<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                          ----------------------------

                                    FORM 10-K

             (Mark One)

              [ X  ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                         OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the fiscal year ended December 31, 2000

              [    ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                         OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the transition period from __________ to __________


                             Commission File Number
                                     1-9812

                                  TENERA, INC.
             (Exact name of registrant as specified in its charter)


                         Delaware                                 94-3213541
              (State or other jurisdiction of                 (I.R.S. Employer
              incorporation or organization)                 Identification No.)

           100 Bush Street, Suite 850, San Francisco, California 94104
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (415) 445-3200


                          ----------------------------

           Securities registered pursuant to Section 12(b) of the Act:
                                  Common Stock

           Securities registered pursuant to Section 12(g) of the Act:
                                      None


     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy as information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  X  ]

     As of March 1, 2001, the aggregate market value of the Registrant's  Common
Stock held by  nonaffiliates  of the Registrant was $2,883,479 based on the last
transaction  price as reported on the American Stock Exchange.  This calculation
does not reflect a  determination  that certain  persons are  affiliates  of the
Registrant for any other purposes.

     The number of shares outstanding on March 1, 2000 was 9,984,259.





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<PAGE>



                                     PART I


Item 1.  Business


Except for historical  information,  the following  description of the Company's
business   contains   forward-looking   statements   which   involve  risks  and
uncertainties.  The Company's actual results could differ  materially from those
set  forth in  these  forward-looking  statements  as a  result  of a number  of
factors,  including  those set forth in this Annual  Report  under the  heading,
"Risk Factors".


General

      TENERA,  Inc.  (including its  subsidiaries,  "TENERA",  or the "Company")
provides a broad range of technology-based  professional and technical services,
and   business-to-business   web-based   e-Learning   services.   The  Company's
professional  and technical  services are designed to solve complex  management,
engineering,  environmental,  health and safety  challenges  associated with the
management of federal  government  properties,  energy assets, and petrochemical
and manufacturing concerns.  TENERA's web-based e-Learning products and services
are  designed  to  provide  a suite  of  on-line,  interactive,  compliance  and
regulatory-driven training applications for use by clients' employees.

      TENERA, Inc., a  Delaware   corporation, is  the  parent  company  of  the
subsidiaries described below.

      In 1995, the Company  formed TENERA Rocky Flats,  LLC ("Rocky  Flats"),  a
Colorado  limited  liability  company,  to provide  professional  and  technical
services in connection with  participation in the Performance  Based Integrating
Management  Contract  ("Rocky  Flats  Contract")  at the  Department of Energy's
("DOE") Rocky Flats  Environmental  Technology  Site  ("Site").  In August 2000,
Closure Mission Support  Services,  LLC ("CMSS"),  a Colorado limited  liability
company,  was formed by Rocky Flats as a majority-owned joint venture to provide
professional  and  technical  services in  connection  with a  recompete  of the
professional  support  services at the Site. In the fourth  quarter of 2000, the
Company was awarded a new contract for an initial three (3) year period followed
by three one-year renewal options exercisable by the prime contractor.

      In 1997,  the Company  formed TENERA Energy,  LLC  ("Energy"),  a Delaware
limited liability company,  to consolidate its commercial electric power utility
business into a separate legal entity. Energy offers professional  environmental
and  ecological  services,  and risk  management  services to nuclear and fossil
plant operators.

      In November  1997, the Company  consummated  the sale of all of the assets
("Asset  Sale")  of its  former  subsidiary,  TENERA  Technologies,  LLC  ("Mass
Transportation"; see Notes 1 and 6 to Consolidated Financial Statements).

      In  1999,   the  Company   initially   formed  TENERA   GoTrain.Net,   LLC
("GoTrain.net"),  a  Delaware  limited  liability  company,  as a joint  venture
operation with a minority interest partner,  SoBran,  Inc., an Ohio corporation,
specializing in Internet  technologies.  In February 2000, the Company purchased
certain  Internet-based  development assets of SoBran,  Inc., including SoBran's
minority interest in TENERA GoTrain.Net,  LLC.  GoTrain.net,  now a wholly-owned
subsidiary,  is an e-Learning  application  service provider offering Web-based,
e-Learning   solutions   to  selected   industries   needing   regulatory-driven
environmental,  safety, and health (ES&H) training,  specifically manufacturing,
utilities, petrochemical, and Fortune 1000 companies. In March 2000, GoTrain.net
and EnviroWin  Software,  LLC, a Delaware  limited  liability  company,  an ES&H
desktop  solutions  provider,  formed Training,  LLC, a joint venture to produce
certain  Web-based  ES&H  training  products for  delivery  via the  GoTrain.net
distance learning platform.

      The  Company  is  principally   organized  into  two  operating  segments:
Professional  and Technical  Services and e-Learning (see Note 7 to Consolidated
Financial Statements for additional information regarding Company segments).




                                       1
<PAGE>



Markets and Business Strategy

      Professional and Technical Services Segment.  TENERA provides professional
and technical  services to DOE owned sites and national  research  laboratories,
commercial electric generating plants and other  regulatory-impacted  industries
to solve  complex  management,  engineering,  environmental,  health  and safety
issues  associated with their  properties and energy assets.  TENERA's  services
primarily focus on environmental and ecological  services,  and risk management,
which assist its  commercial  clients  with respect to their  nuclear and fossil
plant  operations,  maintenance,  and safety.  TENERA provides its  governmental
clients,  the  DOE  and DOE  prime  contractors  with  assistance  in  devising,
implementing,   and  monitoring  strategies  to  improve  performance  and  cost
effectiveness  from an operational,  safety,  and  environmental  perspective at
DOE-owned nuclear reactor sites and national research laboratories.

      TENERA has developed expertise in providing solutions to complex technical
and regulatory issues facing the commercial electric power generation  industry.
Over the past several years,  commercial  electric  utilities  have  experienced
increased  competitive  pressure due to continued  deregulation  of the electric
industry.  For  example,  utilities  are  no  longer  able  to  recover  capital
expenditures  through  rate  increases,   due  to  mandated  rate  changes,  and
increasing  competition from independent  power  producers,  alternative  energy
production, and cogeneration.  During the same period, utilities and independent
power producers have responded to continued  regulatory pressures to comply with
complex safety and environmental guidelines.

      Safety   problems   and   environmental   issues  have  also   emerged  at
government-owned  weapons production  facilities.  The end of the "Cold War" has
prompted DOE to shut down many of its aging weapons  production  facilities  and
begin  the  challenging  task of  dismantling,  disposal,  and  clean-up  of the
facilities.  A massive program is underway throughout the DOE complex of nuclear
weapons  production  facilities and national  laboratories to implement this new
shutdown  mission,  while  complying  with  health,  safety,  and  environmental
requirements similar to those applicable to commercial  facilities,  principally
in  the  areas  of  hazardous  wastes,  decontamination,   decommissioning,  and
remediation.   Electric  power  generators,  as  well  as  a  variety  of  other
industries,    have   been   subjected   to   extensive   regulation   regarding
environmentally safe handling of hazardous materials.

      The  Company's  principal  markets  are the  DOE-owned  nuclear  materials
production  sites and national  research  laboratories,  and the electric  power
generation  industry,   including  regulated  and  deregulated  producers.   The
Company's  largest business area,  DOE-owned  nuclear weapons  production sites,
faces close scrutiny resulting from public concern over health,  safety, and the
environment.  The Company  believes  that DOE's mission of closing aging weapons
plants, coupled with increased enforcement of environmental laws and regulations
continues to be prompted by  publicity  and public  awareness  of  environmental
problems and health hazards posed by hazardous  materials and toxic wastes.  The
dismantlement  and  cleanup  of the  aging  DOE  weapons  complex  represents  a
significant market for the Company's service offerings.

      The DOE has begun  programs to address safety  problems and  environmental
concerns,  which have  emerged at its nuclear  facilities.  These  programs  are
designed  to bring the  operations  into  compliance  with a variety  of health,
safety,  and  environmental  requirements,  similar to those  applicable  to the
commercial    electric   utility    industry.    The   DOE's    decontamination,
decommissioning,   and   remediation   programs  are  also  aimed  at  achieving
significant cleanup of its hazardous waste production and storage facilities and
the partial shutdown of nuclear operations at a number of its sites.

      The electric utility industry has undergone  considerable change in recent
years and faces a complex mix of economic  and  regulatory  pressures.  There is
continuing  deregulation  of the production  and  distribution  of  electricity,
accompanied  by the desire of utilities to meet demand for  electricity  through
higher  operating  efficiency.  Some of the Company's  largest  electric utility
clients have responded to a more competitive  environment by  implementation  of
significant  cost control  measures  and activity in the merger and  acquisition
arena.

      Economic  pressures  have  resulted  in  certain  changes  in the focus of
electric utility management.  For example, the ratemaking process now represents
a significant area of risk to utilities.  This has highlighted the importance of
careful  planning and  documentation  in connection with rate case  preparation.




                                       2
<PAGE>



Furthermore,   utilities  appear  to  be  shifting  their  emphasis  to  ongoing
performance  reviews  in making  their  rate  base  decisions,  related  to such
measures as plant  capacity  factors.  These changes in the  ratemaking  process
subject the  utilities to  substantial  economic  penalties  for extended  plant
outages and have stimulated actions by them to assure more reliable operations.

      The  markets  for  electric  utility  and DOE  facility  professional  and
technical  services cover a broad range of activities.  Typical  markets include
waste management,  outage support, operating plant services,  licensing support,
safety  and   health   management,   maintenance   and   information   services,
decommissioning  consulting,  risk  assessment,  quality  assurance and control,
organizational   effectiveness,   engineering   support,   records   management,
fuel-related services, plant security, and surplus asset disposal.

      It has been  TENERA's  strategy to provide  solutions  to these  issues by
providing clients with a high level of professional  skills and a broad range of
scientific,  technological, and management resources. These include software and
databases, which are used in support of consulting projects. The Company assists
its  clients in the  initial  identification  and  analysis  of a  problem,  the
implementation of a feasible solution that the client believes will be sensitive
to business and public interest constraints,  and the ongoing monitoring of that
solution.

      e-Learning  Segment.  The  Company,  through its  GoTrain.net  subsidiary,
develops,  markets,  and  delivers  an  "off-the-shelf"  library  of  e-Learning
products  designed  to  provide  "just-in-time,"   cost-effective  solutions  to
regulatory  mandated  ES&H-related  training needs for its clients.  The Company
also provides custom e-Learning products and services in response to all aspects
of enterprise and workforce effectiveness,  safety, compliance, and performance.
The  Company's  proprietary  Training  Management  Operating  System  ("Training
System")  is  designed to provide a set of  e-Learning  tools that is  generally
scalable to any size client.

      e-Learning courses and tools are applicable to large companies, often with
geographically  distributed  work forces involved in complex  "around-the-clock"
operations,  as well as, small companies that lack dedicated training resources.
The Company believes that the transition to internet-based training will replace
a substantial portion of instructor-led training,  currently representing 70% of
all training programs.

      The Company serves clients required to comply with a wide range of Federal
and state laws and regulations  governing  environmental,  health, and safe work
practices in the workplace. The Company applies its expertise in adult learning,
regulatory processes,  performance improvement techniques,  and Web designed and
delivered  interactive  content,  to improve the  competitive  position  for its
clients by supporting a safe, productive, and compliant work environment.

      The Company  believes many factors  affect the ES&H  Web-based  e-Learning
market.  Highly  competitive  marketplaces  encourage  many  companies  to  seek
performance  gains from  lowered  costs and  improved  competitive  positioning.
e-Learning provides opportunities to lower training costs and establish a safer,
more productive, and compliant work force spending more time at their respective
workstations,  leading to improved competitive positioning. Recently promulgated
standards  from OSHA,  EPA, DOT and ISO 9000 present new  opportunities  for the
e-Learning products that contain,  manage and report the training data necessary
to demonstrate compliance.


