<PAGE>

                                                                 Exhibit 10.26

                                [Letterhead]


                           OEM LICENSING AGREEMENT

THIS AGREEMENT ("Agreement") is made and entered into as of June 25, 1998 
(the "Effective Date"), by and between Prime Recognition Corporation, a 
California corporation ("PR"), with its principal place of business at Four 
Buttercup Street, San Carlos, CA 94070 and Restrac, Inc. ("Buyer"), a 
Delaware corporation, with its principal place of business at 91 Hartwell 
Ave., Lexington, MA 02173.

Introduction

Prime Recognition owns or controls relevant rights to the products described 
in Exhibit A ("Licensed Products"). Buyer wishes to license the Licensed 
Products for incorporation into the products described in Exhibit B ("Buyer's 
Products") and to distribute these products to third party customers.

1. License

a. Grant Subject to the terms and conditions of this Agreement, PR grants to 
   Buyer a non-exclusive, non-transferable, world-wide, license during the 
   term of this Agreement to (i) use Licensed Products (in object code form
   only) for Buyer's own internal use in its development of the Buyer's 
   Products, (ii) copy Licensed Products solely to incorporate such copies 
   into the Buyer's Products, and (iii) distribute such copies solely as
   part of the Buyer's Products. Buyer may sublicense its distribution
   rights, but not its right to reproduce copies, to its resellers. 
   Notwithstanding the foregoing, Buyer may subcontract ability to 
   duplicate diskettes for its own manufacturing purposes.

   Buyer shall not: (1) reverse engineer, decompile, disassemble, modify,
   or alter Licensed Products, or grant to any third party the right to do
   same, (2) market, distribute, or sublicense Licensed Products on a 
   stand-alone basis or as part of any product other than the Buyer's 
   Products, (3) market, distribute, or sublicense Licensed Products for use 
   on any hardware/software platform other than the Designated Platform 
   (defined in Exhibit A) and (4) create derivative works, the term 
   "derivative" shall be defined in the United States Copyright Act, Title 17
   of U.S. Code, Section 101.

   PR shall grant Buyer the right to draft end user reference materials. Buyer
   shall have the right to incorporate portions of PR's copyrighted 
   documentation regarding the Licensed Products into Buyer's materials, as 
   long as all PR copyrights are preserved and PR copyright notices 
   reproduced.

   Buyer shall be responsible for producing all materials, including 
   packaging, documentation, and disks, except as noted in Exhibit F.

b. Fees and Royalties Buyer shall pay to PR royalty fees as set forth in
   Exhibit C in accordance with the payment schedule set forth in Section 1(d)
   for each copy of Licensed Products distributed by Buyer under Section 1(a) 
   of this Agreement.

   PR may, from time to time, release new versions of the Licensed Program 
   which contain bug fixes or very small enhancements ("Maintenance 
   Upgrades"). These versions are available to Buyer as per the terms of the
   Maintenance Program in Exhibit E.

   PR may, from time to time, release new versions of the Licensed Program 
   which contain significant enhancements, and/or added functionality 
   ("Upgrades"). Additional fees may be charged by PR for copies of and the 
   right to sublicense such Upgrades, so long as any such fees are fairly 
   applied to all PR customers and not just Buyer and follow the terms of the
   Maintenance Program in Exhibit E.


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c. Taxes  Any and all amounts due to PR hereunder are exclusive of, and Buyer 
   shall pay, any sales, use, property, license, value added, withholding, 
   excise or similar tax, federal, state, or local, that may be imposed upon 
   or with respect to Licensed Products or its delivery, sale, use, or 
   possession and any insurance premiums, packing charges, inspection fees, 
   duties, tariffs, imposts, and similar charges, exclusive of taxes based on 
   PR's net income.

