##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



Form 10-Q



---



(Mark One)

|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 No. 0-30260



---



eGAIN COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0466366                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



345 E. Middlefield,
Mountain View, CA

(Address of principal executive offices)



94043

(Zip Code)



(650) 230-7500

(Registrants telephone number, including area code)



N/A

(Former name, former address
and former fiscal year, if changed since last report)



---



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 ̈No  x.



Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                              |  |                              
|----------------------------- |  | -----------------------------
|Class                         |  | Outstanding at March 31, 2005
|Common Stock $0.001 par value |  | 15,288,451                   



---



---

##### Table of Contents

eGAIN COMMUNICATIONS CORPORATION



TABLE OF CONTENTS



|         |  |                                                                                                             |  |     
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                             |  | Page
|PART I.  |  | FINANCIAL INFORMATION                                                                                       |  | 1   
|         |  |                                                                                                            
|Item 1.  |  | Financial Statements (unaudited)                                                                            |  | 1   
|         |  |                                                                                                            
|         |  | Condensed Consolidated Balance Sheets at March 31, 2005 and June 30, 2004                                   |  | 1   
|         |  |                                                                                                            
|         |  | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2005 and 2004 |  | 2   
|         |  |                                                                                                            
|         |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2005 and 2004           |  | 3   
|         |  |                                                                                                            
|         |  | Notes to Condensed Consolidated Financial Statements                                                        |  | 4   
|         |  |                                                                                                            
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 12  
|         |  |                                                                                                            
|Item 3.  |  | Quantitative and Qualitative Disclosure About Market Risk                                                   |  | 33  
|         |  |                                                                                                            
|Item 4.  |  | Control and Procedures                                                                                      |  | 33  
|         |  |                                                                                                            
|PART II. |  | OTHER INFORMATION                                                                                           |  | 34  
|         |  |                                                                                                            
|Item 1.  |  | Legal Proceedings                                                                                           |  | 34  
|         |  |                                                                                                            
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                 |  | 34  
|         |  |                                                                                                            
|Item 3.  |  | Defaults upon Senior Securities                                                                             |  | 34  
|         |  |                                                                                                            
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                         |  | 34  
|         |  |                                                                                                            
|Item 5.  |  | Other Information                                                                                           |  | 34  
|         |  |                                                                                                            
|Item 6.  |  | Exhibits                                                                                                    |  | 34  
|         |  |                                                                                                            
|         |  | Signatures                                                                                                  |  | 36  
|         |  |                                                                                                            
|         |  | Certifications                                                                                              |  |     



i



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



eGAIN COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS



(in thousands)



|                                                |  |               |          |   |              |   |          |  
|----------------------------------------------- |  | ------------- | -------- | - | ------------ | - | -------- | -
|                                                |  | March 31,2005 |          |   | June 30,2004 |  
|                                                |  | (unaudited)   |          |   |              |  
|ASSETS                                          |  |               |          |   |              |   |          |  
|                                                |  |              
|Current assets:                                 |  |               |          |   |              |   |          |  
|Cash and cash equivalents                       |  | $             | 4,894    |   |              | $ | 5,181    |  
|Restricted cash                                 |  |               | 12       |   |              |   | 12       |  
|Accounts receivable, net                        |  |               | 3,405    |   |              |   | 2,876    |  
|Prepaid and other current assets                |  |               | 1,186    |   |              |   | 1,408    |  
|                                                |  |               |          |   |              |   |          |  
|Total current assets                            |  |               | 9,497    |   |              |   | 9,477    |  
|                                                |  |              
|Property and equipment, net                     |  |               | 684      |   |              |   | 473      |  
|Goodwill                                        |  |               | 4,880    |   |              |   | 4,880    |  
|Other assets                                    |  |               | 147      |   |              |   | 331      |  
|                                                |  |               |          |   |              |   |          |  
|                                                |  | $             | 15,208   |   |              | $ | 15,161   |  
|                                                |  |               |          |   |              |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY            |  |               |          |   |              |   |          |  
|                                                |  |              
|Current liabilities:                            |  |               |          |   |              |   |          |  
|Accounts payable                                |  | $             | 929      |   |              | $ | 1,036    |  
|Accrued compensation                            |  |               | 910      |   |              |   | 765      |  
|Accrued liabilities                             |  |               | 1,288    |   |              |   | 1,335    |  
|Current portion of deferred revenue             |  |               | 4,001    |   |              |   | 3,731    |  
|Current portion of accrued restructuring        |  |               | 42       |   |              |   | 86       |  
|Current portion of bank borrowings              |  |               | 1,619    |   |              |   | 506      |  
|Current portion of capital lease obligations    |  |               |         |   |              |   | 9        |  
|                                                |  |               |          |   |              |   |          |  
|Total current liabilities                       |  |               | 8,789    |   |              |   | 7,468    |  
|                                                |  |              
|Related party notes payable                     |  |               | 7,323    |   |              |   | 6,607    |  
|Accrued restructuring, net of current portion   |  |               |         |   |              |   | 1,264    |  
|Other long term liabilities                     |  |               | 232      |   |              |   | 242      |  
|                                                |  |               |          |   |              |   |          |  
|Total liabilities                               |  |               | 16,344   |   |              |   | 15,581   |  
|                                                |  |              
|Commitments                                     |  |               |          |   |              |   |          |  
|                                                |  |              
|Stockholders deficit:                          |  |               |          |   |              |   |          |  
|Series A cumulative convertible preferred stock |  | $             |         |   |              |   | 108,755  |  
|Common stock                                    |  |               | 15       |   |              |   | 4        |  
|Additional paid-in capital                      |  |               | 315,467  |   |              |   | 206,721  |  
|Notes receivable from stockholders              |  |               | (94      | ) |              |   | (94      | )
|                                                |  |              
|Accumulated other comprehensive loss            |  |               | (443     | ) |              |   | (290     | )
|Accumulated deficit                             |  |               | (316,081 | ) |              |   | (315,516 | )
|                                                |  |               |          |   |              |   |          |  
|Total shareholders deficit                     |  | $             | (1,136   | ) |              |   | (420     | )
|                                                |  |               |          |   |              |   |          |  
|                                                |  | $             | 15,208   |   |              | $ | 15,161   |  
|                                                |  |               |          |   |              |   |          |  



See accompanying
notes



-1-



---

##### Table of Contents

eGAIN COMMUNICATIONS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                      |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                                                      |  | 2005                        |        |   | 2004                       |   |        | 2005 |  |   | 2004   |  
|Revenue:                                                                              |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|License                                                                               |  | $                           | 1,071  |   |                            | $ | 1,271  |      |  | $ | 3,728  |   |  | $ | 3,315  |  
|Support and Services                                                                  |  |                             | 3,607  |   |                            |   | 3,949  |      |  |   | 10,858 |   |  |   | 11,568 |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Total revenue                                                                         |  |                             | 4,678  |   |                            |   | 5,220  |      |  |   | 14,586 |   |  |   | 14,883 |  
|Cost of license                                                                       |  |                             | 57     |   |                            |   | 383    |      |  |   | 306    |   |  |   | 1,281  |  
|Cost of support and services                                                          |  |                             | 1,569  |   |                            |   | 1,686  |      |  |   | 4,536  |   |  |   | 4,921  |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                                          |  |                             | 3,052  |   |                            |   | 3,151  |      |  |   | 9,744  |   |  |   | 8,681  |  
|                                                                                      |  |                             |        |  
|Operating costs and expenses:                                                         |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Research and development                                                              |  |                             | 571    |   |                            |   | 598    |      |  |   | 1,633  |   |  |   | 2,323  |  
|Sales and marketing                                                                   |  |                             | 2,127  |   |                            |   | 2,167  |      |  |   | 6,434  |   |  |   | 6,303  |  
|General and administrative                                                            |  |                             | 815    |   |                            |   | 822    |      |  |   | 2,413  |   |  |   | 2,670  |  
|Amortization of other intangible assets                                               |  |                             |       |   |                            |   | 302    |      |  |   |       |   |  |   | 914    |  
|Restructuring                                                                         |  |                             | 14     |   |                            |   |       |      |  |   | (944   | ) |  |   | 167    |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Total operating costs and expenses                                                    |  |                             | 3,527  |   |                            |   | 3,889  |      |  |   | 9,536  |   |  |   | 12,377 |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Income (loss) from operations                                                         |  |                             | (475   | ) |                            |   | (738   | )    |  |   | 208    |   |  |   | (3,696 | )
|Non-operating income (expense)                                                        |  |                             | (250   | ) |                            |   | (214   | )    |  |   | (773   | ) |  |   | (218   | )
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net income / (loss)                                                                   |  |                             | (725   | ) |                            |   | (952   | )    |  |   | (565   | ) |  |   | (3,914 | )
|                                                                                      |  |                             |        |  
|Dividends on convertible preferred stock                                              |  |                             |       |   |                            |   | (1,867 | )    |  |   | (3,732 | ) |  |   | (5,517 | )
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net loss applicable to common stockholders                                            |  |                             | (725   | ) |                            | $ | (2,819 | )    |  | $ | (4,297 | ) |  | $ | (9,431 | )
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Per Share information:                                                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                                                                      |  |                             |        |  
|Basic and diluted net loss per common share                                           |  | $                           | (0.05  | ) |                            | $ | (0.76  | )    |  | $ | (0.54  | ) |  | $ | (2.56  | )
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Weighted average shares used in computing basic and diluted net loss per common share |  |                             | 15,288 |   |                            |   | 3,692  |      |  |   | 7,885  |   |  |   | 3,685  |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  



See accompanying
notes



-2-



---

##### Table of Contents

eGAIN COMMUNICATIONS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                   |  |                            |         |   |      |   |        |  
|-------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                                   |  | Nine Months EndedMarch 31, |        
|                                                                                                   |  | 2005                       |         |   | 2004 |  
|Cash flows from operating activities:                                                              |  |                            |         |   |      |   |        |  
|Net loss                                                                                           |  | $                          | (565    | ) |      | $ | (3,914 | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                            |         |   |      |   |        |  
|Depreciation                                                                                       |  |                            | 262     |   |      |   | 937    |  
|Loss on disposal of fixed assets                                                                   |  |                            | 16      |   |      |   | (9     | )
|Amortization of other intangible assets                                                            |  |                            |        |   |      |   | 914    |  
|Allowance for doubtful accounts                                                                    |  |                            | (4      | ) |      |   | 32     |  
|Accrued interest and amortization of discount on related party notes                               |  |                            | 717     |   |      |   | 329    |  
|Changes in operating assets and liabilities:                                                       |  |                            |         |   |      |   |        |  
|Restricted cash                                                                                    |  |                            |        |   |      |   | 779    |  
|Accounts receivable                                                                                |  |                            | (525    | ) |      |   | (155   | )
|Prepaid and other current assets                                                                   |  |                            | 222     |   |      |   | 746    |  
|Other assets                                                                                       |  |                            | 184     |   |      |   | 191    |  
|Accounts payable                                                                                   |  |                            | (107    | ) |      |   | (314   | )
|Accrued compensation                                                                               |  |                            | 145     |   |      |   | 7      |  
|Accrued liabilities                                                                                |  |                            | (47     | ) |      |   | (427   | )
|Accrued restructuring                                                                              |  |                            | (1,308  | ) |      |   | (941   | )
|Deferred revenue                                                                                   |  |                            | 270     |   |      |   | (452   | )
|Other long term liabilities                                                                        |  |                            | (10     | ) |      |   |       |  
|Other                                                                                              |  |                            | (1      | ) |      |   | 1      |  
|                                                                                                   |  |                            |         |   |      |   |        |  
|Net cash used in operating activities                                                              |  |                            | (751    | ) |      |   | (2,276 | )
|                                                                                                   |  |                           
|Cash flows from investing activities:                                                              |  |                            |         |   |      |   |        |  
|Purchases of property and equipment                                                                |  |                            | (489    | ) |      |   | (186   | )
|                                                                                                   |  |                            |         |   |      |   |        |  
|Net cash used in investing activities                                                              |  |                            | (489    | ) |      |   | (186   | )
|                                                                                                   |  |                           
|Cash flows from financing activities:                                                              |  |                            |         |   |      |   |        |  
|Payments on borrowings                                                                             |  |                            | (1,871  | ) |      |   | (2,503 | )
|Payments on capital lease obligations                                                              |  |                            | (9      | ) |      |   | (12    | )
|Proceeds from borrowings                                                                           |  |                            | 2,984   |   |      |   | 1,597  |  
|Proceeds from borrowings from related party                                                        |  |                            |        |   |      |   | 4,500  |  
|Net proceeds from issuance of common stock                                                         |  |                            | 2       |   |      |   | 79     |  
|                                                                                                   |  |                            |         |   |      |   |        |  
|Net cash provided by financing activities                                                          |  |                            | 1,106   |   |      |   | 3,661  |  
|                                                                                                   |  |                           
|Effect of exchange rate differences on cash                                                        |  |                            | (153    | ) |      |   | (54    | )
|                                                                                                   |  |                            |         |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                                               |  |                            | (287    | ) |      |   | 1,145  |  
|Cash and cash equivalents at beginning of period                                                   |  |                            | 5,181   |   |      |   | 4,407  |  
|                                                                                                   |  |                            |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                                         |  | $                          | 4,894   |   |      | $ | 5,552  |  
|                                                                                                   |  |                            |         |   |      |   |        |  
|Supplemental cash flow disclosures:                                                                |  |                            |         |   |      |   |        |  
|Cash paid for interest                                                                             |  | $                          | 13      |   |      | $ | 38     |  
|Cash paid for income taxes                                                                         |  |                            |        |   |      |   |       |  
|                                                                                                   |  |                           
|Non cash item:                                                                                     |  |                            |         |   |      |   |        |  
|Conversion of preferred stock to common stock                                                      |  | $                          | 112,486 |   |      | $ |       |  



See accompanying
notes



-3-



---

##### Table of Contents

eGAIN COMMUNICATIONS CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note
1. Organization, Nature of Business and Basis of Presentation



We are a leading provider of customer service and contact center software, used by global enterprises for over a decade. eGain Service 7, our software suite, available through licensed or hosted models, includes integrated, best-in-class applications for customer email
management, live web collaboration, virtual agent customer service, knowledge management, and web self-service. These robust applications are built on the eGain SMP, a scalable next-generation framework that includes end-to-end service process management, multi-channel, multi-site contact center
management, a flexible integration approach, and certified out-of-the-box integrations with leading call center and business systems.



We have prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission and
included the accounts of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.



Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of our financial position, results of operations and cash flows for the periods presented. These financial statements and notes should be read in conjunction with our audited consolidated financial statements and notes thereto for
the fiscal year ended June 30, 2004, included in our Annual Report on Form 10-K. The condensed consolidated balance sheet at June 30, 2004 has been derived from audited financial statements as of that date but does not include all the
information and footnotes required by generally accepted accounting principals for complete financial statements. The results of our operations for the interim periods presented are not necessarily indicative of results that may be expected for any
other interim period or for the full fiscal year ending June 30, 2005.



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates are based upon information available as of the date of the financial
statements. Actual results could differ from those estimates.



Note 2.
Software Revenue Recognition



We derive revenues from two
sources: license fees, and support and services. Support and services includes hosting, software maintenance and support, system implementation consulting and training. Maintenance and support consists of technical support and software upgrades and
enhancements. Significant management judgments and estimates are made and used to determine the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period if different
conditions were to prevail.



We apply the provisions of
Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9 Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions to all transactions
involving the sale of software products. In the event of a multiple element arrangement we evaluate if each element represents a separate unit of accounting taking into account all factors following the guidelines set forth in Emerging Issues Task
Force Issue Issue No. 00-21 (EITF 00-21).



When licenses are sold together with system implementation consulting services, license fees are recognized upon shipment, provided that (1) payment of the license fees is not dependent upon the performance of the consulting and
implementation services, (2) the services are available from other vendors (3) the services qualify for separate accounting as we have sufficient experience in providing such services and we have vendor specific objective evidence pricing,
and (4) the services are not essential to the functionality of the software. For arrangements that do not meet the above criteria, both the product license revenues and services revenues are recognized in accordance with the provisions of SOP
81-1, Accounting



-4-



---

##### Table of Contents

for Performance of Construction Type and Certain Production Type Contracts. When reliable estimates are available for the costs and efforts necessary
to complete the implementation services, we account for the arrangements under the percentage of completion method pursuant to SOP 81-1. When such estimates are not available, the completed contract method is utilized.



We use signed software license and services agreements and order forms as
evidence of an arrangement for sales of software, hosting, maintenance and support. We use signed engagement letters to evidence an arrangement for system implementation consulting and training.



License Revenue



We recognize license revenue when persuasive evidence of an arrangement exists, the product has been delivered, no
significant obligations remain, the fee is fixed or determinable, and collection of the resulting receivable is probable. In software arrangements that include rights to multiple software products and/or services, we use the residual method under
which revenue is allocated to the undelivered elements based on vendor specific objective evidence of the fair value of such undelivered elements. The residual amount of revenue is allocated to the delivered elements and recognized as revenue
assuming all other criteria for revenue recognition have been met. Such undelivered elements in these arrangements typically consist of software maintenance and support, implementation and consulting services and in some cases hosting services.



Software is delivered to customers electronically or on a
CD-ROM, and license files are delivered electronically. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction. Our standard payment terms are generally less than 90 days. In instances where
payments are subject to extended payment terms, revenue is deferred until payments become due. We assess collectibility based on a number of factors, including the customers past payment history and its current creditworthiness. If we
determine that collection of a fee is not reasonably assured, we defer the revenue and recognize it at the time collection becomes reasonably assured, which is generally upon receipt of cash payment. If an acceptance period is required, revenue is
recognized upon the earlier of customer acceptance or the expiration of the acceptance period.



Revenue from sales to resellers is recognized either upon delivery to the reseller or on a sell-through basis depending on the facts and circumstances of the transaction, such as our understanding of the
resellers use of our software, the resellers financial status and our past experience with the particular reseller. Accordingly, the decision of whether to recognize revenue to resellers upon delivery or on a sell-through basis requires
significant management judgment. This judgment can materially impact the timing of revenue recognition.



System Implementation Consulting Revenue



Included in support services revenues are revenues derived from system implementation consulting and training. The majority of our consulting and implementation services and accompanying agreements qualify for
separate accounting. We use vendor specific objective evidence of fair value for the services and maintenance to account for the arrangement using the residual method, regardless of any separate prices stated within the contract for each element.
Our consulting and implementation service contracts are bid either on a fixed-fee basis or on a time-and-materials basis. Substantially all of our contracts or on a time-and-materials basis. For time-and-materials contracts, we recognize revenue as
services are performed. For a fixed-fee contract, we recognize revenue upon completion of specific contractual milestones or by using the percentage of completion method.



Training revenue is recognized when training is provided.



Hosting Services Revenue



Included in support services revenues are revenues derived from our hosted service offerings. We recognize hosting services revenue ratably over the
period of the applicable agreement as services are provided. Hosting agreements are typically for a period of one or two years and automatically renew unless either party cancels the agreement. The majority of the hosting services customers purchase
a combination of our hosting service and implementation services. In some cases the customer may also acquire a license for the software.



-5-



---

##### Table of Contents

We evaluate whether each of the elements in these arrangements represents a separate unit of accounting,
as defined by EITF 00-21, using all applicable facts and circumstances, including whether (i) the Company sells or could readily sell the element unaccompanied by the other elements, (ii) the element has stand-alone value to the customer, (iii)
there is objective reliable evidence of the fair value of the undelivered item, and (iv) there is a general right of return.



The Company allocates the arrangement consideration to the separate units of accounting based on their relative fair values, as determined by the price of
the undelivered items when sold separately. Assuming all other criteria are met (i.e., evidence of an arrangement exists, collectibility is probable, and fees are fixed or determinable), revenue is recognized as follows:



| |  |  | Hosting Services are recognized ratably over the term of the initial hosting contract term
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Implementation services are recognized as described above under System Implementation Consulting Revenue.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | License revenue is recognized as described above under License Revenue
| | - |  | ------------------------------------------------------------------------



If evidence of fair value cannot be established for the undelivered elements of an agreement, the entire amount of revenue
from the arrangement is recognized ratably over the period that these elements are delivered.



Maintenance and Support Revenue



Included in support services revenues are revenues derived from maintenance and support. Maintenance and support revenue is recognized ratably over the term of the maintenance contract, which is typically one year. Maintenance and support
is renewable by the customer on an annual basis. Rates for maintenance and support, including subsequent renewal rates, are typically established based upon a specified percentage of net license fees as set forth in the arrangement.



Note 3. Stock-Based Compensation



We account for our stock-based compensation arrangements with employees
using the intrinsic-value method in accordance with Accounting Principles Board 25, Accounting for Stock Issued to Employees. Deferred stock-based compensation is recorded on the date of grant when the deemed fair value of the underlying common
stock exceeds the exercise price for stock options or the purchase price for the shares of common stock. As of March 31, 2005 and June 30, 2004, there was no outstanding balance of deferred stock compensation.



We have adopted the disclosure requirements of Statement of Financial
Accounting Standards No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. Pro forma information regarding net income (loss) has been determined as if we had accounted for our employee stock options under the fair value method
prescribed by SFAS 123 (in thousands, except per share data):



|                                                                                                 |  |                             |       |   |                            |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------ |  | --------------------------- | ----- | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                 |  | Three months endedMarch 31, |       |   | Nine months endedMarch 31, |  
|                                                                                                 |  | 2005                        |       |   | 2004                       |   |        | 2005 |  |   | 2004   |  
|As Reported:                                                                                     |  |                             |       |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net loss applicable to common stockholders                                                       |  | $                           | (725  | ) |                            | $ | (2,819 | )    |  | $ | (4,297 | ) |  | $ | (9,431 | )
|Basic and diluted net loss per share                                                             |  |                             | (0.05 | ) |                            |   | (0.76  | )    |  |   | (0.54  | ) |  |   | (2.56  | )
|                                                                                                 |  |                             |       |  
|Add: Stock-based employee compensation expense included in reported net loss                     |  |                             |      |   |                            |   |       |      |  |   |       |   |  |   |       |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method |  |                             | (38   | ) |                            |   | (123   | )    |  |   | (40    | ) |  |   | (491   | )
|                                                                                                 |  |                             |       |  
|Pro Forma:                                                                                       |  |                             |       |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net loss applicable to common stockholders                                                       |  | $                           | (763  | ) |                            | $ | (2,942 | )    |  | $ | (4,337 | ) |  | $ | (9,922 | )
|Basic and diluted net loss per share                                                             |  |                             | (0.05 | ) |                            |   | (0.80  | )    |  |   | (0.55  | ) |  |   | (2.69  | )



-6-



---

##### Table of Contents

Note 4. Goodwill



We review annually (or more frequently if impairment indicators arise) for impairment. We operate under a single reporting unit and accordingly, all of
our goodwill is associated with the entire company.



We
performed our annual goodwill impairment review as of April 1, 2004 and found no impairment. We did not perform a goodwill impairment review in the first three fiscal quarters of 2005, as we did not identify any unfavorable indicators for the nine
months ended March 31, 2005.



In accordance with the provisions
of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), we review long-lived assets, including property and equipment and intangible assets, for impairment
whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Under SFAS 144, an impairment loss would be recognized when estimated undiscounted future cash flows expected to
result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows. During the first three quarters of fiscal 2005, we did not have any such losses.



Note 5. Net Loss Per Common Share



Basic net loss per common share is computed using the weighted-average
number of shares of common stock outstanding.



The following
table sets forth the calculation of basic and diluted net loss per common share (in thousands, except per share data):



|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                      |  | Three Months EndedMarch 31, |        |   | Nine Months EndedMarch 31, |  
|                                                                                      |  | 2005                        |        |   | 2004                       |   |        | 2005 |  |   | 2004   |  
|Net loss applicable to common stockholders                                            |  | $                           | (725   | ) |                            | $ | (2,819 | )    |  | $ | (4,297 | ) |  | $ | (9,431 | )
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                                                                      |  |                             |        |  
|Basic and diluted:                                                                    |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                                                                      |  |                             |        |  
|Weighted-average shares outstanding                                                   |  |                             | 15,288 |   |                            |   | 3,692  |      |  |   | 7,885  |   |  |   | 3,685  |  
|                                                                                      |  |                             |        |  
|Less weighted-average shares subject to repurchase                                    |  |                             | 0      |   |                            |   | 0      |      |  |   | 0      |   |  |   | 0      |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Weighted-average shares used in computing basic and diluted net loss per common share |  |                             | 15,288 |   |                            |   | 3,692  |      |  |   | 7,885  |   |  |   | 3,685  |  
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted net loss per common share                                           |  | $                           | (0.05  | ) |                            | $ | (0.76  | )    |  | $ | (0.54  | ) |  | $ | (2.56  | )
|                                                                                      |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  



Outstanding options
and warrants to purchase 1,083,133 and 1,233,291 shares of common stock at March 31, 2005 and 2004, respectively, and convertible preferred stock convertible into 0 and 1,983,047 shares of common stock at March 31, 2005 and 2004, respectively, were
not included in the computation of diluted net loss per common share for the periods presented as a result of their anti-dilutive effect. Such securities could have a dilutive effect in future periods.



Note 6. Comprehensive Income / Loss



We report comprehensive income / loss and the components in accordance with
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130). Under SFAS 130, comprehensive income includes all changes in equity during a period except those resulting from investments by or
distributions to owners. The comprehensive loss was $765,000 for the quarter ended March 31, 2005 and the comprehensive loss was $925,000 for the quarter ended March 31, 2004. Comprehensive loss was $718,000 for the nine months ended March 31, 2005
and comprehensive loss was $4.0 million for the nine months ended March 31, 2004. Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets at March 31, 2005 consists solely of accumulated foreign
currency translation adjustments.



-7-



---

##### Table of Contents

Note 7. Segment Information



Operating segments are identified as components of an enterprise for which discrete financial information is available and
regularly reviewed by our chief operating decision-makers to make decisions about resources to be allocated to the segment and assess its performance. Our chief operating decision-makers, as defined under SFAS No. 131, are our executive management
team. Our chief operating decision makers review financial information presented on a consolidated basis, accompanied by separate information about operating results by geographic region for purposes of making operating decisions and assessing
financial performance. Accordingly, we operate in one segment, the development, license, implementation and support of our customer service infrastructure software solutions.



Information relating to our geographic areas is as follows (in thousands):



|                         |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  
|------------------------ |  | --------------------------- | ----- | - | -------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                         |  | Three months endedMarch 31, |       |   | Nine months endedMarch 31, |  
|                         |  | 2005                        |       |   | 2004                       |   |       | 2005 |  |   | 2004   |  
|Total Revenue:           |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  
|North America            |  | $                           | 2,543 |   |                            | $ | 2,789 |      |  | $ | 7,605  |   |  | $ | 7,732  |  
|Europe                   |  |                             | 1,956 |   |                            |   | 2,244 |      |  |   | 6,570  |   |  |   | 6,700  |  
|Asia Pacific             |  |                             | 179   |   |                            |   | 187   |      |  |   | 411    |   |  |   | 451    |  
|India                    |  |                             |      |   |                            |   |      |      |  |   |       |   |  |   |       |  
|                         |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  
|                         |  | $                           | 4,678 |   |                            | $ | 5,220 |      |  | $ | 14,586 |   |  | $ | 14,883 |  
|                         |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  
|Operating Income (Loss): |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  
|North America            |  | $                           | (33   | ) |                            | $ | (524  | )    |  | $ | 831    |   |  | $ | (3,000 | )
|Europe                   |  |                             | (29   | ) |                            |   | 238   |      |  |   | 765    |   |  |   | 780    |  
|Asia Pacific             |  |                             | 61    |   |                            |   | 54    |      |  |   | (21    | ) |  |   | 70     |  
|India                    |  |                             | (474  | ) |                            |   | (506  | )    |  |   | (1,367 | ) |  |   | (1,546 | )
|                         |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  
|                         |  | $                           | (475  | ) |                            | $ | (738  | )    |  | $ | 208    |   |  | $ | (3,696 | )
|                         |  |                             |       |   |                            |   |       |      |  |   |        |   |  |   |        |  



In addition,
identifiable tangible assets corresponding to our geographic areas are as follows (in thousands):



|              |  |               |        |               |   |       
|------------- |  | ------------- | ------ | ------------- | - | ------
|              |  | March 31,2005 |        | March 31,2004
|North America |  | $             | 6,489  |               | $ | 7,692 
|Europe        |  |               | 2,913  |               |   | 2,925 
|Asia Pacific  |  |               | 94     |               |   | 512   
|India         |  |               | 832    |               |   | 635   
|              |  |               |        |               |   |       
|              |  | $             | 10,328 |               | $ | 11,764
|              |  |               |        |               |   |       



During the three and
nine months ended March 31, 2005 and 2004, there was no single customer that accounted for more than 10% of total revenue.



