Exhibit 10.1


          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.





                     BEST SOFTWARE INC./KRONOS INCORPORATED
                                    AGREEMENT

THIS AGREEMENT ("Agreement") is made and entered into this 15th day of March,
2002, (the "Effective Date") by and between Kronos Incorporated, a Massachusetts
corporation, having a place of business at 297 Billerica Road, Chelmsford, MA
01824 (hereinafter called "Kronos"), and Best Software, Inc., a Virginia
corporation, having a place of business at 11413 Isaac Newton Square, Reston,
Virginia 22090 (hereinafter called "Best").

WHEREAS, Kronos owns certain time and attendance software products and licenses
such products to its customers;

WHEREAS, Best owns human resources and payroll software products and licenses
such products to its customers;

WHEREAS, Kronos wishes to integrate its time and attendance software with Best's
human resources and payroll software and license the integrated products to its
customers;

WHEREAS, Kronos desires to obtain, and Best wishes to grant, a limited license
to the source code and object code for the Best software on the terms and
conditions set forth herein; and

WHEREAS, Kronos desires to receive, and Best wishes to provide, certain
maintenance and support services and enhancements described herein for its
software and Kronos wishes to pay certain technology delivery fees, royalties
and other sums to Best;

NOW, THEREFORE, in consideration of the mutual covenants of the parties, the
parties hereby agree as follows:

1.   Definitions.

1.1  "Best Derivative Works" shall mean Derivative Works prepared by Best, other
     than Upgrades, or Kronos Derivative Works.

1.2  "Competitor"  shall mean any  company,  other than  Kronos or Best,  in the
     business  of  selling  Human   Resources   and/or  Payroll  record  keeping
     administration services software products.

1.3  "Delivery  Date"  shall mean the date on which Best  completes  its initial
     delivery of the Licensed Materials as described in Section 5.1.

1.4  "Derivative Works" shall mean all modifications,  improvements, updates and
     derivative works of and to the Software, other than Upgrades.

1.5  "Documentation" shall mean all existing printed, typewritten, electronic or
     other material as specified on Schedule B.

1.6  "Employees" shall mean, for the purpose of calculating  payments under this
     Agreement, persons about whom information is processed through the Software
     or a Kronos  Derivative  Work by a Kronos  Customer during any portion of a
     Year for which any payment is made. By way of example, if a Kronos Customer
     uses the Software to calculate  payroll for 375 persons during a Year, then
     that Kronos Customer has 375 Employees.


<PAGE>
1.7  "Hosted  Environment" will be the delivery by Kronos of the Royalty Bearing
     Software in a computer-hosting  environment.  The Hosted Environment allows
     Kronos to assume the Information Technology responsibility for the customer
     to  simplify  the  customer's  ongoing  usage  of  the  Software.  In  that
     environment,  Kronos will offer the customer the Royalty  Bearing  Software
     with the following incremental services:

o    Kronos will maintain the servers and server software  licenses to house the
     Royalty Bearing Software and deliver  application  access to the customer's
     users.  Such access will be over the public  Internet or customer  specific
     network connections as required. The servers may be housed at a third party
     hosting center at Kronos' discretion.
o    Kronos will deliver the Royalty Bearing  Software in a configuration  where
     only one Kronos Customer's data is stored in each database instance so that
     a Kronos  Customer's  employee count is clearly  uniquely  defined as those
     employees in that one database.  At no time will multiple Kronos  Customers
     be combined into a single database  instance for access through the Royalty
     Bearing Software.
o    Kronos,  and the third party  hosting  center  provider if  required,  will
     provide  normal  computer data center  management.  These would be the same
     services that an internal Information Technology would provide in a typical
     internal  software  implementation.  This would  include  such  services as
     backup and  restore,  troubleshooting  connectivity  issues and upgrades of
     system software.
o    Kronos may apply Upgrades of the Royalty Bearing Software to the customer's
     system as housed at the hosting center.

1.8  "Kronos  Customer"  shall mean all  current and future  customers  to which
     Kronos or Kronos Resellers  Sublicense the Software or a Kronos  Derivative
     Work in accordance with this Agreement, now or in the future.

1.9  "Kronos  Derivative  Works" shall mean  Derivative  Works prepared by or on
     behalf of Kronos.

1.10 "Kronos  Reseller"  shall  mean a  third  party  authorized  by  Kronos  to
     Sublicense  Kronos  products,  and which is a party to a written  agreement
     with Kronos regarding the same.

1.11 "Licensed  Materials"  shall  mean,  collectively,  the  Software  and  the
     Documentation.

1.12 "Net  Hosting  Fee"  shall  mean the fees  charged by Kronos for use of the
     Hosted Environment exclusive of any one-time professional service fees.

1.13 "Royalty Bearing Software" shall mean (i) Software and/or Kronos Derivative
     Works  that  include   functionality   that   implements   computer   based
     administration  for Human Resource  activities for customers,  including in
     the aggregate,  life-cycle maintenance of employment records from hiring to
     firing,  benefits  plan  definition,  benefits plan  enrollment,  and human
     resources  legislative  reporting;   and/or  (ii)  Software  and/or  Kronos
     Derivative Works that include  functionality that implements computer based
     administration  for Payroll  activities  for  customers,  including  in the
     aggregate,  payroll deduction definitions,  payroll tax (federal, state and
     local) tax calculations and related required gross-to-net pay calculations.
     Royalty  Bearing  Software  shall not mean other Kronos  software  that may
     contain technology and/or functionality provided to Kronos by Best (such as
     Workforce  Central)  that Kronos  licenses to its  customers  for non Human
     Resources and/or non Payroll activities.