Services and Products

      The following  table reflects the percentage of revenues  derived for each
of these  segments  for the  period  indicated  during the  fiscal  years  ended
December 31, 1998 through 2000:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                                 Year Ended December 31,
                                                                          --------------------------------------
                                                                             2000         1999         1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>          <C>          <C>

Professional and Technical Services ...................................      98.7%        98.1%        99.7%
e-Learning ............................................................       1.3%         1.9%         0.3%
----------------------------------------------------------------------------------------------------------------
</TABLE>




                                       3
<PAGE>



      Professional and Technical  Services  Segment.  Services  performed by the
Company  typically  include one or more of the following:  consultation with the
client to  determine  the nature and scope of the  problem,  identification  and
evaluation  of the problem and its impact,  development  and design of a process
for  correcting  the problem,  preparation  of business  plans,  preparation  of
reports for  obtaining  regulatory  agency  permits,  and analysis in support of
regulatory  and legal  proceedings.  The  Company's  professional  and technical
services involve determining a solution to client problems and challenges in the
design,  operation, and management of large facilities.  Focus is also placed on
providing expertise in the wide range of disciplines required to resolve complex
legal and  regulatory  issues and  offering  executives  guidance  in  strategic
planning and implementing a coordinated,  effective response to such issues. The
Company applies its professional skills,  software, and specialized databases to
all aspects of these problems and challenges in the following general areas:

o     Environmental and ecological issues at DOE and electric utility facilities

o     Risk management

o     Operations and maintenance performance improvement

o     Plant safety

o     Nuclear safety and criticality at DOE facilities

o     Engineering design review and verification

      e-Learning  Segment.  The  Company's  products  include a suite of on-line
interactive, compliance and regulatory-driven training applications for business
clients'  use with their  employee  base.  The  applications  support a suite of
automated back office  functions and tools that manage  training  curriculum and
records for business clients.  These training applications are provided "off the
shelf", "on demand", or with "customization".  GoTrain.net products and services
include:

o        Training Management Operating System (Web-based delivery platform)

o        Library of ES&H Web-based e-Learning

o        Custom Web-based e-Learning

o        Courseware tools

o        Multi-lingual e-Learning


Marketing

      Professional  and Technical  Services  Segment.  The  Company's  marketing
strategy  emphasizes its ability to offer a broad range of services  designed to
meet the needs of its clients in a timely and cost-efficient manner. The Company
can undertake not only small tasks  requiring a few  professionals  but also the
management, staffing, design, and implementation of major projects that may last
for many months and involve large numbers of professionals and subcontractors in
several geographic locations.  Characteristic of TENERA's marketing strategy are
significant projects in which initial contracts have been only a fraction of the
ultimate sale.

      The Company  provides  financial  incentives to attract  senior  technical
professionals with extensive utility industry  experience and to encourage these
individuals  to  market  the  complete  range of  TENERA's  services  throughout
existing and potential customer organizations.

      TENERA's marketing efforts are facilitated by the technical reputation and
industry   recognition  often  enjoyed  by  its  professional  staff.   TENERA's
reputation in the electric power industry and as a DOE contractor often leads to
invitations  to  participate  at an early  stage in the  conceptualization  of a
project.  During  this phase,  the  Company  assists  clients in  developing  an
approach for efficiently and productively  solving a problem. If new services or
products  are  developed  for a client,  they  generally  are  marketed to other
clients with similar needs.

      The Company's  reputation  also leads to  invitations  to  participate  in
multi-company teams assembled to bid on large DOE or utility projects.




                                       4
<PAGE>



      e-Learning Segment.  The Company uses a multiple sales channel strategy to
penetrate targeted markets. The Company uses a sales channel approach to connect
products to markets.  Field salesmen activity  currently accounts for a majority
of sales, however, other channels used by the Company include a customer service
center and via-Internet sales. In late 2000, the Company began its marketing and
communications campaign designed to gain market attention, generate sales leads,
achieve  brand  recognition,  and grow  market  share.  Multiple  venues used in
implementing the strategy include direct advertising, publication interviews and
reviews, speaking circuits, trade shows, and industry and trade associations.

      The Company has developed,  and has  opportunities  to expand, a number of
strategic  alliances.  Alliances  form an integral  component  in the  Company's
ability  to  obtain  product  content  and  in  establishing   its  full-service
e-Learning  approach.  Alliances  pursued by the Company can be categorized into
the following three primary groups:  teaming agreements,  distributorships,  and
content or technology partners.

      The Company is seeking private equity financing of its e-Learning business
to provide additional working capital to support a significant  expansion in its
marketing and sales program (see "Risk Factors").

Clients

      During the year ended December 31, 2000,  TENERA provided services to over
40 clients involving over 50 contracts. During the year ended December 31, 1999,
TENERA provided  services to over 35 clients  involving over 55 contracts.  Over
80% of TENERA's  clients during the year ended December 31, 2000, had previously
used its services. Less than 1% of all revenues were from clients outside of the
United States.

      Professional  and  Technical  Services  Segment.  During  the  year  ended
December 31, 2000,  one  Professional  and Technical  Services  Segment  client,
Kaiser-Hill Company,  LLC  ("Kaiser-Hill"),  prime contractor of the Rocky Flats
Contract,  accounted for 70% of the  Company's  total  revenue.  During the year
ended  December 31, 1999,  three  Professional  and Technical  Services  Segment
clients, Kaiser-Hill Company, LLC ("Kaiser-Hill"), prime contractor of the Rocky
Flats  Contract,  Rocky Mountain  Remediation  Services,  LLC ("RMRS"),  a prime
subcontractor  of the Rocky  Flats  Contract,  and Safe Sites of  Colorado,  LLC
("Safe Sites"), a prime subcontractor of the Rocky Flats Contract, accounted for
75% of the Company's total revenue  (Kaiser-Hill - 32%; RMRS - 26%; Safe Sites -
17%). The Company has maintained a working  relationship  with  Kaiser-Hill  for
five years, during which time various contracts have been completed and replaced
with new or follow-on contracts.  The new contract awarded in the fourth quarter
of 2000 is for a lower  value  than the  Company's  prior  contract,  reflecting
Kaiser-Hill's  decision to discontinue use of lower-tier  subcontractor teams at
the Site.  There can be no assurance that this  relationship  will be maintained
beyond the existing contract,  and the loss of this client would have a material
adverse effect on the Company (see "Risk Factors").

      e-Learning  Segment.  The  Company  provided  services  to ten  e-Learning
Segment  clients  during 2000. At December 31, 2000,  seven  e-Learning  Segment
clients  had  contracted  access  for  over  10,000  learners  in the  Company's
Web-based Training System for use within the next twelve months.


Operations

      TENERA generally  receives  payments on amounts billed 30 to 90 days after
billing,   except  for  retention  under  contracts.   TENERA  has  historically
experienced  a low  percentage  of losses  due to poor  credit  risks  since the
majority  of  TENERA's  clients  are  utility  companies,   DOE,  or  DOE  prime
contractors,.

      Professional  and  Technical  Services  Segment.   The  Company  primarily
contracts  for its services in one of three ways:  time and materials ("T & M"),
time and materials plus  incentive fee ("TMIF"),  or fixed price. T & M and TMIF
contracts,  which cover the majority of TENERA's revenues,  are generally billed
monthly by applying a multiplier  factor to specific  labor costs or by use of a
fixed hourly labor rate charged to each  project.  T & M and TMIF  contracts are
generally  structured to include  "not-to-exceed"  ceilings;  however,  if after
initial review or after work has started,  it is noted that  additional  work is
required,  the contract  normally can be renegotiated to include such additional
work and to increase the contract ceiling accordingly. Fixed-price contracts are
generally  applicable where TENERA has been requested to deliver services and/or
products  previously  developed by it or deliverable to multiple  customers.  At
December  31,  2000,  of the  total  outstanding  contracts,  less than 10% were
fixed-price.




                                       5
<PAGE>



      e-Learning  Segment.  The typical medium and large  business  contract for
GoTrain.net  products has  annual renewal  options and is volume priced based on
the individual learner annual subscriptions.  Custom training course development
is provided to clients on a  non-refundable  fixed-price  contract  basis,  with
entitlement  to  unlimited  client use of the  product.  However,  a per-use fee
(learner  seat) is charged in custom  training  course  contracts for use of the
Training  System.  For small  businesses  and  individual  learners,  the buying
process typically involves use of credit cards or pre-established task orders.


Backlog

      As of December 31, 2000,  TENERA had contracted a backlog of approximately
$11.0 million,  all of which is cancelable by the clients.  The Professional and
Technical  Services and e-Learning  segments  account for $10.0 million and $1.0
million,  respectively,  of  the  backlog.  Contracted  backlog  represents  the
aggregate  of the  remaining  value of those  active  contracts  entered into by
TENERA  for  services  that are  limited  by a  contractual  amount and does not
include any estimates of open-ended  services contracts or unfunded backlog that
may result from additions to existing contracts.

      Since all outstanding contracts are cancelable, there is no assurance that
the Company will realize the revenues from these  contracts.  If any contract is
canceled, there is no assurance that the Company will be successful in replacing
such contract (see "Risk Factors").


Competition

      The markets for  professional and technical  services,  and e-Learning are
highly competitive. TENERA competes with several larger firms with significantly
greater resources (see "Risk Factors").

      The  primary  competitive  factor  in  the  market  for  Professional  and
Technical  Services is price,  and certain of TENERA's  competitors  are able to
offer similar services at prices that are lower than those offered by TENERA.

      In the e-Learning  marketplace,  the most significant  competitive factors
are  product  features  and  price.   Although  many  larger  competitors  offer
broad-based   e-Learning  solutions  for  various  industries,   no  competitors
currently dominate the Company's  targeted niche of the e-Learning  marketplace:
ES&H compliance and regulatory driven training.


Product Development

      Professional  and  Technical  Services  Segment.  TENERA's  policy  is  to
undertake development projects of software,  systems, and databases only if they
can be expected to lead directly to  proprietary  products that may be generally
marketable.  A portion  of  TENERA's  product  development  effort may be funded
through  customer-sponsored  projects,  although  the rights to the  systems and
databases generally remain with TENERA.  Because TENERA's development activities
involve the  integration of  customer-funded,  cost sharing,  and  TENERA-funded
projects,  it is not possible to segregate,  on a historical  basis,  all of the
specific costs allocable as development costs.

      e-Learning  Segment.  In 2000,  TENERA  spent  approximately  $700,000  in
acquiring and developing  products related to its e-Learning  business.  In 1999
and 1998, the Company spent  approximately  $100,000 annually on development for
similar activities. These development efforts were responsible for the Company's
successful  launch,  operation and access to its Web-based  Training  System and
accompanying training course library.


Patents and Licenses

      The Company  does not hold any patents  material to its  business.  TENERA
relies upon trade secret laws and contracts to protect its proprietary rights in
software systems and databases.  The service and license  agreements under which
clients  acquire certain rights to access and use TENERA's  e-Learning  software
technologies  generally  restrict  the  clients' use of the systems to their own
operations and prohibit disclosure to others.




                                       6
<PAGE>



Personnel

      At December 31,  2000,  the Company  employed a total of 170  consultants,
engineers,  scientists and software developers,  and a supporting administrative
staff of 22 employees. Many employees hold advanced degrees. TENERA also retains
the services of numerous  independent  contractors in order to fulfill  specific
needs for particular  projects.  None of TENERA's employees are represented by a
labor union.


Item 2.  Properties

      The Company's headquarters are located in San Francisco,  California,  and
consist of approximately  5,400 square feet of leased office space,  expiring in
December 2005. TENERA also leases approximately 12,800 square feet in Knoxville,
Tennessee,  expiring in January 2004, 6,500 square feet in Louisville,  Colorado
on a  month-to-month  basis,  and  approximately  4,000  square feet in San Luis
Obispo,  California,  with 44% of the space  expiring in  December  2002 and 56%
expiring in December 2004.


Item 3.  Legal Proceedings

      None.


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

      None.




                                       7
<PAGE>



                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

      Shares of the Company's  Common Stock are listed for trading on AMEX under
the symbol TNR. The first  trading day on AMEX was June 30, 1995,  at which time
10,417,345 shares were outstanding. There were approximately 500 shareholders of
record as of March 1, 2001.


