TENFOLD CORP /UT
8-K/A, 1999-12-21
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 8-K/A
                                AMENDMENT NO. 1

                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported):  October 7, 1999

===============================================================================

                              TenFold Corporation
                              -------------------
            (Exact name of registrant as specified in its charter)

         Delaware                       333-74057                 83-0302610
- -----------------------------     ----------------------     -------------------
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
    of incorporation or                                      Identification No.
      organization)


180 West Election Road, Draper, Utah                         84020
- ------------------------------------                         --------
(Address of principal executive offices)                    (Zip Code)

================================================================================

Registrant's telephone number, including area code:    (801) 495-1010

ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS

          On October 14, 1999, TenFold Corporation ("TenFold") filed a current
report Form 8-K with the Securities and Exchange Commission disclosing the
acquisition of The LongView Group, Inc.

ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of Business Acquired.

     Pursuant to paragraph (a) (4) of Item 7 of Form 8-K, the attached financial
     statements were omitted from the disclosure contained in the Registrant's
     Current Report on Form 8-K dated September 30, 1999 and filed with the
     Securities and Exchange Commission on October 14, 1999.  Attached hereto
     are the following financial statements:

     (i)  Audited financial statements of The LongView Group, Inc. for the 11
          months ended December 31, 1998 and the unaudited financial statements
          for the nine months ended September 30, 1999.
     (ii) Audited financial statements of The LongView Group, Inc. for the
          fiscal year ended January 31, 1998

(b)  Pro Forma Financial Information.
<PAGE>

     Pursuant to paragraph (b) (2) of Item 7 of Form 8-K, the following pro
     forma financial information was omitted from the disclosure contained in
     the Registrant's Current Report on Form 8-K dated September 30, 1999 and
     filed with the Securities and Exchange Commission on October 14, 1999.
     Attached hereto are the unaudited pro forma condensed consolidated
     statements of operations for the year ended December 31, 1998 and the nine
     months ended September 31, 1999, reflecting the acquisition of The Longview
     Group, Inc. and including the notes to the unaudited pro forma statements
     of operations.

(c)  Exhibits.

               Exhibit No.     Description
               -----------     -------------------------------

               99.1            Consent of KPMG LLP, with respect to the audited
                               financial statements of The LongView Group, Inc.
                               for the 11 months ended December 31, 1998.

               99.2            Consent of Gately & Associates, P.C. with respect
                               to the audited financial statements of The
                               LongView Group, Inc. for the year ended January
                               31, 1998.

               99.3            Stock Purchase Agreement

               *               Press release dated October 5, 1999
                               (omitted as it was previously filed on October
                               14, 1999 with Form 8-K)


                                  SIGNATURES

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


                                        TENFOLD CORPORATION
                                           (Registrant)

Date: December 20, 1999

                                        By: /s/  Robert P. Hughes
                                            -----------------------------
                                            Robert P. Hughes
                                            Senior Vice President and
                                            Chief Financial Officer
<PAGE>

                                 EXHIBIT INDEX

Exhibit No.      Document
- -----------      ------------------------
99.1             Consent of KPMG LLP, with respect to the audited financial
                 statements of The LongView Group, Inc. for the 11 months ended
                 December 31, 1998
99.2             Consent of Gately & Associates, P.C. with respect to the
                 audited financial statements of The LongView Group, Inc. for
                 the year ended January 31, 1998
99.3             Stock Purchase Agreement
<PAGE>
<PAGE>

                           THE LONGVIEW GROUP, INC.


                         Index To Financial Statements

                                                                            Page

Independent Auditors' Report                                                   1

Balance Sheets as of December 31, 1998, and September 30, 1999 (unaudited)     2

Statements of Operations for the periods February 1, 1998 to August 20,
     1998 (Predecessor) and August 21, 1998 to December 31, 1998
     (Successor), and the periods January 1, 1998 to August 20, 1998
     (Predecessor-unaudited), August 21, 1998 to September 30, 1998
     (Successor-unaudited), and January 1, 1999 to September 30, 1999
     (Successor-unaudited)                                                     3

Statements of Changes in Stockholders' Equity for the periods February 1,
     1998 to August 20, 1998 (Predecessor) and August 21, 1998 to
     December 31, 1998 (Successor) and the nine months ended September
     30, 1999 (Successor-unaudited)                                            4

Statements of Cash Flows for the periods February 1, 1998 to August 20,
     1998 (Predecessor) and August 21, 1998 to December 31, 1998
     (Successor), and the periods January 1, 1998 to August 20, 1998
     (Predecessor-unaudited), August 21, 1998 to September 30, 1998
     (Successor-unaudited), and January 1, 1999 to September 30, 1999
     (Successor-unaudited)                                                     5

Notes to Financial Statements                                                  6
<PAGE>

                          Independent Auditor's' Report

The Stockholders of
The LongView Group, Inc:

We have audited the accompanying balance sheet of The LongView Group, Inc.
(Successor) as of December 31, 1998, and the related statements of operations,
changes in stockholders' equity, and cash flows for the periods from August 21,
1998 to December 31, 1998 (Successor period), and from February 1, 1998 to
August 20, 1998 (Predecessor period).  These financial statements are the
responsibility of the Companies' management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audits 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 aforementioned Successor financial statements present
fairly, in all material respects, the financial position of The LongView Group,
Inc. as of December 31, 1998, and the results of its operations and its cash
flows for the Successor period, in conformity with generally accepted accounting
principles.  Further, in our opinion, the aforementioned Predecessor financial
statements present fairly, in all material aspects, the results of The LongView
Group, Inc.'s operations and cash flows for the Predecessor period, in
conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, effective August 20, 1998,
Barclays California Corporation acquired all of the outstanding stock of The
LongView Group, Inc. in a business combination accounted for as a purchase.  As
a result of the acquisition, the financial information for the periods after the
acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

                                                                        KPMG LLP

Salt Lake City, Utah
November 12, 1999
<PAGE>

                            THE LONGVIEW GROUP, INC.

                                 Balance Sheets


<TABLE>
<CAPTION>

                                                                                    December 31,         September 30,
                                                                                       1998                  1999
                                                                                     (successor)          (successor)
                                                                                  -----------------   ------------------
                                    Assets                                                                 (Unaudited)
                                    ------
<S>                                                                             <C>                   <C>
Current assets:
    Cash and cash equivalents                                                   $          304,165            1,452,089
    Restricted cash                                                                        111,000              111,000
    Accounts receivable, less allowance for doubtful accounts of $-0-
       in 1998 and $25,529 in 1999                                                       1,268,308            1,602,510
    Prepaid expenses                                                                        31,662              126,210
    Income tax receivable                                                                  146,000                   --
    Deferred tax asset                                                                   1,575,105            1,349,251
    Other current assets                                                                    86,020               68,506
                                                                                  -----------------   ------------------

                  Total current assets                                                   3,522,260            4,709,566
                                                                                  -----------------   ------------------


Property and equipment, net                                                                724,489              922,719
Goodwill and other intangible assets, net                                               20,747,889           17,383,366
                                                                                  -----------------   ------------------

                                                                                $       24,994,638           23,015,651
                                                                                  =================   ==================


                     Liabilities and Stockholders' Equity
                     ------------------------------------
Current liabilities:
    Accounts payable                                                            $          122,097               48,393
    Intercompany payables                                                                1,314,327            3,884,226
    Accrued expenses                                                                     1,006,401            1,275,199
    Current installments of obligations under capital leases                                20,620               23,001
    Deferred revenue                                                                     2,375,798            4,283,226
                                                                                  -----------------   ------------------
                  Total current liabilities                                              4,839,243            9,514,045

Obligations under capital leases, less current installments                                 45,843               26,909
Deferred tax liability                                                                     940,832              672,074
                                                                                  -----------------   ------------------

                  Total liabilities                                                      5,825,918           10,213,028
                                                                                  -----------------   ------------------

Commitments and contingencies

Stockholders' equity:
    Common stock, no par value.  Authorized 5,000,000 shares; issued
       and outstanding 3,608,000 shares                                                         --                   --
    Additional paid-in capital                                                          22,600,000           23,168,403
    Accumulated deficit                                                                 (3,431,280)         (10,365,780)
                                                                                  -----------------   ------------------

                  Total stockholders' equity                                            19,168,720           12,802,623
                                                                                  -----------------   ------------------

                  Total liabilities and stockholders' equity                    $       24,994,638           23,015,651
                                                                                  =================   ==================
</TABLE>

See accompanying notes to financial statements.

                                       2
<PAGE>

                           THE LONGVIEW GROUP, INC.

                           Statements of Operations

<TABLE>
<CAPTION>
                                                  Eleven months ended                            Nine months ended
                                                  December 31, 1998                              September 30, 1998
                                           --------------------------------    ----------------------------------------------------
                                                                                Predecessor         Successor
                                                                               --------------      --------------------------------
                                             Predecessor        Successor       January 1, to       August 21, to    January 1, to
                                           ---------------   --------------
                                            February 1 to    August 21, to        August 20,        September 30,    September 30,
                                             August 20,       December 31,           1998               1998            1999
                                                1998             1998             (Unaudited)        (Unaudited)     (Unaudited)
                                           ---------------   --------------    --------------      ---------------  ---------------
<S>                                        <C>               <C>               <C>                 <C>              <C>
Revenues:
   License                                     1,426,942         1,191,724        1,497,543              282,010       1,391,867
   Services                                      574,258           474,367          699,986              230,376       1,992,604
                                           ---------------   --------------    --------------      ---------------  ---------------
             Total revenues                    2,001,200         1,666,091        2,197,529              512,386       3,384,471
                                           ---------------   --------------    --------------      ---------------  ---------------
Operating expenses:
   Cost of revenues                              967,598           913,423        1,085,405              260,436       2,357,231
   Sales and marketing                           518,355           489,333          581,466              139,519       1,262,803
   Research and Development                    1,624,180         1,533,244        1,821,928              437,160       3,956,781
   General and Administrative                    345,570           327,390          387,644              110,977         841,706
   Amortization expense                               --         1,682,261               --              560,754       3,364,523
   Charge for the purchase of options          1,110,572                --        1,110,572                   --              --
   Write off of the acquired in-process
      technology                                      --           700,000               --              700,000              --
                                           ---------------   --------------    --------------      ---------------  ---------------
             Total operating expenses          4,566,275         5,645,651        4,987,015            2,208,846      11,783,044
                                           ---------------   --------------    --------------      ---------------  ---------------
             Operating loss                   (2,565,075)       (3,979,560)      (2,789,486)          (1,696,460)     (8,398,573)

Other income (expense):
   Interest income                                28,363            14,507           44,324                3,916          58,903
   Interest expense                               (5,129)          (24,352)          (8,926)              (1,027)       (162,532)
   Other                                             630              (480)             628                 (252)        (10,136)
                                           ---------------   --------------    --------------      ---------------  ---------------
             Total other income (expense)         23,864           (10,325)          36,026                2,637        (113,765)
                                           ---------------   --------------    --------------      ---------------  ---------------
             Loss before income taxes         (2,541,211)       (3,989,885)      (2,753,460)          (1,693,823)     (8,512,338)

   Income tax benefit                                 --           558,605               --              139,964       1,577,838
                                           ---------------   --------------    --------------      ---------------  ---------------
             Net loss                         (2,541,211)    $  (3,431,280)      (2,753,460)          (1,553,859)     (6,934,500)
                                           ===============   ==============    ==============      ===============  ===============


Basic and diluted net loss per share               (0.70)            (0.95)           (0.76)               (0.43)          (1.92)

Weighted average basic and diluted common
   shares outstanding                          3,608,000         3,608,000        3,608,000            3,608,000       3,608,000

</TABLE>

See accompanying notes to financial statements.

                                      3




































































<PAGE>

                           THE LONGVIEW GROUP, INC.

                 Statements of Changes in Stockholders' Equity



<TABLE>
<CAPTION>
                                                                                Additional                     Net
                                                           Common Stock          paid-in     Accumulated   shareholders
                                                      ------------------------
                                                        Shares       Amount      capital       deficit        equity
                                                      -----------  -----------  -----------  -----------   ------------
<S>                                                   <C>          <C>          <C>          <C>           <C>
Predecessor
- ----------

Balances at January 31, 1998                            3,608,000  $ 2,719,638           --   (2,041,168)       678,470

Net loss for the period February 1 through
   August 20, 1998                                             --           --           --   (2,541,211)    (2,541,211)
                                                      -----------  -----------  -----------  -----------   ------------

Balances at August 20, 1998                             3,608,000  $ 2,719,638           --   (4,582,379)    (1,862,741)
                                                      ===========  ===========  ===========  ===========   ============

=======================================================================================================================

Successor
- ---------

Acquisition of LongView by BarCal (Note 1)              3,608,000  $        --   22,600,000           --     22,600,000

Net loss for the period August 21 through
December 31, 1998                                              --           --           --   (3,431,280)    (3,431,280)
                                                      -----------  -----------  -----------  -----------   ------------

Balances at December 31, 1998                           3,608,000           --   22,600,000   (3,431,280)    19,168,720

Net loss (unaudited)                                           --           --           --   (6,934,500)    (6,934,500)

Contribution of capital to LongView United Kingdom,
   Ltd. (unaudited)                                            --           --      568,403           --        568,403
                                                      -----------  -----------  -----------  -----------   ------------

Balances at September 30, 1999 (unaudited)              3,608,000  $        --   23,168,403  (10,365,780)    12,802,623
                                                      ===========  ===========  ===========  ===========   ============
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>

                           THE LONGVIEW GROUP, INC.

                           Statements of Cash Flows

<TABLE>
<CAPTION>
                                                         Eleven months ended                         Nine months ended
                                                          December 31, 1998                          September 30, 1998
                                                    ------------------------------   -----------------------------------------------
                                                                                      Predecessor      Successor
                                                                                     -----------------------------------------------
                                                        Predecessor      Successor    January 1, to   August 21, to    January 1, to
                                                      --------------   --------------
                                                      February 1 to    August 21, to   August 20,     September 30,   September 30,
                                                        August 20,      December 31,     1998             1998            1999
                                                          1998              1998      (Unaudited)      (Unaudited)     (Unaudited)
                                                      -------------    ------------- -------------    -------------   -------------
<S>                                                   <C>              <C>           <C>              <C>             <C>
Cash flows from operating activities:
  Net loss                                               (2,541,211)   $  (3,431,280)   (2,753,460)      (1,553,859)     (6,934,500)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                          128,405        1,787,435       172,061          590,271       3,610,439
     Provision for bad debts                                     --               --            --               --          25,529
     Write off of the acquired in-process technology             --          700,000            --          700,000              --
     Charge for the purchase of options                   1,110,572               --     1,110,572               --              --
     Decrease (increase) in operating assets:
       Receivables                                          375,239       (1,160,466)      157,750         (381,235)       (359,731)
       Prepaid income taxes                                      --         (146,000)           --          (44,000)        146,000
       Prepaid expenses                                      14,124           29,581        16,087          (15,073)        (94,548)
       Deferred taxes                                            --         (902,866)           --          (53,260)        225,854
       Other assets and deposits                           (156,513)         148,596      (212,108)         180,838          17,514
     Increase (decrease) in operating liabilities:
       Accounts payable                                      82,871          (47,882)       87,181          (33,663)        (73,704)
       Deferred taxes                                            --          490,612            --          (25,467)       (268,758)
       Deferred revenue                                     684,120          671,470     1,038,394          159,767       1,907,428
       Intercompany payable                               1,360,573          (46,246)    1,360,573       (1,110,573)      3,138,302
       Accrued expenses                                     487,406          287,978       507,509           28,243         268,798
                                                      -------------    ------------- -------------    -------------   -------------
         Net cash provided by (used in) operating
            activities                                    1,545,586       (1,619,068)    1,484,559       (1,558,011)      1,608,623
                                                      -------------    ------------- -------------    -------------   -------------

Cash flows from investing activities:
  Capital expenditures                                     (172,653)        (108,733)     (205,481)         (24,877)       (444,146)
  Decrease in restricted cash                               512,188               --            --               --              --
                                                      -------------    ------------- -------------    -------------   -------------
         Net cash provided by (used in) investing
            activities                                      339,535         (108,733)     (205,481)         (24,877)       (444,146)

Cash flows from financing activities:
  Principal payments under capital lease obligation             (76)          (6,789)           --           (1,465)        (16,553)
  Proceeds from issuance of common stock                         --               --       487,415               --              --
                                                      -------------    ------------- -------------    -------------   -------------
         Net cash provided by (used in) financing
            activities                                          (76)          (6,789)      487,415           (1,465)        (16,553)
                                                      -------------    ------------- -------------    -------------   -------------

Net increase (decrease) in cash                           1,885,045       (1,734,590)    1,766,493       (1,584,353)      1,147,924

Cash and cash equivalents at beginning of period            153,710        2,038,755       272,262        2,038,755         304,165
                                                      -------------    ------------- -------------    -------------   -------------

Cash and cash equivalents at end of period                2,038,755    $     304,165     2,038,755          454,402       1,452,089
                                                      =============    ============= =============    =============   =============

Supplemental disclosures:

Noncash investing and financing activities
 disclosure:
  Capital lease obligation for equipment             $          --              --          55,402               --              --
  Contribution of capital to LongView United
   Kingdom, Ltd.                                                --              --              --               --         568,403

Other noncash operating activities disclosure:
  Write off of accounts receivable                         100,000              --              --          100,000              --
</TABLE>

See accompanying notes to financial statements.

                                       5
<PAGE>

                            THE LONGVIEW GROUP, INC.

       Notes to Financial Statements For the Year Ended December 31, 1998
                      (Unaudited as to September 30, 1999)


(1) Basis of Presentation and Company Background

    The LongView Group, Inc. (the "Company") was formed as a partnership in 1982
    and incorporated in February 1986. The Company was primarily engaged in
    systems consulting and custom systems development exclusively for investment
    management firms from 1982 through 1992. In 1991, the Company began the
    development of a software product called LandMark for the investment
    management industry, and it started actively marketing this product in
    February 1995. The LandMark product accounts for substantially all of the
    Company's revenue on the accompanying statements of operations.

    On August 20, 1998, 100 percent of the Company's then outstanding common
    stock was acquired by Barclays California Corporation ("BarCal") in a tender
    offer for cash consideration in the amount of $22,600,000. In connection
    with the purchase, BarCal advanced cash of $1,110,572 to the Company to
    purchase all outstanding options held by employees to purchase common stock.
    The Company prior to and including August 20, 1998 is referred to as the
    "Predecessor". The Company after August 20, 1998 is referred to as the
    "Successor".

    The total purchase price and final allocation among the tangible and
    identifiable intangible assets and liabilities acquired (including acquired
    in-process technology) is summarized as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                               Amortization
                                                                                  Period
                                                                                 (Months)
                                                                             --------------
    <S>                                                   <C>                <C>
    Purchase Price Allocation:
    Net liabilities assumed                               $        (752)
    Intangible assets:
      Workforce-in-place                                            400                  60
      Customer list                                               1,100                  60
      Core technology                                             1,000                  60
      Goodwill                                                   19,930                  60
    In-process technology                                           700               Expensed
    Deferred tax assets                                             672
    Deferred tax liability                                         (450)
                                                           ------------
         Total purchase price                             $      22,600
                                                           ============
</TABLE>

                                       6                    (Continued)
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial Statements For The Year Ended December 31, 1998
                     (Unaudited as to September 30, 1999)



    As a result of the change in ownership and control, the accompanying
    financial statements are presented on a "push-down accounting" basis for the
    successor periods. Pushdown accounting requires that the purchase price be
    allocated to the Company's tangible net assets, identifiable intangible
    assets, and goodwill based upon their estimated fair values at the date of
    acquisition.

    As part of BarCal's acquisition of LongView, BarCal changed the Company's
    year-end from January 31 to December 31.

    The financial statements at December 31, 1998 include the accounts of The
    LongView Group, Inc. and effective September 27, 1999 include its wholly-
    owned subsidiary The LongView Group United Kingdom, Ltd. ("UK").  All
    significant intercompany balances and transactions in 1999 have been
    eliminated in consolidation.

(2) Summary of Significant Accounting Policies

    Revenue Recognition

    The Company derives its revenue from perpetual and monthly license fees,
    implementation services, support, and training services.

    In October 1997, the American Institute of Certified Public Accountants
    (AICPA) issued Statement of Position (SOP) 97-2, Software Revenue
    Recognition, which supersedes SOP 91-1, Software Revenue Recognition.
    Additionally, in 1998 the AICPA issued SOP 98-9 Modification of SOP 97-2
    with Respect to Certain Transactions. Effective February 1, 1998, the
    Company adopted the provisions of SOP 97-2 as modified by SOP 98-9. As such,
    revenue was recognized in accordance with SOP 97-2 as modified by SOP 98-9
    during the eleven-months ending December 31, 1998.

    SOP 97-2 as modified by SOP 98-9 generally requires revenue earned on
    software arrangements involving multiple elements such as software products,
    enhancements, post-contract customer support, installation and training to
    be allocated to each element based on the relative fair values of the
    elements. The fair value of an element must be based on evidence which is
    specific to the vendor. The revenue allocated to unspecified upgrades and
    updates and post contract customer support is generally recognized as the
    services are performed.

    The Company recognizes revenues from product sales that do not require
    significant production, modification, or customization or the services -
    related element is not essential to the functionality of the software when
    the following criteria are met: the Company has signed a noncancelable
    license agreement; the Company has shipped the software product; there are
    no uncertainties surrounding product acceptance; the fees are fixed and
    determinable; and collection is considered probable.

    The Company recognizes support revenue from contracts for ongoing technical
    support and product updates, ratably over the term of the contract, which is
    typically month to month. The Company recognizes training revenues as
    services are performed.

                                       7                      (Continued)
<PAGE>

                            THE LONGVIEW GROUP, INC.