1.14 "Quarter" shall mean a quarter of a Year.

1.15 "Software" shall mean the computer program(s) and database structure(s), on
     software media in compiled  machine-only  readable form ("object code") and
     in user-readable symbolic form ("source code"), as specified on Schedule A,
     required to develop,  build,  test, install and maintain in accordance with
     this Agreement and all  subsequently  issued  Upgrades  "Object code" shall
     include  program and database  structures  whose form is both  machine-only
     readable  compiled  code  and   user-and-machine   readable  symbolic  code
     ("interpreted  code").  "Raw  source  code"  shall mean source code that is
     compiled to machine-only readable code.

<PAGE>

1.16 "Sublicense"  shall mean a sublicense  of the  Software or a sublicense  or
     license of a Kronos  Derivative  Work,  in object code only,  as  permitted
     under Section 3.3 or, as a verb,  to sublicense  the Software or sublicense
     or license a Kronos  Derivative  Work,  in object code only,  as  permitted
     under Section 3.3.

1.17 "Term" shall mean the term of this Agreement, as set forth in Section 15.1.

1.18 "Upgrades"  shall mean all updates,  corrections,  bug fixes,  tax updates,
     modifications or enhancements to the Software which Best provides generally
     to its  customers  that purchase  required  upgrades from Best or that have
     valid  maintenance and support  agreements in place with Best. For example,
     an Upgrade would be a change to the version number of the Software that may
     be either to the left or the right of the decimal number (i.e. 3.04 to 3.05
     or 3.05 to 4.00).

1.19 "Year"  shall mean (i) any of the  year-long  periods  described in Section
     6.2(a) as they  relate to royalty  payments,  or (ii) any of the  year-long
     periods  described  in  Section  6.7 as  they  relate  to  minimum  royalty
     payments.  Year One shall commence on the first day of the month closest to
     the date of  Kronos'  receipt  of the  first  customer  purchase  order for
     Royalty Bearing Software or November 1, 2002, which ever first occurs. Year
     Two shall be one year from the first day of the month  closest  to the date
     of Kronos' receipt of the first customer purchase order for Royalty Bearing
     Software or November 1, 2002,  which ever first  occurs,  and so on through
     Year Ten, it being  understood that Year Ten ends on the tenth  anniversary
     of the Effective Date.

2.   Statement of Relationship.

2.1  Independent  Contractors.  The parties  acknowledge that: (a) neither party
     shall  exercise any control over the activities and operations of the other
     party  (except for  limitations  hereinafter  contained);  (b) both parties
     hereto are  independent  contractors  and  neither  party  shall in any way
     represent itself as an employee, joint venturer, partner, servant, agent or
     general  representative of the other party for any purpose whatsoever;  and
     (c)  neither  party  has any  authority  to commit  the other  party to any
     contract,  term or condition  not set forth herein,  or otherwise  make the
     other  party  liable,  in  any  manner,  cause  or  undertaking  whatsoever
     including to make any representations, warranties, or guarantees.

3.   Grant of License.

3.1  License. Subject to the terms and conditions of this Agreement, Best hereby
     grants  Kronos  a  nonexclusive,  worldwide,  non-transferable,   perpetual
     (subject to termination as set forth in Section 15.2) license to reproduce,
     market,  Sublicense  and  distribute  the  Software  and to  create  Kronos
     Derivative  Works,  as and  to  the  extent  expressly  authorized  herein.
     Notwithstanding  the generality of the  foregoing,  Kronos shall not, under
     any circumstances, reproduce, market, display, sublicense or distribute the
     raw source code for the Software, including, without limitation, as part of
     a Kronos  Derivative  Work, to or for any third party,  including,  without
     limitation,  a Kronos Customer,  or otherwise authorize or permit any third
     party to use or have  access to the source code for the  Software,  without
     Best's prior written  consent.  For the  avoidance of doubt,  the foregoing
     license does not extend to Best Derivative Works.

3.2  Derivative Works. Under no circumstances may Kronos authorize or permit any
     Kronos Customer or other third party,  through Sublicense or otherwise,  to
     create any Derivative Works from the source code of any Licensed Materials.
     Kronos  may  engage a third  party to  assist  Kronos  in  creating  Kronos
     Derivative  Works for Kronos,  provided  that such third  party  executes a
     written  agreement  with  Kronos:   (a)  acknowledging  that  the  Licensed
     Materials are Confidential  Information,  as described in Section 17.1, and
     (b)  agreeing  to the  restrictions  imposed  on  Kronos  pursuant  to this
     Agreement.  The  limitations  set  forth in this  Section  3.2 shall not be
     deemed  to  prevent  Kronos  Customers  or third  parties  from  using  any
     functionality  in  the  Software,   as  modified  by  Kronos,  to  generate
     customized  reports or to take advantage of the Kronos defined  application
     programming interfaces or database interfaces. It is understood that Kronos
     shall not, under any circumstances,  reproduce, market, display, sublicense
     or  distribute  the raw source code for the  Software,  including,  without
     limitation, as part of a Kronos Derivative Work, to or for any third party,
     including, without limitation, a Kronos Customer, or otherwise authorize or
     permit  any  third  party to use or have  access  to the raw  source  code,
     without Best's prior written consent.

