 in legal fees and other costs related to the proposed merger.



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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 Certain Factors That May Affect Our Future Operating Results 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, 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 22 of the 25 largest world-wide pharmaceutical manufacturers, ranked according to 2003 annual healthcare 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  which through mid 2001 had been principally comprised of software license fees generated from our I-many/CARS software suite and now includes licensing of our I-many
ContractSphere® Enterprise Contract Management Product Suite, Government Pricing and Medicaid compliance software, and collection products  accounted for 23.2% of net revenues in the three months ended March 31, 2005 versus 42.9% of net
revenues in the three months ended March 31, 2004. 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 76.8% of net revenues in the three months ended March 31, 2005 versus 57.1% of net revenues in the three months ended March 31, 2004.



From June 2001 through March 2004, we implemented a number of employee
headcount reductions, which have been partially offset by employee additions through acquisitions and selective hiring, and we have taken other measures to better align our cost structure with projected revenues. Our aggregate spending on sales and
marketing, research and development and general and administrative expenses has been reduced from $12.6 million in the quarter ended June 30, 2001 to $6.2 million in the quarter ended March 31, 2005. During 2003 and the first quarter of 2004,
actions taken to reduce our operating expenses included the closing of our Chicago, Illinois office, the significant downsizing of our London, England and Portland, Maine operations and selective other headcount reductions. Our total employee
headcount has decreased from 358 employees at December 31, 2002 to 176 employees at March 31, 2005.



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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. See Item 4 of Part II. 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.



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. 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.



Service revenues include professional services, training and maintenance and support services and out-of-pocket reimbursable 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. Substantially all of the amounts included in cost of revenues represent direct
costs related to the delivery of professional services, training and maintenance and customer support.



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 three-year, fixed fee agreement, covering license fees and maintenance and support, payable in 12 equal quarterly installments commencing upon execution of the agreement. Due to
the extended payment terms, the installment payments are recognized as product revenue ratably over the term of the subscription agreement. During the three month period ended March 31, 2005, $138,000 in revenue was recognized related to such
agreements.



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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.



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 by management will also change, which could affect the level of the Companys 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.



Short-term investments and securities held for sale



Investments in marketable debt securities with maturities greater than 90 days and less than one year at time of purchase are classified as held-to-maturity investments and are recorded at amortized cost. Investments in auction rate debt
securities, with maturities which can be greater than one year but for which interest rates reset in less than 90 days, are classified as securities held for sale and are stated at fair market value.



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
will consist 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.



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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



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 are outstanding as of March 31, 2005. We do not expect that any significant impact on financial position or the results of operations will result
from these indemnification provisions.



RESULTS OF OPERATIONS



COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004



NET REVENUES



Net revenues decreased by $2.5 million, or 21.8%, to $8.9 million for the quarter ended March 31, 2005 from $11.4 million
for the quarter ended March 31, 2004. Product revenues decreased by $2.8 million, or 57.7%, to $2.1 million for the quarter ended March 31, 2005 from the same period a year earlier, while service revenues increased by $335,000 or 5.1%. The value of
license contracts (minimum price of $50,000) sold during the current quarter increased by 4.4% versus the first quarter of 2004, due to a 19.1% increase in average selling price partially offset by a decrease of one in the number of licenses sold.
However, product revenues recognized in the three-month period ended March 31, 2004 included the recognition of $3.4 million in license fees that had been previously deferred in 2003, while product revenue in the three-month period ended March 31,
2005 included $1.5 million of previously deferred license fees in connection with two license transactions executed during the fourth quarter of 2004. Also, five of the license contracts executed in the period ended March 31, 2005 were subscription
or deferred arrangements, which generated no license revenue during the quarter. As we work to increase our sales in both of our reportable segments, we believe a similar or larger proportion of our customers will place conditions (e.g., software
acceptance testing) on their license purchases or will opt to enter into subscription arrangements that will require us to defer recognition of license revenue until later reporting periods. As a result, in future reporting periods we expect
recognized revenues to include larger proportions of revenues from contracts entered into in prior reporting periods.



Revenues derived from the industry solutions segment decreased by $587,000, or 23.7%, to $1.9 million for the quarter ended March 31, 2005 from $2.5
million for the quarter ended March 31, 2004. Meanwhile, revenues in the health and life sciences segment were $1.9 million lower than in the quarter ended March 31, 2004, attributable principally to the aforementioned recognition of previously
deferred license revenues in both quarters, which was greater in 2004. Our new products in the I-many ContractSphere® Enterprise Contract Management Product Suite, which are targeted primarily to customers in the industry solutions segment, remained in early-stage
releases, which continued to limit our ability to derive revenues from them. As this



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market continues to move past an early adopter stage, which currently appears to be the general but uncertain trend, as
evidenced by our sales results in the fourth quarter of 2004, we anticipate corresponding improvement in demand for these products.