d. Payment Schedule, Reporting, and Audit Right Payments for royalties and 
   license fees accrued during any calendar quarter will be due within thirty 
   (30) days of the end of such calendar quarter. Buyer agrees to keep all 
   proper records relating to its distribution of Licensed Products under 
   this Agreement. PR may cause an audit to be made of the applicable records 
   in order to verify statements rendered hereunder. Any such audit shall be 
   conducted only by a certified public accountant and shall be conducted 
   during regular business hours at Buyer's offices and in such a manner as 
   not to interfere with Buyer's normal business activities. In no event 
   shall an audit be made more frequently than annually. PR shall bear the 
   expenses of any such audit unless such audit reveals that royalties paid by 
   Buyer under Section I(b) for any quarter are less than 90% of what should 
   have been paid by Buyer for such quarter, in which event the costs of such 
   audit shall be borne by Buyer, plus a fee equal to 1.5% of the amount due 
   per month, calculated from the date such payment was due. Prompt payment 
   of any amount found due and owing PR, including audit expenses due PR under 
   this Section, shall be made by Buyer upon demand by PR.

e. Proper Sublicensing  Buyer shall distribute Licensed Products under this 
   Agreement by sublicensing to its customers, which may include end users or 
   resellers, the right to use Licensed Products solely as part of the 
   Buyer's Products, and all sublicenses of Licensed Products by Buyer shall 
   be written in nature and include, terms and conditions similar to those 
   set forth in Exhibit D. Should any customer breach the terms and 
   conditions in Exhibit D, Buyer agrees to promptly notify PR of the breach. 
   If such breach remains uncured beyond 30 days Buyer will, upon written 
   request of PR, immediately terminate the license of such customer.

2. Support; Maintenance  Buyer shall have the sole responsibility for 
   first-line technical support of the Buyer's Products. Buyer shall not 
   refer end users to PR unless first screened by Buyer. At Prime 
   Recognition's discretion, technical support may be made available to those 
   customers.

   Buyer must purchase, and renew annually, PR's current maintenance program 
   ("Maintenance") for all Licensed Products used and distributed by Buyer, 
   including development tool kits licensed for internal development efforts. 
   If maintenance program on any product lapses then, until maintenance 
   program on all products has been reinstated, (1) PR will discontinue its 
   maintenance program to Buyer, and (2) PR will not license additional units 
   or options to Buyer. Notwithstanding the foregoing, the parties agree that 
   Buyer shall not be required to pay Maintenance fees for any copy of a 
   Licensed Product that is no longer being supported under Buyer's own 
   maintenance program. PR's Maintenance program and fees are described in 
   Exhibit E, attached hereto. The parties agree that, regardless of when the 
   fees are paid, Maintenance shall not begin on an externally licensed unit 
   of the Licensed Product until such unit has been distributed by Buyer.

3. Marketing  Buyer shall reproduce PR's trademarks, copyright, and any other 
   proprietary rights notice on all copies of Licensed Products distributed 
   by Buyer under this Agreement. If PR or its trademarks are mentioned in 
   any marketing or product text Buyer will use the trademarks which PR uses 
   in conjunction with marketing and distributing the PR products. PR shall 
   own, and Buyer shall assert no ownership interest in any of the marks PR 
   uses in connection with PR products.

4. Warranties, Disclaimers and Limitations of Liability

a. PR's Warranty

   i. Functionality Warranty  PR warrants for a period of 90 days from the 
      Effective Date that Licensed Products will perform the functions 
      described in the Product Manual when properly operated in accordance 
      with the Product Manual on the Designated Platform. For any breach of 
      the above warranty, Buyer's exclusive remedy, and PR's entire 
      liability, shall be for PR, as its own expense, to correct (including 
      developing suitable workarounds) any reported Program Error, Program 
      Error defined as a reproducible and repeatable error in Licensed 
      Products which prevent Licensed Products from substantially conforming 
      to or performing in accordance with the Product Manual. If PR is unable 
      to correct such error conditions within a 30 day period from the date 
      first reported to PR, then PR shall refund to Buyer all license fees 
      and royalties paid under Section I(b) of the Agreement. PR does not 
      warrant that the operation of Licensed Products will be uninterrupted 
      or error-free, or that all errors