<PAGE>

3.3  Sublicensing  of Software.  Kronos may sublicense  the Software,  in object
     code form only and subject to the terms and  conditions of this  Agreement,
     to Kronos  Customers.  Any such Sublicense shall be pursuant to an executed
     agreement  containing  the terms and conditions set forth in Schedule D. To
     enable Best to facilitate the verification of royalty  payments  hereunder,
     within thirty (30) days of the end of each Quarter, Kronos shall provide to
     Best a list  which  shall  state the  number of  Employees  of each  Kronos
     Customer.

3.4  Kronos  Resellers.  Kronos may sublicense to Kronos  Resellers the right to
     Sublicense the Software,  provided that each such Kronos Reseller  executes
     an agreement  containing  the terms and conditions set forth in Schedule E.
     For the purpose of  calculating  royalties  and other  payments  hereunder,
     Sublicenses  granted  by  Kronos  Resellers  shall be  deemed  to have been
     granted by Kronos.  Kronos shall include  Sublicenses  entered into by such
     Kronos  Resellers in its quarterly  reports to Best pursuant to Section 6.5
     as if they were entered into by Kronos.

3.5  Service  Bureau  Offerings.   The  following  table  outlines  the  primary
     differences  between a Payroll Service Bureau and payroll software deployed
     in-house or in a Hosted Environment.

Payroll Service Bureau Matrix


Attribute/Function    Payroll Service Bureau    In-house or Hosted Environment
------------------    ----------------------    ------------------------------
Customer licenses     No. Customer signs a      Yes
Software              service agreement
------------------    ----------------------    ------------------------------
1 Database per        No. Typically multiple    Yes
company               companies in same DB
------------------    ----------------------    ------------------------------
Finishing and         Performed by vendor       Performed by customer
distribution
------------------    ----------------------    ------------------------------
Tax filing            Performed by vendor       Performed by customer or third
                                                party via file transfer of
                                                customer data
------------------    ----------------------    ------------------------------
Direct deposit        Performed by vendor       Performed by customer or third
                                                party via file transfer of
                                                customer data
------------------    ----------------------    ------------------------------


Kronos  shall not use the Royalty  Bearing  Software to build a Payroll  Service
Bureau as it is defined in the above Payroll Service Bureau Matrix. In the event
a Kronos  Customer  is using  Kronos  Royalty  Bearing  Software  and  wishes to
outsource a portion of their payroll process to a Payroll Service Bureau, Kronos
may partner with the Payroll  Service  Bureau to provide  services to the Kronos
customer.

The following table outlines the primary differences between a HR Service Bureau
and HR software deployed in-house or in a Hosted Environment.

HR  Service Bureau Matrix

Attribute/Function    HR Service Bureau         In-house or Hosted Environment
------------------    ----------------------    ------------------------------
Customer licenses     No. Customer signs a      Yes
software              service agreement
------------------    ----------------------    ------------------------------
1 Database per        No. Typically multiple    Yes
company               companies in same DB
------------------    ----------------------    ------------------------------
Collect benefit       Performed by vendor       Performed by customer or third
changes and                                     party via file transfer of
distribute to                                   customer data
benefit providers
------------------    ----------------------    ------------------------------
Process employee      Performed by vendor       Performed by customer or third
and job candidate                               party via file transfer of
background checks                               customer data
------------------    ----------------------    ------------------------------

<PAGE>

Kronos shall not use the Royalty Bearing  Software to build an HR service bureau
as it is defined in the above HR Service  Bureau  Matrix.  In the event a Kronos
Customer is using  Kronos  Royalty  Bearing  Software  and wishes to outsource a
portion of their HR process to a HR Service Bureau,  Kronos may partner with the
HR Service Bureau to provide services to the Kronos customer.

Additional Kronos Service Options

Kronos may purchase an existing  Payroll or HR service bureau and then offer the
Payroll or HR Service  Bureau  service  directly to Kronos  Customers so long as
Kronos does not utilize or otherwise incorporate the Royalty Bearing Software to
deliver that service.

Kronos may offer additional  business process outsource  services other than the
HR or Payroll  Service  Bureaus.  For  example,  a Kronos  Customer who is using
Royalty Bearing Software requests a compensation  management  service or a stock
option  administration  service,  Kronos may, in its sole  discretion,  elect to
offer such services.