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                     2000                          1999                          1998
                           -------------------------     -------------------------     -------------------------
                                Price Range of                Price Range of                Price Range of
                             TENERA, Inc. Shares           TENERA, Inc. Shares           TENERA, Inc. Shares
                           -------------------------     -------------------------     -------------------------
                             High            Low           High            Low           High            Low
----------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>            <C>            <C>            <C>            <C>
First Quarter ......       $   2.25       $   0.8125     $   2.00       $   1.0625     $   0.875      $   0.50
Second Quarter .....           1.625          0.875          1.625          1.00           1.00           0.5625
Third Quarter ......           1.25           0.75           1.50           1.00           1.6875         0.6875
Fourth Quarter .....           0.875          0.50           1.125          0.75           2.75           0.75
----------------------------------------------------------------------------------------------------------------
</TABLE>

      The  Board of  Directors  of the  Company  determines  the  amount of cash
dividends  that the  Company may make to  shareholders  after  consideration  of
projected cash  requirements and a determination of the amount of retained funds
necessary to provide for growth of the Company's business.  The Company has made
no  distributions  since 1991.  The Company does not  anticipate  resumption  of
dividends in the foreseeable future.




                                       8
<PAGE>



Item 6.  Selected Financial Data

      The following  consolidated selected financial data of the Company for the
five prior years should be read in conjunction with the  consolidated  financial
statements and related notes included elsewhere.

                                  TENERA, INC.
                              FINANCIAL HIGHLIGHTS



  (In thousands, except per share and statistical amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                       Year Ended December 31,
                                                       ---------------------------------------------------------
                                                         2000        1999         1998        1997       1996
----------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>          <C>         <C>         <C>

OPERATIONS DATA
Revenue .........................................     $ 32,443    $ 37,922     $ 27,445    $ 21,121    $ 24,003
Operating Income (Loss) .........................          (19)      2,336        1,874      (2,139)     (1,382)
Net Earnings (Loss) .............................          100       1,342        1,674      (1,890)     (1,080)
Earnings (Loss) per Share-- Basic ...............         0.01        0.13         0.17       (0.19)      (0.11)
Earnings (Loss) per Share-- Diluted .............         0.01        0.13         0.16       (0.19)      (0.11)
Weighted Average Shares-- Basic..................        9,960      10,050       10,124      10,123      10,248
Weighted Average Shares-- Diluted................       10,195      10,409       10,450      10,123      10,248
CASH FLOW DATA
Net Cash (Used) Provided by Operating Activities      $   (164)   $    631     $    906    $ (2,681)   $  2,954
Net Increase (Decrease) in Cash and Cash
Equivalents .....................................       (1,006)        132        1,069      (1,672)      2,490
FINANCIAL POSITION AT DECEMBER 31
Cash and Cash Equivalents .......................        2,487       3,493        3,361       2,292       3,964
Working Capital .................................        4,443       5,467        4,474       2,831       4,555
Total Assets ....................................       10,074      10,710        9,206       6,052       7,940
Total Liabilities ...............................        4,181       4,950        4,538       3,065       3,062
Stockholders' Equity.............................        5,893       5,760        4,668       2,987       4,878
OTHER INFORMATION
Number of Employees .............................          192         187          196         187         208
----------------------------------------------------------------------------------------------------------------
</TABLE>




                                       9
<PAGE>



Item 7.  Management's  Discussion  and  Analysis  of  Results of  Operations and
         Financial Condition


Forward-Looking Statements


      With the exception of historical  facts, the statements  contained in this
discussion  are  forward-looking  statements  within the  meaning of the Private
Securities  Litigation  Reform Act of 1995 and are  subject  to the Safe  Harbor
provisions  created  by  that  statute.  Certain  statements  contained  in  the
following  Management's  Discussion  and Analysis of Results of  Operations  and
Financial Condition,  including,  without limitation,  statements containing the
words "believes",  "anticipates",  "estimates",  "expects", "future", "intends",
and words of similar import, constitute  forward-looking statements that involve
risks and uncertainties.  Such statements are based on current  expectations and
are subject to risk, uncertainties and changes in condition, significance, value
and effect, including those described in the Risk Factors section of this report
and other recent  documents the Company files with the  Securities  and Exchange
Commission,  specifically  forms 10-Q and 8-K.  Such  risks,  uncertainties  and
changes in condition,  significance,  value and effect could cause the Company's
actual results to differ materially from those anticipated events.


                                  TENERA, INC.
                              RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                                   Percent of Revenue
                                                                        -----------------------------------------
                                                                                Year Ended December 31,
                                                                        -----------------------------------------
                                                                         2000           1999          1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>           <C>


Revenue .............................................................    100.0%        100.0%        100.0%

Direct Costs ........................................................     78.5          77.4          75.5

General and Administrative Expenses .................................     21.6          16.4          19.6

Special Item Income .................................................     --            --             1.1

Other Income ........................................................      *             *             0.8
                                                                        --------      ---------     ----------
   Operating Income (Loss) ..........................................     (0.1)          6.2           6.8

Interest Income, Net ................................................      0.6           0.3           0.5
                                                                        --------      ---------     ----------
Net Earnings Before Income Tax Expense ..............................      0.5%          6.5%          7.3%
                                                                        ========      =========     ==========

-----------------------------------------------------------------------------------------------------------------
</TABLE>
  * Less than 0.05%


Year Ended December 31, 2000 versus Year Ended December 31, 1999

      Net  earnings  before  income tax expense for the year ended  December 31,
2000 was  $163,000,  compared to  $2,455,000  for the same  period in 1999.  The
decrease in earnings  primarily  results from lower  Professional  and Technical
Services  Segment revenue,  coupled with higher sales and marketing  expenses in
the e-Learning Segment.

      Professional and Technical Services Segment revenue for 2000 decreased 13%
($5.2 million) from 1999, primarily due to a decline in the use of the Company's
subcontractor  teams  at the  Site,  and  closure  of the  commercial  strategic
consulting business area, partially offset by increased contract activity in the
commercial  environmental  and ecological  services  business area. For the year
2000, the concentration of revenue from government  projects increased to 85% of
total Company revenue from 81% in 1999.

      Revenue in the  e-Learning  Segment  decreased  by  $280,000  in 2000,  as
compared to 1999,  mainly due to less  fixed-priced  contract  work in 2000 than
1999.  The majority of the  contracts in 2000 were based on a per-use  structure
(see Item 1, "Business"), which began in the fourth quarter.


                                       10
<PAGE>



      Direct  costs were lower in 2000,  compared to a year ago,  primarily as a
result of decreased  revenue  generation.  Gross margin decreased to 22% in 2000
from 23% in 1999, mainly due to an increase in the proportion of revenue derived
from lower margin government business.

      General and  administrative  costs were 12% higher in 2000,  compared to a
year  ago,   primarily   reflecting   increased   costs   associated   with  the
infrastructure  and business  development  of the  e-Learning  Segment,  and the
purchase of the Internet-based  development and support business of SoBran, Inc.
(see Note 1 to Consolidated  Financial  Statements).  General and administrative
expenses, as a percentage of revenue, increased to 22% in 2000 from 16% in 1999.

       Net  interest  income  in 2000  and  1999  represents  earnings  from the
investment of cash balances in short-term,  high quality,  money market accounts
and  corporate  debt  instruments.  The higher net interest  income in 2000,  as
compared to a year ago,  primarily  reflects  larger  average cash  balances and
higher  interest rates.  The Company had no borrowings  under its line of credit
during 2000 and 1999.

      As previously  reported,  in July 2000, the prime  contractor at the Rocky
Flats  Site   requested   that  the  Company,   along  with  other  Rocky  Flats
subcontractors,  submit proposals to recompete the professional support services
presently  performed by these  companies at the Site.  In the fourth  quarter of
2000, the Company was awarded a new contract with an initial term of three years
followed by three one-year renewal options  exercisable by the prime contractor.
The Company  currently  anticipates  that under the new  contract,  revenues and
gross margin generated by the Company at the Site will decrease.


Year Ended December 31, 1999 versus Year Ended December 31, 1998

      The  Company's  increased  Professional  and  Technical  Services  Segment
revenue in its Rocky Flats  subsidiary  resulted in net earnings,  before income
tax expense of $2,455,000, compared to net earnings of $1,653,000 in 1998 before
income tax expense, special item, and adjustment to litigation judgment costs.

      The  revenue  increase  in 1999 was  primarily  the  result  of  increased
government  project activity in the Professional and Technical Services Segment.
For 1999, the  concentration of revenue from the government  sector increased to
81% of total Company revenue from 78% in 1998. Revenue in the e-Learning Segment
increased by $617,000 in 2000, as compared to 1999,  mainly due to the effect of
a full year of  operations  in 2000,  versus only five months in 1998.  This new
business segment began in August 1998.

       Direct  costs were  higher in 1999,  primarily  as a result of  increased
revenue  generation and the related use of  subcontractor  teams under the Rocky
Flats Contract. Gross margins decreased to 23%, in 1999 from 25% in 1998, mainly
due to an  increase  in the  proportion  of revenue  derived  from lower  margin
government projects.

      General  and  administrative  costs were  higher  compared  to a year ago,
primarily  reflecting  increased  costs  associated  with the development of the
e-Learning Segment,  and higher performance bonuses to employees based on higher
operating income. However,  general and administrative expenses, as a percentage
of revenue, decreased to 16% in 1999 from 20% in 1998.

      The special item of $300,000 in 1998  reflected  the  additional  realized
gain from the Asset Sale  associated  with the repayment of the Promissory  Note
(see Notes 1 and 6 to Consolidated Financial Statements).

      Other  income  in 1999 was  immaterial.  Other  income  in 1998  reflected
certain accounting and administrative  services provided on a temporary basis to
the purchaser in the Asset Sale. These services ceased during the fourth quarter
of 1998.

      Net  interest  income  in 1999  and  1998  represented  earnings  from the
investment  of  cash  balances  in  short-term,  high  quality,  government  and
corporate debt  instruments.  The lower net interest income in 1999, as compared
to 1998, primarily reflected lower interest rates. The Company had no borrowings
under its line of credit during 1999 and 1998.




                                       11
<PAGE>

Liquidity and Capital Resources

      Cash and  cash  equivalents  decreased  by  $1,006,000  during  2000.  The
decrease was due to investing  activities in the e-Learning  Segment  ($875,000)
and cash used by operations  ($164,000),  partially offset by cash received from
the exercising of stock options ($33,000).

      Receivables, net of sales allowance, decreased by $1,122,000 from December
31, 1999, primarily due to a decrease in the rate of revenue generation in 2000.
The  allowance  for sales  adjustments  decreased by $334,000  from December 31,
1999, related to the closure and settlement of old government contracts.

      Accounts  payable  decreased by $857,000  since the end of 1999  primarily
resulting  from  lower  direct  costs  supporting  decreased  revenues.  Accrued
compensation  and related  expenses  decreased by $6,000 during 2000,  primarily
reflecting lower group insurance expenses,  partially offset by higher bonus and
vacation  accruals at December 31, 2000, as well as higher  accrued salary costs
associated with the growth of GoTrain.net personnel.

      No cash dividend was declared in 2000.

      The impact of  inflation  on project  revenue and costs of the Company was
minimal.

      At December 31, 2000, the Company was not in compliance with the quarterly
profitability covenant of its $3,000,000 revolving loan facility,  which expires
in May 2001, due to losses in its e-Learning  Segment related to  infrastructure
and sales growth.  The Company is  requesting a waiver of the breached  covenant
from the bank.  The Company has no  outstanding  borrowings  against the line of
credit. There can be no assurance that such sources of capital will be available
in sufficient amounts or on terms favorable to the Company, or at all (see "Risk
Factors").

      Management  believes that even with a reinstatement  of its loan facility,
cash expected to be generated by operations  and the Company's  working  capital
will not be adequate to meet its  anticipated  liquidity  needs through the next
twelve months due to the anticipated cash requirements of its growing e-Learning
Segment.  The Company is  currently  seeking  private  equity  financing  of its
e-Learning business to provide adequate working capital to support a significant
expansion in its marketing and sales program.  If additional  sources of capital
are not found at terms  favorable to the Company,  management  will reassess its
rapid growth business development strategy of the e-Learning Segment,  which may
adversely affect the segment's viability.


Risk Factors

      The following risk factors and other  information  included in this Annual
Report should be carefully  considered.  The risks and  uncertainties  described
below  are  not  the  only  ones  the  Company  faces.   Additional   risks  and
uncertainties  not presently known to the Company or that  management  currently
deems  immaterial,  also  may  impair  the  business  operations.  If any of the
following risks occur, the Company's business,  financial  condition,  operating
results and cash flows could be materially adversely affected.

