CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS



                      RESTATED SOFTWARE LICENSE AND SUPPORT

                                       AND

                                HARDWARE PURCHASE

                                    AGREEMENT

                         dated as of September 25, 2000

                                     between

                                    ADP, Inc.

                                       and

                               Kronos Incorporated



<PAGE>
<TABLE>
<CAPTION>


                                                        TABLE OF CONTENTS

<S>                                                                                          <C>
1.Definitions ..........................................................................       7

2.Grant of Software License to ADP; Right to Sublicense; Restrictions on Kronos and ADP       15

3.Title, Ownership and Use of Kronos Software ..........................................      35

4.Software, Maintenance and Support Obligations; Training ..............................      38

      For TKC Software and Lite Software ...............................................      38

      For WFC Software .................................................................      46

      Training .........................................................................      53

5.Payments to Kronos for Software and Support ..........................................      54

6.Agreements with Respect to Source Code ...............................................      62

7.Agreements with Respect to Custom Software ...........................................      67

8.Purchase and Sales of Hardware .......................................................      69

9.Order of Hardware ....................................................................      70

10.Hardware Purchase Price; Payment; Taxes .............................................      72

11.Hardware Maintenance ................................................................      73

12.Hardware Warranty Coverage ..........................................................      75

13.Favored Customer ....................................................................      77

14.Term and Termination; Rights Upon Termination .......................................      78

14A.Modifications by ADP ...............................................................      87

14B.Limitation Of Liability And Indemnification ........................................      87

15.Additional Agreements ...............................................................      90

16.Representations, Warranties and Covenants of Kronos .................................      91

16A.Representations, Warranties and Covenants of ADP ...................................      94

17.Patent, Trademark, Copyright and Proprietary Rights Indemnification .................      94

18.Confidentiality .....................................................................      98

19.Force Majeure .......................................................................     100

20.Use of Name .........................................................................     100

21.Relationship of the Parties .........................................................      96

22.Restrictions Applicable to TRM ......................................................      96

23.ADP WFC Software Pilot ..............................................................      99

24.Additional Provisions Applicable to Lite Software and ADP-ized Lite Software ........     100

25. Miscellaneous ......................................................................     101

</TABLE>


                                    EXHIBITS
EXHIBIT A:        Intentionally Omitted
EXHIBIT B:        Description and Pricing for Hardware Used with
                  ADP-ized TKC Software
EXHIBIT B-1:      Description and Pricing for Hardware Used with
                  ADP-ized Lite Software
EXHIBIT B-2:      Description and Pricing for Millennium Hardware
EXHIBIT C:        Description and Pricing for ADP-ized TKC Software
EXHIBIT C-1:      Description and Pricing for ADP-ized Lite Software
EXHIBIT C-2:      Description and Pricing for ADP WFC Software and Maintenance
EXHIBIT D:        Intentionally Omitted
EXHIBIT E:        Intentionally Omitted
EXHIBIT F-1:      Hardware Maintenance Prices and Description of Services
EXHIBIT F-2:      Maintenance Procedures
EXHIBIT G:        Procedure for Return/Refurbishment of Certain Hardware

                                     ANNEXES
ANNEX I:                   Form of Shrink Wrap License
ANNEX II:                  Intentionally Omitted
ANNEX III:                 ADP Employee Confidentiality Agreement
ANNEX IV:                  ADP Professional Services Agreement



<PAGE>


                  THIS RESTATED AGREEMENT, dated as of Sept. 25, 2000 is between
         ADP,  Inc.,  a Delaware  corporation  ("ADP"),  with offices at One ADP
         Boulevard,  Roseland,  New Jersey  07068,  and Kronos  Incorporated,  a
         Massachusetts  corporation  ("Kronos"),  with offices at 297  Billerica
         Road, Chelmsford, Massachusetts 01824.

                  WHEREAS, the parties previously entered a Software License and
         Support  and  Hardware  Purchase  Agreement  dated  April 2,  1993,  an
         Amendment  to that  Agreement  dated  July 22,  1996,  a Total Time 120
         Amendment to that Agreement dated July 22, 1996, a Second  Amendment to
         the Agreement effective on February 11, 1998, a Third Amendment to that
         Agreement dated February 17, 2000, a Development  Agreement dated March
         21, 1995, and various letters clarifying the parties' respective rights
         and  obligations  under that  Agreement and Amendments  thereto,  (that
         April 2, 1993 Agreement and the above specified Amendments thereto, the
         Development Agreement and letters shall hereafter be referred to as the
         "Original Agreement");

                  WHEREAS,  the  parties  have  agreed to revise and replace the
         Original Agreement with this Restated Agreement;

                  WHEREAS,  Kronos(R) owns certain software which is designed to
         provide time and attendance processing capabilities to businesses; and

                  WHEREAS,   Kronos  manufactures   certain  hardware  which  is
         designed to record time and attendance of businesses' employees; and

                  WHEREAS, ADP is in the business of providing payroll,  payroll
         tax filing, human resources and employee benefits  administration,  and
         other data processing services to businesses; and

                   WHEREAS,  ADP desires to offer to ADP  Clients an  integrated
         package of time and  attendance  processing  services,  which  includes
         hardware and software developed by Kronos; and

                   WHEREAS, ADP desires Kronos to provide, and Kronos desires to
         provide to ADP,  a license  to use the ADP T & A  Software  or any part
         thereof  (including  a  license  to use any and all  modifications  and
         enhancements  which are made to the software by Kronos at ADP's request
         as  contemplated  herein  and which are not  otherwise  owned by ADP as
         contemplated  herein), the right to sublicense the same to ADP Clients,
         and certain  other rights in  connection  therewith,  all in accordance
         with the terms and conditions set forth herein; and

                  WHEREAS,  ADP also desires to purchase  and Kronos  desires to
         sell to ADP,  certain units of hardware  manufactured by Kronos for the
         purpose of providing such hardware to ADP Clients; and

                  WHEREAS,  ADP also  desires  Kronos  to  provide,  and  Kronos
         desires to provide to ADP, certain maintenance,  support,  training and
         technical  assistance  with  respect  to  the  ADP T & A  Software  and
         Hardware,  all in accordance  with the terms and  conditions  set forth
         herein;

                  NOW, THEREFORE, the parties hereto agree as follows:

1.       Definitions.
(a)      "ADP Clients"  shall mean all current and future  clients and customers
         of ADP and its  Subsidiaries  and  Affiliates who are now or will be in
         the future receiving any of the ADP Services.
(b)      "ADP Features" shall have the meaning set forth in Section 6(b) hereof.
(c)      "ADP Services" shall mean any or all of the payroll processing, payroll
         tax filing,  human resources and employee benefits  administration  and
         other  related  services  offered  by  ADP  and  its  Subsidiaries  and
         Affiliates, now or in the future (including,  without limitation, ADP T
         & A).
(d)      "ADP T & A" shall mean the time and attendance services, which includes
         the Hardware and ADP T & A Software,  provided by ADP to ADP Clients or
         other ADP customers.
(e)      "ADP T & A Software"  shall mean the  ADP-ized TKC  Software,  ADP-ized
         Lite Software and the ADP WFC Software, all as defined herein.
(f)      "ADP WFC Software"  shall mean the WFC Software as enhanced or modified
         pursuant to Section  4(n) or pursuant  to other  specifications  agreed
         upon by the parties under Section 7.
(g)      ADP-ized  Lite  Software"  shall mean the Lite  Software as enhanced or
         modified  under the Original  Agreement  (previously  called Total Time
         120),  or  herein  pursuant  to  Section  4(c)  or  pursuant  to  other
         specifications agreed upon by the parties under Section 7.
(h)      "ADP-ized  TKC  Software"  shall mean the TKC  Software  as enhanced or
         modified under the Original  Agreement,  or herein  pursuant to Section
         4(c) or  pursuant  to other  specifications  agreed upon by the parties
         under Section 7.
(i)      "Affiliate"  shall mean,  with respect to any entity,  any other entity
         that  directly  or  indirectly  through  one  or  more  intermediaries,
         controls or is  controlled  by or is under common  control  with,  such
         entity;  provided however,  that any Affiliate of ADP shall be required
         to be within the ADP Employer Services Group.
(j)      "Application  Service  Provider"  shall  mean a person or  entity  that
         sells/licenses software  applications/solutions  and/or hardware to its
         customers,   and/or  hosts  software   applications/solutions  for  its
         customers,  and  processes  such  applications/solutions   within  data
         centers or other facilities for such customers.
(k)      "Bug"  shall  mean,  when  measured   against  the  Kronos  user  guide
         documentation  applicable  to the  comparable  (as to version and type)
         Kronos  Software,   and  against  any  additional   specifications  for
         enhancements made by Kronos if such  specifications  are agreed upon in
         writing by the parties, (i) a reproducible error which causes the ADP T
         &  A  Software  to  (a)  produce  erroneous,  distorted  or  misleading
         information,  (b) abnormally cease to operate or (c) interpret input in
         an erroneous,  distorted or misleading fashion or (ii) a malfunction in
         the ADP T & A Software that has been  reported and  documented by three
         or more independent users.
(l)      "Delivery Period" shall have the meaning set forth in Section 10(c)
          hereof.
(m)      "End-Users"  shall mean all current and future clients  (including ADP)
         of  Kronos  who  are now or will  be in the  future  sub-licensing  the
         Software or any part thereof.
(n)      "Event of Default" shall have the meaning set forth in Section 14(b)
          hereof.
(o)      "Hardware" shall mean the units of hardware  developed and manufactured
         by Kronos,  as more fully described on Exhibits B, B-1 and B-2 attached
         hereto,  as such  Exhibits  may be amended  from time to time,  and any
         other hardware added to this Restated Agreement under Section 8.
(p)      "Human Resources Processing Services" shall mean the provision of human
         resources  administration  processing  services  in  a  service  bureau
         environment.
(q)      "Kronos  Software"  shall  mean  the  Workforce  Central(TM)  Software,
         Timekeeper  Central(R)  Software and Lite  Software,  as such terms are
         defined herein and software developed under Section 7 herein.
(r)      "License Fee" shall have the meaning set forth in Section 5 hereof.
(s)  "Lite Software" shall mean the software  programs and modules  developed by
     or for,  and owned by,  Kronos,  as more fully  described  in  Exhibit  C-1
     attached  hereto,  formerly  known as  "Total  Time  120"  Software.  "Lite
     Software"  shall also include (if any)  software  programs  and/or  modules
     which are released by Kronos as a corrective or Bug-fix  release during the
     term of this Agreement,  standard modifications,  standard enhancements and
     future  versions of the Lite  Software;  provided,  however,  that software
     developed/manufactured  by  third  parties  other  than  Kronos  shall  not
     constitute  "Lite Software" unless such third party software is embedded in
     the Lite  Software or is offered for  resale/sublicensing  by Kronos to ADP
     under this  Restated  Agreement;  and provided  further  that  inclusion of
     modifications,  enhancements  and future  versions  within this  definition
     shall not automatically imply that such items are free of charge.
(t)      "Major Account Sales Force" shall have the meaning set forth in Section
         22(a) hereof.
(u)      "Materials"  shall mean at any given time the then  current  version of
         all  standard  documentation  provided  by Kronos  with  respect to the
         Kronos  Software  or Hardware or any part  thereof,  including  without
         limitation,   any  product  descriptions  and  specifications,   users'
         manuals,   installation  and  training  guides  and  informational  and
         marketing brochures and materials, distributed to its End-Users.
(v)      "National Account Sales Force" shall have the meaning set forth in
         Section 22(a) hereof.
(w)      "No Start" shall have the meaning set forth in Section 5(b) hereof.
(x)      "Object Code" shall mean computer programs in machine executable form
         stored on magnetic or electronic recording media.
(y)      "Order Acceptance Date" shall have the meaning set forth in
         Section 9(a) hereof.
(z)      "Payroll Processing Services" shall mean the provision of payroll
         processing services in a service bureau environment.
(aa)     "P.O." shall have the meaning set forth in Section 9(a) hereof.
(bb)     "Reissue" or "Reissuance" shall have the meaning set forth in
         Section 5(b) hereof
(cc) "Scheduling"  shall  mean  specifying  the  times  a  person   starts/stops
     different work activities  and/or the process of forecasting and planning a
     schedule, as such schedule relates to the scheduling of people for work.
(dd)     "Software" shall mean the Kronos Software and the ADP T & A Software.
         Pursuant to Section 6(c), the ADP
         Features, except for the Five Files, shall not be a part of the ADP T &
         A  Software  or Kronos  Software  and,  accordingly,  are not a part of
         Software.
(ee)     "Source  Code"  shall mean,  with  respect to any  software  program or
         module,  a set of  instructions  written by computer  programmers  in a
         higher level,  human-readable  programming language (including, if any,
         systems  and  other  documentation  in  existence  on or after the date
         hereof which are maintained by Kronos for purposes of  maintaining  and
         supporting  the Software)  which will enable a user to direct  computer
         functions and maintain and support such software programs and modules.
(ff)     "Sublicense"  shall  mean  any  re-licensing  by ADP  of the  ADP T & A
         Software  or any part  thereof  to any ADP  Client or other  authorized
         Sublicensee pursuant to a sublicense validly issued under this Restated
         Agreement.
(gg)     "Sublicensee" shall have the meaning set forth in Section 2(b) hereof.
(hh)     "Subsidiary"  shall mean any  company or other legal  entity,  at least
         fifty  percent  (50%) of  whose  outstanding  stock or other  ownership
         interest  entitled  to vote for  election of  directors,  or such other
         control as may exist,  is now or hereafter  owned or  controlled  by an
         entity, either directly or through one or more Subsidiaries or both.
(ii)     "Termination Loss" shall have the meaning set forth in Section 5(b)
         hereof.
(jj)     "Time & Attendance"  shall mean  collecting  worked and non-worked time
         (which may include activity details as necessary); and/or applying work
         policies/workrules,  in either case, for use in calculating  total time
         (e.g.  regular  hours,  overtime  hours,  sick  time,  etc.) to pay the
         individual who worked;  (it being understood that the absence of a work
         policy/workrule can defacto be deemed a work policy/workrule).
(kk) "Timekeeper  Central  Software" or "TKC  Software"  shall mean the software
     programs and modules  developed by or for,  and owned by,  Kronos,  as more
     fully  described on Exhibit C attached hereto each of which is designed for
     use with the Microsoft MS-DOS(R)or  Windows(R)operating  system, and future
     modules  added  pursuant to Section 5. "TKC  Software"  shall also  include
     additional  software programs and/or modules which are developed for and/or
     by Kronos and released by Kronos as part of a corrective or Bug-fix release
     to its End-Users during the term of this Agreement;  standard modifications
     and  standard  enhancements  made to the TKC  Software by Kronos and future
     versions of the TKC  Software by Kronos,  each of which is designed for use
     with  the  Microsoft(R)MS-DOS(R)or  Windows(R)operating  system;  provided,
     however, that inclusion of future versions within this definition shall not
     automatically imply that such items are free of charge. The following shall
     not constitute "TKC Software": (i) software developed/manufactured by third
     parties other than Kronos  unless such third party  software is embedded in
     the TKC  Software  or is offered for  resale/sublicensing  by Kronos to ADP
     under this Restated  Agreement;  (ii) Kronos'  ShopTrac(R)software  product
     line; (iii) Kronos software designed for use with the AS/400;  and (iv) any
     other Kronos software.
(ll)     "TRM" shall mean Time Resources Management, Inc.
(mm)     "TRM Software" shall mean software originally obtained from TRM and all
         software derived from such original software, including but not limited
         to bug-fixes, corrections,  modifications,  enhancements, versions, and
         releases,  but excluding any other third party software  acquired after
         the date of acquisition by ADP of TRM.
(nn)     "Warranty Period" shall have the meaning set forth in Section 12(a)(i)
         hereof.
(oo) "Workforce  Central(TM)Software"  or "WFC Software" shall mean the software
     programs and modules  developed by or for,  and owned by,  Kronos,  as more
     fully  described on Exhibit C-2 attached  hereto and future  modules  added
     pursuant to Section 5. "WFC Software"  shall also include (if any) software
     programs  and/or  modules  which are released by Kronos as a corrective  or
     Bug-fix  release  to its  End-Users  during  the  term of  this  Agreement,
     standard  modifications and standard enhancements or new versions developed
     by Kronos which are offered by Kronos to its  End-Users  during the term of
     this  Restated  Agreement as part of the Work Force  Central  Suite product
     line;  provided,   however,   that  inclusion  of  such  Bug-fix  releases,
     modifications, enhancements and new versions within this definition of "WFC
     Software" shall not automatically imply that such items are free of charge.
     The  following   shall  not  constitute   "WFC   Software":   (i)  software
     developed/manufactured by third parties other than Kronos unless such third
     party  software  is  embedded  in  the  WFC  Software  or  is  offered  for
     resale/sublicensing  by Kronos to ADP under this Restated  Agreement;  (ii)
     Kronos' ShopTrac  software product line; (iii) Kronos software designed for
     use with the AS/400; and (iv) any other Kronos software.

2.       Grant of Software License to ADP; Right to Sublicense; Restrictions on
         Kronos and ADP.
(a)      Subject to  Sections  5 and 6 hereof and for the term of this  Restated
         Agreement,  Kronos hereby  grants to ADP a worldwide and  non-exclusive
         Object Code license to the ADP T & A Software;  provided however,  that
         ADP  recognizes and agrees that ADP's license to ADP T & A Software for
         its own  internal  business and  employees  shall be subject to Kronos'
         standard  "shrink  wrap"  license  agreement  and Kronos shall  receive
         payments for such licenses and purchases of Hardware in accordance with
         the prices set forth in Exhibits B, B-1, and B-2 and C, C-1 and C-2 for
         each license of a copy of ADP T & A Software or purchase of Hardware.
(b)  Subject to Sections 2, 5, 6, 14 and 15(a) hereof, Kronos hereby also grants
     to ADP the right to provide,  at any time during the term of this  Restated
     Agreement  (and,  subject  to  Section  14  herein,  after the term of this
     Restated  Agreement),  a Sublicense  to any person or entity in  accordance
     with the provisions of this Restated Agreement. Such person or entity, when
     so Sublicensed by ADP to use the ADP T & A Software,  shall be considered a
     "Sublicensee".  Such  Sublicenses  may convey an Object Code license to the
     Sublicensees,  but in no event  shall any such  Sublicense  convey a Source
     Code license to a Sublicensee. In connection therewith, ADP shall deliver a
     copy of the ADP T & A Software or any part thereof to any such  Sublicensee
     only  pursuant to a "shrink wrap" license  agreement  substantially  in the
     form of Annex I attached hereto.  ADP shall report in writing to Kronos any
     breach of the terms of the shrink wrap license  known by ADP. ADP agrees to
     take all reasonable  steps to enforce the terms of the shrink-wrap  license
     and shall  cooperate with Kronos in enforcing its terms. If ADP itself uses
     the ADP T & A  Software  on behalf of  another  person or  entity,  so such
     person or entity receives the benefit of the use of such ADP T & A Software
     without  actually  receiving a copy of such ADP T & A  Software,  each such
     person or entity shall be a Sublicensee and ADP shall pay Kronos a separate
     License Fee for each such  person or entity,  in the same manner as if such
     Sublicensee received a copy, and any such use shall be subject to the Annex
     I terms and conditions. As indicated in Section 14(i), in no event will any
     termination  of this Restated  Agreement  result in the  termination of any
     particular  validly issued  Sublicense which is already in existence at the
     time of such  termination.  In no event shall ADP have the right to provide
     the Kronos Software or Source Code (or any part thereof) to any Sublicensee
     or to any other  third  party;  provided  however,  that  during  the Pilot
     described in Section 23 and until the completion of the items  described in
     Section  4(n),  ADP shall  have the right to  sublicense  WFC  Software  in
     accordance with the terms of this Restated Agreement.

         Subject to the terms and conditions of this Restated Agreement,  Kronos
further  grants to ADP:  (i) the limited  right to  duplicate  the  ADP-ized TKC
Software and ADP-ized Lite Software (but not the ADP WFC
              Software),   provided   that  (a)  any  copy  which  results  from
              duplication,  directly or  indirectly  through a third  party,  is
              subject  to the  license  fee  requirements  of Section 5; (b) all
              costs of  reproductions  shall  be borne by ADP;  and (c) no later
              than the tenth  business day following the end of each month,  ADP
              shall  submit  to  Kronos a report,  certified  and  signed by the
              comptroller of the ADP T & A division,  which specifies all copies
              shipped  during such month of ADP-ized  TKC  Software,  all copies
              shipped of ADP-ized  Lite  Software,  all copies of  modules,  all
              version upgrades, all user upgrades, all platform upgrades and the
              information required by Section 5 (b)(iii) and (iv); and
(ii)          the right to copy, reproduce,  modify and distribute the Materials
              under  ADP's  name  and  service  mark in  connection  with  ADP's
              marketing and/or support of Sublicensees,  provided that copyright
              notices are maintained in accordance with Section 3(b) herein; and
              provided further that any modifications made by ADP are subject to
              Section 14A. ADP may request, (and Kronos will reasonably consider
              such  request),  to modify the Materials to ADP's  specifications,
              with any such modifications to be at ADP's expense.
(c)  Kronos  further  grants to ADP for the term of this  Restated  Agreement  a
     worldwide,  royalty-free  and  non-exclusive  license (i) under any patents
     owned or licensed  by Kronos at any time  during the term of this  Restated
     Agreement to the extent  necessary to exercise any right or license granted
     under this Restated Agreement and (ii) to combine the ADP T & A Software or
     any part thereof with any data collection  equipment or other Scheduling or
     Time and Attendance  software;  provided however that ADP shall not combine
     the ADP T & A  Software  with  any  non-Kronos  data  collection  equipment
     without the prior written consent of Kronos;  and provided  further that in
     the  event  that  ADP  desires  to  combine  the  ADP T & A  Software  with
     non-Kronos data collection  equipment,  which is materially different from,
     and not competitive with, any data collection  equipment then being sold by
     Kronos, ADP shall first request that Kronos develop equipment equivalent to
     such  non-Kronos  equipment;  if Kronos declines to develop such equipment,
     Kronos shall not unreasonably withhold its consent for ADP to combine ADP T
     & A Software with the desired non-Kronos data collection equipment and sell
     such  equipment to ADP  Sublicensees.  Subject to the  requirements  of the
     following four sentences,  Kronos hereby grants to ADP the right to combine
     ADP T & A Software  with the following  items:  telephone  data  collection
     devices (comparable to TALX's system),  swipe readers in which the computer
     the swipe reader is attached to records the swipe,  point of sale  systems,
     palm readers,  scanners,  portable hand-held data collectors,  and personal
     computers (hereafter collectively  "Devices");  provided however, that such
     portable hand-held  collectors must be used in a mobile-type of application
     i.e., not secured to a stationary object for operation.  If ADP Sublicenses
     ADP T & A Software  for use with any Device  (including  Devices  for which
     Kronos has no comparable product) ADP did not purchase from Kronos,  except
     as set forth in  Section  24,  ADP shall  pay  Kronos a fee of  twenty-five
     dollars ($25.00) for each copy of such ADP T & A Software combined with one
     or more Devices  which ADP did not purchase  from Kronos.  The fee required
     under the  preceding  sentence  shall not apply if the End-User  purchasing
     such a Device also  purchase at least one unit of  Hardware  (i.e.,  clock)
     which is  connected  to such ADP T & A  Software.  Within  thirty (30) days
     after  the end of each  quarter,  ADP  shall  submit  to  Kronos a  report,
     certified and signed by the comptroller of the ADP T & A division,  stating
     for such quarter the total number of copies of ADP T & A Software  combined
     with one or more Devices and requiring such fee.  The applicable fee for
     such quarter will accompany the report.

<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

(d)      Except as provided in Section 2(k),  Kronos hereby covenants and agrees
         that,  during  the  term of this  Restated  Agreement,  it will  not in
         **************,  grant a Source  Code or  Object  Code  license  to use
         and/or modify the WFC Software  and/or TKC Software or any part thereof
         to any third person or entity which  **************  ********  ********
         ******** ******** ********  ********  ********  ********.  In addition,
         during the term of this Restated Agreement, Kronos shall not, for
         ***********************************************************************
         *************************************************************
         ******** ******** ******** ******** ******** ******** ******** ********
         In addition,  Kronos agrees that, until April 2, 2001, the restrictions
         specified  in this  Section  2(d) and in Section  2(e)  shall  apply to
         ******************  *************************After  April 2, 2001, such
         restrictions shall not apply to
         ************************** ************************* ******************
         **** ******** ******** ******** ****.
         Furthermore,  the restrictions in this Section 2(d) shall not apply to:
         (i) Application  Services Providers,  **************************;  (ii)
         sales/licenses  to employers of ninety-nine (99) or fewer employees (it
         being  understood  that an employer  with 99 or fewer  employees at the
         time of the sale/license as described in (ii) and (iii) of this Section
         may grow above 99 employees subsequently) and (iii) sales/licenses to a
         single  employer of ninety-nine  (99) or fewer  employees  which may be
         part of a legal entity  employing more than 99 employees if such single
         employer is in a separate and distinct  worksite and has the  authority
         to make the  decision  for the  purchase of employer  related  services
         independently  at such  worksite  (as  opposed  to the  decision  being
         required to be made  centrally by such legal  entity).  Notwithstanding
         anything to the contrary in this Restated Agreement, in accordance with
         Section 7, Kronos  shall not grant a Source Code or Object Code license
         to the ADP-ized TKC Software or ADP-ized Lite Software to any person or
         entity other than ADP; provided however, that to the extent such Source
         Code is the same as Kronos Source Code,  Kronos has full rights to use,
         license and market such Kronos  Source Code and Kronos'  rights in such
         Kronos Source Code shall not be restricted by this Restated
          Agreement.  The foregoing restriction shall survive the termination of
         this Restated Agreement.  Notwithstanding the foregoing,  ADP agrees to
         permit Kronos to enter a joint  marketing  agreement  with  Pentamation
         Enterprises,  Inc. ("Pentamation") and a joint marketing agreement with
         Shared Medical Systems Corporation ("SMS") under the following terms:
(i)      Kronos will not provide Source Code to Pentamation or SMS;
(ii)     Kronos will not private label Kronos Hardware or Software for
         Pentamation or SMS;
(iii)    Kronos will be solely responsible for delivery, installation, warranty
         and support obligations to the customer
              for Kronos products;
(iv)          Kronos  will not make  system  modifications  in TKC  Software  to
              integrate TKC Software with Pentamation's or SMS' software. Kronos
              may  continue to market  Kronos'  standard  interface  and develop
              enhancements  to that  interface,  as long as the  interface  uses
              Kronos' standard import/export capabilities;
(v)  Kronos  may  provide  custom  software  services  upon  the  request  of an
     individual customer;  and (vi) the agreements with Pentamation and SMS will
     not affect ADP's Favored Customer status, as described in
              Section 13 of this Restated Agreement.
(e)  Except as provided in Section 2(k),  Kronos further agrees that, during the
     term of this Restated Agreement,  for the United States and Canada, it will
     not  utilize  the  Software  or any part  thereof  to allow  Kronos  or any
     Subsidiary or Affiliate of Kronos to act as a service  bureau to provide to
     third parties Payroll  Processing  Services which would be competitive with
     ADP's  Payroll  Processing  Services;  provided,  however,  that  except as
     otherwise provided in Section 2(d) and this Section 2(e), nothing contained
     in this Restated Agreement shall act to restrict Kronos' right to otherwise
     market any product or service  including  the Kronos  Software.  Kronos may
     freely  license  the  Kronos  Software  on any basis,  except as  otherwise
     specifically  prohibited  or restricted  in this  Restated  Agreement.  The
     restrictions  in this  Section  2(e)  shall not apply to:  (i)  Application
     Service  Providers,  unless their  primary  business is Payroll  Processing
     Services;  (ii)  sales/licenses  to employers of ninety-nine  (99) or fewer
     employees (it being  understood that an employer with 99 or fewer employees
     at the time of the  sale/license,  as  described  in (ii) and (iii) of this
     Section,   may  grow   above  99   employees   subsequently);   and   (iii)
     sales/licenses  to a single employer of ninety-nine (99) or fewer employees
     which may be part of a legal  entity  employing  more than 99  employees if
     such single  employer is in a separate  and  distinct  worksite and has the
     authority  to make  the  decision  for the  purchase  of  employer  related
     services  independently  at such worksite (as opposed to the decision being
     required to be made centrally by such legal entity).