       Notes to Financial Statements For the Year Ended December 31, 1998
                      (Unaudited as to September 30, 1999)



   The timing and amount of cash received from customers can vary significantly
   depending on specific contract terms and can therefore have a significant
   impact on the amount of deferred revenue in any given period.  The Company
   records cash received in excess of revenue earned as deferred revenue.

   The Company has entered into agreements with certain customers requiring
   royalty payments for business referrals.  Royalties paid amounted to $122,768
   for the period from August 21 to December 31, 1998, $81,000 for the period
   from February 1 to August 20, 1998, $61,243 for the period from August 21 to
   September 30, 1998 and $25,875 for the period from January 1 to September 30,
   1999 (unaudited).

   In addition, the Company has also entered into agreements with certain
   customers, requiring royalty payments to the Company.  Royalty revenue of
   $37,500 was recorded for each of the periods from August 21 to December 31,
   1998 and January 1 to September 30, 1999 (unaudited).  No other royalty
   revenue was recorded.

   Cash and Cash Equivalents

   The Company considers all highly liquid investments purchased with an
   original maturity to the Company of 90 days or less to be cash equivalents.

   Property and Equipment

   Property and equipment, including leasehold improvements, are stated at cost.
   Depreciation and amortization are computed using the straight-line and
   double-declining balance methods based on the estimated lives of the related
   assets.

   Goodwill and Other Intangible Assets

   Goodwill and other intangible assets consist primarily of goodwill and other
   identifiable intangible assets recorded in connection with the push down
   accounting at the time of the acquisition of the Company by BarCal on August
   20, 1998.  The goodwill and other identifiable intangible assets are being
   amortized using the straight-line method over five years.  As of December 31,
   1998, accumulated amortization of goodwill and other intangible assets was
   $1.7 million.

   Software Development Costs

   Software development costs consist primarily of costs for development and
   enhancement of the LandMark application.  Software development costs incurred
   between achieving technology feasibility and release of the product to our
   customers have been insignificant and therefore have been expensed as
   incurred.

                                       8                       (Continued)
<PAGE>

                            THE LONGVIEW GROUP, INC.

       Notes to Financial Statements For the Year Ended December 31, 1998
                      (Unaudited as to September 30, 1999)



   Stock-Based Compensation

   The Company has adopted the footnote disclosure provisions of Statement of
   Financial Accounting Standards (SFAS) No. 123, Accounting for Stock Based
   Compensation. SFAS 123 encourages entities to adopt a fair value based method
   of accounting for stock options or similar equity instruments. However, it
   also allows an entity to continue measuring compensation cost for stock based
   compensation using the intrinsic-value method of accounting prescribed by
   Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
   to Employees (APB 25). The Company has elected to continue to apply the
   provisions of APB 25 and provide pro forma footnote disclosures required by
   SFAS 123.

   Income Taxes

   The Company records income taxes using the asset and liability method.
   Deferred income tax assets and liabilities are recognized for the future tax
   consequences attributable to differences between the financial statement
   basis amounts of existing assets and liabilities and their respective income
   tax bases. Future tax benefits, such as net operating loss carry forwards,
   and tax credits, are recognized to the extent that realization of such
   benefits are more likely than not. Deferred income tax assets and liabilities
   are measured using enacted tax rates expected to apply to taxable income in
   the years in which those temporary differences are expected to be recovered
   or settled. The effect on deferred income tax assets and liabilities of a
   change in tax rates in recognized in income in the period that includes the
   enactment date.

   For the period August 21, 1998 through September 30, 1999, the Company was a
   subsidiary of BarCal. Under the tax allocation agreement, BarCal pays the
   Company for the tax benefit of utilizing the Company's operating losses.

   Use of Estimates

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

   Advertising

   Advertising costs are expensed as incurred.

   Operating Segments

   The Company operates in one line of business, the development and marketing
   of the LandMark portfolio modeling and trading software system. As such, the
   Company has only one reportable operating segment as defined by the Financial
   Accounting Standards Board Statement No. 131, Disclosures About Segments of
   an Enterprise and Related Information.

                                       9                 (Continued)
<PAGE>

                            THE LONGVIEW GROUP, INC.

       Notes to Financial Statements For the Year Ended December 31, 1998
                      (Unaudited as to September 30, 1999)



    Recent Accounting Pronouncements

    The FASB recently issued SFAS No. 133, Accounting for Derivative Instruments
    and Hedging Activities. SFAS No. 133 establishes accounting and reporting
    standards for derivative instruments, including certain derivative
    instruments embedded in other contracts (collectively referred to as
    derivatives), and for hedging activities. It requires that an entity
    recognize all derivatives as either assets or liabilities in the statement
    of financial position and measure those instruments at fair value. For a
    derivative not designated as a hedging instrument, changes in the fair value
    of the derivative are recognized in earnings in the period of change. The
    Company must adopt SFAS No. 133 by January 1, 2001. Management does not
    believe the adoption of SFAS No. 133 will have a material effect on the
    financial position or results of operations of the Company.

    Unaudited Interim Consolidated Financial Statements

    The accompanying unaudited interim financial statements for the nine months
    ended September 30, 1998 (January 1, to August 20, 1998 and August 21 to
    September 30, 1998), and for the nine months ended September 30, 1999, have
    been prepared on substantially the same basis as the audited financial
    statements and include all adjustments, consisting only of normal recurring
    adjustments, necessary for a fair presentation of the financial information
    set forth herein.

(3) Property and Equipment

    The cost and estimated useful lives of property and equipment, including
    leasehold improvements are summarized as follows:

<TABLE>
<CAPTION>
                                                                     Estimated            December 31,         September 30,
                                                                    useful lives              1998                  1999
                                                                 -----------------     -----------------     -----------------
                                                                                                                (Unaudited)
     <S>                                                         <C>                   <C>                   <C>
     Leasehold improvements                                         5 to 6 years       $         219,249               225,079
     Office furniture and equipment                                 3 to 7 years               1,078,764             1,517,080
                                                                                       -----------------     -----------------
                                                                                               1,298,013             1,742,159
     Less accumulated depreciation and amortization                                             (573,524)             (819,440)
                                                                                       -----------------     -----------------
                                                                                       $         724,489               922,719
                                                                                       =================     =================
</TABLE>

(4) Leases

    The Company is obligated under capital leases for equipment that expire at
    various dates during the next four years. At December 31, 1998, equipment of
    $87,178 and related accumulated amortization of $38,782 were recorded under
    these capital leases.

    The Company leases office space and equipment under operating lease
    agreements that expire at various dates during the next four years. Rent
    expense was $169,620, $254,620, $285,391, $51,568, and $439,897 for the
    periods August 21 to December 31, 1998, February 1 to August 20, 1998,
    January 1, to August 20, 1998, August 21 to September 30, 1998 and January 1
    to September 30, 1999, respectively.

                                      10                        (Continued)
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial statements for the Year ended December 31, 1998
                     (Unaudited as to September 30, 1999)


   Future minimum lease payments under noncancelable leases as of December 31,
   1998 are as follows:

<TABLE>
<CAPTION>
                                                       Total           Operating           Capital
                                                  --------------    --------------    --------------
     <S>                                          <C>               <C>               <C>
     1999                                         $      441,680           413,971            27,709
     2000                                                425,727           402,726            23,001
     2001                                                422,815           402,726            20,089
     2002                                                210,762           201,363             9,399
                                                  --------------    --------------    --------------
            Total minimum lease payments          $    1,500,984         1,420,786            80,198
                                                  ==============    ==============
     Less: amount representing interest                                                      (13,735)
                                                                                      --------------
             Present value of net minimum capital lease
             payments                                                                         66,463

     Less: current installments of obligations under
      capital leases                                                                         (20,620)
                                                                                      --------------

            Obligations under capital leases excluding
             current installments                                                          $  45,843
                                                                                       =============
</TABLE>

(5)  Accrued Expenses

     Accrued expenses consist of the following:

<TABLE>
<CAPTION>

                                                                    December 31,         September 30,
                                                                       1998                  1999
                                                                 -----------------    -----------------
                                                                                         (Unaudited)
     <S>                                                         <C>                  <C>
     Incentive compensation                                      $         684,069            1,080,000
     Compensation and benefits                                             231,390               78,170
     Other                                                                  90,942              117,029
                                                                 -----------------    -----------------
                                                                 $       1,006,401            1,275,199
                                                                 =================    =================
</TABLE>

(6)  Related Party Transactions

     The Company entered into a line of credit loan agreement with BarCal as of
     October 9, 1998 in the amount of $3,000,000 subsequently amended to
     $5,000,000 on March 25, 1999. The line bears interest at LIBOR plus 1%
     (9.5% as of December 31, 1998) and allows for interest to be added back to
     the loan balance. The Company may draw down on the line based upon the
     working capital needs of the Company as determined by the designated
     officers. As of December 31, 1998, and September 30, 1999 $1,250,000 and
     $3,750,000, respectively, has been drawn down on the line. In addition, at
     December 31, 1998 interest in the amount of $20,936 has been added back to
     the loan.

                                    11                            (Continued)
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial statements for the Year ended December 31, 1998
                     (Unaudited as to September 30, 1999)


     In the normal course of business the Company transacts with other companies
     under common control of BarCal. These transactions represent payments made
     or received on the Company's behalf. Included in intercompany payables at
     December 31, 1998 and September 30, 1999 is $43,391 and $134,226
     respectively, related to such transactions.

     Included in accrued compensation and benefits at December 31, 1998 were
     $198,663 of payroll benefits owed to the President of the Company.

     Included in other current assets at December 31, 1998 are loans to
     employees in the amount of $55,000. During the period ended September 30,
     1999, one loan for $50,000 plus accrued interest of $5,375 was forgiven and
     reflected as compensation.

     In April 1998, BarCal signed a monthly license agreement with the Company.
     Through September 30, 1999, no revenues have been recognized in conjunction
     with this agreement.

(7)  Commitments And Contingencies

     Under the terms of the lease agreement for the Company's office space, a
     letter of credit in the amount of $111,000 is maintained with a financial
     institution. The amount is recorded as restricted cash in the Company's
     December 31, 1998 financial statements.

(8)  Income Taxes

     The components of the provision for income taxes for the periods indicated
     below are comprised of the following:

<TABLE>
<CAPTION>
                                                Successor      Predecessor     Predecessor        Successor
                                                August 21      February 1,      January 1         August 21         January 1
                                                    to             to               to                to                to
                                               December 31,    August 20,     September 30,     September 30,     September 30,
                                                   1998           1998             1998              1998              1999
                                             --------------    -----------   --------------    --------------     -------------
                                                                               (Unaudited)       (Unaudited)       (Unaudited)
     <S>                                    <C>                <C>            <C>               <C>               <C>
     Benefit for income taxes:
        Current:                            $
          Federal                                   146,352              -                -            43,905         1,534,934
          State                                           -              -                -                 -                 -
                                             --------------    -----------   --------------    --------------     -------------
                                                    146,352              -                -            43,905         1,534,934
                                             --------------    -----------   --------------    --------------     -------------
        Deferred:
          Federal                                   412,253              -                -            96,059            42,904
          State                                           -              -                -                 -                 -
                                             --------------    -----------   --------------    --------------     -------------
                                                    412,253              -                -            96,059            42,904
                                             --------------    -----------   --------------    --------------     -------------
              Total                          $      558,605              -                -           139,964         1,577,838
                                             ==============    ===========   ==============    ==============     =============
</TABLE>

                                       12                       (Continued)
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial Statements For the Year Ended December 31, 1998
                     (Unaudited as to September 30, 1999)


   The tax table below reconciles the U.S. federal statutory income tax rate of
   34% to the recorded income Tax provision

<TABLE>
<CAPTION>
                                            Successor      Predecessor      Predecessor        Successor
                                            August 21      February 1,       January 1         August 21         January 1
                                               to               to               to                to                to
                                          December 31,      August 20,     September 30,     September 30,     September 30,
                                              1998             1998             1998              1998              1999
                                        -------------     ------------     -------------     -------------     ------------
                                                                            (Unaudited)       (Unaudited)       (Unaudited)

<S>                                    <C>                  <C>             <C>               <C>               <C>
   Tax Benefit at U.S. Statutory Rate   $   (1,356,561)       (864,012)         (936,176)         (575,900)       (2,894,195)
   In Process R & D                            238,000               -                 -           238,000                 -
   Non Deductible Expenses                           -         447,000           447,000                 -           360,000
   Goodwill                                    508,219               -                 -           169,406         1,016,638
   Valuation Allowance                         163,000         443,000           521,000            31,000           377,000
   State Benefit (Net of Federal Tax)         (106,000)        (87,000)          (93,000)                -          (266,000)
   Other                                        (5,263)         61,012            61,176            (2,471)         (170,881)
                                         -------------     -----------      ------------      ------------      ------------
     Tax benefit                        $     (558,605)              -                 -          (139,964)       (1,577,838)
                                         =============     ===========      ============      ============      ============
</TABLE>

   The significant temporary differences that create deferred tax assets and
   liabilities as of December 31, 1998 and September 30, 1999, are shown in the
   table below:

<TABLE>
<CAPTION>
                                                                                       September 30,
                                                                  December 31,              1999
                                                                      1998              (Unaudited)
                                                              -----------------     -----------------
<S>                                                          <C>                    <C>
Deferred tax assets:
 Recognition of revenue                                       $       1,050,103             1,892,687
 Reserves not currently deductible                                            -                11,284
 Net operating loss carryforwards                                       584,689               375,361
 Accrued payroll to shareholders                                         78,986                     -
 Other                                                                  269,554                83,454
                                                              -----------------     -----------------
      Total deferred tax assets                                       1,983,332             2,362,786

Less: valuation allowance                                              (232,538)             (609,430)
                                                              -----------------     -----------------
      Net deferred tax assets                                         1,750,794             1,753,356

Deferred tax liabilities:
 State deferred taxes                                                    81,388               213,300
 Recognition of expenses                                                 13,007                 6,504
 Intangibles                                                          1,022,125               856,375
                                                              -----------------     -----------------
      Total deferred tax liabilities                                  1,116,520             1,076,179
                                                              -----------------     -----------------
      Total net deferred tax asset                                      634,273               677,177

Deferred income tax asset - current                                   1,575,105             1,349,251
Deferred income tax asset - long-term                                  (940,832)             (672,074)
                                                              -----------------     -----------------
      Total net deferred tax asset                            $         634,273               677,177
                                                              =================     =================
</TABLE>

                                      13                             (Continued)
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial statements For the Year Ended December 31, 1998
                     (Unaudited as to September 30, 1999)

     During the period of BarCal's ownership, the Company believes that the
     existing net deductible temporary differences will reverse during the
     periods in which the BarCal group generates income. A valuation allowance
     is provided when it is more likely than not that some portion of the
     deferred tax asset may not be realized. The Company has established a
     valuation allowance for net state deductible temporary differences due to
     the five year carryover period and the uncertainty of realization. During
     the periods when the Company was not a subsidiary of BarCal, the Company
     has established a valuation allowance against its net deductible temporary
     differences due to the uncertainty of realization. The Company believes
     that it is more likely than not that the remaining deferred tax assets will
     be utilized. The Company's beginning valuation allowance increased during
     1999 due to the increase in state net deductible temporary differences.

     The Company has state net operating loss carryforwards at September 30,
     1999 of approximately $4,000,000. These losses begin to expire in 1999
     through December 31, 2003.

(9)  Stockholder's Equity

     Common Stock

     The Company has authorized 5,000,000 shares of common stock. Pursuant to
     the acquisition of the Company by BarCal, in August 1998, all of the
     outstanding options to purchase common stock were purchased by the Company
     for $1,110,572. The Company was reimbursed by BarCal for the full
     $1,110,572.

     In September 1999, BarCal contributed the net assets in the amount of
     $568,403 of the UK to the Company. The transaction was between entities
     under common control, and accounted for as if a pooling-of-interests.
     Accordingly, the unaudited consolidated financial statements for the period
     ended September 30, 1999 include the accounts and results of operations of
     the UK since its inception in 1999.

                                                                     (Continued)

                                      14
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial statements For the Year Ended December 31, 1998
                     (Unaudited as to September 30, 1999)

     Stock Option Plan

     The Company has a stock incentive plan which provides for the grant of
     options to officers and employees to acquire shares of the Company's common
     stock at a purchase price generally equal to the fair market value on the
     date of grant. Options generally vest ratably over five years and expire
     ten years from the date of grant. A summary of activity follows:

<TABLE>
<CAPTION>
                                                                                      Weighted.
                                                                      Number of        Average
                                                                       options         Exercise
                                                                    -------------    ------------
       <S>                                                            <C>             <C>
       Outstanding, January 31, 1998                                      236,099            2.33
        Options awarded                                                    37,500            3.69
        Options purchased by the Company in
         connection with the business acquisition,
         August 20, 1998                                                  273,599
                                                                    -------------
       Outstanding, December 31, 1998                                           -
                                                                    =============
</TABLE>

     The Company accounts for this plan under APB 25, under which no
     compensation cost has been recognized.

     In accordance with the terms of the stock option plan, in anticipation of
     the purchase of the Company by BarCal, the Company purchased all of the
     outstanding options for the Company's common stock as of August 20, 1998.

(10) Profit Sharing and Retirement Plan

     The Company through BarCal has a 401(k) salary deferral and profit sharing
     plan which covers substantially all full-time employees. The Company can
     make matching contributions of up to 6 percent of the participant's
     compensation. The Company's contributions were $119,871 for the period
     ended December 31, 1998.

     The Company through BarCal has a retirement plan that covers substantially
     all full-time employees. The Company contributes up to 6 percent of a
     participant's compensation. The Company's contribution was $71,890 for the
     period ended December 31, 1998.

                                                                     (Continued)

                                      15
<PAGE>

                           THE LONGVIEW GROUP, INC.

      Notes to Financial statements For the Year Ended December 31, 1998
                     (Unaudited as to September 30, 1999)

(11) Loss Per Common Share

     Loss per common share is computed based on the weighted-average number of
     common shares and, as appropriate, dilutive common stock equivalents
     outstanding during the period. Stock options are considered to be common
     stock equivalents.

     Basic loss per common share is the amount of loss for the period available
     to each share of common stock outstanding during the reporting period.
     Diluted loss per share is the amount of loss for the period available to
     each share of common stock outstanding during the reporting period and to
     each share that would have been outstanding assuming the issuance of common
     shares for all dilutive potential common shares outstanding during the
     period.

     In calculating loss per common share, the losses were the same for both the
     basic and diluted calculation. Additionally, the weighted average common
     and common equivalent shares outstanding for the purposes of calculating
     loss per share were the same for all periods presented.

(12) Subsequent Events

     On October 7, 1999, all of the issued and outstanding shares of capital
     stock of the Company and all of the ordinary shares of UK were acquired by
     TenFold Corporation for consideration of $22,000,000, with estimated
     acquisition costs of $330,000. Under the terms of the agreement, BarCal
     waived all amounts in the nature of intercompany obligations that are
     payable, due or owing by either of the LongView entities to any Barclays
     group member. Additionally, BarCal agrees to pay accrued bonuses of
     $1,080,000 on or before February 29, 2000 to LongView employees under the
     Company's Cash Incentive Bonus Plan for staff and management.

     Furthermore the monthly term license agreement between the Company and
     BarCal dated May 1, 1998 remains in effect as per the terms of the license
     agreement.

     As a result of the transaction, the Company 401(k) and retirement plans
     have been discontinued. As such, Company employees, at their discretion,
     have the option of participating in the TenFold 401(k) plan.

                                      16
<PAGE>

                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------



To the Stockholders of

     The LongView Group, Inc:

We have audited the accompanying balance sheet of THE LONGVIEW GROUP, INC. (a
Massachusetts corporation) as of January 31, 1998, and the related statements of
operations, stockholders' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The LongView Group, Inc. as of
January 31, 1998, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.



Wellesley, Massachusetts,

     April 21, 1998, except with respect to the matters referred to in Notes
          2(b), 9 and 10, as to which the date is November 15, 1999.
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           -----------------------

                                 BALANCE SHEET
                                 -------------

                               JANUARY 31, 1998
                               ----------------


                                   ASSETS
                                   ------

CURRENT ASSETS:
     Cash and cash equivalents                                     $    153,710
     Restricted cash                                                    512,188
     Accounts receivable, less allowances of $100,000                   483,081
     Due from stockholders                                                4,744
     Prepaid expenses and other current assets                           75,367
                                                                  -------------

       Total current assets                                           1,229,090
                                                                  -------------


PROPERTY AND EQUIPMENT, at cost:
     Computer and office equipment                                      485,546
     Furniture and fixtures                                             320,748
     Leasehold improvements                                             210,333
                                                                  -------------
                                                                      1,016,627
Less: Accumulated depreciation and amortization                        (339,945)
                                                                  -------------

                                                                        676,682
                                                                  -------------

OTHER ASSETS:
     Deposits and other assets                                           73,359
     Restricted cash                                                    111,000
                                                                  -------------

                                                                        184,359
                                                                  -------------

Total assets                                                       $  2,090,131
                                                                  =============




                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------


CURRENT LIABILITIES:
     Current installments of obligations under capital leases      $     18,679
     Accounts payable and accrued expenses                               87,108
     Accrued payroll to stockholders                                    231,017
     Deferred revenue                                                 1,020,208
                                                                  -------------


          Total current liabilities                                   1,357,012
                                                                  -------------


OBLIGATIONS UNDER CAPITAL LEASES,
     excluding current installments                                      54,649
                                                                  -------------



COMMITMENTS


STOCKHOLDERS' EQUITY:
     Common stock, no par value; 5,000,000 shares
       authorized; 3,608,000 shares issued and outstanding            2,719,638
     Retained deficit                                                (2,041,168)
                                                                  -------------

Total stockholders' equity                                              678,470
                                                                  -------------


Total liabilities and stockholders equity                          $  2,090,131
                                                                  =============


  The accompanying notes are an integral part of these financial statements.