3.6  Escrow by Kronos; Transfers of Sublicenses.  Kronos may, if so requested by
     a Kronos Customer, place a copy of the Software into escrow, provided that:

     (a) such  Software may only be placed into escrow (i) if Kronos also places
its own  proprietary  software  into  escrow  and  (ii) on the  same  terms  and
conditions as Kronos places its own proprietary software into escrow; and

     (b) in the event that either (i) for any reason, within five (5) years from
the Effective  Date, the Software is reasonably  anticipated to be released from
escrow or, (ii) for any reason,  other than that Kronos  ceases to do  business,
beyond five (5) years from the Effective Date, then Kronos shall (i) notify Best
in writing no less than thirty (30)  business  days prior to such  release,  and
(ii) at Best's  request,  assign to Best,  free of  charge,  all of its  rights,
duties and obligations under the applicable agreement with the applicable Kronos
Customer so that Best may prevent the release of the Software from escrow.

3.7  License to End-User  Version of the  Software.  Best hereby grants Kronos a
     license to use the Software, in object code form, for its own internal use,
     subject to the terms and conditions of the Abra Enterprise Software Product
     End-User License Agreement attached hereto as Schedule M.

4.   Title and Ownership; Use of Proprietary Notices.

4.1  Title and Ownership of Licensed  Materials and Best Derivative Works. Title
     to and sole ownership of the Licensed  Materials and of any Best Derivative
     Works, and all patent, trademark,  copyright, trade secret and other rights
     of whatever kind or nature therein now or hereafter existing,  shall at all
     times remain with Best and/or Best's lawful successors and assigns. Any and
     all rights in the Licensed  Materials and in any Best Derivative  Works not
     expressly granted to Kronos are hereby reserved to Best.

4.2  Title  and  Ownership  of  Kronos  Derivative  Works;   License  to  Kronos
     Derivative  Works.  In the  event  that  Kronos  develops  or  causes to be
     developed  any  Kronos  Derivative  Works,  subject  to  Best's  underlying
     proprietary rights,  including, but not limited to, all patent,  trademark,
     copyright, trade secret and other rights of whatever kind or nature therein
     now or  hereafter  existing in the  Licensed  Materials,  title to and sole
     ownership  of any new  elements in such Kronos  Derivative  Works that have
     been added to the  Software,  including all patent,  trademark,  copyright,
     trade  secret and other  rights of whatever  kind of nature  therein now or
     hereafter existing, shall at all times remain with Kronos.

4.3  Proprietary  Notices.  Kronos  shall  ensure  that  (a) all  copies  of the
     Licensed  Materials  developed  and/or provided by Best shall reproduce and
     include  all  copyright  and other  intellectual  property  rights  notices
     embedded in such Licensed  Materials in substantially the same locations as
     in the original  Licensed  Materials;  and (b) all Kronos  Derivative Works
     shall  reproduce and include the  intellectual  property rights notices set
     forth in Schedule F in locations as directed by Best.

4.4  No Use of  Trademarks.  Notwithstanding  the  provisions  of  Section  4.2,
     neither  party may use any trade  name,  trademark  or service  mark of the
     other party  without the prior written  consent of the other party.  Kronos
     may request a single  consent from Best for multiple  forms of uses of Best
     trade names,  trademarks or service marks within the United States (but not
     internationally)  and, if Best grants such  consent in writing,  Kronos may
     continue such use without seeking further consent from Best,  provided that
     such use remains  consistent  with the forms of use  initially  approved by
     Best. Kronos may not use any Best trade names,  trademarks or service marks
     outside the United States without specific prior written consent from Best,
     which consent shall not be unreasonably withheld or delayed.

<PAGE>

5.   Technology Delivery.

5.1  Technology  Delivery Plan. The parties have developed a plan for delivering
     from Best to Kronos certain technology and information  associated with the
     Software  (such plan,  the  "Technology  Delivery  Plan").  The  Technology
     Delivery Plan is attached hereto as Schedule G.

5.2  Milestones.  Best  shall  deliver  technology  to Kronos  according  to the
     milestones  set forth  below.  Kronos  shall use its best efforts to assist
     Best as  necessary  to ensure  that each of the  following  milestones  are
     achieved within any timeline set forth for such milestone.

(a)  Milestone I: The parties  agree that the following  sub-milestones  will be
     completed by [**]:

     (i) Best shall provide Kronos with: (1) one master copy of the Software (as
such Software  exists as of the time of delivery) in source code and object code
formats,  and (2) one electronic and one hard copy of the Documentation  related
thereto (as such Documentation exists as of the time of delivery);

     (ii) Best shall  successfully  complete the Regression Test of the build of
the original source code, as further described in the Technology Delivery Plan;

     (iii) Best shall make available assistance to Kronos to create and test the
Kronos Initial Release as further described in the Technology Delivery Plan and

     (iv) Best shall make available  initial  training for Kronos'  engineers on
the design and  implementation  of the  Software,  as further  described  in the
Technology Delivery Plan.