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         will be corrected, or that Licensed Products will satisfy Buyer's 
         requirements or that Licensed Products will operate in the 
         combinations which Buyer may select.

     ii. Media Warranty. PR warrants the media containing Licensed Products to 
         be free of defects in materials and workmanship under normal use for 90
         days from and after the date on which the media is delivered to Buyer.
         During such 90 day period, Buyer may return defective media to PR and
         same will be replaced without charge. Such replacement of media is
         Buyer's exclusive remedy and PR's entire liability in the event of a
         media defect.

    iii. Year 2000 Compliance. PR warrants that the Licensed Products are 
         designed to be used prior to, during, and after the calendar year 
         2000 A.D., and that the Licensed Products 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 which 
         represents or references different centuries or more than one century
         provided that all products, particularly the operating system 
         software, used in combination with such Licensed Products properly 
         exchange date data with it. ("Year 2000 Compliant"). Specifically: 
         (1) the Licensed 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; (2) the Licensed Products has 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; (3) the Licensed Products are and 
         will continue to be Year 2000 Compliant. All date processing by the 
         Licensed Products will include four digit year format and recognize 
         and correctly process dates for Leap Year.

     iv. Time-bomb Warranty. PR further warrants that the Licensed Products do
         not and shall not contain any viruses, traps, time-bombs, worms, 
         trojan horses, protect codes, data destruct keys or any other 
         instructions that may terminate or disrupt the operation of the 
         Licensed Products at any time or for any purpose, except for that code
         that tests for the presence of the required (and correctly configured) 
         hardware key.

b. Warranty Disclaimers and Limitations. THE WARRANTIES ABOVE ARE EXCLUSIVE 
   AND IN LIEU OF ALL OTHER WARRANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING, 
   BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 
   FOR A PARTICULAR PURPOSE.  Any misuse or unauthorized 
   modification of the Licensed Products shall void this warranty. Repair or 
   replacement of a part, code, or other item, if performed within the initial 
   90 day period, and after 60th day shall extend the warranty period to 30 
   days from the time of such repair or replacement.

c. No Warranty Pass-Through. Buyer shall not pass through to its customers or 
   any other third party the warranties made by PR under this Section 4, shall 
   make no other representations to its customers or any other third party on 
   behalf of PR, and shall expressly indicate to its customers that they must 
   look solely to Buyer in connection with any problems, warranty, claim, or 
   other matters concerning Licensed Products. No warranty, representation or 
   agreement herein shall be deemed to be made for the benefit of any customer 
   of Buyer or any other third party.

d. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY 
   INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF 
   PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY,
   WHETHER IN AN ACTION IN CONTRACT OR TORT, OR BASED ON A WARRANTY, EVEN IF THE
   OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PR'S 
   LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE 
   AMOUNTS ACTUALLY PAID BY BUYER TO PR UNDER THIS AGREEMENT. THE FOREGOING 
   LIMITATIONS SHALL NOT APPLY TO PR'S INDEMNITY OBLIGATIONS UNDER SECTION 5 
   HEREOF.

5. Indemnity

a. PR Indemnity. PR shall be responsible for and shall indemnify, defend and 
   hold Buyer harmless from any and all losses, liability, or damages arising 
   out of, or incurred, in connection with a claim that Licensed Products, if 
   used within the scope of this Agreement, infringes a United States 
   copyright or patent ("Claim"), and PR will indemnify Buyer from any 
   damages finally awarded based upon a Claim, provided that: (i) Buyer 
   notifies PR in writing within 30 days of any Claim, (ii) PR has sole 
   control of the defense and all related settlement negotiations, and (iii) 
   Buyer provides PR with the assistance, information and authority