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS




         ADP agrees that the  provisions of this Restated  Agreement,  including
         Sections 2(d) and 2(e), shall not prohibit
         ***********************************************************************
         ***********************************************************************
         **************************************************************
         ******** ******** ********* ********* *********  ******** ******** ****
         ***** ********* *********  ********
         ******** ********* ********* ********* ********************************
         *************************
         **************************** ************ ************** ************ *
         ************
         ******************************************* **** **** ************  ***
         * ************  **** ************  ****
         ************  **** ************  **** ************  **** ************
         **** ************  **** ************
         **** ************  **** ************  **** ************  **** *********
         ***  **** ************  ****  ************


           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

(f)  Beginning on January 2, 2002,  Kronos  agrees that if, during the preceding
     one year  period:  (i) the  sales of any  Kronos  Time  and  Attendance  or
     Scheduling  Software  product line not licensed to ADP under this  Restated
     Agreement  (except the Kronos  software  designed  for use with the AS/400)
     exceed ******************* ****************and/or
(ii)          the engineering research and development costs associated with any
              Kronos Time and Attendance or Scheduling software product line not
              licensed   to   ADP   under   this   Restated   Agreement   exceed
              ************************* and/or
(iii)     the sales of the Kronos software product designed for use with the
          AS/400 exceed ****************** of
              Kronos' total software sales;
         Kronos  will,  within  three (3) months  thereafter,  either  offer the
         product which meets the standard specified in Section 2(f)(i),  (ii) or
         (iii),  as  applicable,  to ADP for  Sublicensing  under this  Restated
         Agreement  (the  pricing of such product to be within five percent (5%)
         of the percentage discount applicable to ADP WFC Software hereunder and
         any other terms and conditions comparable to those applicable to ADP

<PAGE>


         WFC Software to be subject to good faith  negotiation  by both parties)
         or refuse to offer such product to ADP. In the event Kronos  refuses to
         offer  such  product  to ADP,  ADP shall no longer  be  subject  to the
         requirements of Section 2(g) (except for the last three  sentences) and
         Kronos shall no longer be subject to the  requirements  of Section 2(d)
         and 2(e)  (except for the proviso  contained  in the first  sentence of
         Section 2(e) and except for the second sentence of 2(e)). Kronos agrees
         to make the determination  required  hereunder  beginning on January 2,
         2002,  and to make  another  similar  determination  every  six  months
         thereafter  (i.e.  on July 2, 2002,  January 2, 2003,  etc.) during the
         term of this Restated Agreement,  for the applicable preceding one year
         period.
         In addition,  Kronos agrees that if, by January  2002,  WFC Software is
         not Web-enabled  (i.e. does not provide  substantially  equivalent user
         functionality  in the product via the Web) Kronos will offer the Kronos
         software   product  designed  for  use  with  the  AS/400  to  ADP  for
         Sublicensing under this Restated Agreement (the pricing of such product
         to be within five percent (5%) of the percentage discount applicable to
         ADP  WFC  Software   hereunder  and  any  other  terms  and  conditions
         comparable  to those  applicable  to WFC Software to be subject to good
         faith negotiation by both parties).
(g)  Except as provided in Section 2(k),  Section 2(l) and except as provided in
     the  following  sentence,  ADP hereby  covenants and agrees that during the
     term of this  Restated  Agreement,  it will not  acquire  or enter into any
     joint venture or joint marketing  agreement or similar arrangement with any
     third party for the purpose of developing,  marketing, and/or manufacturing
     Time and Attendance or Scheduling software or hardware.  Kronos agrees that
     ADP may enter a joint  venture  or joint  marketing  agreement  or  similar
     arrangement  with,  or acquire,  a third  party  developing,  marketing  or
     manufacturing  Time and Attendance or Scheduling  software or hardware,  so
     long as (i) such agreement or acquisition is limited to sales/licenses into
     countries other than the United States or Canada;  provided  however,  that
     prior to entering  any  agreement  or  acquisition  for  sales/licenses  in
     Australia,  Mexico and/or Brazil, ADP agrees to reasonably  consider Kronos
     Software and Hardware; or, (ii) such agreement or acquisition concerns Time
     and  Attendance  or Scheduling  software  (not  hardware) and such Time and
     Attendance or Scheduling software does not compete with Kronos products; or
     (iii) such  agreement  was for  acquiring  TRM; or (iv) such  agreement  or
     acquisition is for Time and  Attendance or Scheduling  products or services
     sold/marketed/licensed solely by the Emerging Business Services Division of
     ADP, which Emerging Business  Services Division and any successor  division
     or subdivision thereof, shall be limited to the sale of ADP Services to (a)
     a single employer of ninety-nine  (99) or fewer employees which may be part
     of a legal entity  employing more than 99 employees if such single employer
     is in a separate  and distinct  worksite and has the  authority to make the
     decision for the purchase of employer  related  services  independently  at
     such  worksite  (as  opposed  to the  decision  being  required  to be made
     centrally by such legal entity),  and (b) employers of ninety-nine  (99) or
     fewer employees ("the EBS Division") (it being understood,  in either case,
     that an  employer of  ninety-nine  (99) or fewer  employees  may grow above
     ninety-nine  (99) employees and be transferred to another ADP division) and
     not  sold/marketed/licensed by any other division or part of ADP; or (v) an
     acquisition   by   ADP   of   Time   and   Attendance   and/or   Scheduling
     products/services was solely as part of another acquisition by ADP of which
     neither Time and Attendance nor Scheduling was the primary business and ADP
     sells/shuts down the Time and Attendance and Scheduling hardware,  software
     and other products,  customer base, related services and all other parts of
     such Time and Attendance and Scheduling  business within one (1) year after
     such acquisition;  provided that within such one year period,  ADP shall be
     permitted to  sell/sublicense  such Time and Attendance  and/or  Scheduling
     products or services  only through the sales force of the  acquired  entity
     (and no other  ADP  sales  person  shall  sell/sublicense  or  receive  any
     compensation/credit  for, such  products or  services),  and after such one
     year  period,  ADP shall be  permitted  to provide  support to the Time and
     Attendance  and/or  Scheduling  customer base of the acquisition so long as
     ADP makes best efforts to convert the installed base customers to ADP T & A
     Software and  Hardware.  ADP further  agrees that,  during the term of this
     Restated  Agreement,  it will not  develop,  other  than  pursuant  to this
     Restated  Agreement,  (which  Restated  Agreement shall be deemed to permit
     internal ADP  development of TRM Software or development of TRM Software by
     its consultants;  provided  however,  that such consultants shall not be in
     the business of Time and Attendance or Scheduling), any Time and Attendance
     or  Scheduling  software  or  hardware  which  shall  compete  with  Kronos
     products.  The  parties  agree  that,  for  purposes  of the two  preceding
     sentences,  the  following  shall  not be  deemed to  compete  with  Kronos
     products:  (i) software which allows businesses to collect  employees' time
     worked by  client/activity  for the purpose of  generating  bills/invoices,
     (ii) electronic  capture of employees' time where  processing is limited to
     basic  arithmetic  (i.e.,  subtracting  start/stop  times and adding totals
     across activities or days); provided however, that this exception shall not
     include any if/then type logic,  such as rounding,  overtime  calculations,
     premium    calculations,    etc.    and   (iii)    software   or   hardware
     sold/marketed/licensed  solely by the EBS  Division for  sale/licensing  to
     employers of  ninety-nine  (99)  employees or fewer (as described  above in
     this Section  2(g)).  If ADP believes  that the  exception in clause (i) or
     (ii) of the preceding  sentence applies,  ADP shall provide Kronos with the
     name of the product's vendor at least sixty (60) days in advance of the use
     of such  product.  In  addition,  ADP will not  combine  Hardware  with any
     non-ADP  T & A  Software  without  the prior  written  consent  of  Kronos;
     provided  further  that in the event that ADP  desires to combine  Hardware
     with non-ADP T & A Software,  which is materially  different  from, and not
     competitive  with,  any software then being  sold/licensed  by Kronos,  ADP
     shall first request that Kronos develop software  substantially  equivalent
     to such  non-ADP  T & A  Software;  if  Kronos  declines  to  develop  such
     software,  Kronos  shall not  unreasonably  withhold its consent for ADP to
     combine the desired  software with Hardware and  sublicense  such software.
     Notwithstanding  the  foregoing  sentence,  Kronos  agrees to permit ADP to
     combine TRM Software with Hardware. For software which ADP licenses/markets
     through  the EBS  Division  to  entities  with  ninety-nine  (99) or  fewer
     employees,  ADP agrees to reasonably  consider  selling Kronos Hardware for
     use with such  software,  so long as such  Hardware  is at a price and with
     features and  functionality  equivalent  to what is otherwise  commercially
     available;  provided  however,  that if ADP does not choose to sell  Kronos
     Hardware with such software,  Kronos agrees that Kronos  Hardware which was
     purchased for use in conjunction with ADP-ized Lite Software may be used in
     conjunction with such software.
(h)      Subject to Sections 2(j), 2(m) and 15(a) hereof, ADP shall determine in
         its sole  discretion  and from time to time  hereafter the fees it will
         charge  for the ADP T & A  Services  and the  degree  of  effort  to be
         expended by ADP in support,  promotion  and  marketing of the ADP T & A
         Software or any part thereof; provided however, that ADP agrees to make
         a good  faith  effort to  support,  promote  and  market  the ADP T & A
         Software.  Nothing in this Restated  Agreement shall prevent ADP at any
         time hereafter from  re-pricing  (for purposes of  Sublicensing  to ADP
         Clients) the ADP T & A Software or any part thereof.
(i)      The  obligations  and rights of Kronos  specified  in Section 2 of this
         Restated Agreement shall be deemed to apply to each Kronos "Subsidiary"
         and  "Affiliate",  as "Subsidiary"  and "Affiliate" are defined in this
         Restated  Agreement.  The obligations and rights of ADP shall be deemed
         to apply to each ADP "Subsidiary" and "Affiliate",  as "Subsidiary" and
         "Affiliate" are defined in this Restated Agreement.
(j)      ADP shall purchase a minimum of the following  units of Kronos Hardware
         and ADP T & A Software during the applicable time periods:


<PAGE>

         CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

<TABLE>
<CAPTION>


   Kronos Product          Kronos' FY '98          Kronos' FY '99        Kronos' FY `00       Kronos' FY '01    Cumulative Unit
                        (10/1/97 to 9/30/98)    (10/1/98 to 9/30/99)       (10/1/99 to         (10/1/00 to       Purchase Total
                                                                            9/30/00)             4/2/01)
                       ----------------------- ----------------------- -------------------- ------------------- -----------------
<S>                              <C>                  <C>                   <C>                  <C>                 <C>
 Hardware ...............        ********             ********              ********             ********            ********

ADP T & A Software ......        ********             ********              ********             ********            ********
</TABLE>


         It is understood  and agreed that ADP shall be required to purchase the
         applicable  number of units of Hardware  and ADP T & A Software  during
         the  time  periods  specified  above,   until  ADP  has  purchased  the
         applicable Cumulative Unit Purchase Total specified above. Once ADP has
         purchased  such  Cumulative  Unit Purchase  Total,  no further  minimum
         purchase   requirements  shall  apply,  except  when  Section  2(m)  is
         applicable. If ADP does not purchase the minimum specified above during
         the  applicable  time  periods,  ADP shall be required to purchase  the
         difference  between the  minimum  specified  and its actual  purchases,
         within 30 days following the end of the applicable time period.
(k)
         ***********************************************************************
         **************************
         **************************.  On or within ten (10) days  following July
         2, 2001, Kronos may notify ADP in writing that Kronos no longer desires
         to permit the National  Account Sales Force to Sublicense  WFC Software
         and   ADP   WFC   Software.   ************   **************************
         **************



          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


(i)           the  provisions  of Section  2(d),  2(e)  (except  for the proviso
              contained in the first sentence of Section 2(e) and except for the
              second  sentence of Section  2(e)),  and Section 2 (g) (except for
              the last  three  sentences)  shall no  longer  be of any force and
              effect;
(ii)     the provisions of Section 2(m) shall go into effect, ******************
         ****** *************
(iii)    the National Account Sales Force shall no longer be permitted to
         Sublicense (i.e. shall not receive training or receive any payment for
         Sublicensing) WFC Software and/or ADP WFC Software and accompanying
         Hardware
              and/or services;
(iv)          ADP shall not  provide or permit  compensation/credit  (including,
              but not limited to,  commissions and/or roll call or quota credit)
              to any member of the National Account Sales Force for generating a
              sales  lead or sales  referral  for WFC  Software  and/or  ADP WFC
              Software and accompanying Hardware and services, unless such sales
              lead/referral  is  for  an  employer  of  one  thousand  or  fewer
              employees; and
(v)           Kronos will  continue to license to ADP and permit the  Sublicense
              of, only ADP WFC Software for one thousand or fewer employees.

(l)  Except as otherwise specifically  prohibited or restricted in this Restated
     Agreement, nothing in this Restated Agreement shall act to restrict Kronos'
     right to market any product or service,  including the Kronos Software, and
     Kronos may freely license such Kronos  Software on any basis.  In addition,
     Kronos shall at its sole discretion  determine whether and under what terms
     and conditions  (including,  but not limited to, requirements for minimums)
     Kronos would be willing to license ADP WFC Software to ADP for Sublicensing
     by the National Account Sales Force, on a non-exclusive  basis,  after July
     2, 2001, but Kronos shall be under no obligation to do so. If, on or within
     ten (10) days  following  July 2, 2001,  neither  party  provides the other
     party with the  written  notice  described  in the first two  sentences  of
     Section 2(k),  the provisions of Sections 2(d), (e) and (g) shall remain in
     full force and effect. For TRM Software only, and only after April 3, 2001,
     ADP shall be  permitted  to acquire or enter  into a joint  venture,  joint
     marketing agreement or similar arrangement with any third party developing,
     marketing or manufacturing Scheduling software, so long as such third party
     does not develop,  market, and/or manufacture Time and Attendance software,
     hardware  or  services;  provided  however,  that if such third  party does
     develop,  market and/or manufacture Time and Attendance software,  hardware
     or services,  Kronos  agrees to permit ADP to acquire such third party only
     if Time and  Attendance  is not a primary  part of its business and only if
     ADP  sells/shuts  down the Time and  Attendance  products,  customer  base,
     related services,  and all other parts of such business within one (1) year
     after such  acquisition;  and  provided  further  that within such one year
     period, ADP shall be permitted to sell/sublicense such third party Time and
     Attendance  products  and/or  services  only through the sales force of the
     acquired  entity (and no other ADP sales  person shall  sell/sublicense  or
     receive any compensation/credit  for, such products or services), and after
     such one year  period,  ADP  shall be  permitted  to  support  the Time and
     Attendance  customer base of the acquired  third party so long as ADP makes
     best  efforts  to  convert  such  installed  base  customers  to  ADP T & A
     Software.  The preceding  sentence does not alter any of ADP's  obligations
     concerning  Hardware or Software under this Restated  Agreement,  including
     Section 2(g).
<PAGE>

           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


(m)  In  the  Event  that  ****************************************************,
     **************  ****************** ******** ADP shall, during the following
     time periods  ("Time  Periods"),  purchase  from Kronos the  following  net
     minimum amounts (with respect to a Time Period,  a "Period  Purchase Total"
     and cumulatively,  a "Cumulative Purchase Total") attributable to ADP T & A
     Software   (excluding  ADP-ized  Lite  Software)  and  Hardware  (excluding
     Hardware used in conjunction with ADP-ized Lite Software):

                               PERIOD PURCHASE TOTAL   CUMULATIVE PURCHASE TOTAL
          TIME PERIOD

  --------------------------------------  ----------------------- --------------
  July 1, 2001 to September 30, 2002           ********                 ********

  October 1, 2002 to September 30, 2003        ********                 ********

  October 1, 2003 to April 2, 2004             ********                 ********


         Revenue  obtained by Kronos from ADP  attributable  to any other items,
         including, but not limited to, services,  custom software,  ADP-ization
         pursuant to Section 4(n), or ADP's  obligations  under Section 4(b) and
         4(j),  shall not be counted toward the minimums  specified  above.  All
         credits  (including  Reissues) shall be subtracted prior to determining
         the  amount  purchased/licensed.  If the  applicable  revenue  from ADP
         attributable to ADP T & A Software  (excluding  ADP-ized Lite Software)
         and Hardware (excluding Hardware used in conjunction with ADP-ized Lite
         Software)  in any Time  Period  is less than the  amount of the  Period
         Purchase  Total for such Time  Period,  within 30 days after the end of
         such Time  Period,  ADP shall  purchase  ADP T & A Software  (excluding
         ADP-ized Lite Software)  and/or  Hardware  (excluding  Hardware used in
         conjunction  with  ADP-ized  Lite  Software) in such amount as shall be
         sufficient  to make up the revenue  shortfall for such Time Period and,
         for  purposes  of  measuring  ADP's  purchasing  obligations  under the
         minimums set forth in this Section 2(m),  such purchase shall be deemed
         to have been made during such Time  Period.  If for any Time Period the
         applicable  revenue from ADP shall exceed the Period Purchase Total for
         such Time  Period,  such  excess  revenue in an amount up to 25% of the
         Period Purchase Total (i.e. not 25% of the actual amount purchased) for
         such Time  Period  shall be deemed,  for  purposes of  measuring  ADP's
         purchasing  obligations  under the  minimums  set forth in this Section
         2(m), to have been made in the following Time Period.  For example,  if
         the applicable revenue from ADP from July 1, 2001 to September 30, 2002
         is  ********  ADP will have  satisfied  its  Period  Purchase  Total of
         ******** for that Time Period, and 25% of that ******** Period Purchase
         Total (i.e.  ********) may be counted toward the Period  Purchase Total
         for the next Time Period (i.e. October 1, 2002 to September 30, 2003).
<PAGE>

         If ADP is subject  to the  minimums  specified  in this  Section  2(m),
         Kronos  agrees that,  beginning on April 3, 2004 and ending on April 2,
         2005, to permit ADP to exchange units of ADP T & A Software for a later
         version  of  such  ADP  T  &  A  Software,  subject  to  the  following
         requirements:  (i) the  number  of  units of ADP T & A  Software  Units
         exchanged  by ADP can be no greater than the number of the same type of
         ADP T & A  Software  units  purchased/licensed  by ADP from  Kronos and
         shipped to an ADP Client within the 12 months  preceding April 3, 2004;
         and  (ii)  any  unit  exchanged  can  be  exchanged  only  for a  later
         equivalent  version  of the  same  type  of ADP T & A  Software  (e.g.,
         ADP-ized TKC for ADP-ized  TKC, ADP WFC for ADP WFC,  etc.) and for the
         same  number of users and  employees;  (iii)  the unit  proposed  to be
         exchanged  must have been ordered by ADP before May 2, 2004, and Kronos
         must have been paid by ADP for it; (iv) the restrictions  applicable to
         the National  Account  Sales Force in Section  2(k)(iii) and (iv) shall
         remain in effect as to the exchanged units; and (v) Kronos will provide
         ADP with updates to the Materials and/or replacement documentation,  if
         any, for any exchanged unit, in each case to reflect changes which were
         made by the  incorporation  of  Bug-fixes;  provided  however that this
         subsection  shall  not  imply  any  obligation  of  Kronos  to  provide
         Bug-fixes   after  the  termination  or  expiration  of  this  Restated
         Agreement.

3.       Title, Ownership and Use of Kronos Software.
(a)      Title to and ownership of the Kronos Software shall at all times remain
         with  Kronos and Kronos  may use the Kronos  Software  in any manner it
         chooses  without  having to account to ADP,  subject,  however,  to the
         restrictions set forth in Sections 2(d) and 2(e).
(b)  Notwithstanding  anything  to the  contrary  contained  herein,  ADP  shall
     include Kronos'  copyright notice on the inside cover or title page of each
     volume  of the  Materials  and on  the  user's  log-on  screen.  Except  as
     otherwise indicated in the preceding sentence, ADP shall not be required to
     use or include Kronos' name, trademarks or service marks in connection with
     ADP's use or  sublicensing  of the ADP T & A Software and/or the Materials,
     although  ADP shall  have the right in its  discretion  to use such name or
     marks;  provided however, that any such use in written material distributed
     outside of ADP shall be subject to the prior written  consent of Kronos and
     shall comply with legal  requirements for proper trademark and service mark
     usage and protection against mark dilution.
(c)      Kronos  shall use  commercially  reasonable  standards  in  determining
         whether to enforce its rights  against all infringers of its copyrights
         in the Software and/or the Materials. A failure of Kronos to so enforce
         its rights against any infringer of such copyrights within a reasonable
         period of time after appropriate notification, which failure results or
         is likely to result in a  material  loss of value of the  licenses  and
         rights granted to ADP herein, shall be deemed to be an Event of Default
         for purposes of Section 14(b).
(d)      Subject to Section 3(a),  Kronos  retains sole  ownership,  title,  and
         rights  in the  Kronos  Software,  as it  presently  exists or as it is
         developed by Kronos in the future.
(e)  In the event Kronos  elects to provide any beta  software  releases to ADP,
     such beta  software  will be provided for a limited test period only and is
     subject to the Annex I terms and  conditions,  except that ADP shall not be
     required  to pay a  licensing  fee for such  beta  software.  Any such beta
     software is to be used for evaluation and testing  purposes only and may be
     Sublicensed  to ADP Clients only for  evaluation  and testing  purposes and
     only if the Sublicensee  acknowledges in writing that such beta software is
     pre-release  software and may contain bugs. In addition,  ADP acknowledges,
     and any Sublicensee must acknowledge in writing, the following: ADP AND ITS
     THIRD PARTY  LICENSORS  (INCLUDING  KRONOS) DO NOT  PROVIDE  ANY  WARRANTY,
     EXPRESS OR IMPLIED,  ON SUCH BETA SOFTWARE.  IN NO EVENT WILL ADP OR KRONOS
     BE LIABLE FOR ANY DAMAGES,  INCLUDING LOST PROFITS OR ANY SPECIAL, INDIRECT
     ,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES,  ARISING  OUT OF THE  USE OR THE
     INABILITY TO USE THE BETA  SOFTWARE,  WHETHER  CLAIMED  UNDER THIS RESTATED
     AGREEMENT OR  OTHERWISE.  In  addition,  at the end of the  specified  test
     period,  all beta  software  (and all copies  thereof)  will be returned to
     Kronos  by ADP or will be  destroyed  by ADP and ADP shall  provide  Kronos
     written certification of such destruction,  signed by an authorized officer
     of ADP.

4.       Software, Maintenance and Support Obligations; Training.
         For TKC Software and Lite Software
(a)      For as long as Kronos  continues to license and support the  comparable
         (as to version and type) TKC  Software  and Lite  Software,  subject to
         section  4(g),  Kronos  shall  provide to ADP, at no further  charge in
         excess of the  amounts  specified  on Exhibits C and C-1 and in Section
         4(b), the following  maintenance and support  services for the ADP-ized
         TKC Software and the ADP-ized Lite  Software;  provided  however,  that
         support for the ADP Features  shall be as specified in Section 4(d) and
         support  for new modules not listed on Exhibit C at the time of signing
         of the  Restated  Agreement  shall  be as  specified  in  Section  4(c)
         ("Software Maintenance Services"):
(i)           diagnosing  and correcting  Bugs;  provided  however,  that Kronos
              reserves the right to correct any such Bug via a workaround and/or
              to correct any Bug through an enhancement or update provided under
              Section  4(a)(iii) and it shall be ADP's obligation to supply such
              update or enhancement to its customers; and provided further, that
              in diagnosing and correcting Bugs in the ADP-ized TKC Software and
              ADP-ized  Lite  Software,  Kronos shall provide such fixes or such
              workarounds,  enhancements  or updates using the same criteria and
              priorities   with  regard  to  diagnosing  and  correcting   Bugs,
              including the selection of the means of correction, as Kronos uses
              for the  comparable (as to version and type) TKC Software and Lite
              Software;
(ii)          providing ADP with updates to the Materials  and/or  providing ADP
              with  replacement  documentation,  in each case to reflect changes
              which were made by the  incorporation  of  Bug-fixes  and/or other
              corrections;  provided however,  that ADP may request, (and Kronos
              will reasonably  consider such request) to modify the Materials to
              ADP's  specifications,  with any such  modification to be at ADP's
              expense; and
(iii)         providing ADP with any enhancements or updates, to the extent such
              enhancements  or  updates  are  released  by Kronos as part of the
              Timekeeper   Central  Software  or  Lite  Software  product  line;
              provided  however,  that for upgrades which increase the number of
              users and/or the number of employees, the upgrade fees shall be as
              specified in Exhibit C.

              For two years after Kronos  discontinues  licensing the comparable
              (as to version and type) TKC Software and Lite Software, or for as
              long as Kronos  continues to support the comparable (as to version
              and type) TKC Software,  whichever is longer, (but only during the
              term of this Restated  Agreement),  Kronos' obligations under this
              Section  4(a) will  continue.  Thereafter,  Kronos  shall  have no
              further license or support obligations.
(b)  Beginning  on April 1, 2001,  ADP agrees to pay Kronos,  at the end of each
     quarter  during  the  term of this  Restated  Agreement,  the  actual  cost
     (including  salary and benefits) of the equivalent of two full-time  Kronos
     employees to provide  dedicated phone support for the ADP-ized TKC Software
     and ADP-ized Lite Software  during that quarter.  The parties agree that if
     ADP's use of such support exceeds the level provided by such two employees,
     ADP and Kronos will reasonably agree to add additional employees,  at ADP's
     expense. If ADP's use of such support decreases below a level requiring the
     equivalent of two full-time  employees  dedicated to such support,  ADP and
     Kronos will  reasonably  agree to reduce the amount of such support and the
     cost of such support shall be reduced  accordingly.  The support  employees
     shall be assigned to support  telephone  inquiries  from a central ADP help
     desk  concerning  ADP-ized TKC Software and ADP-ized  Lite  Software.  Such
     technical  support team shall be available  during Kronos' standard support
     hours, exclusive of Kronos holidays. For Kronos holidays, Kronos' technical
     support team shall be available in accordance with Kronos' standard holiday
     coverage.  The  Kronos  technical  support  team  shall not  respond to any
     inquiries from ADP other than those received from ADP's central help desk.
(c)      The parties  recognize and agree that,  during the term of the Original
         Agreement,  Kronos provided the following features and services for the
         ADP-ized TKC Software:

(i)   enabling   ADP-ized   TKC   Software  to   communicate   with  ADP's  blue
timeclocks/terminals;  (ii) providing for automatic import of employees into the
ADP-ized TKC Software database from ADP payroll
              processing products;
(iii) incorporating the payroll interface utility developed by ADP into ADP-ized
TKC Software; (iv) making changes in text for the TKC Software and DCM including
replacing "Kronos" with "ADP", replacing
              "Timekeeper Central" with "e-Time",  replacing "CardSaver(R)" with
              "CardTracker",  replacing  "Database  Poster"  with  "DataPoster";
              replacing   "Timekeeper(R)   terminals"  with  "timeclocks";   and
              removing  "Kronos"  before  the  words   "Accruals",   "Archiver",
              "Scheduler" and "Messaging";
(v)      modifying the DKPARM's (or any methodology which substitutes for
DKPARM's and is used to implement licensing
              levels) to support only four licensing levels;
(vi)     deleting certain items in the Kronos help menus;
(vii)         adding a  "click-wrap"  software  license in ADP-ized TKC Software
              Version  4.0 to enable  the  Sublicensee  to accept  the  software
              license before using the software; and
(viii)  conducting  quality assurance testing on the ADP-ized TKC Software prior
to releasing it to ADP.

         Kronos  agrees that,  for any future  releases of ADP-ized TKC Software
         provided to ADP under this Restated Agreement,  Kronos will continue to
         include the  features and  services  described  in this  Section  4(c);
         provided  however,  that for any new modules  (i.e.  modules other than
         those  listed  on  Exhibit  C at the time of  signing  of the  Restated
         Agreement), Kronos will perform the services listed in Section 4(c)(i),
         (ii), (iii), (v), (vii) and (viii) to enable such new module to work in
         conjunction  with the  ADP-ized  TKC  Software but will not perform the
         services listed in Section 4(c)(iv) and (vi) within the new module.  If
         the new module does not work with Kronos'  non-ADP  timeclocks,  Kronos
         shall not be required to perform the service listed in Section  4(c)(i)
         for such new module.
(d)  If Kronos makes a change in the TKC Software which makes an ADP Feature (as
     defined in Section 6(b)) unable to perform the functions it performed prior
     to such change,  Kronos agrees to provide ADP with  consulting  assistance,
     promptly upon ADP's written request,  free of charge,  to restore the prior
     functionality.  If ADP  makes a change  in an ADP  Feature  which  makes it
     unable to perform the  functions  it performed  with  ADP-ized TKC Software
     prior to such change,  and ADP requests  assistance  from Kronos to correct
     such deficiency, or ADP adds a new Device or Interface, pursuant to Section
     4(h), and requests Kronos'  assistance to make such new Device or Interface
     work in  conjunction  with the  ADP-ized  TKC  Software,  Kronos  agrees to
     provide  such  consulting  assistance  at  Kronos'  then  effective  rates,
     promptly upon ADP's written request.
(e)      If ADP requests new features or development for Software, such requests
         shall be subject to the requirements of Section 7.
(f)      ADP shall  direct  to the  applicable  third  party  all  requests  for
         support,  modification  and/or enhancement of third party software used
         in conjunction with the TKC Software, ADP-ized TKC Software or the Lite
         Software  and ADP-ized  Lite  Software,  but not  embedded  within such
         Software or resold/sublicensed  to ADP by Kronos hereunder,  and Kronos
         shall not be responsible for such support.
(g)      Notwithstanding  the  provisions of 4(a)-(f) or any other  provision of
         this Restated  Agreement,  if ADP pays Kronos for fewer than 2000 units
         of ADP-ized Lite  Software in any Kronos  fiscal year,  Kronos shall be
         relieved of all its responsibilities  under this Restated Agreement for
         Lite Software,  and for ADP-ized Lite Software,  unless ADP pays Kronos
         within thirty (30) days after the end of the applicable fiscal year, an
         amount equal to the difference  between $250,000 and the actual amounts
         already  paid to  Kronos  in that  year  for  ADP-ized  Lite  Software.
         ADP-ized  Lite Software  units which were Reissued  pursuant to Section
         5(b) shall not count toward the 2000 unit purchase requirement.
(h)      To enable ADP:  (i) to  interface,  for the purposes  specified  below,
         ADP-ized  TKC  Software  to  "Devices"  as defined in Section 2 of this
         Restated Agreement;  and (ii) to create interfaces between ADP-ized TKC
         Software  and  any  ADP or  third  party  products  or  services  ("TKC
         Interfaces")  , Kronos  agrees to  provide,  within  the  ADP-ized  TKC
         Software, without requiring Sublicensees to manually invoke an ADP-ized
         TKC import/export function the following:
a.                the   capability  to   import/export   ADP-ized  TKC  employee
                  definition  data to/from  ADP-ized  TKC  Software  to/from TKC
                  Interfaces  by  executing  an  import/export  procedure  which
                  validates  and  migrates  such data  to/from the  ADP-ized TKC
                  Software; provided however, that this capability is subject to
                  the TKC Interface having  saved/retrieved  such data in a form
                  and location  specified by Kronos in its standard TKC Software
                  product documentation;
b.                the capability to import/export accruals balances data to/from
                  TKC   Interfaces   to  ADP-ized   TKC   Software   through  an
                  import/export procedure which validates and migrates such data
                  to/from the ADP-ized TKC Software; provided however, that this
                  capability   is   subject   to  the  TKC   Interfaces   having
                  saved/retrieved  such data in a form and location specified by
                  Kronos in its standard TKC Software product documentation;
c.                the  capability to add through  import from Devices and/or TKC
                  Interfaces,  as  applicable,  punches  and  paycode  edits  to
                  current  and  previous  pay  periods  which  have not yet been
                  signed off or locked;  provided however,  that this capability
                  is subject to the Device and/or TKC Interface,  as applicable,
                  having  saved such  punches  and  paycode  edits in a form and
                  location  specified  by Kronos in its  standard  TKC  Software
                  product documentation;
d.   the employee payroll  information  consisting of totals by day, by week, by
     pay  period,  by  labor  account,  by pay  code  and by  employee  shall be
     available  for  extraction  from  ADP-ized  TKC  Software by Devices or TKC
     Interfaces, as applicable;
e.   the employees' In and Out punches, actual and as interpreted/rounded by the
     ADP-ized TKC Software,  shall be available for extraction from ADP-ized TKC
     Software by Devices or TKC Interfaces, as applicable;
f.   the employees' Pay Code Edits,  actual and as interpreted by the totalizer,
     shall be available for extraction  from ADP-ized TKC Software by Devices or
     TKC Interfaces, as applicable;

g.   the list of labor level entries,  set-up  information  (e.g.  descriptions,
     lengths of fields,  etc.) and  validated  accounts  shall be available  for
     import/extraction by Devices or TKC Interfaces, as applicable,  to/from the
     ADP-ized   TKC   Software,   with  such   lists  to  be  capable  of  being
     imported/extracted for a defined labor level, as specified by Kronos in its
     standard TKC Software product documentation.
h.   the  capability to  import/export  schedule data, as specified by Kronos in
     its standard TKC Software product documentation.
         In  addition,  during  the  term of  this  Restated  Agreement,  if ADP
         provides   Kronos  with  written  notice  that,   notwithstanding   the
         capabilities  within the  ADP-ized  TKC Software in Section 4(h) a.-h.,
         ADP is unable to proceed  with  interfacing  ADP-ized TKC Software to a
         Device  (as  defined  in Section 2 of this  Restated  Agreement)  or is
         unable to create a TKC Interface to ADP's  Payroll  Processing or ADP's
         Human  Resources  Processing  Services (but not to any other product or
         service),  Kronos agrees to supply ADP with the additional  information
         Kronos  reasonably  believes  is required to enable ADP to proceed in a
         reasonable manner, subject to Section 4(d).