As a percentage of total net revenues, product revenues decreased to 23.2% for the quarter ended March 31, 2005, from 42.9% for the quarter ended March
31, 2004. This decrease in product revenues as a percentage of total net revenues is principally attributable to the reduction in product revenues discussed above. This increase in service revenues, both in absolute terms and as a percentage of
total net revenues, is primarily attributable to increases in professional services revenues, due to continued high utilization, and, to a lesser extent, higher maintenance and support revenues, resulting from a net increase in our billable
installed customer base.



COST OF REVENUES



Cost of revenues consists primarily of payroll and related costs and
subcontractor costs for providing professional services and maintenance and support services, and to a lesser extent, amounts due to third parties for royalties related to integrated technology. Historically, cost of product revenues has not been a
significant component of total cost of revenues. Cost of revenues decreased by $100,000, or 2.6%, to $3.8 million for the quarter ended March 31, 2005, from $3.9 million for the quarter ended March 31, 2004. This decrease is principally attributable
to a $407,000 reduction in noncash compensation costs incurred pursuant to non-qualified stock options and a $167,000 decrease in royalty costs, partially offset by increases in salary and benefit costs and consulting fees of $236,000 and $220,000,
respectively. The increase in salary and benefit costs is due primarily to salary increases that took effect January 1, 2005, as aggregate headcount levels in customer services and professional services were essentially unchanged from the prior
year. The increase in consulting fees was a direct result of the increase in professional services revenues discussed above as we elected to increase our use of temporary contractors instead of adding additional employees.



As a percentage of total net revenues, cost of revenues increased to 42.6%
for the quarter ended March 31, 2005, from 34.1% for the quarter ended March 31, 2004. This increase in cost of revenues as a percentage of total net revenues is mostly attributable to the decrease in product revenues as a percent of total revenues.
Product revenues have typically generated higher margins than service revenues and are expected to do so in the foreseeable future.



OPERATING EXPENSES



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 expense decreased by $192,000, or 8.6%, to $2.0 million in the three months ended March 31, 2005 from $2.2
million in the three months ended March 31, 2004. This decrease in sales and marketing expense is primarily attributable to a $237,000 reduction in noncash compensation costs incurred pursuant to non-qualified stock options. As a percentage of total
net revenues, sales and marketing expense increased to 22.8% for the quarter ended March 31, 2005 from 19.5% for the quarter ended March 31, 2004.



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
decreased by $464,000, or 13.2%, to $3.0 million for the quarter ended March 31, 2005 from $3.5 million for the quarter ended March 31, 2004.



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This decrease in research and development expenses is primarily attributable to a $716,000 reduction in noncash
compensation costs incurred pursuant to non-qualified stock options, partially offset by a $311,000 increase in off-shore consulting costs. As a percentage of total net revenues, research and development expense increased to 34.1% for the quarter
ended March 31, 2005, from 30.7% for the quarter ended March 31, 2004.



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 decreased by $521,000, or 31.3%, to $1.1 million for the quarter ended March 31, 2005 from $1.7 million for the quarter ended March 31, 2004. This decrease in general and administrative expenses is
primarily attributable to a $369,000 reduction in noncash compensation costs incurred pursuant to non-qualified stock options and a $102,000 decease in accounting fees. As a percentage of total net revenues, general and administrative expenses
decreased to 12.8% for the quarter ended March 31, 2005 from 14.6% for the quarter ended March 31, 2004.



DEPRECIATION. Depreciation expense decreased by $31,000, or 15%, from $211,000 in the first quarter of 2004 to $180,000 in the first quarter of 2005. This
decrease is principally attributable to a significant drop-off in the level of furniture, equipment and software additions from the years 2001 ($1.8 million) and 2002 ($933,000) to the year 2004 ($698,000) and the quarter ended March 31, 2005
($266,000), the majority of these asset additions being depreciated over a three-year life.



AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS. Amortization of acquired intangibles related to our acquisitions amounted to $355,000 in the quarter ended March 31, 2005, which represents a 7% increase in amortization
from $331,000 recorded in the quarter ended March 31, 2004. This increase is attributable to the acquisition of Pricing Analytics in April 2004.



RESTRUCTURING AND OTHER CHARGES. In the quarter ended March 31, 2005, we recorded $27,000 in credits related to efforts in prior quarters to streamline
operations. These credits resulted from reductions in the provisions for future lease costs for the Chicago and London offices.



OTHER INCOME, NET



Other income, net, remained steady at $31,000 in the quarter ended March 31, 2005 as compared to the quarter ended March 31, 2004. A $41,000 increase in
interest income, attributable to higher average yields, was entirely offset by increases in state franchise tax costs and foreign currency losses and a reduction in miscellaneous income.