Note 8. Related Party Notes Payable



On December 24, 2002, we entered into a note and warrant purchase agreement with Ashutosh Roy, our Chief Executive Officer, pursuant to which Mr. Roy made
loans to us evidenced by subordinated secured promissory notes and received warrants to purchase shares of our common stock in connection with each of such loans. Each five-year subordinated secured promissory note bears interest at an effective
annual rate of 12% due and payable upon the term of such note. We have the option to prepay each note at any time subject to the prepayment penalties set forth in such note. On December 31, 2002, Mr. Roy loaned to us $2.0 million under the agreement
and received warrants that allow him to purchase up to 236,742 shares at an exercise price equal to $2.11 per share. In connection with this loan, we recorded $1.83 million in related party notes payable and $173,000 of discount on the note related
to the relative value of the warrants issued in the transaction that will be amortized to



-8-



---

##### Table of Contents

interest expense over the five-year life of the note. The fair value of these warrants was determined using the Black-Scholes valuation method with the
following assumptions: an expected life of 3 years, an expected stock price volatility of 75%, a risk free interest rate of 2%, and a dividend yield of 0%. On October, 31, 2003, we entered into an amendment to the 2002 note and warrant purchase
agreement with Mr. Roy, pursuant to which he loaned to us an additional $2.0 million and received additional warrants to purchase up to 128,766 shares at $3.88 per share. In connection with this additional loan we recorded $1.8 million in related
party notes payable and $195,000 of discount on the notes related to the relative value of the warrants issued in the transaction that will be amortized to interest expense over the five-year life of the note. The fair value of these warrants was
determined using the Black-Scholes valuation method with the following assumptions: an expected life of 3 years, an expected stock price volatility of 75%, a risk free interest rate of 2.25%, and a dividend yield of 0%. The principal and interest
due on the loan as of March 31, 2005 was $4.7 million. As of March 31, 2005, warrants to purchase 365,509 shares of common stock were vested and outstanding.



On March 31, 2004, we entered into a note and warrant purchase agreement with Ashutosh Roy, our Chief Executive Officer, Oak
Hill Capital Partners L.P., Oak Hill Capital Management Partners L.P., and FW Investors L.P. (the lenders) pursuant to which the lenders loaned to us $2.5 million evidenced by secured promissory notes and received warrants to purchase
shares of our common stock in connection with such loan. The secured promissory notes have a term of five years and bear interest at an effective annual rate of 12% due and payable upon the maturity of such notes. We have the option to prepay the
notes at any time subject to the prepayment penalties set forth in such notes. The warrants allow the lenders to purchase up to 312,500 shares at an exercise price of $2.00. The warrants become exercisable as to fifty percent (50%) of the warrant
shares nine months after issuance of the warrants and as to one hundred percent (100%) of the remaining warrant shares on the first anniversary of the issuance of the warrants. We recorded $2.28 million in related party notes payable and $223,000 of
discount on the notes related to the relative value of the warrants issued in the transaction that will be amortized to interest expense over the five year life of the notes. The fair value of these warrants was determined using the Black-Scholes
valuation method with the following assumptions: an expected life of 3 years, an expected stock price volatility of 75%, a risk free interest rate of 1.93%, and a dividend yield of 0%. The principal and interest due on the loan as of March 31, 2005
was $2.6 million. As of March 31, 2005, warrants to purchase 312,500 shares of common stock were vested and outstanding.



Note 9. Bank Borrowings



On October 29, 2004, we entered into a new loan and security agreement (the Credit Facility) with Silicon Valley Bank (SVB) which
replaced the existing accounts receivable purchase agreement. The Credit Facility provided for the advance of up to the lesser of $1.5 million or 80% of certain qualified receivables. The Credit Facility bears interest at a rate of prime plus 2.5%
per annum, provided that if we maintain an adjusted quick ratio of greater than 2.00 to 1.00, then the rate shall be reduced to a rate of prime plus 1.75%. In addition, the Credit Facility carries a $750 per month collateral monitoring fee. There
are financial covenants under this agreement that require us to meet certain minimum rolling three-month operating losses during the term of the Credit Facility. On December 28, 2004, we entered into an amendment to the Credit Facility that revised
the terms to allow for the advance of up to the lesser of $1.5 million or the sum of 80% of certain qualified receivables and 50% of our unrestricted cash on deposit with SVB less the total outstanding obligations to SVB and any outstanding letters
of credit. As of March 31, 2005, the interest rate was 7.5%, and the outstanding balance under the Credit Facility was $1.5 million. On March 29, 2005, we entered into a further amendment to the Credit Facility that revised the terms to allow for
the advance of up to an additional $750,000 to be used to finance equipment purchases (the Equipment Line). Interest accrues from the date of each advance, under the Equipment Line, at a rate of prime plus 3% per annum. Each advance
under the Equipment Line must be repaid in 24 equal monthly payments of principal and interest, commencing on the first day of the first month following the date the advance is made, and continuing on the first day of each succeeding month. As of
March 31, 2005, the interest rate was 8.75%, and the outstanding balance under the Equipment Line was $119,000.



Note 10. Restructuring



Background



Beginning
in fiscal 2001 and continuing through the first quarter of fiscal 2004, economic conditions in North America and many of the other countries in which we operate either deteriorated or stabilized at depressed levels. This continuing weak economic
environment, and in particular spending in technology, has had an adverse impact on sales of enterprise software. As a result, we have seen a decline in our revenues over the past three fiscal



-9-



---

##### Table of Contents

years. In response to this decline, we initiated a series of steps to streamline operations and better align operating costs and expenses with revenue
trends. Specifically, we took the following actions:



| |  | We reduced the discretionary portion of our operating costs through various cost control initiatives, including: (i) reducing marketing expenditures; (ii) movement of certain key
business functions from North America to India; (iii) temporary reduction in salaries (fiscal 2002) in North America and Europe; (iv) eliminating the majority of bonuses or realigning bonuses more closely with achievement of financial objectives;
(v) reducing depreciation, primarily through reduced capital expenditures; and (vi) reducing other discretionary expenditures, such as costs related to outside consultants, travel and recruiting.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Based on our continued evaluation of economic conditions and a continued decline in our revenues we initiated a further restructuring of our operations in fiscal 2002. The Plan
consisted primarily of the consolidation of excess facilities, the abandonment of certain assets in connection with the consolidation of excess facilities and further reductions in our workforce.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Based on our continued evaluation of economic conditions and a continued decline in our revenues we initiated a further restructuring of our operations in the first fiscal quarter
of 2004. The Plan consisted of further reductions in our workforce in Europe.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Based upon our evaluation of the performance of our Japanese operations we initiated a restructuring plan in January 2005 to close the Japan office.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



During the quarter ended March 31, 2005, we recorded a restructuring expense
of $14,000 which consisted of $60,000 for the closure of the Japan office, partially offset by the reversal of an over accrual of $46,000 related to two lease settlements for excess facilities that were paid in full in February 2005.



During the quarter ended December 31, 2004, we recorded a restructuring
benefit of $958,000 to reflect the accrual adjustment for two legal settlements that had payments tied to any distribution made to the Series A Preferred Stockholders.



The estimated contingent payments related to two lease settlements for excess facilities was finalized and paid in February
2005. As part of separate settlement agreements with the two landlords, in the event we make a distribution of cash, stock or other consideration to holders of our Series A Preferred with respect to the shares of Series A Preferred held by such
Series A Preferred holders, each of the two landlords would receive a payment equal to the lesser of (i) $1.0 million or (ii) the amount payable to a holder of shares of Series A Preferred with an aggregate stated value of $1.0 million. Based upon
the final distribution to the Preferred stock holders we needed to reduce the outstanding liability we had accrued for these two settlements by approximately $958,000. In February 2005, a total payment of $242,000 was made for the finalized
settlements and the over accrual of $46,000 was reversed.



The
following table sets forth an analysis of the restructuring accrual activity for the nine months ended March 31, 2005 (in thousands):



|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|-------------------------------------- |  | ------------------ | ----- | - | --------- | - | ----- |  | - | ----- | - |  | - | ----- | -
|                                       |  | Facilities related |       |   | Severance |   | Other |  |   | Total |  
|Balance as of June 30, 2004            |  | $                  | 1,350 |   |           | $ |      |  | $ |      |   |  | $ | 1,350 |  
|                                       |  |                    |       |  
|Excess facilities                      |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Employee severance                     |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Professional and miscellaneous charges |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Provision adjustment                   |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Total charges                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Cash paid                              |  |                    | (27   | ) |           |   |      |  |   |      |   |  |   | (27   | )
|Non-cash paid                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Balance as of September 30, 2004       |  | $                  | 1,323 |   |           | $ |      |  | $ |      |   |  | $ | 1,323 |  
|                                       |  |                    |       |  
|Excess facilities                      |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Employee severance                     |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Professional and miscellaneous charges |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Provision adjustment                   |  |                    | (958  | ) |           |   |      |  |   |      |   |  |   | (958  | )
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Total charges                          |  |                    | (958  | ) |           |   |      |  |   |      |   |  |   | (958  | )
|Cash paid                              |  |                    | (39   | ) |           |   |      |  |   |      |   |  |   | (39   | )
|Non-cash paid                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Balance as of December 31, 2004        |  | $                  | 326   |   |           | $ |      |  | $ |      |   |  | $ | 326   |  
|                                       |  |                    |       |  
|Excess facilities                      |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Employee severance                     |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Professional and miscellaneous charges |  |                    |      |   |           |   |      |  |   | 60    |   |  |   | 60    |  
|Provision adjustment                   |  |                    | (46   | ) |           |   |      |  |   |      |   |  |   | (46   | )
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Total charges                          |  |                    | (46   | ) |           |   |      |  |   | 60    |   |  |   | 14    |  
|Cash paid                              |  |                    | (253  | ) |           |   |      |  |   | (45   | ) |  |   | (298  | )
|Non-cash paid                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Balance as of March 31, 2005           |  | $                  | 27    |   |           | $ |      |  | $ | 15    |   |  | $ | 42    |  



-10-



---

##### Table of Contents

Note 11. Warranties



We generally warrant that the program portion of our software will perform substantially in accordance with certain specifications for a period up to 180
days. Our liability for a breach of this warranty is either a return of the license fee or providing a fix, patch, work-around or replacement of the software.



We also provide standard warranties against and indemnification for the potential infringement of third party intellectual property rights to our
customers relating to the use of our products, as well as indemnification agreements with certain officers and employees under which we may be required to indemnify such persons for liabilities arising out of their duties to us. The terms of such
obligations vary. Generally, the maximum obligation is the amount permitted by law.



Historically, costs related to these warranties have not been significant, however we cannot guarantee that a warranty reserve will not become necessary in the future.



Note 12. New Accounting Pronouncements



In December 2004 the FASB issued SFAS No. 123R (revised 2004) which will
require us, beginning in fiscal 2006, to expense employee stock options for financial reporting purposes. Such stock option expensing would require us to value our employee stock option grants using the fair value method, and then amortize that
value against our reported earnings over the vesting period in effect for those options. We currently account for stock-based awards to employees in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and have adopted the disclosure-only alternative of SFAS 123R. When we expense employee stock options in the future, this change in accounting treatment will materially and adversely affect our reported results of
operations as the stock-based compensation expense would be charged directly against our reported earnings. For an illustration of the effect of such a change on our recent results of operations, see Note 3 in this quarterly report on Form 10-Q.
Participation by our employees in our employee stock purchase plan may trigger additional compensation charges when the amendments to SFAS 123R are adopted.



Note 13. Subsequent Event



Our board of directors terminated our 1999 Employee Stock Purchase Plan at a meeting held on May 11, 2005.



Note 14. Litigation



Beginning on October 25, 2001, a number of securities class action complaints were filed against us, and certain of our then
officers and directors and underwriters connected with our initial public offering of common stock in the U.S. District Court for the Southern District of New York (consolidated into In re Initial Public Offering Sec. Litig.). The complaints
alleged generally that the prospectus under which such securities were sold contained false and misleading statements with respect to discounts and excess commissions received by the underwriters as well as allegations of laddering
whereby underwriters required their customers to purchase additional shares in the



-11-



---

##### Table of Contents

aftermarket in exchange for an allocation of IPO shares. The complaints sought an unspecified amount in damages on behalf of persons who purchased the common
stock between September 23, 1999 and December 6, 2000. Similar complaints were filed against 55 underwriters and more than 300 other companies and other individuals. The over 1,000 complaints were consolidated into a single action. We reached an
agreement with the plaintiffs to resolve the cases as to our liability and that of our officers and directors. The settlement involved no monetary payment or other consideration by us or our officers and directors and no admission of liability. The
Court has not yet approved the settlement, but has tentatively set a public hearing on the fairness of the proposed settlement for January 9, 2006.



On February 12, 2004, we filed suit against Insight Enterprises, Inc., the acquirer of Comark, Inc., a value-added reseller of our software, claiming
inter alia breach of contract and failure to pay in connection with a sale of our software to one customer. The lawsuit seeks in excess of $600,000 in damages.



With the exception of these matters, we are not a party to any other material pending legal proceedings, nor is our property
the subject of any material pending legal proceeding, except routine legal proceedings arising in the ordinary course of our business and incidental to our business, none of which are expected to have a material adverse impact, as taken individually
or in the aggregate, upon our business, financial position or results of operations. However, even if these claims are not meritorious, the ultimate outcome of any litigation is uncertain, and it could divert managements attention and impact
other resources.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



This report on Form 1O-Q and the documents incorporated herein by reference contain forward-looking statements that involve risks and uncertainties.
These statements may be identified by the use of the words such as anticipates, believes, continue, could, would, estimates, forecasts, expects,
intends, may, might, plans, potential, predicts, should, or will and similar expressions or the negative of those terms. The forward-looking statements
include, but are not limited to, risks stemming from strategic and operational choices in recent quarters, failure to improve our sales results and grow revenue, failure to compete successfully in the markets in which we do business, our continued
net losses since inception, our limited operating history, the adequacy of our capital resources and need for additional financing, continued lengthy and delayed sales cycles, the development of our strategic relationships and third party
distribution channels, broad economic and political instability around the world affecting the market for our goods and services, the continued need for customer service and contact center software solutions and the continued acceptance of our
Web-native architecture, our ability to respond to rapid technological change and competitive challenges, the effects of cost reductions on our workforce and ability to service customers, risks from our substantial international operations, adverse
results in pending litigation, legal and regulatory uncertainties and other risks related to protection of our intellectual property assets and the operational integrity and maintenance of our systems. Our actual results could differ materially from
those discussed in statements relating to our future plans, product releases, objectives, expectations and intentions, and other assumptions underlying or relating to any of these statements. Factors that could contribute to such differences include
those discussed in Factors That May Affect Future Results and elsewhere in this document. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or understanding to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.



