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                              Amendment Four to
                                VAR Agreement
                    Between Verity, Inc. and Restrac, Inc.
                          Dated November 27, 1991


     Amendment Four to the VAR Agreement between Verity, Inc. ("Verity") and
Restrac, Inc. ("VAR") dated November 27, 1991, and as amended on May 13, 
1993, September 19, 1995 and August 30, 1996 (the "Agreement"). Capitalized 
terms, not otherwise defined herein, shall have the same meaning given such 
terms in the Agreement.

     The parties agree to amend the Agreement as follows:

1. Section 1.4.  Section 1.4 is hereby deleted in its entirety and replaced 
with the following: "'Application Programs' shall mean the software 
application programs including content or data owned or licensed by VAR from 
third parties, which is developed by the VAR with the use of the Development 
Software and which executes the Run-Time Software for the purposes described 
in the Product Addendum (see Section 8 of this Amendment 4, below). 
Development Software means the portion of the Product which must be 
incorporated in the Application Programs to execute the search, retrieval and 
other functionality of the Product. "Development Software" means the tools 
and other portions of the Product (including, without limitation, 
LIBVDL(#).LIB and LIBVDL(#).a code) which are used to incorporate the 
Run-Time Software in the Application Programs and enable the Run-Time 
Software to provide search, retrieval and other functionality within the 
Application Programs."

2. Section 1.3.  Section 1.3 is hereby deleted in its entirety. All 
references in the Agreement to "Hardware" are hereby deleted.

3. Section 2.2.1.  The first sentence of the second paragraph is hereby 
deleted in its entirety and replaced with the following: "Each Sublicense 
shall be accomplished under a license agreement ("Sublicense Agreement") 
between VAR and End User. Each Sublicense Agreement shall either be signed by 
the End User or through a "shrinkwrap" or "clickwrap" license agreement. The 
Sublicense Agreement shall contain terms that are as protective of Verity's 
intellectual property rights as the terms shown in the Restrac Software 
License Agreement, attached hereto."

4. Section 3.2.  The third paragraph of Section 3.2 is hereby deleted in its 
entirety.

5. Section 4.1.  Subsections a, b and c are hereby deleted in their entirety 
and replaced with the following: "the total number of copies of the Product 
distributed, an accounting of the sublicense fees associated with such copies 
and second-line support fees due to Verity associated with such copies."


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6. Section 5.2.1(a), (b) and (c).  Section 5.2.1(a), (b) and (c) is hereby 
deleted in its entirety and replaced with Attachment I "Technical Support 
Terms."

7. Section 6.3(b).  The following is hereby added to the end of Subsection 
(b): "Furthermore, VAR may continue to market, reproduce, sublicense and 
use any inventory of the Products which exists at the time of expiration 
or termination of this Agreement which shall not exceed VARs average 
monthly inventory of the Application Programs for the twelve (12) months 
preceding the termination date. The parties agree that any expiration or 
termination of this Agreement shall not affect any valid End User 
Sublicense Agreements in effect on the effective date of such expiration 
or termination so long as End User continues to use the Application 
Programs in accordance with such Sublicense Agreement."

8. Article VII.  The following language is hereby deleted: "(a) use of a 
superseded or altered release of the Products if such claim of 
infringement would have been avoided by the use of a current, unaltered 
release of the Products that Verity has provided to the VAR, or" and 
replaced with the following: "(a) any modification of the Products by 
parties other than Verity, or".

9. Article VIII.  The following are hereby added to the Agreement as Sections 
8.2 and 8.3; the original Section 8.2 is hereby renumbered as Section 8.4.

      "8.2  Verity warrants that the Products are designed to be used prior 
      to, during,  and after the calendar year 2000 A.D., and that the 
      products will operate during each such time period without error 
      relating to data data, specifically including any error relating to, or 
      the product of, date data which represents or references in different 
      centuries or more than one century provided that all products used in 
      combination with such Products properly exchange date data with it. 
      ("Year 2000 Compliant"). Specifically:

                     (i) the Products will not abnormally end or provide 
      invalid or incorrect results as a result of date data, specifically 
      including date data which represents or references different centuries 
      or more than one century;

                     (ii) the Products have been designed to ensure year 2000 
      compatibility, including, but not limited to, date data century 
      recognition, calculations which accommodate same century and 
      multi-century formulas and date values, and date data interface values 
      that reflect the century;

                     (iii) the Products are and will continue to be Year 2000 
      Compliant. All date processing by the Products will include four digit 
      year format and recognize and correctly process dates for Leap Year.

      VAR acknowledges that the capability of the Product to manage and 
      manipulate date-related information appropriately depends on the 
      quality of information imported or input into the Product's databases, 
      including the presence of adequate indicators of century in such 
      information. Verity

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     disclaims any warranty relating to the quality of any such imported or 
     input information.

