Exhibit 10
                     THIRD AMENDMENT TO SOFTWARE LICENSE AND
                     SUPPORT AND HARDWARE PURCHASE AGREEMENT

This  Amendment,  which shall be effective upon signing by both parties  (unless
the effective date is otherwise specified herein for a particular provision), 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 400 Fifth Avenue, Waltham,  Massachusetts
02154.

WHEREAS,  the  parties  entered a Software  License  and  Support  and  Hardware
Purchase  Agreement  dated  April 2, 1993  ("Agreement"),  an  Amendment  to the
Agreement  dated July 22,  1996 ("July 22,  1996  Amendment"),  a Total Time 120
Amendment  dated July 22,  1996  ("Total  Time 120  Amendment"),  a  Development
Agreement  dated  March 21,  1995,  and the Second  Amendment  to the  Agreement
effective on February 11, 1998 ("Second Amendment");

WHEREAS, the parties desire to amend the Agreement and the Amendments;

NOW, THEREFORE, the parties agree as follows:

1.   Section 2(b) of the Agreement is amended by deleting the first sentence and
     replacing  it with the  following:  "Kronos  hereby  also grants to ADP the
     right to  provide,  at any time  during  the term of this  Agreement  (and,
     subject  to  Section  14  herein,  after  the  term of this  Agreement),  a
     Sublicense  to any person or entity which is an ADP Client or any person or
     entity which has up to 1000 employees on any one software  database  (i.e.,
     profiles/payrolls maintained on one personal computer)."

2.   Section  2(c) is amended by adding,  after the words "ADP  Clients"  in the
     first sentence, the following: "and to persons or entities which have up to
     1000  employees  on any  one  software  database  (i.e.,  profiles/payrolls
     maintained on one personal computer)."

3.   Section  2(g) is amended by adding,  after the words "ADP  Clients"  in the
     sixth sentence, the following: "and to persons or entities which have up to
     1000  employees  on any  one  software  database  (i.e.,  profiles/payrolls
     maintained on one personal computer)."

4.   The second  sentence of Section 6(b) of the Agreement is amended by adding,
     after  the  words  "ADP  Clients  then  employing  the  ADP  Features"  the
     following: "and persons and entities which have up to 1000 employees on any
     one software database (i.e.,  profiles/payrolls  maintained on one personal
     computer) and are then employing the ADP Features."

5.   The first two sentences of Section  12(a)(iii) of the Agreement are deleted
     and replaced with the following:  "The above  warranty  extends to ADP, ADP
     Clients who receive Total Time service,  and any person or entity which has
     up to 1000 employees on any one software database (i.e.,  profiles/payrolls
     maintained  on one personal  computer)  and  who/which  receive  Total Time
     service.  Warranty claims may be generated to Kronos by ADP, ADP Clients or
     by any person or entity which is an authorized  purchaser of Hardware under
     this  Agreement  and which  has up to 1000  employees  on any one  software
     database (i.e., profiles/payrolls maintained on one personal computer.)"

6.   Section  12(b)(ii) of the  Agreement is amended by adding,  after the words
     "ADP  Clients,"  the  following:  "and by any person or entity  which is an
     authorized  purchaser of Hardware  under this Agreement and which has up to
     1000  employees  on any  one  software  database  (i.e.,  profiles/payrolls
     maintained on one personal computer)."

7.   Section 15(a) of the  Agreement is amended by deleting the first  sentence,
     and replacing it with the following: "ADP may provide Total Time to any ADP
     Client and to any person or entity  which has up to 1000  employees  on any
     one software database (i.e.,  profiles/payrolls  maintained on one personal
     computer),  provided  such ADP Client or person or entity,  as  applicable,
     shall pay for the Total Time  services on a recurring  billing basis rather
     than on a one time basis."

8.   Section  15(a) of the  Agreement  is further  amended by adding,  after the
     words "ADP Client" in the second  sentence,  the  following:  "or person or
     entity which has up to 1000 employees on any one software  database  (i.e.,
     profiles/payrolls  maintained on one personal  computer),"  and by deleting
     the word "second."

9.   Section  16(d) of the  Agreement is amended by  inserting,  after the words
     "ADP Clients," the following:  "or other  authorized  customer of ADP under
     this Agreement."

10.  Section  20(b) of the  Agreement is amended by deleting the first  sentence
     and replacing it with the following sentence: "Kronos hereby authorizes ADP
     representatives  to make use of Kronos'  name,  trademark  or trade name in
     connection  with  marketing  Total  Time to ADP  Clients,  prospective  ADP
     Clients,  and other  authorized  customers  and/or  prospective  authorized
     customers of ADP under this 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."

11.  Section  22(m) of the  Agreement,  which  was  added  in the July 22,  1996
     Amendment,  is  deleted  and  replaced  with the  following:  "The  parties
     recognize  and agree that the  "standalone  marketing  test" in Houston has
     been completed and that they have agreed to remove the requirement that ADP
     Sublicense  only to ADP  Clients.  The terms and  conditions  in this Third
     Amendment,  the Agreement,  the July 22, 1996 Amendment, the Total Time 120
     Amendment and the Second Amendment shall govern such Sublicensing."

12.  Exhibit B of the July 22, 1996  Amendment  is amended by deleting  the five
     paragraphs  following the provision starred with four asterisks,  beginning
     with the words  "Kronos has  determined  its  standard  manufacturing  cost
     ("SMC")"  and ending  with the words  "provisions  of the price  adjustment
     paragraphs  above." This  deletion is effective  retroactively  to July 22,
     1996.

13.  Exhibit B-1 of the Total Time 120 Amendment is amended by deleting the last
     two paragraphs. This deletion is effective retroactively to July 22, 1996.

14.  All  other  terms  and  conditions  of the  Agreement,  the July  22,  1996
     Amendment,  the Total Time 120 Amendment and the Second Amendment remain in
     full force and effect.

AGREED TO AND ACCEPTED:

KRONOS INCORPORATED                         ADP, INC.

By:  /S/   W. Patrick Decker                By:  /S/  Stuart Sackman
    ------------------------                    ---------------------
Name:   W. Patrick Decker                   Name:    Stuart Sackman
Title:    President and COO                 Title:    DVP & GM Time & Labor
Date:    2/17/00                            Date:   2/8/00