Overview



We are a leading provider of customer service and contact center software, used by global enterprises for over a decade.
eGain Service 7, our software suite, available
through licensed or hosted models, includes integrated, best-in-class applications for customer email management, live web collaboration, virtual agent customer service, knowledge management, and web self-service. These robust applications are built
on the eGain Service Management Platform (eGain SMP), a scalable next-generation framework that includes end-to-end service process management, multi-channel, multi-site contact center management, a flexible integration approach, and certified out-of-the-box
integrations with leading call center and business systems.



-12-



---

##### Table of Contents

Recent Developments



Holders of a majority of the outstanding common stock of eGain Communications Corporation approved a proposal to amend the companys certificate of
incorporation resulting in the conversion of all of the outstanding shares of 6.75% Series A Cumulative Convertible Preferred Stock and accreted dividends into approximately 11.6 million shares of common stock at the companys annual meeting
held on December 15, 2004. The conversion of all outstanding Series A Preferred Stock and accreted dividends into common stock was effective on December 23, 2004.



The 2005 Stock Incentive Plan (the 2005 Plan) was adopted by the Board of Directors in March 2005. The 2005 Plan
allows for the issuance of options to purchase up to 460,000 shares of our Common Stock. We intend to submit the 2005 Plan for stockholder approval at eGains next annual stockholder meeting. The primary purpose of the 2005 Plan is to
promote the long-term success of eGain and the creation of stockholder value by (a) encouraging our employees to focus on critical long-range objectives, (b) encouraging the attraction and retention of employees with exceptional
qualifications and (c) linking the interests of our employees directly to our stockholders interests through increased stock ownership.



Critical Accounting Policies and Estimates



Managements Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates
and judgments, including those related to revenue recognition, valuation allowances and accrued liabilities, long-lived assets and restructuring. Management bases its estimates and judgments on historical experience and on various other factors that
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.



Revenue
Recognition to be updated



We derive revenues from two
sources: license fees, and support and services. Support and services includes hosting, software maintenance and support, training, and system implementation consulting. Maintenance and support consists of technical support and software upgrades and
enhancements. Significant management judgments and estimates are made and used to determine the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period if different
conditions were to prevail.



We apply the provisions of
Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9 Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions to all transactions involving the
sale of software products.



We recognize license revenue when
persuasive evidence of an arrangement exists, the product has been delivered, no significant obligations remain, the fee is fixed or determinable, and collection of the resulting receivable is probable. In software arrangements that include rights
to multiple software products and/or services, we use the residual method under which revenue is allocated to the undelivered elements based on vendor specific objective evidence of the fair value of such undelivered elements. The residual amount of
revenue is allocated to the delivered elements and recognized as revenue. Such undelivered elements in these arrangements typically consist of services.



We recognize hosting services revenue ratably over the period of the applicable agreement as services are provided. Hosting agreements are typically for a
period of one year and automatically renew unless either party cancels the agreement.



We use signed software license and services agreements and order forms as evidence of an arrangement for sales of software, hosting, maintenance and support. We use signed engagement letters to evidence an arrangement
for system implementation consulting and training.



Software is
delivered to customers electronically or on a CD-ROM. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction. Our standard payment terms are generally less than 90 days. In instances where
payments are subject to extended payment terms, revenue is deferred until payments become due. We assess collectability based on a number of factors, including the customers past payment history and its current creditworthiness. If we
determine that collection of a fee is not reasonably assured, we defer the revenue and recognize it at the time collection becomes reasonably assured, which is generally upon receipt of cash payment. If an acceptance period is required, revenue is
recognized upon the earlier of customer acceptance or the expiration of the acceptance period.



-13-



---

##### Table of Contents

When licenses are sold together with consulting and implementation services, license fees are recognized
upon shipment, provided that (1) the above criteria have been met, (2) payment of the license fees is not dependent upon the performance of the consulting and implementation services, and (3) the services are not essential to the functionality of
the software. For arrangements that do not meet the above criteria, both the product license revenues and services revenues are recognized in accordance with the provisions of SOP 81-1, Accounting for Performance of Construction Type and
Certain Production Type Contracts. When reliable estimates are available for the costs and efforts necessary to complete the implementation services, we account for the arrangements under the percentage of completion method pursuant to SOP
81-1. When such estimates are not available, the completed contract method is utilized.



The majority of our consulting and implementation services and accompanying agreements qualify for separate accounting. We use vendor specific objective evidence of fair value for the services and maintenance to
account for the arrangement using the residual method, regardless of any separate prices stated within the contract for each element. Our consulting and implementation service contracts are bid either on a fixed-fee basis or on a time-and-materials
basis. For a fixed-fee contract, we recognize revenue upon completion of specific contractual milestones or by using the percentage of completion method. For time-and-materials contracts, we recognize revenue as services are performed.



Maintenance and support revenue is recognized ratably over the term of the
maintenance contract, which is typically one year. Training revenue is recognized when training is provided.



Revenue from sales to resellers is recognized either upon delivery to the reseller or on a sell-through basis depending on the facts and circumstances of
the transaction, such as our understanding of the resellers use of our software, the resellers financial status and our past experience with the particular reseller. Accordingly, the decision of whether to recognize revenue to resellers
upon delivery or on a sell-through basis requires significant management judgment. This judgment can materially impact the timing of revenue recognition.



Valuation of Long-Lived Assets



We review our goodwill annually (or more frequently if impairment indicators arise) for impairment. We operate under a single reporting unit and
accordingly, all of our goodwill is associated with the entire company. We performed our annual goodwill impairment review as of April 1, 2004 and found no impairment. We did not perform a goodwill impairment review in the first three fiscal
quarters of 2005, as we did not identify any unfavorable indicators for the six months ended March 31, 2005.



In accordance with the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
(SFAS 144), we review long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully
recoverable. Under SFAS 144, an impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is
assessed using discounted cash flows. Significant management judgment is required in the forecasting of future operating results which are used in the preparation of projected discounted cash flows and, should different conditions prevail or
judgments be made, material write-downs of net intangible assets and/or goodwill could occur. In addition, our depreciation and amortization policies reflect judgments on the estimated useful lives of assets.



Restructuring



We have taken restructuring charges related to excess facilities and have
established reserves at the low end of the range of estimable cost (as required by accounting standards) against outstanding commitments for leased properties that we have abandoned. These reserves are based upon our estimate of triggering events,
such as the time required to sublease the property and the amount of sublease income that might be generated from the date of abandonment and the expiration of the lease. These estimates are reviewed based on changes in these triggering events.
Adjustments to the restructuring charge will be made in future periods, if necessary, should different conditions prevail from those anticipated in our original estimate.



-14-



---

##### Table of Contents

Allowance for Doubtful Accounts



We maintain an allowance for doubtful accounts to reserve for potential uncollectable trade receivables. We review our trade
receivables by aging category to identify specific customers with known disputes or collectability issues. We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in
the U.S. and internationally, and changes in customer financial conditions. If we made different judgments or utilized different estimates, material differences may result in additional reserves for trade receivables, which would be reflected by
charges in general and administrative expenses for any period presented.



Results of Operations



The following table
sets forth the results of operations for the periods presented expressed as a percentage of total revenue:



|                                        |  |                       |    |  |                      |    |  |      |    |  |      |   
|--------------------------------------- |  | --------------------- | -- |  | -------------------- | -- |  | ---- | -- |  | ---- | --
|                                        |  | Three MonthsMarch 31, |    |  | Nine MonthsMarch 31, |   
|                                        |  | 2005                  |    |  | 2004                 |    |  | 2005 |    |  | 2004 |   
|Revenue:                                |  |                       |    |  |                      |    |  |      |    |  |      |   
|License                                 |  | 23                    | %  |  | 24                   | %  |  | 26   | %  |  | 22   | % 
|Support and Services                    |  | 77                    | %  |  | 76                   | %  |  | 74   | %  |  | 78   | % 
|                                        |  |                       |    |  |                      |    |  |      |    |  |      |   
|Total revenue                           |  | 100                   | %  |  | 100                  | %  |  | 100  | %  |  | 100  | % 
|Cost of license                         |  | 1                     | %  |  | 8                    | %  |  | 2    | %  |  | 9    | % 
|Cost of support and services            |  | 34                    | %  |  | 32                   | %  |  | 31   | %  |  | 33   | % 
|                                        |  |                       |    |  |                      |    |  |      |    |  |      |   
|Gross profit                            |  | 65                    | %  |  | 60                   | %  |  | 67   | %  |  | 58   | % 
|                                        |  |                       |    | 
|Operating costs and expenses:           |  |                       |    |  |                      |    |  |      |    |  |      |   
|Research and development                |  | 12                    | %  |  | 11                   | %  |  | 11   | %  |  | 16   | % 
|Sales and marketing                     |  | 45                    | %  |  | 42                   | %  |  | 44   | %  |  | 42   | % 
|General and administrative              |  | 18                    | %  |  | 16                   | %  |  | 17   | %  |  | 18   | % 
|Amortization of other intangible assets |  | 0                     | %  |  | 6                    | %  |  | 0    | %  |  | 6    | % 
|Amortization of deferred compensation   |  | 0                     | %  |  | 0                    | %  |  | 0    | %  |  | 0    | % 
|Restructuring and other                 |  | 0                     | %  |  | 0                    | %  |  | (6   | )% |  | 1    | % 
|                                        |  |                       |    |  |                      |    |  |      |    |  |      |   
|Total operating costs and expenses      |  | 75                    | %  |  | 75                   | %  |  | 66   | %  |  | 83   | % 
|                                        |  |                       |    |  |                      |    |  |      |    |  |      |   
|Gain / (Loss) from operations           |  | (10                   | )% |  | (15                  | )% |  | 1    | %  |  | (25  | )%
|                                        |  |                       |    |  |                      |    |  |      |    |  |      |   



Revenues



Total revenue decreased 10% to $ 4.7 million in the quarter ended March 31,
2005 from $5.2 million in the quarter ended March 31, 2004. Total revenue for the nine months ended March 31, 2005 decreased 2% to $ 14.6 million, compared to $14.9 million in the same period last year. During the three and nine months ended
December 31, 2005 and 2004, there was no single customer that accounted for more than 10% of total revenue. Based upon current sales activities we anticipate total revenue to increase over the next fiscal year, however there may be an increase or
decrease in future quarters as a result of the unpredictability of the timing of license transactions being completed and recognized.



-15-



---

##### Table of Contents

License



|                            |  |                        |       |   |                       |   |       |        |  |   |      |   |  |      |    |  |      |       |   |        |   |       |   |  |   |     |  |    |  
|--------------------------- |  | ---------------------- | ----- | - | --------------------- | - | ----- | ------ |  | - | ---- | - |  | ---- | -- |  | ---- | ----- | - | ------ | - | ----- | - |  | - | --- |  | -- | -
|                            |  | Three Months March 31, |       |   | Nine Months March 31, |  
|(in thousands)              |  | 2005                   |       |   | 2004                  |   |       | change |  |   | %    |   |  | 2005 |    |  | 2004 |       |   | change |   | %     |  
|Revenue:                    |  |                        |       |   |                       |   |       |        |  |   |      |   |  |      |    |  |      |       |   |        |   |       |   |  |   |     |  |    |  
|License                     |  | $                      | 1,071 |   |                       | $ | 1,271 |        |  | $ | (200 | ) |  | (16  | )% |  | $    | 3,728 |   |        | $ | 3,315 |   |  | $ | 413 |  | 12 | %
|Percentage of total revenue |  |                        | 23    | % |                       |   | 24    | %      |  |   |      |   |  |      |    |  |      | 26    | % |        |   | 22    | % |  |   |     |  |    |  



License revenue
decreased 16% to $1.1 million in the quarter ended March 31, 2005 from $1.3 million in the quarter ended March 31, 2004. This decrease was primarily due to the timing of closing license transactions and the deferral of revenue to future quarters on
certain transactions closed during the quarter. We do not believe this decrease is necessarily an indicator of our future performance. License revenue for the nine months ended March 31, 2005 increased 12% to $3.7 million, compared to $3.3 million
in the same period last year. The increase was primarily due to (i) the increase in the number of license transactions over $300,000 that closed during the current year and (ii) existing customers purchasing additional licenses for previously
purchased products. License revenue represented 23% and 24% of total revenue for the quarters ended March 31, 2005 and 2004, respectively. Given the general unpredictability of the length of current sales cycles, license revenue may increase or
decrease in future quarters as a result of the timing of license transactions being completed, but we anticipate license revenues to increase over the next fiscal year.



Support and Services



|                                   |  |                        |       |      |                       |        |  |   |      |   |  |      |    |      |   |        |  |   |        |  |   |        |   |  |     |   
|---------------------------------- |  | ---------------------- | ----- | ---- | --------------------- | ------ |  | - | ---- | - |  | ---- | -- | ---- | - | ------ |  | - | ------ |  | - | ------ | - |  | --- | --
|                                   |  | Three Months March 31, |       |      | Nine Months March 31, |       
|(in thousands)                     |  | 2005                   |       | 2004 |                       | change |  |   | %    |   |  | 2005 |    | 2004 |   | change |  |   | %      | 
|Revenue:                           |  |                        |       |      |                       |        |  |   |      |   |  |      |    |      |   |        |  |   |        |  |   |        |   |  |     |   
|Hosting services                   |  | $                      | 851   |      | $                     | 827    |  | $ | 24   |   |  | 3    | %  |      | $ | 2,658  |  | $ | 2,253  |  | $ | 405    |   |  | 18  | % 
|Maint. and support services        |  | $                      | 2,047 |      | $                     | 2,131  |  | $ | (84  | ) |  | (4   | )% |      | $ | 5,989  |  | $ | 6,088  |  | $ | (99    | ) |  | (2  | )%
|Implementation consulting services |  | $                      | 709   |      | $                     | 991    |  | $ | (282 | ) |  | (28  | )% |      | $ | 2,211  |  | $ | 3,227  |  | $ | (1,016 | ) |  | (31 | )%
|                                   |  |                        |       |      |                       |        |  |   |      |   |  |      |    |      |   |        |  |   |        |  |   |        |   |  |     |   
|Total support and services         |  | $                      | 3,607 |      | $                     | 3,949  |  | $ | (342 | ) |  | (9   | )% |      | $ | 10,858 |  | $ | 11,568 |  | $ | (710   | ) |  | (6  | )%



Support and services
revenue, that includes hosting services, maintenance and support, consulting and implementation services, and training revenue, was $3.6 million in the quarter ended March 31, 2005, a decrease of 9% or $342,000 from the quarter ended March 31, 2004.
Support and services for the nine months ended March 31, 2005 decreased 6% to $10.9 million, compared to $11.6 million in the same period last year. Support and services revenue represented 77% and 76% of total revenue for the quarters ended March
31, 2005 and 2004, respectively.