8.3 Verity warrants that it has used, and will continue to use, commercially 
reasonable efforts to prevent inclusion of any viruses, "traps", 
"time-bombs", "worms", "Trojan horses", "protect codes", "data destruct keys" 
or any other instructions intended to terminate or disrupt the operation of 
the Products at any time for any purpose."

10. Section 11.3(b). Section 11.3(b) is hereby deleted in its entirety.

11. Amendment 2. Amendment 2, Exhibit B, Subsection 3 labeled "Restrac 
Product Subject to This Agreement The Application Package", First paragraph 
is hereby deleted in its entirety and replaced with the following: "The 
Application Programs shall consist solely of VAR's software application 
programs developed for and/or by VAR and in existence as of the Effective 
Date, currently known as "Restrac Hire," "Restrac Hire For Intranet," 
"Restrac Hire For Intranet Service," "Restrac WebHire" and "Restrac Resume 
Reader for Peoplesoft", together with substantially similar versions of such 
Applications as enhanced to include upgrades, updates, bug fixes and other 
error corrections made, or as they may be renamed, from time to time.

12. Amendment 3. Paragraph B is hereby deleted in its entirety and replaced 
with the following:
Verity Search'97 Information Server
SEARCH'97 Spider
SEARCH'97 Agent Server
SEARCH'97 Agent Server Toolkit
SEARCH'97 CD-Web Publisher
Verity K-2 Developer's Kit

13. Amendment 3. Paragraph C is hereby deleted in its entirety and replaced 
with the following: "Within thirty (30) days from the execution of this 
Amendment 4 and each anniversary thereof, VAR shall pay to Verity (i) an 
annual internal support fee in the amount of ***** ******** *** ******* *** 
****** ***** ******* (US$*****) for the copies of the product used by VAR 
internally; and (ii) a second-line support fee equal to US$ ******* which is 
payable in two annual installments of US$********* (*** annually of the 
one-time license fee stated below).

14. VAR shall pay to Verity * ********* ********* ************* ******* *** 
** *** ****** ** **** ******* ***** ***** ******** *** ******* *** ***** 
******* (US$*******) in full satisfaction of (i) On-Line Service usage*; and 
(ii) any and all sublicense fee royalty payment requirements under section 
2.0 of Exhibit C (Pricing Addendum) which would otherwise be payable with 
respect to shipment of an unlimited number of Application Packages through 
September 30, 2000 (the "Period"). Such license fee shall be due and payable 
as follows:

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          ********** *** ************** *** *** ******* *** *** ***
             ********* *** ************** *** *** ******* *** ***

*Verity grants to VAR a nonexclusive and nontransferable right to use the 
Run-Time Software as part of the Restrac's internal Application Program on 
the On-Line Service solely for the purpose of making such Application Program 
accessible to and useable by End Users as Subscribers. Licensee has no right 
to distribute the Application Programs or any Product via the On-Line Service.

"Subscriber" means a third party who is granted access to the Application 
Program by VAR on the On-Line Service on an interactive or on-line basis.

"On-Line Service" means the dial-up, remote access, Internet-based or other 
interactive service located on a single server to provide such service at the 
VAR's current Internet domain, for the purpose of making such Application 
Package accessible to Subscribers.

15. The term of this Agreement is hereby extended to remain in full force and 
effect until September 30, 2000.

16. VAR and Verity agree to issue a joint and mutually agreed upon press 
release announcing the project involving the Application Programs and 
Verity's participation and value, at a time mutually agreed on by the 
parties. Verity shall be responsible for drafting and issuing the press 
release; VAR shall cooperate with Verity and shall have the right to review 
and approve the press release prior to its release.

17. The Agreement is amended to include the following licensed Products:
Foreign Language Support: The Stemmers may be used by VAR only as embedded 
features of the Application(s), and not on a stand-alone or optional basis.

     "Stemmer" means a compact data module which encodes the inflectional 
morphology of a single language to perform language stemming and inflection. 
The languages for which Stemmers will be delivered by Verity to VAR are 
French, German, and Spanish and such Stemmers may be updated or substituted 
by Verity with other stemmers equivalent in all material respects from time 
to time hereunder during the term of this Agreement. The Stemmers delivered 
by Verity and licensed to VAR hereunder are considered part of the Product 
for the purposes of this Agreement.

18. Options.
    K-2 Option. For a period of six (6) months from the Effective Date of 
this Amendment 4, VAR may, upon the mutual written agreement of the parties 
and subject to the terms of separate and independent license agreements, 
obtain a license for the Verity K-2 software product, for a license fee in 
the amount of One Hundred and Twenty Five Thousand Dollars (US$125,000).