     For WFC Software
(i)      Kronos agrees to provide the following support/maintenance services for
         the WFC Software until the completion of the items specified in Section
         4(n),  and  thereafter,  for the ADP WFC  Software,  subject  to  ADP's
         payment of the fees specified in Sections 4(j) and 5(a)(iv), and for as
         long as Kronos  continues to license and support the  comparable (as to
         version and type) WFC Software:
a.                diagnosing and correcting Bugs; provided however,  that Kronos
                  reserves the right to correct any Bug via a workaround  and/or
                  to correct any Bug through an enhancement  or update  provided
                  under  Section  4(i)(c),  and it shall be ADP's  obligation to
                  supply  such  update  or  enhancement  to its  customers;  and
                  provided further that in diagnosing and correcting Bugs in the
                  ADP WFC  Software,  Kronos  shall  provide  such fixes or such
                  workarounds,  enhancements  or updates using the same criteria
                  and priorities with regard to diagnosing and correcting  Bugs,
                  including the selection of the means of correction,  as Kronos
                  uses for the comparable (as to version and type) WFC Software.
b.                providing ADP with updates to the Materials  and/or  providing
                  ADP with  replacement  documentation  in each case to  reflect
                  changes  which  were made by the  incorporation  of  Bug-fixes
                  and/or  other  corrections;  provided  however,  that  ADP may
                  request, (and Kronos will reasonably consider such request) to
                  modify the  Materials to ADP's  specifications,  with any such
                  modifications to be at ADP's expense; and
c.                providing ADP with any  enhancements  or updates to the extent
                  such enhancements or updates are released by Kronos as part of
                  the WorkForce  Central Suite product line;  provided  however,
                  that for  upgrades  which  increase the number of users and/or
                  the  number of  employees,  ADP shall  pay the  difference  as
                  specified on Exhibit C-2.
(j)  ADP agrees to pay  Kronos,  at the end of each  quarter  during the term of
     this Restated Agreement, the actual cost (including salary and benefits) of
     the  equivalent  of up to a maximum of two  full-time  Kronos  employees to
     provide  dedicated  phone  support  for the ADP WFC  Software  during  that
     quarter.  The parties  agree that if ADP's use of such support  exceeds the
     level provided by such two employees,  ADP and Kronos will reasonably agree
     to add additional employees, at ADP's expense. If ADP's use of such support
     decreases below a level requiring the equivalent of two full-time employees
     dedicated to such support,  ADP and Kronos will reasonably  agree to reduce
     the amount of such  support and the cost of such  support  shall be reduced
     accordingly.  The support  employees shall be assigned to support telephone
     inquiries  from a central ADP help desk  concerning  ADP WFC  Software  and
     shall be  subject  to the same  restrictions  specified  in the last  three
     sentences of Section 4(b).
(k)      ADP shall  direct  to the  applicable  third  party  all  requests  for
         support,  modification  and/or enhancement of third party software used
         in conjunction with the WFC Software and the ADP WFC Software,  but not
         embedded   within   such  WFC   Software   or  ADP  WFC   Software   or
         resold/sublicensed to ADP by Kronos hereunder,  and Kronos shall not be
         responsible for such support.
(l)      If ADP requests new features or development for Software, such requests
         shall be subject to the requirements of Section 7.
(m)      To enable ADP: (i) to interface,  for the purposes specified below, ADP
         WFC  Software  to  "Devices"  as defined in Section 2 of this  Restated
         Agreement;  and (ii) to create interfaces  between ADP WFC Software and
         any ADP or third party products or services ("WFC Interfaces"),  Kronos
         agrees to  provide,  within  the ADP WFC  Software,  without  requiring
         Sublicensees to manually invoke a WFC Software  import/export  function
         (except in the case of Smart Scheduler (TM)), the following:
a.                the capability to import WFC employee  definition  data to WFC
                  Software from WFC Interfaces by executing an import  procedure
                  which  validates  and migrates  such data to the WFC Software;
                  provided  however,  that this capability is subject to the WFC
                  Interface  having  saved  such  data  in a form  and  location
                  specified  by  Kronos in its  standard  WFC  Software  product
                  documentation; and provided further that the WFC Software will
                  store such WFC  employee  definition  data using  standard SQL
                  accessible  data mechanisms and the storage schema shall be as
                  specified   in   Kronos'   standard   WFC   Software   product
                  documentation.
b.                the  capability  to  import  accruals  balances  data from WFC
                  Interfaces to WFC Software  through an import  procedure which
                  validates and migrates such data to the WFC Software; provided
                  however,  that this capability is subject to the WFC Interface
                  having  saved such data in a form and  location  specified  by
                  Kronos in its standard WFC Software product documentation; and
                  provided  further  that  the  WFC  Software  will  store  such
                  accruals  balances  data using  standard SQL  accessible  data
                  mechanisms  and the storage  schema  shall be as  specified in
                  Kronos' standard WFC Software product  documentation  and such
                  data will be stored  at  intervals  as  specified  in  Kronos'
                  standard WFC Software product documentation;
c.                the  capability to add through  import from Devices and/or WFC
                  Interfaces,  as  applicable,  punches  and  paycode  edits  to
                  current  and  previous  pay  periods  which  have not yet been
                  signed off or locked;  provided however,  that this capability
                  is subject to the Device and/or WFC Interface,  as applicable,
                  having  saved such  punches  and  paycode  edits in a form and
                  location  specified  by Kronos in its  standard  WFC  Software
                  product documentation;
d.                the employee payroll information  consisting of totals by day,
                  by  labor  account,  by pay  code  and by  employee  shall  be
                  available  for  extraction  from the WFC Software  database by
                  Devices  or  WFC  Interfaces,   as  applicable,  by  executing
                  standard SQL queries;  and provided further,  for summary data
                  (e.g. totals by week or by pay period), such summary data will
                  be available through standard SQL summing operations;
e.   the employees' In and Out punches, actual and as interpreted/rounded by the
     WFC  Software,  shall be  available  for  extraction  from the WFC Software
     database by Devices or WFC Interfaces, as applicable;
f.   the employees' Pay Code Edits,  actual and as interpreted by the totalizer,
     shall be available for extraction from the WFC Software database by Devices
     or WFC Interfaces, as applicable;
g.                the  list of  labor  level  entries  shall  be  available  for
                  extraction by Devices or WFC Interfaces,  as applicable,  from
                  the WFC  Software  database,  with such lists to be capable of
                  being  extracted  for a  defined  labor  level;  and  provided
                  further  that labor  level  entries  shall be capable of being
                  imported to WFC Software, as described in Kronos' standard WFC
                  Software product documentation;
h.                the  capability to extract  schedule  data, to the extent such
                  data is stored in the WFC Software  database or the capability
                  to add through import from Devices and/or WFC  Interfaces,  as
                  applicable,  schedules;  provided however that this capability
                  is subject to the Device and/or WFC Interface,  as applicable,
                  having saved such  schedules in a form and location  specified
                  by Kronos in its standard WFC Software product documentation.

              In addition,  during the term of this Restated  Agreement,  if ADP
              provides  Kronos with  written  notice that,  notwithstanding  the
              capabilities  within WFC  Software  in Section  4(m)a.-h.,  ADP is
              unable to proceed  with  interfacing  ADP WFC Software to a Device
              (as defined in Section 2 of this Restated  Agreement) or is unable
              to create a WFC  Interface to ADP's  Payroll  Processing  or ADP's
              Human Resources Processing Services, (but not to any other product
              or  service),  Kronos  agrees  to supply  ADP with the  additional
              information  Kronos reasonably  believes is required to enable ADP
              to proceed in a  reasonable  manner  and if ADP  requests  Kronos'
              assistance  to make such Device or Interface  work in  conjunction
              with ADP WFC Software,  Kronos  agrees to provide such  consulting
              assistance at Kronos' then  effective  rates,  promptly upon ADP's
              written request.
(n)      ADP has  requested  that  Kronos  make  the  following  changes  in the
         Workforce  Timekeeper,  Workforce Accruals and Workforce Web modules of
         WFC Software to "ADP-ize" it:
(i)       enabling ADP WFC Software to communicate with ADP's blue
          timeclocks/terminals;
(ii)          for  such  modules  of  WFC   Software   and  in  the   applicable
              Documentation,  replacing the Kronos company and product names and
              logos with the ADP  company and  product  names and logos,  in the
              text of the following:  user  interface,  online help,  dialog box
              titles, error messages,  pictures symbolizing the product, install
              scripts, standard reports, Quick Tour and splash screens;
(iii)    conducting quality assurance testing on such modules of the ADP WFC
         Software prior to releasing it to ADP; and
(iv)      for DCM, replacing the Kronos company and product names and logos, in
           the text of the following:  user
              interface, online help, install scripts, and splash screens.
         Kronos has agreed to provide the  features  and  services  described in
         this Section 4(n);  provided  however,  that such features and services
         shall be  completed  on or before  September  30,  2001 and shall be at
         ADP's expense.  Following the completion of the "ADP-ization" set forth
         in  this  Section  4 (n),  for any  future  releases  of the  Workforce
         Timekeeper,  Workforce  Accruals  and  Workforce  Web  modules  and DCM
         provided to ADP under this Restated Agreement,  Kronos will continue to
         include the features  and services  described in clauses (i) to (iv) of
         this Section 4 (n) at no additional cost to ADP; provided however, that
         as to the name and logo changes in Documentation, ADP shall be required
         to pay the  cost of such  changes  for any  such  future  releases.  In
         addition,  if Kronos  agrees  to do any  additional  "ADP-ization"  not
         covered in clauses (i) to (iv) of this Section 4 (n),  such  additional
         ADP-ization  shall be at the  expense of ADP. In  addition,  Kronos has
         agreed that, for Version 3.3 of the Workforce  Timekeeper module of WFC
         Software,  Kronos will make the following changes in Version 3.3 of the
         Workforce  Timekeeper  module of WFC Software  (including  Accruals) to
         "ADP-ize" it: replace the Kronos logo on the initial splash screen with
         the ADP logo; in the logon screen, externalize the text and replace the
         Kronos  company and product  names in the text with the ADP company and
         product  names and replace the Kronos logo bitmap  graphic with the ADP
         logo;  in Help  About,  externalize  the text and  replace  the  Kronos
         company and product  names in the text with the ADP company and product
         names and replace the Kronos  logo  bitmap  graphic  with the ADP logo;
         enable  Version  3.3  of  Workforce   Timekeeper   module  and  DCM  to
         communicate with ADP blue timeclocks/terminals; and replace ADP company
         and product names on the title/cover  page of the WFC Software  manuals
         applicable  to  the  Workforce  Timekeeper,   Workforce  Accruals,  and
         Workforce Web modules.  It is understood and agrees by the parties that
         nothing in this Section 4 (n) shall  require  Kronos to  "ADP-ize"  the
         following: WFC Software database names, tables, stored procedures data,
         directory and filenames,  error logs, audit trails, entity relationship
         diagram (ERD),  and Windows and NT registry  keys. In addition,  Kronos
         has agreed to consider  whether it is feasible to "ADP-ize"  KDemo and,
         if Kronos  determines  it is  feasible,  Kronos will provide ADP with a
         cost to be paid by ADP and a timeframe for such ADP-ization.


         Training

(o)      Kronos  shall  provide ADP  employees  with  access to standard  Kronos
         training   classes  on  the  Kronos  Software  and  Hardware  at  rates
         consistent with those charged by Kronos to other large  customers.  ADP
         shall  be  responsible  for  all  costs  of such  training,  and of ADP
         personnel  during all training  and  technical  assistance  provided by
         Kronos  pursuant  to  this  Restated  Agreement,   including,   without
         limitation, all wages, salaries and travel expenses.
(p)      Kronos will cooperate with ADP's training department in the development
         of  training  materials  with  respect  to the  Hardware  and ADP T & A
         Software,   by  providing  to  ADP,  at  no  additional   charge,   one
         camera-ready copy of all applicable Kronos prepared training  materials
         on TKC  Software,  WFC  Software and Lite  Software.  Kronos shall also
         supply  ADP with one copy of such  materials  in  electronic  form,  if
         available.  Alternatively,  ADP may,  at its  option  and its  expense,
         engage  Kronos  to  modify  the  Kronos  training  materials  to  ADP's
         specifications.   The  fee   payable  by  ADP  with   respect  to  such
         modifications   shall  be  determined  by  the  parties  prior  to  the
         commencement of any such modifications.


5.       Payments to Kronos for Software and Support.

(a)      In  consideration  of Kronos' (i) grant to ADP of the license and other
         rights  described  in  Section 2 herein,  and (ii) as to  ADP-ized  TKC
         Software  and  ADP-ized  Lite  Software,   the  provision  of  Software
         Maintenance  Services to ADP pursuant to Section 4(a) herein, and as to
         the ADP WFC Software, the provision of the services pursuant to Section
         4(i) herein, ADP shall pay to Kronos the following fees:
(i)           For each  Sublicense,  subject  to  Sections  5(b) and  5(c),  the
              applicable  per copy  license fee set forth on Exhibits C, C-1 and
              C-2 attached  hereto  ("License Fee") (such payments to be made by
              the method  described in Section 10(e) and orders to be placed for
              ADP WFC Software by the same method described in Section 9(a)).
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

(ii) The fees  specified on Exhibit C for ADP-ized TKC Software  shall remain in
     effect for the applicable time periods  specified  therein,  until April 2,
     2002.  Thereafter,  such fees may increase by up to ********** annually, if
     Kronos  increases its list prices for TKC Software.  The fees  specified on
     Exhibit C-2 shall remain in effect until July 1, 2001 but thereafter may be
     increased by Kronos by up to **********  per year, if Kronos  increases its
     list  prices for WFC  Software.  It is  understood  that if Kronos does not
     increase the pricing for TKC Software in a certain year, or increases  such
     pricing by less than ********** in a certain year, Kronos may carry forward
     the permitted increase to the following year(s),  but in no event shall the
     increase in any year exceed  **********.  For  example,  if Kronos does not
     increase  the  pricing  for TKC  Software at all for the year from April 2,
     2002 to April 1, 2003, Kronos shall be permitted to increase the pricing of
     ADP-ized TKC Software by ********** in the year from April 2, 2003 to April
     1, 2004, if Kronos increased its list prices for TKC Software by **********
     or more in such year.
(iii)It is understood that although  Teletime  (Kronos  software  portion only),
     Decisions(TM),  Vision(TM), and Express(TM)modules are not currently listed
     on Exhibit C, for any such modules and any future modules which are offered
     by Kronos  to its  End-Users  as part of the  Timekeeper  Central  Software
     Product  line  (except  third  party  modules)  and added to this  Restated
     Agreement in the future at ADP's request,  the discount  applicable to such
     modules will be the same  discount as the one reflected on Exhibit C-2. Any
     future module not  currently  listed on Exhibit C-2 but released as part of
     the WFC Software product suite (except third party modules) may be added to
     Exhibit C-2 at ADP's  request in the future and will be subject to the same
     discount as modules currently listed on Exhibit C-2.
(iv) Six (6)  months  after  Kronos  ships  to ADP the WFC  Software  or ADP WFC
     Software,  as  applicable,  ADP agrees to pay Kronos  *************  of the
     License Fee  applicable  to such WFC  Software or ADP WFC  Software for the
     services described in Section 4(i); provided however,  that such **********
     shall be prorated  to apply to the period  beginning  six (6) months  after
     shipment until the October 1 following such date. In addition, on October 1
     of each year under  this  Restated  Agreement,  ADP agrees to pay Kronos an
     annual  maintenance fee equal to ********** of all ADP WFC Software License
     Fees previously paid to Kronos and still in effect for the ADP WFC Software
     installed  base,  regardless of when such  Sublicenses  were  granted.  For
     purposes of the preceding sentence, any Sublicenses of WFC Software granted
     by ADP prior to the completion of the items specified in Section 4(n) shall
     be counted as ADP WFC Sublicenses.

(b)      Reissuance
(i)           Kronos has agreed to permit  ADP to reissue  certain  Sublicenses,
              without paying the  additional  License Fee required under Section
              5(a)(i); provided,  however, that any such Sublicensing is subject
              to the  limitations  and  restrictions  in this Section 5(b).  ADP
              shall keep records to document each No Start and Termination  Loss
              to permit  Kronos to  verify,  upon  audit,  that each  Reissuance
              corresponds  to an  actual  No  Start  or  Termination  Loss for a
              particular customer which occurred during the applicable period.
(ii)     For purposes of this Section 5(b), the following terms shall have the
         following meanings:
a.       "No Start" shall mean a Sublicense to an ADP Client for which ADP has
                  already paid Kronos the
                  applicable  License Fee but the  Sublicensee  has not paid ADP
                  any licensing fee applicable to the ADP T & A Software and the
                  ADP Sublicensee either:
1.       Informs ADP that it will not permit the ADP T & A Software to be
         installed; or
2.       within six (6) months of the installation of the ADP WFC Software
                     (or in the case of the ADP-ized
                     TKC Software and the ADP-ized Lite  Software,  within three
                     (3) months of  installation)  the  Sublicensee has not paid
                     ADP any licensing fee applicable to the ADP T & A Software,
                     and the Sublicensee notifies ADP that it is no longer using
                     the ADP T & A Software and all copies thereof.  If ADP does
                     not receive  this notice in writing  from the  Sublicensee,
                     ADP will provide  written  notification  to the Sublicensee
                     that the  Sublicensee no longer has rights to use the ADP T
                     & A Software  and all copies  thereof and will  provide one
                     similar follow-up notification, if the Sublicensee does not
                     provide  written  notice to ADP that it is no longer  using
                     the ADP T & A Software  and all copies  thereof in response
                     to the first notification.
b.   "Termination Loss" shall mean that the Sublicensee had paid ADP a licensing
     fee  applicable  to  the  ADP  T &  A  Software,  but  has  terminated  its
     arrangement  with ADP to  receive  ADP T & A, is no longer  paying  ADP any
     licensing fee  applicable to the ADP T & A Software,  and notifies ADP that
     it is no longer using the ADP T & A Software and all copies thereof. If ADP
     does not receive  this  notice in writing  from the  Sublicensee,  ADP will
     provide written  notification  to the  Sublicensee  that the Sublicensee no
     longer has rights to use the ADP T & A Software and all copies  thereof and
     will provide one similar  follow-up  notification,  if the Sublicensee does
     not provide  written notice to ADP that it is no longer using the ADP T & A
     Software and all copies thereof in response to the first notification.
c.                "Reissue" or  "Reissuance"  means ADP grants a Sublicense to a
                  new  Sublicensee  which  corresponds  to  ADP  T & A  Software
                  constituting  either a No Start or a Termination  Loss. ADP is
                  entitled to receive a credit for certain Reissuances,  subject
                  to the terms and conditions of this Section.

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS




(iii)The  provisions of this Section  5(b)(iii)  apply only to ADP WFC Software.
     During the period beginning upon the commencement of the Pilot described in
     Section 23 and ending two (2) years later, ADP may Reissue  Sublicenses and
     Kronos shall grant ADP a credit against any  applicable  License Fees in an
     amount equal to **************  *** ***  ***********************  occurring
     during such  period.  In  addition,  for every No Start of ADP WFC Software
     which occurs during such two year period, ADP may Reissue a Sublicense for,
     and Kronos shall grant ADP a credit against any applicable License Fees for
     the same dollar value contained in the original  Sublicense.  Within thirty
     (30) days after the end of each  quarter  within the two year  period,  ADP
     shall send a written  report to Kronos  certifying  the number of  Reissued
     Sublicenses  (specifying  whether they are Termination Losses or No Starts)
     and the  corresponding  dollar value of each such Reissued  Sublicense  and
     original  Sublicense during that quarter,  including modules,  employee and
     user upgrades,  and including  information which separately identifies each
     Termination  Loss and No Start by an identifying  number,  such as an asset
     number.

              For  each  year  after  such  two  year  period,  ADP may  Reissue
              Sublicenses for Termination  Losses up to ********** of the dollar
              value of the new  Sublicenses  paid for within the  preceding  two
              years, after subtracting all credits, and Kronos shall grant ADP a
              credit against any applicable  License Fees for that dollar value.
              In addition,  for every No Start which occurs  within a year,  ADP
              may Reissue a Sublicense  for, and Kronos shall grant ADP a credit
              for, the same dollar value  contained in the original  Sublicense.
              Within ten (10)  business  days after the end of each  month,  ADP
              shall deliver a written report to Kronos  certifying the number of
              Reissued  Sublicenses  (specifying  whether  they are  Termination
              Losses or No Starts) and the  corresponding  dollar  value of such
              Reissued  Sublicenses and original  Sublicenses within that month,
              including  modules,  employee  and user  upgrades,  and  including
              information which separately  identifies each Termination Loss and
              No Start, by an identifying  number,  such as an asset number.  In
              addition,  within  thirty  (30)  days  after  the end of each year
              during the term of this Restated Agreement,  ADP agrees to deliver
              to Kronos a report,  certified and signed by an accounting officer
              or  controller  of  ADP,  setting  forth  the  information  in the
              preceding sentence, but instead covering that entire year.
              Notwithstanding  the  foregoing,  ADP agrees to pay Kronos for the
              costs  of  duplication  of any  Reissued  Sublicenses  of ADP  WFC
              Software,  since ADP is not  permitted  to  duplicate  the ADP WFC
              Software.
<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

(iv) The provisions of this Section 5(b)(iv) apply only to ADP-ized TKC Software
     and ADP-ized  Lite  Software,  excluding  modules.  Modules of ADP-ized TKC
     Software and ADP-ized Lite Software are not permitted to be Reissued. Until
     April 1,  2001,  the  parties  agree to follow  their  practice  concerning
     Reissuances which was in effect when this Restated Agreement was signed. On
     April 1,  2001,  the  parties  shall  continue  their  practice  concerning
     Reissuances, as modified by this Section 5(b)(iv). ADP shall be entitled to
     a prorated  number of  Reissuances  for the period from April 1, 2001 until
     October 1, 2001,  based upon the  Reissuances  permitted under this Section
     5(b)(iv).  For each one (1) year period  beginning on October 1, 2001,  for
     Termination  Losses,  ADP may Reissue  and Kronos  shall grant ADP a credit
     against any applicable  License Fees,  for up to **********  ******* of the
     total number of new Sublicenses to ADP Clients of ADP-ized TKC Software for
     which ADP has paid Kronos the  applicable  License Fee during the preceding
     two (2) years,  after  subtracting  all credits.  In  addition,  calculated
     separately from ADP-ized TKC Software,  for each one year period  beginning
     on October 1, 2001, for  Termination  Losses,  ADP may Reissue,  and Kronos
     shall grant ADP a credit  against any  applicable  License Fees,  for up to
     *****************  of the total number of new Sublicenses to ADP Clients of
     ADP-ized Lite Software for which ADP has paid Kronos the applicable License
     Fee during the preceding two (2) years,  after subtracting all credits.  In
     addition,  for every No Start of ADP-ized TKC Software  which occurs during
     each one (1) year period  beginning  on October 1, 2001,  ADP may Reissue a
     Sublicense  and Kronos  shall  grant ADP a credit  against  any  applicable
     License  Fees,  for  such  ADP-ized  TKC  Software.  For  every No Start of
     ADP-ized  Lite  Software  which  occurs  during  each one (1)  year  period
     beginning on October 1, 2001, ADP may Reissue a Sublicense  for, and Kronos
     shall  grant ADP a credit  against  any  applicable  License  Fees for such
     ADP-ized Lite Software. Within ten (10) business days after the end of each
     month,  ADP shall deliver a written report to Kronos  certifying the number
     of Reissued  Sublicenses  and specifying  (i) whether they are  Termination
     Losses  or No  Starts,  (ii)  information  concerning  each  such  Reissued
     Sublicense,  including  version  upgrades,  employee and user  upgrades and
     information which separately  identifies each Termination Loss and No Start
     by an identifying  number,  such as an asset number,  and (iii)  separately
     reporting  ADP-ized TKC Software and ADP-ized Lite Software,  for each item
     herein.  In  addition,  within  thirty (30) days after the end of each year
     during the term of this Restated Agreement, ADP agrees to deliver to Kronos
     a report,  certified and signed by an  accounting  officer or controller of
     ADP,  setting  forth the  information  in the  preceding  sentence for that
     entire year.
(c)      If ADP wants to upgrade an existing ADP Sublicensee of the ADP-ized TKC
         Software  to ADP WFC  Software,  ADP shall pay  Kronos  the  difference
         between the prices then in effect for the TKC  Software  and the prices
         then in effect  for WFC  Software,  such  payment  to  include  both an
         increase   attributable   to  the  number  of  users  and  an  increase
         attributable to the number of employees.
(d)      If at any time during the term of this Restated  Agreement Kronos shall
         reduce the list price for WFC Software so that the price charged to ADP
         for the ADP WFC  Software is greater than the Kronos list price for the
         comparable  (as to version and type) WFC Software  less the  applicable
         ADP discount in effect  hereunder,  then the prices  charged to ADP for
         the  applicable  ADP WFC Software  shall be reduced to the reduced list
         price for the  comparable  (as to version and type) WFC Software,  less
         the applicable ADP discount in effect hereunder.

6.       Agreements with Respect to Source Code.
(a)  The parties  recognize  and agree that,  prior to the signing of the Second
     Amendment  to the April 2, 1993  Software  License and Support and Hardware
     Purchase  Agreement,  Kronos had licensed  Source Code for the TKC Software
     and Lite  Software  to ADP,  subject  to the  terms and  conditions  of the
     Original  Agreement  then in effect  between the  parties,  and that Kronos
     discontinued  (except as  provided  in the  following  sentence)  providing
     /licensing   additional  Source  Code  after  the  signing  of  the  Second
     Amendment.  The parties  recognize  and agree that Kronos has  continued to
     license  to ADP the  following  Source  Code  files  for the  ADP-ized  TKC
     Software: (i) the install Source Code, the library (.lib) files, the header
     (.h)  files;  and the visual  studio  project  (.dsp)  files  (hereinafter,
     collectively, "Continuing Source Code Files"); and (ii) the TKC Fix utility
     for Version 3A, the header  files from other parts of the system  which are
     referenced  in the TKC Fix  directory  and the latest  version of CHGNUM 8C
     baseline (hereinafter,  collectively, "TKC Fix Utility and Related Files").
     Kronos  agrees to  continue to license to ADP such  Continuing  Source Code
     Files(  including  updates  thereto)  and such TKC Fix  Utility and Related
     Files, during the term of this Restated Agreement.  Kronos hereby grants to
     ADP a license  to use such  Continuing  Source  Code Files and such TKC Fix
     Utility and Related Files, internally and solely for purposes of supporting
     existing  Sublicensees  of ADP-ized TKC Software and for new Sublicenses of
     ADP-ized TKC Software under this Restated Agreement. Upon the expiration or
     termination  of this  Restated  Agreement,  ADP  shall  continue  to have a
     limited  license to use the  Continuing  Source  Code Files and the TKC Fix
     Utility and Related Files internally,  solely for the purpose of supporting
     Sublicenses  in effect at the time of the expiration or termination of this
     Restated  Agreement,  but ADP  shall  have no right  to use the  Continuing
     Source Code Files or the TKC Fix Utility and Related  Files for the purpose
     of  granting  new  Sublicenses.  In no event shall ADP convey a Source Code
     license to a Sublicensee.  In addition, ADP agrees that the TKC Fix Utility
     and  Related  Files shall be used by ADP solely for the purpose of allowing
     ADP to do the development work to enable the CHGNUM Source to work with the
     TKC Version 3A;  provided  however,  that ADP agrees it will not modify the
     TKC Fix  Source  Code  and the  Header  Files  Source  Code in  doing  such
     development;  and provided further,  that ADP shall immediately  provide to
     Kronos all Source Code and object code resulting from such  development and
     ADP grants  Kronos a paid-up,  royalty free  license to use such  resulting
     Source Code and object code.
(b)      ADP  hereby  warrants  and  represents  that  the  only   ADP-developed
         additional   features  and/or  improvements  which  resulted  from  the
         licensing of TKC and Lite Software Source Code were the following:
(i)      e-time payroll interface utility
(ii)     hand punch interface to RSI utility and
(iii)    punch detail utility;
         such items constituting "ADP Features".
(c)  The parties recognize and agree that the Original  Agreement required that,
     upon its  termination,  ADP  provide to Kronos the Source Code for each ADP
     Feature  (as  defined  in such  Original  Agreement)  to  permit  Kronos to
     determine  whether that ADP Feature was so closely  integrated  with Kronos
     Source  Code  that it cannot  be  readily  and  practicably  separated.  In
     compliance with this  requirement,  ADP has provided Kronos with the Source
     Code for the ADP Features  specified in Section 6(b) above,  and Kronos has
     determined that, except for the cf_cold.c,  updates.c,  updin1.c,  updin2.c
     and updu.c files contained therein ("Five Files"),  they are not so closely
     integrated  with  Kronos  Source  Code that  they  cannot  be  readily  and
     practicably  separated.  Kronos  agrees  that  ADP owns  such ADP  Features
     (including their Source Code), except for the Five Files (such ADP Features
     and Source Code,  excluding the Five Files,  the "ADP Retained  Features"),
     and that  Kronos  has no right to use,  modify,  license  or market the ADP
     Retained Features or their Source Code; provided however, that Kronos shall
     retain one copy of such ADP Retained Feature Source Code in escrow, so that
     Kronos  has a record of its  content  in the event of a dispute  under this
     Restated Agreement. Kronos hereby grants to ADP a license to use the Source
     Code for the Five  Files,  subject  to the  restrictions  set  forth in the
     following four sentences.  During the term of this Restated Agreement,  ADP
     shall use the ADP Feature and Five Files Source Code solely for purposes of
     supporting  Sublicensees  employing the ADP Features and for providing such
     ADP Features to new Sublicensees under this Restated Agreement. The parties
     agree that if ADP needs  Kronos'  assistance  for  purposes  of  supporting
     Sublicensees  using the ADP Features,  ADP shall pay for such assistance at
     Kronos' then  effective  rates.  Upon the expiration or termination of this
     Restated Agreement,  ADP shall have a limited license to use the Five Files
     internally, solely for the purpose of supporting Sublicensees using the ADP
     Features at the time of the  expiration  or  termination  of this  Restated
     Agreement, but ADP shall have no right to grant new Sublicenses of the Five
     Files. In no event shall ADP convey a Source Code license to a Sublicensee.
(d)      Except as provided  in Section  6(a) for use of the  Continuing  Source
         Code Files and the TKC Fix  Utility  and  Related  Files and in Section
         6(c) for use of the Five Files, ADP shall have no rights to use, modify
         or enhance the Kronos Source Code  (including  all Source Code provided
         by Kronos to ADP under the Original Agreement or otherwise). ADP hereby
         warrants and  certifies  that it has  destroyed  all Kronos Source Code
         provided by Kronos to ADP under the Original  Agreement,  or otherwise,
         and all copies  thereof,  except for the Continuing  Source Code Files,
         the TKC Fix Utility and Related Files and the Five Files.
(e)      ADP agrees to continue the  following  restrictions  on the  Continuing
         Source Code Files,  the TKC Fix Utility and Related  Files and the Five
         Files, during the term of this Restated Agreement, and thereafter:
(i)           ADP  shall  provide  access  to  Kronos  Source  Code  only to its
              employees  who  have  signed  the  ADP  standard   confidentiality
              agreement  substantially  similar  to that  attached  as Annex III
              and/or  only  to   consultants   who  have  signed  the   standard
              Professional  Services  Agreement  substantially  similar  to that
              attached as Annex IV.
(ii)     ADP shall mark Kronos Source Code as confidential at all times.
(iii)         ADP agrees that remote  access to Kronos  Source Code via any data
              communication  device or password will not be permitted  unless an
              encryption device or password governs remote access.
(iv)          ADP agrees  that  Kronos  Source  Code shall be treated by all ADP
              employees and consultants as highly  confidential and proprietary,
              with the same degree of care,  protection,  restricted  access and
              limits on use and  disclosure  with which ADP treats trade secrets
              of the most confidential nature.
(v)           ADP agrees to implement periodic  procedures and audits to confirm
              that ADP  employees and  consultants  with access to Kronos Source
              Code are aware of their  obligations  upon initial access and upon
              reassignment or termination by ADP.
(vi)          ADP agrees not to make copies of Kronos  Source  Code  (whether in
              media or hard copy),  except to the extent  required for permitted
              use.
(vii)         ADP agrees to require the use of passwords  and/or physical access
              protection for log-in or data sets for on-line systems  containing
              the Kronos Source Code.
(viii)        ADP  agrees to  instruct  employees  and  consultants  to erase or
              destroy Kronos Source Code before disposal of the media; and
(ix)     ADP shall abide by the restrictions in Section 22(b).

7.       Agreements with Respect to Custom Software.
(a)  The parties  hereby  agree that the Initial  Custom  Software and the Total
     Time 120  Software,  both as defined  in the  Original  Agreement,  and the
     ADP-ized TKC Software,  ADP-ized Lite Software and ADP WFC Software, all as
     defined in this Restated  Agreement,  are so closely integrated with Kronos
     Source Code that they cannot be practicably  separated.  Therefore,  Kronos
     grants ADP a continuing  license to Sublicense such Initial Custom Software
     , Total Time 120  Software,  ADP-ized TKC Software,  ADP WFC Software,  and
     ADP-ized Lite Software,  all in accordance  with the terms of this Restated
     Agreement,  but Kronos shall own all such  software.  Kronos agrees that it
     shall not use, license or market such Initial Custom  Software,  Total Time
     120  Software,  ADP-ized TKC  Software,  and ADP-ized  Lite Software or any
     Source Code  related  thereto;  provided  however,  that to the extent such
     Source Code related  thereto is the same as the Kronos Source Code,  Kronos
     has full  rights to use,  license  and market  such Source Code and Kronos'
     rights  in such  Source  Code  shall  not be  restricted  by this  Restated
     Agreement.
(b)      ADP may request that Kronos develop custom  software for ADP but Kronos
         shall  be  under  no  obligation  to do so.  ADP  may  provide  written
         specifications  for such  custom  software,  or the parties may jointly
         develop written specifications. If Kronos chooses to accept the request
         to develop custom software,  Kronos shall provide a price quotation for
         the  development  of such custom  software to ADP. If ADP agrees to the
         quotation,  Kronos  shall  develop the custom  software for ADP for the
         quoted price; provided,  however, that any such custom software will be
         subject to the terms and conditions of Kronos' standard custom software
         license agreement then in effect.
(c)      During the term of this  Restated  Agreement,  and  thereafter,  Kronos
         shall own any custom software developed hereunder.  At all times during
         the term of the Restated Agreement and thereafter, Kronos has the right
         to  independently  develop  all  products,  even  those  products  with
         functionality similar to ADP-requested custom software.

8.       Purchase and Sales of Hardware.
         Kronos  agrees to sell and ADP  agrees to  purchase  from time to time,
         certain items of Hardware,  all as more fully  described in Exhibits B,
         B-1 and B-2 attached  hereto,  subject to the terms and  conditions  of
         this  Restated  Agreement.  If,  at any  time  during  the term of this
         Restated Agreement,  Kronos shall discontinue any Hardware  purchasable
         hereunder and the only  replacement for such Hardware offered by Kronos
         is priced at a higher price than the original  Hardware,  Kronos agrees
         that the purchase price of the replacement  shall be the purchase price
         of  the  original   for  six  (6)  months  after  the   discontinuance.
         Thereafter, the parties agree to negotiate in good faith concerning the
         price for such replacement. In addition, for updates or enhancements to
         Hardware  which are offered by Kronos  during the term of this Restated
         Agreement when the original Hardware is not  discontinued,  the parties
         agree to negotiate in good faith  concerning the applicable  prices and
         terms.  Notwithstanding the foregoing,  the parties recognize and agree
         that  Kronos  intends to  release a new  "millennium"  terminal  in the
         future and when Kronos releases such millennium  terminal for sale, the
         parties  agree  that their  obligation  to  negotiate  in good faith on
         pricing shall not apply,  and Kronos'  obligation  to provide  original
         pricing on  discontinued  Hardware  for six (6) months shall not apply,
         and Kronos will make such millennium terminal available for sale to ADP
         at prices specified on Exhibit B-2 hereto. Kronos reserves the right to
         obsolete  any item of  Hardware  sold  hereunder,  with six (6)  months
         advance written notice to ADP.