                                      -2-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                            STATEMENT OF OPERATIONS
                            -----------------------

                      FOR THE YEAR ENDED JANUARY 31, 1998
                      -----------------------------------


REVENUES:
     License                                                 $ 1,281,898
     Services                                                    739,931
                                                           -------------
         Total revenues                                        2,021,829
                                                           -------------

OPERATING EXPENSES:
     Cost of revenues                                            858,363
     Sales and marketing                                         356,299
     Research and development                                  1,337,567
     General and administrative                                1,053,865
                                                           -------------
         Total operating expenses                              3,606,094
                                                           -------------

         Loss from operations                                 (1,584,265)

OTHER INCOME (EXPENSE):
     Interest income                                              52,628
     Interest expense                                            (11,473)
                                                           -------------
         Total other income                                       41,155
                                                           -------------

     Loss before provision for income taxes                   (1,543,110)


PROVISION FOR INCOME TAXES:                                            -
                                                           -------------
         Net loss                                            $(1,543,110)
                                                           =============

Basic and diluted loss per share                             $     (0.46)
                                                           =============

Shares used in computation of basic and diluted
     loss per share                                            3,389,189
                                                           =============

The accoumpanying notes are an integral part of these financial statements.

                                      -3-
<PAGE>

                                THE LONGVIEW GROUP, INC.
                                ------------------------

                           STATEMENT OF STOCKHOLDERS' EQUITY
                           ---------------------------------

                          FOR THE YEAR ENDED JANUARY 31, 1998
                          -----------------------------------

<TABLE>
<CAPTION>
                                                       Common Stock, No Par Value
                                                     ------------------------------       Retained
                                                       Shares            Amount           Deficit
                                                     ----------         -----------     ------------
<S>                                                  <C>                <C>             <C>
BALANCE, January 31, 1997                             3,086,000           $ 226,500      $  (498,058)

     Net loss                                                 -                   -       (1,543,110)

     Sales of common stock, net of expenses
        totaling $34,368                                800,000           2,905,723                -

     Exercise of stock options                            4,586               4,310                -

     Purchase of shares of treasury stock                     -                   -                -

     Retirement of treasury stock                      (282,586)           (416,895)               -
                                                     ----------         -----------     ------------

BALANCE, January 31, 1998                             3,608,000         $ 2,719,638      $(2,041,168)
                                                     ==========         ===========     ============

<CAPTION>

                                                           Treasury Stock                 Total
                                                    -----------------------------      Stockholders'
                                                      Shares            Amount            Equity
                                                    ------------     ------------     --------------
<S>                                                 <C>               <C>              <C>
BALANCE, January 31, 1997                                      -        $       -       $   (271,558)

    Net loss                                                   -                -         (1,543,110)

     Sales of common stock, net of expenses
         totaling $34,368                                      -                -          2,905,723

     Exercise of stock options                                 -                -              4,310

     Purchase of shares of treasury stock                282,586          416,895            416,895

     Retirement of treasury stock                       (282,586)        (416,895)          (833,790)
                                                    ------------     ------------     --------------

BALANCE, January 31, 1998                                      -        $       -       $    678,470
                                                    ============     ============     ==============
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                            -----------------------

                            STATEMENT OF CASH FLOWS
                            -----------------------

                      FOR THE YEAR ENDED JANUARY 31, 1998
                      -----------------------------------


<TABLE>
<S>                                                                                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                               $ (1,543,110)
     Adjustments to reconcile net loss to net cash used by
       operating activities:
         Bad debt expense                                                                        100,000
         Depreciation                                                                            156,956
     Change in operating assets and liabilities:
         Accounts receivable                                                                    (476,605)
         Notes and interest receivable from stockholders                                          22,206
         Prepaid expenses, deposits and other assets                                             (56,837)
         Deferred revenue                                                                        326,806
         Accounts payable and accrued expenses                                                     7,290
         Accrued payroll to stockholders                                                          (3,627)
                                                                                            ------------
             Net cash used by operating activities                                            (1,466,921)
                                                                                            ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                                                        (575,829)
     Restricted cash supporting letter-of-credit                                                (111,000)
                                                                                            ------------
             Net cash used by investing activities                                              (686,829)
                                                                                            ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayments of demand notes payable to banks                                                (112,700)
     Repayments of long-term debt                                                                (17,473)
     Proceeds from issuance of common stock                                                    2,910,033
     Restricted cash held in escrow                                                             (512,188)
     Purchase of treasury stock                                                                 (416,895)
                                                                                            ------------
             Net cash provided by financing activities                                         1,850,777
                                                                                            ------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                           (302,973)

             Cash and cash equivalents at beginning of year                                      456,683
                                                                                            ------------
             Cash and cash equivalents at end of year                                       $    153,710
                                                                                            ============
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------

(1)  Operations
     ----------

The LongView Group, Inc. (the "Company") was formed as a partnership in 1982 and
incorporated in February 1986.  The Company was primarily engaged in systems
consulting and custom systems development exclusively for investment management
firms from 1982 through 1992.  In 1991, the Company began the development of a
software product ("LandMark") for the investment management industry, and it
started actively marketing this product in February 1995.  The LandMark product
accounts for substantially all of the Company's current revenue.

(2)  Summary of Significant Accounting Policies
     ------------------------------------------

The accompanying financial statements reflect the application of certain
accounting policies as described in this note.  Other policies and practices are
described in the remaining notes to the accompanying financial statements.

     (a)  Cash and Cash Equivalents
          -------------------------

     Cash and cash equivalents included in the accompanying balance sheet
     includes money market funds of $132,373.  From time to time, the Company
     maintains cash and cash equivalents in a bank in excess of federally
     insured limits.  Management believes any risk of loss of cash is mitigated
     by the financial strength of their bank.

     (b)  Restricted Cash
          ---------------

     As part of the stock transaction discussed in Note 6, $500,000 of the stock
     proceeds was deposited in an escrow account to which the Company is a party
     until the Company has delivered its system architecture documentation to
     the stockholder.  As of January 31, 1998, the cash plus accrued interest in
     the escrow account equals $512,188.  The system architecture documentation
     was delivered in May 1998 and the corresponding cash was released from this
     restriction.

     In addition, the Company is required to maintain an $111,000 compensating
     balance with a bank to support an outstanding letter of credit for $111,000
     which is issued to the Company's landlord as a deposit on leased office
     space.  At January 31, 1998, $111,000 of cash is restricted for that
     purpose.

     (c)  Concentration of Credit Risk
          ----------------------------

     The Company does business with primarily domestic investment companies and
     banks with significant financial resources.  A significant deterioration in
     economic conditions relative to these industries would have a significant
     adverse impact on the Company's operations.

     During 1998, one customer accounted for 12% of total revenue.  At January
     31, 1998, total net accounts receivable from this customer was
     approximately $17,000.

                                      -6-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(2)  Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

     (d) Property and Equipment
         ----------------------

     For financial reporting purposes, the Company provides for depreciation and
     amortization using the straight-line and double-declining balance methods
     in amounts which are estimated to allocate the cost of property and
     equipment over their estimated useful lives, which are as follows:

         Description                         Useful Lives
         -----------                         ------------

         Computer and office equipment        3 - 5 Years
         Furniture and fixtures               5 - 7 Years
         Leasehold improvements               5 - 6 Years

     For tax purposes, the Company provides for depreciation using the
     accelerated lives as prescribed by the Modified Accelerated Cost Recovery
     System of the Internal Revenue Code.

     (e) Revenue Recognition
         -------------------

     The Company derives its revenue from perpetual license fees and monthly
     license fees, as well as consulting, application development, installation,
     training and maintenance services.

     Perpetual license fees are recognized as revenue upon delivery of the
     software and acceptance of the system in accordance with the American
     Institute of Certified Public Accountants Statement of Position 91-1.
     Monthly license fees are billed quarterly in advance and recognized as
     revenue ratably over the applicable calendar quarter.

     Revenues from consulting services are recognized as the services are
     performed.  Revenues from application development of ancillary software,
     installation and training fees are recognized on a percentage-of-completion
     basis.  The aggregate of costs incurred and income recognized on
     uncompleted contracts in excess of billings was $33,625 as of January 31,
     1998 and is included in prepaid expenses and other current assets in the
     accompanying balance sheet.

     The Company charges for its maintenance services on licenses in two ways.
     First, a minimum base charge for maintenance services is payable in advance
     but recognized as revenue over the applicable maintenance term.
     Additionally, a quarterly maintenance fee, payable in advance, is charged
     to customers and recognized ratably over the applicable quarter.  All
     maintenance fees are classified as service revenues in the accompanying
     statement of operations.


                                      -7-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(2)  Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

     (f)  Deferred Revenues
          -----------------

     Deferred revenues include amounts received in advance for license fees and
     maintenance and installation services discussed above.  The amount of
     deferred revenues by type as of January 31, 1998 is as follows:

<TABLE>
            <S>                                               <C>
            Deferred license fees                             $  625,821
            Deferred maintenance                                 104,262
            Deferred installation services                       290,125
                                                              ----------
                                                              $1,020,208
                                                              ==========
</TABLE>

     (g)  Income Taxes
          ------------

     The Company follows Statements of Financial Accounting Standards ("SFAS")
     109, Accounting for Income Taxes, to account for income taxes.  Income tax
     expense includes Federal and state taxes currently payable or refundable
     plus deferred taxes.  Deferred tax assets and liabilities represent the
     future tax return consequences of those differences, which will either be
     taxable or deductible when the assets and liabilities are recovered or
     settled.  Deferred taxes also are recognized for operating losses that are
     available to offset future taxable income, net of any valuation allowance
     that may be required to reduce deferred tax assets to the amount expected
     to be realized.

     (h)  Cash Flow Information
          ---------------------

     During 1998, the Company paid income taxes of $1,732 and paid interest of
     $14,465.  Non-cash transactions in fiscal 1998 consist of capital lease
     obligations incurred in the acquisition of property totaling $76,896.

     (i)  Research and Development Costs
          ------------------------------

     Research and development costs are expensed as incurred.  SFAS 86,
     "Accounting for the Costs of Computer Software to be Sold, Leased or
     Otherwise Marketed", does not materially affect the Company.

     (j)  Advertising Costs
          -----------------

     Advertising costs are expensed as incurred.  There were no advertising
     costs incurred by the Company during the year.


                                      -8-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(2)  Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

     (k)  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 reported amounts of assets and liabilities, and
     changes therein, and applicable disclosures at the date of the financial
     statements and the reported amounts of revenue and expenses during the
     reporting period.  Actual results could differ from those estimates.

     (l)  Earnings (Loss) Per Share
          -------------------------

     Basic earnings per share excludes any dilutive effect of common stock
     equivalents.  Basic earnings per share is computed using the weighted
     average number of common shares outstanding during the period.  Dilutive
     earnings per share is computed using the weighted average number of common
     and common stock equivalents outstanding during the period.  Common
     equivalent shares have been excluded from this calculation as their effect
     is antidilutive.  There are 236,099 stock options outstanding as of January
     31, 1998 that could potentially dilute basic earnings per share in the
     future.

     (m)  Operating Segments
          ------------------

     The Company operates in one line of business, the development and marketing
     of the LandMark portfolio modeling and trading software system. As such,
     the Company has only one reportable operating segment as defined by the
     Financial Accounting Standards Board Statement No. 131, Disclosures About
     Segments of an Enterprise and Related Information.

(3)  Demand Notes Payable to Banks
     -----------------------------

The Company has an unsecured line-of-credit arrangement with a bank which
provides for borrowings of up to $100,000.  Interest on outstanding amounts is
payable monthly at the bank's prime rate (8.5% at January 31, 1998) plus 2%.
There was no amount outstanding under this line-of-credit as of January 31,
1998.

The Company also had a $50,000 revolving business line-of-credit with a bank
which expired in fiscal 1998.

                                      -9-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(4)  Capital Lease Obligations
     -------------------------

The Company is the lessee of computer equipment under capital leases expiring at
various dates from April 1999 through August 2002.  The assets and liabilities
under capital leases are recorded at the lower of the present value of the
minimum lease payments or the fair value of the asset.  The assets are amortized
over their estimated productive lives.  Amortization of assets under capital
leases is included in depreciation expense and amounted to $18,112 for the year
ended January 31, 1998. The gross amount of assets recorded under capital leases
and the related accumulated amortization as of January 31, 1998 are as follows:

<TABLE>
     <S>                                               <C>
     Computer equipment under capital leases           $  85,438
      Less:  Accumulated amortization                    (19,821)
                                                       ---------
     Net book value of computer equipment
      under capital leases                             $  65,617
                                                       =========
</TABLE>

Minimum future lease payments under capital leases as of January 31, 1998 for
each of the next five years are:

<TABLE>
<CAPTION>
                Year Ended
                January 31,                         Amount
                ----------                        ---------
                <S>                               <C>
                  1999                            $  26,605
                  2000                               24,107
                  2001                               19,177
                  2002                               16,785
                  2003                                7,289
                                                  ---------

     Total minimum lease payments                    93,963

     Less:  Amount representing interest            (20,635)
                                                  ---------

     Present value of net minimum lease payments  $  73,328
                                                  =========
</TABLE>

Interest rates on capitalized leases vary from 5.5% to 16.5% and are imputed
based on the lower of the Company's incremental borrowing rate at the inception
of each lease or the lessor's implicit rate of return.

                                     -10-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(5)  Income Taxes
     ------------

The Company's provision (credit) for income taxes for the year ended January 31,
1998 consists of the following components:

<TABLE>
     <S>                                                          <C>
     Federal:                                                     $       -
      Current                                                      (564,873)
      Deferred                                                      564,873
      Change in valuation                                         ---------
                                                                          -
                                                                  ---------

     State:
      Current                                                             -
      Deferred                                                     (142,841)
      Change in valuation                                           142,841
                                                                  ---------
                                                                          -
                                                                  ---------
                                                                  $       -
                                                                  =========
</TABLE>

Deferred tax assets and liabilities reflect the future income tax effects of
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates that apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  The significant
temporary differences that create deferred tax assets and liabilities as of
January 31, 1998 are shown below:

<TABLE>
     <S>                                                          <C>
     Deferred tax assets:
      Recognition of revenue                                      $ 121,945
      Reserves not currently deductible                              43,500
      Net operating loss carryforwards                              724,897
      Accrued payroll to shareholders                                91,793
      Other                                                           2,743
                                                                  ---------
      Total deferred tax assets                                     984,878
      Valuation allowance                                          (868,595)
                                                                  ---------
     Total deferred tax assets                                    $ 116,283
                                                                  =========

     Deferred tax liabilities:
      State deferred taxes                                           64,041
      Recognition of expenses                                        26,641
      Other                                                          25,601
                                                                  ---------
     Total deferred tax liabilities                               $ 116,283
                                                                  =========
</TABLE>

                                     -11-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           -----------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(5)  Income Taxes (Continued)
     ------------------------

The accompanying statement of operations reflects a change in the applicable
Federal tax rate from 15% to 34%, which had the effect of increasing the value
of deferred tax assets by approximately $106,000.

As of January 31, 1998, the Company has net operating losses, available to
reduce future taxable income, of approximately $1,635,000 for Federal purposes
and $1,780,000 for state purposes.  These net operating loss deductions will
expire from fiscal 2009 through 2012 for Federal purposes and from fiscal 1999
through 2003 for state purposes.

Realization of the deferred tax assets is dependent on generating sufficient
taxable income prior to expiration of the loss carryforwards.

The difference between the Company's provision for income tax and the statutory
Federal rate is primarily due to management's election to reserve the Company's
deferred tax assets as realization of these assets is uncertain.


(6)  Stockholders' Equity
     --------------------

     (a)  Common Stock Transactions
          -------------------------

     During fiscal 1998, the Company amended its' Articles of Incorporation and
     increased its authorized shares by 1,000,000 shares to 5,000,000 shares.
     The Company also issued 800,000 shares of its common stock to a corporation
     for $2,940,191 in cash, of which $500,000 is in an escrow account until
     such time the Company prepares its system architecture documentation, as
     described in Note 2.  The new stockholder is entitled to two seats on the
     board of directors and certain Company actions require an affirmative vote
     of the board member including, but not limited to, extension of the
     Company's indebtedness beyond $500,000, declaration of dividends,
     investments or advances over $50,000, capital expenditures over $100,000 in
     any fiscal year, entering into partnership or joint venture agreements and
     redemption by the Company of any of its shares.

     Two employees of the Company exercised stock options and purchased 4,586
     shares of common stock for $4,310.  The Company repurchased the 4,586
     shares of common stock for $16,895.

     Also, the Company repurchased 278,000 shares of common stock from a single
     shareholder for $400,000 under a call provision of the stockholders'
     agreement signed in 1996.
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               JANUARY 31, 1998
                               ----------------


(6)  Stockholders' Equity (Continued)
     --------------------------------

     (b)  Incentive Stock Options
          -----------------------

     The Company's 1997 Stock Option Plan provides for the grant of up to
     500,000 incentive stock options (ISO's) and non-qualified stock options.
     Options may be awarded to employees, officers and directors and
     consultants.  Options may have terms of up to 10 years.  The options can be
     awarded at such prices as the Board of Directors may determine, although
     ISO's cannot be awarded for less than the underlying stock's fair market
     value at the grant date.

     Incentive stock option activity during the year ended January 31, 1998 was
     as follows:

                                                                     Weighted
                                                   Number of         Average
                                                    Options          Exercise
                                                   ---------       -----------
          Outstanding, January 31, 1997             181,720         $   0.94
               Awarded                               64,205             3.41
               Exercised                             (4,586)            0.94
               Forfeited                             (5,240)            0.94
                                                   ---------       -----------
          Outstanding, January 31, 1998             236,099             2.33
                                                   =========       ===========
          Exercisable as of January 31, 1998         61,542         $   0.97
                                                   =========       ===========

     All incentive stock options awarded to date have been for five-year terms
     with the ability to exercise vesting 20% per year beginning at the first
     anniversary of the employees' start date.  The fair value of options
     awarded in 1998 totaled $52,211.  The weighted average remaining
     contractual life of exercisable stock options was 2.38 years as of January
     31, 1998.  The weighted average remaining contractual life of all stock
     options was 2.95 years as of January 31, 1998.  Of the 236,099 options
     outstanding at January 31, 1998, 178,394 are exercisable for $.94 per share
     and 57,705 stock options are exercisable for $3.69 per share.  There were
     263,901 and 318,280 common shares available for grant under the 1997 Stock
     Option Plan as of January 31, 1998 and 1997, respectively.

     No compensation cost has been recognized in the accompanying statement of
     operations for incentive stock options awarded. Had compensation costs for
     incentive stock options been recorded based on these option values, the
     Company's net loss for the year ended January 31, 1998 would have been
     increased by $25,603 to $1,568,713.

     The fair value of options and the compensation amount noted above were
     computed using the minimum value method based on a risk-free interest rate
     of 5.5% over the entire 60-month term of awarded options.

                                     -13-
<PAGE>

                           THE LONGVIEW GROUP, INC.
                           ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                                JANUARY 31, 1998
                                ----------------


(7)   Commitments
      -----------

The Company conducts its operations in leased facilities under an operating
lease.  On May 21, 1997, the Company leased additional space and extended its
lease term through July 2002.  In addition, the Company leases some of its
office furniture, computers, copier/fax and phone system under operating leases
expiring from June 1998 through November 1999.

Rental expense under the operating leases was $319,222 for the year ended
January 31, 1998.  Minimum future lease payments are as follows:


       Year Ended
       January 31,               Amount
      -------------           ------------
          1999                 $  433,055
          2000                    415,922
          2001                    402,726
          2002                    402,726
          2003                    201,363
                              -------------
                               $1,855,792
                              =============



(8)   Profit Sharing Plan
      -------------------

The Company has a 401(k) salary deferral and profit sharing plan which covers
substantially all full-time employees.  The Company can make matching
contributions of up to 3.75% of the participant's compensation.  The Company's
contribution was $50,661 in 1998.  In addition, the Company can elect to make
additional contributions to the plan at the Board of Director's discretion.


(9)   Recent Accounting Pronouncements
      --------------------------------

On October 27, 1997, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 97-2, Software Revenue Recognition which
supercedes SOP 91-1, Software Revenue Recognition. Additionally, in 1998 the
AICPA issued SOP 98-9, Modification of SOP 97-2 with Respect to Certain
Transactions. The SOP's further standardized when revenue should be recognized
and in what amounts for licensing, selling, leasing or otherwise marketing
computer software. The Company adopted these SOP's effective February 1, 1998.
Management believes the adoption of SOP 97-2 and 98-9 will result in the need to
defer recognition of certain revenues that would have been recognized
immediately under SOP 91-1.

                                     -14-
<PAGE>

                            THE LONGVIEW GROUP, INC.
                            ------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                                JANUARY 31, 1998
                                ----------------


(10)    Subsequent Events
        -----------------

On July 14, 1998, the Company's stockholders entered into a Stock Purchase
Agreement (the "Agreement") with Barclays California Corporation ("Barclays").
Under the Agreement, all holders of the Company's common stock sold their
interest to Barclays.  On August 20, 1998, the acquisition was closed.  The
Company then became a wholly-owned subsidiary of Barclays.

On September 30, 1999, Barclays entered into a Stock Purchase Agreement with
TenFold Corporation ("TenFold"), whereby Barclays sold its interest in the
Company to TenFold.  On October 7, 1999, the acquisition was closed.  The
Company then became a wholly-owned subsidiary of TenFold.


                                     -15-
<PAGE>

       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following pages 38 through 42 contain the Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of September 30, 1999, the Unaudited Pro Forma
Condensed Consolidated Statements of Operations for the twelve months ended
December 31, 1998 and the nine months ended September 30, 1999 and the notes
thereto.