Hosting services revenue
increased 3% to $851,000, in the quarter ended March 31, 2005 from $827,000 in the quarter ended March 31, 2004. Hosting services for the nine months ended March 31, 2005 increased 18% to $2.7 million, compared to $2.3 million in the same period
last year. The increase was primarily due to the increase in the number of hosted customers. The number of active hosting customers increased by 31% from March 31, 2004 to March 31, 2005. We expect hosting revenue to increase slightly in future
periods based upon current renewal rates for existing hosted customers and the rate that we are signing up new hosted customers.



Maintenance and support revenue decreased 4% to $2.0 million in the quarter ended March 31, 2005 from $2.1 million in the quarter ended March 31, 2004.
Maintenance and support revenue for the nine months ended March 31, 2005 decreased 2% to $6.0 million, compared to $6.1 million in the same period last year. We expect maintenance and support revenue to be relatively constant in future periods based
upon current renewal rates for existing maintenance and support customers and the current levels of new license sales.



Implementation consulting services and training revenue decreased 28% to $709,000 in the quarter ended March 31, 2005 from $991,000 in the quarter
ended March 31, 2004. Implementation consulting services for the nine months ended March 31, 2005 decreased 31% to $2.2 million, compared to $3.2 million in the same period last year. The quarter and year-to-date decrease was due in part to
increased revenue recognized last year associated with existing customers upgrading to our eGain Service 6 product. Other factors contributing to the decrease were (i) increased license sales to customers with existing deployments and (ii) the increased ease of implementation and
enhanced configurability of the newer versions of our products resulting in lower implementation costs to our customers. Based upon our current product release schedule and sales pipeline we expect implementation consulting services and training
revenue to increase in future periods.



-16-



---

##### Table of Contents

Cost of Revenues



Total cost of revenues decreased 21% to $1.6 million in the quarter ended March 31, 2005, from $2.1 million in the quarter ended March 31, 2004 and
decreased as a percentage of total revenues to 35% (a gross margin of 65%) in the 2005 period from 40% (a gross margin of 60%) during the 2004 period. Total cost of revenues for the nine months ended March 31, 2005 decreased 22% to $4.8 million,
from $6.2 million in the same period last year, and decreased as a percentage of total revenue to 33% (a gross margin of 67%) in the fiscal 2005 period from 42% (a gross margin of 58%) during the fiscal 2004 period.



Cost of License



Cost of license primarily includes third-party software royalties and delivery costs for shipments to customers. Cost of
license decreased 85% to $57,000 in the quarter ended March 31, 2005, from $383,000 in the quarter ended March 31, 2004. Total cost of license for the nine months ended March 31, 2005 decreased 76% to $306,000, compared to $1.3 million in the same
period last year. The decrease was primarily due to the expiration and renegotiation of certain royalty agreements that resulted in a reduction in the amortization of prepaid royalties. In addition, eGain Service 7 has less third-party software
built into it than eGain Service 6. We anticipate cost of license as a percentage of revenue to remain relatively constant in future periods, but to increase or decrease in absolute dollars based upon the increase or decrease in our license revenue
in future periods.



Cost of Support and Services



Cost of support and services includes personnel costs for our hosting
services, consulting services and customer support. It also includes depreciation of capital equipment used in our hosted network, cost of support for the third-party software and lease costs paid to remote co-location centers. Cost of support and
services decreased 7% to $1.6 million in the quarter ended March 31, 2005 from $1.7 million in the quarter ended March 31, 2004. Total cost of support and services for the nine months ended March 31, 2005 decreased 8% to $4.5 million, from $4.9
million in the same period last year. The decrease was primarily due to the reduction in hosting related services including the depreciation expense of capital equipment and the costs paid to remote co-location centers. Based upon current revenue
expectations, we do not anticipate a significant increase or decrease in cost of support and services in future periods.



Research and Development



Research and development expenses primarily consist of compensation and benefits of engineering, product management and quality assurance personnel and,
to a lesser extent, occupancy costs and related overhead. Research and development expenses decreased 5% to $571,000 in the quarter ended March 31, 2005 from $598,000 in the quarter ended March 31, 2004. Total research and development for the nine
months ended March 31, 2005 decreased 30% to $1.6 million, from $2.3 million in the same period last year. The decrease was primarily due to the headcount reduction in North America and the migration of development resources to eGain India that took
place in the quarter ended September 30, 2003. Our occupancy costs and related overhead were also reduced due to the consolidation of excess facilities, the asset write-offs related to the reduction of work-force and the closure of offices. Based
upon current revenue expectations, we do not anticipate a significant increase or decrease in research and development expense in future periods.



Sales and Marketing



Sales expenses primarily consist of compensation and benefit of our sales and business development personnel and, to a lesser extent, occupancy costs and
related overhead. Sales expenses decreased 7% to $1.7 million in the quarter ended March 31, 2005 from $1.8 million in the quarter ended March 31, 2004. Total sales expenses for the nine months ended March 31, 2005 decreased 6% to $5.1 million, from
$5.4 million in the same period last year. The decrease was primarily due to reduced personnel costs. Based upon our hiring plans, and current revenue expectations we anticipate a slight increase in sales expenses in future periods.



Marketing expenses primarily consist of compensation and benefits, lead
generation activities, advertising, trade show and other promotional costs and, to a lesser extent, occupancy costs and related overhead. Marketing expenses increased 26% to $447,000 in the quarter ended March 31, 2005 from $354,000 in the quarter
ended March 31, 2004. Total marketing expenses for the nine months ended March 31, 2005 increased 47% to $1.4 million,



-17-



---

##### Table of Contents

from $936,000 in the same period last year. The increase was primarily due to the increased lead generation activities, increased marketing programs, and the
annual eGain Users Conference held in October 2004. Based upon current revenue expectations, we anticipate a slight increase in marketing expenses in future periods.



General and Administrative



General and administrative expenses primarily consist of compensation and benefits for our finance, human resources, administrative and legal services
personnel, fees for outside professional services, provision for doubtful accounts and, to a lesser extent, occupancy costs and related overhead. General and administrative expenses decreased 1% to $815,000 in the quarter ended March 31, 2005
from $822,000 in the quarter ended March 31, 2004. General and administrative expenses for the nine months ended March 31, 2005 decreased 10% to $2.4 million, from $2.7 million in the same period last year. The decrease for the nine months was
primarily due to the reduction in premiums for directors and officers liabilities insurance, a reduction in executive personnel and compensation expense and a reduction in depreciation expense due to assets being fully depreciated. Based
upon current revenue expectations, we do not anticipate a significant increase or decrease in general and administrative expenses in future periods.



Amortization of Other Intangible Assets



No amortization of other intangibles expense was recorded for the quarter ended March 31, 2005 compared to $302,000 during the quarter ended March 31,
2004. Amortization of other intangible assets for the nine months ended March 31, 2005 was $0, compared to $914,000 in the same period last year. The other intangible assets were fully amortized as of June 30, 2004.



Restructuring and Other Expense



Beginning in fiscal 2001 and continuing through the first quarter of fiscal
2004, economic conditions in North America and many of the other countries in which we operate either deteriorated or stabilized at depressed levels. This continuing weak economic environment, and in particular spending in technology, has had an
adverse impact on sales of enterprise software. As a result, we have seen a decline in our revenues over the last three fiscal years. In response to this decline, we initiated a series of steps to streamline operations and better align operating
costs and expenses with revenue trends. Specifically, we took the following actions:



| |  | We reduced the discretionary portion of our operating costs through various cost control initiatives, including: (i) reducing marketing expenditures; (ii) movement of certain key
business functions from North America to India; (iii) temporary reduction in salaries (fiscal 2002) in North America and Europe; (iv) eliminating the majority of bonuses or realigning bonuses more closely with achievement of financial objectives;
(v) reducing depreciation, primarily through reduced capital expenditures; and (vi) reducing other discretionary expenditures, such as costs related to outside consultants, travel and recruiting.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Based on our continued evaluation of economic conditions and a continued decline in our revenues we initiated a further restructuring of our operations in fiscal 2002. The Plan
consisted primarily of the consolidation of excess facilities, the abandonment of certain assets in connection with the consolidation of excess facilities and further reductions in our workforce.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Based on our continued evaluation of economic conditions and a continued decline in our revenues we initiated a further restructuring of our operations in the first fiscal quarter
of 2004. The Plan consisted of further reductions in our workforce in Europe.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Based upon our evaluation of the performance of our Japan operations we initiated a restructuring plan in January 2005 to close the Japan office.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------



During the quarter ended March 31, 2005, we recorded a restructuring expense
of $14,000 which consisted of $60,000 for the closure of the Japan office, partially offset by the reversal of an over accrual of $46,000 related to two lease settlements for excess facilities that were paid in full in February 2005.



-18-



---

##### Table of Contents

During the quarter ended December 31, 2004, we recorded a restructuring benefit of $958,000 to reflect
the accrual adjustment for two legal settlements that had payments tied to any distribution made to the Series A Preferred stockholders.



The estimated contingent payments related to two lease settlements for excess facilities was finalized and paid in February 2005. As part of separate
settlement agreements with the two landlords, in the event we make a distribution of cash, stock or other consideration to holders of our Series A Preferred with respect to the shares of Series A Preferred held by such Series A Preferred holders,
each of the two landlords would receive a payment equal to the lesser of (i) $1.0 million or (ii) the amount payable to a holder of shares of Series A Preferred with an aggregate stated value of $1.0 million. Based upon the final distribution to the
Preferred Stock holders we needed to reduce the outstanding liability we had accrued for these two settlements by approximately $958,000. In February 2005, a total payment of $242,000 was made for the finalized settlements and the over accrual of
$46,000 was reversed.



The following table sets forth an
analysis of the restructuring accrual activity for the nine months ended March 31, 2005 (in thousands):



|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|-------------------------------------- |  | ------------------ | ----- | - | --------- | - | ----- |  | - | ----- | - |  | - | ----- | -
|                                       |  | Facilities related |       |   | Severance |   | Other |  |   | Total |  
|Balance as of June 30, 2004            |  | $                  | 1,350 |   |           | $ |      |  | $ |      |   |  | $ | 1,350 |  
|                                       |  |                    |       |  
|Excess facilities                      |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Employee severance                     |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Professional and miscellaneous charges |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Provision adjustment                   |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Total charges                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Cash paid                              |  |                    | (27   | ) |           |   |      |  |   |      |   |  |   | (27   | )
|Non-cash paid                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Balance as of September 30, 2004       |  | $                  | 1,323 |   |           | $ |      |  | $ |      |   |  | $ | 1,323 |  
|                                       |  |                    |       |  
|Excess facilities                      |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Employee severance                     |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Professional and miscellaneous charges |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Provision adjustment                   |  |                    | (958  | ) |           |   |      |  |   |      |   |  |   | (958  | )
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Total charges                          |  |                    | (958  | ) |           |   |      |  |   |      |   |  |   | (958  | )
|Cash paid                              |  |                    | (39   | ) |           |   |      |  |   |      |   |  |   | (39   | )
|Non-cash paid                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Balance as of December 31, 2004        |  | $                  | 326   |   |           | $ |      |  | $ |      |   |  | $ | 326   |  
|                                       |  |                    |       |  
|Excess facilities                      |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Employee severance                     |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|Professional and miscellaneous charges |  |                    |      |   |           |   |      |  |   | 60    |   |  |   | 60    |  
|Provision adjustment                   |  |                    | (46   | ) |           |   |      |  |   |      |   |  |   | (46   | )
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Total charges                          |  |                    | (46   | ) |           |   |      |  |   | 60    |   |  |   | 14    |  
|Cash paid                              |  |                    | (253  | ) |           |   |      |  |   | (45   | ) |  |   | (298  | )
|Non-cash paid                          |  |                    |      |   |           |   |      |  |   |      |   |  |   |      |  
|                                       |  |                    |       |   |           |   |       |  |   |       |   |  |   |       |  
|Balance as of March 31, 2005           |  | $                  | 27    |   |           | $ |      |  | $ | 15    |   |  | $ | 42    |  



Non-operating Income (expense)



The non-operating expenses primarily consist of interest
expense accrued for the related party notes payables and tax expenses. Non-operating expense increased 17% to $250,000 in the quarter ended March 31, 2005 from $214,000 in the quarter ended March 31, 2004. Total non-operating expense for the
nine months ended March 31, 2005 was $773,000, compared to $218,000 in the same period last year.



Liquidity and Capital Resources



As of March 31, 2005, we had working capital of $708,000, compared to $2.0 million at June 30, 2004. The decrease in working capital includes an increase of deferred revenue from $3.7 million to $4.0 million as of March 31, 2005. We
believe that existing capital resources will enable us to maintain current and planned operations for the next 12 months.



-19-



---

##### Table of Contents

On October 29, 2004, we entered into a new loan and security agreement (the Credit Facility)
with Silicon Valley Bank (SVB) which replaced the existing accounts receivable purchase agreement. The Credit Facility provided for the advance of up to the lesser of $1.5 million or 80% of certain qualified receivables. The Credit
Facility bears interest at a rate of prime plus 2.5% per annum, provided that if we maintain an adjusted quick ratio of greater than 2.00 to 1.00, then the rate shall be reduced to a rate of prime plus 1.75%. In addition, the Credit Facility carries
a $750 per month collateral monitoring fee. There are financial covenants under this agreement that require us to meet certain minimum rolling three-month operating losses during the term of the Credit Facility. On December 28, 2004, we entered into
an amendment to the Credit Facility that revised the terms to allow for the advance of up to the lesser of $1.5 million or the sum of 80% of certain qualified receivables and 50% of our unrestricted cash on deposit with SVB less the total
outstanding obligations to SVB and any outstanding letters of credit. As of March 31, 2005, the interest rate was 7.5%, and the outstanding balance under the Credit Facility was $1.5 million. On March 29, 2005, we entered into a further amendment to
the Credit Facility that revised the terms to allow for the advance of up to an additional $750,000 to be used to finance equipment purchases (the Equipment Line). Interest accrues from the date of each advance, under the Equipment Line,
at a rate of prime plus 3% per annum. Each advance under the Equipment Line must be repaid in 24 equal monthly payments of principal and interest, commencing on the first day of the first month following the date the advance is made, and continuing
on the first day of each succeeding month. As of March 31, 2005, the interest rate was 8.75%, and the outstanding balance under the Equipment Line was $119,000, with an available balance of $631,000.