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     Agent Server Option. For a period of one (1) year from the Effective 
Date of this Amendment 4, VAR may, upon the mutual written agreement of the 
parties and subject to the terms of separate and independent license 
agreements, obtain a license for the Verity Agent Server software product, at 
a thirty five percent (35%) discount off Verity's then current applicable 
list price.

     Except as expressly modified herein, the Agreement shall remain in full 
force and effect. The Agreement, as amended, sets forth the entire 
understanding of the parties on the subject hereof. Any waiver or 
modification of the Agreement will be effective only if in writing and signed 
by both parties. In the event of any conflict between the terms of this 
Amendment and the terms of the Agreement, this Amendment will control.

RESTRAC, INC.                                     VERITY, INC.




/s/ C. G. Eades              8-25/98              /s/ J. E. Ticehurst  8/29/98
-----------------------------------------         ----------------------------
Signature                    Date                 Signature            Date


Cynthia G. Eades  Chief Financial Officer         J. E. Ticehurst
-----------------------------------------         Vice President
Name                         Title                Administration & Controller
                                                  ----------------------------
                                                  Name


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                                 ATTACHMENT I
                          TECHNICAL SUPPORT SERVICES


For all VARs who purchase Internal Support Services, Verity provides support 
in the form of Error Corrections, Product Updates, and Telephone Hotline 
Support. For Product which is supported, Maintenance Services are provided 
only for (i) the current release of the Product, (ii) the most recent 
previous release of the Product, and (iii) any other release of the Product 
for one year after its general availability, after which time Verity shall 
have no obligation to support such release, unless otherwise agreed to in a 
separate written agreement between the parties.

The initial effective date of Maintenance Services is the date Product is 
shipped from Verity's facility.

DESCRIPTION OF SERVICES PROVIDED DURING A MAINTENANCE PERIOD

     A) Error Corrections. Verity shall exercise commercially reasonable 
efforts to correct any error reported by the VAR in the current unmodified 
release of the Product in accordance with the priority level reasonably 
assigned to such error by Verity. If a reported error has caused the Product 
to be inoperable, or the VAR's notice to Verity states that the reported 
error is substantial and material with respect to the VAR's use of the 
product, Verity shall use its reasonable commercial efforts to correct 
expeditiously such error or to provide a software patch or bypass around such 
error. The VAR acknowledges that all reported errors may not be corrected.

     B) Product Updates. Verity provides, at no additional cost, one (l) copy 
of all published revisions to the printed documentation and one (l) copy of, 
or authorization to copy, new releases of the products, which are not 
designated by Verity as new products for which it charges a separate fee. 
Verity, may in its sole discretion, modify the Product and deliver Product 
Updates to VAR which may add new and/or eliminate existing features, 
functions, operating environment and/or hardware platforms to the Product. VAR 
may continue to reproduce and distribute the previous version of the Product 
until the date on which such VAR products are revised, at which time VAR will 
incorporate the Product Update(s) into such products.

     C) Telephone Hotline Support. Telephone Hotline Support hours of 
operation and telephone numbers for the relevant geographic region may be 
found on Verity's web site at www.verity.com. Notwithstanding the foregoing, 
during the term of the Agreement, Verity shall provide Telephone Hotline 
Support at least during the hours of 8 am and 5 pm EST and shall maintain 
working telephone numbers for support in North America and Europe. Verity 
Support personnel are available to answer questions related to Verity's 
supported products and how they perform with compatible hardware systems. 
Assistance in the development of custom applications for Verity's products is 
not included in standard hotline support. If VARs wish to acquire such 
support, it is available through Verity's Consulting group at the then-current 
consulting rates.

PRIORITY LEVELS OF ERRORS

In the performance of Technical Support Services, Verity applies priority 
ratings to problems reported by VARs.

     A) Priority I Errors.

     Description: Program errors that prevent some function or process from 
     substantially meeting the functional specification and which seriously 
     affect the overall performance of the function or process and no 
     work-around is known.

     Verity Response: Verity shall promptly initiate the following 
     procedures: (1) assign senior Verity engineers to correct the error, (2) 
     notify senior Verity Management that such errors have been




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     reported and that steps are being taken to correct the error; (3) 
     provide VAR with periodic reports on the status of corrections; (4) 
     commence work to provide VAR with a work-around until final solution is 
     available; (5) provide final solution to VAR as soon as it is available.

     B) Priority II Errors.

     Description: Program errors that prevent some function or process from 
     substantially meeting functional specification, but has a reasonable 
     work-around.

     Verity Response: Verity shall provide a work-around to the VAR and shall 
     exercise commercially reasonable efforts to include the fix for the 
     error in the next software maintenance release.

     C) Priority III Errors.

     Description: Program errors that prevent some portion of a function from 
     substantially meeting functional specification but do not seriously 
     affect the overall performance of the function.

     Verity Response: Verity may include the fix for the error in the next 
major release of the Software.