The following Unaudited Pro Forma Condensed Consolidated Financial Statements
give effect to the Arrangement to be accounted for using the purchase method of
accounting, whereby the total cost of the Arrangement will be allocated to the
tangible and identifiable intangible assets acquired and liabilities assumed
based upon their respective fair values. The Unaudited Pro Forma Condensed
Consolidated Financial Statements have been prepared on the basis of assumptions
described in the notes thereto, including assumptions related to the allocation
of the total purchase cost to the assets and liabilities of LongView based upon
preliminary estimates of fair value. The actual allocation may differ
significantly from those assumptions after valuations and other procedures are
completed.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations were
prepared as if the Arrangement occurred as of January 1, 1998.  The Unaudited
Pro Forma Condensed Consolidated Balance Sheet was prepared as if the
Arrangement occurred as of September 30, 1999.  These statements are not
necessarily indicative of what the actual operating results or financial
position would have been had the Arrangement occurred on the dates and for the
periods indicated and do not purport to indicate future results of operations.
In addition, they do not reflect any cost savings or other synergies resulting
from the Arrangement.

The Unaudited Pro Form Condensed Consolidated Financial Statements should be
read in conjunction with the historical financial statements and related notes
of TenFold Corporation incorporated by reference and the historical financial
statements and related notes of LongView included elsewhere in this 8-K.
<PAGE>

               TENFOLD CORPORATION AND THE LONGVIEW GROUP, INC.
           Unaudited Pro Forma Condensed Consolidated Balance Sheet
                              September 30, 1999
                                (in thousands)

<TABLE>
<CAPTION>
                                                                  TenFold        LongView
                                                                 (September     (September      Pro Forma         Pro Forma
                              Assets                              30, 1999)      30, 1999)     adjustments        combined
                                                                 -----------    -----------    -----------       -----------
<S>                                                              <C>            <C>            <C>               <C>
Current assets:
     Cash and cash equivalents                                   $    38,718          1,452           (330) (a)       39,840
     Restricted cash                                                  10,000            111        (10,000) (a)          111
     Short-term investments                                            6,130              -                            6,130
     Accounts receivable, net                                          7,020          1,602                            8,622
     Other receivable                                                      -              -          1,080  (l)        1,080
     Unbilled accounts receivable                                      6,670              -                            6,670
     Prepaid expenses and other assets                                    11            196                              207
     Income tax receivable                                             1,447              -                            1,447
     Deferred income taxes                                               536          1,349            593  (k)        2,478
                                                                 -----------    -----------    -----------       -----------

                Total current assets                                  70,532          4,710         (8,657)           66,585

Property and equipment, net                                            8,173            923                            9,096
Due from stockholders                                                  1,932              -                            1,932
Other assets, net                                                        281         17,383        (17,383) (e)       24,617
                                                                                                    24,336  (a)
                                                                 -----------    -----------    -----------       -----------

                                                                 $    80,918         23,016         (1,704)          102,230
                                                                 ===========    ===========    ===========       ===========

               Liabilities and Stockholders' Equity

Current Liabilities:
     Accounts payable                                            $       964             50                            1,014
     Income taxes payable                                                252              -                              252
     Accrued liabilities                                              10,160          1,275                           11,435
     Deferred revenue                                                  6,551          4,283             72  (i)       10,906
     Current installments of obligations under capital leases            715             23                              738
     Current installments of notes payable                             1,416              -         12,000  (a)       13,416
     Payable to Barcal                                                     -          3,883         (1,853) (l)        2,030
                                                                 -----------    -----------    -----------       -----------

                Total current liabilities                             20,058          9,514         10,219            39,791

Long-term liabilities:
     Deferred income taxes                                                85            672          2,880  (k)        3,637
     Obligations under capital leases, excluding current
         installments                                                  1,019             27                            1,046
     Notes payable, excluding current installments                     2,085              -                            2,085
                                                                 -----------    -----------    -----------       -----------
                Total long-term liabilities                            3,189            699          2,880             3,888
                                                                 -----------    -----------    -----------       -----------

Stockholders' equity:                                                 57,671         12,803        (12,803) (b)       55,671
                                                                                                    (2,000) (g)
                                                                 -----------    -----------    -----------       -----------
                                                                 $    80,918         23,016         (1,704)          102,230
                                                                 ===========    ===========    ===========       ===========
</TABLE>
<PAGE>

               TENFOLD CORPORATION AND THE LONGVIEW GROUP, INC.
      Unaudited Pro Forma Condensed Consolidated Statement of Operations
                 For the nine months ended September 30, 1999
                                (in thousands)

<TABLE>
<CAPTION>
                                                   TenFold         LongView
                                                 (Nine months    (Nine months
                                                    ended           ended
                                                September 30,   September 30,    Pro Forma          Pro Forma
                                                    1999)           1999)       adjustments         combined
                                                    -----           ----        -----------         --------
<S>                                             <C>             <C>             <C>                 <C>
Revenues:
             License                               23,428           1,392                            24,820
             Services                              35,106           1,993                            37,099
                                                ---------       ---------                           -------
                        Total revenues             58,534           3,385                            61,919

Operating expenses:
             Cost of revenues                      19,950           2,357                            22,307
             Sales and marketing                   16,965           1,263                            18,228
             Research and development              11,851           3,957                            15,808
             General and administrative             2,902             842                             3,744
             Amortization of deferred
               compensation                         1,065               -                             1,065
             Amortization of intangibles                -           3,365        (3,365) (e)          3,650
                                                                                  3,650  (d)
                                                ---------       ---------       -------             -------
                        Total operating
                        expenses                   52,733          11,784           285              64,802
                                                ---------       ---------       -------             -------
Income (loss) from operations                       5,801          (8,399)         (285)             (2,883)
                                                ---------       ---------       -------             -------
Other income (expense):
             Interest income                          824              59          (278) (f)            605
             Interest expense                        (250)           (162)                             (412)
             Foreign exchange gain/(loss)               -             (10)                              (10)
                                                ---------       ---------       -------             -------
                        Total other income            574            (113)         (278)                183

Income (loss) before income taxes                   6,375          (8,512)         (563)             (2,700)
Provision (benefit) for income taxes                2,454          (1,578)         (336) (j)            540
                                                ---------       ---------       -------             -------
Net income (loss)                                   3,921          (6,934)         (227)             (3,240)
                                                ---------       ---------       -------             -------
Accretion of Series A and B preferred stock          (391)              -             -                (391)
                                                ---------       ---------       -------             -------
Net income (loss) applicable to common stock        3,530          (6,934)         (227)             (3,631)
                                                =========       =========       =======             =======
Basic earnings (loss) per common share               0.14           (1.92)                            (0.14)
Diluted earnings (loss) per common share             0.12           (1.92)                            (0.14)

Weighted average common and common equivalent
           shares used to calculate earnings
           (loss) per share:
                        Basic                      25,110           3,608                            25,110
                        Diluted                    29,266           3,608                            25,110
</TABLE>

                                       39
<PAGE>

               TENFOLD CORPORATION AND THE LONGVIEW GROUP, INC.
      Unaudited Pro Forma Condensed Consolidated Statement of Operations
                     For the year ended December 31, 1998
                                (in thousands)
<TABLE>
<CAPTION>
                                                                 TenFold       LongView
                                                               (Year ended    (Year ended
                                                               December 31    December 31      Pro Forma        Pro Forma
                                                                  1998)          1998)        adjustments       combined
                                                                  ----           ----         -----------       --------
<S>                                                            <C>            <C>             <C>               <C>
Revenues:
            License                                              13,382           2,386                            15,768
            Services                                             26,785           1,478                            28,263
                                                               --------       ---------                         ---------
                       Total revenues                            40,167           3,864                            44,031

Operating expenses:
            Cost of revenues                                     14,529           1,999                            16,528
            Sales and marketing                                  11,070             857                            11,927
            Research and development                              9,690           3,569                            13,259
            General and administrative                            2,882             713                             3,595
            Compensation from purchase of options                     -           1,111            (1,111) (h)          -
            Amortization of deferred compensation                   153               -                               153
            Amortization of intangibles                               -           1,776            (1,776) (e)      4,867
                                                                                                    4,867  (d)

            Other charge                                              -             700              (700) (c)          -
                                                               --------       ---------       -----------         -------
                       Total operating expenses                  38,324          10,725             1,280          50,329
                                                               --------       ---------       -----------       ---------
Income (loss) from operations                                     1,843          (6,861)           (1,280)         (6,298)
                                                               --------       ---------       -----------       ---------
Other income (expense):
            Interest income                                         395              60                               455
            Interest expense                                        (20)            (34)                              (54)
            Other income (expense)                                    _              (1)                               (1)
                                                               --------       ---------       -----------       ---------
                       Total other income                           375              25                 -             400
                                                               --------       ---------       -----------       ---------
Income (loss) before income taxes                                 2,218          (6,836)           (1,280)         (5,898)
Provision (benefit) for income taxes                                495            (559)             (578) (j)       (642)
                                                               --------       ---------       -----------       ---------
Net income (loss)                                                 1,723          (6,277)             (702)         (5,256)
                                                               --------       ---------       -----------       ---------
Accretion of Series A and B preferred stock                        (915)              -                              (915)
                                                               --------       ---------       -----------       ---------
Net income (loss) applicable to common stock                        808          (6,277)             (702)         (6,171)
                                                               ========       =========       ===========       =========

Basic earnings (loss) per common share                             0.04           (1.74)                            (0.29)

Diluted earnings (loss) per common share                           0.03           (1.74)                            (0.29)


Weighted average common and common equivalent shares used
            to calculate earnings (loss) per share:
                           Basic                                 21,551           3,608                            21,551
                           Diluted                               26,663           3,608                            21,551
</TABLE>
<PAGE>

   NOTES to Unaudited Pro Forma Condensed Consolidated Financial Statements

 (1) Basis of Presentation

     On September 30, 1999, TenFold Corporation (TenFold) entered into a Stock
     Purchase Agreement ("Agreement") with Barclay's California Corporation
     ("BarCal") whereby upon the closing on October 7, 1999 TenFold purchased
     the entire equity of BarCal in its wholly-owned subsidiary The LongView
     Group, Inc ("LongView"). The Agreement provides for the combination of
     TenFold and LongView in a transaction in which TenFold will acquire all of
     the issued and outstanding shares of LongView for $22 million. The purchase
     price of $22 million is comprised of $10 million in cash and $12 million in
     the form of a promissory note to BarCal. The promissory note is due and
     payable in installments of $3 million on April 15, 2000 and $9 million on
     July 15, 2000. TenFold estimates its additional acquisition costs will
     approximate $330,000.

     BarCal has been a customer of TenFold since 1997 and, as such, has various
     software license and service agreements with BarCal. BarCal signed, on
     September 30, 1999, an additional Master Software License and Services
     Agreement, purchasing from the Company a multi-project license to the
     Universal Application and TenFold ComponentWare products for $4 million.
     The $4 million was received by TenFold and has been recorded as deferred
     revenue in the September 30, 1999 unaudited Proforma Condensed Consolidated
     Balance Sheet pending the finalization of the valuation of the various
     components, which will determine the final accounting.

     On August 20, 1998, 100 percent of LongView's outstanding stock was
     acquired by BarCal. Accordingly, LongView's financial statements from
     August 21, 1998 forward reflect a new basis of accounting to include "push-
     down accounting". The LongView unaudited Proforma Condensed Statement of
     Operations for the year ended December 31, 1998 included herein includes
     approximately eight months of operating information under the historical
     basis of accounting and approximately four months under the new "push-down"
     basis of accounting.

 (2) Purchase Price Allocation and Pro Forma Adjustments

     The adjustments to arrive at the Unaudited Pro Forma Condensed Consolidated
     Financial Statements are as follows:

     (a) The Arrangement will be accounted for under the purchase method of
         accounting. In accordance with generally accepted accounting
         principles, the portion of the purchase price allocable to in process
         research and development projects of LongView will be expensed at the
         consummation of the Arrangement. The amount of the one-time
         nonrecurring charge for in-process research and development is expected
         to be approximately $2 million. Since the charge is directly related to
         the Arrangement and will not recur, the Unaudited Pro Forma Condensed
         Consolidated Statements of Operations have been prepared excluding this
         charge. TenFold has not yet determined the final allocation of the
         purchase price and, accordingly, the amount shown below may differ
         significantly from the ultimate allocation.

         Goodwill and identifiable intangibles in the amount of $24,336 were
         calculated as follows (all numbers in thousands):


         Total estimated purchase ($10 million in cash, $12 million in
           the form of a promissory note to BarCal)                  $ 22,000
         Add: Estimated acquisition costs of                              330
<PAGE>

<TABLE>
          <S>                                                               <C>
          Estimated fair value of net assets acquired other than
          in-process research and development (comprised of
          LongView's historical stockholders equity of $12,803, less:
          previously existing goodwill and identifiable intangibles of
          $17,383 plus: The net write up of the deferred revenue, taxes,
          assets not acquired and liabilities not assumed of $574.)            4,006
       Less:
          Expensed in-process research and development                        (2,000)
                                                                            --------
          Goodwill and identifiable intangibles (goodwill 15,836,
          existing technology $2,000, assembled workforce $700,
          customer list $5,800)                                             $ 24,336
 </TABLE>

     (b) Elimination of LongView's stockholders' equity accounts.

     (c) Elimination for nonrecurring charge related to the previous write-off
         of in-process research and development projects thereon of LongView in
         connection with LongView being acquired by another company in August of
         1998.

     (d) Amortization of goodwill and identifiable intangibles recognized in the
         purchase of LongView will be recognized on a straight-line basis over
         the following estimated useful lives:

                Goodwill                               5 years
                Assembled workforce                    5 years
                Customer list                          5 years
                Existing technology                    5 years

     (e) Elimination of previously existing goodwill and other identifiable
         intangibles and amortization thereon of LongView.

     (f) Decrease in interest income as a result of the reduction in cash that
         would have occurred to effectuate the merger.

     (g) Stockholders' equity adjustment for nonrecurring charge related to the
         write-off of in-process research and development projects acquired.

     (h) Elimination of the nonrecurring charge related to the purchase of
         LongView options in connection with LongView being acquired by BarCal
         during 1998.

     (i) Increase in deferred revenue to record the present value of costs that
         will be incurred to deliver future goods or services plus an allowance
         for normal profit on those costs to deliver the future goods or
         services.

     (j) To reflect the income tax effect of decreased interest income and
         increased amortization of the identifiable intangibles at the statutory
         rate of 34 percent.

     (k) To reflect estimated deferred income tax assets and liabilities arising
         from the purchase.

     (l) Adjustment for assets and liabilities that were not acquired or assumed
         as part of TenFold's acquisition of LongView.

 (3) Common Shares Outstanding

     Basic and diluted net loss per common share, have been calculated based
     upon the pro forma weighted average shares outstanding for each period
     presented.

<PAGE>

                                                                    Exhibit 99.1

                   CONSENT OF KPMG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (No.
333-79053) on Form S-8 of TenFold Corporation of our report dated November 12,
1999, relating to the balance sheet of The LongView Group, Inc. (Successor) As
of December 31, 1998, and the related statement of operations, changes in
stockholders' equity, and cash flows for the periods from August 21, 1998 to
December 31, 1998 (Successor period) and from February 1, 1998 to August 20,
1998 (Predecessor period), which report appears in this Current Report on Form
8-K/A of TenFold Corporation.

                                                      /s/ KPMG LLP

Salt Lake City, Utah
December 20, 1999

<PAGE>

                                                                    Exhibit 99.2

           CONSENT OF GATELY & ASSOCIATES, P.C. INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-79053) pertaining to the TenFold Corporation 1999 Employee Stock
Purchase Plan, the TenFold Corporation 1999 Stock Plan, and the 1993 Flexible
Stock Incentive Plan of our report dated April 21, 1998, except with respect to
the matters referred to in Notes 2(b), 9 and 10, as to which the date is
November 15, 1999 with respect to the financial statements of The LongView
Group, Inc. included in this Current Report on (Form 8-K/A) of TenFold
Corporation dated October 7, 1999 and filed December 21, 1999.

                                               /s/ GATELY & ASSOCIATES, P.C.

Wellesley, Massachusetts
December 21, 1999

<PAGE>

                                                                    Exhibit 99.3

                           STOCK PURCHASE AGREEMENT
                           ------------------------

          This STOCK PURCHASE AGREEMENT (the "Agreement") dated as of September
                                              ---------
30, 1999 between BARCLAYS CALIFORNIA CORPORATION, a California corporation (the
"Seller"), and TENFOLD CORPORATION, a Delaware corporation (the "Purchaser").
 ------                                                          ---------

          WHEREAS, the Seller is a member of a group of majority-owned
affiliated corporations and other entities the ultimate parent of which is
Barclays PLC (such group, the "Barclays Group" and each such member, a "Barclays
                               --------------                           --------
Group Member");
- ------------

          WHEREAS, the Seller owns all of the issued and outstanding shares of
capital stock (the "Shares") of The LongView Group, Inc., a Massachusetts
                    ------
corporation ("LongView");
              --------

          WHEREAS, Barclays Bank PLC owns all of the ordinary shares (the "UK
                                                                           --
Shares") of LongView UK Ltd., a corporation organized under the laws of England
- ------
and Wales ("LongView UK");
            -----------

          WHEREAS, the Purchaser wishes to purchase from the Seller, and the
Seller wishes to sell to the Purchaser, the Shares and the UK Shares (as defined
below), on the terms and subject to the conditions set forth herein; and

          WHEREAS, the Seller is purchasing from the Purchaser a multi-project,
worldwide, fully-paid, nonrefundable perpetual license to the Universal
Application and TenFold Componentware pursuant to a Master Software License and
Services Agreement dated as of the date hereof (the "Master License Agreement"),
                                                     ------------------------
for $4 million in cash.


          NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and undertakings of the parties hereto, and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and subject to the conditions hereof, the parties hereto
agree as follows:

                                   ARTICLE I
                                   ---------

                        PURCHASE AND SALE OF SECURITIES
                        -------------------------------

          1.1  Signing.  This signing of this Agreement was held at the offices
               -------
of the Seller at 45 Fremont Street, San Francisco, CA 94105, or at such other
location as the parties agreed, on September 30, 1999 (the "Signing").
                                                            -------

          1.2  Purchase and Sale of Shares.  Upon the terms and subject to the
               ---------------------------
conditions of this Agreement, effective as of the Closing (as defined below),
the Seller hereby sells, transfers, and assigns to the Purchaser, and the
Purchaser hereby purchases, accepts and assumes, all of the Shares and the UK
Shares, free and clear of all liens, claims, rights, charges, options, rights of
third parties, encumbrances, security interests or other restrictions or
limitations of any nature whatsoever ("Liens"), as well as all rights
                                       -----
appurtenant thereto.
<PAGE>

          1.3  Delivery of and Purchase Price for the Shares; Escrow.  (a)  To
               -----------------------------------------------------
facilitate the Closing, the Purchaser and the Seller have entered into an escrow
agreement, the form of which is attached hereto as Exhibit A (the "Escrow
                                                   ---------       ------
Agreement"), with Chase Manhattan Bank, N.A., a national banking association,
- ---------
acting as escrow agent (the "Escrow Agent").
                             ------------

          (b)  Contemporaneously with the execution of this Agreement, the
Seller has deposited the Shares and the UK Shares (as defined in Section
2.3(b)), in genuine and unaltered form, duly endorsed for transfer to or
accompanied by executed stock powers or stock transfer forms in the name of the
Purchaser, with any requisite stock transfer tax stamps, into escrow pursuant to
the Escrow Agreement; provided, that, notwithstanding the deposit of the Shares
                      --------
and the UK Shares into escrow, title to the Shares and the UK Shares shall
remain with the Seller until the Closing.

          (c)  Contemporaneously with the execution of this Agreement, and in
full payment for the Shares effective as of the Closing, the Purchaser has
deposited the following consideration (the "Purchase Price") into escrow
                                            --------------
pursuant to the Escrow Agreement; provided, that, notwithstanding the deposit of
                                  --------
the Purchase Price into escrow, title to the Purchase Price shall remain with
the Purchaser until the Closing:

               (i)   U.S. $10,000,000, in immediately available funds; and

               (ii)  A promissory note in the amount of U.S. $12,000,000, the
     form of which is attached hereto as Exhibit B (the "Promissory Note").
                                         ---------       ---------------

          (d)  The Escrow Agreement, Promissory Note and all other documents,
agreements, deeds, assignments, endorsements, certificates and instruments
(including instruments of transfer) executed or delivered by a party in
connection with the transactions contemplated hereby are hereinafter
collectively referred to as the "Ancillary Agreements" of such party.
                                 --------------------

          1.4  Other Deliveries at Signing.  Prior to or contemporaneously with
               ---------------------------
the execution of this Agreement, the following have been delivered and accepted
by the parties:

          (a)  The Seller has delivered to the Purchaser (i) a certified copy of
resolutions of the Seller's Board of Directors authorizing the execution,
delivery and performance of this Agreement, the Ancillary Agreements and the
transactions contemplated hereby and thereby, (ii) certified copies of the
Articles of Incorporation and By-laws of the Longview Entities, (iii) an
incumbency certificate of the persons signing this Agreement and the Ancillary
Agreements on behalf of the Seller, and (iv) resignations of each of the
following individuals: James Creighton, Andrea Zulberti, Joanne Medero, Terri
Slane, and Theda Haber and any other officer or director of either of the
LongView Entities who is an employee, officer or director of the Seller or any
other Barclays Group Member, effective as of the Closing. The Seller has also
delivered to Purchaser a true and correct copy of an extract of the minutes of
the Executive Committee of Barclays PLC approving the sale by the Seller of the
Shares to the Purchaser.

          (b)  The Purchaser has delivered to the Seller a certified copy of
resolutions of the Purchaser's Board of Directors authorizing the execution,
delivery and performance of this Agreement, the Ancillary Agreements and the
transactions contemplated hereby and thereby,
<PAGE>

together with an incumbency certificate of the persons signing this Agreement
and the Ancillary Agreements on behalf of the Purchaser.