6.   Payments.

6.1  One-Time Payments.  As payment for the technology  delivery to Kronos under
     this  Agreement,  Kronos  agrees to pay Best a  non-refundable  fee of [**]
     dollars ($[**]), as follows:

     (a) [**] dollars ($[**]) upon the execution of this Agreement;

     (b) [**] dollars  ($[**]),  paid as follows:  (A) [**] Dollars ($[**]) upon
the occurrence of the event  described in 5. 2(a)(ii)  herein;  (B) [**] Dollars
($[**]) upon the occurrence of the event  described in 5.2(a)(iii)  herein;  and
(C)  [**]  Dollars  ($[**])  upon  the  occurrence  of the  event  described  in
5.2(a)(iv) herein, more specifically, upon the earlier of: (i) [**]; or (ii) the
date of Kronos'  consumption  of [**] hours of  Engineering  and QA training and
[**] hours of CLAD training;  or (iii) the receipt by Best of written acceptance
from Kronos that the actual amount of training hours consumed by Kronos, if less
than the total training hours described in (ii) above,  allows Best to meet this
initial-training sub-Milestone; and

     (c) [**] dollars ($[**]) on [**] provided Best is in compliance with all of
the terms and conditions of this Agreement.

6.2  Royalties . As payment for the license  provided by Best hereunder,  Kronos
     shall pay Best the one-time  royalties set forth below upon the  Sublicense
     of the Royalty Bearing Software by a Kronos Customer.

     (a) Royalties for [**] or fewer Employees:

     (i) For Kronos  Customers that sublicense the Royalty Bearing  Software and
that have [**] or fewer Employees, the royalties are as follows:

         (1)      Year 1:  $[**] per Employee;

         (2)      Year 2:  $[**] per Employee;

         (3)      Year 3:  $[**] per Employee;

         (4)      Years 4-10:  $[**] per Employee; and

     (b) Royalties for more than [**] Employees:

     (i) For Kronos  Customers that sublicense the Royalty Bearing  Software and
that have more than [**] Employees, the royalties are as follows:

         (1)      Years 1-3:  $ [**] per Employee;

         (2)      Years 4-10:  $ [**] per Employee; and

<PAGE>

     (c) Kronos  shall pay the  royalties  described in  subsections  (a)(i) and
(b)(i)  until  Kronos  has  paid  Best a total  of  $[**]  in  royalties  and/or
maintenance  and support fees as described  in Section  9.1,in  addition to, and
independent  and  exclusive of, the $[**]  technology  delivery fee described in
Section 6.1.  Thereafter,  for the Term of this Agreement  Kronos shall pay Best
only the royalties  described in  subsection  (a)(i) for Kronos  Customers  that
sublicense the Royalty Bearing Software and that have [**] or fewer Employees.

     (d)  Kronos  shall pay the  royalties  and  maintenance  and  support  fees
described  in  subsection  (c)  until  Kronos  has paid Best a total of $[**] in
royalties  and/or  maintenance  and support fees as described in Section 9.1, in
addition to, and independent and exclusive of, the $[**] technology delivery fee
described in Section 6.1. Thereafter, and for the Term of this Agreement, Kronos
shall pay Best a one-time  royalty of $[**] per  Employee  for Kronos  Customers
that  Sublicense  the  Royalty  Bearing  Software  and that  have  [**] or fewer
Employees.

     (e) The royalty  obligations set forth herein shall continue until the [**]
anniversary  of the Effective  Date,  after which time Kronos shall  discontinue
paying Best all royalties.  After the [**]  anniversary  of the Effective  Date,
Kronos shall have a royalty free, nonexclusive,  worldwide,  nontransferable and
perpetual license to reproduce,  market,  Sublicense and distribute the software
and  to  create  Kronos  Derivative  Works  of  the  Software.  After  the  [**]
anniversary  of the  Effective  Date,  Kronos  shall  also  have the  unlimited,
unrestricted  right to use Software  and/or  Derivative  Works to provide Hosted
and/or Service Bureau services.

6.3  Deployments  of Fewer  Than  [**]  Employees.  In the  event  that a Kronos
     Customer  sublicenses  Royalty  Bearing  Software  and has more  than  [**]
     Employees, but chooses to deploy or utilize the Royalty Bearing Software in
     smaller increments at that Kronos Customer's various locations, the royalty
     shall be paid  using the more  than  [**]  Employee  rate as  described  in
     Section 6.2(b)-(d).

6.4  Licenses by Tier. If Kronos  Sublicenses  the Royalty  Bearing  Software by
     tier  then,  for Kronos  Customers  with more than [**]  actual  Employees,
     Kronos shall pay Best on the next highest tier level to a Kronos Customer's
     actual Employee count. For example, if a Kronos Customer has [**] Employees
     and the nearest  tier that Kronos  Sublicenses  is [**]  Employees,  Kronos
     shall pay Best based on the [**] Employee count and the Kronos Customer may
     utilize the Software for up to [**] Employees.

6.5  Additional  Sublicense  Sales.  In the  event a Kronos  Customer  initially
     purchases  Sublicenses  for  fewer  than [**]  Employees  and then the same
     Kronos  Customer   subsequently   purchases   additional   Sublicenses  for
     additional  Employees  which  raises  the  total  Employee  count  for that
     Customer to greater than [**] Employees, then Kronos shall pay Best royalty
     payments at the "[**] or Fewer  Employee"  rates for [**]  employees and at
     the "Greater  Than [**]  Employee"  rates for the number of employees  over
     [**] and  shall so  itemize  any such  payments  in the  quarterly  Royalty
     Report. For example