9.       Order of Hardware.
(a)  Any  Hardware  ordered by ADP and  delivered by Kronos shall be pursuant to
     the issuance of an agreed upon order form (a "P.O."). Each P.O. shall state
     the quantities,  Hardware description  (including part number),  applicable
     prices,   requested  delivery  date,  delivery   destination  and  delivery
     instructions.  On the  date of  receipt  of a  complete  P.O.  (the  "Order
     Acceptance  Date"),  such  order  shall be deemed to be a firm order and to
     have been accepted by Kronos in the quantity  stated in such order.  If the
     requested  delivery  date is less than 90 days  after the Order  Acceptance
     Date with  respect to any order of Hardware  for use with Lite  Software or
     less than 30 days with  respect to any other  order,  Kronos  shall use its
     best efforts to confirm such date,  but if Kronos is unable to confirm such
     date the confirmed  scheduled delivery date shall not in any event be later
     than 90 days after the Order Acceptance Date of such order for Hardware for
     use with Lite Software or 30 days for any other order. ADP shall provide to
     Kronos a twelve month rolling  forecast of the expected  monthly  volume of
     Hardware  and Kronos  Software  orders and ADP shall  update  such  rolling
     forecasts quarterly.  Notwithstanding the second preceding sentence, in the
     event actual orders for any month exceed  forecasted  orders for such month
     by up to 30% of such  forecast,  Kronos  shall be  required  to  deliver an
     amount equal to 130% of such  forecast  within 90 days after receipt of the
     P.O.  for  Hardware  for use with Lite  Software  and  within 30 days after
     receipt of the P.O.  for all other  orders.  Kronos shall not be obliged to
     deliver  an amount in excess of 130% of  forecasted  orders  within 30 days
     after Order Acceptance Date.  Kronos agrees to deliver amounts in excess of
     130% of  forecasted  orders up to and including  200% of forecasted  orders
     within 75 days  following  receipt of the  applicable  P.O., for all orders
     other  than for  Hardware  for use with Lite  Software  and within 120 days
     after  receipt of the  applicable  P.O. for all orders for Hardware for use
     with Lite Software.  For orders in excess of 200% of the forecasted  order,
     Kronos  shall  use its best  efforts  to  deliver  such  excess  amount  as
     expeditiously  as possible.  Kronos shall in any event confirm the delivery
     dates with respect to all P.O.'s.
(b)      ADP may cancel a P.O.  for  Hardware  for use with Lite  Software at no
         charge if such  cancellation  notice is received at least 90 days prior
         to the originally  scheduled  delivery date of such  Hardware,  and may
         cancel a P.O.  for all other  Hardware  at no  charge  if  cancellation
         notice is received at least 30 days prior to the  originally  scheduled
         delivery  date of such  Hardware.  ADP may not  cancel  any  order  for
         Hardware  received  within four (4) months prior to the  termination of
         this Restated Agreement.
(c)      Notice  by  ADP to  Kronos  changing  the  destination  of a  scheduled
         delivery of Hardware shall not be considered to be a rescheduling  or a
         cancellation of a delivery. ADP may change the delivery destination for
         any  delivery  provided  that Kronos is given  notice at least ten days
         prior to the  scheduled  delivery  date for  Hardware for use with Lite
         Software and three days prior to the  scheduled  delivery  date for all
         other Hardware.
(d)      Shipment shall be F.O.B.  Kronos' shipping dock upon transfer to either
         a common carrier or ADP itself. Kronos shall select a common carrier on
         behalf of ADP,  which carrier shall not be construed to be the agent of
         Kronos.  Title to Hardware  and all risk of loss shall pass to ADP upon
         point of shipment.
(e)      The parties have agreed to a Procedure for Return of Certain  Hardware,
         attached  as  Exhibit G  ("Procedure").  Kronos  reserves  the right to
         discontinue  or modify such  Procedure  at any time upon six (6) months
         advance  written  notice to ADP. If ADP is credited for the purchase of
         any Hardware unit under the Procedure,  all credits shall be subtracted
         prior to determining the units/amounts  purchased/licensed for purposes
         of achieving minimums under this Restated Agreement.


           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


10.       Hardware Purchase Price; Payment; Taxes.
(a)      The purchase  prices for the Hardware  purchased by ADP hereunder shall
         be the prices listed on Exhibits B, B-1, and B-2 attached hereto.
(b)      Unless  otherwise  specified in an Exhibit to this Restated  Agreement,
         Kronos will  provide ADP with a *********  discount  from list price on
         all Kronos manufactured peripheral devices, and ********** discounts on
         all  peripherals  and  consumables  not  manufactured  by  Kronos.   In
         addition,  ADP may purchase  peripherals and consumables  directly from
         any commercial source, but Kronos shall have no responsibility for such
         peripherals and consumables, or for their effects upon the Hardware.
(c)      ADP shall be  entitled  to order  Hardware  pursuant  to this  Restated
         Agreement  by issuing  P.O.s  during the term hereof for  delivery  not
         later  than 90 days  after  the  expiration  of the  term  hereof  (the
         "Delivery Period").
(d)      Unless otherwise  expressly stated by Kronos,  all prices are exclusive
         of federal,  state,  local,  excise,  sales,  use or similar taxes. ADP
         shall be liable for all such  taxes.  ADP shall  provide  Kronos with a
         properly executed resale or tax exemption certificate acceptable to the
         taxing authorities,  or in lieu thereof, shall remit to Kronos the full
         amount  of such tax as shall be  separately  stated  on the face of the
         invoice.
(e)      Kronos shall issue one monthly invoice to ADP for ADP-ized TKC Software
         and ADP-ized  Lite  Software  and ADP shall pay such invoice  seven (7)
         business days from receipt. Kronos shall invoice ADP upon shipment, for
         all other Kronos  Software,  Hardware,  peripheral  devices,  and other
         items,  and ADP  shall  pay  such  invoices  net 30  days.  If  partial
         shipments are  authorized by ADP, each shipment  shall be paid for when
         due without regard to other scheduled shipments.

           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

11.       Hardware Maintenance.
         On a year to year  basis,  beginning  on July 1, 2000,  ADP has engaged
         Kronos to perform  maintenance  services  with respect to the Hardware.
         Such  services  are  described  on  Exhibit  F-1  attached  hereto  and
         incorporated  by reference  herein,  which  Exhibit also sets forth the
         amounts payable by ADP for such services.

         In addition,  Kronos shall be subject to the  obligations  set forth on
         Exhibit F-2 attached hereto during the term of this Restated Agreement.

         Notwithstanding  ADP's  retention  of  Kronos  to  provide  maintenance
         services with respect to the Hardware, ADP may perform such maintenance
         itself.  In  addition,  ADP may also  engage a third  party to  provide
         on-site  maintenance and/or  installation to ADP T & A customers of the
         Hardware and Software;  provided  however,  that such third party shall
         not be a direct competitor of Kronos.  In addition,  ADP may engage the
         same, or a different,  third party to perform depot exchange  services;
         provided  however,  that  such  third  party  shall  not  be  a  direct
         competitor of Kronos.  For so long as ADP continues to engage Kronos to
         perform maintenance with respect to the Hardware, the revenue to Kronos
         from  ADP  attributable  to such  maintenance  shall  equal  or  exceed
         ******** for every calendar quarter.

         ADP also agrees to provide Kronos with an equivalent opportunity to bid
         on the provision of on-site maintenance and/or  installation  services,
         and depot exchange services.

         In the event the Restated Agreement expires or is terminated and Kronos
         is no longer  providing  Hardware  maintenance  services  for ADP,  the
         parties  agree that Kronos will comply with Section 2 of Exhibit F-2 in
         order to allow ADP to  maintain  and support  the  Sublicenses  then in
         effect.

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


12.       Hardware Warranty Coverage.
(a)
(i)  Kronos  warrants  that  the  Kronos  420,  440,  and 480  Hardware  shipped
     hereunder  will be free from  defects in material or  workmanship  and will
     perform in  accordance  with its published  specifications  for a period of
     ********  days from the date of shipment by Kronos,  and the ADP 140,  144,
     150 and 154  Hardware  shipped  hereunder  will be  free  from  defects  in
     material or workmanship  and will perform in accordance  with its published
     specifications for a period of ********months  from the date of shipment by
     Kronos,  (such ******** day and such ******** month periods, as applicable,
     hereafter shall be called  "Warranty  Period").  If the Hardware covered by
     the warranty does not function in accordance with such specifications,  ADP
     or its  designee  may contact  Kronos'  Technical  Support  Department  for
     telephone assistance in attempting to isolate and correct the problem at no
     charge  to ADP;  provided  that  if such  problem  is not the  result  of a
     Hardware  defect,  such  assistance  shall  be  billed  to ADP  at  Kronos'
     customary rates.

(ii)          Kronos shall repair or replace Hardware  returned to it within ten
              working days after the same has been  received by Kronos'  factory
              or repair depot.  ADP shall be  responsible  for one-way  shipping
              charges to Kronos'  factory  or repair  depot and Kronos  shall be
              responsible for the return shipping charges to ADP.
(iii)         The above warranty  extends to ADP, and to Sublicensees  who/which
              receive ADP T & A Service.  Warranty  claims may be  generated  to
              Kronos by ADP, or by  Sublicensees.  The repair or  replacement of
              parts or Hardware shall not extend the original  Warranty  Period,
              but each item  repaired or replaced  shall have a warranty  for 30
              days from the date of ADP's  receipt of  shipment of a repaired or
              replaced item.
(b)      The foregoing warranty shall not apply in the following circumstances:
(i)      accident, neglect or misuse;
(ii)          alterations,   which  shall  include,   but  not  be  limited  to,
              installation   or  removal  of  Kronos   features   or  any  other
              modification,  whenever  any  of the  foregoing  is  performed  by
              entities or persons other than the maintenance provider designated
              pursuant  to  Section  11;  provided  that,   notwithstanding  the
              foregoing,  installation  of Hardware by  Sublicensees  and by any
              person or entity  which is an  authorized  purchaser  of  Hardware
              under this  Agreement  in  accordance  with  Kronos'  installation
              procedures shall not cause the warranty to be inapplicable;
(iii)         failure  to   provide   and   maintain  a  suitable   installation
              environment,  with all  facilities  prescribed by the  appropriate
              Kronos functional specifications  (including,  but not limited to,
              failure of, or failure to provide,  adequate electrical power, air
              conditioning  or  humidity  control)  or from use of  supplies  or
              materials not meeting Kronos specifications; and
(iv)     the use of the Hardware for other than the purposes for which designed.
(c)      EXCEPT FOR THE  WARRANTIES  SET FORTH IN THIS SECTION 12, SECTION 16 OR
         PARAGRAPHS 3, 4 a) AND 4 c), 5, AND 6 OF EXHIBIT F-2, KRONOS  DISCLAIMS
         ALL  WARRANTIES  WITH  REGARD TO THE  HARDWARE,  INCLUDING  ALL IMPLIED
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND
         THE  STATED  EXPRESS  WARRANTIES  ARE IN  LIEU  OF ALL  OBLIGATIONS  OR
         LIABILITIES  ON THE  PART OF  KRONOS  FOR  DAMAGES,  INCLUDING  BUT NOT
         LIMITED TO LOSS OF GOODWILL,  LOSS OF DATA, OR OTHER  ECONOMIC LOSS, OR
         ANY COLLATERAL,  INCIDENTAL,  SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER
         IN TORT, CONTRACT OR OTHERWISE) OF ANY KIND.

13.       Favored Customer.
         Kronos warrants to ADP that the Hardware Fees and Software License Fees
         under this  Agreement  shall not exceed the average of those granted to
         Kronos'  three  largest (in dollar  volume of sales)  United States and
         Canadian dealers,  measured annually at the commencement of each Kronos
         fiscal year, for  purchases/licenses  of similar hardware and software,
         excluding  upgrades,  in similar quantities and under similar terms and
         conditions.  Kronos agrees, while this Restated Agreement is in effect,
         that  if the  Hardware  Fees  and  Software  License  Fees  paid by ADP
         hereunder are more than such average,  then ADP shall receive, from and
         after that date, such average fees. In no event shall Kronos be subject
         to any  restrictions  on pricing to End-Users.  Within thirty (30) days
         after the end of each Kronos  fiscal year,  Kronos shall confirm to ADP
         in a written statement,  certified by an officer of Kronos, whether ADP
         is entitled to an  adjustment  of the  Hardware  Fees and/or  Licensing
         Fees.  If any  adjustment  to such fees is  required,  Kronos shall set
         forth in such statement the amount of such adjustment and the date from
         which such adjustment shall take effect.

14.      Term and Termination; Rights Upon Termination.
(a)      The term of this Restated  Agreement  shall commence on the date hereof
         and shall  continue until April 2, 2004,  unless earlier  terminated in
         accordance  with this  Restated  Agreement.  Thereafter,  this Restated
         Agreement  shall  automatically  be  renewed  for  successive  two year
         periods,  unless  terminated  by either  party upon notice to the other
         party,  such  notice to be given in  writing at least one year prior to
         the commencement of any renewal term.
(b)  Notwithstanding  anything to the contrary  contained  herein,  either party
     hereto may terminate  this Restated  Agreement upon written notice upon the
     occurrence  of an Event of Default (as defined  below)  caused by the other
     party. A party shall have committed an Event of Default under this Restated
     Agreement upon the occurrence of any of the following  events:  (i) failure
     to pay any sum of money due hereunder for more than fifteen (15) days after
     the same has become due and payable  and written  notice to that effect has
     been  received,  provided,  in the event that such  unpaid  amounts are the
     subject of a good faith dispute, an Event of Default shall not be deemed to
     have  occurred  for so  long  as the  party  withholding  such  monies  has
     deposited  such monies with a mutually  agreed upon escrow agent,  (ii) any
     material breach of its  representations,  warranties or covenants contained
     herein or failure to perform any of its other  obligations  hereunder for a
     period of thirty  (30) days  after the  giving of notice of such  breach or
     failure by the other party;  provided however that a breach of Section 2(g)
     shall be subject to Section  14(f) and  provided  further  that a breach of
     Section 2(d) or 2(e) shall be subject to section 14(e); (iii) commission of
     an act of  bankruptcy or becoming the subject of any  proceeding  under the
     U.S. Bankruptcy Code or any state bankruptcy laws or becoming insolvent, or
     the  subjection  of any  substantial  part of such party's  property to any
     levy,  seizure,  assignment,  application or sale for or by any creditor or
     governmental  agency,  which  proceeding,   levy,  seizure,  assignment  or
     application for sale shall not have been dismissed  within sixty (60) days,
     or (iv)  failure to remain in the  business  or  provide  the  products  or
     services  contemplated  hereby  for a period of thirty  (30) days after the
     giving of notice of such failure by the other party.
(c)      Upon the occurrence of an Event of Default,  the  non-defaulting  party
         may provide the other party with notice of  termination  setting  forth
         the nature of such  Event of  Default.  Any such  notice  shall  become
         effective on the date thereof.
(d)  In the event that either party shall  terminate this Restated  Agreement on
     account of an Event of Default committed by the other party, ADP shall have
     no further rights to duplicate  ADP-ized TKC or ADP-ized Lite Software,  or
     to market and provide new  Sublicenses of ADP T & A Software from and after
     the effective date of such termination except as provided in Section 14(e).
     ADP  shall  immediately  provide  to  Kronos  all  copies  of the ADP T & A
     Software and Materials in its possession,  other than copies of the ADP T &
     A Software and Materials  validly  licensed by ADP for its own internal use
     (which use shall be only as described in Annex I) or shall destroy all such
     copies  and shall  provide  to Kronos  certification  of such  destruction.
     However,  notwithstanding the foregoing, ADP may retain copies of the ADP T
     & A Software and Materials for the limited purpose of continuing to support
     existing  Sublicensees with valid Sublicenses issued during the term of the
     Restated Agreement and for a sufficient period of time to allow fulfillment
     of orders  pursuant to Section 14(i).  Subject to Section  14(h),  upon any
     such  termination,  (i) ADP  shall pay any  amounts  which are then due and
     owing  to  Kronos  and (ii)  any  further  or  future  payment  obligations
     hereunder  shall be null and void;  except  that if the  termination  is on
     account  of an Event of Default by ADP,  ADP shall be  required  to pay all
     minimum amounts owed under Section 2 (j) and when applicable,  Section 2(m)
     and Section 14 (f).
(e)  Except as  provided  in the third  sentence of this  Section  14(e),  it is
     understood and agreed that with respect to a breach of Section 2(d) or 2(e)
     by Kronos,  Kronos shall have one hundred  twenty (120) days  following the
     receipt  of written  notice  from ADP of such  breach to cure such  breach,
     subject to the  following:  (i) during such cure  period,  Kronos  shall be
     required  to  cease  any   sales/licenses,   services,   implementation  or
     development  activity giving rise to such breach within thirty (30) days of
     Kronos'  receipt of such notice,  provided that concerning the provision by
     Kronos of ongoing support to any installed  client base giving rise to such
     breach  after such 30 day  period,  Kronos  shall be  required,  as soon as
     reasonably  practicable,  to:
 a.  discontinue all  service/support  to such
     installed base; or
b.       recommend the conversion of such installed base to ADP Payroll
     Processing Services;
provided however,  that after such initial 30 day period  following  notice,  if
     Kronos is unable to accomplish such  discontinuance  or conversion,  Kronos
     shall be  required to pay ADP all  revenue  derived by Kronos if any,  from
     such  installed  base for the support  giving rise to such breach at prices
     equivalent to the prices  charged by ADP for the  comparable  support;  and
     (ii) any cure shall be the  ceasing of all  activities  giving rise to such
     breach  going  forward  (which  shall  include,  but not be limited to, the
     termination/cancellation  of any  contract/arrangement  giving rise to such
     breach) and the payment by Kronos to ADP of any actual damages resulting to
     ADP  during  the  period  of such  Section  2(d) or 2(e)  breach;  provided
     however,  that in the case of a bona fide dispute  concerning the amount of
     the  actual  damages  owed,  Kronos  shall  immediately  pay ADP all actual
     damages not in dispute and,  within thirty (30) days after  written  notice
     from ADP of the amount of the remaining actual damages, Kronos shall either
     pay  such  damages  or  commence  arbitration  pursuant  to  Section  25(l)
     concerning  such damages;  and provided  further that until the  arbitrator
     rules concerning such remaining  disputed actual damages,  Kronos shall not
     be deemed to have failed to cure such breach solely  because of its failure
     to pay such  damages,  but Kronos shall not be relieved of any of its other
     obligations  concerning  cure.  If  Kronos  pays  ADP such  actual  damages
     (whether prior to or after  arbitration),  but Kronos is still in breach of
     its cure obligations  hereunder and therefore ADP is permitted to reproduce
     the ADP T & A Software for  Sublicensing as specified in the third sentence
     of this Section 14(e), ADP shall be required to refund to Kronos the amount
     of such actual damages prior to reproducing and Sublicensing any such ADP T
     & A Software.  If such breach was  committed  with the knowledge of Kronos'
     Chief  Executive  Officer,  Chief  Financial  Officer,  President  or  Vice
     President,  Worldwide  Sales and  Service  or if Kronos  fails to cure such
     breach as specified herein, ADP shall terminate this Restated Agreement but
     shall retain the right to continue to Sublicense  the ADP T & A Software to
     ADP  Clients  for a period  equal to the  remaining  term of this  Restated
     Agreement  had no  termination  notice  been  given  (but in no event for a
     period exceeding eighteen (18) months) and ADP shall be entitled to combine
     such ADP T & A Software with any hardware; provided that, after termination
     of this  Restated  Agreement  as  contemplated  by this Section  14(e),  no
     License  Fees shall be payable by ADP, and Kronos shall not be obligated to
     provide  ADP with copies of the ADP T & A Software  or  Materials,  but ADP
     shall be entitled to  reproduce  the same  solely for  Sublicensing  to ADP
     Clients for the remaining term of this Restated Agreement, (but in no event
     for a period  exceeding  eighteen (18) months).  Such rights shall be ADP's
     exclusive remedies in the event of Events of Default described in the first
     sentence of this Section 14(e). In addition,  if the breach of Section 2(d)
     or 2(e) was not committed with the knowledge of any individual specified in
     the third sentence of this Section 14(e), but the breach subsequently comes
     to the attention of any such individual, Kronos shall be required to notify
     ADP in  writing  within  ten (10)  days  (which  notice  shall be deemed to
     constitute  the written notice of ADP as specified in the first sentence of
     this  Section  14(e)) and Kronos  shall  have an  opportunity  to cure such
     breach as specified in this Section 14(e), and if Kronos fails to cure such
     breach,  ADP shall  have the right to  Sublicense  the ADP T & A  Software,
     subject to the requirements in the third sentence of this Section 14(e).
(f)  Except as  provided  in the third  sentence of this  Section  14(f),  it is
     understood and agreed that with respect to a breach of Section 2(g) by ADP,
     ADP shall have one  hundred  twenty  (120) days  following  the  receipt of
     written  notice from Kronos of such breach to cure such breach,  subject to
     the following:  (i) during such cure period, ADP shall be required to cease
     any  sales/licenses,  services,  implementation  and  development  activity
     giving rise to such breach within thirty (30) days of ADP's receipt of such
     notice,  provided that  concerning the provision of ongoing  support to any
     installed  client base giving rise to such breach  after such 30 day period
     ADP shall be required, as soon as reasonably practicable, to:
a.       discontinue all service/support to such installed client base; or
b.       convert such installed base to ADP T & A Software and Hardware;
         provided  however,  that  after such  initial  30 day period  following
         notice,  if  ADP  is  unable  to  accomplish  such   discontinuance  or
         conversion,  ADP shall be required to pay Kronos all revenue derived by
         ADP from  such  installed  base  for the  support  giving  rise to such
         breach, at prices which are equivalent to the prices charged by ADP for
         a comparable  Kronos  product  support;  and (ii) any cure shall be the
         ceasing of all  activities  giving  rise to such breach  going  forward
         (which    shall    include,    but    not   be    limited    to,    the
         termination/cancellation  of any  contract/arrangement  giving  rise to
         such  breach)  and the  payment by ADP to Kronos of any actual  damages
         resulting  to Kronos  during the period of such  Section  2(g) breach ;
         provided  however,  that in the case of a bona fide dispute  concerning
         the amount of the actual damages owed, ADP shall immediately pay Kronos
         all actual  damages not in dispute and,  within  thirty (30) days after
         written  notice  from  Kronos  of the  amount of the  remaining  actual
         damages,  ADP shall  either pay such  damages or  commence  arbitration
         pursuant to Section 25(l) concerning such damages; and provided further
         that until the arbitrator  rules  concerning  such  remaining  disputed
         actual  damages,  ADP shall  not be deemed to have  failed to cure such
         breach solely because of its failure to pay such damages, but ADP shall
         not be relieved of any of its other obligations concerning cure. If ADP
         pays   Kronos  such  actual   damages   (whether   prior  to  or  after
         arbitration),  but ADP is  still  in  breach  of its  cure  obligations
         hereunder  and  therefore  required to pay the amount  specified in the
         third sentence of this Section 14(f), the amount of actual damages paid
         by ADP to Kronos shall be credited toward such amount  specified in the
         third sentence of this Section 14(f). If such breach was committed with
         the  knowledge  of  the  Chief  Executive  Officer  of  Automatic  Data
         Processing,  Inc.,  the  Chief  Financial  Officer  of  Automatic  Data
         Processing,  Inc.,  the  Chief  Operating  Officer  of  Automatic  Data
         Processing,  Inc., the President of Employer  Services--North  America,
         the President of the National Accounts Services Division, the President
         of the Major Accounts Division,  the National Account Services Division
         Senior  Vice  President,  Human  Resources  and  Payroll,  the  General
         Manager,  Time and Labor (Major Accounts) or the General Manager,  Time
         and Labor (National  Accounts),  or if ADP fails to cure such breach as
         required  herein,  Kronos  shall have the right to receive  from ADP an
         amount  equal  to  one   million,   five   hundred   thousand   dollars
         ($1,500,000), multiplied by the number of months (or fractions thereof)
         remaining in the term of this Restated Agreement, but in no event shall
         such number of months exceed eighteen (18). It is agreed and understood
         by the parties that Kronos shall have no obligation to supply ADP T & A
         Software  or  Hardware,  or  services,  and ADP shall have no rights to
         duplicate any ADP T & A Software in exchange for Kronos' receipt of the
         amount specified in the preceding  sentence.  After ADP has paid Kronos
         such amount,  the provisions of Section 2(g) (except for the last three
         sentences) and Sections 2(d) and 2(e) shall no longer be in effect, and
         either party may terminate this Restated Agreement, upon written notice
         to the other party.  In the event either party elects to terminate this
         Restated  Agreement,  the  provisions of Section 14(d) shall apply.  In
         addition,  if the breach of  Section  2(g) was not  committed  with the
         knowledge of any  individual  specified  in the third  sentence of this
         Section 14(f),  but the breach  subsequently  comes to the attention of
         any such individual,  ADP shall be required to notify Kronos in writing
         within ten (10) days (which  notice shall be deemed to  constitute  the
         written  notice  of Kronos  specified  in the  first  sentence  of this
         Section 14(f)) and ADP shall have an opportunity to cure such breach as
         specified in this Section 14(f),  and if ADP fails to cure such breach,
         Kronos shall have a right to receive  from ADP the amount  specified in
         the third sentence of this Section 14(f).
(g)  The  remedies  described  in  Sections  14(e) and  14(f) for the  Events of
     Default  described  in each such  section  shall be the sole and  exclusive
     remedy for such Events of Defaults.  All other remedies provided to ADP and
     Kronos for Events of  Defaults  other than under  Sections  14(e) and 14(f)
     herein  shall  not be  deemed  exclusive  but  shall be  cumulative  and in
     addition to all other remedies  provided by law or in equity.  Both parties
     hereto acknowledge that the performance of their obligations  hereunder and
     the rights granted  hereunder are of a unique  character which gives them a
     special  value,  the loss of which  may not be  adequately  compensated  in
     damages in an action at law,  that a breach of this  Restated  Agreement by
     either party may cause the other party irreparable  injury and,  therefore,
     that  either  party may be entitled to  injunctive  relief to prevent  such
     injury.
(h)      Except as  otherwise  expressly  provided in this  Restated  Agreement,
         termination  of this  Restated  Agreement  shall in no way  impair  the
         rights or  obligations of the parties hereto under the last sentence of
         Section 2(m) (but such last sentence shall not apply if the termination
         is on account of an Event of Default by ADP), Sections 6, 7(c), 12, 14,
         14A,  14B,  17, 18, 22 and  Section 2 of Exhibit  F-2 of this  Restated
         Agreement and such provisions shall survive any such termination.
(i)  Notwithstanding  anything  to  the  contrary  contained  in  this  Restated
     Agreement,  it is  hereby  expressly  agreed  that upon the  expiration  or
     termination  of this  Restated  Agreement for any reason  whatsoever,  such
     expiration  or  termination  shall not terminate or diminish in any way the
     right of those  Sublicensees  then using the Hardware or ADP T & A Software
     or any part thereof under Sublicenses validly issued during the term of the
     Restated Agreement to continue to use the Hardware or ADP T & A Software or
     any part thereof.  If this  Restated  Agreement is terminated by Kronos for
     any reason other than ADP's  default,  ADP shall have the right to continue
     to fulfill the terms of any outstanding  agreements  and/or proposals which
     are in effect prior to the effective date of any such termination.

14A.  Modifications by ADP.
         If ADP modifies the ADP T & A Software,  the Hardware or the Materials,
         ADP  shall be  solely  responsible  for such  modifications  and to the
         extent  such  modifications  impair  Kronos'  ability  to  perform  its
         obligations under this Restated Agreement, ADP agrees that Kronos shall
         be released from such obligations to the same extent.
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

14B.  Limitation Of Liability And Indemnification.
         EXCEPT AS PROVIDED IN SECTIONS 17 AND SECTION 14(e),  IN NO EVENT SHALL
         KRONOS OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE
         TO ADP OR  ITS  SUBSIDIARIES,  AFFILIATES  OR ANY OF  THEIR  RESPECTIVE
         OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS FOR LOST DATA, LOST PROFITS OR
         LOST  REVENUES OR ANY SPECIAL,  CONSEQUENTIAL,  PUNITIVE OR  INCIDENTAL
         DAMAGES OF ANY KIND WHATSOEVER ARISING FROM KRONOS' TECHNOLOGY, LICENSE
         OR SALE OF PRODUCTS OR SERVICES OR  OTHERWISE  IN  CONNECTION  WITH THE
         ORIGINAL AGREEMENT OR IN CONNECTION WITH THIS RESTATED AGREEMENT OR ANY
         OF THE ACTIVITIES THEREUNDER OR HEREUNDER. IN NO EVENT WHATSOEVER SHALL
         KRONOS'  LIABILITY  UNDER THIS  RESTATED  AGREEMENT OR FROM ANY AND ALL
         CAUSES OR OTHERWISE  EXCEED IN GENERAL MONEY DAMAGES A TOTAL CUMULATIVE
         MAXIMUM  AMOUNT  OF  ****************************  *****  ******  *****
         ******;     PROVIDED    HOWEVER,     THAT    IN    THE    EVENT    THAT
         ******************************************** ***** ****** *****
         ****** ***** ****** *************************    *******************,
         ***************
         **************** *************** ************ ***************
         **************** ***************
         ************  SUBJECT TO THE  PROVISIONS  OF SECTION  17(a),  INCLUDING
         ADP'S COMPLIANCE WITH SECTION 17(a); AND PROVIDED FURTHER,  THAT IN THE
         EVENT SUCH  AMOUNTS  ACTUALLY  PAID ARE LESS THAN THE  ********  DOLLAR
         LIMITATION  SPECIFIED IN SECTION 17(b),  KRONOS AGREES TO BE SUBJECT TO
         SUCH ******** DOLLAR  LIMITATION,  SUBJECT TO THE PROVISIONS OF SECTION
         17 (b),  INCLUDING  ADP'S  COMPLIANCE  WITH SECTION 17(b).  IN NO EVENT
         WHATSOEVER SHALL KRONOS' LIABILITY UNDER THE ORIGINAL AGREEMENT OR FROM
         ANY AND ALL CAUSES OR OTHERWISE EXCEED IN GENERAL MONEY DAMAGES A TOTAL
         CUMULATIVE MAXIMUM AMOUNT OF ************  ****** ****** ****** *******
         ****** ***** ***** **** ********* ******* ******
         ****** **** ***** **** ****** ***** ****** ******* ****** ********
         ***** ***** ****** *******
         *********************;  PROVIDED  HOWEVER,  THAT IN THE EVENT THAT SUCH
         AMOUNTS  ACTUALLY  PAID ARE LESS THAN THE  ********  DOLLAR  LIMITATION
         ******** DOLLAR LIMITATION, SUBJECT TO THE PROVISIONS OF SECTION 17(a),
         INCLUDING ADP'S  COMPLIANCE WITH SECTION 17(a);  AND PROVIDED  FURTHER,
         THAT IN THE EVENT SUCH AMOUNTS ACTUALLY PAID ARE LESS THAN THE ********
         DOLLAR  LIMITATION  SPECIFIED  IN SECTION  17(b),  KRONOS  AGREES TO BE
         SUBJECT TO SUCH ******** DOLLAR  LIMITATION,  SUBJECT TO THE PROVISIONS
         OF SECTION 17(b),  INCLUDING ADP'S  COMPLIANCE WITH SECTION 17(b).  THE
         EXISTENCE  OF MORE THAN ONE CLAIM OR SUIT  WILL NOT  ENLARGE  OR EXTEND
         THESE LIMITS.  THE LIMITATIONS IN THIS SECTION SHALL BE THE FULL EXTENT
         OF KRONOS'  LIABILITY  UNDER THIS  RESTATED  AGREEMENT AND THE ORIGINAL
         AGREEMENT  WHETHER THE ACTION OR ACTIONS  AGAINST KRONOS ARE BROUGHT BY
         REASON OF ANY  BREACH OF ANY  REPRESENTATION  OR  WARRANTY  UNDER  THIS
         RESTATED  AGREEMENT  OR THE  ORIGINAL  AGREEMENT OR ANY OTHER BREACH OF
         THIS  RESTATED  AGREEMENT  OR THE  ORIGINAL  AGREEMENT  OR BY REASON OF
         NEGLIGENCE, STRICT LIABILITY OR ANY OTHER TORT OR CAUSE OF ACTION.