          (c)  The Seller has delivered to the Purchaser, effective as of the
Closing Date, waivers from those Barclays Group Members to whom intercompany
obligations are owed by the LongView Entities, waiving the amounts referred to
in Section 4.3 of this Agreement.

          1.5  Closing.  (a)  The obligation of the Purchaser to purchase the
               -------
Shares and of the Seller to sell the Shares is subject only to the termination
or expiration of the waiting period applicable to the sale and purchase of the
Shares under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations thereunder (the "HSR Act"), without
                                                        -------
material objection from either the U.S. Federal Trade Commission (the "FTC") or
                                                                       ---
the U.S. Department of Justice (the "DOJ") that has not been fully satisfied.
                                     ---

          (b)  The parties agree that the forgoing condition shall be satisfied
upon the first to occur of (i) the posting of notice of early termination or
expiration of the waiting period on either the FTC's or the DOJ's website or
(ii) receipt by either the Seller or the Purchaser of written notification of
termination or expiration of the waiting period from the FTC or DOJ, in each
case without objection from either the FTC or DOJ that has not been fully
satisfied (the first of such to occur, the "Termination/Expiration Notice").
                                            -----------------------------

          (c)  Each party agrees to notify promptly the other party if it
receives any communication from the FTC or the DOJ regarding the transactions
contemplated hereby. Upon receipt by either the Seller or the Purchaser of the
Termination/Expiration Notice, the Seller and the Purchaser shall immediately
execute and deliver to the Escrow Agent a notice in the form of Exhibit A to the
Escrow Agreement (directing the Escrow Agent to release the Shares and the UK
Shares to the Purchaser and the Purchase Price to the Seller). The parties agree
that if a duly executed notice in the form of Exhibit A to the Escrow Agreement
has not been delivered to the Escrow Agent within 12 hours of either party's
receipt of the Termination/Expiration Notice pursuant to Sections 1.5(b)(i) or
1.5(b)(ii), either the Seller or the Purchaser shall have the right to execute
and deliver to the Escrow Agent and the other party a notice in the form of
Exhibit B to the Escrow Agreement (directing the Escrow Agent to release the
Shares and the UK Shares to the Purchaser and the Purchase Price to the Seller).

          (d)  If either the FTC or the DOJ raises an objection to the sale and
purchase of the Shares and the UK Shares contemplated hereby, the parties shall
promptly consult with each other in good faith regarding whether to restructure,
proceed with or abandon the sale, in light of the nature of the objection
raised. In the event the parties agree to abandon the sale, the Seller and
Purchaser shall execute and deliver to the Escrow Agent a notice in the form of
Exhibit C to the Escrow Agreement (directing the Escrow Agent to return the
Shares and the UK Shares to the Seller and the Purchase Price to the Purchaser).

          (e)  The time (if any) at which the Escrow Agent releases the Shares
and the UK Shares to the Purchaser and the Purchase Price to the Seller is
hereinafter referred to as the "Closing" and the date on which the Closing
                                -------
occurs is hereinafter referred to as the "Closing Date."
                                          ------------
<PAGE>

          1.6  Commercially Reasonable Efforts.  Each party shall use its
               -------------------------------
commercially reasonable efforts to satisfy the condition set forth in Section
1.5(a) and otherwise to consummate the transactions contemplated by this
Agreement as expeditiously as possible.

          1.7  Further Assurances.  Each party shall, at the request of the
               ------------------
other party, at any time and from time to time following the Closing promptly
execute and deliver, or cause to be executed and delivered, to such requesting
party all such further instruments and take all such further action as may be
reasonably necessary or appropriate to more effectively transfer, assign,
convey, grant and confirm to the Seller and the Purchaser, or to perfect or
record the Seller's and the Purchaser's title to or interest in, or to enable
the Seller and the Purchaser to possess and use, the Promissory Note and the
Shares and the UK Shares, respectively, or otherwise to confirm or carry out the
provisions of and transactions contemplated by this Agreement.


                                  ARTICLE II
                                  ----------

                   REPRESENTATIONS AND WARRANTIES OF SELLER
                   ----------------------------------------

           The Seller represents and warrants to the Purchaser that:

          2.1  Due Organization, Etc.  Each of LongView and LongView UK (each, a
               ---------------------
"LongView Entity" and, together, the "LongView Entities") and the Seller is a
 ---------------                      -----------------
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation with full power and authority to own,
lease and operate its assets and to carry on its business as now conducted.  The
Purchaser has been furnished true, correct and complete copies of the Articles
of Incorporation, By-laws or other documents of organization of each of the
LongView Entities, copies of which are attached as Schedule 2.1. Copies of all
                                                   ------------
minutes of, or the unanimous consents in lieu thereof, the meetings of the
stockholders and board of directors (and any committee thereof) of each of the
Longview Entities have been made available to Purchaser by Seller and are true,
complete and accurate records of all such meetings and consents that have been
held or given by them. All amendments to, and articles of merger, certificates
of designation and other filings with respect to, the articles of incorporation
of the LongView Entities were made in accordance with the articles of
incorporation of the applicable LongView Entity (as in effect before the
amendment of the articles or filings with respect thereto), and the By-laws of
the applicable LongView Entity and all requirements of applicable law (including
the giving of proper notice of dissenter's and/or appraisal rights in connection
with any such amendment or other actions requiring such notice), without
violation of any preemptive or other rights, and each of the LongView Entities
at all times has otherwise complied with its articles of incorporation and By-
laws as in effect at the applicable time.

          2.2  Due Authority; No Breach.  The Seller has all requisite power and
               ------------------------
authority to enter into this Agreement and each of the Ancillary Agreements and
to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and each of the Ancillary Agreements and the
consummation of the transactions provided for hereby and thereby have been duly
authorized by the Board of Directors of the Seller and the Executive Committee
of Barclays PLC and no other proceeding on the part of the Seller or any
<PAGE>

other Barclays Group Member is necessary to authorize the execution or delivery
of this Agreement or the Ancillary Agreements or the consummation of any of the
transactions contemplated hereby or thereby. Each of this Agreement and the
Ancillary Agreements has been duly executed and delivered by the Seller and,
assuming due execution and delivery by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller enforceable against it in accordance with
the terms thereof, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in an
action at law or a suit in equity). Neither the execution and delivery of this
Agreement or any Ancillary Agreement, the performance by the Seller of its
obligations hereunder or thereunder nor the consummation of the transactions
provided for hereby or thereby does or will:

          (i)   conflict with or violate any provision of the Certificate of
Incorporation, By-laws or any other document of organization of the Seller or
either of the LongView Entities;

          (ii)  except as set forth on Schedule 2.2(ii), violate, conflict with
                                       ----------------
or result in the breach or termination of, or otherwise give any other person or
entity the right to accelerate, renegotiate or terminate or receive any payment,
or require any consent, or constitute a default, event of default (or an event
which with notice, lapse of time, or both, would constitute a default or event
of default), under the terms of, any Material Contracts (as defined in Section
2.7), or any permits, authorizations, approvals, registrations or licenses
granted by or obtained from any governmental, administrative or regulatory
authority ("Permits"), to which the Seller or either of the LongView Entities is
            -------
a party or by which any of them or their respective securities, properties or
businesses are bound, other than consents which shall have been obtained on or
before the Closing Date;

          (iii) result in the creation of any Liens upon the Seller's or
either of the LongView Entities' respective securities, properties or
businesses;

          (iv)  constitute a violation by the Seller or either of the LongView
Entities of any laws, rules, ordinances or regulations of any governmental,
administrative or regulatory authority ("Laws") or any judgments, orders,
                                         ----
decrees, injunctions, rulings or awards of any court, arbitrator or other
judicial authority or any governmental, administrative or regulatory authority
("Judgments"); or
  ---------

          (v)   require any consent, approval, waiver, order or authorization
of, or registration, declaration or filing with, any federal, state, local or
foreign governmental or regulatory authorities (each, an "Authority") on the
                                                          ---------
part of the Seller or either of the LongView Entities, other than (A) those
which shall have been obtained on or before the Closing Date and (B) the pre-
merger notification requirements of the HSR Act.

          2.3   Capitalization.  (a)  The entire authorized capital stock of
                --------------
LongView consists of 5,000,000 shares of common stock, no par value per share,
of which 3,608,000 shares are issued and outstanding. All of the Shares are duly
authorized, validly issued, fully paid and nonassessable. The Seller has good
and marketable title to, and is the lawful record owner of, all of the Shares,
free and clear of any Liens. Immediately following the delivery of the Shares by
<PAGE>

the Escrow Agent to the Purchaser on the Closing Date, the Purchaser shall have
good and marketable title to the Shares, free and clear of any Liens.

          (b)  The entire authorized capital stock of LongView UK consists of
300,000 ordinary shares, all of which are issued and outstanding. All of the UK
Shares are duly authorized, validly issued, fully paid and nonassessable.
Barclays Bank PLC has good and marketable title to, and is the lawful record
owner of, all of the UK Shares, free and clear of any Liens. Immediately
following the delivery of the UK Shares by the Escrow Agent to the Purchaser on
the Closing Date, the Purchaser shall have good and marketable title to the UK
Shares, free and clear of any Liens.

          (c)  There are not authorized or outstanding any subscriptions,
options, conversion rights, warrants or other agreements, securities or
commitments of any nature whatsoever (whether oral or written and whether firm
or conditional) obligating either of the LongView Entities to issue, deliver or
sell, or cause to be issued, delivered or sold, any authorized or outstanding
shares of the capital stock of any class or series, or any securities
convertible into or exchangeable for shares of capital stock of any class or
series, of either of the LongView Entities or obligating either of the LongView
Entities to grant, extend or enter into any such agreement or commitment.

          (d)  There are no outstanding or authorized stock appreciation,
phantom stock or similar rights with respect to the LongView Entities or the
Shares or the UK Shares. There are no voting trusts, proxies or any other
agreements or understandings with respect to the voting of any of the capital
stock of either of the LongView Entities; and neither of the LongView Entities
is subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire the Shares or the UK Shares or any other securities
of any kind or class of either of the LongView Entities.

          (e)  The corporate record books (including the stock records) of each
of the LongView Entities are complete, accurate and up to date in all material
respects with all necessary signatures and set forth all meetings and actions
taken by the shareholders and directors of each of the LongView Entities as
required by law or the By-laws of the LongView Entities and all transactions
involving the Shares or the UK Shares.

          2.4  Equity Investments.  Other than the UK Shares, neither of the
               ------------------
LongView Entities owns any shares of or equity or other investment interest,
either of record, beneficially or equitably, in any association, partnership,
joint venture or other legal entity.

          2.5  Qualification.  Each of the LongView Entities is duly qualified
               -------------
and licensed to do business as a foreign corporation, and is in good standing,
in each jurisdiction where the character of the properties it owns, operates or
holds under lease or the nature of its activities make such qualification
necessary, except where the failure to be so qualified has not and would not
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the business prospects, results of operations, properties
(including intangible properties), assets, liabilities or financial condition of
the LongView Entities taken as a whole (a "Material Adverse Effect").  Schedule
                                           -----------------------     --------
2.5 lists the jurisdictions in which each of the LongView Entities is qualified
- ---
to do business as a foreign corporation.
<PAGE>

          2.6  Title to Property; Condition; Sufficiency.  (a)  Neither of the
               -----------------------------------------
LongView Entities owns any real property.  Schedule 2.6 lists all real property
leased, occupied or used by either of the LongView Entities.  Except as set
forth on Schedule 2.6, each of the LongView Entities has (i) with respect to the
real property that is leased by it, a valid and subsisting leasehold estate,
free and clear of all Liens, and (ii) with respect to all other assets owned by
it, good and marketable title, in each instance free and clear of all Liens
(other than purchase money security interests granted in the ordinary course of
business in each case in an amount less than $10,000).

          (b)  Except as listed on Schedule 2.6, the properties and other assets
                                   ------------
owned or leased by the LongView Entities are in good operating condition and
repair and include all properties and other assets reasonably necessary for the
conduct of the business and activities conducted by the LongView Entities as of
the date hereof.

          2.7  Contracts.  (a)  Schedule 2.7(a) sets forth a list of all of the
               ---------        ---------------
agreements, contracts and arrangements to which either of the LongView Entities
is a party or by which any of its assets or properties are bound or affected and
that are material to the condition (financial or otherwise), assets, business or
future prospects of the LongView Entities taken as a whole including, without
limitation, (i) agreements relating to capital expenditures or the acquisition
of tangible or intangible property involving amounts in excess of $50,000, (ii)
contracts or agreements prohibiting or limiting the ability of either of the
LongView Entities (A) to engage in any line of business, (B) to compete with any
individual, corporation, partnership, firm, joint venture, association, joint-
stock company, trust, unincorporated organization, Authority or other entity
(each, a "Person"), or (C) to carry on or expand the nature of geographical
          ------
scope of its business, (iii) contracts, agreements or purchase orders with any
supplier, other than purchase orders in the ordinary course of business, (iv)
contracts or agreements relating to present or ongoing software development or
maintenance and support, as well as contracts or agreements relating to past
software development or maintenance and support entered into by either LongView
Entity on or after September 1, 1998, (v) licenses granted by either of the
LongView Entities to any Person, (vi) contracts or agreements that reasonably
may be expected to involve future obligations or benefits in excess of $50,000,
(vii) contracts or agreements with the Seller or any other member of the
Barclays Group, (viii) loan agreements, letters of credit, guarantees or
agreements evidencing indebtedness for borrowed money of either of the LongView
Entities, (ix) leases of real property, (x) contracts or agreements with current
employees, consultants or independent contractors, as well as contracts or
agreements with former employees, consultants or independent contractors entered
into by either LongView Entity on or after September 1, 1998, (xi) powers of
attorney, (xii) other than as set forth above, contracts or agreements entered
into outside the course of ordinary business, and (xiii) product or service
warranties or other similar undertakings (all such agreements, contracts and
arrangements, the "Material Contracts").  The Seller has made available to the
                   ------------------
Purchaser a copy of each Material Contract.

          (b)  Each Material Contract is a legal, valid and binding agreement of
such LongView Entity, enforceable against it in accordance with its terms, and
will continue as such following the Closing, and to the knowledge of each of the
Seller and the LongView Entities is a legal, valid and binding agreement of each
other party thereto, enforceable in accordance with its terms (in each case,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, and subject, as to enforceability, to general
principles of equity
<PAGE>

(regardless of whether enforcement is sought in an action at law or a suit in
equity)). Except as set forth on Schedule 2.7(b), no party to any Material
                                 --------------
Contract has given any notice of termination, nor does the Seller or either of
the LongView Entities have any reason to believe that such a notice will be
given.

          (c)  Except as set forth on Schedule 2.7(c), no default or event of
                                      ---------------
default has occurred with respect to either LongView Entity and, to the
knowledge of each of the Seller and the LongView Entities, there exists no
condition or event which, after notice or lapse of time or both, would
constitute a default by either of the LongView Entities under such Material
Contract, or would give to any other Person any rights of termination,
cancellation or acceleration of any performance required thereunder or result in
the creation of any Lien or any additional or changed obligation of either of
the LongView Entities. Neither LongView Entity has waived any material right
under or with respect to any of the Material Contracts.

          (d)  Except as set forth on Schedule 2.7(d), to the knowledge of each
               --------------------------------------
of the Seller and the LongView Entities, none of the other parties to the
Material Contracts is in default thereunder, nor is either of the LongView
Entities or the Seller aware of any event which, with the passage of time, the
giving of notice or both, would constitute a default under such Material
Contract by such other party.

          (e)  Except as set forth in Schedule 2.7(e), neither of the LongView
                                      ---------------
Entities has provided or entered into any loans of money or property to the
officers or employees of either of the LongView Entities, excluding travel and
similar advances made in the ordinary course of business.

          2.8  Insurance.  Schedule 2.8 hereto contains a complete and correct
               ---------   ------------
list of all insurance policies (excluding any insurance described on Schedule
2.14(a)) maintained by either of the LongView Entities or by any Person for the
benefit of the LongView Entities. With respect to each insurance policy
maintained by either LongView Entity, the Seller has made available to the
Purchaser a schedule of required premiums under each such policy and complete
and correct copies of all such policies together with all riders and amendments
thereto. Attached to Schedule 2.8 is a summary of any policy maintained by any
Person other than a LongView Entity for the benefit of either LongView Entity.
Such policies are in full force and effect, and all premiums due thereon have
been paid. The applicable LongView Entity has complied in all material respects
with the provisions of such policies. No notice has been received canceling or
threatening to cancel or refusing to renew any of such insurance. Except for the
policy described in the attachment to Schedule 2.8, the rights of the insured
under such policies will not be terminated or adversely affected by the Closing
or the consummation of the other transactions contemplated hereby. To the
knowledge of each of the Seller and the LongView Entities, there is currently no
basis for any insurance claim by either of the LongView Entities.

          2.9  Intellectual Property.  (a)  Schedule 2.9(a) lists all items of
               ---------------------        ---------------
computer software, trademarks, trade names, fictitious names, service marks,
patents and copyrights in which either of the LongView Entities has an interest,
other than third party software that is subject to a shrink-wrap license, and
lists the nature of that interest (collectively, the "Intellectual Property").
                                                      ---------------------
Each LongView Entity owns or holds all of the rights to use, license and
commercialize the Intellectual Property in the manner currently used, licensed
or commercialized
<PAGE>

by such LongView Entity. To the knowledge of each of the Seller and the LongView
Entities, none of the Intellectual Property nor any of the products or services
sold or provided by either of the LongView Entities nor any of the processes
used or the business practices followed by either of the LongView Entities
infringes or has infringed upon any trademark, trade name, fictitious name,
service mark, patent, copyright or other intellectual property right of any
Person, or constitutes misappropriation of trade secrets. The Intellectual
Property constitutes all intellectual property necessary for the conduct
immediately following the Closing of the business of the LongView Entities in
all material respects as conducted as of the date hereof. Neither of the
LongView Entities is obligated to pay any license fee, royalty or other payment
with respect to any of the Intellectual Property, except as disclosed on
Schedule 2.9(a). To the knowledge of each of the Seller and the LongView
- --------------
Entities, no Person is producing, providing, selling or using products or
services that would constitute an infringement of any of the Intellectual
Property or a misappropriation of trade secrets in any of the Intellectual
Property.

          (b)  Schedule 2.9(b) identifies all Intellectual Property developed by
               ---------------
or on behalf of or otherwise owned by, or licensed to third Persons by, either
of the LongView Entities (the "Proprietary IP").  Except as set forth on
                               --------------
Schedule 2.9(b), the LongView Entities own the trademarks, trade names,
- ---------------
fictitious names, services marks, patents, copyrights, trade secrets and other
intellectual property included in the Proprietary IP free and clear of all
Liens.  Except as disclosed on Schedule 2.9(b), no Person (including the Seller)
                               ---------------
other than the LongView Entities has any (i) ownership interest in the
Proprietary IP, (ii) right to use the Proprietary IP or (iii) right to prevent
the LongView Entities from using, licensing, creating derivative works of and
commercializing any of the Proprietary IP in the manner the LongView Entities
are currently using, licensing, creating derivative works of and commercializing
such Proprietary IP or have committed to do so.

          (c)  Schedule 2.9(c) identifies all computer software and other
               ---------------
products (including maintenance and support services) that are marketed,
offered, licensed, sublicensed, sold, distributed or commercialized by or on
behalf of the LongView Entities (including products for which either LongView
Entity may have a contingent obligation to market, offer, license, sublicense,
sell, distribute or commercialize) (the "Software Products"). Except as set
                                         -----------------
forth on Schedule 2.9(c), LongView owns the intellectual property in and the
         ---------------
right, directly and indirectly, to copy, publish, distribute, create derivative
works of, run, perform, license and commercialize the Software Products. For all
the Software Products for which LongView does not own the intellectual property,
LongView has valid and fully paid for all software and other licenses necessary
for the past and current use, licensing, creation of derivative works and
commercialization of the Software Products by the Long View Entities.

          (d)  Except as set forth on Schedule 2.9(d), the Software Products are
designed to be used prior to, during and after the calendar year 2000 A.D., and
will operate during each such time period without error relating to date data,
specifically including any error relating to, or the product of, date data that
represents or references different centuries or more than one century, including
the fact that the year 2000 is a leap year ("Y2K Compliant"); provided, that it
                                             -------------    --------
is understood and agreed that any failure to comply with the conditions set
forth herein that results from non-compliant hardware, operating system
software, or third-party software products that are not Software Products shall
not constitute a breach by the Seller of the representation and warranty herein.
<PAGE>

          (e)  Except as set forth on Schedule 2.9(e), the Software Products
                                      ---------------
developed by either LongView Entity have been developed in a workmanlike manner.

          (f)  Each LongView Entity shall have at Closing the source code of all
versions currently utilized by such LongView Entity and installations of its
Software Products. The Seller has made available to the Purchaser copies of all
license agreements for any computer programs licensed from the Seller or third
Persons and used by the LongView Entities, other than computer programs that are
subject to a shrink-wrap license.

          (g)  The LongView Entities have fully paid for all licenses for third
party software that is subject to a shrink-wrap license used in the internal
operations of the LongView Entities, including the licenses appropriate for the
actual number of current and past users of such software. All such licenses are
valid and enforceable against the respective LongView Entity and, to the
knowledge of the Sellers and each LongView Entity, are valid and enforceable
against each other party thereto.

          2.10 Government Permits.  Each LongView Entity holds all Permits from
               ------------------
an Authority that are necessary or required for the conduct of its business as
currently conducted, other than those the failure of which to obtain have not
had and would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. All such Permits are listed on Schedule
2.10 are valid and in full force and effect, and no proceeding is pending, or,
to the knowledge of each of the Seller and the Long View Entities, threatened,
to modify, suspend, revoke or otherwise limit any of such Permits and no action
by any Authority has been taken or, to the knowledge of each of the Seller and
the LongView Entities, is threatened, in connection with the expiration,
revocation, modification or renewal of any of such Permits which if successful
would reasonably be expected to have a Material Adverse Effect.