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    necessary to perform the above. Reasonable out-of-pocket expenses 
    incurred by Buyer in providing such assistance will be reimbursed by PR. 
    PR shall have no liability for any Claim to the extent it is based on: 
    (i) use of a superseded or altered release of Licensed Products if such 
    infringement would have been avoided by the use of current unaltered 
    releases of Licensed Products that PR provides to Buyer or (ii) the 
    combination, operation, or use of Licensed Products with products or data 
    not furnished by PR if such infringement would have been avoided by the 
    use of Licensed Products without such products or data. In the event 
    Licensed Products is held or is believed by PR to infringe a Claim, PR 
    shall have the option, at its expense, to (i) modify Licensed Products to 
    be non-infringing, (ii) obtain for Buyer the right to continue using 
    Licensed Products, or (iii) terminate this Agreement and refund to Buyer 
    all license fees and royalties paid under Section 1(b) of this Agreement. 
    This Section 5a states Buyer's exclusive remedy and PR's entire liability 
    for any infringement.

b.  Buyer Indemnity  Buyer shall be responsible and shall indemnify and hold 
    PR harmless for any and all losses, liability, or damages arising out of, 
    or incurred, in connection with (i) Buyer's use of Licensed Products, 
    except for warranty claims under Section 4(a) above and third party 
    infringement claims as set forth in Section 5(a) above, and (ii) any 
    unauthorized representation, warranty, or agreement, express or implied, 
    made by Buyer to any of its customers or any other third party with 
    respect to Licensed Products, provided that: (i) PR notifies Buyer in 
    writing within 30 days of any Claim, (ii) Buyer has sole control of the 
    defense and all related settlement negotiations, and (iii) PR provides 
    Buyer with the assistance, information and authority necessary to perform 
    the above. Reasonable out-of-pocket expenses incurred by PR in providing 
    such assistance will be reimbursed by Buyer. This Section 5b states PR's 
    exclusive remedy and Buyer's entire liability for any of the actions 
    described above.

6.  Proprietary Rights

a.  Ownership of Proprietary Rights  PR shall retain all of its rights or 
    title to and ownership of all copyrights, trademarks, trade secrets, 
    patents, and all other intellectual property rights related to or 
    embodied in Licensed Products. Except as otherwise expressly provided in 
    this Agreement, Buyer has no right, title, or interest in Licensed 
    Products or any intellectual property right relating to Licensed Products.

b.  Non-disclosure  By operation of and performance under this Agreement, the 
    parties may have access to information that is confidential to one 
    another (the "Confidential Information"). The Confidential Information 
    shall be limited to Licensed Products and information related thereto, 
    which are PR's Confidential Information, and all information clearly 
    marked as confidential. A party's Confidential Information shall not 
    include information which: (i) is or becomes a part of the public domain 
    through no act or omission of the other party; (ii) was already in the 
    other party's lawful possession, all as is documented by the other party; 
    (iii) is lawfully disclosed to the other party by a third party without 
    restriction on such disclosure; or (iv) is independently developed by the 
    other party without violation of this Agreement. The parties agree not to 
    disclose or make each other's Confidential Information available, in any 
    form, to any third party or to use each other's Confidential Information 
    except as expressly permitted in this Agreement. Each party agrees to 
    take all reasonable steps to ensure that Confidential Information is not 
    disclosed or distributed by its employees or agents (who have access to 
    same because of and on a need-to-know basis) in violation of any 
    provision of this Agreement. Notwithstanding any restrictions on use of 
    Confidential Information contained in the Agreement, but subject to 
    applicable copyright and patent rights of the parties set forth herein, 
    each party shall be free to use the Residuals from any Confidential 
    Information and any ideas and/or concepts contained therein for any 
    purpose, including use in the development, manufacture, marketing and 
    maintenance of products and services. "Residuals" means information 
    contained in Confidential Information in intangible form which may be 
    retained in unaided memory by those employees of one party to this 
    Agreement who have had access to Confidential Information of the other 
    party pursuant to the Agreement.