On March 31, 2004, we entered into a note and warrant purchase agreement with
Ashutosh Roy, our Chief Executive Officer, Oak Hill Capital Partners L.P., Oak Hill Capital Management Partners L.P., and FW Investors L.P. (the lenders) pursuant to which the lenders loaned to us $2.5 million evidenced by secured
promissory notes and received warrants to purchase shares of our common stock in connection with such loan. The secured promissory notes have a term of five years and bear interest at an effective annual rate of 12% due and payable upon the maturity
of such notes. We have the option to prepay the notes at any time subject to the prepayment penalties set forth in such notes. The warrants allow the lenders to purchase up to 312,500 shares at an exercise price of $2.00 per share. The warrants
become exercisable as to fifty percent (50%) of the warrant shares nine months after issuance of the warrants and as to one hundred percent (100%) of the warrant shares on the first anniversary of the issuance of the warrants. We recorded $2.28
million in related party notes payable and $223,000 of discount on the notes related to the relative value of the warrants issued in the transaction that will be amortized to interest expense over the five-year life of the notes. The fair value of
these warrants was determined using the Black-Scholes valuation method with the following assumptions: an expected life of 3 years, an expected stock price volatility of 75%, a risk free interest rate of 1.93%, and a dividend yield of 0%. The
principal and interest due on the loan as of March 31, 2005 was $2.6 million. As of March 31, 2005, warrants to purchase 312,500 shares of common stock were vested and outstanding.



On December 24, 2002, we entered into a note and warrant purchase agreement with Ashutosh Roy, our Chief Executive Officer,
pursuant to which Mr. Roy made loans to us evidenced by subordinated secured promissory notes and received warrants to purchase shares of our common stock in connection with each of such loans. The five-year subordinated secured promissory note
bears interest at an effective annual rate of 12% due and payable upon the term of such note. We have the option to prepay each note at any time subject to the prepayment penalties set forth in such note. On December 31, 2002, Mr. Roy loaned to us
$2.0 million under the agreement and received warrants that allow him to purchase up to 236,742 shares at an exercise price equal to $2.11 per share. In connection with this loan, we recorded $1.83 million in related party notes payable and $173,000
of discount on the note related to the relative value of the warrants issued in the transaction that will be amortized to interest expense over the five-year life of the note. The fair value of these warrants was determined using the Black-Scholes
valuation method with the following assumptions: an expected life of 3 years, an expected stock price volatility of 75%, a risk free interest rate of 2%, and a dividend yield of 0%. On October, 31, 2003, we entered into an amendment to the 2002 note
and warrant purchase agreement with Mr. Roy, pursuant to which he loaned to us an additional $2.0 million and received additional warrants to purchase up to 128,766 shares at $3.88 per share. In connection with this additional loan we recorded $1.8
million in related party notes payable and $195,000 of discount on the notes related to the relative value of the warrants issued in the transaction that will be amortized to interest expense over the five-year life of the note. The fair value of
these warrants was determined using the Black-Scholes valuation method with the following assumptions: an expected life of 3 years, an expected stock price volatility of 75%, a risk free interest rate of 2.25%, and a dividend yield of 0%. The
principal and interest due on the loan as of March 31, 2005 was $4.7 million. As of March 31, 2005, warrants to purchase 365,509 shares of common stock were vested and outstanding.



On August 8, 2000, we raised and received net proceeds of $82.6 million
through the issuance of shares of convertible preferred stock and warrants to purchase approximately 383,000 shares of common stock in a private placement. The convertible preferred stock liquidation value accreted at a rate of 6.75% per annum.



-20-



---

##### Table of Contents

All preferred shares and accreted dividends totaling $112 million converted to common stock on December 23, 2004. The cumulative accretion through December
23, 2004 totaled $29.9 million.



On March 31, 2005, cash and
cash equivalents were $4.9 million, a decrease of $287,000 from $5.2 million at June 30, 2004. Working capital at March 31, 2005 was $708,000 representing a decrease of $1.3 million from June 30, 2004.



Total net cash used in operating activities for the nine months ended March
31, 2005 was $751,000. In February 2005, a payment of $242,000 was made as final payment for two outstanding lease settlements. We anticipate cash used or provided by operations in future periods to come from ongoing business operations. Based upon
our current operating plans we do not anticipate making any significant restructuring or other significant non-recurring payments in future periods. (See Note 10. Restructuring)



Total net cash used in investing activities for the nine months ended March 31, 2005 was $489,000. Cash used in investing
activities was primarily due to equipment purchases for replacement of obsolete equipment.



Total net cash provided by financing activities for the nine months ended March 31, 2005 was $1.1 million. Cash provided by financing activities was primarily due to the increase in borrowing under the SVB Credit
Facility.



The following table summarizes our contractual
obligations at March 31, 2005 and the effect such obligations are expected to have on its liquidity and cash flow in future periods (in thousands):



|                           |  |                     |  |      |  |      |  |       |  |       |  |            |  |       
|-------------------------- |  | ------------------- |  | ---- |  | ---- |  | ----- |  | ----- |  | ---------- |  | ------
|                           |  | Year Ended June 30, |  |      |  |     
|                           |  | * 2005              |  | 2006 |  | 2007 |  | 2008  |  | 2009  |  | Thereafter |  | Total 
|Operating leases           |  | 169                 |  | 579  |  | 594  |  | 448   |  | 171   |  | 342        |  | 2,303 
|Bank borrowings            |  | 1,515               |  | 104  |  |     |  |      |  |      |  |           |  | 1,619 
|Related Party Note Payable |  |                    |  |     |  |     |  | 2,489 |  | 4,834 |  |           |  | 7,323 
|Total                      |  | 1,684               |  | 683  |  | 594  |  | 2,937 |  | 5,005 |  | 342        |  | 11,245

---

|* | amount shown in year 2005 is for three months ended June 30, 2005
|- | -----------------------------------------------------------------



-21-



---

##### Table of Contents

Additional Factors That May Affect Future Results



We have a history of losses and may not be able to turn profitable in the future



We achieved our first quarter of profitability in the
quarter ended December 31, 2004. We experienced a net loss of $725,000 for the quarter ended March 31, 2005. As of March 31, 2005, we had an accumulated deficit of approximately $316.1 million. We do not know if we will be profitable in the
foreseeable future. However, we must continue to spend resources on maintaining and strengthening our business, and this may, in the near term, have a continued negative effect on our operating results and our financial condition. If we incur net
losses in future periods, we may not be able to retain employees, or fund investments in capital equipment, sales and marketing programs, and research and development to successfully compete against our competitors. We also expect to continue to
spend financial and other resources on developing and introducing product and service offerings. Accordingly, if our revenue declines despite such investments, our business and operating results could suffer. Even if we achieve profitability, we may
be unable to sustain or increase profitability in the future. This may also, in turn, cause the price of our common stock to demonstrate volatility and/or continue to decline.



If we fail to expand and improve our sales and marketing activities, we may be unable to grow our business, negatively impacting our
operating results and financial condition



Expansion and
growth of our business is dependent on our ability to develop a productive international sales force. Moreover, many of our competitors have sizeable sales forces and greater resources to devote to sales and marketing, which results in their
enhanced ability to develop and maintain customer relationships. Thus, failure to develop our sales force and/or failure of our sales and marketing investments to translate into increased sales volume and enhanced customer relationships may hamper
our efforts to achieve profitability. This may impede our efforts to ameliorate operations in other areas of the company and may result in further decline of our common stock price.



Due to the complexity of our eService platform and related products and services, we must utilize highly trained sales
personnel to educate prospective customers regarding the use and benefits of our products and services as well as provide effective customer support. Because, in the past, we have experienced turnover in our sales force and have fewer resources than
many of our competitors, our sales and marketing organization may not be able to successfully compete with those of our competitors.



We must compete successfully in our market segment



The market for customer service and contact center software is intensely competitive. Other than product development and existing customer relationships,
there are no substantial barriers to entry in this market, and established or new entities may enter this market in the near future. While home-grown software developed by enterprises represents indirect competition, we also compete directly with
packaged application software vendors in the customer service arena, including Art Technology Group, Inc., Avaya, Inc., Epiphany, Inc., Genesys Telecommunications (a wholly-owned subsidiary of Alcatel), Kana Software, Inc., RightNow Technologies,
Inc., Knova Software, Inc., and Talisma Corp. In addition, we face actual or potential competition from larger software companies such as Microsoft Corporation, Siebel Systems, Inc., Oracle Corporation, SAP, Inc. and similar companies who may
attempt to sell customer service software to their installed base.



We believe competition will continue to be fierce and increase as current competitors enhance the sophistication of their offerings and as new participants enter the market. Many of our current and potential competitors have longer
operating histories, larger customer bases, broader brand recognition, and significantly greater financial, marketing and other resources. More established and better-financed, these companies may be able to undertake more extensive marketing
campaigns, adopt more aggressive pricing policies, and make more attractive offers to businesses to induce them to use their products or services.



Further, any delays in the roll out or general market acceptance of our applications would likely harm our competitive position by allowing our
competitors additional time to improve their product and service offerings, and also provide time for new competitors to develop applications and solicit prospective customers within our target markets. Increased competition could result in pricing
pressures, reduced operating margins and loss of market share.



-22-



---

##### Table of Contents

Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results



The long sales cycle for our products may cause license
revenue and operating results to vary significantly from period to period. The sales cycle for our products can be six months or more and varies substantially from customer to customer. Because we sell complex and deeply integrated solutions, it can
take many months of customer education to secure sales. While our potential customers are evaluating our products before, if ever, executing definitive agreements, we may incur substantial expenses and spend significant management effort in
connection with the potential customer. Our multi-product offering and the increasingly complex needs of our customers contribute to a longer and unpredictable sales cycle. Consequently, we often face difficulty predicting the quarter in which
expected sales will actually occur. This contributes to the uncertainty and fluctuations in our future operating results. In particular, since the economic slowdown that began in 2000 corporate spending levels have decreased and the decision-making
and approval process has became more complicated, this has caused our average sales cycle to further increase and, in some cases, has prevented deals from closing that we believed were likely to close. Consequently, we may miss our revenue forecasts
and may incur expenses that are not offset by corresponding revenue.



Our
failure to expand strategic and third-party distribution channels would impede our revenue growth



To grow our revenue base, we need to increase the number of our distribution partners, including software vendors and resellers. Our existing or future
distribution partners may choose to devote greater resources to marketing and supporting the products of our competitors that could also harm our financial condition or results of operations. Our failure to expand third-party distribution channels
would impede our future revenue growth. Similarly, to increase our revenue and implementation capabilities, we must continue to develop and expand relationships with systems integrators. We sometimes rely on systems integrators to recommend our
products to their customers and to install and support our products for their customers. We likewise depend on broad market acceptance by these systems integrators of our product and service offerings. Our agreements generally do not prohibit
competitive offerings and systems integrators may develop, market or recommend software applications that compete with our products. Moreover, if these firms fail to implement our products successfully for their customers, we may not have the
resources to implement our products on the schedule required by their customers. To the extent we devote resources to these relationships and the partnerships do not proceed as anticipated or provide revenue or other results as anticipated our
business may be harmed. Once partnerships are forged, there can be no guarantee that such relationships will be renewed in the future or available on acceptable terms. If we lose strategic third party relationships, fail to renew or develop new
relationships, or fail to fully exploit revenue opportunities within such relationships, our results of operations and future growth may suffer.



Due to our limited operating history and the emerging market for our products and services, revenue and operating expenses are unpredictable and may fluctuate, which
may harm our operating results and financial condition



Due to the emerging nature of the multi-channel contact center market and other similar factors, our revenue and operating results may fluctuate from quarter to quarter. Our revenues in certain past quarters fell and could continue to fall
short of expectations if we experience delays or cancellations of even a small number of orders. It is possible that our operating results in some quarters will be below the expectations of financial analysts or investors. In this event, the market
price of our common stock is also likely to decline.



A number
of factors are likely to cause fluctuations in our operating results, including, but not limited to, the following:



 demand for our software and budget and spending decisions by information technology departments of our customers;



 seasonal trends in technology purchases;



 the announcement or introduction of new or enhanced products and
services by us or by our competitors and other competitive pressure from new and existing market participants;



 our ability to attract and retain customers;



-23-



---

##### Table of Contents

 litigation relating to our intellectual proprietary rights; and



 budget, purchasing and payment cycles, timing and revenue recognition
of customer contracts and potential customer contracts.



In
addition, we base our expense levels in part on expectations regarding future revenue levels. In the short term, expenses, such as employee compensation and rent, are relatively fixed. If revenue for a particular quarter is below expectations, we
may be unable to reduce our operating expenses proportionately for that quarter. Accordingly, such a revenue shortfall would have a disproportionate effect on expected operating results for that quarter. Moreover, we believe that any further
significant reductions in expenses would be difficult to achieve given current operating levels. For this reason, period-to-period comparisons of our operating results may also not be a good indication of our future performance.



We may need additional capital, and raising such additional capital may be difficult or
impossible and will likely significantly dilute existing stockholders



As of March 31, 2005, we have working capital of $708,000, compared to a working capital of $2.0 million at June 30, 2004. We believe that existing capital resources will enable us to maintain current and planned
operations for the next 12 months. However, our working capital requirements in the foreseeable future are subject to numerous risks and will depend on a variety of factors, in particular, that revenues maintain at the levels achieved in fiscal year
2004 and that customers continue to pay on a timely basis, and we may need to secure additional financing due to unforeseen or unanticipated market conditions. Such financing may be difficult to obtain on terms acceptable to us and will almost
certainly dilute existing stockholder value.



Our common stock has been
delisted and thus the price and liquidity of our common stock has been affected and our ability to obtain future equity financing may be further impaired



In February 2004, we were delisted from the Nasdaq SmallCap Market due to noncompliance with Marketplace Rule 4310(c)(2)(B), which requires companies
listed to have a minimum of $2,500,000 in stockholders equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently
completed fiscal years.



Our common stock now trades in the
over-the-counter market on the OTC Bulletin Board owned by the Nasdaq Stock Market, Inc., which was established for securities that do not meet the listing requirements of the Nasdaq National Market or the Nasdaq SmallCap Market. The OTC Bulletin
Board is generally considered less efficient than the Nasdaq SmallCap Market. Consequently, selling our common stock is likely more difficult because of diminished liquidity in smaller quantities of shares likely being bought and sold, transactions
could be delayed, and securities analysts and news media coverage of us may be further reduced. These factors could result in lower prices and larger spreads in the bid and ask prices for shares of common stock.



