TENFOLD CORP /UT S-1

S-1

FORM S-1

EX-3.1

THIRD AMENDED & RESTATED CERT. OF INC.

EX-3.2

FORTH AMENDED & RESTATED CTF. OF INCORPORATION

EX-3.3

BYLAWS OF TENFOLD

EX-4.2

SPECIMEN STOCK CERTIFICATE

EX-4.3

AMENDED & RESTATED INVESTORS' RIGHTS AGREEMENT

EX-4.4

AMENDED & RESTATED C0-SALE AGREEMENT

EX-10.2

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

EX-10.3

AMENDED & RESTATED VOTING AGREEMENT

EX-10.4

FIRST AMENDED & RESTATED VOTING AGREEMENT

EX-10.6

EMPLOYMENT AGREEMENT DATED 9/1/1996

EX-10.7

RESTRICTED STOCK PURCHASE AGREEMENT

EX-10.8

LETTER AGREEMENT DATED 3/3/1999

EX-10.9

FORM OF INDEMNIFICATION AGREEMENT

EX-10.11

1999 STOCK OPTION PLAN

EX-10.12

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-23.1

CONSENT OF KPMG LLP.

EX-27.1

FINANCIAL DATA SCHEDULE