7.  Export Law Compliance, U.S. Government Rights and Compliance with Laws  
    Buyer understands and recognizes that Licensed Products and other 
    materials made available to it hereunder maybe subject to the export 
    administration regulations of the United States Department of Commerce 
    and other United States government regulations related to the export of 
    technical data and equipment and products produced therefrom. Buyer is 
    familiar with and agrees to comply with all such regulations, including 
    any future modifications thereof, in connection with the distribution of 
    Licensed Products. Buyer further acknowledges that it is knowledgeable 
    about U.S. Government export licensing requirements or that it will 
    become so prior to engaging, directly or indirectly, in any export 
    transaction involving Licensed Products, related documentation or PR 
    technical data.

                                       4



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     Licensed Products and documentation are provided with Restricted Rights. 
     Use, duplication or disclosure by the U.S. Government is subject to 
     restrictions as set forth in subparagraph (c)(1)(i) of the Rights in 
     Technical Data and Computer Software clause at 15 CFR 252.227-7013. 
     Buyer agrees to place equivalent language on any Buyer's Products that 
     include Licensed Products to maintain this protection. Furthermore, if 
     applicable, Buyer shall be responsible for obtaining at its own expense 
     all required non-U.S. governmental approvals and authorizations in 
     connection with its marketing and distribution of Licensed Products.

8.   Term, Termination, and Effect of Termination

a.   Term The term of this Agreement shall commence on the Effective Date and 
     continue for three years thereafter, unless and until earlier terminated 
     pursuant to Section 6(b) of this Agreement. After this term the 
     Agreement will automatically renew on each anniversary of the Effective 
     Date unless either party gives the other written notice of non-renewal 
     at least one hundred and eighty (180) days prior to such anniversary.

b.   Termination by Either Party Notwithstanding anything herein contained to 
     the contrary, either party, as applicable, shall have the right, in 
     addition and without prejudice to any other rights or remedies, to 
     terminate this Agreement as follows:

     i.  by either party, effective immediately upon written notice if the 
         other party commits any material breach of the terms hereof which 
         shall not have been remedied within 30 days of the receipt by the 
         party in default of notice specifying the breach and requiring its 
         remedy; or

     ii. by either party, effective immediately upon written notice if (A) 
         all or a substantial portion of the assets of the other party are 
         transferred to an assignee for the benefit of creditors, to a 
         receiver or to a trustee in bankruptcy, (B) a proceeding is 
         commenced by or against the other party for relief under bankruptcy 
         or similar laws and such proceeding is not dismissed within 50 days, 
         or (C) the other party is adjudged bankrupt.

c.   Effect of Termination Termination or expiration of this Agreement shall 
     not affect any other rights of either party which may have accrued up to 
     the date of such termination or expiration and (i) Buyer shall not be 
     relieved of any obligation for any sums due to PR under this Agreement; 
     (ii) neither party shall be relieved of any confidentiality obligation 
     under Section 4(b) of this Agreement; and neither party shall be 
     relieved of its indemnity obligation under Section 5 of this Agreement.

d.   Buyer's Duties Upon Termination Upon any termination or expiration of 
     this Agreement, Buyer agrees to immediately cease using or distributing 
     Licensed Products and certify in writing to PR within 30 days after such 
     termination that Buyer has destroyed, or permanently erased, or has 
     returned to PR, all copies of Licensed Products and all related 
     documentation (in all forms, partial or complete).

     PR will provide a credit to Buyer for up to twelve (12) units in Buyer's 
     inventory (not yet sublicensed to users) at time of termination subject 
     to following conditions: (a) If Buyers owes monies to PR, this credit 
     will be used to reduce debt first. Any excess credit will be refunded to 
     Buyer, and (b) hardware keys and any other PR sourced materials must be 
     returned for each unit.

     No termination or expiration of this Agreement shall affect the rights 
     of end-users or resellers, who acquired the Licensed Products (as part 
     of the Buyer's Products) pursuant to this Agreement.