Our listing on the OTC Bulletin Board, or further declines in our stock
price, may greatly impair our ability to raise additional necessary capital through equity or debt financing, and significantly increase the dilution to our current stockholders caused by any issuance of equity in financing or other transactions.
The price at which we would issue shares in such transactions is generally based on the market price of our common stock and a decline in the stock price could result in our need to issue a greater number of shares to raise a given amount of
funding.



In addition, as our common stock is not listed on a
principal national exchange, we are subject to Rule 15g-9 under the Securities and Exchange Act of 1934, as amended. That rule imposes additional sales practice requirements on broker-dealers that sell low-priced securities to persons other than
established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchasers written consent to the
transaction prior to sale. Consequently, the rule may affect the ability of broker-dealers to sell our common stock and affect the ability of holders to sell their shares of our common stock in the secondary market. Moreover, investors may be less
interested in purchasing low-priced securities because the brokerage commissions, as a percentage of the total transaction value, tend to be higher for such securities, and some investment funds will not invest in low-priced securities (other than
those which focus on small-capitalization companies or low-priced securities).



-24-



---

##### Table of Contents

We may experience a further decrease in market demand due to the slowed economy, which has also been further stymied
by the concerns of terrorism, war, and social and political instability in the regions in which we do business



Spending on technology solutions by corporations and government enterprises has been markedly slow to rebound and the industry continues to be mired in an
economic slump. In addition, the terrorist attacks in the United States and Europe and turmoil and war in the Middle East, Asia and elsewhere has increased the uncertainty in the United States, the European Union and Asian economies and may further
add to the prolonged decline in the United States business environment. The war on terrorism, along with the effects of a terrorist attack and other similar events, the war in Iraq, military activities in Afghanistan, and hostilities between India
and Pakistan, could contribute further to the slowdown of the already slumping market demand for goods and services, including digital communications software and services. If the economy continues to decline as a result of the recent economic,
political and social turmoil, or if there are further terrorist attacks in the United States and Europe, or as a result of the war in the Middle East and Asia, particularly India, we may experience further decreases in the demand for our products
and services, which may harm our operating results.



We depend on broad
market acceptance of our applications and of our business model



We depend on the widespread acceptance and use of our applications as an effective solution for businesses seeking to manage high volumes of customer communication over the Internet while providing improved customer service. While we
believe the potential to be very large, we cannot accurately estimate the size or growth rate of the potential market for such product and service offerings generally, and we do not know whether our products and services in particular will achieve
broad market acceptance. The market for eService software is relatively new and rapidly evolving, and concerns over the security and reliability of online transactions, the privacy of users and quality of service or other issues may inhibit the
growth of the Internet and commercial online services. If the market for our applications fails to grow or grows more slowly than we currently anticipate, our business will be seriously harmed.



Furthermore, our business model is premised on business assumptions that are
still evolving. Historically, customer service has been conducted primarily in person or over the telephone. Our business model assumes that both customers and companies will increasingly elect to communicate via the Internet (assisted and
unassisted online service), as well as demanding integration of the online channels into the traditional telephone-based call center. Our business model also assumes that many companies recognize the benefits of a hosted delivery model and will seek
to have their eService applications hosted by us. If any of these assumptions is incorrect, our business will be seriously harmed and our stock price will decline.



We may not be able to respond to the rapid technological change of the customer service and contact center industry



The eService industry is characterized by rapid technological change,
changes in customer requirements and preferences, and the emergence of new industry standards and practices that could render our existing services, proprietary technology and systems obsolete. We must continually develop or introduce and improve
the performance, features and reliability of our products and services, particularly in response to competitive offerings. Our success depends, in part, on our ability to enhance our existing services and to develop new services, functionality and
technology that address the increasingly sophisticated and varied needs of prospective customers. If we do not properly identify the feature preferences of prospective customers, or if we fail to deliver product features that meet the standards of
these customers, our ability to market our service and compete successfully and to increase revenues could be impaired. The development of proprietary technology and necessary service enhancements entails significant technical and business risks and
requires substantial expenditures and lead-time. We may not be able to keep pace with the latest technological developments. We may also be unable to use new technologies effectively or adapt services to customer requirements or emerging industry
standards or regulatory or legal requirements. More generally, if we cannot adapt or respond in a cost-effective and timely manner to changing industry standards, market conditions or customer requirements, our business and operating results will
suffer.



-25-



---

##### Table of Contents

We face a variety of risks stemming from strategic and operational decisions we have made in recent years



Since fiscal 2001 we have made a series of key decisions
relating to cost reduction, debt accrual and operational structure. Such decisions have posed challenges to and will continue to affect the infrastructure, debt and equity structure and the operations of the company. If such decisions have
unanticipated consequences, they may have a material adverse effect on our financial condition and future results of operations. We have significantly cut the cost structure through reductions in force and the movement of certain key business
functions to operations in India. We have also reduced our work force overall by 44% since fiscal year ended 2002. In addition, in excess of 50% of all employees and the majority of all software development is now done in India with an Indian
workforce.



While we have achieved significant cost savings
through such measures, we will be unable to quickly reverse the course of such actions and the initial costs associated with such restructuring may be lost if the infrastructure changes do not enhance our results. In addition, the continued and
aggressive restructuring over time has reduced our personnel and resources to minimal levels where the margin of operational error is very low. To the extent we have made poor decisions about the cutting of certain resources, such loss of assets may
contribute to an inability to effectively operate our company, properly serve customers or successfully achieve sales goals. Finally, a failure to meet our revenue forecasts despite such cost-cutting measures, will leave us with insufficient
resources to fund growth initiatives and, accordingly, our results and future financial condition will likely suffer.



Cost reduction initiatives may adversely affect the morale and performance of our personnel, which could affect our ability to retain high performers



To streamline operations and better align operating costs and expenses
with revenue trends, we have restructured our organization several times in recent years. The result has been substantial reductions in our workforce over time. Such reductions in workforce may continue to affect employee morale, create concern
among existing employees about job security, and contribute to distractions that drain productivity. These issues may also lead to attrition and reduce our ability to meet the needs of our current and future customers. In addition, many of the
employees who were terminated may have possessed specific knowledge or expertise and their absence may create significant difficulties. In addition, the workforce reductions previously completed have increased our dependence on our remaining
employees and senior management. Any attrition beyond our planned workforce reductions could reduce our ability to develop new products and services, provide acceptable levels of customer service and meet the needs of our current and future
customers and harm our results of operations. In particular, increased levels of attrition in the Indian workforce on which we deeply rely for research and development and where we have moved significant resources in recent years would have
significant effects on the company and its results of operations.



Our success will also depend in large part on the skills, experience and performance of highly motivated senior management, engineering, sales, marketing and other key personnel. The loss of the services of any of our senior management or
other key personnel, including our Chief Executive Officer and co-founder, Ashutosh Roy, could harm our business.



Our international operations involve various risks



We derived 46% of our revenues from international sales for the quarter ended March 31, 2005 compared to 47% for the quarter ended March 31, 2004.
Including those discussed above, our international sales operations are subject to a number of specific risks, such as:



| |  |  | foreign currency fluctuations and imposition of exchange controls;
| | - |  | ------------------------------------------------------------------



| |  |  | expenses associated with complying with differing technology standards and language translation issues;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | difficulty and costs in staffing and managing our international operations;
| | - |  | ---------------------------------------------------------------------------



| |  |  | difficulties in collecting accounts receivable and longer collection periods;
| | - |  | -----------------------------------------------------------------------------



| |  |  | various trade restrictions and tax consequences; and
| | - |  | ----------------------------------------------------



| |  |  | reduced intellectual property protections in some countries.
| | - |  | ------------------------------------------------------------



Through eGain India, we currently have a significant number of employees representing in excess of 50% of our total workforce located in India, more than
a half employed in research and development. Although the movement of certain operations internationally was principally motivated by cost cutting, the continued management of these remote operations will require significant management attention and
financial resources that



-26-



---

##### Table of Contents

could adversely affect our operating performance. In addition, with the significant increase in the numbers of foreign businesses that have established
operations in India, the competition to attract and retain employees there has also increased significantly. As a result of the increased competition for skilled workers, we have expected increased compensation costs and expect these costs to
increase in the future. Our reliance on our workforce in India makes us particularly susceptible to disruptions in the business environment in that region. In particular, sophisticated telecommunications links, high speed data communications with
other eGain offices and customers, and overall consistency and stability of our business infrastructure are vital to our day to day operations, and any impairment of such infrastructure will cause our financial condition and results to suffer. The
maintenance of stable political relations between both the United States and the European Union, and India are also of great importance to our operations.



Any of these risks could have a significant impact on our product development, customer support or professional services. To the extent the benefit of
maintaining these operations abroad does not exceed the expense of establishing and maintaining such activities, our operating results and financial condition will suffer.



Difficulties in implementing our products could harm our revenues and margins



We generally recognize revenue from a customer sale when persuasive evidence
of an arrangement exists, the product has been delivered, the arrangement does not involve significant customization of the software, the license fee is fixed or determinable and collection of the fee is probable. If an arrangement requires
significant customization or implementation services from us, recognition of the associated license and service revenue could be delayed. The timing of the commencement and completion of the these services is subject to factors that may be beyond
our control, as this process requires access to the customers facilities and coordination with the customers personnel after delivery of the software. In addition, customers could delay product implementations. Implementation typically
involves working with sophisticated software, computing and communications systems. If we experience difficulties with implementation or do not meet project milestones in a timely manner, we could be obligated to devote more customer support,
engineering and other resources to a particular project. Some customers may also require us to develop customized features or capabilities. If new or existing customers have difficulty deploying our products or require significant amounts of our
professional services, support, or customized features, revenue recognition could be further delayed or canceled and our costs could increase, causing increased variability in our operating results.



Our reserves may be insufficient to cover receivables we are unable to collect



We assume a certain level of credit risk with our
customers in order to do business. Conditions affecting any of our customers could cause them to become unable or unwilling to pay us in a timely manner, or at all, for products or services we have already provided them. For example, if the current
economic conditions continue to decline, our customers may experience financial difficulties and be unable to pay their bills. In the past, we have experienced collection delays from certain customers, and we cannot predict whether we will continue
to experience similar or more severe delays in the future. Although we have established reserves to cover losses due to delays or inability to pay, there can be no assurance that such reserves will be sufficient to cover our losses. If losses due to
delays or inability to pay are greater than our reserves, it could harm our business, operating results and financial condition.



Litigation and infringement claims could be costly to defend and distract our management team



We may be involved in legal proceedings and claims from time to time in the ordinary course of our business, including
claims of alleged infringement of the intellectual property or proprietary rights of third parties, employment claims and other commercial contract disputes. Third parties may also infringe or misappropriate our copyrights, trademarks and other
proprietary rights for which we may be required to file suit to protect or mediate our rights. In the past we have had lawsuits brought or threatened against us in a variety of contexts including but not limited to claims related to issues
associated with our initial public offering of common stock, breach of contract and litigation associated with the termination of employees.



From time to time, parties have also asserted or threatened infringement claims, and may continue to do so. Because the contents of patent applications in
the United States are not publicly disclosed until the patent is issued, applications may have been filed which relate to our software products. In particular, intellectual property litigation is expensive and time-consuming and could also require
us to develop non-infringing technology or enter into



-27-



---

##### Table of Contents

royalty or license agreements. These royalty or license agreements, if required, may not be available on acceptable terms, if at all, in the event of a
successful claim of infringement. Our failure or inability to develop non-infringing technology or license the proprietary rights on a timely basis would harm our business.



Where appropriate, we intend to vigorously defend all claims. However, any actual or threatened claims, even if not
meritorious or material, could result in the expenditure of significant financial and managerial resources. The continued defense of these claims and other types of lawsuits could result in and could divert managements attention away from
running our business. Negative developments in lawsuits could cause our stock price to decline as well. In addition, required amounts to be paid in settlement of any claims, and the legal fees and other costs associated with such settlement cannot
be estimated and could, individually or in the aggregate, materially harm our financial condition.



We rely on trademark, copyright, trade secret laws, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired our ability to generate
revenue will be harmed



We regard our patents, copyrights,
service marks, trademarks, trade secrets and similar intellectual property as critical to our success, and rely on trademark and copyright law, trade secret protection and confidentiality and/or license agreements with our employees, customers and
partners to protect our proprietary rights. We have numerous registered trademarks as well as common law trademark rights in the United States and internationally. In addition, we own several patents in the area of case-based reasoning. We will seek
additional trademark and patent protection in the future. We do not know if our trademark and patent applications will be granted, or whether they will provide the protection eGain desires, or whether they will subsequently be challenged or
invalidated. It is difficult to monitor unauthorized use of technology, particularly in foreign countries, where the laws may not protect our proprietary rights as fully as in the United States. Furthermore, our competitors may independently develop
technology similar to our technology.



Despite our efforts to
protect our proprietary rights through confidentiality and license agreements, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. These precautions may not prevent misappropriation or infringement of our
intellectual property. In addition, we routinely require employees, customers, and potential business partners to enter into confidentiality and nondisclosure agreements before we will disclose any sensitive aspects of our products, technology, or
business plans. In addition, we require employees to agree to surrender any proprietary information, inventions or other intellectual property they generate or come to possess while employed by us. In addition, some of our license agreements with
certain customers and partners require us to place the source code for our products into escrow. These agreements typically provide that some party will have a limited, non-exclusive right to access and use this code as authorized by the license
agreement if there is a bankruptcy proceeding instituted by or against us, or if we materially breach a contractual commitment to provide support and maintenance to the party.



Unknown software defects could disrupt our products and services and problems arising from our vendors products or services could
disrupt operations, which could harm our business and reputation



Our product and service offerings depend on complex software, both internally developed and licensed from third parties. Complex software often contains defects or errors in translation or integration, particularly when first introduced or
when new versions are released or localized for international markets. We may not discover software defects that affect our new or current services or enhancements until after they are deployed. It is possible that, despite testing by us, defects
may occur in the software and we can give no assurance that our products and services will not experience such defects in the future. Furthermore, our customers generally use our products together with products from other companies. As a result,
when problems occur in the integration or network, it may be difficult to identify the source of the problem. Even when our products do not cause these problems, these problems may cause us to incur significant warranty and repair costs, divert the
attention of our engineering personnel from product development efforts and cause significant customer relations problems. These defects or problems could result in damage to our reputation, lost sales, product liability claims, delays in or loss of
market acceptance of our products, product returns and unexpected expenses, and diversion of resources to remedy errors.