      Uncertainty of Access to Capital.  Management currently believes that cash
expected to be generated from operations and the Company's  working capital will
not be adequate to support the anticipated  cash  requirements of the e-Learning
Segment.  The Company is seeking  private  equity  financing  of its  e-Learning
business  and is  requesting  a waiver of a breached  covenant  from its bank in
order to  reinstate  its  line of  credit  borrowing  ability.  There  can be no
guarantee that such sources will be available in sufficient  amounts or on terms
favorable to TENERA, or at all.

      Reliance on Major Customers;  Concentration of Revenue from the Government
Sector. During 2000, one customer, Kaiser-Hill,  accounted for approximately 70%
of the Company's total revenues, and during 1999, three customers,  Kaiser-Hill,
RMRS, and Safe Sites,  accounted for  approximately  75% of the Company's  total
revenues,  and Additionally,  for 2000, the concentration of the Company's total
revenue from the government sector increased to 85% of total revenue from 81% in
1999. This level of concentration  of revenues from the lower margin  government
sector is expected to continue and possibly increase in the future. However, the
new contract awarded to the Company by Kaiser-Hill in the fourth quarter of 2000
was a lower  value and margin  than the  Company's  prior  contract,  reflecting
Kaiser-Hill's decision to discontinue use of lower-tier subcontract teams at the
Site. Further,  all outstanding customer contracts are cancelable upon notice by




                                       12
<PAGE>



either party, and therefore,  there can be no assurance that  relationships with
customers will be maintained at existing levels, or at all. The  discontinuation
or material  reduction of business  relations with any of these  customers would
have a material  adverse  impact on TENERA's  business (see Item 1, "Business --
Clients").

      History of  Losses;  Uncertainty  of Future  Profitability.  Although  the
Company had net  earnings of $0.8 million in 1992,  $1.7  million in 1998,  $1.3
million in 1999,  and $0.1 million in 2000,  net  (losses)  over the period 1991
through 1997 were $(6.4 million) in 1991, $(0.3 million) in 1993, $(1.2 million)
in 1994,  $0.9 million in 1995,  $(1.1  million) in 1996,  and $(1.9 million) in
1997.  There can be no  assurance  of the level of  earnings,  if any,  that the
Company will be able to derive in the future.  Management  expects a significant
loss in 2001 related to anticipated accelerated sales and marketing expenditures
in its e-Learning Segment.

      Competition.  The market for  professional  and  technical  services,  and
e-Learning is highly  competitive  and TENERA competes with several larger firms
with significantly  greater resources.  Significant  competitive  factors in the
market  for the  Company's  offerings  are  price and the  ability  to offer new
products and services  designed to meet changing  customer  demand.  A number of
TENERA's  competitors  are able to offer such  services at prices that are lower
than those  offered by TENERA,  and to devote far greater  resources  toward the
development  of new  products and  services.  This  competition  has had, and is
expected to continue to have, a material adverse impact on TENERA's business.

      Reliance  on Key  Personnel.  Due  to the  nature  of the  consulting  and
professional services business,  the Company's success depends, to a significant
extent,  upon the continued services of its officers and key technical personnel
and  the  ability  to  recruit  additional  qualified  personnel.   The  Company
experienced a  historically  high rate of turnover as revenue and earnings began
to decline in 1991 and  thereafter.  Further loss of such officers and technical
personnel,   and  the  inability  to  recruit  sufficient  additional  qualified
personnel, could have a material adverse effect on the Company.

      Uncertainty  Regarding Industry Trends and Customer Demand. As a result of
the  slowdown in the  construction  of power plants and the absence of new power
plants scheduled for  construction,  as well as the gradual  deregulation of the
production and distribution of electricity,  the market for engineering services
relating to licensing and  construction of power plants has contracted,  and the
market for services  related to efficient and  profitable  operation of existing
capacity has expanded.  There can be no assurance  that (i) TENERA will have the
financial  and other  resources  necessary to  successfully  research,  develop,
introduce,  and market new products  and  services,  (ii) if, or when,  such new
products or services are introduced,  they will be favorably accepted by current
or potential  customers,  or (iii) TENERA will be otherwise able to fully adjust
its services and products to meet the changing  needs of the industry  (see Item
1, "Business -- General").

      Government  Contracts  Audits.  The  Company's  United  States  government
contracts  are  subject in all cases to audit by  governmental  authorities.  In
1994, an audit was concluded,  which began in 1991, of certain of its government
contracts  with  the  DOE  relating  to the  allowability  of  certain  employee
compensation  costs. The Company made a special charge to earnings in 1991 for a
$2.4 million  provision for the potential rate  adjustments then disputed by the
Company  and the  government.  As a result of  resolving  certain  issues in the
dispute,  the  Company  recognized  increases  to  earnings of $500,000 in 1994,
$250,000 in 1996, and $150,000 in 2000. Cash payments to clients associated with
the settlement,  which are estimated to be between $400,000 and $500,000,  which
were accrued for in the 1991 Special Charge to earnings, are expected to be made
as government  contracts with individual clients are closed out. There can be no
assurance that no additional  charges to earnings of the Company may result from
future audits of the Company's government contracts.


Item 7A.   Quantitative and Qualitative Disclosure about Market Risk

      The  Company  has  minimal  exposure  to market and  interest  risk as the
Company invests its excess cash in instruments, which mature within 90 days from
the date of purchase. The Company does not have any derivative instruments.




                                       13
<PAGE>



Item 8.  Financial Statements and Supplementary Data

                                  TENERA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



  (In thousands, except per share amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                             Year Ended December 31,
                                                                  ----------------------------------------------
                                                                      2000            1999             1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>              <C>
Revenue ....................................................       $  32,443        $  37,922        $  27,445
Direct Costs ...............................................          25,465           29,351           20,718
General and Administrative Expenses ........................           7,001            6,236            5,366
Special Item Income ........................................              --               --              300
Other Income ...............................................               4                1              213
                                                                  -------------    ------------     ------------
   Operating (Loss) Income..................................             (19)           2,336            1,874
Interest Income, Net .......................................             182              119              129
                                                                  -------------    ------------     ------------
   Net Earnings Before Income Tax Expense ..................             163            2,455            2,003
Income Tax Expense .........................................              63            1,113              329
                                                                  -------------    ------------     ------------
Net Earnings ...............................................       $     100        $   1,342        $   1,674
                                                                  =============    ============     ============
Net Earnings per Share-- Basic .............................       $    0.01        $    0.13        $    0.17
                                                                  =============    ============     ============
Net Earnings per Share-- Diluted ...........................       $    0.01        $    0.13        $    0.16
                                                                  =============    ============     ============
Weighted Average Number of Shares Outstanding-- Basic.......           9,960           10,050           10,124
                                                                  =============    ============     ============
Weighted Average Number of Shares Outstanding-- Diluted.....          10,195           10,409           10,450
                                                                  =============    ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>
  See accompanying notes.




                                       14
<PAGE>



                                  TENERA, INC.
                           CONSOLIDATED BALANCE SHEETS



  (In thousands, except share amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                                           December 31,
                                                                                   -----------------------------
                                                                                      2000             1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
ASSETS
Current Assets
   Cash and cash equivalents ...............................................       $    2,487       $    3,493
   Receivables, less allowances of $964 (1999 - $1,298)
     Billed ................................................................            3,290            3,587
     Unbilled ..............................................................            2,143            2,968
   Other current assets ....................................................              704              369
                                                                                   ------------     ------------
       Total Current Assets ................................................            8,624           10,417
Property and Equipment, Net ................................................              759              237
Other Assets ...............................................................              691               56
                                                                                   ------------     ------------
         Total Assets ......................................................       $   10,074       $   10,710
                                                                                   ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable.........................................................       $    2,253       $    3,110
   Accrued compensation and related expenses ...............................            1,832            1,838
   Deferred revenue ........................................................               96                2
                                                                                   ------------     ------------
       Total Current Liabilities ...........................................            4,181            4,950
Stockholders' Equity
   Common Stock, $0.01 par value, 25,000,000 authorized, 10,417,345 issued .              104              104
   Paid in capital, in excess of par .......................................            5,675            5,699
   Retained earnings .......................................................              607              507
   Treasury stock-- 433,086 shares (1999 - 483,586 shares) .................             (493)            (550)
                                                                                   ------------     ------------
       Total Stockholders' Equity ..........................................            5,893            5,760
                                                                                   ------------     ------------
         Total Liabilities and Stockholders' Equity ........................       $   10,074       $   10,710
                                                                                   ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>
  See accompanying notes.




                                       15
<PAGE>



                                  TENERA, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

  (In thousands)
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                                                Paid-In          Retained
                               Common        Stock             Capital in        Earnings
                            -----------------------------        Excess        (Accumulated       Treasury
                                 Shares        Amount            of Par          Deficit)          Stock           Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>              <C>               <C>              <C>            <C>

December 31, 1997 ......         10,123     $    104         $   5,698         $ (2,509)        $   (306)      $   2,987
Exercise of Stock Options             6           --                 1               --                6               7
Net Earnings ...........             --           --                --            1,674               --           1,674
                            ------------   --------------   ----------------  ---------------  -------------- ---------------
December 31, 1998 ......         10,129          104             5,699             (835)            (300)          4,668
Repurchase of Stock ....           (195)          --                --               --             (250)           (250)
Net Earnings ...........             --           --                --            1,342               --           1,342
                            ------------   --------------   ----------------  ---------------  -------------- ---------------
December 31, 1999 ......          9,934          104             5,699              507             (550)          5,760
Exercise of Stock Options            50           --               (24)              --               57              33
Net Earnings ...........             --           --                --              100               --             100
                            ------------   --------------   ----------------  ---------------  -------------- ---------------
December 31, 2000 ......          9,984     $    104         $   5,675         $    607         $   (493)      $   5,893
                            ============   ==============   ================  ===============  ============== ===============
</TABLE>
  See accompanying notes.




                                       16
<PAGE>



                                  TENERA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



  (In thousands)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                             Year Ended December 31,
                                                                  ----------------------------------------------
                                                                      2000            1999             1998
----------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings ............................................      $      100       $    1,342       $    1,674
   Adjustments to reconcile net earnings to
   cash provided by operating activities:
     Depreciation and amortization .........................             392              151              108
     Gain on sale of assets ................................              (4)              (1)            (302)
     Changes in assets and liabilities:
       Receivables, net of allowance........................           1,122           (1,129)          (2,057)
       Other current assets ................................            (407)            (144)              10
       Other assets ........................................            (598)              --               --
       Accounts payable ....................................            (857)             596            1,876
       Accrued compensation and related expenses ...........              (6)             (86)             447
       Litigation judgment accrual .........................              --               --             (950)
       Deferred revenue ....................................              94                2               --
       Income taxes payable ................................              --             (100)             100
                                                                  -------------    ------------     ------------
         Net Cash  (Used) Provided by Operating Activities .            (164)             631              906
CASH FLOWS FROM INVESTING ACTIVITIES
   Net acquisition of property and equipment ...............            (756)            (250)            (146)
   Acquisition of application development software .........            (125)              --               --
   Proceeds from sale of assets ............................               6                1              302
                                                                  -------------    ------------     ------------
         Net Cash (Used) Provided by Investing Activities ..            (875)            (249)             156
CASH FLOWS FROM FINANCING ACTIVITIES
   Repurchase of equity ....................................              --             (250)              --
   Exercise of common stock options ........................              33               --                7
                                                                  -------------    ------------     ------------
         Net Cash Provided (Used) by Financing Activities ..              33             (250)               7
                                                                  -------------    ------------     ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS .......          (1,006)             132            1,069

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .............           3,493            3,361            2,292
                                                                  -------------    ------------     ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR ...................      $    2,487       $    3,493       $    3,361
                                                                  =============    ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>
  See accompanying notes.




                                       17
<PAGE>



                                  TENERA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


Note 1. Organization

      TENERA,  Inc.  (including its  subsidiaries,  "TENERA",  or the "Company")
provides a broad range of technology-based  professional and technical services,
and   business-to-business   web-based   e-Learning   services.   The  Company's
professional  and technical  services are designed to solve complex  management,
engineering,  environmental,  health and safety  challenges  associated with the
management of federal  government  properties,  energy assets, and petrochemical
and manufacturing concerns.  TENERA's web-based e-Learning products and services
are  designed  to  provide  a suite  of  on-line,  interactive,  compliance  and
regulatory-driven training applications for use by clients' employees.