9.   Miscellaneous

a.   Assignment, Benefits and Binding Nature of Agreement Buyer may not 
     assign, sublicense (except as expressly permitted in this Agreement) or 
     transfer its rights or delegate its obligations under this Agreement 
     without the prior written consent of PR, which shall not be unreasonably 
     withheld. Notwithstanding the foregoing, Buyer may assign the Agreement 
     (without PR's consent) to an entity which controls it, it controls or 
     with which it is under common control. In the case of any permitted 
     assignment or transfer of or under this Agreement, this Agreement or the 
     relevant provisions shall be binding upon, and inure to the benefit of, 
     the successors, executors, heirs, representatives, administrators, and 
     assigns of the parties hereto.

b.   Entire Agreement This Agreement, along with the Exhibits attached and 
     referenced herein, embodies the final, complete and exclusive 
     understanding between the parties, and replaces and supersedes all 
     previous oral or written agreements, understandings,

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<PAGE>

   or arrangements between the parties with respect to the subject matter 
   contained herein. This Agreement may not be modified or amended except in a
   writing signed by an authorized officer of each party hereto.

c. Force Majoure Neither party shall be liable to the other for its failure 
   to perform any of its obligations under this Agreement, except for payment 
   obligations, during any period in which such performance is delayed or 
   rendered impracticable or impossible due to circumstances beyond its 
   reasonable control, provided that the party experiencing the delay promptly 
   notifies the other of the delay.

d. Notice Except as otherwise provided in this Agreement, notices required to 
   be given pursuant to this Agreement shall be effective when received, and 
   shall be sufficient if given in writing, hand-delivered, sent by First Class 
   United States Mail, return receipt requested (for all types of 
   correspondence), postage prepaid, or sent by overnight courier service and 
   addressed as follows:

     To PR:                               To Buyer:

     Kenn T. Dahl                         Scott Johnsen
     Prime Recognition                    Restrac, Inc.
     Four Buttercup Street                91 Hartwell Ave.
     San Carlos, CA 94070                 Lexington, MA 02173

   The parties may change the name and address of the person to whom all notices
   or other documents required under this Agreement must be sent at any time by
   giving written notice to the other party.

f. Governing Law This Agreement shall be interpreted in accordance with the 
   laws of the state of California.

g. Waiver The failure of either party to enforce the provisions of this 
   Agreement shall not be deemed a waiver of such provisions or of the right of
   such party thereafter to enforce such provisions.

h. Severability In the event that any provision of this Agreement shall be 
   held to be unenforceable or invalid, the enforceable or valid portion thereof
   and the remaining provisions of this Agreement will remain in full force and 
   effect.

i. Independent Contractors The parties are not employees or legal 
   representatives of the other party for any purpose. Neither party shall have
   the authority to enter into any contracts in the name of or on behalf of the
   other party.



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IN WITNESS THEREOF, the undersigned have executed and delivered this 
Agreement by their duly authorized representatives as of the date first set 
forth above.


Prime Recognition Corporation              Restrac, Inc.




By: /s/ Kenn T. Dahl                By: /s/ Cynthia Eades
   ---------------------------          ------------------------------
   (signature)                          (signature)

   Kenn T. Dahl                          Cynthia Eades  
    President                             Chief Financial Officer

Date:  7-2-98                            Date:  6-26-98
     -------------------------                -----------------------



                                       7



<PAGE>

                                   Exhibit A
                                   ---------

                               Licensed Products
                               -----------------

<TABLE>
<CAPTION>
                 Product ID                                       Description
                 ----------                                       -----------
             <S>                                      <C>
                 OCR-NT-L3                                 PrimeOCR NT Level 3
                 OCR-DS                                    Image Deskew
                 OCR-IE                                    Image Enhancement
                 OCR-ETO                                   Enhanced Text Output
                 OCR-CILR                                  Confidence/Image Location Reporting
</TABLE>


                              Designated Platform
                              -------------------

Windows NT and all hardware which supports this operating system and Intel CPU
binary compatibility, and meets PR's then current minimum system requirements.

                          Current System Requirements

32MB of Free RAM (assumes standard configuration, excludes RAM required by OS 
  and other resident applications) 
Active LPT1 Printer Port with no other hardware keys present 
20MB of free disk space
CD ROM drive (for installation)

Future system requirements may differ.