          2.11 Taxes and Tax Returns.  (a) Each LongView Entity has filed on a
               ---------------------
timely basis all returns (including information returns) and reports of all
Taxes (as defined below) required to be filed by it and has timely given and
delivered all Tax notices, accounts and information required to be given by it
in respect of Taxes for which it may be liable. To the knowledge of each of the
Seller and the LongView Entities, all information provided in such returns,
reports, notices, accounts and information was, when filed or given, complete
and accurate in all material respects. Except as set forth on Schedule 2.11(a),
                                                              ----------------
all Taxes required to be paid by either of the LongView Entities that were or
are due and payable have been paid. Adequate provisions in accordance with
applicable generally accepted accounting principles consistently applied have
been made in the LongView Entities' Financial Statements (as defined in Section
2.12) for the payment of all Taxes for which such LongView Entity may be liable
for the periods covered thereby that were not yet due and payable as of the
dates thereof, regardless of whether the liability for such Taxes is disputed.

          (b)  Except as set forth in Schedule 2.11(b), to the knowledge of each
                                      ----------------
of the Seller and the LongView Entities, there are (i) no pending or threatened
audits, investigations, claims, suits or other proceedings for or relating to
any Taxes for which either of the LongView Entities may become, directly or
indirectly, liable; (ii) no material deficiencies for Taxes of the LongView
Entities have been claimed, proposed or assessed by any taxing or other
governmental authority; (iii) no matters under discussion by the LongView
Entities with any governmental
<PAGE>

authorities with respect to Taxes that could result in any additional amount of
Taxes of the LongView Entities; (iv) no extension of a statute of limitations
(whether arising by reason of a waiver, claim for refund, or otherwise) relating
to Taxes of the LongView Entities in effect nor any requests for such are
pending; (v) no requests for rulings or determinations in respect of Taxes of
either of the LongView Entities pending with any governmental Authority; and
(vi) no examinations completed with respect to either LongView Entity's Tax
returns that were filed on or after January 1, 1993 and before the Closing Date.

          (c)  The Seller has furnished or made available to the Purchaser
complete and accurate copies of all returns and reports of all Taxes filed by
the LongView Entities on or prior to the date hereof. Except as set forth on
Schedule 2.11(c), each of the LongView Entities has collected or withheld all
- ----------------
Taxes that it is required to collect or withhold. Except as set forth on
Schedule 2.11(c), upon consummation of the transactions contemplated hereby,
neither of the LongView Entities will be a party to or bound by any Tax
indemnity, Tax sharing or Tax allocation agreement (whether written or unwritten
or arising under operation of federal law as a result of being a member of a
group filing consolidated tax returns, under operation of certain state laws as
a result of being a member of a unitary group or under comparable laws of other
states or foreign jurisdictions), or any other contractual obligation to pay the
Tax obligations of another person or to pay Tax obligations relating to
transactions of another person.

          (d)  LongView has never elected to be treated as an S corporation
pursuant to section 1362(a) of the Code. LongView has never been a party to any
transaction intended to qualify under Code section 355 or any corresponding
provision of state law. The Seller is a United States person within the meaning
of the Code. LongView does not have and has not had a permanent establishment in
any foreign country, as defined in any applicable tax treaty or convention
between the United States of America and such foreign country, and LongView has
not engaged in a trade or business within any foreign country. Except for an
establishment in the United Kingdom, LongView UK does not have and has not had a
permanent establishment in any foreign country, as defined in any applicable tax
treaty or convention between the United States of America and such foreign
country, and LongView UK has not engaged in a trade or business within any
country except Great Britain. All material elections with respect to the Taxes
of the LongView Entities made during the fiscal years ending January 31, 1996,
1997 and 1998 and August 31, 1998 and December 31, 1998 are reflected on their
respective Tax returns for such periods, copies of which have been provided or
made available to the Purchaser. After the date of this Agreement, no material
election with respect to Taxes will be made without the prior written consent of
the Purchaser, which consent will not be unreasonably withheld or delayed.
Neither of the LongView Entities is a party to any joint venture, partnership or
other arrangement or contract that could be treated as a partnership for United
States federal income tax purposes. Neither of the Longview Entities will be
required to include any material adjustment in taxable income for any Tax period
(or portion thereof) beginning after the Closing Date pursuant to Code section
481 or 263A or any comparable provision under state or foreign Tax law as a
result of transactions, events, or accounting methods employed prior to the
Closing Date.

          (e)  "Tax" and "Taxes" shall mean (i) all taxes, assessments, levies,
                ---       -----
imposts, duties, fees, withholdings, or other similar governmental charges,
including, without limitation, income taxes, franchise taxes, transfer taxes or
fees, sales taxes, excise taxes, ad valorem taxes,
<PAGE>

withholding taxes, minimum taxes and social security taxes, and (ii) any
interest, penalties or additions to tax imposed on a Tax described in clause (i)
hereof, imposed by any national, regional, local or foreign government or
subdivision or agency of any of the foregoing.

          2.12 Financial Statements; Liabilities.  (a)  The Seller has furnished
               ---------------------------------
the Purchaser with the LongView Entities' financial statements and balance
sheets listed on and attached to Schedule 2.12 (the "Financial Statements").
                                 -------------       --------------------
Each of the Financial Statements and notes thereto has been prepared from the
books and records of the LongView Entities in accordance with the generally
accepted accounting principles, practices and methods applicable to the
applicable LongView Entity, applied on a consistent basis (except as otherwise
disclosed therein) and presents fairly the financial condition and results of
operations of the applicable LongView Entity as of the respective dates and for
the periods specified therein except, in the case of interim financial
statements, for normal year-end audit adjustments.

          (b)  Neither of the LongView Entities has any liabilities or
obligations of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, which are of a type required to be reflected
on, or described in a footnote to, an audited balance sheet prepared under the
generally accepted accounting principles, practices or methods applicable to
such LongView Entity, except to the extent specifically disclosed or provided
for in the applicable Financial Statement or incurred since the date of such
Financial Statement in the ordinary and usual course of business consistent with
past practices, except as set forth on Schedule 2.12(b).
                                       ----------------

          (c)  The books of account and other records of the LongView Entities
are complete and correct and have been maintained in accordance with sound
business practices.

          2.13 Absence of Certain Changes and Events.  Except as permitted by
               -------------------------------------
Section 4.3 or set forth on Schedule 2.13, since August 31, 1999 through the
                            -------------
date hereof, each of the LongView Entities has conducted its business only in
the ordinary and usual course consistent with past practice and no event or
development has occurred that has had or would be reasonably expected to have a
Material Adverse Effect. Without limiting the generality of the first sentence
of this Section 2.13, except as permitted by Section 4.4 or set forth on
Schedule 2.13, since August 31, 1999 through the date hereof, neither of the
- -------------
LongView Entities has:

          (a)  Authorized for issuance, issued, delivered or sold any debt or
equity securities, or altered the terms of any outstanding securities issued by
it;

          (b)  Declared, paid or set aside for payment any dividend or other
distribution (whether in cash, stock or property or otherwise) in respect of any
shares of capital stock, or redeemed, purchased or otherwise acquired such
shares, any securities convertible into or exchangeable for such shares or any
options, warrants or other rights to purchase or subscribe to any of the
foregoing;

          (c)  Paid, discharged or satisfied any liability or obligation or
forgiven or otherwise cancelled any debt or claims or waived any rights (whether
accrued, absolute, contingent or otherwise) other than the payment, discharge or
satisfaction in the ordinary and usual course of business and consistent with
past practice, of liabilities or obligations shown or
<PAGE>

reflected on the Financial Statements or incurred in the ordinary and usual
course of business since August 31, 1999;

          (d)  Except in the ordinary and usual course of business and
consistent with past practice, permitted or allowed any assets (whether real,
personal or mixed, tangible or intangible) to be subjected to any Lien (other
than purchase money security interests granted in the ordinary course of
business);

          (e)  Written off as uncollectible any notes or accounts receivable
other than in immaterial amounts or in the ordinary and usual course of business
consistent with past practice;

          (f)  Cancelled or waived any claims or rights of value or sold,
transferred, distributed or otherwise disposed of any assets other than in the
ordinary and usual course of business and consistent with past practice;

          (g)  Granted any increase in the compensation of any officer,
director, employee or agent, whether now or hereafter payable, or granted any
severance or termination pay in respect of any such person, or entered into or
varied the terms of any employment agreement with any such person or adopted,
amended in any material respect or terminated any Benefit Plan under ERISA (as
defined in Section 2.15), non-ERISA arrangement, bonus, profit sharing or other
employee benefit plan, agreement or arrangement of general applicability for the
benefit of its officers, directors or employees;

          (h)  Made any material capital expenditure or material commitment for
additions to property or equipment or other capital expenditures, or leased or
agreed to lease any material assets;

          (i)  Made any material change in any method of accounting or keeping
its books of account or accounting practices, except as required as a result of
changes in the generally accepted accounting practices applicable to such
LongView Entity;

          (j)  Incurred any material indebtedness for borrowed money or any
other material obligation or liability other than liabilities incurred in the
ordinary and usual course of business consistent with past practice;

          (k)  Amended its Articles of Incorporation, By-laws or other
organizational documents;

          (l)  Suffered any strike or other material employment-related problem;

          (m)  Suffered any loss of any key employee or key customer;

          (n)  Commenced or terminated any line of business;

          (o)  Amended or given any consents under any Material Contracts;
<PAGE>

          (p)  Taken any action or omitted to take any action that is reasonably
likely to result in the occurrence of, or agreed or committed to do, any of the
foregoing (other than as expressly contemplated by this Agreement).

          2.14 Employment Matters.  (a)  Schedule 2.14(a) sets forth a complete
               ------------------        ----------------
list of each material plan, program, arrangement or agreement that is an
employment, consulting or deferred compensation agreement, or an executive
compensation, bonus, employee pension, profit-sharing, savings, retirement,
stock option, stock purchase, severance pay, life, health, disability or
accident insurance plan, or vacation, or other employee benefit plan, program,
arrangement, agreement or commitment, including, without limitation, any
"employee benefit plan" as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") (each such plan, a "Benefit
                                          -----                       -------
Plan"), to the extent such Benefit Plan is maintained for the benefit of current
- ----
or former officers or employees of a LongView Entity (each such Benefit Plan, a
"Schedule 2.14 Plan").  Except as set forth on Schedule 2.14, neither LongView
 ------------------                            -------------
Entity has any binding commitment to create any additional material Benefit Plan
or to modify or change any existing Schedule 2.14 Plan.

          (b)  Except as set forth in Schedule 2.14, with respect to each
Schedule 2.14 Plan, (i) all material payments due from either of the LongView
Entities to date have been made and all material amounts properly accrued to
date as liabilities of the applicable LongView Entity that have not been paid
have been properly recorded on the books of such LongView Entity, (ii) each
LongView Entity has complied in all material respects with, and each such
Schedule 2.14 Plan complies in all material respects with, currently applicable
provisions of all applicable Laws (including, without limitation and to the
extent applicable, ERISA and the Internal Revenue Code of 1986, as amended (the
"Code")), (iii) there are no material actions, suits or claims pending (other
 ----
than routine claims for benefits) or, to the knowledge of each of the Seller and
the LongView Entities, threatened with respect to any such Schedule 2.14 Plan or
against the assets of any such Schedule 2.14 Plan and (iv) each Schedule 2.14
Plan which is intended to be qualified under Section 401(a) of the Code has
received a favorable determination letter from the Internal Revenue Service.

          (c)  No Schedule 2.14 Plan provides benefits, including, without
limitation, death or medical benefits (whether or not insured) with respect to
any current or former employee of the applicable LongView Entity beyond their
retirement or other termination of service (other than (i) coverage mandated by
applicable Law, (ii) retirement or death benefits under any employee pension
plan, (iii) disability benefits under any employee welfare plan that have been
fully provided for by insurance or otherwise, (iv) deferred compensation
benefits accrued as liabilities on the books of LongView or (v) benefits in the
nature of severance pay).

          (d)  No Schedule 2.14 Plan is a Benefit Plan subject to Title IV of
ERISA.

          (e)  With respect to each Schedule 2.14 Plan, the Seller has made
available to the Purchaser, if applicable, true and complete copies of: (a) the
most recent versions of all plan documents and all amendments thereto; (b) all
trust instruments and insurance contracts; (c) the last two Forms 5500 filed
with the Internal Revenue Service; (d) the most recent actuarial report and
financial statement; (e) the most recent summary plan description; (f) any and
all forms filed
<PAGE>

with the PBGC; and (g) the most recent determination letter issued by the
Internal Revenue Service.

          (f)  Neither LongView Entity has violated any material provision of
any Law or arbitration award of any court, arbitrator or any government agency
regarding the terms and conditions of employment of employees, former employees
or prospective employees or other labor related matters, including, without
limitation, Laws and awards relating to discrimination, fair labor standards and
occupational health and safety, wrongful discharge or violation of the personal
rights of employees, former employees or prospective employees.

          (g)  There is no labor strike, dispute, organizing effort, slowdown or
stoppage actually pending or, to the knowledge of the Seller and the LongView
Entities, threatened against or involving either of the LongView Entities, or
collective bargaining agreement to which either of the LongView Entities has
been a party in the past five years.

          (h)  Neither LongView Entity is a party to any collective bargaining
agreement and there are no labor unions or other organizations representing,
purporting to represent, or to the knowledge of each of the Seller and the
LongView Entities, attempting to represent any employee of either of the
LongView Entities.

          2.15 Employment, Severance and Termination Agreements, Etc.  Schedule
               -----------------------------------------------------   --------
2.15 lists all employment, severance, "golden parachute" or termination or
- ----
compensation agreements, arrangements or understandings of either of the
LongView Entities with any present director, officer, employee, consultant or
group of employees of such LongView Entity, other than agreements (listed on
Schedule 2.15) terminable by the applicable LongView Entity at will without
- -------------
expense or liability to such LongView Entity. Except as set forth on Schedule
2.15, none of the agreements, arrangements or understandings listed on Schedule
2.15 provides for payments by either of the LongView Entities in connection with
any change in control of a LongView Entity, and no payment amount will be become
due from either of the LongView Entities to any current or former employee,
consultant, officer or director of such LongView Entity solely as a result of
the transactions contemplated by this Agreement. The Seller has delivered to the
Purchaser a true and complete list of all of the officers, senior managers and
directors of each of the LongView Entities, specifying their respective office
and annual rate of compensation, and a true and complete list of the respective
employees of the LongView Entities employed as of September 23, 1999, setting
forth each such employee's compensation and date of hire. Except as disclosed in
Schedule 2.14 or 2.15, the LongView Entities have no material obligations,
- ---------------------
contingent or otherwise with respect to employees employed by either of the
LongView Entities: (i) under any employment contract, agreement, commitment,
undertaking or understanding, plan, program, policy or arrangement; (ii) under
any bonus, incentive or deferred compensation contract, agreement, commitment,
undertaking or understanding, plan, program, policy or arrangement (including
one for severance or other payments conditioned upon a change of control of the
LongView Entities); (iii) under any pension, profit-sharing, stock purchase or
any other such plan, program or arrangement; or (iv) under any arrangement that
has resulted or could result in the payment of any "excess parachute payment" as
defined in Section 280G of the Code (without regard to subsection (b)(4)
thereof).
<PAGE>

          2.16 Litigation; Compliance with Law.  (a)  Except as set forth on
               -------------------------------
Schedule 2.16 or Schedule 2.11(b), there is no judicial, administrative,
- -------------
arbitral or alternative dispute resolution proceeding, suit or investigation
pending or, to the knowledge of each of the Seller and the LongView Entities,
threatened by or against a LongView Entity, including, without limitation, with
respect to or affecting the business or financial condition of either of the
LongView Entities, or the consummation of the transactions contemplated hereby.
Neither LongView Entity is a party to, or subject to the provisions of, any
Judgment. The Seller has made available to the Purchaser copies of all available
audit response letters received by or with respect to the LongView Entities for
the past five years. Neither of the LongView Entities has tendered the defense
of any claim to an insurance carrier.

          (b)  Except as set forth in Schedule 2.16(b), the business of each of
                                      ----------------
the LongView Entities is being conducted in compliance with all applicable Laws
and Judgments of any court or Authority, except for such noncompliance that,
individually and in the aggregate, has not had and would not reasonably be
expected to have a Material Adverse Effect.

          2.17 No Brokers.  No Person has acted on behalf of the Seller or
               ----------
either of the LongView Entities in connection with the transactions contemplated
by this Agreement in such manner as to give rise to any valid claim against the
Purchaser or either of the LongView Entities for any broker's or finder's fee or
similar compensation in connection with the transactions contemplated by this
Agreement.

          2.18 Relationships with Related Persons.  Except as set forth in
               ----------------------------------
Schedule 2.18, neither the Seller nor any other Barclays Group Member (other
- -------------
than the LongView Entities) has any interest in any property used in or
pertaining to the business of the LongView Entities.  Except as set forth in
Schedule 2.18, neither the Seller nor any other Barclays Group Member (other
- -------------
than the LongView Entities) has had since September 1, 1998 (a) business
dealings (other than ordinary dealings among Barclays Group Members) or a
material financial interest in any transaction with either of the LongView
Entities or (b) engaged in the Business (as defined below) in competition with
either of the LongView Entities within the past two (2) years; provided, that
                                                               --------
the foregoing representation and warranty shall not apply to any computer
software developed and used by the Seller or any such subsidiary if in
connection with its business and operations and not developed, maintained, or
supported for the purpose of commercial resale or license.  Except as set forth
in Schedule 2.7 or 2.18, neither the Seller nor any other Barclays Group Member
   --------------------
(other than the LongView Entities) is a party to any contract with, or has a
claim or right against, either of the LongView Entities.

          2.19 Bank Accounts.  A list of all bank, money market, savings and
               --------------
similar accounts and safe deposit boxes of each of the LongView Entities,
specifying the account numbers and the authorized signatories or persons having
access to them, has been made available to the Purchaser. No such account is
overdrawn or subject to any penalty. No draw on any such account has resulted in
an extension of credit to either of the LongView Entities that has not been
repaid.

          2.20 Environmental Matters.  Neither of the LongView Entities has ever
               ---------------------
generated, transported, used, stored, treated, disposed of or managed any
hazardous waste. No hazardous material has ever been or, to the knowledge of
each of the Seller and the LongView
<PAGE>

Entities, is threatened to be spilled, released or disposed of by either
LongView Entity at any site presently or formerly owned, operated, leased or
used by either of the LongView Entities, or has ever come to be located in the
soil or groundwater at any such site as a result of any action by either
LongView Entity. To the knowledge of the Seller and each of the LongView
Entities, neither of the LongView Entities presently owns, operates, leases or
uses, nor has it previously owned, operated, leased or used any site on which
underground storage tanks are or at any time were located and used by either of
the LongView Entities and no lien has ever been imposed by any Authority on any
property, facility, machinery or equipment owned, operated, leased or used by
either of the LongView Entities in connection with the presence of any hazardous
material. Neither of the LongView Entities has ever entered into or been subject
to any judgment, consent decree, compliance order or administrative order with
respect to any environmental or health or safety matter or received any request
for information, notice, demand letter, administrative inquiry or formal or
informal complaint or claim with respect to any environmental or health and
safety matter or the enforcement of any law relating to the environment or to
health and safety, and neither the Seller nor either of the LongView Entities
has any knowledge that any will be forthcoming.

          2.21 Material Information.  No representation or warranty by the
               --------------------
Seller in this Agreement or in any Exhibit or Schedule furnished or to be
furnished to the Purchaser pursuant to this Agreement or in connection with the
transactions contemplated by this Agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact,
necessary to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading.

          2.22 No Other Representations.  The Seller acknowledges that, except
               ------------------------
as set forth in Article III, the Purchaser has made no representation or
warranty whatsoever to the Seller.

          2.23 Ownership of Barclays Global Investors. On the date hereof, the
               --------------------------------------
Seller has good and marketable title to all of the issued and outstanding shares
of capital stock of Barclays Global Investors, N.A. ("BGI").

          2.24 Preston Ford Special Incentive.  All amounts required to be paid
               ------------------------------
to Preston R. Ford pursuant to that certain Equity Incentive Award Plan, dated
as of August 20, 1998, are obligations solely of BGI and not of either LongView
Entity.

                                  ARTICLE III
                                  -----------

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                -----------------------------------------------

          The Purchaser hereby represents and warrants to the Seller the
following:

          3.1  Due Organization, Etc.  The Purchaser is a corporation duly
               ---------------------
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with full power and authority to own, lease
and operate its assets and to carry on its business as now conducted.
<PAGE>

          3.2  Due Authority; No Breach.  The Purchaser has all requisite power
               ------------------------
and authority to enter into this Agreement and each of the Ancillary Agreements
and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and each of the Ancillary Agreements
and the consummation of the transactions provided for hereby and thereby have
been duly authorized by the Board of Directors of the Purchaser and no other
proceeding on the part of the Purchaser is necessary to authorize the execution
or delivery of this Agreement or the Ancillary Agreements or the consummation of
any of the transactions contemplated hereby or thereby. Each of this Agreement
and the Ancillary Agreements has been duly executed and delivered by the
Purchaser and, assuming due execution and delivery by the Seller, constitutes a
legal, valid and binding obligation of the Purchaser enforceable against it in
accordance with the terms thereof, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in an action at law or a suit in equity). Neither the
execution and delivery of this Agreement or any Ancillary Agreement, the
performance by the Purchaser of its obligations hereunder or thereunder nor the
consummation of the transactions provided for hereby or thereby does or will:

          (i)   conflict with or violate any provision of the Certificate of
Incorporation, By-laws or any other document of governance of the Purchaser;

          (ii)  violate, conflict with or result in the breach or termination
of, or otherwise give any other person or entity the right to accelerate,
renegotiate or terminate or receive any payment, or require any consent, or
constitute a default, event of default (or an event which with notice, lapse of
time, or both, would constitute a default or event of default), under the terms
of, any material contract, agreement, commitment, undertaking, lease, license,
mortgage, bond, note or other instrument or any Permit to which the Purchaser is
a party or by which it or its securities, properties or business are bound;

          (iii) result in the creation of any Liens upon any of its securities,
properties or business;

          (iv)  constitute a violation by the Purchaser of any Law or Judgment;
or

          (v)   require any consent, approval, waiver, order or authorization
of, other than the pre-merger notification requirements of the HSR Act.