-28-



---

##### Table of Contents

We may need to license third-party technologies and may be unable to do so



To the extent we need to license third-party technologies, we may be unable
to do so on commercially reasonable terms or at all. In addition, we may fail to successfully integrate any licensed technology into our products or services. Third-party licenses may expose us to increased risks, including risks associated with the
integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs. Our
inability to obtain and successfully integrate any of these licenses could delay product and service development until equivalent technology can be identified, licensed and integrated. This in turn would harm our business and operating results.



Our stock price has demonstrated volatility and overall declines since
being listed on the public market and continued market conditions may cause further declines or fluctuations



The price at which our common stock trades has been and will likely continue to be highly volatile and show wide fluctuations and substantial declines due
to factors such as the following:



| |  |  | the thinly traded nature of our stock on the OTC Bulletin Board;
| | - |  | ----------------------------------------------------------------



| |  |  | concerns related to liquidity of our stock, financial condition or cash balances;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | actual or anticipated fluctuations in our operating results, our ability to meet announced or anticipated profitability goals and changes in or failure to meet securities
analysts expectations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | announcements of technological innovations and/or the introduction of new services by us or our competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | developments with respect to intellectual property rights and litigation, regulatory scrutiny and new legislation;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | conditions and trends in the Internet and other technology industries; and
| | - |  | --------------------------------------------------------------------------



| |  |  | general market and economic conditions.
| | - |  | ---------------------------------------



Furthermore, the stock market has in recent quarters experienced significant price and volume fluctuations that have affected the market prices for the
common stock of technology companies, particularly Internet companies, regardless of the specific operating performance of the affected company. These broad market fluctuations may cause the market price of our common stock to increase and decline.



In addition, in past periods of volatility in the market price
of a particular companys securities, securities class action litigation has been brought against that company following such declines. To the extent our stock price precipitously drops in the future, we may become involved in this type of
litigation. Litigation of this kind, or involving intellectual property rights, is often expensive and diverts managements attention and resources, which could continue to harm our business and operating results.



Unplanned system interruptions and capacity constraints and failure to effect efficient
transmission of data of customer communications and data over the Internet could harm our business and reputation



Our customers have, in the past experienced some interruptions with the eGain-hosted operations. We believe that these interruptions will continue to
occur from time to time. These interruptions could be due to hardware and operating system failures. As a result, our business will suffer if we experience frequent or long system interruptions that result in the unavailability or reduced
performance of our hosted operations or reduce our ability to provide remote management services. We expect to experience occasional temporary capacity constraints due to sharply increased traffic or other Internet wide disruptions, which may cause
unanticipated system disruptions, slower response times, impaired quality, and degradation in levels of customer service. If this were to continue to happen, our business and reputation could be seriously harmed.



The growth in the use of the Internet has caused interruptions and delays in
accessing the Internet and transmitting data over the Internet. Interruptions also occur due to systems burdens brought on by unsolicited bulk email or Spam, malicious service attacks and hacking into operating systems, viruses, worms
and Trojan horses, the proliferation of which may be beyond our control and may seriously impact ours and our customers businesses.



-29-



---

##### Table of Contents

Because we provide Internet-based eService software, interruptions or delays in Internet transmissions
will harm our customers ability to receive and respond to online interactions. Therefore, our market depends on improvements being made to the entire Internet infrastructure to alleviate overloading and congestion.



Our success largely depends on the efficient and uninterrupted operation of
our computer and communications hardware and network systems. Most of our computer and communications systems are located in Mountain View, California. Due to our locations, our systems and operations are vulnerable to damage or interruption from
fire, earthquake, power loss, telecommunications failure and similar events.



We have entered into service agreements with some of our customers that require minimum performance standards, including standards regarding the availability and response time of our remote management services. If we
fail to meet these standards, our customers could terminate their relationships with us, and we could be subject to contractual refunds and service credits to customers. Any unplanned interruption of services may harm our ability to attract and
retain customers.



We may be liable for activities of customers or others
using our hosted operations



As a provider of customer
service and contact center software for the Internet, we face potential liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the actions of our customers, and their customers, or others using
our solutions or communicating through our networks. This liability could result from the nature and content of the communications transmitted by customers through the hosted operations. We do not and cannot screen all of the communications
generated by our customers, and we could be exposed to liability with respect to this content. Furthermore, some foreign governments, including Germany and China, have enforced laws and regulations related to content distributed over the Internet
that are more strict than those currently in place in the United States. In some instances criminal liability may arise in connection with the content of Internet transmissions.



Although we carry general liability and umbrella liability insurance, our insurance may not cover claims of these types or
may not be adequate to indemnify us for all liability that may be imposed. There is a risk that a single claim or multiple claims, if successfully asserted against us, could exceed the total of our coverage limits. There also is a risk that a single
claim or multiple claims asserted against us may not qualify for coverage under our insurance policies as a result of coverage exclusions that are contained within these policies. Should either of these risks occur, capital contributed by our
stockholders might need to be used to settle claims. Any imposition of liability, particularly liability that is not covered by insurance or is in excess of insurance coverage could harm our reputation and business and operating results, or could
result in the imposition of criminal penalties.



If our system security is
breached, our business and reputation could suffer and we may face liability associated with disclosure of sensitive customer information



A fundamental requirement for online communications and transactions is the secure transmission of confidential information over public networks. Third
parties may attempt to breach our security or that of our customers. We may be liable to our customers for any breach in our security and any breach could harm our business and reputation. Although we have implemented network security measures, our
servers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays, or loss of data. We may be required to expend significant capital and other resources to license
encryption technology and additional technologies to protect against security breaches or to alleviate problems caused by any breach. Since our applications frequently manage sensitive and personally identifiable customer information, and we may
also be subject to claims associated with invasion of privacy or inappropriate disclosure, use or loss of this information and fraud and identity theft crimes associated with such use or loss. Any imposition of liability, particularly liability that
is not covered by insurance or is in excess of insurance coverage, could harm our reputation and our business and operating results.



The regulatory environment for and certain legal uncertainties in the operation of our business and our customers business could impair our growth or decrease
demand for our services or increase our cost of doing business



Few laws currently apply directly to activity on the Internet and related services for businesses operating commercial online service. However new laws are frequently proposed and other laws made applicable to Internet



-30-



---

##### Table of Contents

communications every year both in the U.S. and internationally. In particular, in the operation of our business we face risks associated with privacy,
confidentiality of user data and communications, consumer protection and pricing, taxation, content, copyright, trade secrets, trademarks, antitrust, defamation and other legal issues. In particular, legal concerns with respect to communication of
confidential data have affected our financial services and health care customers due to newly enacted federal legislation. The growth of the industry and the proliferation of ecommerce services may prompt further legislative attention to our
industry and thus invite more regulatory control of our business. Further, the growth and development of the market for commercial online transactions may prompt calls for more stringent consumer protection laws that may impose additional burdens on
those companies engaged in ecommerce. Moreover, the applicability to the Internet of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes, libel and personal privacy is uncertain and may take
years to resolve.



In addition, the applicability of laws and
regulations directly applicable to the businesses of our customers, particularly customers in the fields of financial services, will continue to affect us. The security of information about our customers end-users continues to be an area where
a variety of laws and regulations with respect to privacy and confidentiality are enacted. As our customers implement the protections and prohibitions with respect to the transmission of end-user data, our customers will look to us to assist them in
remaining in compliance with this evolving area of regulation. In particular the Gramm-Leach-Bliley Act contains restrictions with respect to the use and protection of financial services records for end-users whose information may pass through our
system.



The imposition of more stringent protections and/or
new regulations and the application of existing laws to our business could burden our company and those with which we do business. Further, the adoption of additional laws and regulations could limit the growth of our business and that of our
business partners and customers. Any decreased generalized demand for our services, or the loss of or decrease, in business, by a key partner or customer due to regulation or the expense of compliance with any regulation, could either increase the
costs associated with our business or affect revenue, either of which could harm our financial condition or operating results.



Finally, we face increased regulatory scrutiny and potential criminal liability for our executives associated with various accounting and corporate
governance rules promulgated under the Sarbanes-Oxley Act of 2002. We have reviewed and will continue to monitor all of our accounting policies and practices, legal disclosure and corporate governance policies under the new legislation, including
those related to relationships with our independent accountants, enhanced financial disclosures, internal controls, board and board committee practices, corporate responsibility and loan practices, and intend to fully comply with such laws.
Nevertheless, such increased scrutiny and penalties involve risks to both eGain and our executive officers and directors in monitoring and insuring compliance. A failure to properly navigate the legal disclosure environment and implement and enforce
appropriate policies and procedures, if needed, could harm our business and prospects.



We may engage in future acquisitions or investments that could dilute our existing stockholders, cause us to incur significant expenses or harm our business



We may review acquisition or investment prospects that might complement our current business or enhance our technological
capabilities. Integrating any newly acquired businesses or their technologies or products may be expensive and time-consuming. To finance any acquisitions, it may be necessary for us to raise additional funds through public or private financings.
Additional funds may not be available on terms that are favorable to us, if at all, and, in the case of equity financings, may result in dilution to our existing stockholders. We may not be able to operate acquired businesses profitably or otherwise
implement our growth strategy successfully. If we are unable to integrate newly acquired entities or technologies effectively, our operating results could suffer. Future acquisitions by us could also result in large and immediate write-offs, the
conversion of our preferred stock into common stock, incurrence of debt and contingent liabilities, or amortization of expenses related to goodwill and other intangibles, any of which could harm our operating results.



Changes in the accounting treatment of stock options could adversely affect our results of
operations



In December 2004 the FASB issued SFAS No. 123R
(revised 2004) which will require us, beginning in fiscal 2006, to expense employee stock options for financial reporting purposes. Such stock option expensing would require us to value our employee stock option grants using the fair value method,
and then amortize that value against our reported earnings over the vesting period in effect for those options. We currently account for stock-based awards to employees in accordance with Accounting Principles Board (APB) Opinion No. 25,
Accounting



-31-



---

##### Table of Contents

for Stock Issued to Employees, and have adopted the disclosure-only alternative of SFAS 123R. When we expense employee stock options in the future,
this change in accounting treatment will materially and adversely affect our reported results of operations as the stock-based compensation expense would be charged directly against our reported earnings. For an illustration of the effect of such a
change on our recent results of operations, see Note 3 in this quarterly report on Form 10-Q. Participation by our employees in our employee stock purchase plan may trigger additional compensation charges when the amendments to SFAS 123R are
adopted.



-32-



---

##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk



We develop products in the United States and India and sell these products internationally. Generally, sales are made in local currency. As a result, our
financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. To date, the effect of changes in foreign currency exchange rates on revenues and operating expenses
has not been material. We do not currently use derivative instruments to hedge against foreign exchange risk.



Item 4. Controls and Procedures



(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures, as such term is defined in Rule 13a-14(c) under the Securities Exchange Act of 1934 (the Exchange
Act), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible
disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.



Based
on their evaluation as of a date within 90 days prior to the filing date of this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure
controls and procedures were effective to ensure that material information relating to us, including our consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this Quarterly Report
on Form 10-Q was being prepared.



(b) Changes in internal
controls. There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



-33-



---

##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Beginning on October 25, 2001, a number of securities class action complaints were filed against us, and certain of our then officers and directors and underwriters connected with our initial public offering of common stock in the U.S.
District Court for the Southern District of New York (consolidated into In re Initial Public Offering Sec. Litig.). The complaints alleged generally that the prospectus under which such securities were sold contained false and misleading
statements with respect to discounts and excess commissions received by the underwriters as well as allegations of laddering whereby underwriters required their customers to purchase additional shares in the aftermarket in exchange for
an allocation of IPO shares. The complaints sought an unspecified amount in damages on behalf of persons who purchased the common stock between September 23, 1999 and December 6, 2000. Similar complaints were filed against 55 underwriters and more
than 300 other companies and other individuals. The over 1,000 complaints were consolidated into a single action. We reached an agreement with the plaintiffs to resolve the cases as to our liability and that of our officers and directors. The
settlement involved no monetary payment or other consideration by us or our officers and directors and no admission of liability. The Court has not yet approved the settlement, but has tentatively set a public hearing on the fairness of the proposed
settlement for January 9, 2006.



On February 12, 2004, we filed
suit against Insight Enterprises, Inc., the acquirer of Comark, Inc., a value-added reseller of our software, claiming inter alia breach of contract and failure to pay in connection with a sale of our software to one customer in the Superior
Court of the State of California, Santa Clara County. The lawsuit seeks in excess of $600,000 in damages.



With the exception of these matters, we are not a party to any other material pending legal proceedings, nor is our property the subject of any material
pending legal proceeding, except routine legal proceedings arising in the ordinary course of our business and incidental to our business, none of which are expected to have a material adverse impact, as taken individually or in the aggregate, upon
our business, financial position or results of operations. However, even if these claims are not meritorious, the ultimate outcome of any litigation is uncertain, and it could divert managements attention and impact other resources.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3. Defaults upon Senior Securities



None.



Item 4. Submission of Matters to a Vote of Security Holders



None.



Item 5. Other Information



None.



Item 6. Exhibits



|             |  |                                                                                                     
|------------ |  | ----------------------------------------------------------------------------------------------------
|Exhibits No. |  | Description of Exhibits                                                                             
|10.1         |  | Amendment to Loan and Security Agreement between eGain and Silicon Valley Bank, dated March 29, 2005
|             | 
|10.2         |  | eGain Communications Corporation 2005 Stock Incentive Plan and form of notice of stock option grant 



-34-



---

##### Table of Contents

|     |  |                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer.                                                                                              
|     | 
|31.2 |  | Rule 13a-15(e)/15d-15(e) Certification of Chief Financial Officer.                                                                                              
|     | 
|32.1 |  | Certification pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Ashutosh Roy, Chief Executive Officer.
|     | 
|32.2 |  | Certification pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Eric Smit, Chief Financial Officer.   



-35-



---

##### Table of Contents

SIGNATURES



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



|                    |  |                                  |  |                                            
|------------------- |  | -------------------------------- |  | -------------------------------------------
|Dated: May 16, 2005 |  | eGAIN COMMUNICATIONS CORPORATION
|                    |  |                                 
|                    |  | By                               |  | /s/ Eric N. Smit                           
|                    |  |                                  |  | Eric N. Smit                               
|                    |  |                                  |  | Chief Financial Officer                    
|                    |  |                                  |  | (Duly Authorized Officer and               
|                    |  |                                  |  | Principal Financial and Accounting Officer)



-36-