                                   8

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                                   Exhibit B
                                   ---------

                                Buyer's Products
                                ----------------


                           Restrac Hire for Intranet



                                   9


<PAGE>

                                  Exhibit C

                      Licensing Fees, Terms and Conditions

Product Versions

PR will provide Buyer with Versions 2.70, and 3.0 of the above mentioned 
licensed products. Buyer will sublicense only one version at any one time.

Products with Version 2.70 may be upgraded to Version 3.0 for a special price 
of **** (**** ** *********) until 7/1/99.

Configuration

The minimum PrimeOCR configuration to be used by Buyer is shown in Exhibit A.

********** ******** *******, *** **** ******* ********* ** *** *********, *** 
** ***** *** ** ********* **** ** *** **** ******* ****** ******** ***** (*** 
** **** *****, ***** ** ***** ***** ***** ** ***** (*-*)) *** ** *******. *** 
******* ******* *** ********** ** **** *******: (*) ***-** "****** ****" 
****** (*/**** ******), ******* ******** ** ***, *** (*) ***-*** "*** ******" 
******, ********* ** ** **'* ********** *** **** ** ******** ** * **** ** 
**** *****, ********* ******** ****** *******. ** *** ****** ** **** ******, 
********* ** *********, ***** ********* ******* ****** **************, 
********* *** *** ******* **, ******* ****** ** ******** ******, ****** **'* 
******* ** *** *** ******* ** ***** ******* ***** **** *********.

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

***** (*-*) ***** *** ******** ******** ******** ** ***** *** ******** 
******** ***** ** ***** ** ***** ***** ********. ***** ******** ****** ** *** 
*** ********* ** ** *** ***** ********* ***,*** (***** ********) ** ******** 
******** ***** ******** **** *** ***** ** ***** *****. *** ******* ***** 
******** ** ***. **** ******* ******** *** ** ********* ** *** ***** ** 
******* ********** ** ** ***** ***,***.

Maintenance

A first year annual maintenance program is required for every product 
licensed. After the first year, if Buyer has its customer under a maintenance 
agreement then PR maintence program is also in effect. However, at any point 
in time, payments to PR for maintenance programs must be equivalent to at 
least 50% of all outstanding units being covered by the maintenance program.

Pricing of maintenance program is 15% of the then current list price of 
license. Maintenance program costs are discounted by the then current 
discount level. First year maintenance program costs are due at the same time 
as license costs are due.

On the annual anniversary of this Agreement the maintenance program costs of 
all licensed programs are aggregated into one term which runs from the 
Anniversary date to the next Anniversary date. Any products licensed for the 
first time in the prior year will be prorated so that the maintenance 
coverage for these products now extends to the next Anniversary date. PR will 
prepare and send an invoice of this cost at it's earliest convenience after 
Anniversary date, and invoice is due 30 days after receipt by Buyer, with 
overdue balances accruing a 1.5% per month fee.

Security

Each PrimeOCR unit licensed will include a hardware key for security.


                                      10


<PAGE>

                     Special Table (C-2) & (C-3) Discounts

Fees for "New Customer"

Table (C-2) shows a final per unit cost of **,***.** ** *****'* ******* 
******** *****. This represents a *** discount off of PR's list prices at the 
time of Effective Date and is available to any new Restrac Hire for Intranet 
customer, "New Customer" subject to the conditions noted below. One year of 
maintenance program charges are included in Buyer's initial Fees and are 
discounted at the special rate. The discount on subsequent year maintenance 
program renewals will follow the schedule outlined in Table (C-1).

The New Customer discount (***) and cost (**,***.**) shown in Table (C-2) 
expire one year after the Effective Date of this Agreement. After that time, 
New Customer pricing can change based upon Buyer's current discount level and 
price changes to PR's products.

Fees for "Upgrade Customer"

Table (C-3) provides the same PrimeOCR configuration shown in Table (C-2), 
but includes an even lower cost of **,***.** for existing Restrac Hire 
customers who upgrade to Hire for Intranet, "Upgrade Customer". This *** 
discount (calculated from PR's list prices at the time of Effective Date) is 
restricted to existing (pre V4.0) Restrac Hire customers and subject to the 
conditions noted below. One year of maintenance program charges are included 
in Buyer's initial Fees and are discounted at the special rate. The discount 
on subsequent year maintenance program renewals will follow the schedule 
outlined in Table (C-1).