      TENERA,  Inc.,  a  Delaware  corporation,  is  the  parent  company of the
subsidiaries described below.

      In 1995, the Company  formed TENERA Rocky Flats,  LLC ("Rocky  Flats"),  a
Colorado  limited  liability  company,  to  provide  consulting  and  management
services in connection with  participation in the Performance  Based Integrating
Management  Contract  ("Rocky  Flats  Contract")  at the  Department of Energy's
("DOE") Rocky Flats  Environmental  Technology  Site  ("Site").  In August 2000,
Closure Mission Support  Services,  LLC ("CMSS"),  a Colorado limited  liability
company,  was formed by Rocky Flats as a majority-owned joint venture to provide
professional  and  technical  services in  connection  with a  recompete  of the
professional  support  services at the Site. In the fourth  quarter of 2000, the
Company was awarded a new contract for an initial three year period  followed by
three one-year options exercisable by the prime contractor.

      In 1997,  the Company  formed TENERA Energy,  LLC  ("Energy"),  a Delaware
limited liability company,  to consolidate its commercial electric power utility
business into a separate legal entity. Energy offers professional  environmental
and  ecological  services,  and risk  management  services to nuclear and fossil
plant operators.

      In November  1997, the Company  consummated  the sale of all of the assets
("Asset  Sale")  of its  former  subsidiary,  TENERA  Technologies,  LLC  ("Mass
Transportation"; see Note 6 to Consolidated Financial Statements).

      In  1999,   the  Company   initially   formed  TENERA   GoTrain.Net,   LLC
("GoTrain.net"),  a  Delaware  limited  liability  company,  as a joint  venture
operation with a minority interest partner,  SoBran,  Inc., an Ohio corporation,
specializing in Internet  technologies.  In February 2000, the Company purchased
certain  Internet-based  development  assets from  SoBran,  Inc.  for  $307,000,
including SoBran's minority interest in GoTrain.net.  The purchase consideration
was  allocated  to the  acquired  assets based on deemed fair values as follows:
computer equipment and software ($289,000);  office equipment  ($18,000).  After
the asset  acquisition  from SoBran,  the Company  consolidated  its  technology
enhanced  training  services  group  into   GoTrain.net.   GoTrain.net,   now  a
wholly-owned subsidiary,  is an e-Learning application service provider offering
Web-based, e-Learning solutions to selected industries needing regulatory-driven
environmental,  safety, and health (ES&H) training,  specifically manufacturing,
utilities,  petrochemical,  and selected Fortune 1000 companies.  In March 2000,
the Company and EnviroWin  Software,  LLC, a Delaware limited liability company,
an ES&H desktop  solutions  provider,  formed Training,  LLC, a joint venture to
produce certain  Web-based ES&H training  products via the GoTrain.net  distance
learning platform.

      The  Company  is  principally   organized  into  two  operating  segments:
Professional  and Technical  Services and e-Learning (see Note 7 to Consolidated
Financial Statements).


Note 2. Summary of Significant Accounting Policies

      Basis  of   Presentation.    The   accompanying   consolidated   financial
statements include the  accounts  of  the  Company  and  its  subsidiaries.  All
intercompany accounts and transactions have been eliminated.




                                       18
<PAGE>



      Use of Estimates.  The  preparation of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements and accompanying  notes.  Actual results could differ materially from
these estimates.

      Cash and Cash  Equivalents.  Cash and cash  equivalents  consist of demand
deposits,  money market accounts,  and commercial paper issued by companies with
strong credit  ratings.  Cash and cash  equivalents  are carried at cost,  which
approximates fair value. The Company includes in cash and cash equivalents,  all
short-term,  highly  liquid  investments,  which  mature  within three months of
acquisition.

      Concentrations  of Credit  Risk and  Credit  Risk  Evaluations.  Financial
instruments,  which potentially  subject the Company to concentrations of credit
risk,  consist  primarily of cash and cash equivalents and accounts  receivable.
Cash and cash equivalents  consist  principally of demand deposit,  money market
accounts,  and commercial  paper issued by companies with strong credit ratings.
Cash and cash equivalents are held with various domestic financial  institutions
with high  credit  standing.  The Company has not  experienced  any  significant
losses on its cash and cash  equivalents.  The Company  conducts  business  with
companies  in various  industries  primarily in the United  States.  The Company
performs  ongoing  credit  evaluations  of its customers and generally  does not
require  collateral.  Allowances are maintained for potential credit issues, and
such losses to date have been within management's expectations.

      Property  and  Equipment.  Property  and  equipment  are  stated  at  cost
($3,265,000 and $2,531,000 at December 31, 2000 and 1999, respectively),  net of
accumulated  depreciation  ($2,506,000  and  $2,294,000 at December 31, 2000 and
1999,  respectively).  Depreciation is calculated using the straight-line method
over the estimated useful lives, which range from three to five years.

      Other  Assets.   Included  in  this  asset   category  are  the  costs  of
internal-use  e-Learning operating system software,  both acquired and developed
by the Company,  and certain costs related to the  development  of the Company's
e-Learning  training  courses.  These costs have been  capitalized in accordance
with Statement of Position 98-1,  "Accounting for the Costs of Computer Software
Developed or Obtained for Internal  Use".  The Company  capitalized  $723,000 of
acquired and developed software costs during 2000,  compared to $56,000 in 1999.
The estimated  useful life of costs  capitalized  during 2000 is three years. In
2000,  the  amortization  of  capitalized  costs on the Company's  books totaled
$88,000.

      Revenue.  The  Company's   Professional  and  Technical  Services  Segment
primarily  offers its services to the United States  electric power industry and
the DOE.  Revenue from  time-and-material  and cost plus fixed-fee  contracts is
recognized  when  service is  performed  and costs are  incurred.  Revenue  from
fixed-price contracts is recognized on the basis of percentage of work completed
(measured by costs  incurred  relative to total  estimated  project costs) under
compliance  with  Statement of Position  81-1,  "Accounting  for  Performance of
Construction-Type and Certain Production-Type Contracts".

      The    Company's     e-Learning    Segment's     nonrefundable     upfront
subscription/license  fees are  recognized  ratably over the  contractual  term,
which is typically  one year.  Revenue  recognition  commences  when delivery of
product occurs. Usage fee revenue is recognized on an actual usage basis.

      The Company performs credit evaluations of these clients and normally does
not require collateral.  Reserves are maintained for potential sales adjustments
and  credit  losses;   such  losses  to  date  have  been  within   management's
expectations.  Actual  revenue and cost of contracts in progress may differ from
management  estimates  and such  differences  could be material to the financial
statements.

      During 2000, one client accounted for 70% of total revenue. In 1999, three
clients  accounted for 32%, 26%, and 17% of the Company's total revenue,  and in
1998,  two clients  accounted  for 37% and 27% of total  revenue.  All the above
concentrations relate to Professional and Technical Services Segment clients.

      Income Taxes.  The Company uses the liability method to account for income
taxes.  Under this method,  deferred tax assets and  liabilities  are determined
based on  differences  between  financial  reporting and tax bases of assets and
liabilities.  Deferred tax assets and liabilities are measured using enacted tax
rates and laws  that will be in effect  when the  differences  are  expected  to
reverse.




                                       19
<PAGE>



      Accounting for Stock-Based Compensation. The Company accounts for employee
stock  options in accordance  with  Accounting  Principles  Board Opinion No. 25
("APB 25") and has provided the pro forma  disclosures  required by Statement of
Financial Standards No. 123,  "Accounting for Stock-Based  Compensation,"  ("FAS
123") in Note 3.

      Per Share  Computation.  Basic  earnings per share is computed by dividing
net earnings by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution of securities
by adding other common stock equivalents,  including stock options, warrants and
convertible  preferred  stock,  in the weighted  average number of common shares
outstanding for a period, if dilutive.

      The  following  table  sets  forth the  computation  of basic and  diluted
earnings per share as required by Financial Accounting Standards Board Statement
No. 128:

  (In thousands, except per share amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                             Year Ended December 31,
                                                                  ----------------------------------------------
                                                                      2000            1999             1998
----------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>              <C>

Numerator:

   Net earnings ............................................      $      100       $    1,342       $    1,674
Denominator:
  Denominator for basic earnings per share--
  weighted-average shares outstanding.......................           9,960           10,050           10,124
  Effect of dilutive securities:
     Employee & Director stock options (Treasury stock
     method) ...............................................             235              359              326
  Denominator for diluted earnings per share--
  weighted-average common and common equivalent shares .....          10,195           10,409           10,450
                                                                  =============    ============     ============
Basic earnings per share  ..................................      $     0.01       $     0.13       $     0.17
                                                                  =============    ============     ============
Diluted earnings per share  ................................      $     0.01       $     0.13       $     0.16
                                                                  =============    ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>


      Comprehensive  Income.  The  Company  does  not  have  any  components  of
comprehensive income.  Therefore,  comprehensive income is equal to net earnings
reported for all periods presented.

      Disclosures  about  Segments  of  an  Enterprise.   The  Company  has  two
reportable  operating segments,  which are:  Professional and Technical Services
and e-Learning (see Note 7 to Consolidated Financial Statements).

      Recent Accounting  Pronouncements.  In June 1998, the Financial Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 133,
"Accounting  for Derivative  Instruments  and Hedging  Activities"  ("FAS 133"),
which establishes  accounting and reporting standards for derivative instruments
and  hedging  activities.   FAS  133  requires  that  an  entity  recognize  all
derivatives  as either  assets or  liabilities  in the balance sheet and measure
those  instruments at fair value.  In June 1999,  the FASB issued  Statement No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the  Effective  Date  of FASB  Statement  No.  133",  which  amended  FAS 133 by
deferring the effective date to the fiscal year  beginning  after June 30, 2000.
In June 2000,  the FASB  issued  Statement  No.  138,  "Accounting  for  Certain
Derivative  Instruments  and Certain  Hedging  Activities - an Amendment to FASB
Statement No. 133",  which amended FAS 133 with respect to four specific issues.
The  Company is  required  to adopt FAS 133,  as  amended,  for the year  ending
December  31,  2001.  The  Company  does not expect  that the  adoption  of this
statement will have a material effect on the  consolidated  financial  position,
results of operations, or cash flows.




                                       20
<PAGE>



      In December  1999, the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB  101  provides  guidance  on  the  recognition,   presentation,  and
disclosure of revenue in financial  statements of all public  registrants.  With
respect to the  Company's  operations,  SAB 101  primarily  impacts  the revenue
recognition related to nonrefundable  up-front  subscription/license  and custom
content  development  fees.  SAB  101  generally  requires  that  such  fees  be
recognized as revenue  ratably over the  contractual  service period  commencing
upon the delivery of our e-Learning  products.  The e-Learning Segment's revenue
recognition  has  been  consistent  with  the  provisions  of SAB 101  from  its
inception in 2000 and,  accordingly,  the  adoption of SAB 101,  effective as of
January  1,  2000,  had  no  impact  on  the  Company's  financial  position  or
operations.

      Reclassifications.  Certain reclassifications  of prior year  amounts have
been made to conform with current presentation.


Note 3. Employee Benefit Plans

      401(k)  Savings Plan. The 401(k)  Savings Plan is  administered  through a
trust that covers substantially all employees.  Employees can contribute amounts
to the plan, not exceeding 15% of salary. Effective January 1, 1998, the Company
matches employee  contributions equal to 50% of the first 4% of salary deferred.
The Company,  at its discretion,  may also contribute  funds to the plan for the
benefit of  employees.  In 2000,  1999,  and 1998,  charges to earnings  for the
401(k) Savings Plan were $143,000, $164,000, and $233,000, respectively.  During
2000, 1999, and 1998, the Company  contributed no  discretionary  amounts to the
plan.