                       Employee Count                 Pay Rate
                 -------------------------    --------------------------
                            [**]              "[**] or fewer" rate for
                                                   [**] employees
                 -------------------------    --------------------------
                       Additional [**]        "[**] or fewer" rate for
                                                   [**] employees
                                                         and
                                              "Greater than [**]" rate
                                                 for [**] employees
                 -------------------------    --------------------------


6.6  Royalty  Credits.  In the event (i) Kronos accepts the  cancellation of any
     Sublicense  and return of the Software  from any Kronos  customer for which
     Kronos has paid royalties, or (ii) writes off a bad debt for any nonpayment
     of a Sublicense for which Kronos has paid  royalties  within six (6) months
     from the date of such  Sublicense  then  Kronos may apply any such  amounts
     paid or written off as a credit against  future  royalties owed to Best and
     Kronos shall reflect such  specific  information  in the quarterly  Royalty
     Report.  In the event that  Kronos  discovers  that it made an  overpayment
     during a previous  Quarter,  it may adjust such overpayment in a subsequent
     Quarter,  adequately documenting such so that an auditor can understand the
     reason for such credit.  In the event that Kronos does not receive  payment
     from a customer and has to write-off the receivable  Kronos gets credit for
     any associated royalties paid against future royalties owed.

<PAGE>

6.7  Minimum Royalty Payments.  Kronos shall pay Best minimum royalties of $[**]
     over a [**]-Year  period  beginning  on the  commencement  of Year One. The
     first annual minimum  royalty  payment shall be due on the last day of Year
     One.  Subsequent  payments  shall  be due  on the  last  day of  each  Year
     thereafter, during the remainder of the [**] year period. If royalties paid
     to Best in any Year set forth  below are less  than the  respective  amount
     specified  below,  Kronos shall pay Best the difference  between the actual
     royalties  paid to Best in the  applicable  Year and the  minimum  payments
     specified below:

         [**]

6.8  Hosted Environments.  Kronos may offer Royalty Bearing Software directly to
     Kronos Customers in a Hosted  Environment.  Kronos may also permit a Kronos
     Reseller to offer  Royalty  Bearing  Software to its  customers in a Hosted
     Environment  so long as the Hosted  Environment  is  provided to the Kronos
     Reseller's customer by Kronos.

After a Year where  [**]% or more of the total  employees  licensed in such Year
are  licensed  Royalty  Bearing  Software in a Hosted  Environment,  Best at its
discretion, may elect to forego the one-time license fees defined in Section 6.2
and receive from Kronos the following fees on any new Hosted Environment Royalty
Bearing Software sales: (i) For Kronos Customers  purchasing Hosted  Environment
Royalty Bearing Software with [**] or fewer  employees,  Kronos shall pay Best a
royalty of [**]% of the total Net Hosting Fee it receives from Kronos Customer's
on a monthly  basis,  exclusive of any one time  professional  service fees; and
(ii) For Kronos Customers purchasing Hosted Environment Royalty Bearing Software
with  greater than [**]  employees,  Kronos shall pay Best a royalty of [**]% of
the total Net Hosting Fee it receives from Kronos Customer's on a monthly basis,
exclusive of any one time professional service fees.

In those cases when a Kronos Customer  deploys both Royalty Bearing Software and
Kronos products in a Hosted  Environment,  the following formula will be used to
determine the percentage of the Net Hosting Fee due Best on a monthly basis:

a.   Kronos will give Best notice of its established  competitive retail hosting
     fee for (i) Royalty  Bearing  Software and (ii) other Kronos  products that
     will be sold in a Hosted Environment.

b.   The retail hosting fee for the Royalty Bearing  Software will be divided by
     the sum of the all retail hosting fees on the customer order.

c.   The total of all Net Hosting Fees on the order,  will be  multiplied by the
     percentage calculated in section (b) above.

d.   For Kronos Customers with [**] or fewer employees,  Kronos shall pay Best a
     royalty of [**]% of the dollar value  calculated  in Section (c) above that
     Kronos receives from Kronos Customers on a monthly basis,  exclusive of any
     one time  professional  service fees; and for Kronos  Customers  purchasing
     Royalty Bearing Software with greater than [**] employees, Kronos shall pay
     Best a royalty of [**]% of the dollar value calculated in Section (c) above
     that Kronos receives from Kronos Customers on a monthly basis, exclusive of
     any one time professional service fees.


EXAMPLE:

a.   The total Retail  Hosting Fee for the  products  sold is $[**] per employee
     per month broken down as follows:

                  Royalty Bearing Software                    $[**]

                  Kronos time and attendance software         $[**]

                  Kronos scheduling software                  $[**]


b.   $[**] divided by $[**] equals [**] or [**]%.

c.   The total Net  Hosting  Fee for the  products  sold is $[**] per  employee.
     $[**] x [**] equals $[**] per employee.

d.   For a customer with [**]  employees or less, the royalty owed Best is $[**]
     x [**],  or $[**] per  employee.  For a  customer  with  greater  than [**]
     employees, the royalty owed Best is $[**] x [**] or $[**] per employee.