15.      Additional Agreements.
(a)      ADP may  provide ADP T & A Software to any  Sublicensee  provided  such
         Sublicensee shall pay on a recurring billing basis rather than on a one
         time basis.
(b)      ADP  may  Sublicense,  but not  sell,  the  ADP T & A  Software  to ADP
         Clients. ADP may, however, sell the Hardware to ADP Clients, subject to
         the  restrictions  specified in this  Restated  Agreement.  The parties
         recognize and agree that Kronos  suggests that ADP not Sublicense ADP T
         & A Software or sell Hardware at prices constituting  predatory pricing
         practices under applicable federal antitrust laws.
(c)  Kronos  shall not reveal the names or addresses of any ADP Clients or other
     authorized  customer  of ADP under  this  Restated  Agreement  to any local
     Kronos  office,  except as required to perform its  responsibilities  under
     this  Restated  Agreement  and  provided  that  Kronos  complies  with  the
     requirements of Section 18 in connection with any such disclosure.  Neither
     party may  provide  the  customer  lists of the  other to any third  party,
     except as required by Kronos to perform  its  maintenance  responsibilities
     under this Restated  Agreement  and provided that Kronos  complies with the
     requirements of Section 18 in connection  with any third party  disclosure.
     It is understood and agreed that the confidentiality  provisions of Kronos'
     agreements  with its dealers shall satisfy the obligation  under Section 18
     to obtain signed confidentiality agreements.

16.      Representations, Warranties and Covenants of Kronos.
         Kronos represents, warrants and covenants that:
(a)  Kronos  has,  and will have at all times  during the term of this  Restated
     Agreement,  the right to enter into this Restated  Agreement,  and abide by
     its terms, and no other person or entity shall have any rights to interfere
     with or prohibit the activities under this Restated Agreement, in each case
     other than as covered  under  Section  17(a),  and if covered under Section
     17(a),  ADP'S SOLE  REMEDY FOR BREACH OF ANY  REPRESENTATION,  WARRANTY  OR
     COVENANT CONTAINED IN THIS SECTION 16(a) SHALL BE PURSUANT TO SECTION 17(a)
     AND SHALL BE SUBJECT  TO THE  DAMAGE  LIMITATION  THEREIN.  The  individual
     signing this  Restated  Agreement on behalf of Kronos has the  authority to
     sign on behalf of Kronos Affiliates and Subsidiaries,  as well as on behalf
     of Kronos.
(b)  Neither the rights  granted to ADP  hereunder  nor the exercise of any such
     rights will  infringe  upon or  conflict  with any rights held by any third
     party under any copyright,  patent,  trademark or other proprietary  right;
     provided that Kronos makes no representation with respect to the Total Time
     service  mark or the ADP  service  mark or  trademark.  The  Hardware to be
     furnished  pursuant to this Restated Agreement will be free from any claims
     of  infringement  of any United  States  patent,  copyright,  trademark  or
     proprietary  right.  IT IS UNDERSTOOD AND AGREED THAT ADP'S SOLE REMEDY FOR
     BREACH  OF ANY  REPRESENTATION,  WARRANTY  OR  COVENANT  CONTAINED  IN THIS
     SECTION  16(b) SHALL BE  PURSUANT TO SECTION  17(a) AND SHALL BE SUBJECT TO
     THE DAMAGE LIMITATION THEREIN.
(c)      Kronos will have good and  marketable  title to the Hardware,  free and
         clear of all liens, claims,  encumbrances and security interests of any
         kind  whatsoever,  in each case,  other than as covered  under  Section
         17(a), and if covered under Section 17(a), ADP's SOLE REMEDY FOR BREACH
         OF ANY  REPRESENTATION,  WARRANTY OR COVENANT CONTAINED IN THIS SECTION
         16(c) SHALL BE  PURSUANT  TO SECTION  17(a) AND SHALL BE SUBJECT TO THE
         DAMAGE LIMITATION THEREIN.
(d)  The ADP-ized TKC Software  will perform in accordance  with the  applicable
     published  user  guides for the  comparable  (as to  version  and type) TKC
     Software, as modified in accordance with Section 4(c). The ADP WFC Software
     will perform in accordance with the applicable  Kronos  electronic  on-line
     documentation  for the  comparable  (as to version and type) WFC  Software,
     and,  upon  completion of the  ADP-ization  of WFC Software as described in
     Section 4(n), as modified in accordance with such Section. These warranties
     shall not apply in the following  circumstances:  (i) accident,  neglect or
     misuse; (ii) alterations other than in accordance with Kronos' installation
     procedures;   and  (iii)   failure  to  provide  and  maintain  a  suitable
     installation environment, including, but not limited to, failure to provide
     adequate electrical power, air conditioning or humidity control. ADP's SOLE
     REMEDY,  AND THE SOLE LIABILITY OF KRONOS, FOR ANY BREACH BY KRONOS OF THIS
     SECTION  16(d)  SHALL BE  PURSUANT  TO SECTION  4(a) FOR THE  ADP-IZED  TKC
     SOFTWARE  AND  PURSUANT TO SECTION  4(i) FOR THE WFC  SOFTWARE  AND ADP WFC
     SOFTWARE.
(e)      Kronos agrees to obtain  Underwriters  Laboratory ("UL")  certification
         for the Hardware and to provide ADP with evidence of such approval when
         granted.  The Hardware  shall comply with all government and regulatory
         requirements  such as FCC and CSA. If and when  changes are required to
         be made to any  Hardware  in order to  obtain  UL  certification  or to
         comply with other standards,  Kronos agrees to make all changes to such
         Hardware at Kronos' factory at no charge to ADP and to pay all expenses
         associated  with the  retrofitting  of all such  changes to  previously
         delivered Hardware at no charge to ADP.
         EXCEPT FOR THE WARRANTIES SET FORTH IN THIS RESTATED AGREEMENT,  KRONOS
         DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE TKC SOFTWARE, THE ADP-IZED
         TKC SOFTWARE, LITE SOFTWARE,  ADP-IZED LITE SOFTWARE, WFC SOFTWARE, AND
         ADP WFC SOFTWARE,  INCLUDING ALL IMPLIED  WARRANTIES OF MERCHANTABILITY
         AND FITNESS FOR A PARTICULAR PURPOSE.

16A.  Representations, Warranties and Covenants of ADP.
         ADP  represents,  warrants and covenants that ADP has, and will have at
         all times  during  the term of this  Restated  Agreement,  the right to
         enter into this  Restated  Agreement,  and abide by its  terms,  and no
         other  person or entity  shall  have any  rights to  interfere  with or
         prohibit the  activities  under this Restated  Agreement,  and that the
         individual  signing  this  Restated  Agreement on behalf of ADP has the
         authority to sign on behalf of ADP Affiliates and Subsidiaries, as well
         as on behalf of ADP.
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

17.      Patent, Trademark, Copyright and Proprietary Rights Indemnification.
(a)  Kronos agrees to defend ADP and its  Sublicensees,  at Kronos' own cost and
     expense,  against any claim,  suit or  proceeding  in  connection  with any
     allegation  that  the  Hardware  or the ADP T & A  Software  or any part of
     either  thereof (or the Materials)  infringes  upon or interferes  with any
     patent,  trademark,  copyright or other proprietary right of a third party.
     However,  Kronos  shall have no liability  or  obligation  pursuant to this
     Section 17(a) to the extent such  allegation is based on  modifications  or
     enhancements  made by ADP (or by a  third  party  or by  Kronos,  at  ADP's
     request or direction). Kronos will pay damages assessed against ADP and its
     Sublicensees   (whether  by  court  award  or  by  settlement)   which  are
     attributable  to any such claim,  but only on the condition that (i) Kronos
     is promptly  notified in writing of any claim of infringement and furnished
     with all papers received in connection therewith and (ii) Kronos shall have
     sole direction and control of any  negotiations or of any suit which may be
     brought  and ADP shall  assist  Kronos in any  reasonable  way  required by
     Kronos in its defense, and (iii) ADP takes all reasonable steps to mitigate
     any potential damages which may result from such claim, suit or proceeding.
     If ADP's or a  Sublicensee's  use of the Hardware or the ADP T & A Software
     or any part of either thereof shall be prevented by an injunction  based on
     an alleged infringement,  Kronos shall have the right to substitute for the
     infringing Hardware or ADP T & A Software or part of either thereof another
     suitable product  substantially  equivalent in performance,  or, at Kronos'
     option,  obtain for ADP and its  Sublicensees the right to continue the use
     of the  ADP T & A  Software  or  part  thereof.  KRONOS'  AGGREGATE  DOLLAR
     OBLIGATION  FOR ALL CLAIMS,  SUITS OR  PROCEEDINGS  INDEMNIFIED  UNDER THIS
     SECTION 17(a),  INCLUDING  EXPENSES FOR DEFENSE AND COSTS, SHALL BE LIMITED
     TO ******** DOLLARS,  NOTWITHSTANDING  ANY OTHER PROVISION OF THIS RESTATED
     AGREEMENT.
(b)  Kronos  further  agrees to defend  ADP,  at Kronos'  own cost and  expense,
     against any claim,  suit or proceeding in  connection  with any  allegation
     that the Hardware sold to a  Sublicensee  with the ADP-ized TKC Software or
     ADP-ized  Lite  Software,  or the ADP-ized  TKC  Software or ADP-ized  Lite
     Software  or any part of either  thereof  caused or  causes  damages  to be
     incurred by a Sublicensee  and/or another  third-party;  provided  however,
     that this agreement is subject to ADP's having sublicensed the ADP-ized TKC
     Software  or  ADP-ized  Lite  Software,  as  applicable,  under  provisions
     substantially equivalent to those in Annex I. However, Kronos shall have no
     liability or  obligation  pursuant to this Section 17(b) to the extent that
     such  allegation  is based on or  damage  is  caused  by  modifications  or
     enhancements  made by ADP or its Sublicensees (or by another third party or
     Kronos at ADP's request or direction)  or  installations  not in accordance
     with  Kronos'  installation  procedures.  Kronos will pay damages  assessed
     against  ADP  (whether  by  court  award  or  by   settlement)   which  are
     attributable  to any such claim,  but only on the condition that (i) Kronos
     is promptly  notified in writing of any such claim,  suit or proceeding and
     furnished with all papers received in connection  therewith and (ii) Kronos
     shall have sole  direction and control of any  negotiations  or of any suit
     which may be brought  and ADP shall  assist  Kronos in any  reasonable  way
     required by Kronos in its defense, and (iii) ADP takes all reasonable steps
     to mitigate any potential damages which may result from such claim, suit or
     proceeding.  KRONOS' AGGREGATE DOLLAR  OBLIGATION FOR ALL CLAIMS,  SUITS OR
     PROCEEDINGS  INDEMNIFIED UNDER THIS SECTION 17(b),  INCLUDING  EXPENSES FOR
     DEFENSE AND COSTS,  SHALL BE LIMITED TO ********  DOLLARS,  NOTWITHSTANDING
     ANY OTHER PROVISION OF THIS RESTATED AGREEMENT.

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

(c)  ADP agrees to defend  Kronos,  at ADP's own cost and  expense,  against any
     claim,  suit or  proceeding  in  connection  with any  allegation  that the
     Hardware or the ADP T & A Software or any part of either  infringes upon or
     interferes with any patent, trademark, copyright or other proprietary right
     of a third  party to the  extent  that the  Hardware  or ADP T & A Software
     incorporates any modifications,  enhancements,  functions or features which
     are  made by ADP  (or by a third  party  or  Kronos  at  ADP's  request  or
     direction)   and  such  claim,   suit  or  proceeding   results  from  such
     modifications,  enhancements,  functions or features.  ADP will pay damages
     assessed   against  Kronos  (whether  by  court  award  or  by  settlement)
     attributable  to any such claim,  but only on the condition that (i) ADP is
     promptly  notified in writing of any claim of  infringement  and  furnished
     with all papers  received in  connection  therewith and (ii) ADP shall have
     sole direction and control of any  negotiations or of any suit which may be
     brought and Kronos shall assist ADP in any  reasonable  way required by ADP
     in its  defense,  and  (iii)  Kronos  shall  take all  reasonable  steps to
     mitigate any damages which may result from such suit,  claim or proceeding.
     To the extent that Kronos has reason to believe or suspect that any present
     or proposed modification,  enhancement, function or feature made by ADP (or
     by Kronos  or a third  party at ADP's  request  or  direction)  may or will
     infringe upon or interfere with any patent,  copyright,  trademark or other
     proprietary  right of a third-party,  Kronos will  immediately  notify ADP.
     ADP's  AGGREGATE  DOLLAR  OBLIGATION FOR ALL CLAIMS,  SUITS AND PROCEEDINGS
     INDEMNIFIED  UNDER THIS SECTION 17(c),  INCLUDING  EXPENSES FOR DEFENSE AND
     COSTS, SHALL BE LIMITED TO ******** DOLLARS.
(d)  ADP further agrees to defend Kronos, at ADP's own cost and expense, against
     any claim,  suit or proceeding in connection  with any allegation  that the
     Hardware sold to a  Sublicensee  with the ADP-ized TKC Software or ADP-ized
     Lite  Software,  or the ADP-ized TKC Software or ADP-ized  Lite Software or
     any part of either  thereof  caused or causes  damages to be  incurred by a
     Sublicensee and/or another  third-party to the extent that such Hardware or
     ADP T&A Software incorporates any modifications, enhancements, functions or
     features  which  are made by ADP (or by a  third-party  or  Kronos at ADP's
     request or direction) and such claim, suit and proceeding results from such
     modifications,  enhancements,  functions or features.  ADP will pay damages
     assessed against Kronos (whether by court award or by settlement) which are
     attributable  to any such claim,  but only on the condition that (i) ADP is
     promptly notified in writing of any claim, suit or proceeding and furnished
     with all papers  received in  connection  therewith and (ii) ADP shall have
     sole direction and control of any  negotiations or of any suit which may be
     brought and Kronos shall assist ADP in any  reasonable  way required by ADP
     in its  defense,  and  (iii)  Kronos  shall  take all  reasonable  steps to
     mitigate any damages which may result from such suit,  claim or proceeding.
     ADP'S  AGGREGATE  DOLLAR  OBLIGATION FOR ALL CLAIMS,  SUITS AND PROCEEDINGS
     INDEMNIFIED  UNDER THIS SECTION 17(d),  INCLUDING  EXPENSES FOR DEFENSE AND
     COSTS, SHALL BE LIMITED TO ******** DOLLARS.

18.      Confidentiality.
(a)  ADP  and  Kronos  recognize  that,  in the  performance  of  this  Restated
     Agreement,  employees of ADP and Kronos may learn of or be exposed to trade
     secrets or other confidential  information (including,  without limitation,
     any  information  concerning the business,  operations or clients of ADP or
     Kronos which are the property of ADP or Kronos, respectively).  In order to
     provide the unrestricted basis of communication required for the successful
     and  expeditious  performance  of this Restated  Agreement,  Kronos and ADP
     agree that they will take all  reasonable  efforts  to  prevent  such trade
     secrets or other  confidential  information from being used for any purpose
     other than in  connection  with this  Restated  Agreement and from becoming
     known to anyone except bona fide employees  only on a  need-to-know  basis,
     and such employees will be cautioned that such information is confidential.
     In  addition,  Kronos and ADP each agree to obtain  signed  confidentiality
     agreements  from any third  parties  hired or  otherwise  engaged  by it in
     connection  with this Restated  Agreement  prior to allowing  access to any
     such  information  and to  deliver  copies  of the same to the  other  upon
     request.  Each party will cause its employees to be bound by the obligation
     of confidentiality  contained herein. Unless and until any such information
     is (i) in or becomes part of the public  domain other than by disclosure by
     Kronos or ADP in violation of this Restated  Agreement,  (ii)  demonstrably
     known to Kronos or ADP previously,  (iii) independently developed by Kronos
     or ADP outside of this Restated  Agreement or (iv)  rightfully  obtained by
     Kronos or ADP from third parties,  Kronos and ADP shall use the same degree
     of care in the handling of such  information  as they would use with regard
     to  their  own  proprietary  and/or  confidential  information  in order to
     prevent the disclosure thereof.
(b)      ADP  and  Kronos  shall  each  return  to the  other  any  confidential
         information  obtained from the other or provide proof of destruction of
         such confidential information upon the expiration or sooner termination
         of this Restated Agreement or upon request by the other party.

19.      Force Majeure.
         With  respect to Hardware or  Software,  Kronos shall not be liable for
         any loss,  damage or penalty  for delay in  delivery  or for failure to
         give  notice of delay  when  such  delay is due to  causes  beyond  the
         reasonable  control  of  Kronos;   provided,   however,   that  if  ADP
         demonstrates  to Kronos  that ADP has thereby  lost an order,  then ADP
         may, upon written notice to Kronos cancel such order without any charge
         therefor.  The time for  performance  hereunder  shall be extended by a
         period of time equal to the time lost because of any such delay.

20.      Use of Name.
(a)      To permit  Hardware to be used with  ADP-ized TKC Software and ADP-ized
         Lite Software  only,  Kronos hereby agrees to replace  external  Kronos
         markings or other insignia,  except serial numbers,  patent notices and
         safety agency approval plates, which are affixed to Hardware with ADP's
         markings or other markings designed by ADP for such purpose,  except as
         provided in Exhibit B-2.
(b)      Kronos hereby  authorizes  ADP  representatives  to make use of Kronos'
         name, trademark or trade name in connection with marketing ADP T & A to
         ADP Clients,  prospective ADP Clients,  and other authorized  customers
         and/or  prospective  authorized  customers  of ADP under this  Restated
         Agreement;  provided  however,  that  no such  use  will be made in any
         written materials,  distributed  outside of ADP without Kronos' written
         approval and any such use will be in proper legal form.
(c)      Subject to Section  25(h),  each party  expressly  prohibits  the other
         party  from  any  direct  or  indirect  use,  reference  to,  or  other
         employment  of its  name,  trademarks  or trade  names or of any  name,
         trademark or trade name exclusively  licensed to such party,  except as
         specified in this  Restated  Agreement or as  expressly  authorized  in
         writing.
21.       Relationship of the Parties.
(a)      The parties  acknowledge that the  relationship  between Kronos and ADP
         shall be construed  solely as that of licensor and licensee in the case
         of Software and vendor and vendee in the case of Hardware.  The parties
         further  acknowledge  that any and all  rights  not  expressly  granted
         pursuant to this  Restated  Agreement  are  reserved to the  respective
         party and that neither  party shall have any right,  power or authority
         to in any way obligate the other to any contract, term or condition not
         set forth herein.
(b)      The parties hereto acknowledge that both parties hereto are independent
         contractors.  Neither  party  shall in any way  represent  itself  as a
         partner,  joint-venturer,  agent, employee or general representative of
         the other party.

22.      Restrictions Applicable to TRM
         In addition to other provisions of this Restated  Agreement  applicable
         to TRM and TRM Software, the following shall apply:
(a)  ADP's sales force shall be permitted to sell TRM  Software,  subject to the
     following  restrictions:  (such  restrictions  to  remain  in  effect  from
     September  30,  1999  through  April  1,  2001):  (i) a total  of only  300
     salespeople  derived  from the ADP sales  force  dedicated  to  selling  to
     clients and prospects  employing between 100 and 1000 employees (the "Major
     Account Sales Force") and/or derived from the ADP sales force  dedicated to
     selling to clients and prospects  employing  under 100 employees  (the "EBS
     Sales Force") shall be permitted to sell TRM Software and the  accompanying
     hardware and/or  services;  and (ii) such 300 ADP salespeople  derived from
     the Major Account Sales Force and the EBS Sales Force shall be permitted to
     sell TRM Software,  accompanying  hardware or Hardware and/or services only
     to  clients  or  prospects  within  the  hotel  industry  having a SIC code
     beginning  with  "70" as the  first  two  digits;  and  (iii) ADP shall not
     provide  or permit  compensation/credit  (including,  but not  limited  to,
     commissions  and/or  roll call or quota  credit) to any member of the Major
     Account Sales Force or the EBS Sales Force,  other than the 300 salespeople
     described in subpart (i), for generating a sales lead or sales referral for
     TRM Software,  accompanying hardware or Hardware and/or services;  provided
     however,  that ADP's breach of its  obligations  under this  subpart  (iii)
     shall  not be deemed  material  unless  such  breach  occurs  more than one
     hundred  times  prior to the  termination  of this  Section;  and  provided
     further that the  foregoing  restrictions  on the Major Account Sales Force
     and the EBS Sales  Force shall not apply to  sales/sublicensing  of the TRM
     Software to End-Users in Puerto Rico and the Caribbean. Except as specified
     above in this Section and in Section  2(g),  the Major  Account Sales Force
     and EBS Sales Force shall not be permitted to sell (i.e., shall not receive
     training or receive any payment for  selling)  any Time and  Attendance  or
     Scheduling  software,   hardware  or  services,  other  than  ADP-ized  TKC
     Software,  ADP-ized  Lite  Software,  ADP WFC  Software,  and  Hardware and
     related  services.  The ADP sales force dedicated to selling to clients and
     prospects  employing  over 1000  employees  (the  "National  Account  Sales
     Force")  and  the ADP  Sales  force  dedicated  in the  case  of  time  and
     attendance and scheduling  products,  to selling TRM and ADP T & A Software
     and Hardware which is now a part of the National Account Sales Force,  (but
     who may sell to clients and prospects  employing fewer than 1000 employees)
     shall not be subject to the restrictions stated in this Section.
(b)  Notwithstanding  anything to the contrary in this  Restated  Agreement  any
     individual,   whether  an  ADP  employee  or  contractor,  working  on  the
     engineering of the TRM product/technology shall be strictly prohibited from
     having  any  access  to  the  Kronos  Source  Code  and  any  other  Kronos
     confidential  information  (as defined in Section 18) and ADP shall not use
     the  Kronos  Source  Code in any way  with or for the TRM  product(s).  Any
     employee or consultant working on the engineering of ADP-ized TKC Software,
     ADP-ized  Lite  Software,   ADP  WFC  Software,  or  Hardware,   cannot  be
     transferred   to  work  on  any  TRM   product/technology.   In   addition,
     notwithstanding  anything to the contrary in this  Restated  Agreement  any
     individual,   whether  an  ADP  employee  or  contractor,  working  on  the
     development  of the TRM  product/technology  shall be  strictly  prohibited
     from:  (i) having any access to the Kronos  Source  Code,  and (ii)  having
     access to any other Kronos confidential  information (as defined in Section
     18); provided however,  that the following  individuals may be given access
     to Kronos  confidential  information only to the extent required to perform
     their  responsibilities  in  connection  with  ADP's  performance  of  this
     Restated  Agreement:  (a)  marketing/product  management  individuals;  (b)
     individuals  developing  an  interface  from a Kronos or TRM  product to an
     internally developed ADP module or to third party hardware or software; (c)
     individuals  installing  and/or  providing  service  support  for  ADP  WFC
     Software;  and (d) one  individual who has  management  responsibility  for
     development  of  both  TRM  product/technology  and ADP T & A  Software  or
     Hardware. ADP shall not use the confidential information in any way with or
     for  the  TRM  product(s).  Any  employee  or  consultant  working  on  the
     development  of ADP T & A Software or Hardware,  cannot be  transferred  to
     work on any TRM product/technology (with the exception of marketing/product
     management  individuals,  individuals developing an interface from a Kronos
     or TRM  product to an  internally  developed  ADP module or to third  party
     hardware or software and individuals  installing  and/or providing  service
     support for ADP WFC  Software).  Kronos  reserves  the right to audit ADP's
     compliance with this paragraph.
(c)  Notwithstanding  Section 2(g) of this Restated Agreement,  Kronos agrees to
     permit ADP to maintain its arrangement with Global Management  Technologies
     (GMT),  which  arrangement will work as follows.  ADP shall be permitted to
     refer orders to GMT for a scheduling  software product to be used only with
     TRM Software. GMT will provide such scheduling software product directly to
     ADP's TRM  Software  customer.  GMT will also  provide  implementation  and
     ongoing support for such scheduling product;  provided however, that in the
     case  of  Hilton  and  Starwood,   ADP  shall   perform  the   installation
     implementation  and ongoing support.  GMT may pay ADP a commission equal to
     ten percent (10%) of the retail value of the scheduling  product (including
     software,  installation  and training fees) for each referral which results
     in a sale/license by GMT to ADP's TRM Software customer.

23.      ADP WFC Software Pilot
         The parties agree that they began  participating in a Pilot program for
         ADP WFC Software upon the signing of this  Restated  Agreement and such
         Pilot shall run until July 1, 2001. The Pilot shall  initially  include
         only base WFC Software,  Workforce Accruals, Workforce Web and will use
         400 Hardware.  ADP can request that additional  modules be added during
         the Pilot,  and the parties agree to add such  additional  modules,  if
         mutually  agreed in writing.  During the Pilot,  ADP will make diligent
         efforts to market the ADP WFC Software  and  associated  Hardware,  and
         Kronos will assist ADP in such ADP WFC Software  implementations,  such
         assistance  to be provided at agreed upon rates.  In  addition,  Kronos
         will provide ADP with certain  information  concerning its WFC Software
         (which shall be deemed  confidential  under Section 18 of this Restated
         Agreement)  and shall provide  training to ADP concerning WFC Software,
         the content  and  pricing  for which  shall be  mutually  agreed by the
         parties.

24.      Additional Provisions Applicable to Lite Software and
         ADP-ized Lite Software
         Notwithstanding  any  provisions  to  the  contrary  in  this  Restated
         Agreement, the following provisions apply to Lite Software and ADP-ized
         Lite Software:  (a) ADP shall have the right to Sublicense the ADP-ized
         Lite Software:  (i) only to any person or entity which has 120 or fewer
         employees using the ADP-ized Lite Software at any individual  location;
         and (ii) only to any  person  using the  ADP-ized  Lite  Software  with
         Hardware  which is a 150 or 154, or using such Software  independent of
         any hardware,  (not including  Devices) unless Kronos has given ADP its
         written consent to Sublicense such Software on different Hardware for a
         particular  person or entity.  In  addition,  Kronos  grants to ADP the
         right to combine the ADP-ized Lite Software with Devices (as defined in
         this Restated Agreement),  and Kronos shall waive the $25.00 fees which
         would  otherwise  apply to such  combinations.  In the  event  that ADP
         desires to combine the ADP-ized Lite Software with any data  collection
         equipment  other than  Hardware  which is a 150,  154 or a Device,  ADP
         shall be required to obtain  Kronos'  prior written  consent;  provided
         that if such equipment,  which is non-Kronos data collection  equipment
         is  materially  different  from,  and not  competitive  with,  any data
         collection equipment then being sold by Kronos, ADP shall first request
         that Kronos develop equipment equivalent to such non-Kronos  equipment;
         if  Kronos  declines  to  develop  such  equipment,  Kronos  shall  not
         unreasonably  withhold its consent for ADP to combine the ADP-ized Lite
         Software with the desired non-Kronos data collection equipment.

25.      Miscellaneous.
(a)      This  Restated   Agreement  and  the  Exhibits   attached   hereto  and
         incorporated  herein  contain the entire  agreement of the parties with
         respect to its subject  matter and supersede  all existing  agreements,
         including the Original Agreement,  and all other oral, written or other
         communications  between them concerning its subject matter,  including,
         without limitation,  any summaries of terms and conditions hereof. This
         Restated Agreement shall not be modified in any way except by a writing
         signed by authorized representatives of both parties.
(b)  This Restated  Agreement  shall be binding upon and inure to the benefit of
     ADP and Kronos and their respective  successors and permitted assigns. This
     Restated Agreement,  and the rights and obligations  conveyed hereby, shall
     not be assigned or otherwise transferred, voluntarily, by operation of law,
     or otherwise by either party without the prior written consent of the other
     party,  and any attempt to assign any rights,  duties or obligations  which
     arise under this Restated  Agreement  without such consent will be void. In
     the  event of a  "Change  of  Control"  of one  party,  as  defined  in the
     following sentence, the other party shall have the option to terminate this
     Restated Agreement by providing written notice to the party affected by the
     Change of Control,  within thirty (30) days of the event causing the Change
     of  Control.  "Change  of  Control"  shall  mean:  (i) the  acquisition  of
     "beneficial ownership" (as defined in Rule 13d-3 of the Securities Exchange
     Act of 1934) of securities  representing 50% or more of the combined voting
     power of a  company's  then  outstanding  securities  by any  "person"  (as
     defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934;
     (ii)  the  complete  liquidation  of a  company;  (iii)  the sale of all or
     substantially  all of  the  assets  of a  company;  or  (iv)  a  merger  or
     consolidation  which  would  result in the voting  securities  of a company
     outstanding immediately prior thereto continuing to represent less than 50%
     of the combined  voting power of that company or the surviving or acquiring
     entity outstanding  immediately after such merger or consolidation.  In the
     event of a Change of Control of Kronos,  the surviving or acquiring  entity
     shall  be  required  to  offer  to ADP  all  hardware  and  software  being
     marketed/licensed  by Kronos at the time of the  Change  in  Control  (e.g.
     AS/400 product line,  ShopTrac(R))  with pricing at discounts  equal to the
     discounts  applicable to ADP WFC Software and Hardware  under this Restated
     Agreement.
(c)      If any  provision  of  this  Restated  Agreement  shall  be  held to be
         invalid,   illegal  or   unenforceable,   the  validity,   legality  or
         enforceability of the remainder of this Restated Agreement shall not in
         any way be affected or impaired thereby.
(d)      This Restated  Agreement  shall be governed in all respects by the laws
         of the State of New  Jersey  without  giving  effect to  principles  of
         conflicts of law.
(e)      All notices, requests, demands and other communications provided for by
         this Restated Agreement shall be in writing and shall be deemed to have
         been given (i) on the date delivered, if by personal delivery, (ii) one
         day after being sent by overnight courier service,  or (iii) three days
         after being mailed,  by certified or registered  mail,  return  receipt
         requested,  in any United  States post office or box  addressed  to the
         address of the parties stated below or to such changed  address as such
         party may have fixed by written notice:

         If to Kronos:
                  297 Billerica Road
                  Chelmsford, MA  01824
                  Attention:  President, Chief Operating Officer
                          with a copy to the General Counsel at the same address

         If to ADP:
                  ADP, Inc.
                  One ADP Boulevard
                  Roseland, New Jersey 07068
                  Attention: President, Employer Services Group

                  with a copy to the General Counsel at the same address


         provided, however, that any notice of change of address shall be
         effective only upon receipt.
(f)      A waiver of any Event of Default under this Restated Agreement shall
         not be a waiver of any other
         or  subsequent  Event of Default.  Failure or delay by either  party to
         enforce  compliance  with any  terms  or  conditions  of this  Restated
         Agreement shall not constitute a waiver of such terms or conditions.
(g)      The persons  executing this Restated  Agreement on behalf of Kronos and
         ADP represent and warrant that they  respectively  have been and are on
         the date of this Restated  Agreement  duly  authorized by all necessary
         and  appropriate  corporate  action  to  enter  into and  execute  this
         Restated Agreement.
(h)  The  parties  agree that  promptly  after the  execution  of this  Restated
     Agreement they will  cooperate,  in good faith,  to develop a press release
     concerning this Restated  Agreement and they shall jointly issue that press
     release.  Except as otherwise  specifically provided herein, or as required
     by law,  each of the  parties  agrees  that it will  not  publicly  release
     (through a press release or otherwise) the fact that they have entered into
     this Restated Agreement, or use other party's name, logo or service mark in
     connection with any advertising, sales or promotional activities unless the
     President of ADP's  Employer  Services  Group or the President of Kronos as
     applicable, gives prior written consent in each instance.
(i)      ADP agrees to maintain  adequate  financial records of all transactions
         contemplated  by this Restated  Agreement.  Not more than four times in
         any  calendar  year,  Kronos shall be entitled to audit and examine the
         records   maintained  by  ADP  in  connection  with  the   transactions
         contemplated by this Restated Agreement. Any such audit shall be during
         normal business hours and upon at least ten business days prior written
         notice.  The cost of any such audit shall be borne by Kronos;  provided
         however,  that if such audit  demonstrates  that ADP has  underpaid any
         amounts owed to Kronos by more than 7 1/2 % for the audited period, the
         cost of the audit shall be borne by ADP.
(j)      The headings in this Restated Agreement are intended for convenience of
         reference and this Restated Agreement shall not be affected or impaired
         thereby.
(k)      This Restated  Agreement may be executed in any number of counterparts,
         each of which  shall be deemed  an  original  and all of  which,  taken
         together, shall constitute one agreement.
(l)
(i)  Any dispute, controversy or claim arising out of or in connection with this
     Restated  Agreement  shall be  determined  and  settled by  arbitration  in
     Hartford,  Connecticut.  Any award  rendered  shall be final and conclusive
     upon the  parties and a judgment  thereon may be entered in a court  having
     competent jurisdiction. The party submitting such dispute shall request the
     American  Arbitration  Association  to: (i)  appoint an  arbitrator  who is
     knowledgeable  in the  microcomputer  area and  familiar  with the personal
     computer  software  industry and who will follow  substantive rules of law;
     (ii) allow for the parties to request discovery  pursuant to the rules then
     in effect upon the  Federal  Rules of Civil  Procedure  for a period not to
     exceed sixty (60) days; (iii) require the testimony to be transcribed;  and
     (iv)  require  the  award  to be  accompanied  by  findings  of fact  and a
     statement of reasons for the decision.  Each party shall bear its own costs
     and  expenses,   including   attorney's   fees,  in  connection  with  such
     arbitration.
(ii)          The parties hereto further agree that the preceding  clause (l)(i)
              shall not prevent either party from seeking injunctive relief in a
              judicial proceeding as provided further in Section 14(g).