      Stock Option  Plans.  The Company has elected to follow APB 25 and related
interpretations  in  accounting  for its  employee  stock  options  because,  as
discussed below,  the alternative  fair value accounting  provided for under FAS
123 requires use of option  valuation  models that were not developed for use in
valuing employee stock options.  Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

      Under the provisions of the Company's 1992 Option Plan,  1,500,000  shares
are reserved for issuance upon the exercise of options  granted to key employees
and  consultants.  During 2000,  options  were  granted for 30,000  shares at an
exercise  price of $1.2625,  the then fair market  value,  expiring on April 18,
2006. In 1999,  options were granted for 285,000  shares at an exercise price of
$1.3625, the then fair market value, expiring on March 9, 2005. In 1998, options
were  granted for  300,000,  20,000 and 50,000  shares at an  exercise  price of
$0.725, $0.5875 and $0.675, respectively,  the then fair market values, expiring
on February  19,  2004,  April 20, 2004 and July 1, 2004,  respectively.  During
2000,  options for 70,000  shares  were  canceled  due to employee  terminations
(94,000 and 660,750 in 1999 and 1998,  respectively).  Options for 15,000 shares
were  exercised  in 2000 (none in 1999 and 6,250 in 1998).  As of  December  31,
2000,  options for 1,217,500  shares were  outstanding and options for 1,100,000
shares were exercisable.

      Under the provisions of the 1993 Outside Directors Compensation and Option
Plan, which was approved by the Board of Directors,  effective March 1, 1994, as
amended in 1998,  300,000  shares are reserved for issuance upon the exercise of
options granted to non-employee directors. During 2000, options were granted for
46,000  shares at an  exercise  price of  $2.125,  the then fair  market  value,
expiring on March 1, 2010. In 1999, options were granted for 62,500 shares at an
exercise price of $1.375, the then fair market value, expiring on March 1, 2009.
In 1998,  options were granted for 37,500 and 25,000 shares at an exercise price
of $0.5625  and $0.75,  respectively,  the then fair market  value,  expiring on
March 1, 2008 and July 1, 2008,  respectively.  During  2000,  no  options  were
forfeited  (12,500  share  options  were  canceled  in 1999 and  8,000 in 1998).
Options for 35,500 were exercised in 2000 (no options were exercised in 1999 and
1998). As of December 31, 2000,  options for 264,500 shares were outstanding and
218,500 were exercisable.




                                       21
<PAGE>



      The combined  stock option  activity of the  Company's two option plans is
summarized below:

  (In thousands, except per share amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                         Year Ended December 31,
                           -------------------------------------------------------------------------------------
                                     2000                          1999                          1998
                           -------------------------     -------------------------     -------------------------
                                          Weighted-                     Weighted-                     Weighted-
                                           Average                       Average                       Average
                                          Exercise                      Exercise                      Exercise
                            Options         Price         Options         Price         Options         Price
----------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>             <C>           <C>             <C>           <C>

Outstanding--
Beginning of Year ..           1,526      $    1.00          1,285      $    0.91          1,528      $    0.98
Granted ............              76           1.78            347           1.36            432           0.70
Exercised ..........             (50)           .67             --             --             (6)          1.19
Forfeited ..........             (70)           .87           (106)          1.05           (669)          0.90
                           ----------     ----------     ----------     ----------     ----------     ----------
Outstanding--
End of Year ........           1,482      $    1.06          1,526      $    1.00          1,285      $    0.91
                           ==========     ==========     ==========     ==========     ==========     ==========
Exercisable at
End of Year ........           1,319      $    1.02          1,125      $    0.99            811      $    1.01

----------------------------------------------------------------------------------------------------------------
</TABLE>

      Exercise  prices for options  outstanding as of December 31, 2000,  ranged
from $0.5625 to $1.75. The weighted-average  remaining contractual life of those
options is 3.6 years.

      Proforma Disclosures of the Effect of Stock-Based Compensation.  Pro forma
information  regarding  net  earnings  (loss) and  earnings  (loss) per share is
required by FAS 123 for fiscal years  beginning after December 31, 1994, and has
been  determined as if the Company had accounted for its stock options under the
fair value method of FAS 123. The fair value for these  options was estimated at
the date of grant using a Black-Scholes  option pricing model with the following
weighted-average  assumptions for 2000, 1999, and 1998: risk-free interest rates
of 6.25% for the March and April 2000  grants;  5.3% for the March 1999  grants;
and 5.0% each for the February,  March,  April,  and July 1998 grants;  dividend
yield of 0% for all years;  volatility  factors of the expected  market price of
the Company's common stock of 0.65, 0.56, and 0.48 for the years 2000, 1999, and
1998, respectively;  and a weighted-average  expected life of the option of five
years for all employee grants and seven years for director grants.

      The  Black-Scholes  option  valuation  model  was  developed  for  use  in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully  transferable.  In addition,  options valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility. Since the Company's stock options have characteristics significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.

      For purposes of pro forma  disclosures,  the  estimated  fair value of the
options is  amortized to expense  over the vesting  periods of the options.  The
Company has elected to base its initial estimate of compensation  expense on the
total  number  of  options  granted.  Subsequent  revisions  to  reflect  actual
forfeitures  are made in the period  the  forfeitures  occur  through a catch-up
adjustment.




                                       22
<PAGE>



      Pro forma  information  regarding the  Company's  net earnings  (loss) and
earnings per share follows:

  (In thousands, except per share amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                             Year Ended December 31,
                                                                  ----------------------------------------------
                                                                      2000            1999             1998
----------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>              <C>

Net Earnings -- As Reported ................................      $      100       $    1,342       $    1,674
Pro Forma Net Earnings (Loss)--FAS 123 .....................              (2)           1,278            1,672

Net Earnings per Share-- As Reported Basic .................      $     0.01       $     0.13       $     0.17
                                                                  =============    ============     ============
Net Earnings per Share-- As Reported Diluted ...............      $     0.01       $     0.13       $     0.16
                                                                  =============    ============     ============
Pro Forma Net Earnings per Share-- FAS 123 Basic ...........      $      --        $     0.13       $     0.17
                                                                  =============    ============     ============
Pro Forma Net Earnings per Share-- FAS 123 Diluted .........      $      --        $     0.12       $     0.16
                                                                  =============    ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>

      The  weighted-average  grant-date fair value of options granted,  which is
the value assigned to the options under FAS 123, was $1.20, $0.75, and $0.35 for
grants made during years ended December 31, 2000, 1999, and 1998, respectively.


 Note 4. Income Taxes

      Deferred income taxes reflect the net tax effects of temporary differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's  deferred tax assets and  liabilities  as of December 31, 2000 and
1999 are as follows, using the liability method:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                                           December 31,
                                                                                   -----------------------------
                                                                                      2000             1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>

Current Deferred Tax Assets
     Accrued Expenses Not Currently Deductible .............................              640              771
     Differences Between Book and Tax Depreciation and Amortization ........               74               40
     Other .................................................................               19               15
                                                                                   ------------     ------------
         Total Current Gross Deferred Tax Assets ...........................              733              826
                                                                                   ------------     ------------
     Less:  Valuation Allowance ............................................             (695)            (727)

Current Deferred Tax Liabilities
     Other .................................................................               38              --
     Revenue Differences Related to Timing .................................              --                99
                                                                                   ------------     ------------
         Net Current Deferred Tax Liabilities ..............................       $      --        $      --
                                                                                   ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>




                                       23
<PAGE>



      The current tax provision for the years ended December 31, 2000, 1999, and
1998, are as follows:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                              Year Ended December 31,
                                                                    ---------------------------------------------
                                                                       2000            1999             1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>              <C>

Current:
     Federal .....................................................  $       42      $      927       $      256

     State .......................................................          21             186               73
                                                                    -----------     ------------     ------------
     Tax Provision ...............................................  $       63      $    1,113       $      329
                                                                    ===========     ============     ============

-----------------------------------------------------------------------------------------------------------------
</TABLE>

      The valuation  allowance decreased by $32,000 and $45,000 during the years
ended  December 31, 2000 and 1999,  respectively,  for those deferred tax assets
that may not be realized.  The decrease  primarily relates to a reduction in the
allowance for bad debts.

      The  provision  for income  taxes  differed  from the amount  computed  by
applying  the  statutory  federal and state  income tax rate for the years ended
December 31, 2000, 1999, and 1998, as follows:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                              Year Ended December 31,
                                                                    ---------------------------------------------
                                                                       2000            1999             1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>              <C>

Federal Statutory Rate ...........................................      34%             34%              34%
State Taxes, Net of Federal Benefit ..............................       8%              5%               2%
Permanent Differences ............................................      12%              1%               1%
Decrease in Valuation Allowance ..................................     (20%)            (2%)            (21)%
Other ............................................................       5%              7%              --
                                                                    -----------     ------------     ------------
Income Tax Provision .............................................      39%             45%              16%
                                                                    ===========     ============     ============
-----------------------------------------------------------------------------------------------------------------
</TABLE>

      The Company paid income taxes of $64,000 in 2000 and $1,363,000 in 1999.




                                       24
<PAGE>



Note 5. Commitments and Contingencies

      Leases.  The Company  occupies  facilities under  noncancelable  operating
leases expiring at various dates through 2005. The leases call for proportionate
increases  due to  property  taxes and  certain  other  expenses.  Rent  expense
amounted to $537,000 for the year ended  December 31, 2000 ($349,000 in 1999 and
$309,000 in 1998).

      Minimum rental  commitments under operating  leases,  principally for real
property, are as follows (in thousands):

  (Year Ending December 31)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>

2001 .........................................................................................      $      601
2002 .........................................................................................             610
2003 .........................................................................................             593
2004 .........................................................................................             437
2005 and Thereafter ..........................................................................             382
                                                                                                    ------------
Total Minimum Payments Required ..............................................................      $    2,623
                                                                                                    ============
----------------------------------------------------------------------------------------------------------------
</TABLE>


      Revolving  Loan  Agreement.  A loan  agreement  with a bank provides for a
revolving line of credit of $3,000,000,  through May 2001. At December 31, 2000,
no amounts were  outstanding  under the credit line.  Amounts advanced under the
line of credit are secured by the Company's eligible accounts receivable.  Under
the agreement, the Company is obligated to comply with certain covenants related
to equity,  quick ratio,  debt/equity ratio, and profits.  At December 31, 2000,
the Company was not in compliance with the quarterly  profitability covenant due
to losses in its e-Learning  Segment related to infrastructure  and sales growth
expenditures.  The Company is requesting a waiver of the breached  covenant from
the bank.

      The  interest  rate under the  agreement is the bank's prime rate (9.5% at
December 31, 2000).  During 2000,  1999,  and 1998, the Company paid no interest
expense, as there were no borrowings.


Note 6. Special Items

      On  November  14,  1997,  the Company  consummated  the sale of all of the
assets related to Mass  Transportation'  mass  transportation  business to Spear
Technologies,  Inc. ("Spear"),  a California  corporation newly formed by former
members of the Company's management.  The Company received $1,300,000 in cash, a
promissory  note in the  amount of  $300,000,  and a warrant  to  acquire  4% of
Spear's  then  outstanding  shares of common stock  exercisable  upon an initial
public  offering or a change of control (as defined in the warrant).  Spear also
assumed all liabilities  associated with the Mass Transportation  business.  The
note was repaid in full in February 1998,  and the  additional  gain of $300,000
was  reported  as a special  item in 1998.  In  December  1999,  the warrant was
exchanged for convertible  preferred stock,  equivalent to 4% ownership of Spear
on a  fully  diluted  basis  under  the  capital  structure  at the  time of the
exchange,  and a  redemption  right  equal to  $525,000  in the event of Spear's
liquidation.  Neither the warrant nor the preferred  stock has been assigned any
value in the financial  statements,  as the Company is not able to determine the
recoverability of these assets.




                                       25
<PAGE>



Note 7. Segment Information


      Based on the criteria  established  by  Statement of Financial  Accounting
Standards No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information"  (FAS 131"), the Company operates in two business segments based on
product/service  differentiation.  In  accordance  with FAS 131,  the Company is
required to describe its reportable segments and provide data that is consistent
with the data made available to the Company's Chief Operating  Decision Maker to
assess performance and make decisions.