<PAGE>

6.9  Payment  Procedures  and  Reports.  All  payments  due to Best  under  this
     Agreement,  other than the minimum  royalty  payments  described in Section
     6.7,  shall be made by Kronos to Best within  thirty (30) days from the end
     of each Quarter.  Kronos shall make any required  minimum royalty  payments
     within thirty (30) days from the end of the Quarter in which the applicable
     Year ends.  With  respect to each  Kronos  Customer,  Kronos  shall pay the
     above-referenced  royalties  in full at the end of the Quarter in which the
     Kronos Customer  Sublicensed the Royalty Bearing  Software.  Simultaneously
     with such  payment,  Kronos  shall  provide  Best  with a  written  report,
     substantially  in the form of Schedule H, which shall show the  quantity of
     Royalty Bearing  Software  Sublicensed  during the previous  Quarter broken
     down by: (a) royalties due to Best for Kronos  Customers  that  Sublicensed
     Royalty Bearing Software for [**] or less Employees,  and (b) royalties for
     Kronos Customers that Sublicensed Royalty Bearing Software for greater than
     [**]  Employees.   Such  reports  shall  include  such  information  as  is
     reasonably  necessary or  desirable  for Best to verify the accuracy of the
     information  contained  therein  and  the  amount  of the  payment  to Best
     accompanying  such report.  The  one-time  payments  totaling  [**] dollars
     ($[**])  described in Section 6.1 and all required minimum royalty payments
     described in Section 6.7 made by Kronos under this Agreement  shall be made
     by means of a wire transfer of  immediately  available  funds to an account
     specified  in writing by Best such that such  funds are  deposited  in such
     account on or before the date due. All other  payments may be made by means
     of check disbursement drawn from funds in a US commercial bank.

6.10 Late Payments. Time of payment is of the essence under this Agreement.  All
     amounts  owed  hereunder  that are not paid when due and payable  will bear
     interest  from the date such  amounts  are due and payable at the lesser of
     (a) 1.5  percent  (1.5%)  per month or (b) the  maximum  allowable  rate of
     interest permitted by law for transactions between sophisticated commercial
     parties.

6.11 Taxes.  As between  Best and  Kronos,  Kronos  shall,  in  addition  to the
     payments  required  hereunder,  be  responsible  for all sales,  use, value
     added,  transfer  or other  taxes,  duties or other  governmental  charges,
     whether national,  state or local, however designated,  which are levied or
     imposed  by  reason  of the  transaction  contemplated  hereby;  excluding,
     however,  income taxes on profits which may be levied against Best.  Kronos
     shall  reimburse  Best for the  amount of any such taxes paid or accrued by
     Best as a result of this transaction.

6.12 Payment Disputes.

(a)  Any good faith dispute over the proper amount of a payment of the royalties
     described  in  Section  6.2  shall  be  resolved  in  accordance  with  the
     provisions of this Agreement.  During the pendency of any such dispute,  in
     order to avoid a Default under this Agreement pursuant to Section 16.2, the
     party making such payment may deposit the amount of such payment that is in
     dispute with mutually agreed escrow agent. Any escrow fees shall be paid by
     the party depositing the disputed amount.

(b)  The escrow agent shall be  instructed  to release the  disputed  payment as
     follows:

          (i) If either  party  believes  that the dispute  over the payment has
     been resolved, such party may provide to the escrow agent written notice of
     such  resolution  and a request for the release of the disputed  payment to
     the proper parties in accordance with such resolution. Upon receipt of such
     notice,  the escrow  agent shall  provide a copy of the notice to the other
     party by overnight mail.

          (ii) From the date the  escrow  agent  mails the copy of the  forgoing
     notice to the other party,  such party shall have ten (10) business days to
     deliver to the escrow agent a written representation by such party that the
     dispute over the payment amount has not been resolved. Upon receipt of such
     representation,  the escrow  agent  shall send a copy to the first party by
     overnight mail.

          (iii) If the escrow agent receives a representation in accordance with
     subsection  (ii),  the escrow  agent shall  continue  to hold the  disputed
     payment amount pending (1) joint  instructions  from the parties to release
     the disputed  payment,  (2) instructions from an arbitration panel convened
     pursuant to Section 17.1, or (3) order of a court.

          (iv)  If the  escrow  agent  does  not  receive  a  representation  in
     accordance  with  subsection  (ii),  the escrow  agent  shall  release  the
     disputed   payment  amount  to  the  first  party  per  the  first  party's
     instructions.

<PAGE>

7.   Audit Procedures.

7.1  Audit.  Kronos agrees to keep and  maintain,  for a period of two (2) years
     after the end of the Year to which  they  pertain,  complete  and  accurate
     records of the Royalty Bearing  Software  Sublicensed by Kronos,  including
     the names of Kronos  Customers  and the numbers of Employees of such Kronos
     Customers,  in order to calculate and confirm the royalties  required to be
     paid by Kronos.  Upon ten (10) business days' prior notice, Best shall have
     the right,  exercisable  not more than once every  twelve (12)  months,  to
     appoint an independent accounting firm, reasonably acceptable to Kronos, at
     Best's  expense  (except as  otherwise  provided  herein),  to examine such
     books,  records and accounts during Kronos' normal business hours to verify
     the royalties due from Kronos to Best under Section 6 above.  Although Best
     may propose any accountant for Kronos' acceptance pursuant to this Section,
     the accounting firms set forth on Schedule L shall be deemed  acceptable to
     Kronos   throughout  the  Term.  In  the  event  such  audit  discloses  an
     underpayment or overpayment of royalties by Kronos hereunder,  then (a) the
     appropriate  party will promptly  remit the amounts due to the other party;
     (b) if such audit  discloses an underpayment by an amount greater than five
     per cent (5%) of the proper  amount owed for a Quarter,  then Kronos  shall
     reimburse Best for the costs  associated  with such audit;  and (c) if such
     audit  discloses an  overpayment of any amount then Best shall pay the cost
     the audit and shall credit Kronos the amount of the overpayment.