(m)      If there is any  inconsistency  between  the  terms  set  forth in this
         Restated  Agreement  and the  terms of any  Exhibit  or Annex  attached
         hereto,  the terms of the Restated  Agreement shall control,  except in
         the case of Exhibits B, B-1, B-2, C, C-1 and C-2,  which Exhibits shall
         control in the event of inconsistency.

         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Restated
         Agreement as of the date first above written.
                                         ADP, INC.
                                         By: __/s/ Gary C. Butler______________
                                            (Authorized Signature)

                                Name: ____Gary C. Butler______________
                                    (please print)

                                Title:  President and Chief Operating Officer

                                         KRONOS INCORPORATED
                                         By: ___ /s/ Mark S. Ain________________
                                            (Authorized Signature)

                                Name: _Mark S. Ain_____________________
                                    (please print)

                                Title: _Chief Executive Officer_____________


<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

                                    EXHIBIT B
      Description and Pricing for Hardware Used With ADP-ized TKC Software


              DESCRIPTION                                      PRICE
              Clocks
              Timeclock 440 Basic 256K                          *****
              Timeclock 420 256K Gate w\Relay                   *****
              Timeclock 480 256K                                *****
              eTIME Heavy 140                                   *****
              eTIME Heavy w\Modem 144                           *****
              ADP 256K Alpha Numeric Clock                      *****

              Options
              Smart Convertor                                   *****
              14.4 Modem                                        *****
              Remote Reader RS485 Kit                           *****
              Relay Kit                                         *****
              Gasket Kit                                        *****
              Wand Kit                                          *****
              Internal AC Surge Protector                       *****
              External Surge Protector                          *****
              485 PC Board                                      *****
              Wrenches for clocks                               *****
              Battery Back Up Kit                               *****
              Lithium Battery                                   *****
              Power Supply Cord for Clock                       *****
              Screws                                            *****
              ADP CCD Scanner Kit                               *****
              ADP I\O Board*need this for scanner               *****
              40 Column Thermal Printer                         *****
              Key Pad Repl                                      *****
              Journal Paper                                     *****
              Rem Rdr Kit Mag                                   *****
              Auxillary Power                                   *****
              400 Terminal pack                                 *****
              Alt Reader Mag                                    *****
              256K upgrade                                      *****
              Ethernet kit                                      *****

<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


              Connectors and Cables
              I/O to Main                                       *****
              DB9-25 Adapter                                    *****
              Smart Converter Cable                             *****
              6 Position Connectors                             *****
              Total Time Lite 100 ft cable                      *****
              Printer Clock Cable 25ft                          *****
              Total Time Lite 250 ft cable                      *****
              5 Position Connectors                             *****
              7 Position Connectors                             *****
              140,144 Power Cord                                *****
              4 Pin bell relay connector                        *****

              Badges & Accessories
              New Style Employee Badges packs of  50            *****
              New Style Supervisor Badges                       *****
              New Style Maintenance Badges                      *****
              Bar Code Stickers packs of 50                     *****
              Function Key Labels\set                           *****
              Badge Racks                                       *****
              Insert Bar Code Stickers packs of 50              *****

         NOTE:  Should new versions of the 140,  144 and 400 Series  firmware be
         released  by  Kronos  which  contain  features   designed  to  work  in
         conjunction  with newly released  software  features being used by ADP,
         these firmware versions will be provided to ADP at no additional cost.

         NOTE:  Kronos will provide a ***** discount on all Kronos  manufactured
         peripheral devices, not listed above. In addition,  Kronos will provide
         standard  dealer  discount on all  non-Kronos  manufactured  peripheral
         devices, not listed above.

         NOTE:  ADP  recognizes  and agrees that the ADP 140 and the ADP 144 are
         designed for use at locations with fifty (50) or fewer  employees a day
         and will only permit  fifty (50) or fewer  employees  to punch during a
         day.

         NOTE:  Beginning October 15, 2000, the pricing for the 480 Clocks will
         be priced at *****.
<PAGE>


           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS



                                   EXHIBIT B-1

Description and Pricing for Hardware Used with ADP-ized Lite Software

The following  represents  the pricing for bulk shipments of the ADP 150 and 154
clocks.  These clocks are to be used for the EBS/Lite market only, 120 employees
and under.

                                             Price

                  ADP 150                   ********
                  ADP 154 (Modem)           ********


The prices specified above are F.O.B. Chelmsford, Massachusetts, exclude freight
and tax costs,  and are valid only for  shipments  of a minimum of 200 units per
order   to  a   single   delivery   point.   The   prices   include   the   user
manual/installation guide.


ADP  agrees to the  following  pricing  for the ADP 100 Series  Hardware.  These
quantities can be any combination of 150/154 and 140/144 Series Clocks.

                                             150/140           154/144

Annual Quantities of 2500 and above         ********          ********
Annual Quantities of 1500-2499              ********          ********
Annual Quantities of 1000-1499              ********          ********
Under 1000                    Konos reserves the right to no longer sell the 100
                              Series Clocks to ADP


NOTE:  Beginning on October  1,2000,  Kronos will invoice ADP for the 100 Series
Clocks at the 2500 and above quantity price at the time of shipment.  At the end
of each Kronos fiscal year (starting on 9/30/2001),  Kronos will determine ADP's
100 Series purchases for that fiscal year and Kronos will invoice,  and ADP will
pay, the difference in pricing if specified quantities are not met.
<PAGE>


           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS





                              EXHIBIT B-1 (Contd.)

Connectors and Cables:


RJ11 100 Foot Cable                      *******
Transformer                              *******
Mounting Wedge                           *******
Adaptor RJ11 to DB9                      *******    ***** if less than 500
Adaptor RJ11 to DB25F                    *******    ***** if less than 500
Wall Anchor Plastic                      *******
Screw                                    *******
Mtg Screw Height Gauge                   *******
Connector Cover                          *******
Cable Tele Cord 7ft                      *******
Cable Tele Cord  10.5in                  *******
Comm board test kit                      *******    For quantity of 500 or less;
                                                    tooling fee will apply


Manuals:
Manual kit 140\150                       *******
100 series install manual                *******


NOTE:  For all  components  above,  if  quantities  of less  than 500  units are
ordered, pricing will be at Kronos' standard dealer discount or, for the Adaptor
RJ11 as stated  above.  For  example,  if ADP orders 800 units of the  Connector
Cover,  500 of those units will be priced at the *******  price  above,  and the
remaining 300 units will be priced at Kronos' standard dealer discount.
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


                                   Exhibit B-2

                 Description and Pricing for Millennium Hardware


While Kronos is still offering the 400 Series  Hardware to its End-Users,  there
is no limit on the price that ADP will pay Kronos for the  Millennium  Terminal,
except for the Millennium  Terminal with Ethernet (see example  below)  provided
however,  that in no case will the Millennium Terminal price be greater than the
standard  Kronos  dealer  discounted   price.   When  Kronos   discontinues  the
availability of the 400 Series Hardware to its End-Users,  Kronos will price the
Millennium  Terminal to ADP at a price  which is equal to the 480 Clock,  plus a
Millennium Cost of no more than ***** per unit for similar  configurations.  The
Millennium  Cost  will be the  difference  between  the  comparable  400  Series
Hardware standard  manufacturing cost (i.e., the cost at the time the comparable
400 Series Hardware was discontinued) and the standard manufacturing cost of the
Millennium Terminal. Every six months after the discontinuance of the 400 Series
Hardware,  Kronos will review and update the Millennium  Cost for ADP to reflect
Kronos' then current standard manufacturing cost for the Millennium Terminal. If
the Millennium  Cost is lower as a result of the review and update,  Kronos will
reduce the Millennium Cost charged to ADP.


480 Clock With Ethernet Configuration Example

                                                Prior to           After
                                                10/15/00         10/15/00
         ADP 480 Clock                           *****             *****
         ADP Ethernet Kit                        *****             *****
         Maximum Additional Millennium Cost      *****             *****

         Maximum TOTAL Millennium Price          *****             *****


Millennium Prices After the 400 Series Hardware Has Been Discontinued

Modem Example:
                                                 Prior to          After
                                                 10/15/00         10/15/00
         ADP 480 Clock                            *****             *****
         ADP Modem                                *****             *****
         Maximum Additional Millennium Cost       *****             *****

         Maximum TOTAL Millennium Price           *****             *****

<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


RS 232/485 Example:

                                                    Prior to           After
                                                    10/15/00          10/15/00
         ADP 480 Clock with 232/485                  *****             *****
         Maximum Additional Millennium Cost          *****             *****

         Maximum TOTAL Millennium Price              *****             *****


NOTE: Kronos and ADP will split the cost to ADP'ize the Millennium and the price
charged to ADP will not exceed $10,000.  In addition to the software  changes as
specified  in Section 4 of the Restated  Agreement,  Millennium  ADP'izing  will
include the following:
o        ADP will use the standard Millennium enclosure with the ADP logo
o        No additional custom or ADP specific features/functionality
o             Kronos  will  make  necessary  changes  to  enable  ADP  clocks to
              communicate to ADP WFC Software and ADP-ized TKC Software (this is
              the same change that is used in the Series 400  Terminals  today),
              subject to Section 4 of the Restated Agreement.

<PAGE>
           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


                                    EXHIBIT C

                Description and Pricing for ADP-ized TKC Software
<TABLE>
<CAPTION>

A.  ADP-ized TKC SOFTWARE PRICING PRIOR TO 4/01/01:

           TKC 3A Base Pricing                                                TKC 4.X Base Pricing *
<S>                                      <C>                            <C>                             <C>
e-TIME Heavy Single User 1000**          *****                          e-TIME Heavy SU 1000**          *****
e-TIME Heavy Single User 5000**          *****                          e-TIME Heavy SU 2000**          *****
e-TIME Heavy Multi User 1000**           *****                          e-TIME Heavy MU 1000**          *****
e-TIME Heavy Multi User 5000**           *****                          e-TIME Heavy MU 2000**          *****
              TKC 3A Modules:

e-TIME Heavy Single User Accruals        *****                          e-TIME Heavy Syb upg SU 1000    *****
e-TIME Heavy Multi User Accruals         *****                          e-TIME Heavy Syb upg MU 1000    *****

                                                                              TKC 4.X Modules
                                                                        e-TIME Heavy SU Accruals        *****
                                                                        e-TIME Heavy MU Accruals        *****
                                                                        e-TIME Messaging SU             *****
                                                                        e-TIME Messaging MU             *****
</TABLE>


EXHIBIT C NOTES:

**NOTE:  ADP-ized TKC Base Software (prior to 4/01/01)  includes the following
TKC Modules:   CardSaver,
DataPoster, Scheduler (KSM) and Archiver (KAP).

<PAGE>
          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

<TABLE>
<CAPTION>

B.  ADP-ized TKC SOFTWARE PRICING AFTER 4/01/01:

          TKC 3A Base Pricing ****                                  TKC 4.X Base Pricing ****

<S>                                       <C>               <C>                                  <C>
e-TIME Heavy Single User 1000             *****             e-TIME Heavy SU 1000                 *****
e-TIME Heavy Single User 5000             *****             e-TIME Heavy SU 2000                 *****
e-TIME Heavy Multi User 1000              *****             e-TIME Heavy MU 1000                 *****
e-TIME Heavy Multi User 5000              *****             e-TIME Heavy MU 2000                 *****

                                                            e-TIME Heavy  Syb upg SU 1000        *****
                                                            e-TIME Heavy  Syb upg MU 1000        *****

               TKC 3A Modules                                        TKC 4.X Modules
e-TIME Heavy Single User Accruals         *****             e-TIME Heavy Single User Accruals    *****
e-TIME Heavy Multi User Accruals          *****             e-TIME Heavy Multi User Accruals     *****
e-TIME Heavy Single User Messaging        *****             e-TIME Heavy Single User Messaging   *****
e-TIME Heavy Multi User Messaging         *****             e-TIME Heavy Multi User Messaging    *****
e-TIME Heavy Single User Scheduler        *****             e-TIME Heavy Single User Scheduler   *****
e-TIME Heavy Multi User Scheduler         *****             e-TIME Heavy Multi User Scheduler    *****
</TABLE>

EXHIBIT C NOTES:

****NOTE:    ADP-ized TKC Base Software (after 4/01/01) includes the following
TKC Modules: CardSaver, DataPoster and Archiver (KAP).

NOTE:  ADP's price for new TKC Software Modules will be ***** off Kronos' list
price for the comparable (as to version and type) TKC Software Module.

NOTE:  Prices are valid up to 5000 employee counts.

NOTE: If ADP wants to upgrade a customer from Single User to Multi User ADP-ized
TKC Software and/or wishes to increase the number of employees authorized to use
the software, ADP shall pay the difference between the prices then in effect for
the ADP-ized TKC Software (for users and/or  employee  levels) and the new price
for the increased number of users and/or employees.

NOTE:  If ADP wants to upgrade a customer  from ADP-ized TKC Software to ADP WFC
Software,  ADP shall pay Kronos the difference between the prices then in effect
for the ADP-ized TKC Software and the prices then in effect for ADP WFC Software
with  payment to include  both an increase  attributable  to the number of users
and/or employees.

NOTE:  For purposes of upgrading  an existing  ADP  Sublicensee  of ADP'ized TKC
Software to ADP WFC Software under Section 5 (c) of the Restated Agreement,  the
number of users  calculated  toward the upgrade  price is the maximum  number of
users that is supported  in the version of ADP-ized TKC Software  which is being
upgraded  (e.g.,  the maximum number of users supported in TKC version 4.0 is 15
users).
NOTE: ADP and Kronos understand and agree that if in the future, Kronos utilizes
third  party  products  with TKC,  Kronos  and APD will  need to agree  upon the
license  fees paid to Kronos by ADP for the third party  products.  This will be
the same process we followed for  determining  the TKC Sybase  license fees that
ADP pays to Kronos.

NOTE:  ADP  duplicates  and ships  ADP'ized TKC  Software  directly to their end
users.  ADP'ized TKC software usage is reported to Kronos on a monthly basis for
invoicing purposes. ADP assumes all duplication and distribution costs.
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


                                   EXHIBIT C-1


Description and Pricing for ADP'ized Lite Softare


ADP'ized  Lite  Software is limited to 120  employees  or less.  Pricing for the
ADP'ized Lite Software is the following:

         ADP'ized Lite Software:    ********


Cap Release Software:
In  addition to the  ADP'ized  Lite  Software  package,  ADP may  purchase a 200
employee Cap Release package. The Cap Release allows customers to increase their
employee limit to 200. This package must be purchased in conjunction with the120
employees license as follows:

         ADP'ized Lite 120 employee Software                  ********
         ADP'ized Lite 200 Cap Release Software               ********
         TOTAL                                                ********


ADP'ized Lite (DOS):
Pricing for the DOS version of ADP'ized  Lite Software and the Cap Release is as
follows:

         ADP'ized Lite 120 employee Software                  ********
         ADP'ized Lite 1000 employee Cap Release Software     ********
         TOTAL                                                ********


ADP Duplication:
ADP  duplicates  and ships the  software  directly to their end users.  Software
usage is  reported  to Kronos  monthly  for  billing  purposes.  ADP assumes all
duplication and distribution costs.
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

       CONFIDENTIAL TREATMENT


                                   EXHIBIT C-2
          DESCRIPTION AND PRICING FOR ADP WFC SOFTWARE AND MAINTENANCE
                                     8/25/00

WORKFORCE TIMEKEEPER SOFTWARE V3.2 & WFC SUITE MANAGER
<TABLE>
<CAPTION>

                                                           US        ADP      ADP      10%
Description                           Part Number        Retail   Discount % Price   Maint.
-------------------------------------------------------------------------------------------

Workforce Timekeeper Software Module V3.2
<C>                                  <S>                      <S>       <S>    <S>      <S>
KDEMO for Workforce TK V3.2          8601621-001              $50.00           ***
Workforce Timekeeper Quick tour CD   3800116-001              $      5         ***
Workforce TK V3.2, 250ee             8601622-001              $ 11,250   ***   ***      ***
Workforce TK V3.2, 500ee             8601622-002              $ 22,500   ***   ***      ***
Workforce TK V3.2, 1000ee            8601622-003              $ 45,000   ***   ***      ***
Workforce TK V3.2, 1500ee            8601622-004              $ 67,500   ***   ***      ***
Workforce TK V3.2, 2000ee            8601622-005              $ 90,000   ***   ***      ***
Workforce TK V3.2,  3000ee           8601622-006              $135,000   ***   ***      ***
Workforce TK V3.2, 4000ee            8601622-007              $180,000   ***   ***      ***
Workforce TK V3.2, 5000ee            8601622-008              $225,000   ***   ***      ***
Workforce TK V3.2, 6000ee            8601622-009              $270,000   ***   ***      ***
Workforce TK V3.2, 7500ee            8601622-010              $337,500   ***   ***      ***
Workforce TK V3.2, 10000ee           8601622-011              $450,000   ***   ***      ***
Workforce TK V3.2, 12000ee           8601622-012              $540,000   ***   ***      ***
Workforce TK V3.2, 15000ee           8601622-013              $675,000   ***   ***      ***
Workforce TK V3.2, 17500ee           8601622-014              $787,500   ***   ***      ***
Workforce TK V3.2, 20000ee           8601622-015              $900,000   ***   ***      ***
Workforce TK V3.2, 25000ee           8601622-016            $1,125,000   ***   ***      ***
Workforce TK V3.2, 30000ee           8601622-017            $1,350,000   ***   ***      ***
Workforce TK V3.2, 40000ee           8601622-018            $1,800,000   ***   ***      ***
Workforce TK V3.2, 50000ee           8601622-019            $2,250,000   ***   ***      ***
Workforce TK V3.2, 60000ee           8601622-020            $2,700,000   ***   ***      ***
Workforce TK V3.2, 70000ee           8601622-021            $3,150,000   ***   ***      ***
Workforce TK V3.2, 80000ee           8601622-022            $3,600,000   ***   ***      ***
Workforce TK V3.2, 90000ee           8601622-023            $4,050,000   ***   ***      ***
Workforce TK V3.2, 100000ee          8601622-024            $4,500,000   ***   ***      ***
</TABLE>

Workforce TK V3.2.2 CD &  Documentatio8700339-001  $85 *** NOTE: Workforce TK CD
and  Documentation  are to be used for demo and  sales  aids  only.  They do not
include a software license.
DESCRIPTION:  A Time and Attendance solution with a user-configurable rules
engine for consistent application of pay policies across
the enterprise.
<TABLE>
<CAPTION>

Workforce Central Suite Manager V3.2
<C>                                 <S>                <S>            <S>      <S>      <S>
Managers up to:  5                  8601623-001             $2,000    ***      ***      ***
Managers up to:  25                 8601623-002            $10,000    ***      ***      ***
Managers up to:  50                 8601623-003            $20,000    ***      ***      ***
Managers up to:  100                8601623-004            $40,000    ***      ***      ***
Managers up to:  150                8601623-005            $60,000    ***      ***      ***
Managers up to:  200                8601623-006            $80,000    ***      ***      ***
Managers up to:  250                8601623-007           $100,000    ***      ***      ***
Managers up to:  300                8601623-008           $120,000    ***      ***      ***
Managers up to:  350                8601623-009           $140,000    ***      ***      ***
Managers up to:  400                8601623-010           $160,000    ***      ***      ***
Managers up to:  450                8601623-011           $180,000    ***      ***      ***
Managers up to:  500                8601623-012           $200,000    ***      ***      ***
Managers up to:  600                8601623-013           $240,000    ***      ***      ***
Managers up to:  700                8601623-014           $280,000    ***      ***      ***
Managers up to:  800                8601623-015           $320,000    ***      ***      ***
Managers up to:  900                8601623-016           $360,000    ***      ***      ***
Managers up to:  1000               8601623-017           $400,000    ***      ***      ***
Managers up to:  1500               8601623-018           $600,000    ***      ***      ***
Managers up to:  2000               8601623-019           $800,000    ***      ***      ***
Managers up to:  2500               8601623-020         $1,000,000    ***      ***      ***
Managers up to:  3000               8601623-021         $1,200,000    ***      ***      ***
Managers up to: 4000                8601623-022         $1,600,000    ***      ***      ***
Managers up to: 5000                8601623-023         $2,000,000    ***      ***      ***
</TABLE>

DESCRIPTION:  Provides access to the Workforce Central Suite modules for
licensed managers.
<PAGE>
          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

<TABLE>
<CAPTION>


                                                                                US        ADP      ADP      10%
Description                                               Part Number         Retail   Discount % Price   Maint.
------------------------------------------------------------------------------------------------------------
<C>                                                             <S>           <S>        <S>      <S>     <S>
Workforce Timekeeper Manuals
Workforce Timekeeper Installation Guide                         4702173-001    $35.00    ***      ***
Workforce Timekeeper Database Ref Guide                         4702174-001    $35.00    ***      ***
Database Admin Guide for Workforce Ctrl Apps                    4702179-001    $35.00    ***      ***
Database Install Guide for Workforce Ctrl Apps                  4702177-001    $35.00    ***      ***
Database Reference Guide for Workforce Central Common Table     4702178-001    $35.00    ***      ***
Import Guide-Workforce Ctrl Apps:Table format                   4702181-001    $35.00    ***      ***
Import Guide-Workforce Ctrl Apps:EDI format                     4702180-001    $35.00    ***      ***
Workforce Timekeeper v3.2 ERD Diagram                           4702175-001    $10.00    ***      ***
Series 400 Terminal Configuration Guid                          4701181-001    $35.00    ***      ***
Workforce Timekeeper User Guide                                 4702085-001    $35.00    ***      ***

WORKFORCE CENTRAL MODULES V3 (WFC Modules numbered 1-9)
1.  Workforce Smart Scheduler V3.1
Smart Scheduler V3.1 ,  250ee                                   8601631-001   $11,250    ***      ***      ***
Smart Scheduler V3.1 ,  500ee                                   8601631-002   $22,500    ***      ***      ***
Smart Scheduler V3.1 , 1000ee                                   8601631-003   $45,000    ***      ***      ***
Smart Scheduler V3.1 , 1500ee                                   8601631-004   $67,500    ***      ***      ***
Smart Scheduler V3.1 , 2000ee                                   8601631-005   $90,000    ***      ***      ***
Smart Scheduler V3.1 , 3000ee                                   8601631-006  $135,000    ***      ***      ***
Smart Scheduler V3.1 , 4000ee                                   8601631-007  $180,000    ***      ***      ***
Smart Scheduler V3.1 , 5000ee                                   8601631-008  $225,000    ***      ***      ***
Smart Scheduler V3.1 , 6000ee                                   8601631-009  $270,000    ***      ***      ***
Smart Scheduler V3.1 , 7500ee                                   8601631-010  $337,500    ***      ***      ***
Smart Scheduler V3.1 , 10000ee                                  8601631-011  $450,000    ***      ***      ***
Smart Scheduler V3.1 , 12000ee                                  8601631-012  $540,000    ***      ***      ***
Smart Scheduler V3.1 , 15000ee                                  8601631-013  $675,000    ***      ***      ***
Smart Scheduler V3.1, 17500ee                                   8601631-014  $787,500    ***      ***      ***
Smart Scheduler V3.1, 20000ee                                   8601631-015  $900,000    ***      ***      ***
Smart Scheduler V3.1, 25000ee                                   8601631-016 $1,125,000   ***      ***      ***
Smart Scheduler V3.1, 30000ee                                   8601631-017 $1,350,000   ***      ***      ***

Workforce Smart Scheduler Manuals
Database Install Guide for Workforce Ctrl Apps                  4702177-001    $35.00    ***      ***
Database Reference Guide for Workforce Central Common Table     4702178-001    $35.00    ***      ***
Import Guide-Workforce Ctrl Apps:EDI format                     4702180-001    $35.00    ***      ***
Database Admin Guide for Workforce Ctr Apps                     4702179-001    $35.00    ***      ***
Workforce Smart Scheduler V3 Entity Relationship Diagram (ERD   4702176-001    $10.00    ***      ***
Workforce Smart Scheduler Database Reference Guide              4702193-001    $35.00    ***      ***
Workforce Smart Scheduler Installation Guide                    4702191-001    $35.00    ***      ***
Workforce Smart Scheduler User Guide                            4702059-001    $35.00    ***      ***
Workforce Smart Scheduler V3.1 CD & Documentation               8700336-001       $85    ***      ***
Workforce Smart Scheduler V3.1 CD only                          3800230-001       $10             ***
<FN>

NOTE:  Workforce Smart Scheduler CD and Documentation are to be used for demo and sales aids only.
They do not include a software license.
DESCRIPTION:  Forecasts business volume and workload requirements, and creates detailed employee schedules.
</FN>
</TABLE>
<PAGE>
         CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS
<TABLE>
<CAPTION>



                                                                US        ADP      ADP      10%
Description                                       Part Number  Retail   Discount % Price   Maint.
---------------------------------------------------------------------------------------------------
<C>                                               <S>         <S>          <S>      <S>      <S>
2.  Workforce Accruals V3.2
Workforce Accruals V3.2, 250ee                    8601624-001    $5,000    ***      ***      ***
Workforce Accruals V3.2, 500ee                    8601624-002   $10,000    ***      ***      ***
Workforce Accruals V3.2, 1000ee                   8601624-003   $20,000    ***      ***      ***
Workforce Accruals V3.2, 1500ee                   8601624-004   $30,000    ***      ***      ***
Workforce Accruals V3.2, 2000ee                   8601624-005   $40,000    ***      ***      ***
Workforce Accruals V3.2, 3000ee                   8601624-006   $60,000    ***      ***      ***
Workforce Accruals V3.2, 4000ee                   8601624-007   $80,000    ***      ***      ***
Workforce Accruals V3.2, 5000ee                   8601624-008  $100,000    ***      ***      ***
Workforce Accruals V3.2, 6000ee                   8601624-009  $120,000    ***      ***      ***
Workforce Accruals V3.2, 7500ee                   8601624-010  $150,000    ***      ***      ***
Workforce Accruals V3.2, 10000ee                  8601624-011  $200,000    ***      ***      ***
Workforce Accruals V3.2, 12000ee                  8601624-012  $240,000    ***      ***      ***
Workforce Accruals V3.2, 15000ee                  8601624-013  $300,000    ***      ***      ***
Workforce Accruals V3.2, 17500ee                  8601624-014  $350,000    ***      ***      ***
Workforce Accruals V3.2, 20000ee                  8601624-015  $400,000    ***      ***      ***
Workforce Accruals V3.2, 25000ee                  8601624-016  $500,000    ***      ***      ***
Workforce Accruals V3.2, 30000ee                  8601624-017  $600,000    ***      ***      ***
Workforce Accruals V3.2, 40000ee                  8601624-018  $800,000    ***      ***      ***
Workforce Accruals V3.2, 50000ee                  8601624-019 $1,000,000   ***      ***      ***
Workforce Accruals V3.2, 60000ee                  8601624-020 $1,200,000   ***      ***      ***
Workforce Accruals V3.2, 70000ee                  8601624-021 $1,400,000   ***      ***      ***
Workforce Accruals V3.2, 80000ee                  8601624-022 $1,600,000   ***      ***      ***
Workforce Accruals V3.2, 90000ee                  8601624-023 $1,800,000   ***      ***      ***
Workforce Accruals V3.2, 100,000ee                8601624-024 $2,000,000   ***      ***      ***
<FN>

DESCRIPTION:  A leave management solution for employee benefit time such as
personal, vacation, compensatory, medical and other
forms of leave.
</FN>

3.  Workforce Web
Workforce Web V3.2 50                             8601670-001    $2,500    ***      ***      ***
Workforce Web V3.2 100                            8601670-002    $5,000    ***      ***      ***
Workforce Web V3.2 150                            8601670-003    $7,500    ***      ***      ***
Workforce Web V3.2 250                            8601670-004   $12,500    ***      ***      ***
Workforce Web V3.2 500                            8601670-005   $25,000    ***      ***      ***
Workforce Web V3.2 1000                           8601670-006   $50,000    ***      ***      ***
Workforce Web V3.2 1500                           8601670-007   $75,000    ***      ***      ***
Workforce Web V3.2 2000                           8601670-008  $100,000    ***      ***      ***
Workforce Web V3.2 3000                           8601670-009  $150,000    ***      ***      ***
Workforce Web V3.2 4000                           8601670-010  $200,000    ***      ***      ***
Workforce Web V3.2 5000                           8601670-011  $250,000    ***      ***      ***
Workforce Web V3.2 6000                           8601670-012  $300,000    ***      ***      ***
Workforce Web V3.2 7500                           8601670-013  $375,000    ***      ***      ***
Workforce Web V3.2 10000                          8601670-014  $500,000    ***      ***      ***
Workforce Web V3.2 12000                          8601670-015  $600,000    ***      ***      ***
Workforce Web V3.2 15000                          8601670-016  $750,000    ***      ***      ***
Workforce Web V3.2 17500                          8601670-017  $875,000    ***      ***      ***
Workforce Web V3.2 20000                          8601670-018 $1,000,000   ***      ***      ***
Workforce Web V3.2 25000                          8601670-019 $1,250,000   ***      ***      ***
Workforce Web V3.2 30000                          8601670-020 $1,500,000   ***      ***      ***
<FN>

NOTE: Workforce Web is an employee license only.
DESCRIPTION: A web deployed time entry module for hours and exceptions providing
the professional  workforce with a self-service method to submit labor data from
diverse environments.
</FN>

Workforce Web Manuals
Workforce Web Install & Config Guide (English)    4702253-001       $35    ***      ***
Workforce Web Database Reference Guide            4702777-001       $35    ***      ***
Workforce Web CD only                             3800241-001       $25    ***      ***
Workforce Web Documentation and CD                8700342-001       $85             ***
Workforce Web Install & Config Guide (French)     4702253-031       $35    ***      ***
Workforce Web Install & Config Guide (Spanish)    4702253-021       $35    ***      ***
<FN>

NOTE:  Workforce Web CD and Documentation are to be used for demo and sales aids
 only.  They do not include a software license.
</FN>

</TABLE>
<PAGE>



           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

<TABLE>
<CAPTION>

                                                                  US        ADP      ADP      10%
Description                                        Part Number  Retail   Discount % Price   Maint.
--------------------------------------------------------------------------------------------------
<C>                                                 <S>          <S>         <S>      <S>      <S>
 4.  Workforce Activities
Workforce Activities V3.1, 250ee                    8601644-001    $5,000    ***      ***      ***
Workforce Activities V3.1, 500ee                    8601644-002   $10,000    ***      ***      ***
Workforce Activities V3.1, 1000ee                   8601644-003   $20,000    ***      ***      ***
Workforce Activities V3.1, 1500ee                   8601644-004   $30,000    ***      ***      ***
Workforce Activities V3.1, 2000ee                   8601644-005   $40,000    ***      ***      ***
Workforce Activties  V3.1, 3000ee                   8601644-006   $60,000    ***      ***      ***
Workforce Activities V3.1, 4000ee                   8601644-007   $80,000    ***      ***      ***
Workforce Activities V3.1, 5000ee                   8601644-008  $100,000    ***      ***      ***
Workforce Activities V3.1, 6000ee                   8601644-009  $120,000    ***      ***      ***
Workforce Activities V3.1, 7500ee                   8601644-010  $150,000    ***      ***      ***
Workforce Activities V3.1, 10000ee                  8601644-011  $200,000    ***      ***      ***
Workforce Activities V3.1, 12000ee                  8601644-012  $240,000    ***      ***      ***
Workforce Activities V3.1, 15000ee                  8601644-013  $300,000    ***      ***      ***
Workforce Activities V3.1, 17500ee                  8601644-014  $350,000    ***      ***      ***
Workforce Activities V3.1, 20000ee                  8601644-015  $400,000    ***      ***      ***
Workforce Activities V3.1, 25000ee                  8601644-016  $500,000    ***      ***      ***
Workforce Activities V3.1, 30000ee                  8601644-017  $600,000    ***      ***      ***