The number of Upgrade Customer units available for license is limited to ***. 
Additional units may be licensed at the then current New Customer price.

The Upgrade Customer discount (***) and cost (**,***.**) shown in Table (C-3) 
expire two years after the Effective Date of this Agreement. Additional units 
may be licensed at the then current New Customer price.

Table (C-2) & (C-3) Discount Conditions

To qualify for the discounts shown in Tables (C-2) and (C-3), Buyer must 
adhere to the following conditions:

     Configuration: The minimum configuration to be used by Buyer for all 
     licenses is shown in Table (C-2).

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     Returns: None of the Pre-License fees are refundable, for example, 
     refunds shown in Section 8(d) do not apply to the Pre-License units.



                                      11


<PAGE>

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                                       12


<PAGE>

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                                      13

<PAGE>

                                   Exhibit D

                              End User Sublicense
                              -------------------
                          Minimum Terms and Conditions 
                          ----------------------------

              (Attach Restrac's standard Software License Agreement)





                                       14

<PAGE>

                                   Exhibit E

                    Prime Recognition Maintenance Program

Benefits
--------

Technical Support
                                Unlimited contacts at no charge
                                Telephone: 650-631-9800
                                     8:30AM-6:00PM Pacific Time, Monday-Friday 
                                      except Holidays
                                FAX: 650-631-5686
                                EMAIL: support@primerecognition.com
                                FTP: ftp.primerecognition.com

Access To Maintenance Upgrades  
                                No charge
                                Contact Technical support for availability of 
                                new releases

Discount on Feature Upgrades
                                50% discount on list cost of upgrade
                                Contact Sales for information on availability 
                                 and pricing

Access to Onsite Support
                                $125/hour, 4 hour minimum including travel time
                                Plus travel expenses
                                $500 plus expected travel expenses paid up 
                                 front
                                Prime Recognition may refuse an onsite 
                                 support request
                                

Cost
----

15% of purchase price per year, paid at beginning of year. Succeeding year 
maintenance price increases are limited to a maximum of 5% per year.
If program is terminated no refund is made for any remaining period of 
coverage.
If program is terminated and then reinstated, normal maintenance price is 
incurred for period in which maintenance was not purchased.

                                      15

<PAGE>

Limitations
-----------
(1) Technical support is limited to Prime Recognition's products running 
under supported environments.

(2) All Prime Recognition products licensed by user must be under a active 
Prime Recognition maintenance program to receive maintenance on any product.

(3) Prime Recognition does not warrant that its software is free of defects, 
nor does it warrant that it can fix any or all defects. Prime Recognition 
does warrant that it will use standard levels of effort to fix bugs 
identified, or develop "work arounds", in a timely manner. Prime Recognition 
offers one level of resolution escalation. Customers may send Prime 
Recognition a written letter documenting problem. Prime Recognition has three 
days to accept the problem as conforming to its maintenance requirements 
(e.g., software is operating on a supported platform, problem is not caused 
by a third party product from user, etc.). If accepted Prime Recognition has 
another three days to fix problem, develop a work around, document to user 
why fix will take more than three days to fix, or document to user why 
problem can not be fixed.

(4) Versions more than one year old will be supported at PR's discretion. 
 
                                      16
<PAGE>

                                   Exhibit F

               Responsibilities for Licensed Product Components
               ------------------------------------------------

PR will supply all hardware keys at its expense. Buyer must order from PR the 
specific configuration of options that will be or have been licensed to 
Buyer's customer. PR will program key and deliver key to Buyer with a 3 
business day turnaround. The number of keys supplied to Buyer should match 
the number of Licensed Products licensed in any quarter. PR will not accept 
returns of keys unless they are proven defective.

                                      17