          3.3   Investment.  The Purchaser hereby confirms that the Shares and
                ----------
the UK Shares will be acquired for investment for the Purchaser's own account
and not with a view toward distribution within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"); provided, that it is understood that
                          --------------    --------
this representation and warranty is made without prejudice to the Purchaser's
right at all times to resell, transfer, or otherwise dispose of all or any part
of the Shares and the UK Shares pursuant to either registration or an exemption
from registration under the Securities Act.

          3.4   No Brokers.  No Person has acted on behalf of the Purchaser in
                 ----------
connection with the transactions contemplated by this Agreement in such manner
as to give rise
<PAGE>

to any valid claim against the Seller for any broker's or finder's fee or
similar compensation in connection with the transactions contemplated by this
Agreement.

          3.5   Consolidated Balance Sheet.  (a)  The Purchaser has provided the
                --------------------------
Seller with the consolidated balance sheet of the Purchaser as of August 31,
1999 (the "Purchaser Balance Sheet"), a copy of which is attached hereto as
           -----------------------
Schedule 3.5(a).  The Purchaser Balance Sheet has been prepared in accordance
- ---------------
with the generally accepted accounting principles, practices and methods
applicable to the Purchaser, applied on a consistent basis (except as otherwise
disclosed therein) and presents fairly the financial condition and results of
operations of the Purchaser as of August 31, 1999, except for normal year-end
audit adjustments.

          (b)   The Purchaser has no liabilities or obligations of any nature,
whether accrued, absolute, contingent or otherwise, and whether due or to become
due, which are of a type required to be reflected on an audited balance sheet
prepared under the generally accepted accounting principles, practices or
methods applicable to the Purchaser, except to the extent specifically provided
for in the Purchaser Balance Sheet or incurred since the date of the Purchaser
Balance Sheet in the ordinary and usual course of business consistent with past
practices, or as set forth on Schedule 3.5(b).
                              ---------------

          (c)   As of the date hereof, the amount of unrestricted cash that the
Purchaser has on hand, net of all obligations under capital leases and notes
payable with a maturity of less than one year ("Net Cash"), is not materially
                                                --------
different from the Net Cash derived from the entries on the Purchaser Balance
Sheet.

          3.6   Material Information.  No representation or warranty by the
                --------------------
Purchaser in this Agreement or in any Exhibit or Schedule furnished or to be
furnished to the Seller pursuant to this Agreement or in connection with the
transactions contemplated by this Agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact,
necessary to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading.

          3.7   No Other Representations.  The Purchaser acknowledges that,
                ------------------------
except as set forth in Article II, the Seller has made no representation or
warranty whatsoever to the Purchaser.
<PAGE>

                                   ARTICLE IV
                                   ----------

                              COVENANTS OF SELLER
                              -------------------

          4.1     Notice of Certain Events. The Seller shall notify the
                  ------------------------
Purchaser promptly of: (a) any event or condition that would cause any of the
representations and warranties made by the Seller contained herein no longer to
be complete and accurate as of any date on or before the Closing Date, (b) any
failure on the part of the Seller to comply with any of its covenants or
agreements contained herein at any time on or before the Closing Date and (c)
any notice of, or other communication relating to, a material default or other
event, which with notice or the lapse of time or both would become a material
default, received by the Seller or either of the LongView Entities subsequent to
the date of this Agreement and prior to the Closing, under any Material
Contract. No notice given pursuant to this Section 4.1 shall reduce in any way
the Seller's indemnification obligations under Article VI.

          4.2     Ordinary Course of Business.  During the period from the date
                  ---------------------------
hereof until the Closing, except as specifically provided in Section 4.3 or
elsewhere in this Agreement or as otherwise consented to in writing by the
Purchaser (which consent will not be unreasonably withheld), the Seller will
cause each LongView Entity to:

          (i)     carry on its business only in the ordinary course in
substantially the same manner as heretofore conducted and, to the extent
consistent with such business, use all reasonable best efforts to preserve
intact its present business organization, keep available the services of its
present employees and preserve its relationships with clients, suppliers,
customers, distributors and others having business dealings with it, perform its
obligations under all Material Contracts and Permits, conduct its business in
compliance with all applicable Laws and Judgments, maintain all assets other
than those disposed of in the ordinary course of business in good repair and
condition, maintain its books of account and records in the usual, regular and
ordinary manner, and preserve its good will and ongoing business;

          (ii)    not amend its Articles of Incorporation or By-laws;

          (iii)   not acquire, by merger, consolidation, purchase of stock or
assets or otherwise, any interest in any corporation, partnership, association
or other business organization or division thereof;

          (iv)    not alter its outstanding capital stock or equity interests or
declare, set aside, make or pay any dividend or other distribution in respect of
its capital stock or equity interests (in cash or otherwise), or purchase or
redeem any shares of its capital stock or equity interests;

          (v)     not issue or sell (or agree to issue or sell) any of its
capital stock or equity interests or any options, warrants or other rights to
purchase any such stock or interests or any securities convertible into or
exchangeable for such stock or interests;

          (vi)    not incur any indebtedness for borrowed money (including
through the issuance of debt securities) or vary the terms of any existing
indebtedness or guarantee or otherwise become liable for any material obligation
or liability;

          (vii)   not mortgage, pledge or subject to any Lien, any of its
properties;
<PAGE>

          (viii)  not discharge or satisfy any material Lien or pay or satisfy
any material obligation or liability (fixed or contingent) or compromise, settle
or otherwise adjust any material claim or litigation or cancel or waive any
claims or rights of value;

          (ix)    not lease, acquire or dispose of any substantial assets or
rights, including without limitation any Proprietary IP; provided that LongView
                                                         --------
shall be entitled to grant licenses to the Proprietary IP in the ordinary course
of business;

          (x)     not make any change in its accounting procedures or practices
unless mandated by generally accepted accounting principles;

          (xi)    except as set forth on Schedule 4.2(xi) not to grant to any
officer, director, consultant or employee any increase or modification of
compensation or benefits, or any severance or termination pay, or make any loan
to or enter into any new employment agreement or arrangement with any such
person;

          (xii)   not adopt, enter into, amend in any material respect, announce
any intention to adopt or terminate, any Benefit Plan, program or arrangement of
general applicability;

          (xiii)  not reduce or eliminate any insurance coverage;

          (xiv)   not enter into any new Material Contract, or amend in any
material respect or grant any consent under any Material Contract;

          (xv)    not close any bank account;

          (xvi)   not write off as uncollectible any notes or accounts
receivable other than in immaterial amounts;

          (xvii)  not commence or terminate any line of business;

          (xviii) not institute any judicial, administrative, arbitral or
alternative dispute resolution, proceeding, suit or investigation; and

          (xix)   not agree to take any of the actions set forth in the
foregoing subparagraphs (iii) through (xviii);

provided, however, that the Seller shall not be liable for any breach of this
- --------  -------
Section 4.2 to the extent that the action of a LongView Entity resulting in such
breach was taken at the direction of the Purchaser or its representatives.

          4.3     Intercompany Liabilities.  Notwithstanding Section 4.2, the
                  ------------------------
Seller shall be entitled to the proceeds of all receivables of the LongView
Entities' that relate to any period ending on or prior to the date of this
Agreement (the "Receivables") regardless of when the Receivables are actually
                -----------
paid, including without limitation the Receivables listed on Schedule 4.3 (which
                                                            -------------
such Receivables listed thereon the Seller represents and warrants conform to
the definition of Receivables) and all cash received by the LongView Entities
prior to the Closing (other than cash received in respect of any receivable
relating to any period following the date hereof and any cash provided by the
Purchaser to either of the LongView Entities following the date hereof);

provided, that each of the LongView Entities otherwise conducts its business
- --------
only in the ordinary course consistent with past practice and, specifically,
does not incur any debt, dispose of any other assets or otherwise raise cash
other than in the ordinary course of business; and provided further, that the
                                                   -------- -------
Seller shall not be entitled to any amount of cash and Receivables in excess of
the total amount of intercompany obligations owed by the LongView Entities to
the Seller and the other Barclays Group Members.  The Purchaser shall cause each
LongView Entity
<PAGE>

to exercise commercially reasonable efforts to collect any and all Receivables
remaining unpaid following the Closing and to remit at least monthly to the
Seller all payments received by either of the LongView Entities following the
Closing in respect of any Receivables; provided, that LongView shall not, and
                                       --------
the Purchaser shall not cause LongView to, write off any Receivable following
the Closing unless LongView shall have first offered the Seller the opportunity
in writing to assume such Receivable and the Seller shall have not indicated its
desire to do so in writing within ten (10) business days after the date of such
notice.

          4.4  Waiver of Intercompany Obligations.  Effective as of the Closing,
               ----------------------------------
the Seller, acting on behalf of all of the Barclays Group Members, hereby waives
all amounts in the nature of intercompany obligations that are payable, due or
owing as of the Closing by either of the LongView Entities to any Barclays Group
Member.  From and after the Closing, the Seller shall defend, indemnify and hold
harmless the Purchaser from and against all payments, damages, liabilities,
costs, expenses and obligations arising out of or in connection with any claim
by a Barclays Group Member with respect any such intercompany obligation to the
extent existing immediately following the Closing.

          4.5  Access to Properties and Records.  Between the date of this
               --------------------------------
Agreement and the Closing Date, but subject to the confidentiality obligations
binding on Purchaser, the Seller shall cause each LongView Entity to (i) provide
to the Purchaser and its authorized representatives reasonable access to the
premises and operations of such LongView Entity during normal business hours and
on reasonable notice to the Seller, (ii) permit the Purchaser and their
authorized representatives to make such inspections of the premises and
operations as they may reasonably request and (iii) cause the officers and
employees of the LongView Entities to furnish to the Purchaser and its
authorized representatives such financial and operating data as they may from
time to time reasonably request.  Neither the Purchaser nor any of its
authorized representatives shall (i) direct or instruct any of the officers or
employees to cause either of the LongView Entities to take any action listed in
Section 4.2, without the prior consent of the Seller or (ii) otherwise interfere
in any way with the conduct of such LongView Entity's business.  Notwithstanding
the first sentence of this Section 4.5, neither the Seller nor either of the
LongView Entities shall be required to disclose any agreement executed in
connection with the acquisition by the Seller of LongView or investment in
LongView by any other entity to the extent such agreements do not contain any
information relevant to LongView's continuing operations.  Upon the Closing, the
Seller shall deliver all books and records and any other assets of the LongView
Entities in its possession to the respective LongView Entity or to such other
Person identified in writing by the Purchaser to the Seller; provided, that the
                                                             --------
Seller may retain a copy of any such books and records that it deems reasonably
necessary to satisfy any applicable tax, accounting, legal or regulatory
obligations to which it is subject; provided, further, that the Seller shall
                                    --------  -------
treat such books and records as confidential and shall not, and shall cause its
directors, officers, employees and representatives to not, use or disclose the
information contained therein except as (i) permitted hereunder  or (ii) as may
be required by judicial or administrative process or applicable law or
regulation.

          4.6  Acquisition Proposals.  During the period from the date of this
               ---------------------
Agreement until the earlier of (i) October 15, 1999 and (ii) the Closing Date,
neither the Seller or LongView nor any of such entities' directors, officers,
employees, agents or representatives will (a) solicit or encourage, directly or
indirectly, any inquiries, discussions or proposals for, (b)
<PAGE>

continue, propose or enter into negotiations looking toward, or (c) enter into
any agreement or understanding providing for, any acquisition of the capital
stock, assets or business of LongView (other than the transactions contemplated
hereby); nor shall any of such entities provide any information to any Person
(other than to the Purchaser and its representatives) for the purpose of
evaluating or determining whether to make or pursue any inquiries or proposals
with respect to any such transaction. The Seller will immediately advise the
Purchaser of, and communicate to the Purchaser the terms of, any such inquiry or
proposal that the Seller or LongView may receive or of which either of them may
become aware.

          4.7  Non-Competition.  (a)  The Seller agrees that, during the one
               ---------------
year period commencing on the Closing Date, neither the Seller nor any of its
subsidiaries will, directly or indirectly, engage in the business of developing,
designing, manufacturing, producing, distributing, maintaining or supporting
computer software of a type owned by LongView or licensed by LongView to third
parties as of the Closing Date, in competition with LongView (the "Business");
                                                                   --------
provided, however, that the foregoing covenant shall not apply to any computer
- --------  -------
software developed by the Seller or any such subsidiary with the assistance of
the Purchaser; or any computer software used by the Seller or any such
subsidiary only in connection with its business and operations and not
developed, maintained, or supported for the purpose of commercial resale or
license, (ii) induce or attempt to induce any employee or independent contractor
of the LongView Entities to leave such LongView Entity, (iii) in any way
interfere with the relationship between either of the LongView Entities and any
of its employees or independent contractors, or (iv) induce or attempt to induce
any customer, supplier, licensee or business relation of the LongView Entities
to cease doing business with the LongView Entities, or in any way interfere with
the relationship between any customer, supplier, licensee or business
relationship of the LongView Entities.

          4.9  Cooperation - Tax Returns and Audits.  The Seller shall cooperate
               ------------------------------------
fully with the Purchaser in connection with the Purchaser's preparation and
filing of any tax return required to be filed in respect of any Tax imposed on
the LongView Entities for any taxable period that ends on or after the Closing
Date, or any audit examination or administrative or judicial proceeding by any
governmental taxing authority in respect of any Tax for any taxable period that
ends on or before the Closing Date.  Such cooperation shall include, but is not
limited to, the furnishing or making available of relevant records, books of
account or other materials.



                                   ARTICLE V
                                   ---------

                     COVENANTS OF PURCHASER; JOINT COVENANT
                     --------------------------------------

          5.1  Provision of Balance Sheets; Notification of Reduction in Net
               -------------------------------------------------------------
Cash.
- ----

          (a)  From the date hereof for so long as the Promissory Note is
outstanding, the Purchaser shall (i) provide to the Seller by facsimile
transmission on a monthly basis the Purchaser's consolidated balance sheet (the
"Monthly Balance Sheet") as of the end of each month on or before the fifteenth
 ---------------------
day following the end of the month to which such Monthly Balance Sheet pertains;
and (ii) notify the Seller by facsimile transmission within two days
<PAGE>

following the end of any month in which the Promissory Note is outstanding if,
as of the end of the immediately preceding month, the Purchaser had on hand less
than $20 million in Net Cash. The Seller shall treat the Purchaser Balance Sheet
and all such Monthly Balance Sheets as well as any facsimile transmission sent
within such two day period as confidential and shall not, and shall cause its
directors, officers, employees and representatives to not, use or disclose the
information contained therein except (i) as permitted hereunder or in connection
with an action to enforce the Seller's rights under the Promissory Note or (ii)
as may be required by judicial or administrative process or applicable law or
regulation.

          (b)  The Purchaser shall send with each Monthly Balance Sheet by a
certificate in the form attached hereto as Exhibit D, whereby the Purchaser
                                           ---------
shall represent and warrant to the Seller (i) whether or not, as of the date of
such Monthly Balance Sheet, the Purchaser had on hand at least $24 million in
Net Cash if the date of such Monthly Balance Sheet falls at the end of the
calendar quarter or $20 million in Net Cash if the date of such Monthly Balance
Sheet does not fall at the end of the calendar quarter; (ii) that such Monthly
Balance Sheet has been prepared in accordance with the generally accepted
accounting principles, practices and methods applicable to the Purchaser,
applied on a consistent basis (except as otherwise disclosed therein) and
presents fairly the financial condition of the Purchaser as of the date of such
Monthly Balance Sheet, except for normal year-end audit adjustments; and (iii)
that, as of the date of such Monthly Balance Sheet, the Purchaser had no
liabilities or obligations of any nature, whether accrued, absolute, contingent
or otherwise, and whether due or to become due, which are of a type required to
be reflected on an audited balance sheet prepared under the generally accepted
accounting principles, practices or methods applicable to the Purchaser, except
to the extent provided for in such Monthly Balance Sheet, except for normal
year-end audit adjustments.

          5.2  Notice of Certain Events.  The Purchaser shall notify the Seller
               ------------------------
promptly of: (a) any event or condition that would cause any of the
representations and warranties made by the Purchaser contained herein no longer
to be complete and accurate as of any date on or before the Closing Date and (b)
any failure on the part of the Purchaser to comply with any of its covenants or
agreements contained herein at any time on or before the Closing Date. No notice
given pursuant to this Section 5.2 shall reduce in any way the Purchaser's
indemnification obligation under Article VI.

          5.3  Severance Costs.  The Purchaser hereby agrees to be responsible
               ---------------
for, and shall defend, indemnify and hold harmless the Seller and the other
Barclays Group Members from and against all payments, damages, liabilities,
costs, expenses and obligations arising out of or in connection with the
termination or resignation of any employee of either of the LongView Entities
following the Closing or, if any such action is taken pursuant to a written
instruction from the Purchaser, prior to the Closing, except for any such
payments, damages, liabilities, costs, expenses or obligations based on any
agreement, commitment or action taken prior to the Closing Date by any Barclays
Group Member that is not set forth in Schedule 2.14(a).
                                      -----------------

          5.4  Certain Leases.   Unless the Purchaser shall have already done so
               --------------
prior to the Closing, the Purchaser hereby assumes the obligations of the Seller
and any other Barclays Group Member, whether as lessee or guarantor, under each
lease of real property used in connection with LongView's business listed on
Schedule 2.6, effective as of the later of the Closing Date or the receipt of
any necessary consent under such lease.  Upon the effectiveness of
<PAGE>

any such consent, the Purchaser shall pay the Seller an amount equal to
$111,000, which represents the deposit in the amount of $111,000 maintained with
Fleet Bank listed on Schedule 2.7(a)(viii) securing the letter of credit
guaranteeing the performance of LongView's obligations under such lease. From
and after the Closing Date the Purchaser shall defend, indemnify and hold
harmless the Seller and such other Barclays Group Member from and against all
payments, damages, liabilities, costs, expenses and obligations arising out of
or in connection with the leases of real property listed on Schedule 2.6.

          5.5  Fund Accounting Application.  If the Seller or any other Barclays
               ---------------------------
Group Member shall retain the Purchaser or LongView to build a fund accounting
application, the Purchaser hereby agrees to use its commercially reasonable
efforts, and to cause LongView to use its commercially reasonable efforts, to
facilitate discussions between the Barclays Group and Perot Systems Corporation
to explore the possibilities for outsourcing arrangements between the Barclays
Group and Perot Systems Corporation.

          5.6  Inclusion of an Icon.  If LongView intends to offer a trade order
               --------------------
management system that provides for the linking of users (including through any
version of the LandMark Application), it shall provide the Seller with advance
written notice thereof.  At any time thereafter, upon the written request of the
Seller or any other Barclays Group Member, the Purchaser agrees to cause
LongView to include in the computer application controlling such trade order
management system an icon or other access mechanism that has the functionality
of linking to one Barclays Group Member any user that activates such access
mechanism, for purposes of executing trade orders; provided, that, in the event
                                                   --------
the access mechanism shall be an icon, the Barclays Group Member shall provide
such icon and any such icon shall be consistent with that provided by LongView
to its other customers within such trade management application; provided,
                                                                 --------
further, that under no circumstances shall the Seller or any other Barclays
- -------
Group Member have access to any confidential information of LongView or any user
of the trade order management system by reason of the inclusion of such icon or
other access mechanism in such system.  The Purchaser agrees to cause LongView
(i) to provide the Seller with the notice referred to in the first sentence of
this Section 5.6 sufficiently in advance to permit the Seller a reasonable
opportunity to exercise its rights hereunder and (ii) to work in good faith with
the Seller or such other Barclays Group Member to help facilitate the
development by the Seller or such Member of such icon or other access mechanism.
Nothing contained in this Section 5.6 shall be construed to give the Seller or
any other Barclays Group Member rights greater than those granted to other
customers within such trade management application.  The Seller acknowledges
that the user of the trade management application may be able to hide any icon
or other access mechanism that may be included.

          5.7  LandMarkServiceBureau Executive Overview Fees.  The Purchaser
               ---------------------------------------------
hereby waives payment from LongView, the Seller and the other Barclays Group
Members of a total of $100,000 in fees billed or otherwise billable to LongView,
the Seller or any other Barclays Group Member in connection with the Purchaser's
performance of the LandMarkServiceBureau Executive Overview, pursuant to a
Letter Agreement dated as of June 17, 1999 between the Seller and the Purchaser.
<PAGE>

          5.8  License to LandMark Application.   As long as a Barclays Group
               -------------------------------
Member is under a current support and maintenance agreement with LongView for
the LandMark Application, the Purchaser shall cause LongView to continue to
provide the Barclays Group with maintenance and any updates or new releases of
the LandMark Application (including version 3.0, which will incorporate LandMark
Classic and the LandMark List functionalities), when and if available, without
additional charge.  Except as set forth in the preceding sentence, nothing in
this Agreement or the transactions contemplated hereby shall affect the existing
license to the LandMark Application, as set forth in that certain Licensing
Agreement dated as of May 1, 1998 between BGI and LongView.