Workforce Activities Manuals
Workforce Activities V3.1 Install Guide             4702194-001       $35    ***      ***
Workforce Activities V3.1 Config Guide              4702195-001       $35    ***      ***
Workforce Activities V3.1 Database Refence Guide    4702196-001       $35    ***      ***
Workforce Activities V3.1 Import Guide              4702197-001       $35    ***      ***
Workforce Activities V3.1 Quick Reference Card      4702198-001       $10    ***      ***
Workforce Activities V3.1 CD & Documentation        8700338-001       $85             ***
Workforce Activities V3.1 ERD Diagram               4702199-001       $10    ***      ***
<FN>

NOTE:  Workforce Activities Enterprise CD and Documentation are to be used for demo and sales aids only.
They do not include a software license.
DESCRIPTION:  Compliments time and labor information by tracking the activities a worker performs during the workday.
</FN>

5.  Workforce Express
Workforce Express 50 ee                             8601531-001    $2,500    ***      ***      ***
Workforce Express 100ee                             8601531-002    $5,000    ***      ***      ***
Workforce Express 150ee                             8601531-003    $7,500    ***      ***      ***
Workforce Express 250ee                             8601531-004   $12,500    ***      ***      ***
Workforce Express 500ee                             8601531-005   $25,000    ***      ***      ***
Workforce Express 1000ee                            8601531-006   $50,000    ***      ***      ***
Workforce Express 1500ee                            8601531-007   $75,000    ***      ***      ***
Workforce Express 2000ee                            8601531-008  $100,000    ***      ***      ***
Workforce Express 3000ee                            8601531-009  $150,000    ***      ***      ***
Workforce Express 4000ee                            8601531-010  $200,000    ***      ***      ***
Workforce Express 5000ee                            8601531-011  $250,000    ***      ***      ***
Workforce Express 6000ee                            8601531-012  $300,000    ***      ***      ***
Workforce Express 7500ee                            8601531-013  $375,000    ***      ***      ***
Workforce Express 10000ee                           8601531-014  $500,000    ***      ***      ***

Workforce Express 5 Supervisors                     8601532-001    $1,000    ***      ***      ***
Workforce Express 10 Supervisors                    8601532-002    $2,000    ***      ***      ***
Workforce Express 15 Supervisors                    8601532-003    $3,000    ***      ***      ***
Workforce Express 25 Supervisors                    8601532-004    $5,000    ***      ***      ***
Workforce Express 50 Supervisors                    8601532-005   $10,000    ***      ***      ***
Workforce Express 100 Supervisors                   8601532-006   $20,000    ***      ***      ***
Workforce Express 150 Supervisors                   8601532-007   $30,000    ***      ***      ***
Workforce Express 200 Supervisors                   8601532-008   $40,000    ***      ***      ***
Workforce Express 250 Supervisors                   8601532-009   $50,000    ***      ***      ***
Workforce Express 300 Supervisors                   8601532-010   $60,000    ***      ***      ***
Workforce Express 350 Supervisors                   8601532-011   $70,000    ***      ***      ***
Workforce Express 400 Supervisors                   8601532-012   $80,000    ***      ***      ***
Workforce Express 450 Supervisors                   8601532-013   $90,000    ***      ***      ***
Workforce Express 500 Supervisors                   8601532-014  $100,000    ***      ***      ***
Workforce Express 600 Supervisors                   8601532-015  $120,000    ***      ***      ***
Workforce Express 700 Supervisors                   8601532-016  $140,000    ***      ***      ***
Workforce Express 800 Supervisors                   8601532-017  $160,000    ***      ***      ***
Workforce Express 900 Supervisors                   8601532-018  $180,000    ***      ***      ***
Workforce Express 1000 Supervisors                  8601532-019  $200,000    ***      ***      ***
Workforce Express 1500 Supervisors                  8601532-020  $300,000    ***      ***      ***
Workforce Express 2000 Supervisors                  8601532-021  $400,000    ***      ***      ***
Workforce Express 2500 Supervisors                  8601532-022  $500,000    ***      ***      ***
</TABLE>
<PAGE>
          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


<TABLE>
<CAPTION>

                                                                  US        ADP      ADP      10%
Description                                        Part Number  Retail   Discount % Price   Maint.
---------------------------------------------------------------------------------------
<C>                                                <S>           <S>        <S>      <S>     <S>
Workforce Express Manuals
Quick Reference Card (Outlook)                     4702034-001     $2.30             ***
Quick Reference Card (Windows)                     4702035-001     $2.30             ***
Quick Reference Card (Approvers)                   4702056-001     $2.30             ***
Workforce Express Doc kit (manuals)                8700310-001    $25.00             ***
 this kit includes all of the above documentation
 in addition to a sys admin & install manuals
Workforce Express Software only (CD)               3800208-001    $12.00             ***
Workforce Express Software and Doc kit             8700304-001    $65.00             ***

<FN>

NOTE:  Workforce Express CD and Documentation are to be used for demo and sales aids only.  They do not include a software license.
Workforce Express only applies for Outlook and Windows client.  There is no web solution for Workforce Express.
DESCRIPTION:  A solution for collecting and managing time and project information from workers with access to a networked PC.
</FN>

6.  Decisions
Decisions SU   500                                 8601543-001   $ 4,000    ***      ***      ***
Decisions SU 1000                                  8601543-002   $ 8,000    ***      ***      ***
Decisions SU 1500                                  8601543-003  $ 12,000    ***      ***      ***
Decisions  SU 2000                                 8601543-004  $ 16,000    ***      ***      ***
Decisions SU 3000                                  8601543-005  $ 24,000    ***      ***      ***
Decisions SU 4000                                  8601543-006  $ 32,000    ***      ***      ***
Decisions SU 5000                                  8601543-007  $ 40,000    ***      ***      ***

Decisions  MU 500                                  8601544-001   $ 6,000    ***      ***      ***
Decisions MU 1000                                  8601544-002  $ 12,000    ***      ***      ***
Decisions MU 1500                                  8601544-003  $ 18,000    ***      ***      ***
Decisions MU 2000                                  8601544-004  $ 24,000    ***      ***      ***
Decisions MU 3000                                  8601544-005  $ 36,000    ***      ***      ***
Decisions MU 4000                                  8601544-006  $ 48,000    ***      ***      ***
Decisions MU 5000                                  8601544-007  $ 60,000    ***      ***      ***
<FN>

DESCRIPTION:  Connects frontline labor data with business  performance  measures
relating to sales activity,  production  efficiency,  service quality, and other
key business drivers.
</FN>

7.  Vision
Vision SU     500                                  8601539-001  $ 10,000    ***      ***      ***
Vision SU   1000                                   8601539-002  $ 20,000    ***      ***      ***
Vision SU   1500                                   8601539-003  $ 30,000    ***      ***      ***
Vision SU   2000                                   8601539-004  $ 40,000    ***      ***      ***
Vision SU   3000                                   8601539-005  $ 60,000    ***      ***      ***
Vision SU   4000                                   8601539-006  $ 80,000    ***      ***      ***
Vision SU   5000                                   8601539-007 $ 100,000    ***      ***      ***
Vision SU   6000                                   8601539-008 $ 120,000    ***      ***      ***
Vision SU   7500                                   8601539-009 $ 150,000    ***      ***      ***
Vision SU  10000                                   8601539-010 $ 200,000    ***      ***      ***
Vision SU  12000                                   8601539-011 $ 240,000    ***      ***      ***
Vision SU  15000                                   8601539-012 $ 300,000    ***      ***      ***
Vision SU  17500                                   8601539-013 $ 350,000    ***      ***      ***
Vision SU  20000                                   8601539-014 $ 400,000    ***      ***      ***
Vision SU  25000                                   8601539-015 $ 500,000    ***      ***      ***
Vision SU  30000                                   8601539-016 $ 600,000    ***      ***      ***

Vision MU     500                                  8601540-001  $ 15,000    ***      ***      ***
Vision MU   1000                                   8601540-002  $ 30,000    ***      ***      ***
Vision MU   1500                                   8601540-003  $ 45,000    ***      ***      ***
Vision MU   2000                                   8601540-004  $ 60,000    ***      ***      ***
Vision MU   3000                                   8601540-005  $ 90,000    ***      ***      ***
Vision MU   4000                                   8601540-006 $ 120,000    ***      ***      ***
Vision MU   5000                                   8601540-007 $ 150,000    ***      ***      ***
Vision MU   6000                                   8601540-008 $ 180,000    ***      ***      ***
Vision MU   7500                                   8601540-009 $ 225,000    ***      ***      ***
Vision MU  10000                                   8601540-010 $ 300,000    ***      ***      ***
Vision MU  12000                                   8601540-011 $ 360,000    ***      ***      ***
Vision MU  15000                                   8601540-012 $ 450,000    ***      ***      ***
Vision MU  17500                                   8601540-013 $ 525,000    ***      ***      ***
Vision MU  20000                                   8601540-014 $ 600,000    ***      ***      ***
Vision MU  25000                                   8601540-015 $ 750,000    ***      ***      ***
Vision MU  30000                                   8601540-016 $ 900,000    ***      ***      ***
</TABLE>
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS
<TABLE>
<CAPTION>

                                                                US        ADP      ADP      10%
Description                                      Part Number  Retail   Discount % Price   Maint.
---------------------------------------------------------------------------------------
<C>                                             <S>         <S>          <S>      <S>      <S>
8.  Vision Plus
VisionPlus SU     500                           8601537-001  $ 15,000    ***      ***      ***
VisionPlus SU   1000                            8601537-002  $ 30,000    ***      ***      ***
VisionPlus SU   1500                            8601537-003  $ 45,000    ***      ***      ***
VisionPlus SU   2000                            8601537-004  $ 60,000    ***      ***      ***
VisionPlus SU   3000                            8601537-005  $ 90,000    ***      ***      ***
VisionPlus SU   4000                            8601537-006 $ 120,000    ***      ***      ***
VisionPlus SU   5000                            8601537-007 $ 150,000    ***      ***      ***
VisionPlus SU   6000                            8601537-008 $ 180,000    ***      ***      ***
VisionPlus SU   7500                            8601537-009 $ 225,000    ***      ***      ***
VisionPlus SU  10000                            8601537-010 $ 300,000    ***      ***      ***
VisionPlus SU  12000                            8601537-011 $ 360,000    ***      ***      ***
VisionPlus SU  15000                            8601537-012 $ 450,000    ***      ***      ***
VisionPlus SU  17500                            8601537-013 $ 525,000    ***      ***      ***
VisionPlus SU  20000                            8601537-014 $ 600,000    ***      ***      ***
VisionPlus SU  25000                            8601537-015 $ 750,000    ***      ***      ***
VisionPlus SU  30000                            8601537-016 $ 900,000    ***      ***      ***

VisionPlus MU     500                           8601538-001  $ 22,500    ***      ***      ***
VisionPlus MU   1000                            8601538-002  $ 45,000    ***      ***      ***
VisionPlus MU   1500                            8601538-003  $ 67,500    ***      ***      ***
VisionPlus MU   2000                            8601538-004  $ 90,000    ***      ***      ***
VisionPlus MU   3000                            8601538-005 $ 135,000    ***      ***      ***
VisionPlus MU   4000                            8601538-006 $ 180,000    ***      ***      ***
VisionPlus MU   5000                            8601538-007 $ 225,000    ***      ***      ***
VisionPlus MU   6000                            8601538-008 $ 270,000    ***      ***      ***
VisionPlus MU   7500                            8601538-009 $ 337,500    ***      ***      ***
VisionPlus MU  10000                            8601538-010 $ 450,000    ***      ***      ***
VisionPlus MU  12000                            8601538-011 $ 540,000    ***      ***      ***
VisionPlus MU  15000                            8601538-012 $ 675,000    ***      ***      ***
VisionPlus MU  17500                            8601538-013 $ 787,500    ***      ***      ***
VisionPlus MU  20000                            8601538-014 $ 900,000    ***      ***      ***
VisionPlus MU  25000                            8601538-015 $ 1,125,000  ***      ***      ***
VisionPlus MU  30000                            8601538-016 $ 1,350,000  ***      ***      ***

Vision, VisionPlus and Decisions:
SuperUser Seat License*                         9990013-065     $ 500    ***      ***      ***
Concurrent Session License*                     9990013-066     $ 250    ***      ***      ***
Additional Client License Crystal Reports       9990013-041     $ 350    ***      ***      ***
<FN>

*Multi-user licenses come with one superuser seat and up to 5 concurrent sessions.
DESCRIPTION: Vision and Vision Plus (also called Visionware) is a labor decision
support solution that allows  healthcare  organizations to manage labor needs by
helping them with mix and usage, labor distribution, productivity monitoring and
flexible  budgeting.  The differences  between Vision and Vision Plus are in the
reports offered.
</FN>

9.  Teletime Software
WF TELETIME V3.0,ADP,4 PORTS                    8601561-101             ***      ***
WF TELETIME V3.0,ADP,8 PORTS                    8601561-102             ***      ***
WF TELETIME V3.0,ADP,12 PORTS                   8601561-103             ***      ***
WF TELETIME V3.0,ADP,16 PORTS                   8601561-104             ***      ***
WF TELETIME V3.0,ADP,20 PORTS                   8601561-105             ***      ***
WF TELETIME V3.0,ADP,24 PORTS                   8601561-106             ***      ***
WF TELETIME V3.0,ADP,36 PORTS                   8601561-107             ***      ***
WF TELETIME V3.0,ADP,48 PORTS                   8601561-108             ***      ***
</TABLE>

NOTE: There is no US Retail price for Teletime because Kronos prices Teletime as
a bundled  offering with  software and  hardware.  The Teletime ADP Price is for
software  only.  DESCRIPTION:  An  interactive  voice  response  system  using a
telephone that acts as an alternative data collection  device for remote workers
who do not have access to a Timekeeper terminal.

EXHIBIT C-2 NOTES:
NOTE:  If ADP wants to upgrade a customer to a higher user and  employee  level,
ADP shall pay the  difference  between  the  original  price paid (for users and
employee  levels)  and the new  price  for the  increased  number  of users  and
employees.

NOTE: ADP and Kronos understand and agree that if in the future, Kronos utilizes
3rd party products  within WFC, we will need to agree upon the license fees paid
to Kronos by ADP to cover the fees associated with the 3rd party products.  This
will be the same process we followed for determining the TKC Sybase license fees
that ADP pays to Kronos.

NOTE: Any description of any product  included herein is only for  informational
purposes at the time of signing of the  Restated  Agreement,  and does not imply
that future  releases/modules will maintain the same description provided within
this Exhibit.
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

                                   EXHIBIT F-1
             Hardware Maintenance Prices and Description of Services


The prices in the  Description  of Services below reflect prices in effect until
July 1, 2000. The prices in price chart below shall be substituted,  as and when
applicable,  for the prices  specified in the Description of Services below. The
parties  agree to  reasonably  negotiate  the  applicable  price  increase to be
effective July 1, 2002,  based upon prices then in effect.  If either party does
not desire to have Kronos continue to perform the maintenance  described herein,
that party shall give the other party  ninety (90) days advance  written  notice
prior to July 1 of the  applicable  year.  In addition,  if at any time during a
year,  ADP  believes  the  Maintenance  provided by Kronos  fails to satisfy the
description  herein,  ADP agrees to provide  Kronos with written  notice of such
failure(s),  and give Kronos ninety (90) days to correct such failure. If Kronos
fails to correct such failure(s) by the end of such ninety (90) day period,  ADP
may terminate the engagement of Kronos to perform maintenance services,  subject
to the requirements of Section 11 of the Restated Agreement.

ADP HARDWARE SERVICES PRICES
<TABLE>
<CAPTION>


                                                     Price                     Prices                    Prices
                                                     Until                  July 1, 2000              July 1, 2001
                 Service                         June 30, 2000                   to                        to
                                                                           June 30, 2001             June 30, 2002
------------------------------------------ -------------------------- ------------------------- -------------------------
<C>                                                  <S>                       <S>                       <S>
On-site Service Call                                 *****                     *****                     *****

Repair and Replacement                               *****                     *****                     *****

Peripheral Part Replacement                          *****                     *****                     *****


Installation of First Clock                          *****                     *****                     *****

Each additional clock install per                    *****                     *****                     *****
location on same trip

De-Installation of First clock                       *****                     *****                     *****

Each additional clock de-install per                 *****                     *****                     *****
location on same trip

Move of First clock                                  *****                     *****                     *****

Each additional clock move per location              *****                     *****                     *****
on same trip

Dead Run                                             *****                     *****                     *****

Depot Exchange per incident                          *****                     *****                     *****
</TABLE>

<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

Terms

o    Above  service and pricing is for the 400 Clock  Series.  100 Series Clocks
     are serviced only though the Kronos Repair  Center  (Depot  Exchange).  The
     pricing  and  services  descriptions  here do not  apply to the  Millennium
     terminal.
o    Penalty/Bonus  clause for response  times  variations  for on-site  service
     calls.  All  penalty/bonus  provisions  apply only to the one  business day
     within 150 mile radius described below:
o        Kronos will pay ADP *****if the average  response  time falls below 80%
         for a given quarter.  If Kronos' average response time exceeds 85%, ADP
         will pay $4,800 to Kronos for a given quarter.
o As of July 1, 2000, the Penalty/Bonus Clause changes to:
o for response  times  averaging  less than 60%,  Kronos pays ADP ***** for that
quarter o for response times averaging 60% to 69%, Kronos pays ADP *****for that
quarter o for response  times  averaging  70% to 79%,  Kronos pays ADP ***** for
that  quarter  o  for  response  times   averaging  80%  to  85%,  there  is  no
penalty/bonus  paid to Kronos or ADP o for response times averaging greater than
85%, ADP pays Kronos a bonus of $5,000 for that quarter o On-Site Service Call:
o        Request must be received from ADP help desk between 8:00 A.M. to
         8:00 P.M. EST, Monday-Friday, Kronos holidays excluded.
o Service Technician will respond in one business day within a 150 mile radius o
Beyond 150 miles,  the service will be through the Kronos  Repair  Center (Depot
Exchange). If ADP
              specifically  requests  on-site  services  outside  the  150  mile
              radius, Kronos will make reasonable efforts not to exceed five (5)
              business days response time.
o        Clock Installation:
o        Request must be received from ADP help desk between 8:00 A.M. to
         8:00 P.M. EST, Monday-Friday, Kronos holidays excluded.
o        Clock De-Installation:
o        Request must be received from ADP help desk between 8:00 A.M. to
         8:00 P.M. EST, Monday-Friday, Kronos holidays excluded.
o        Clock Move:
o        Request must be received from ADP help desk between 8:00 A.M. to
         8:00 P.M. EST, Monday-Friday, Kronos holidays excluded.
o        Clock Dead Run:
o             ADP will pay the associated fee if a Service  Representative  goes
              on-site in response to a service call and the ADP customer refuses
              the service for any reason.
o        ADP must have initiated the service request.
o        Clock Repair Center (Depot Exchange):
o        Request must be received from ADP from 8:00 A.M. to 8:00 P.M. EST,
         Monday-Friday, Kronos holidays excluded.
o        Applies to clocks outside the 150 mile radius
<PAGE>

           CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

o        ADP is required to own the field inventory for  replacement  clocks and
         spare  parts  but  Kronos  shall  bear the risk of loss for such  field
         inventory,  so long  as it is in  Kronos'  custody.  Based  upon  ADP's
         installed base of approximately 16,000 clocks,  Kronos recommended that
         ADP have 360-400  clocks for adequate  field  inventory.  ADP agrees to
         notify Kronos in writing if the installed base of clocks goes up 20% or
         greater,  so that Kronos can  appropriately  adjust its field inventory
         recommendation.
o        ADP's services billings must equal or exceed ***** for any quarter.  If
         ADP  does not pay  Kronos  at  least  *****  for  actual  services  (as
         described in this  Exhibit F-1) in a quarter,  ADP agrees to pay Kronos
         an amount  sufficient to bring the total paid for services to ***** for
         that quarter.  Kronos will invoice ADP for, and ADP will pay Kronos any
         such amounts within 30 days after the end of the applicable quarter.
o        The prices herein are only offered as a complete  services  package and
         are not available as separately priced items.
o        Kronos does not provide on-site support for the RSI hand punch devices.
o        The services  descriptions  and pricing above is applicable only in the
         continental  United  States.   For  Canada,   only  depot  exchange  is
         applicable.


DESCRIPTION OF SERVICES  -  NOTE:  PRICES STATED HEREIN ARE APPLICABLE ONLY
UNTIL JUNE 30, 2000.  PRICES IN THE CHART ABOVE SHALL REPLACE THESE PRICES ON
THE APPLICABLE DATES.

On-Site Per Incident Pricing:

On-site  service for Kronos TK 400's is priced on a per  incident  basis to ADP.
For every  service  call  dispatched  by ADP's  help desk to a Kronos  dealer or
district office there will be a fee of ***** to go on-site.  If it is determined
at that call that a part needs to be replaced,  a Field  Replaceable  Unit (FRU)
will be exchanged  for an additional  *****.  This  **********  will include the
repair, replacement, and refurbishment through the Kronos repair center. If it's
determined  that the FRU is not  defective  in the  Kronos  Repair  Center,  the
*****charge  to ADP for repair will be waived.  If it is determined at that call
that a peripheral  part needs to be replaced (i.e.  internal  modem,  I/O board,
Bell Relay) a Field  Replaceable  Unit (FRU) will be exchanged for an additional
*****. This ***** will include the replacement through the Kronos Repair Center.
If it is  determined  that the  peripheral  part is not  defective in the Kronos
Repair  Center,  the *****  charge to ADP for repair will be waived.  The Kronos
dealer or district service representative will be expected to have the necessary
parts to repair  the unit when they  arrive  for the  service  call.  The Kronos
dealer or  district  service  representative  will  give  their  best  effort to
reprogram  the  clock to the  state it was  before  the  malfunction.  The *****
on-site cost will be waived for any additional  on-site call that is a result of
a service  representative  not having the correct  part to resolve the  original
service call.

         On-Site Cost                                                  *****
         Repair and Replacement Cost                                   *****
         Peripheral Part Replacement Cost                              *****
<PAGE>

          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS



Clock Installation Pricing:
On-site  installation for Kronos TK 400's is priced on a per installation  basis
to ADP. For every  installation  dispatched  by ADP to Kronos dealer or district
office there will be a fee of ***** for the first clock  installed and ***** for
each  additional  clock  installed in the same  location on the same trip. If an
installation  has  remote  locations  they will be priced at ***** for the first
clock  installed  and ***** for each  additional  clock  installed  in that same
remote  location on the same trip. If an additional  install is requested in the
future which would require a separate trip, that  installation  would be charged
at ***** for the first  clock  installed  and  *****for  each  additional  clock
installed.

         Install of First Clock                                          *****
         Install of each additional clock (on the same trip)             *****

De-Installation Pricing:
On-site de-installation for TK 400's is priced on a per de-installation basis to
ADP. For every de-installation  dispatched by ADP to a Kronos dealer or district
office  there will be an on-site fee of ***** for the first  clock  de-installed
and ***** for each additional  de-install in the same location on the same trip.
If a de-installation has remote locations,  they will be priced at ***** for the
first clock de-installed and ***** for each additional clock in that same remote
location on the same trip.  If an  additional  de-install  is  requested  in the
future  which  would  require a separate  trip,  that  de-installation  would be
charged at ***** for the first clock  de-installed and ***** for each additional
clock  de-installed on the same trip. The clocks that are  de-installed  will be
shipped to the Kronos repair center to be refurbished for *****

         De-installation of First Clock                                  *****
         De-installation of each additional Clock (on the same trip)     *****

Clock Move Pricing:
On-site moves for TK 400's are priced on a per move basis to ADP. For every move
of a clock dispatched by ADP to a Kronos dealer or district office there will be
a fee of ***** for the first  clock  moved and ***** for each  additional  clock
moved in the same  location  on the same  trip.  The  pricing  is  similar to an
install  due to the same time and  service  requirements.  The Kronos  dealer or
district  service  representative  will give their best effort to reprogram  the
clock to its  originate  state  before it was moved.  If a clock move has remote
locations,  they will be priced at ***** for the first clock moved and ***** for
each additional clock moved in that same remote location on the same trip. If an
additional  clock move is requested in the future which would require a separate
trip,  that clock move would be charged at ***** for the first  clock  moved and
***** for each additional clock moved on the same trip.

         Move of First Clock                                             *****
         Move of each additional Clock (on the same trip)                *****
<PAGE>
          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

Dead Run Pricing:
ADP will be billed ***** if a Kronos  district or dealer service  representative
goes on-site to a service call or an implementation and the customer refuses the
service for any  reason.  This  service  call or  implementation  must have been
initiated by ADP to go on-site.

         Dead Run Cost          *****


Depot Exchange:
Kronos will ship a replacement unit to a customer via next day service,  for all
calls received prior to 3:30 P.M. Eastern Standard Time,  Monday-Friday,  Kronos
holidays  excluded.  All calls received after 3:30 P.M.  Eastern  Standard Time,
Monday-Friday,  Kronos  holidays  excluded,  will be  shipped  on the  following
business  day.  ADP's help desk is required to validate the problem in question.
All Hardware shipped from the Depot Center is at the latest revision, and Kronos
pays freight both ways.  A prepaid UPS shipping  document is included  with each
shipment.  The ADP  customer is required to return the failed clock to Kronos in
the same container and packaging in which the replacement was sent.  Kronos will
give a 30 day  timeframe for clocks to be returned from the ADP customers to the
Kronos repair center. After the 30 days, ADP will be invoiced for, and agrees to
pay,  the full price of the  clock.  It will be ADP's  responsibility  to manage
clock returns after the 30 day timeframe.

         Depot Exchange Cost    *****
<PAGE>


  CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


                                   EXHIBIT F-2


1)   Testing.  All records of  inspections  and tests of  Hardware  will be made
     available to ADP for review during regular  business hours upon  reasonable
     prior  notice.  ADP or its  designee  shall  also have the right to witness
     Kronos' inspections and tests during regular business hours upon reasonable
     prior notice.

2)       Spare Parts.

a)       For a period of *********  years after the date of the last shipment of
         Hardware under the Restated  Agreement,  Kronos shall make commercially
         obtainable  spare parts for the Hardware  available to ADP if available
         through  Kronos'  suppliers,  and if  Kronos  makes  such  spare  parts
         available  to its own  customers  and  dealers.  During the term of the
         Restated  Agreement,  spare  parts shall be priced in  accordance  with
         Kronos' ******** spare parts price list. Thereafter,  spare parts shall
         be priced at Kronos' then effective price.
b)       (i) Orders for spare  parts  placed on a "rush"  basis and  received by
         Kronos on or before 12:00 noon eastern  standard  time,  Monday through
         Friday, exclusive of Kronos holidays, will be shipped to ADP on the day
         the order is received, so long as the spare part is in Kronos' stock at
         the time the order is placed.  Kronos  will  charge ADP $50.00 for each
         rush  order  processed.  (ii)  Orders  for  in-stock  spare  parts  not
         designated  as  "rush"  ordered  by ADP  will be  shipped  on the  next
         business day.

3.       Installation, Acceptance and Quality Control

(a)      Kronos shall assemble and test all Hardware at its own expense prior to
         shipment to ADP or ADP Clients.
(b)      If at any time ADP can document that a greater than 5% failure rate on
         Hardware is experienced by ADP
         or any ADP Client in any sequential 100 items of Hardware  delivered or
         in Hardware delivered during any consecutive three month period, Kronos
         shall, at ADP's option and promptly after ADP's demand therefore:
(i)      supply  on-site  technical  support at ADP's  designated  locations  to
         repair  all  Hardware  at no charge to ADP.  If  Kronos  provides  such
         on-site  support  and  it  is  determined  that  the  Hardware  is  not
         defective,  ADP shall  pay for the  related  service  calls at the then
         existing standard rate for such service; and/or
(ii)     perform a quality audit at Kronos' factory; and/or
(iii)    permit  ADP to return  all  affected  Hardware  and all other  Hardware
         delivered  during the period such problems were  experienced to Kronos'
         factory  for  either  repair or  replacement  at no charge to ADP,  and
         Kronos shall pay all shipment costs both to and from Kronos' factory.

         The date ADP and Kronos mutually agree that such quality  problems have
         been cured by Kronos shall be the date ADP executes an  acceptance on a
         written notice from Kronos notifying ADP of such cure, which acceptance
         shall  not be  unreasonably  withheld.  The  warranty  period  for  all
         Hardware  of the same model  designation  delivered  during a period of
         quality  problems  shall be  extended  by an  amount  equal to any cure
         period taken by Kronos pursuant to this Section 3(b).

     (c) ADP will install or arrange for the installation of the Hardware at its
         final destination at its cost and expense, if any.

4.       Hardware Changes

a)   Kronos,  at no charge to ADP, reserves the right upon 30 days prior written
     notice to ADP,  at any time  prior to  delivery  of any  Hardware,  to make
     changes to the  Hardware or any  component  modules (i) which do not affect
     physical or functional  interchangeability  or compatibility or performance
     at a higher  level of  assembly,  or (ii) when  required  for  purposes  of
     safety, or (iii) to meet Kronos' product specifications,  provided, that in
     the case of changes  for  purposes  of safety or to meet  Kronos'  products
     specifications,  such changes shall not affect the  Hardware's  physical or
     functional  interchangeability  or compatibility or performance at a higher
     level  of  assembly,  and  provided  further,  that in  each  of the  above
     instances  Kronos  will  supply  ADP with  engineering  documentation  with
     respect to such changes.  In no event shall such engineering  documentation
     be  provided  by ADP to any third  party.  All  Hardware  of the same model
     designation  purchased  by  ADP  hereunder  shall  be  interchangeable  and
     compatible  or, if such  Hardware  is not  interchangeable  or  compatible,
     Kronos agrees that it will, at its option,  either (i) provide supplemental
     spare parts or subassemblies to ADP sufficient to maintain the new Hardware
     at no  charge  to ADP,  or (ii)  make all such  changes  to the  previously
     delivered Hardware so as to retrofit such Hardware, at no charge to ADP.

b)       Although  Kronos shall be under no obligation to do so, ADP may request
         that  Kronos  make  changes  in  specifications,   capabilities  and/or
         configuration to the Hardware provided that:
i)       ADP requests such changes in writing not less than 90 days in advance;
         and
ii)      any reasonable delay in delivery of the Hardware resulting from the
         implementation of such changes shall not constitute a breach hereunder;
         and
iii)     ADP pays the cost of any such changes.

c)       Kronos  agrees  to  advise  ADP,  as  promptly  as  practicable   after
         announcement of any safety changes to any Hardware previously purchased
         by ADP,  and to  deliver to ADP,  without  cost to ADP (so long as such
         safety  changes are generally made available by Kronos to its customers
         on a no charge basis),  all parts necessary to make such safety changes
         so as to maintain the Hardware at its then most current  safety  level.
         If ADP  requests  installation  of a safety  change by Kronos for which
         Kronos charges its customers,  Kronos  reserves the right to charge ADP
         for such services.
<PAGE>

5.       Field Change Order

a)       If any changes,  other than changes for the purpose of safety which are
         covered in Section 4 (c), are in Kronos' reasonable  opinion,  required
         in order to make any Hardware sold hereunder  operate correctly or meet
         the agreed upon  specifications or comply with the warranties set forth
         in this Agreement, Kronos shall correct any such deficiency and provide
         ADP with adequate notice of such change in accordance with its existing
         dealer  notification  process.  In the  event of Kronos  making  such a
         change,  at its  option,  Kronos may direct the ADP  Clients  using the
         Hardware to return the  Hardware to Kronos,  at Kronos'  cost,  so that
         Kronos may install such change.

b)       In addition,  it is  recognized  by the parties that there may be other
         changes which are  designated to improve the efficiency of the Hardware
         which are optional  field change  orders.  Within 120 days after formal
         issuance of any such change,  Kronos  shall make kits of materials  and
         documentation  available  to ADP.  Such  materials  and  documentation,
         together with the cost of implementing any change, shall be invoiced by
         Kronos to ADP at the then appropriate Kronos dealer price applicable to
         the unit to which such change order applies.