PROVISION FOR INCOME TAXES



We incurred operating losses for all quarters in 2004 and the first quarter of 2005 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 March 31, 2005 and 2004.



LIQUIDITY AND CAPITAL RESOURCES



In 2002 and 2003, we
entered into several capital lease financing arrangements with a financial institution. Under the terms of the financings, the aggregate proceeds were deposited in



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a restricted bank account. At March 31, 2005, $76,000 of the remaining aggregate proceeds are restricted, all of which is
classified as current restricted cash. The non-current restricted cash balance of $656,000 at March 31, 2005 represents cash held on deposit with respect to long-term lease obligations.



At March 31, 2005, we had net working capital of $13.4 million, including cash and cash equivalents of $3.8 million and
short-term investments and securities held for sale of $14.7 million. This compares to a net working capital balance of $14.6 million at December 31, 2004. Also on March 31, 2005, we had no long-term or short-term debt, other than obligations under
capital lease financings.



Net cash used in operating
activities for the three months ended March 31, 2005 was $1.8 million, as compared to net cash used in operating activities of $2.1 million in the three months ended March 31, 2004. For the three months ended March 31, 2005, net cash used in
operating activities consisted principally of the net loss of $1.6 million, as offset by non-cash items depreciation and amortization of $535,000 and noncash stock-based compensation of $102,000, and decreases in deferred revenue, accounts payable
and accrued expenses of $1.5 million, $640,000 and $452,000, respectively, partially offset by a $2.1 million decrease in accounts receivable. The $1.5 million decrease in deferred revenue consisted principally of (i) a $923,000 decrease in deferred
maintenance and support, attributable to fewer renewals in the quarter ended March 31 relative to the balance of the year and (ii) the recognition into revenue of $766,000 in previously-deferred license and subscription fees. Also, reductions in
prepaid professional service fees were essentially offset by a $591,000 increase in deferred subscription fees in connection with newly-executed subscription agreements. 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 quarters. The decrease in accrued expenses resulted largely from payouts of year end bonuses and the final payment in connection with the acquisition of Pricing Analytics. The $2.1
million decrease in accounts receivable was principally attributable to a $3.4 million decrease in the value of license agreements executed in the first quarter of 2005 versus the fourth quarter of 2004, partially offset by significantly higher
professional services billings during the quarter.



For the
three months ended March 31, 2004, net cash used in operating activities consisted of the net loss of $1.5 million, as offset by non-cash items of depreciation and amortization of $542,000, restructuring and other charges of $1.1 million and noncash
stock-based compensation of $1.9 million, and decreases in accrued expenses and deferred revenue of $1.6 million and $3.3 million, respectively. The decrease in accrued expenses resulted largely from a net reduction in the sales commission accrual,
a consequence of the decrease in new license deals in the current quarter relative to the fourth quarter of 2003, a decrease in the Companys self-insured medical claims obligation and payments against the restructuring liability. The $3.3
million decrease in deferred revenue was the result of the recognition into revenue of previously-deferred license fees.



Net cash used in investing activities was $558,000 for the three months ended March 31, 2005 and $101,000 for the three months ended March 31, 2004. Net
cash used in investing activities for the three months ended March 31, 2005 consisted principally of $266,000 in property and equipment additions and $248,000 in merger consideration paid with respect to the Pricing Analytics acquisition. Purchases
of short-term investments and securities held for sale of $2.7 million were nearly offset by $2.6 million in redemptions of such investments. Net cash used in investing activities for the three months ended March 31, 2004 consisted primarily of $4.4
million in purchases of short-term investments and securities held for sale, partially offset by $4.3 million in redemptions of such investments.



Net cash provided by financing activities was $34,000 in the three months ended March 31, 2005, consisting of $118,000 in proceeds from stock option
exercises, partially offset by



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payments of $84,000 on existing capital leases. Net cash used by financing activities was $68,000 in the quarter ended
March 31, 2004, comprised of $135,000 in payments on existing capital leases, partially offset by $67,000 in proceeds from stock option exercises.



We currently anticipate that our cash and cash equivalents of $3.8 million and short-term investments and securities held for sale of $14.7 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, 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 such a sale of stock, our stockholders may 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 |   | 1-3 years |  | 3-5 years |       | More than 5 years
|Long-Term Debt                     |  | $                                         |      |                  | $ |          |  | $         |      |                   | $ |      |  | $ |     
|Capital Lease Obligations          |  |                                           | 78    |                  |   | 78        |  |           |      |                   |   |      |  |   |     
|Operating Leases                   |  |                                           | 9,297 |                  |   | 1,821     |  |           | 3,261 |                   |   | 2,741 |  |   | 1,474
|Unconditional Purchase Obligations |  |                                           |      |                  |   |          |  |           |      |                   |   |      |  |   |     
|                                   |  |                                           |       |                  |   |           |  |           |       |                   |   |       |  |   |      
|Total Contractual Obligations      |  | $                                         | 9,375 |                  | $ | 1,899     |  | $         | 3,261 |                   | $ | 2,741 |  | $ | 1,474
|                                   |  |                                           |       |                  |   |           |  |           |       |                   |   |       |  |   |      