      The  measure  of profit or loss used for each  reportable  segment  is net
earnings (loss) before the effect of income taxes.  The accounting  policies for
the segments are the same as for the Company taken as a whole. Certain corporate
expenses  are  allocated  to  these  operating  segments  and are  included  for
performance  evaluation.  Annual employee  bonuses,  if any, are recorded at the
corporate level. Assets are not allocated to operating segments for reporting to
the Company's Chief  Operating  Decision Maker ("CODM") and the Company does not
prepare  segmental  balance sheets.  Depreciation and amortization  expenses are
allocated to the operating  segments based on the fixed assets in the underlying
subsidiaries comprising the segments. Depreciation and amortization expenses for
the  e-Learning  segment  were  combined  with the  Professional  and  Technical
Services Segment in the years 1999 and 1998. There are no intersegment  revenues
on transactions between reportable segments.


      Information  about the operating  segments for the years 2000,  1999,  and
1998, and  reconciliation to the Consolidated  Statements of Operations,  are as
follows:

  (In thousands)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                             Year Ended December 31,
                                                                  ----------------------------------------------
                                                                      2000            1999             1998
----------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>              <C>

REVENUE
   Professional and Technical Services......................      $   32,013       $   37,212       $   27,352
   e-Learning ..............................................             430              710               93
                                                                  -------------    ------------     ------------
     Total .................................................      $   32,443       $   37,922       $   27,445
                                                                  =============    ============     ============

NET EARNINGS (LOSS) BEFORE INCOME TAX
   Professional and Technical Services .....................      $    2,981       $    3,977       $    2,536
   e-Learning ..............................................          (1,827)            (109)            (103)
   Corporate and Other .....................................            (991)          (1,413)            (430)
                                                                  -------------    ------------     ------------
     Total .................................................      $      163       $    2,455       $    2,003
                                                                  =============    ============     ============

DEPRECIATION AND AMORTIZATION EXPENSE
   Professional and Technical Services .....................      $       88       $      108       $       77
   e-Learning ..............................................             281               NA               NA
   Corporate and Other .....................................              19               43               30
                                                                  -------------    ------------     ------------
     Total .................................................      $      388       $      151       $      107
                                                                  =============    ============     ============
----------------------------------------------------------------------------------------------------------------
</TABLE>

      Revenues  outside  of the  United  States  have been less than 1% of total
Company  revenues in each of the years ended December 31, 2000,  1999, and 1998,
respectively. Therefore, no enterprise-wide geographical data has been provided.
The Company  provides  services  and products to clients  throughout  the United
States,   and  the  geographical   location  of  the  client  is  not  used  for
decision-making or performance evaluation.




                                       26
<PAGE>



Note 8. Selected Quarterly Combined Financial Data (Unaudited)

      A summary of the Company's quarterly financial results follows.

  (In thousands, except per share amounts)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                 Quarter Ended                                    Quarter Ended
                  ---------------------------------------------    ---------------------------------------------
                  12/31/00     9/30/00     6/30/00     3/31/00     12/31/99     9/30/99     6/30/99     3/31/99
----------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>         <C>         <C>         <C>          <C>         <C>         <C>

Revenue .....     $ 6,784      $ 7,673     $ 8,339     $ 9,647     $ 9,065      $10,163     $ 9,412     $ 9,282
Direct Costs        5,082        5,987       6,675       7,721       6,881        7,970       7,215       7,285
General and
Administrative
Expenses ....       1,962        1,639       1,619       1,781       1,847        1,385       1,515       1,489
Other Income           --           --          --           4          --           --           1          --
                  --------     -------     --------    --------    --------     --------    --------    --------
Operating
Income(Loss)         (260)          47          45         149         337          808         683         508
Interest
Income ......          45           49          37          51          36           30          26          27
                  --------     -------     --------    --------    --------     --------    --------    --------
Net Earnings
Before Inc.Tax
Exp(Benefit)         (215)          96          82         200         373          838         709         535

Income Tax
Exp(Benefit)          (88)          38          33          80         174          404         305         230
                  --------     -------     --------    --------    --------     --------    --------    --------
Net Earn(Loss)    $  (127)     $    58     $    49     $   120     $   199      $   434     $   404     $   305
                  ========     =======     ========    ========    ========     ========    ========    ========
Net Earn(Loss)
Per Share-Basic   $ (0.01)     $  0.01     $  0.01     $  0.01     $  0.02      $  0.04     $  0.04     $  0.03
                  ========     =======     ========    ========    ========     ========    ========    ========
Net Earn(Loss)
Per
Share-Diluted     $ (0.01)     $  0.01     $  0.01     $  0.01     $  0.02      $  0.04     $  0.04     $  0.03
                  ========     =======     ========    ========    ========     ========    ========    ========
----------------------------------------------------------------------------------------------------------------
</TABLE>




                                       27
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS







The Board of Directors and Shareholders
TENERA, Inc.





      We have audited the  accompanying  consolidated  balance sheets of TENERA,
Inc. at December 31, 2000 and 1999, and the related  consolidated  statements of
operations,  stockholders' equity, and cash flows for each of the three years in
the period  ended  December  31, 2000.  Our audits also  included the  financial
statement schedule listed in the Index at Item 14(a). These financial statements
and  schedule  are  the   responsibility  of  the  Company's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      In our opinion,  the consolidated  financial  statements referred to above
present fairly, in all material respects, the consolidated financial position of
TENERA, Inc. at December 31, 2000 and 1999, and the consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United  States.  Also, in our opinion,  the related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole presents  fairly,  in all material  respects,  the information set forth
therein.







                                                           /s/ ERNST & YOUNG LLP

San Francisco, California
January 19, 2001




                                       28
<PAGE>



Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

      Not applicable.































                                       29
<PAGE>



                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

      The  following  tables set forth certain  information  with respect to the
directors and executive officers of the Company.

      The directors of the Company are as follows:

           William A. Hasler,  59, has served as a Director of the Company since
      his election in March 1992 and Chairman of the Board of the Company  since
      July 1998. Mr. Hasler is Co-Chief Executive Officer of Aphton Corporation,
      a international  biotechnology firm.  Previously,  Mr. Hasler was Dean and
      Department  Chair of the Haas  School of  Business  at the  University  of
      California, Berkeley. Prior to his appointment as Dean in 1991, Mr. Hasler
      was Vice Chairman of Management Consulting for KPMG Peat Marwick from 1986
      to 1991.  Mr. Hasler is also a director of Solectron  Corporation,  Aphton
      Corporation, Walker Systems, Ditech Communications Corporation, The Schwab
      Funds, and TCSI Corporation.

           Jeffrey R.  Hazarian,  45, has  served as a Director  of the  Company
      since his  election  in October  1996,  and was named its  Executive  Vice
      President  in November  1997.  He has also  served as its Chief  Financial
      Officer and Corporate Secretary since 1992. Previously,  Mr. Hazarian held
      the position of Vice President of Finance from 1992 to 1997.

           Thomas S. Loo, Esq., 57,  was elected as a Director of the Company in
      February 1997.   He previously  served as a Director  of the  Company from
      August 1987 to September 1993.  Mr. Loo has been a partner, since 1986, of
      Bryan Cave LLP, general  counsel to the Company.  Mr. Loo  has also served
      as a director of Teknekron Corporation since March 1989.


           Robert C. McKay,  49, has served as a Director  of the Company  since
      his election in June 1997, and was appointed its Chief  Executive  Officer
      and President in November 1997. Previously,  Mr. McKay was Chief Operating
      Officer of the  Company  since  April  1997.  He was  elected  Senior Vice
      President of the Company in December 1992.

           Andrea W. O'Riordan,  30, has served as Director of the Company since
      her  election in June 1998.  Ms.  O'Riordan is  Communications  Manager of
      field sales,  process and automation,  and core technologies  training for
      Oracle  Corporation.  Prior to her joining Oracle Corporation in 1996, Ms.
      O'Riordan was Marketing Coordinator, Latin America, for a Reuters Company,
      from 1993 to 1995.

           George L. Turin,  Sc.D.,  71, has served as a Director of the Company
      since his  election  in March  1995.  Previously,  Mr.  Turin  served as a
      Professor of Electrical Engineering and Computer Science at the University
      of California at Berkeley from 1960 to 1990. Mr. Turin also served as Vice
      President, Technology for Teknekron Corporation from 1988 to 1994.

      Officers  of the  Company  hold  office  at the  pleasure  of the Board of
Directors.  There  are no  familial  relationships  between  or among any of the
executive officers or directors of the Company.




                                       30
<PAGE>



Item 11.  Executive Compensation

      The following tables set forth certain information  covering  compensation
paid by TENERA to the Chief Executive  Officer ("CEO") and each of the Company's
other  executive  officers,  other than the CEO,  whose total annual  salary and
bonus exceeded  $100,000 (the "named  executives") for services to TENERA in all
their  capacities  during the fiscal years ended  December 31, 2000,  1999,  and
1998.


                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                   Annual Compensation             Awards
                                              ------------------------------    -------------
                                                                                 Securities        All Other
         Name and                                                                Underlying        Compensa-
    Principal Position            Year           Salary          Bonus(1)        Options(2)         tion(3)
---------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>               <C>              <C>              <C>

Robert C. McKay, Jr.              2000        $ 231,469         $     --               --         $   3,400
Chief Executive Officer           1999          223,958           90,000           40,000             3,200
President                         1998          200,000          152,500               --             3,200

Jeffrey R. Hazarian               2000          180,031            7,000               --             3,400
Executive                         1999          181,064           67,500           40,000             3,200
Vice President and                1998          159,000           50,400           75,000             3,180
Chief Financial Officer

---------------------------------------------------------------------------------------------------------------
</TABLE>
[FN]
   (1)Includes  $100,000 retention  bonus paid  to Mr. McKay in 1998 (see "Other
      Compensation Arrangements" below).  Mr. Hazarian's  bonus  amounts in 1999
      and 1998 include  accrued bonuses  of  $4,000  and  $3,000,  respectively,
      paid in the beginning of the subsequent years.

   (2)Reflects the number of options  granted  under the  Company's  1992 Option
      Plan.  The options  expire at the earlier of the end of the option period,
      generally six years, or three months after employment termination.

   (3)These amounts  represent the amounts  accrued for the benefit of the named
      executives under the Company's 401(k) Plan.
</FN>


      There were no options granted during 2000 to the named executives.




                                       31
<PAGE>



Other Compensation Arrangements

      The   Company's   1992  Option  Plan  provides  that  options  may  become
exercisable over such periods as provided in the agreement evidencing the option
award.  Options granted to date, including options granted to executive officers
and set forth in the above tables,  generally  call for vesting over a four-year
period.  The 1992 Option Plan  provides  that a change in control of the Company
will  result in  immediate  vesting of all options  granted  and not  previously
vested.

      Other than as set forth below for Mr. McKay, the Company has no employment
contracts or arrangements for its executive officers.

      Mr.  McKay,  upon  appointment  to Chief  Operating  Officer in 1997,  was
granted a retention bonus arrangement, amounting to $100,000, dependent upon his
continued  employment  through June 30, 1998. The bonus was paid to Mr. McKay in
1998 in accordance with the arrangement.


Directors Compensation

      Except as  described  below,  the  directors  of the  Company  are paid no
compensation by the Company for their services as directors.  William A. Hasler,
Thomas S.  Loo,  Andrea  W.  O'Riordan,  and  George  L.  Turin as  non-employee
directors, are paid a retainer of $1,000 per month. These non-employee directors
are also paid a fee of  $1,000  for each  meeting  of the  Board,  and any Board
Committee  meeting  not  held on the  same day as a Board  meeting,  which  they
attend. The 1993 Outside Directors  Compensation and Option Plan was approved by
the Board effective March 1, 1994, as amended by the Board in 1998, and reserves
up to 300,000  options for  issuance to  non-employee  directors.  During  2000,
11,500 stock options were issued to each of Messrs.  Hasler, Loo, Turin, and Ms.
O'Riordan.  During  1999,  12,500  stock  options were issued to each of Messrs.
Hasler,  Loo, Turin,  Bunch (resigned in July 1999), and Ms.  O'Riordan.  During
1998, 12,500 stock options were granted to each of Messrs.  Hasler,  Loo, Turin,
Bunch,  and Ms.  O'Riordan.  The options expire ten (10) years after the date of
the grant, vest one (1) year after the date of grant, and have an exercise price
equal to the fair market  value of the shares of the  Company's  Common Stock on
the date of grant.  Upon  exercise of the  options,  a director  may not sell or
otherwise  transfer  more than 50% of the shares  until six (6) months after the
date on which the director  ceases to be a director of the  Company.  Due to his
resignation, Mr. Bunch's 1999 options did not vest and were forfeited.