6.       Hardware Documentation

a)       Kronos  shall  supply a set of  Operating  Manuals  with  each  unit of
         Hardware shipped hereunder at no charge to ADP. ADP may, at its option,
         purchase  additional sets of the Operating  Manuals at the then current
         standard dealer price.

b)       Kronos shall provide ADP with up to six complete sets of the applicable
         technical service  documentation  (including  diagnostic software) each
         year for the  duration  of this  Agreement  at no charge  to ADP.  Each
         additional set will be at a cost to be agreed to by Kronos and ADP. ADP
         may reproduce service documentation, at no charge. Kronos shall put ADP
         on automatic  distribution of all service  documentation  at no cost to
         ADP. Kronos will also provide current information on any new or revised
         course  materials  and  provide  copies of new  materials  or aids upon
         request at Kronos' cost.

c)       It is understood  and agreed that all Hardware  Documentation  provided
         under this Section 6 (including,  but not limited to Operating Manuals,
         technical service documentation, diagnostic software and new or revised
         course  materials) shall constitute the Confidential  Information under
         the Restated Agreement.
<PAGE>


          CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS


                                    EXHIBIT G

             Procedure for Return/Refurbishment of Certain Hardware


1.   This Procedure only applies to the 400 series and 140's,  and 144 Hardware.
     The Procedure  does not apply to the 150 series  Hardware,  the  Millennium
     terminal,  or any other  Hardware.  In  connection  with the release of the
     Millennium series Hardware, Kronos will negotiate in good faith with ADP to
     develop  a  procedure  for the  refurbishment  of such  Hardware,  or shall
     develop with ADP an  alternative  method  enabling  ADP to  refurbish  such
     Hardware.
2.   This  Procedure  applies  when ADP or an ADP  Customer  returns a  Hardware
     terminal to Kronos  requesting  refurbishment  for any reason,  except that
     this Procedure  does not apply when Hardware  Maintenance is required under
     Exhibit F-1.
3.   Upon the  return of a  terminal  to which this  Procedure  applies,  Kronos
     agrees to refurbish  that  terminal and place it into an inventory for ADP.
     New Hardware orders from ADP will be filled through this inventory and will
     be at the prices specified in Exhibit B of the Restated Agreement.
4.   ADP will pay Kronos a refurbishing fee of *****for each 400 series terminal
     and *****for  each 140 series  terminal.  In addition,  Kronos will issue a
     credit to ADP of an amount equal to the then current  selling  price of the
     applicable terminal.
5.   Kronos will not refurbish, or grant ADP any credit for, any terminal on
     which the main board has been damaged.
6.   Kronos reserves the right to modify or discontinue this Procedure at any
     time, upon six (6) months advance written notice to ADP.
7.   When Kronos  discontinues  the sale of the 400 series  Hardware,  ADP shall
     purchase  within six (6) months all  terminals  which have been placed into
     the inventory for ADP under Section 3 above,  and Kronos reserves the right
     to discontinue this Procedure for such discontinued Hardware.
<PAGE>



                                     ANNEX I


                              ADP SOFTWARE LICENSE

CAREFULLY READ ALL OF THE TERMS AND  CONDITIONS OF THIS LICENSE BEFORE  BREAKING
THE SEAL OF THE MEDIA.  OPENING THE MEDIA  CONSTITUTES  ACCEPTANCE OF ALL OF THE
TERMS AND  CONDITIONS  OF THIS  LICENSE.  If you do not agree to these terms and
conditions, you may return the media and the other components of this product to
the place from which you  acquired  it and  obtain a refund.  No refund  will be
given if the seal has been broken on the media.

The  Software  is the  licensed  and/or  owned  property  of, and  embodies  the
proprietary trade secret technology of ADP and/or its licensor. Unauthorized use
and copying of such Software is prohibited by law,  including  United States and
foreign  copyright  law.  The  price  you pay to ADP  for a copy of the  program
constitutes  a license  fee that  entitles  you to use the  program as set forth
below and if you  discontinue  paying  ADP,  the license is  terminated  and the
provisions of F. below shall apply.

License Terms. ADP grants to Customer a non-exclusive,  nontransferable  License
to use the Software included in this package (the "Software").  This License may
be terminated by ADP by written  notice to Customer upon any material  breach by
Customer.  This  License  is  subject  to all of the  terms  of this  Agreement,
including those set forth below:

A.   Customer  recognizes  and agrees  that the  license to use the  Software is
     limited,  based  upon the  amount  of the  license  fee  paid by  Customer.
     Limitations  may include the number of  employees,  simultaneous  or active
     users, product modules,  features,  computer model and serial number and/or
     the number of terminals to which the Software is permitted to be connected.
     Customer  agrees to: 1) use the Software  only for the number of employees,
     simultaneous  or active  users,  computer  model and serial  number  and/or
     terminals  permitted by the applicable license fee; 2) use only the product
     modules and/or features permitted by the applicable license fee; and 3) use
     the Software only in support of Customer's  own business.  Customer  agrees
     not to increase  the number of  employees,  simultaneous  or active  users,
     terminals,  product  modules,  or  features,  or to upgrade  the model,  as
     applicable,  unless and until  Customer  pays the  applicable  fee for such
     increase or upgrade.  Customer may not relicense or sublicense the Software
     to, or  otherwise  permit use of the  Software  (including  timesharing  or
     networking use) by any third party. Customer may not provide service bureau
     or other data processing services that make use of the Software without the
     express  prior  written  consent  of ADP.  Customer  may  use any  embedded
     database or remote support  software only in conjunction  with ADP products
     and services.

B.       Customer may use the computer  programs  included in the Software  (the
         "Programs")  in object code form only,  and shall not reverse  compile,
         disassemble  or  otherwise  convert the  Programs  into  uncompiled  or
         unassembled code.

C.       Customer may copy the Programs only as reasonably necessary to load and
         execute  the  Programs  and for  backup  purposes.  All  copies  of the
         Programs or any part  thereof,  whether in printed or machine  readable
         form and whether on storage media or otherwise, are the licensed and/or
         owned property of ADP and are subject to all the terms of this License,
         and all  copies  of the  Programs  or any  part of the  Programs  shall
         include the copyright and proprietary  rights notices  contained in the
         Programs as delivered to the Customer.
<PAGE>

D.       Customer may not sell, assign, convey, or otherwise transfer the
         Software to any third party without the prior written consent of ADP.

E.       In the event that ADP supplies updates, corrections, modifications, new
         versions or new releases of the Software,  (collectively referred to as
         "Updates"),  such  Updates  shall  be  part  of the  Software  and  the
         provisions  of this  License  shall  apply to such  Updates  and to the
         Software as modified  thereby.  If an Update is provided,  Customer may
         utilize  either the Update or prior version of the Software,  but never
         both at the same time.

F.       Customer may terminate this License at any time by returning to ADP the
         original  copy of the Software and  destroying  all other copies of the
         Software.  Upon termination of this License by ADP,  Customer will also
         return the original Software to ADP and destroy all other copies of the
         Software.

G.       Customer  shall be solely  responsible  for  compliance  with any laws,
         rules and regulations  governing the export of the Software outside the
         U.S.. Customer shall not export or re-export the Software,  directly or
         indirectly,  without first  obtaining the written  approval or required
         license from the U.S. Department of Commerce or any other agency of the
         U.S.  Government  having   jurisdiction  over  such  transaction.   The
         assurances in this Section shall survive termination of this License.


Limited Warranty.  ADP warrants to Customer that the media on which the Programs
are recorded shall be free from defects in materials or manufacture under normal
use for a period of 90 days from the date of  shipment  of the  media.  Programs
found to have a defect in the media will be replaced at no charge to Customer if
returned to ADP within such 90 day period.  If the defect results from accident,
abuse or  mishandling or Customer's  failure to provide a suitable  installation
environment, ADP will have no responsibility to replace the media.

EXCEPT AS PROVIDED ABOVE, THE SOFTWARE, INCLUDING DOCUMENTATION, IS PROVIDED "AS
IS" AND NO WARRANTY OF ANY KIND,  INCLUDING  BUT NOT LIMITED TO ANY  WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE BY OR AUTHORIZED TO
BE MADE ON BEHALF OF ADP.  CUSTOMER  ASSUMES  THE ENTIRE  RISK OF THE RESULTS OF
PERFORMANCE OF THE SOFTWARE OR OF THE FAILURE OF THE SOFTWARE TO PERFORM.

Limitation  of  Liability.  ADP's entire  liability  to Customer and  Customer's
exclusive  remedy shall be replacement of defective  media as provided above, or
if ADP is  unable  to  deliver  a  replacement  that is free of  media  defects,
Customer may terminate this Agreement and receive a refund of the License fee.

IN NO EVENT WILL ADP BE LIABLE FOR ANY  DAMAGES,  INCLUDING  LOST PROFITS OR ANY
SPECIAL,  INDIRECT,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES,  ARISING OUT OF THIS
LICENSE OR THE USE OR INABILITY TO USE THE SOFTWARE,  WHETHER CLAIMED UNDER THIS
LICENSE OR OTHERWISE.
<PAGE>

Nondisclosure.  The Programs,  terms, pricing and all information  identified as
confidential  under  this  Agreement  are  considered  confidential  information
("Confidential   Information").   Confidential  Information  shall  not  include
information  that: a) becomes part of the public domain  without  breach of this
Agreement by Customer; b) has been published or is generally known to the public
at the  time of its  disclosure  to  Customer;  c) was at the  time  of  receipt
otherwise  lawfully  known to  Customer;  or d) is  disclosed  with the  written
approval of ADP. Customer agrees not to make Confidential  Information available
in any form to any third party and not to use  Confidential  Information for any
purpose other than the implementation of this Agreement. Customer agrees to take
all reasonable steps to ensure that Confidential Information is not disclosed in
violation of the terms of this Agreement.

U.  S.  Government   Restricted  Rights.  The  Software  and  written  materials
accompanying the Software are provided with RESTRICTED RIGHTS. Use, duplication,
or  disclosure  by the  Government  is  subject  to  restrictions  set  forth in
subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer  Software
clause at DFARS  252.227-7013 or subparagraphs  (c)(1) and (2) of the Commercial
Computer Software Restricted Rights 48 CFR 52.227-19, as applicable.  Contractor
is ADP,  Inc.,  1 ADP  Boulevard,  Roseland,  NJ 07643.  Manufacturer  is Kronos
Incorporated,  297  Billerica  Road,  Chelmsford,  Massachusetts  01824.  Kronos
reserves all rights under the copyright laws of the United States.

General. No action, regardless of form, may be brought by either party more than
one (1) year after the cause of action  has  arisen,  except  that an action for
non-payment may be brought by ADP within two (2) years after the last payment by
Customer.

This License Agreement shall be governed by the laws of the State of New Jersey.
<PAGE>

                                   Annex III


Automatic Data Processing, Inc.                                   TO BE
                                                                  PREPARED AND
One ADP Boulevard                                                 SIGNED IN
                                                                  DUPLICATE
Roseland, New Jersey  07868



         For good and valuable  consideration,  the  sufficiency  and receipt of
which is hereby acknowledged, I agree with you that:

         1. (a) During and at any time after my employment  with  Automatic Data
Processing,  Inc.  and/or  any of its  divisions,  subsidiaries  and  affiliates
(collectively  "ADP"), I shall not use, or disclose to any person,  corporation,
partnership  or other entity  whatsoever  any  confidential  information,  trade
secrets, and proprietary information of ADP, its vendors,  licensors,  marketing
partners,  or any of its  clients  (including,  but not  limited  to,  (i) ADP's
business methods, procedures, pricing and marketing structure and strategy which
are not publicly available and which I did not learn from a public source,  (ii)
ADP's  source  and  object  codes,   computer   screens,   programs  and  forms,
experimental or research work,  methods,  processes,  formulas or drawings,  and
(iii) the names, addresses and business activities of ADP's current,  former and
prospective  clients,  and/or ADP's and ADP's  current,  former and  prospective
clients' employees) learned by me at any time during my employment with ADP.

(b)                        Upon  ceasing  to  be  an  ADP   employee,   I  shall
                           immediately return all documents and notes (including
                           all copies  thereof) of any and all  information  and
                           materials  belonging  or relating to ADP  (whether or
                           not  such  materials  were  prepared  by  ADP,  me or
                           another  person)  and which are in my  possession  or
                           over which I exercise any control.

(c)                        I  agree  that  my  violation  of  any  provision  of
                           Paragraph 1(a) above will cause irreparable injury to
                           ADP. Accordingly,  ADP shall be entitled, in addition
                           to any other  rights and  remedies it may have at law
                           or  in  equity,   to  an  injunction   enjoining  and
                           restraining  me  from  violating,  or  continuing  to
                           violate, any such provision.

         2.  I  understand  and agree that ADP shall  have  exclusive  rights to
         anything  relating  to ADP's actual or prospective business which I
         conceive or work on while employed by ADP.  Accordingly:

(a)                        I shall promptly and fully disclose all such items to
                           ADP and will not  disclose  such  items to any  other
                           person  or  entity  (other  than   employees  of  ADP
                           authorized to review such information), without ADP's
                           prior consent;

(b)      I shall  maintain on ADP's  behalf and  surrender  to ADP upon  ceasing
         to be an ADP  employee all written records regarding all such items;

(c)                        I  shall,   but  without  personal   expense,   fully
                           cooperate with ADP and execute all papers and perform
                           all acts  requested by ADP to  establish,  confirm or
                           protect  its  exclusive  rights  in such  items or to
                           enable  it to  transfer  legal  title to such  items,
                           together  with any patents,  copyrights,  trademarks,
                           service  marks and/or trade names that may be applied
                           for and/or issued;

(d)                        I shall, but without personal  expense,  provide such
                           information  and true  testimony  as ADP may  request
                           regarding such items including,  without  limitation,
                           items  which I neither  conceived  nor  worked on but
                           regarding  which  I  have  knowledge  because  of  my
                           employment by ADP; and

(e)                        I hereby assign to ADP, its  successors  and assigns,
                           exclusive  right,  title and  interest  in and to all
                           such  items  including,   without   limitation,   any
                           patents, copyrights, trademarks, service marks and/or
                           trade names which have been, or may be, issued.

         3. I understand and agree that I am employed on an at-will basis. As an
at-will employee,  I understand and agree that either ADP or I can terminate our
employment  relationship  at any time for any  reason,  with or without  advance
notice and with or without cause. I understand and agree that, although over the
course of my employment, other terms and conditions of my employment may change,
the at-will term of my  employment  will not change.  I  understand  that no one
other than the Chief Executive  Officer of ADP may enter into any agreement with
me contrary to the  foregoing and that any such  contrary  agreement  must be in
writing and signed by the Chief Executive Officer.

         4. All notices  shall be sent to the parties by certified or registered
mail at the  addresses  set forth  herein,  Attention,  in the case of ADP, Vice
President,  Human  Resources,  or to any changed  address  which may be given in
writing  hereafter.  All notices to ADP shall also  include a copy to ADP at One
ADP Boulevard, Roseland, New Jersey 07068, Attention: General Counsel.

         5.  If any  provision  of this  Agreement  is  held  to be  invalid  or
unenforceable,  the balance of this Agreement shall remain in effect, and if any
provision is inapplicable  to any person or  circumstance it shall  nevertheless
remain applicable to all other persons and circumstances.
                                                              Very truly yours,


                                                  ------------------------------
                                                      (Signature of Employee)
ACCEPTED AND AGREED:                       Date:  ______________________________
AUTOMATIC DATA PROCESSING, INC.                         (print or type)
                                          Name of
                                          Employee:  ___________________________
                                                       (print or type)
By:     /s/ Fred S. Lafer                 Address of
 Fred S. Lafer, Senior Vice President     Employee:  ___________________________
                                                      (print or type)

9711 (6-92) Printed in U.S.A.          (C) 1992 Automatic Data Processing, Inc.
<PAGE>


                           Annex IV
                                                             TO BE PREPARED AND
                                                             SIGNED IN DUPLICATE

                         PROFESSIONAL SERVICES AGREEMENT
         Gentlemen:

         This will confirm our  agreements  with  respect to you  ("Consultant")
         furnishing  us  ("ADP")  with  the  services  of  qualified   personnel
         ("Personnel"), subject to the terms and conditions set forth below. ADP
         and Consultant agrees as follows:
1.       SERVICES.
(a)               In accordance with the terms and conditions of this Agreement,
                  Exhibit A hereto and such supplements to this Agreement as may
                  from  time to  time be  signed  by ADP  and  Consultant  (such
                  Exhibit  A  and  supplements  being  hereinafter  collectively
                  referred to as the  "Supplements").  Consultant  shall furnish
                  ADP with  qualified  Personnel who shall provide ADP with such
                  consulting  services,  systems  analysis  and design  services
                  and/or  programming  services  as may be  agreed to by ADP and
                  Consultant, (the "Services").
(b)               Each Supplement  shall specify (i) the Services to be provided
                  to ADP,  (ii) the names of the Personnel who will provide such
                  Services, (iii) the period of time during which such Personnel
                  will perform such  Services,  and (iv) the payments to be made
                  by ADP for such Services.
2.       OWNERSHIP RIGHTS.
(a)  (i) Consultant and the Personnel agree to assign, and hereby assign, to ADP
     the entire  right,  title and  interest  for the entire world in and to all
     data,  programs,   specifications,   documentation  and  other  information
     including,  without limitation, any and all patent, copyright, trade secret
     or  other   proprietary   rights   relating   thereto   (the   "Proprietary
     Information"), made, prepared or created by Consultant and/or the Personnel
     in connection  with the  performance  of the Services  under the applicable
     Schedule.  The Proprietary  Information will become ADP's sole and absolute
     property,  and neither  Consultant nor the Personnel  shall have any rights
     thereto.  (ii)  Consultant  and the  Personnel  agree to sign,  execute and
     acknowledge or cause to be signed, executed and acknowledged,  without cost
     to  Consultant  and the  Personnel  but at the expense of ADP,  any and all
     documents  and  to  perform  such  acts  as  may be  necessary,  useful  or
     convenient  for the purpose of securing  to ADP  patent,  copyright,  trade
     secret or other proprietary protection throughout the world relating to the
     Proprietary Information.
(b)               Title to all "ADP  Information"  (as defined in Paragraph 7(a)
                  below),  which  includes the  Proprietary  Information,  shall
                  remain with ADP.  Consultant and the Personnel  shall not have
                  any rights to the ADP Information, except the right to use the
                  ADP Information in accordance with the terms and conditions of
                  this  Agreement.  Consultant and the Personnel  shall hold the
                  ADP  Information in confidence in accordance  with Paragraph 7
                  below  and  shall  promptly  return  any  and  all of the  ADP
                  Information to ADP at ADP's request
3.       WARRANTY:  INDEMNIFICATION.
(a)               Consultant represents and warrants that the performance of the
                  Services by Consultant  and the Personnel will not violate any
                  proprietary  rights of any  third  party  (including,  without
                  limitation,   any  third  party  confidential   relationships,
                  patents,   copyrights,  trade  secrets  or  other  proprietary
                  rights).
(b)               Consultant  agrees to indemnify and save ADP harmless from any
                  loss, claim,  damage, costs or expense of any kind (including,
                  without limitation, reasonable attorneys' fees) to which Buyer
                  may be  subjected by virtue of a breach by  Consultant  or the
                  Personnel of the warranty set forth in Paragraph 3(a) above.
4.       PERSONNEL.
(a)  (i) The Personnel shall perform their  assignments  under the direction of,
     and at the site  specified  by,  ADP's  Project  Manager  in  charge of the
     applicable   project.   Unless   otherwise  set  forth  in  the  applicable
     Supplement, the Personnel shall devote their full knowledge, skill and time
     to  performing  the  applicable  Services.  (ii) While the Personnel are on
     ADP's premises, they shall comply with all of ADP's rules,  regulations and
     policies   concerning   such  matters  as  working  hours  (which  will  be
     established by ADP's Project Manager),  holidays and ADP security measures.
     Prior to  commencing  any  assignment,  the  Personnel  may be  issued  ADP
     identification  cards which shall be returned to ADP's  Project  Manager on
     the day on which the applicable  assignment  terminates.  (iii)  Consultant
     shall inform ADP in writing,  at the time each Supplement is signed,  as to
     how much vacation time the Personnel listed on such Supplement are entitled
     to take during the period of service designated in such Supplement and when
     such vacation will be taken.
(b)               Upon ADP's request,  Consultant  and the applicable  Personnel
                  shall furnish ADP's Project Manager  periodic  written reports
                  relating to their performance of the applicable Service, which
                  reports shall be at such  intervals and in such form and shall
                  cover such matters as ADP's Project Manager may determine.
(c)               ADP may, in its sole and absolute  discretion,  terminate  the
                  services   of  any  or  all   Personnel   for   unsatisfactory
                  performance  at any time,  in which  event  ADP shall  have no
                  further  obligations  hereunder  after  any  such  termination
                  except to pay  Consultant  for the services  performed by such
                  terminated Personnel prior to their termination.
(d)  (i)  Consultant  shall use all  reasonable  means to insure  the  continued
     employment by Consultant of the Personnel then performing Services for ADP.
     If (x) the  employment  of any  Personnel  performing  Services  for ADP is
     terminated  by  Consultant  for any  reason  whatsoever,  or (y) ADP  shall
     terminate the services of any Personnel  pursuant to Paragraph  4(c) above,
     Consultant  shall,  upon ADP's request promptly after the occurrence of any
     of the foregoing events,  furnish ADP with personnel of experience at least
     equal to that of the  Personnel  affected by the  occurrence  of such event
     (the "Replacement Personnel").  Consultant shall not withdraw any Personnel
     from any  assignment  with ADP on which such  Personnel  are then  working,
     without  ADP's prior  written  consent.  (ii) ADP shall not be obligated to
     make any payment on account of the  Services of any  Replacement  Personnel
     for the  number  of hours  required  to train  the  applicable  Replacement
     Personnel  so that  such  Replacement  Personnel  is able  to  perform  the
     assigned work in a manner equal to the replaced Personnel at the particular
     stage the assigned work had reached when the personnel change occurred.
(e)               The  Personnel are and shall be,  notwithstanding  anything to
                  the contrary  contained  herein,  Consultant's  employees  and
                  shall not, for any purpose,  be  considered  ADP's  employees.
                  Consultant shall be solely  responsible for the payment of the
                  salaries of such  Personnel and all matters  relating  thereto
                  (including  the  withholding  and/or  payment of all  federal,
                  state and local  income and other  payroll  taxes),  workmen's
                  compensation,   disability   benefits,   medical   and   other
                  insurance-related  benefits  and  all  such  additional  legal
                  requirements applicable to employees of Consultant.
5.       PAYMENT.
(a)               ADP shall pay  Consultant,  upon being  properly  invoiced for
                  work actually  performed under the applicable  Schedules,  for
                  the Services at rates specified in the applicable  Supplement.
                  Each  invoice   submitted  by   Consultant  to  ADP  shall  be
                  accompanied  by  appropriate  supporting   documentation.   No
                  payment shall be made in advance.
(b)               ADP shall  reimburse  Consultant for all  reasonable  expenses
                  incurred by the  Personnel  in  connection  with the  Services
                  performed by such Personnel  under the applicable  Supplement,
                  provided  that:  (i)  Consultant  shall obtain  ADP's  written
                  approval  (unless ADP waives such approval) prior to incurring
                  such  expenses;  (ii)  Consultant  provides ADP with  itemized
                  invoices with respect to such expenses;  and (iii)  Consultant
                  furnishes ADP with receipted bills evidencing such expenses.
6.       TERM AND TERMINATION.
(a)               The  term of this  Agreement  shall  commence  as of the  date
                  hereof  and  shall  remain  in full  force  and  effect  until
                  terminated  by either ADP or  Consultant  as set forth  below.
                  Either ADP or Consultant  may terminate  this Agreement at any
                  time by  giving  the  other  written  notice  of  termination,
                  whereupon this Agreement shall terminate on the effective date
                  specified in such notice  (which date shall,  in the case of a
                  notice  given by ADP, be the date set forth in such notice and
                  shall,  in the  case of  notice  given by  Consultant,  be not
                  earlier  than the  date on which  all  assignments  under  the
                  applicable  Schedules  shall, in ADP's sole  discretion,  have
                  been fully completed).
(b)               After  the  termination  of this  Agreement,  neither  ADP nor
                  Consultant  shall  have  any  further  obligations  hereunder,
                  except for (i) their respective  obligations under Paragraph 9
                  below and (ii) Consultant's obligations under Paragraphs 2, 3,
                  7, 10, 11, and 12 hereof. In addition,  ADP shall be obligated
                  to pay  Consultant  of the  Services  performed  and  expenses
                  incurred by Consultant in  accordance  with the  provisions of
                  Paragraph 5 above prior to the date this Agreement terminates,
                  provided that such Services have been performed.
7.       CONFIDENTIALITY.
(a)      Consultant and its officers, employees (including the Personnel) and
         agents will treat as confidential (collectively the "ADP Information"):
(i)  all information and data, of whatsoever nature,  relating to ADP (including
     but not  limited to ADP's  operations,  policies,  procedures,  techniques,
     accounts,  personnel  and  customers)  or  used by ADP in  carrying  on its
     business;
(ii) information and data which is proprietary to a third party and which ADP is
     obligated to treat as confidential  obtained by Consultant or its officers,
     employees  (including  the  Personnel)  or agents,  or disclosed by ADP, in
     connection with the performance by Consultant of its obligations under this
     Agreement;
(iii) the terms of this Agreement and any and all Schedules hereto; and
(iv) the Proprietary Information
(b)               Consultant  shall not disclose any of the ADP  Information  to
                  any third person or to any of Consultant's officers, employees
                  (including the Personnel) and agents except to the extent they
                  have a need to know in  connection  with  the  performance  of
                  Consultant's obligations under this Agreement.
8.       LIMITATION OF LIABILITY.
         IN NO EVENT WILL  CONSULTANT  BE  RESPONSIBLE  FOR  SPECIAL,  INDIRECT,
         INCIDENTAL OR  CONSEQUENTIAL  DAMAGES WHICH ADP MAY INCUR OR EXPERIENCE
         ON ACCOUNT OF  ENTERING  INTO OR  RELYING  ON THIS  AGREEMENT,  EVEN IF
         CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.       NON-HIRE.
(a)   During the term of this Agreement and for a period of one year thereafter:
                  (i)  ADP  shall  not,  without   Consultant's   prior  written
                  approval,  solicit for employment,  nor employ,  (either as an
                  employee, contractor,  independent agent, or representative of
                  another vendor) any of Consultant's  employees  (including the
                  Personnel)   involved  in  the   performance  of  Consultant's
                  obligations  under this Agreement;  and (ii) Consultant  shall
                  not,  without  ADP's  prior  written  approval,   solicit  for
                  employment,  nor employ, directly or indirectly,  any of ADP's
                  employees connected with the subject matter of this Agreement.
(b)               The restrictions  contained in Paragraph 9(a) above shall also
                  be applicable to former  employees of Consultant and ADP for a
                  period of one year after the date such former employees ceased
                  to be employed by ADP or Consultant, as the case may be.
10.      INSURANCE AND INDEMNIFICATION.
(a)               Consultant  shall  secure  and  maintain  adequate   Workman's
                  Compensation Insurance to cover all of the Personnel providing
                  services to ADP.  Consultant shall maintain  comprehensive and
                  vehicular  liability  insurance for claims for damages because
                  of bodily injury  (including death) and property damage caused
                  by or arising out of, acts or failures to act by  Consultant's
                  employees (including the Personnel) or agents, in such amounts
                  as ADP shall from time to time reasonably require.  Consultant
                  shall,  at  Consultant's  expense,  carry  all  necessary  and
                  appropriate personal accident insurance to cover the Personnel
                  if and when  they are  required  by ADP to  travel in order to
                  perform the Services contemplated by the applicable Schedule.
(b)               At  ADP's   request,   Consultant   shall   furnish  ADP  with
                  certificates   of  insurance   from   Consultant's   insurance
                  carrier(s)  relating to coverages set forth in Paragraph 10(a)
                  above,   which  certificates  shall  provide  that  the  above
                  insurance  shall not be cancelled  without ADP having received
                  at  least  30  days'   prior   written   notice  of  any  such
                  cancellation.
11.      COMPLIANCE WITH LAWS AND REGULATIONS, PERMITS AND LICENSES.
         Consultant  shall comply with all applicable laws,  codes,  ordinances,
         rules and regulations of the federal, state and local Governments,  and
         of any  and  all  political  subdivisions  and  regulatory  authorities
         thereof. All necessary permits and licenses required in connection with
         the Services shall be obtained for ADP by Consultant,  at  Consultant's
         expenses.
12.      RIGHT TO AUDIT.
         During and after the term hereof, ADP or its accountants shall have the
         right at periodic  intervals and during  reasonable  business  hours on
         Consultant's  premises  to  examine  and make  copies  of all books and
         records of Consultant insofar as they relate to this Agreement.
13.      NO GRATUITIES.
         Consultant represents,  warrants and covenants that it has not provided
         or otherwise  made  available,  and will not provide or otherwise  make
         available,  either directly or indirectly,  to any officer, director or
         employee of ADP, its divisions and subsidiaries,  any monies,  gifts or
         other benefits of any kind or nature.
14.      USE OF NAME.
         Consultant  shall not use ADP's name,  nor any  adaptation or variation
         thereof,  in any  manner  whatsoever  (including  but not  limited  to,
         advertising,  promotion  or  sales  literature),  without  ADP's  prior
         written consent in each instance.
15.      RELATIONSHIP OF THE PARTIES.
         The parties acknowledge that they are independent contractors.  Neither
         ADP nor  Consultant  shall in any way  represent  itself as a  partner,
         joint-venturer, agent, employee or general representative of the other.
16.      NOTICES.
         All  notices,  requests,  consents,  demands  and other  communications
         provided for by this  Agreement  shall be in writing and shall  (unless
         otherwise  specifically provided herein) be deemed given when mailed at
         any general  branch United States Post office  enclosed in a registered
         or  certified  postpaid  envelope,  addressed  to  the  parties  at the
         addresses set forth below or to such changed  address as each party may
         designate by notice to the other:
         If to ADP:                                  If to Consultant:
         --------------------------                  ---------------------------
         --------------------------                  ---------------------------
         Attention:  ______________      Attention:  ___________________________
         provided, however, that any notice of change of address shall be
         effective only upon receipt.
17.      MISCELLANEOUS
(a)               This  Agreement  and the  Supplements  hereto  sets  forth the
                  entire agreement and understanding  between ADP and Consultant
                  as to the subject  matter  hereof and merge with and supersede
                  all prior discussions,  agreements,  and understandings of any
                  kind and every nature between them.
(b)               This Agreement shall not be assigned by Consultant without the
                  prior written  consent of ADP. This Agreement shall be binding
                  upon and shall inure to the benefit of the parties  hereto and
                  their successors and permitted assigns.
(c)      This Agreement shall not be changed, modified or amended except by a
         writing signed by the party to be charged.
(d)      If any provision of this Agreement (or any portion thereof) is
         determined to be invalid or unenforceable the remaining
                  provisions of this Agreement shall not be affected thereby and
                  shall  be  binding  upon  ADP  and  Consultant  and  shall  be
                  enforceable as though said invalid or unenforceable  provision
                  (or portion thereof) were not contained in this Agreement.
(e)               The failure by either ADP or  Consultant to insist upon strict
                  performance  of  any  of  the  provisions  contained  in  this
                  Agreement shall in no way constitute a waiver of its rights as
                  set forth in this Agreement,  at law or in equity, or a waiver
                  of any other  provisions  or  subsequent  default by the other
                  party in the  performance of or compliance  with any the terms
                  and conditions set forth in this Agreement.
(f)               This  Agreement  shall be governed in all respects by the laws
                  of  the  State  of  New  Jersey,   without  giving  effect  to
                  principles of conflicts of law.
(g)               The  headings  of  this  Agreement  are  intended  solely  for
                  convenience  of reference  and shall be given no effect in the
                  interpretation or construction of this Agreement.

              If the foregoing  correctly sets forth our  understanding,  please
              sign the  enclosed  copy of this  Agreement  and return it to ADP,
              whereupon  (after ADP has signed this  Agreement) it will become a
              binding  agreement  between us enforceable in accordance  with its
              terms.
                                          Very truly yours,
                                          AUTOMATIC DATA PROCESSING, INC.

                                        By:  ___________________________________
                                               (Signature - Authorized Officer)

                                        Name and
                                        Title:  ________________________________
                                                       (type or print)

              AGREED TO AND ACCEPTED:

              Name of Consultant:  __________________________________

              By:  ________________________________________________
                        (Signature - Authorized Representative)
              Name and
              Title:  ______________________________________________
                                    (type or print)
4073 (5-86)                              (C)1986 Automatic Data Processing, Inc.

<PAGE>