          5.9  Joint Covenant: Cash Incentive Bonus Plan.  The Purchaser hereby
               -----------------------------------------
agrees to cause LongView to pay to the employees of LongView, on or before
February 29, 2000 and as a payment under LongView's Cash Incentive Bonus Plan
for staff and management, an aggregate amount of at least $1,080,000, which
amount represents the amount accrued on the books of LongView through September
30, 1999, an amount that is based solely on the number of days and salaries that
persons currently employed by LongView have worked or will receive, as the case
may be, in the current calendar year, and which amount is to be allocated among
such employees in consultation with the President of LongView.  The Seller
agrees to reimburse LongView for $1,080,000 immediately upon written
certification of LongView and the Purchaser to the Seller that the payments
referred to in the preceding sentence have been made.

          5.10 Cooperation - Tax Returns and Audits.  Purchaser shall cooperate
               ------------------------------------
fully with the Seller in connection with the Seller's preparation and filing of
any tax return required to be filed by the Seller in respect of any Tax imposed
on LongView for any taxable period that ends on or before the Closing Date, or
any audit examination or administrative or judicial proceeding by any
governmental taxing authority in respect of any Tax for any taxable period that
ends on or before the Closing Date.  Such cooperation shall include, but is not
limited to, the furnishing or making available of records, books of account or
other materials of LongView.

          5.11 Closing Date Payments.  At Closing, the Purchaser shall pay to
               ---------------------
the Seller an amount equal to the sum of: (i) monthly rent paid by the Seller or
LongView (at a rate of $35,360.50 per month) in respect of any period from and
after the date hereof with respect to LongView's Boston offices listed on
Schedule 2.6(a), (ii) all expenses incurred with respect to LongView's employee
and contractor payroll, together with any and all related taxes and benefits
thereto, for all periods from and after the date hereof and (iii) an amount
equal to $14,445.21, in respect of LongView's payment to the New England
Aquarium in connection with LongView's planned LandMark Application users
conference.

                                   ARTICLE VI
                                   ----------

                 TERMINATION OF REPRESENTATIONS AND WARRANTIES;
                 ----------------------------------------------

                                INDEMNIFICATION
                                ---------------

          6.1  Termination of Representations and Warranties. All
               ---------------------------------------------
representations and warranties of the parties (other than the representations
and warranties set forth in the last sentence of Section 2.3(a) (good and
marketable title to all the Shares et al.), the last sentence of Section 2.3(b)
(good and marketable title to all the UK Shares et al.) and Section 2.11 shall
<PAGE>

survive the Closing for a period of one year from and after the Closing Date
(the "Survival Period") and shall be of no further force or effect thereafter;
      ---------------
provided that if a claim for indemnification is made in connection with any
- --------
representation or warranty before the termination of the Survival Period with
the provisions of Section 6.5, the Survival Period will be extended solely with
respect to such claim until the date of final determination of such claim.  The
representations and warranties set forth in the last sentence of Section 2.3(a)
(good and marketable title to all the Shares et al.), the last sentence of
Section 2.3(b) (good and marketable title to all the UK Shares et al.) and
Section 2.11 and all covenants and agreements of the parties set forth in this
Agreement shall survive the Closing and continue in full force and effect
thereafter until such time as the applicable statute of limitations has run.

          6.2  Indemnification by the Seller.
               -----------------------------

          (a)  From and after the Closing Date and subject to the provisions of
this Article VI, the Seller shall indemnify, defend and hold harmless the
Purchaser and its officers, directors and employees and their respective
successors and permitted assigns, after taking into account recognized Tax
effects, from and against any and all actions, proceedings, costs, damages,
claims, liabilities (absolute and contingent), fines, penalties and payments
whatsoever (collectively, "Losses"), including reasonable counsel fees, that may
                           ------
be asserted against or suffered by the Purchaser or its officers, directors and
employees and their respective successors and permitted assigns arising out of,
relating to or on account of (i) any breach of any representation, warranty,
covenant or agreement on the part of the Seller made in this Agreement or the
Ancillary Agreements or (ii) any claim against either of the LongView Entities
for unpaid sales or use Taxes relating to periods prior to the Closing Date.
Notwithstanding anything to the contrary in this Agreement, the Purchaser agrees
that the Seller shall have no obligation to indemnify the Purchaser for any
Losses arising out of, relating to or on account of (i) the failure of either of
the LongView Entities to have fully paid and valid licenses for third party
software that is subject to a shrink-wrap license used in the internal
operations of the LongView Entities, including the licenses appropriate for the
actual number of current and past users of such software and (ii) any of the
contingent Tax liabilities described in the second paragraph (Massachusetts
Sales and Use Tax Audit), third paragraph (New York State and City use Tax) and
fourth paragraph (City of Boston personal property Tax) of Schedules 2.11(a) and
2.11(b)(i)-(vi) hereto.

          (b) Other than claims arising from or relating to breaches of any
covenant or agreement set forth in Section 4.4 or 5.9, the Seller's obligation
to indemnify the Purchaser for any Losses pursuant to Section 6.2(a) shall not
be effective until the aggregate amount of all such Losses for which the Seller
is liable to the Purchaser under Section 6.2(a) exceeds $250,000 (the "Basket"),
                                                                       ------
subject to Section 6.2(c); provided, that once the amount of Losses for which
                           --------
the Seller is liable under Section 6.2(a) exceeds the Basket, then the Purchaser
shall be entitled to indemnification for the total amount of its Losses in
excess of $125,000.

          (c) Other than claims arising from or relating to breaches of any
covenant or agreement set forth in Section 4.4 or 5.9, in no event shall the
Seller's liability under this Section 6.2 exceed in the aggregate $1,500,000
(the "Maximum Amount").
      --------------

          6.3  Indemnification by the Purchaser.
               --------------------------------
<PAGE>

          (a)  From and after the Closing Date and subject to the provisions of
this Article VI, the Purchaser shall indemnify, defend and hold harmless the
Seller and its officers, directors and employees and their respective successors
and permitted assigns, after taking into account recognized Tax effects, from
and against any and all Losses, including reasonable counsel fees, that may be
asserted against or suffered by the Seller or its officers, directors and
employees or their successors and permitted assigns arising out of, relating to
or on account of  any breach of  any representation, warranty, covenant or
agreement on the part of the Purchaser made in this Agreement or the Ancillary
Agreements.

          (b)  Other than claims arising from or relating to breaches of any
covenant or agreement set forth in Section 4.3 or 5.3, the Purchaser's
obligation to indemnify the Seller for any Losses pursuant to Section 6.3(a)
shall not be effective until the aggregate amount of all such Losses for which
the Purchaser is liable to the Seller under Section 6.3(a) exceeds the Basket,
subject to Section 6.3(c); provided, that once the amount of Losses for which
the Purchaser is liable under Section 6.3(a) exceeds the Basket, then the Seller
shall be entitled to indemnification for the total amount of its Losses in
excess of $125,000.

          (c)  Other than claims arising from or relating to breaches of any
covenant or agreement set forth in Section 4.3 or 5.3, in no event shall the
Purchaser's liability under this Section 6.3 exceed in the aggregate the Maximum
Amount.  It is understood and agreed by the parties that the amount due by the
Purchaser to the Seller pursuant to the Promissory Note shall be in no way
limited by the terms of this Section 6.3, including without limitation the
Maximum Amount.

          6.4  Effect of Adjustment to Purchase Price.  All amounts paid
               --------------------------------------
pursuant to this Article VI by one party to another party (other than interest
payments) shall be treated by such parties as an adjustment to the Purchase
Price paid or received by such party, as the case may be.

          6.5  Method of Asserting Claims, Etc.  The party or parties making a
               -------------------------------
claim under this Article VI is, for purposes of this Agreement, referred to as
the "Indemnified Party" and the party or parties against whom such claims are
     -----------------
asserted under this Article is, for the purposes of this Agreement, referred to
as the "Indemnifying Party."  All claims by an Indemnified Party under this
        ------------------
Agreement shall be asserted and resolved only as follows:

          (a)  In the event that (i) any claim or demand for which an
Indemnifying Party would be liable to an Indemnified Party hereunder is asserted
against or sought to be collected from such Indemnified Party by a third party
(such claim or demand, a "Third Party Claim") or (ii) any Indemnified Party
                          -----------------
hereunder should have a claim or demand against any Indemnifying Party hereunder
which does not involve a claim or demand being asserted against or sought to be
collected from it by a third party (such claim or demand a "Direct Claim"), the
                                                            ------------
Indemnified Party shall with reasonable promptness notify in writing the
Indemnifying Party of such claim or demand and the amount or the estimated
amount thereof to the extent then feasible to determine (which estimate shall
not be conclusive of the final amount of such claim or demand) (a "Claim
                                                                   -----
Notice"); provided, however, that any failure to give such notice will not waive
- ------    --------  -------
any rights of the Indemnified Party except to the extent the rights of the
Indemnifying Party are actually prejudiced.
<PAGE>

          (b)  In the event of a Third Party Claim, the Indemnifying Party may,
and upon request of the Indemnified Party shall, retain counsel reasonably
satisfactory to the Indemnified Party to represent the Indemnified Party and any
others the Indemnifying Party may designate in connection with such claim or
demand and shall pay the fees and disbursements of such counsel with regard
thereto.  In the event an Indemnifying Party shall retain such counsel, an
Indemnified Party shall have the right to retain its own counsel, but the fees
and disbursements of the Indemnified Party's counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and such Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii)
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between such Indemnified Party and any other party represented by such
counsel in such proceeding.  It is understood that the Indemnifying Party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and disbursements of more than one firm
qualified in such jurisdiction to act as counsel for the Indemnified Party.  No
Indemnifying Party shall be liable to an Indemnified Party for any settlement of
any action or claim without the consent of the Indemnifying Party, which consent
shall not be unreasonably withheld.  The Indemnifying Party shall not, without
the prior written consent of the Indemnified Party, settle or compromise any
claim or consent to the entry of any judgment that does not include as an
unconditional term thereof the giving by the claimant or the plaintiff to the
Indemnified Party a release from all liability in respect of such claim.

          (c)  In the event of a Direct Claim, if the Indemnifying Party
notifies the Indemnified Party within sixty (60) days of receipt of a Claim
Notice that it does not dispute such claim, the amount of such claim shall be
conclusively deemed a liability of the Indemnifying Party hereunder and shall be
paid to the Indemnified Party immediately.

          6.6  Exclusive Remedy.  The provisions of this Article VI shall
               ----------------
constitute the sole and exclusive remedy of the Purchaser, on the one hand, and
the Seller, on the other, for any Losses suffered by either of them on account
of any breach by the other of any representations, warranties, covenants or
agreements contained in this Agreement.

                                  ARTICLE VII
                                  -----------

                                  TERMINATION
                                  -----------

          7.1  Termination.  Subject to the provisions of Section 7.2, this
               -----------
Agreement may be terminated at any time prior to the Closing Date by the mutual
written agreement of the Purchaser and the Seller.  If the Closing has not
occurred on or before February 15, 2000 or such later time as may be mutually
agreed upon by the parties, then either party may terminate this Agreement upon
written notice to the other party.  Upon termination of this Agreement, either
of the Seller and Purchaser may execute and deliver to the Escrow Agent a notice
in the form of Exhibit C to the Escrow Agreement (directing the Escrow Agent to
return the Shares and the UK Shares to the Seller and the Purchase Price to the
Purchaser).

          7.2  Effect of Termination.  If this Agreement is terminated and the
               ---------------------
transactions contemplated hereby are not consummated as provided above, this
Agreement shall become void and of no further force and effect, except for any
liability for any willful breach of a
<PAGE>

covenant or agreement contained in this Agreement causing or permitting such
termination and except that the last sentence of Section 5.1(a) and Section 8.1
shall survive such termination.


                                  ARTICLE VIII
                                  ------------

                                 MISCELLANEOUS
                                 -------------

          8.1  Costs and Expenses.  Whether or not the transactions contemplated
               ------------------
by this Agreement are consummated, each of the parties to this Agreement shall
bear its own expenses incurred in connection with the negotiation, preparation,
execution and closing of this Agreement and the transactions provided for
hereby; provided, that the parties will share equally in the Hart-Scott-Rodino
        --------
filing fee.

          8.2  Notices.  Any notice, request, consent, approval or other
               -------
document, instrument or communication that may be required or permitted to be
delivered or served hereunder shall be effective upon delivery and shall be in
writing and may be personally delivered, mailed by courier or sent by facsimile
and confirmed by telephone as follows (until notice of a change thereof is given
as provided herein):

          If to the Seller:

               Barclays California Corporation
               45 Fremont Street
               San Francisco, CA 94105

               Attention:  Chief Financial Officer
               Facsimile:  (415) 908-7127
               Telephone:  (415) 597-2738

          with copies to:

               Barclays Global Investors, N.A.
               45 Fremont Street
               San Francisco, CA 94105

               Attention:  Chief Counsel
               Facsimile:  (415) 597-2698
               Telephone:  (415) 597-2620
<PAGE>

          If to the Purchaser:

               TenFold Corporation
               180 West Election Road
               Suite 100
               Draper, UT 84020
               Attention:  General Counsel
               Facsimile:  (801) 495-0353
               Telephone:  (801) 495-1010

          with copies to:

               Parsons Behle & Latimer
               201 S. Main Street, suite 1800
               Salt Lake City, Utah 84111
               Attention:  Mark E. Rinehart
               Facsimile:  (801) 536-6111
               Telephone:  (801) 532-1234

          8.3  Counterparts.  This Agreement may be executed in counterparts,
               ------------
each of which shall, for all purposes, be deemed an original instrument.

          8.4  Entire Agreement.  This Agreement (including the Exhibits and
               ----------------
Schedules hereto, which are incorporated herein and made a part hereof), and the
Ancillary Agreements sets forth the entire understanding and agreement between
the parties as to the matters covered herein and supersedes and replaces any
other prior understanding, agreement or statement of intent, in each case,
written or oral, including without limitation the Letter of Intent dated as of
September 19, 1999 between the Purchaser and the Seller, and other
correspondence heretofore exchanged between the parties.

          8.5  Transfer Taxes.  The Seller shall be responsible for all sales,
               --------------
stamp, conveyance, transfer, documentary, use, filing, value added and other
similar taxes and fees imposed with respect to the transfer of the Shares and
the UK Shares to be effected pursuant to this Agreement.

          8.6  Captions.  All headings contained in this Agreement are for
               --------
convenience or reference only and shall not control or affect in any way the
meaning, construction or interpretation of any of the provisions hereof.

          8.7  Public Announcements.  For a period of three months following the
               --------------------
date hereof, the Purchaser and the Seller shall provide each other with
reasonable advance notice and an advance copy of any public announcement or
other public disclosure such party proposes to make concerning the transactions
contemplated hereby, and the parties shall endeavor in good faith to reach
agreement on any issues either party may have with the content, form or timing
of any such public announcement or public disclosure.  Notwithstanding the
foregoing, each party shall keep confidential and shall not make at any time
following the date hereof any disclosure whatsoever regarding the amount or form
of the consideration paid or to be paid by the Purchaser
<PAGE>

to the Seller for the Shares and the UK Shares, unless and only to the extent
that a party determines that such disclosure (after making commercially
reasonable efforts to avoid such disclosure and after advising and consulting
with the other party about its intention to make, and the proposed contents of,
such disclosure), based on the advice of such disclosing party's counsel, is
required by applicable Law or regulations governing NASDAQ.

          8.8  Governing Law; Dispute Resolution.
               ---------------------------------

          (a)  This Agreement shall be governed by the laws of the State of
California (without regard to the conflict of laws principles thereof) as to all
matters, including but not limited to matters of validity, construction, effect
and performance.

          (b)  Any legal disagreement, dispute, controversy or claim arising out
of or relating to this Agreement, the interpretation hereof, the relationship
contemplated hereby, or the breach, termination or invalidity hereof shall be
finally resolved by arbitration in San Francisco, California conducted in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.  Arbitration under this
Section shall be initiated by written demand for arbitration specifying the
controversy or claim on which arbitration is sought, as well as the relief
requested.  It is understood and agreed by the parties that it is not the
parties' intention to have the terms of this Section 8.8 apply in any manner to
any disagreement, dispute, controversy or claim arising out of or relating to
the Promissory Note.

          (c)  Arbitration shall be before a panel of three arbitrators, one of
whom shall be selected by each party to the dispute within 15 business days
following receipt by the respondent of the demand to arbitrate.  The two
arbitrators appointed by the parties shall, within 15 business days of their
appointment, appoint a third, presiding arbitrator, who shall not be affiliated
with either of the arbitrators appointed by the parties or the parties
themselves.  If either party fails to appoint an arbitrator, or the two
arbitrators appointed by the parties fail to appoint a presiding arbitrator
within the time limits specified herein, the American Arbitration Association
shall appoint such arbitrator in accordance with its rules.  The arbitrators
shall, before accepting such appointment, agree to render their decision to the
parties in writing together with the underlying reasoning, including separate
statements of findings of facts and conclusions of law, no later than 60 days
after completion of hearings, but in no event later than 180 days from the date
of appointment of the last of the arbitrators to be appointed.  The parties
agree to use all commercially reasonable efforts to assure that the arbitration
procedure set forth herein, once commenced, shall be completed as expeditiously
as possible.  The decision of the arbitrators shall be final and binding upon
the parties and judgment upon the award rendered may be entered in any court
having jurisdiction thereof.

          (d)  This arbitration agreement is intended to be self-executing.  The
expenses of arbitration shall be borne by the party against whom the decision is
rendered, or apportioned in accordance with the decision of the arbitrators in
the event of a compromise decision.  All notices from one party to the other
relating to any arbitration hereunder shall be in writing and shall be effective
if given in accordance with the provisions of Section 8.2.  Notwithstanding
anything to the contrary herein, the arbitration provisions set forth herein,
and any arbitration conducted thereunder, shall be governed exclusively by the
Federal Arbitration Act, Title 9,
<PAGE>

United States Code and by the 1958 United Nations Convention on the Recognition
and Enforcement of Foreign Arbitral Awards, to the exclusion of any state or
municipal law of arbitration.

          (e)  Notwithstanding anything contained in this Section 8.8, each
party shall have the right to institute judicial proceedings against another
party or any Person acting by, through or under such party in order to enforce
the instituting party's rights hereunder through specific performance,
injunction or similar equitable relief.  Each party hereby submits to the
jurisdiction of the United States District Court for the Northern District of
California for purposes thereof. Each party hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to laying of the venue of any such suit, action or proceeding brought in
such Court and any claim that any such suit, action or proceeding brought in
such Court has been brought in an inconvenient forum.  Each party hereby
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof by registered or certified mail, postage prepaid, return
receipt requested, to its address designated in Section 8.2.  Each party hereby
agrees that such service (x) shall be deemed in every respect effective service
of process upon it in any such suit, action or proceeding and (y) shall, to the
fullest extent permitted by law, be taken and held to be valid personal service
upon and personal delivery to it.

          8.9  No Third Party Rights.  Nothing herein express or implied is
               ---------------------
intended or shall be construed to confer upon or give any Person, other than the
parties hereto, any rights or remedies under or by reason of this Agreement.

          8.10 Amendment and Waiver.  This Agreement may be amended, modified or
               --------------------
superseded, and any of the terms, covenants or conditions hereof may be waived,
at any time by a written instrument executed by the parties hereto or, in the
case of a waiver, by the party waiving compliance.  The failure at any time of
any party hereto to require performance by another party of any responsibility
or obligation provided for in this Agreement shall in no way affect the full
right to require such performance at any time thereafter, nor shall the waiver
by any party of a breach of any provision of this Agreement by another party
constitute a waiver of the responsibility or obligation itself.

          8.11 Construction and Representation by Counsel.  The parties hereto
               ------------------------------------------
represent that in the negotiation and drafting of this Agreement they have been
represented by and relied upon the advice of counsel of their choice.  The
parties affirm that their counsel have had a substantial role in the drafting
and negotiation of this Agreement and, therefore, the rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any Exhibit or
Schedule attached hereto.

          8.12 Severability.  If any one or more of the provisions contained in
               ------------
this Agreement or any document executed in connection herewith shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions contained herein or
therein shall not in any way be affected or impaired; provided, that the
                                                      --------
economic and legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party.  In the case of any such
invalidity, illegality or unenforceability, the parties hereto agree to use all
commercially
<PAGE>

reasonable efforts to achieve the purpose of such provision by a new legally
valid and enforceable stipulation.

          8.13 Dollars.  All references in this Agreement to "Dollars" and "$"
               -------
shall mean the lawful money of the United States.

          8.14 Binding Effect; No Assignment.  This Agreement shall be binding
               -----------------------------
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  This Agreement is not assignable without the
prior written consent of each of the parties hereto or by operation of law.

          8.15 Knowledge  For purposes of this Agreement, an individual will be
               ---------
deemed to have "knowledge" of a particular fact or other matter if such
individual is actually aware of such fact or other matter.  A Person (other than
an individual) will be deemed to have "knowledge" of a particular fact or other
matter if any individual who is serving on the date hereof as a director,
officer, partner, executor, or trustee of such Person (or in any similar
capacity) has, or at any time had, knowledge of such fact or other matter.
<PAGE>

          IN WITNESS WHEREOF, this Agreement has been signed on behalf of each
of the parties hereto as of the date first above written.

                              SELLER:

                              BARCLAYS CALIFORNIA CORPORATION



                              /s/ Andrea M. Zulberti
                              ----------------------
                              By: Andrea M. Zulberti
                              Title: CHIEF ADMINISTRATIVE OFFICER

                              /s/ Joanne T. Medero
                              ---------------------
                              By: Joanne T. Medero
                              Title: Secretary


                              PURCHASER:


                              TENFOLD CORPORATION

                              /s/ Gary D. Kennedy
                              ---------------------
                              By: Gary D. Kennedy
                              Title: President & CEO
<PAGE>

                              (Exhibits Omitted)


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