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



CERTAIN FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS



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 WILL NEED TO GROW IN MARKETS
OTHER THAN THE HEALTHCARE MARKET FOR OUR FUTURE GROWTH



We
will need to be successful in our efforts 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-healthcare customers in the industry solutions segment
have comprised 34.0%, 27.3%, and 21.2%, respectively, of our consolidated revenues for the years ended December 31, 2003 and 2004 and for the three months ended March 31, 2005. The Company must continue to evolve its products and marketing
strategies in order to be successful in these markets. We have not been successful in generating the revenue we expected from these markets and we cannot assure you that we will be successful in the future. Although we have had some success in
selling to markets outside of healthcare, we have not yet demonstrated that our product offerings have significant appeal in many of the markets we are targeting.



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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, and 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 INCURRED SUBSTANTIAL LOSSES IN
RECENT YEARS AND OUR RETURN TO PROFITABILITY IS UNCERTAIN



We
incurred net losses of $39.5 million in the year ended December 31, 2003, $7.0 million in the year ended December 31, 2004, and $1.6 million for the three months ended March 31, 2005, and we had an accumulated deficit at March 31, 2005 of $126.7
million. Our recent results have been affected 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 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 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.



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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.



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



We will continue to operate out of our corporate headquarters in Edison, New Jersey, our primary engineering office in Redwood City, California and
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 will potentially add to
this strain.



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



We intend to continue our product research and development efforts at levels similar to current expenditures and to 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 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 acquire will 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, 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.



IF WE DO ACQUIRE NEW TECHNOLOGIES
OR BUSINESSES, OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED



In connection with our acquisitions, we have recorded substantial goodwill and other purchased intangible assets. In addition, we recorded charges for write-offs of a portion of the



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purchase prices of acquired companies as in-process research and development. The carrying values of intangible assets
and goodwill are reviewed for impairment on a periodic basis. In the years ended December 31, 2002 and 2003, we recorded impairment charges of $13.3 million and $16.8 million, respectively, in connection with the write-off of goodwill and other
purchased intangible assets. We cannot assure you that future write-downs of any such assets will not affect future operating results.



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.



WE RELY SIGNIFICANTLY UPON CERTAIN KEY INDIVIDUALS AND OUR BUSINESS WILL
SUFFER IF WE ARE UNABLE TO RETAIN THEM



We depend on the
services of our senior management and key technical personnel. In particular, our success depends on the continued efforts of A. Leigh Powell, our Chief Executive Officer, and other key employees. The loss of the services of any key employee could
have a material adverse effect on our business, financial condition and results of operations.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



INTEREST RATE RISK



The
Companys exposure to market risk for changes in interest rates relate primarily to the Companys investment portfolio. The Company does not use derivative financial instruments in its investment portfolio. The primary objective of the
Companys investment activities is to preserve principal while maximizing 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 periods ended March 31, 2004 and
2005.



As of March 31, 2005, the Companys cash and cash
equivalents consisted entirely of money market investments with remaining maturities of 90 days or less when purchased and non-interest bearing checking accounts. Investments in marketable debt securities with maturities



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greater than 90 days and less than one year are classified as held-to-maturity short-term investments and have been
recorded at amortized cost. At March 31, 2005, the Company had $2.5 million of held-to-maturity investments that consisted of three US Government agency securities and one corporate bond. 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 securities held for sale and have
been stated at fair market value. At March 31, 2005, the Company held $12.1 million of auction rate certificates.



FOREIGN CURRENCY EXCHANGE RISK



The Company operates 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 March 31, 2005. 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. Our management does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud. Based on this evaluation, our CEO
and CFO concluded that, as of March 31, 2005, 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. The Company made no material changes to its internal controls procedures in the quarter ended March 31, 2005. No change in our internal control over financial reporting occurred
during the quarter ended March 31, 2005 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 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



A special meeting of stockholders of the Company was held on March 30, 2005 and (after postponement) March 31, 2005. The stockholders of the Company voted to reject a proposed merger of the Company with a wholly-owned
subsidiary of Selectica, Inc. for a purchase consideration of $1.55 per share. The stockholders voted 4,835,924 shares in favor of the proposed merger and 17,734,206 shares against the proposed merger. Stockholders holding 20,288,274 shares withheld
their votes.



ITEM 6. EXHIBITS



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



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: May 9, 2005 |  | 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                                                                                                                                                                 
|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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