Compensation Committee Interlocks and Insider Participation

      During 2000, the Compensation Committee was composed of William A. Hasler,
Thomas S. Loo, Andrea W. O'Riordan, and George Turin. Thomas S. Loo is a partner
in the law firm of Bryan Cave LLP,  general counsel to the Company and Teknekron
Corporation, and is a director of Teknekron Corporation.  Andrea W. O'Riordan is
the daughter of Harvey E. Wagner, the Company's largest stockholder by virtue of
a limited  partnership  interest in Incline  Village  Investment  Group  Limited
Partnership  (see  "Security  Ownership of  Directors,  Officers,  and Principal
Shareholders").  Mr.  Wagner  is also the sole  stockholder  and a  director  of
Teknekron Corporation.




                                       32
<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management

      (a)  Security Ownership of Certain Beneficial Owners

      The following  table sets forth certain  information  as of March 1, 2001,
with  respect  to  beneficial  ownership  of the  shares of Common  Stock of the
Company by each person who is known by the Company to own beneficially more than
5% of the shares of Common Stock:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                                                     Approximate
                                                                                      Shares           Percent
                                                                                   Beneficially      Beneficially
                              Name and Address                                        Owned             Owned
----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                 <C>

Harvey E. Wagner ..........................................................        3,708,658           37.1%(1)
P.O. Box 7463
Incline Village, NV  89450

Dr. Michael John Keaton Trust .............................................        1,106,887           11.1%(2)
C/O Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA  90401
----------------------------------------------------------------------------------------------------------------
</TABLE>
[FN]
  (1) Such shares are held of record by Incline Village Investment Group Limited
      Partnership,  a Georgia limited partnership,  and were contributed to such
      partnership  by Mr.  Wagner  in  exchange  for a 99%  limited  partnership
      interest.  An additional  37,462 shares,  as to which Mr. Wagner disclaims
      beneficial ownership, were contributed to such partnership by Mr. Wagner's
      spouse, Leslie Wagner, in exchange for a 1% general partner interest. Such
      partnership has sole voting and investment  power with respect to all such
      shares. Mr. Wagner  subsequently  transferred a 14.7% limited  partnership
      interest in the partnership to Ms.  O'Riordan,  a director of the Company,
      who  disclaims  beneficial  ownership  of all  the  shares  held  by  such
      partnership.
  (2) Mr. Keaton has sole voting and investment power with respect to all shares
      shown as  beneficially  owned by him,  subject to community  property laws
      where applicable.
</FN>




                                       33
<PAGE>



      (b)  Security Ownership of Management

      The  following  table sets  forth  information  as of March 1, 2001,  with
respect to current beneficial ownership of shares of Common Stock by (i) each of
the  directors of the Company,  (ii) each of the named  executive  officers (see
Item  11.  "Executive  Compensation"),  and  (iii)  all  current  directors  and
executive officers as a group.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                       Shares           Shares
                                                                    Beneficially      Acquirable         Percentage
                             Name                                     Owned(1)        Within 60         Ownership(2)
                                                                                      Days(3)(4)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>               <C>
William A. Hasler .............................................       55,500           46,500(3)            1.0%
Jeffrey R. Hazarian ...........................................        7,186          185,000(4)            1.9%
Thomas S. Loo..................................................         --             44,500(3)            *
Robert C. McKay, Jr............................................        1,789          258,000(4)            2.5%
Andrea W. O'Riordan (5)........................................         --             36,500               *
George L. Turin................................................       45,504           72,000(3)            1.2%
                                                                    ------------     -------------     ------------
All Directors and Executive Officers as a Group (6 persons) ...      109,979          642,500               7.1%
-------------------------------------------------------------------------------------------------------------------
</TABLE>
[FN]
  (1) The persons named above have sole voting and investment power with respect
      to all shares of Common Stock shown as beneficially owned by them, subject
      to community property laws where applicable.
  (2) Based on the number of shares outstanding at, or acquirable within 60 days
      of March 1, 2001. Asterisks represent less than 1% ownership.
  (3) Represents options under the Company's 1993 Outside Directors Compensation
      and Option Plan which are  exercisable on March 1, 2001, or within 60 days
      thereafter.
  (4) Represents  options  under  the  Company's  1992  Option  Plan  which  are
      exercisable on March 1, 2001, or within 60 days thereafter.
  (5) Ms. O'Riordan is the daughter of Harvey E. Wagner,  the Company's  largest
      stockholder by virtue of a limited partnership interest in Incline Village
      Investment Group Limited Partnership (see Item 12(a),  "Security Ownership
      of Certain Beneficial Owners").
</FN>

      Beneficial  ownership as shown in the tables above has been  determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Under this
Rule, certain securities may be deemed to be beneficially owned by more than one
person  (such as where  persons  share  voting power or  investment  power).  In
addition,  securities  are  deemed to be  beneficially  owned by a person if the
person has the right to acquire the securities (for example, upon exercise of an
option or the conversion of a debenture)  within 60 days of the date as of which
the  information  is provided;  in computing the  percentage of ownership of any
person, the amount of securities  outstanding is deemed to include the amount of
securities beneficially owned by such person (and only such person) by reason of
these acquisition  rights. As a result,  the percentage of outstanding shares of
any person as shown in the  preceding  tables does not  necessarily  reflect the
person's actual voting power at any particular date.


Item 13.  Certain Relationships and Related Transactions

      See "Compensation Committee Interlocks and Insider Participation."




                                       34
<PAGE>



                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (a)(1)  Financial Statements

      The  following  financial  statements  of the  Company are filed with this
      report and can be found in Part II, Item 8, on the pages indicated below:
<TABLE>
<CAPTION>

                                                                                                          PAGE
<S>                                                                                                       <C>
           Consolidated Statements of Operations-- Years Ended December 31, 2000, 1999, and 1998 .......    14
           Consolidated Balance Sheets-- December 31, 2000 and 1999 ....................................    15
           Consolidated Statements of Stockholders' Equity--
           Years Ended December 31, 2000, 1999, and 1998 ...............................................    16
           Consolidated Statements of Cash Flows-- Years Ended December 31, 2000, 1999, and
           1998 ........................................................................................    17
           Notes to Consolidated Financial Statements ..................................................    18
           Report of Independent Auditors ..............................................................    28
      (a)(2)  Financial Statement Schedules

      The following  financial  statement  schedules with respect to the Company
are filed in this report:

           Schedule VIII-- Valuation and Qualifying Accounts and Reserves ..............................    37
</TABLE>

      All other schedules are omitted  because they  are  either not required or
not applicable.

      (a)(3)  Exhibits

  2.1             Agreement  and Plan of Merger  dated as of June 6, 1995  among
                  the  Registrant,   Teknekron  Technology  MLP  I  Corporation,
                  TENERA,  L.P., and TENERA Operating  Company,  L.P. (a form of
                  which  is  attached  as  Annex A to the  Registrant's  Consent
                  Solicitation Statement/Prospectus included in the Registration
                  Statement on Form S-4  (Registration  No.  33-58393)  declared
                  effective by the Securities and Exchange Commission ("SEC") on
                  June  2,  1995   (the   "Registration   Statement"),   and  is
                  incorporated herein by reference).

   2.2            Asset Acquisition  Agreement dated November 14, 1997,  between
                  the Registrant and Spear Technologies,  Inc. (filed as Exhibit
                  2.1 to  the  Registrant's  Form  8-K  filed  with  the  SEC on
                  November 14, 1997 and  incorporated  by reference  herein (the
                  "Form 8-K")).

  2.3          Series C Preferred  Stock Purchase  Agreement dated April 6, 2000
                  between  the Registrant and Spear Technologies, Inc. (filed as
                  Exhibit   2.3  to   the   Registrant's  1999  Form  10-K   and
                  incorporated hereinby reference).

  2.4          Asset Acquisition  Agreement dated  February 10, 2000 between the
                  Registrant  and  SoBran,  Inc.  (filed  as  Exhibit 2.4 to the
                  Registrant's  1999   Form  10-K  and  incorporated  herein  by
                  reference).

  3.1          Certificate of  Incorporation of the Registrant dated October 27,
                  1994  (filed by  incorporation by  reference to Exhibit 3.3 to
                  the Registration Statement).

  3.2          By-Laws of the Registrant (filed by incorporation by reference to
                  Exhibit 3.4 to the Registration Statement).

  4.1          Form of Certificate of Common Stock  of the  Registrant (filed by
                  incorporation  by reference to Exhibit 4.5 to the Registration
                  Statement




                                       35
<PAGE>



  10.1            Registrant's  lease,  dated  May 3,  2000,  for  its  property
                  located in Knoxville,  Tennessee (filed as Exhibit 10.1 to the
                  Registrant's  June 30, 2000 Form 10-Q and incorporated  herein
                  by reference).

  10.2            Registrant's  lease,  dated May 30, 2000, for its headquarters
                  located in San Francisco,  California filed as Exhibit 10.2 to
                  the  Registrant's  June 30,  2000 Form  10-Q and  incorporated
                  herein by reference).

  11.1         Statement regarding computation of per share earnings:  See "Note
                  5 to Consolidated Financial Statements."

  21.1(1)      List of Subsidiaries of the Registrant.

  23.1(1)      Consent of Ernst & Young LLP, Independent Auditors.

  27.1(1)      Financial Data Schedule.

      (b)  Reports on Form 8-K

      No  reports  on Form 8-K  were  filed by the  Registrant  during  the last
quarter of 2000.

      (c)  Exhibits (see Item 14(a)(3) above.)

      (d)  Financial Statement Schedules

      The schedules  listed in Item 14(a)(2) above should be used in conjunction
with the  Consolidated  Financial  Statements  of the Company for the year ended
December 31, 2000.




   _________________________
  (1) Filed herewith.


                                       36
<PAGE>



                                                                   SCHEDULE VIII


                                  TENERA, INC.
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

  (In thousands)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                      Additions              Deductions
                                                     ------------    ---------------------------
                                       Balance       Charged to
                                      Beginning       Costs and      Credited to                     Balance at
          Description                  of Year        Expenses       Special Item      Other         End of Year
----------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>             <C>             <C>             <C>

1998
Reserve for Sales Adjustment
and Credit Losses .............         $ 1,358        $     9         $    --         $    67         $ 1,300
1999
Reserve for Sales Adjustment
and Credit Losses .............           1,300             --              --               2           1,298
2000
Reserve for Sales Adjustment
and Credit Losses .............           1,298             --              --             334             964

----------------------------------------------------------------------------------------------------------------
</TABLE>




                                       37
<PAGE>



                                   SIGNATURES

      Pursuant  to the  requirements  of Section 13 or 15 (d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  March 29, 2001



                        TENERA, INC.

                        By                 /s/ JEFFREY R. HAZARIAN
                           -----------------------------------------------------
                                           Jeffrey R. Hazarian
                                         Chief Financial Officer


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.



       Signature                         Title                         Date


 /s/ WILLIAM A. HASLER                  Director                  March 29, 2001
------------------------
  (William A. Hasler)
                          Director, Chief Financial Officer,
                            Executive Vice President, and
                                Corporate Secretary
 /s/ JEFFREY R. HAZARIAN    (Principal Financial Officer)         March 29, 2001
------------------------
 (Jeffrey R. Hazarian)


 /s/ THOMAS S. LOO                      Director                  March 29, 2001
------------------------
   (Thomas S. Loo)

                                        Director,
                          Chief Executive Officer, and President
 /s/ ROBERT C. MCKAY           (Principal Executive Officer)      March 29, 2001
------------------------
   (Robert C. McKay)


 /s/ ANDREA W. O'RIORDAN                Director                  March 29, 2001
------------------------
 (Andrea W. O'Riordan)

                               Controller and Treasurer
 /s/ JAMES A. ROBISON, JR.  (Principal Accounting Officer)        March 29, 2001
------------------------
(James A. Robison, Jr.)


 /s/ GEORGE L. TURIN                    Director                  March 29, 2001
------------------------
  (George L. Turin)




                                       38
<PAGE>



                                  EXHIBIT INDEX


Ex. 21.1          List of Subsidiaries of the Registrant

Ex. 23.1          Consent of Ernst & Young LLP, Independent Auditors

Ex. 27.1          Financial Data Schedule