8.   Warranties and Representations.

8.1  Best  Warranties.  Best  warrants  to Kronos  that the media on which  Best
     provides  the  Software   will  be  free  from  defects  in  materials  and
     workmanship  and  that the  Software  as  delivered  on the  delivery  date
     performs  substantially in accordance with the accompanying  Documentation.
     Additionally, Best represents and warrants that:

(a)  it has  sufficient  rights in the  Software  to grant to Kronos the license
     granted under this Agreement;

(b)  to its knowledge,  there are no pending claims based on  infringement  of a
     patent,   copyright  or  other   proprietary   right  or  improper  use  or
     misappropriation  of a trade secret  asserted  against Best with respect to
     the  Software  that would  restrict  Kronos'  rights to use the Software as
     permitted under this Agreement; and

(c)  it has the full  corporate  right,  power and  authority to enter into this
     Agreement and to perform the acts required of it hereunder.

8.2  Disclaimer.  EXCEPT AS  EXPRESSLY  PROVIDED  IN  SECTION 8.1, THE  LICENSED
     MATERIALS  AND MEDIA ARE  PROVIDED  ON AN "AS IS" BASIS.  BEST SHALL NOT BE
     DEEMED TO HAVE MADE, AND BEST HEREBY  EXPRESSLY  DISCLAIMS,  ANY GUARANTEE,
     WARRANTY  (WHETHER  ARISING  UNDER  STATUTE OR  OTHERWISE  IN LAW OR FROM A
     COURSE OF DEALING OR USAGE OF TRADE) OR REPRESENTATION OF ANY KIND, WHETHER
     EXPRESS OR IMPLIED, ORAL OR WRITTEN,  INCLUDING,  WITHOUT LIMITATION, AS TO
     THE:  (a)  CONDITION;  (b) DESIGN;  (c)  OPERATION;  (d)  PERFORMANCE;  (e)
     RELIABILITY OF THE RESULTS GENERATED OR OUTPUT; (f) MERCHANTABILITY; AND(g)
     FITNESS  FOR  A  PARTICULAR  PURPOSE  OR  INTENDED  USE,  OF  THE  LICENSED
     MATERIALS, MEDIA, DERIVATIVE WORKS OR OTHERWISE. BEST DOES NOT WARRANT THAT
     USE BY KRONOS, ANY KRONOS CUSTOMER,  ANY KRONOS RESELLER OR ANY OTHER THIRD
     PARTY OF THE LICENSED MATERIALS OR MEDIA PROVIDED UNDER THIS AGREEMENT WILL
     BE UNINTERRUPTED OR ERROR-FREE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
     ESSENTIAL PART OF THIS AGREEMENT.

8.3  Kronos  Warranties.  Kronos represents and  warrants that it has  the  full
     corporate  right,  power and authority to enter into this  Agreement and to
     execute,  deliver  and  perform  its  duties  and  obligations  under  this
     Agreement.  Kronos  represents  and  warrants  that all use of the Licensed
     Materials  shall  be  performed  by  technically  competent  and  qualified
     personnel  and shall be performed in  accordance  with  generally  accepted
     professional  standards  associated  with the industry,  profession  and/or
     discipline involved.


8.4  Mutual  Representations  and  Warranties.  Each  party  to  this  Agreement
     represents and  warrants to the other party that: (a) its execution of this
     Agreement and performance  of its obligations hereunder do not and will not
     violate any agreement to which it is a party or by which it is  bound;  and
     (b) when executed  and delivered, this Agreement will constitute the legal,
     valid  and binding  obligation  of such  party,  enforceable  against it in
     accordance with its terms.

<PAGE>

9.   Best's Support Obligations.

9.1  Best's  Support  Obligations.  Best  shall  make  available  to Kronos  the
     maintenance and support services set forth in the renewable maintenance and
     support  services  agreement in Schedule I, which Kronos may utilize at its
     sole  discretion for twelve (12) months from the Effective  Support Date as
     identified in Schedule I. Thereafter,  at Kronos' option,  Kronos may elect
     to purchase support and maintenance services from Best for an annual fee of
     [**] dollars ($[**]) and by executing a copy of the Support and Maintenance
     Agreement  attached  hereto as part of  Schedule  I. In the event that Best
     discontinues the availability of annual contractual support and maintenance
     services in the future, Best shall give Kronos at least [**] months advance
     notice.   Notwithstanding   the  above,  Best  shall  not  discontinue  the
     availability of annual  contractual  maintenance and support service before
     April 1, 2004.


9.2  Support  for Kronos  Derivative  Works.  Notwithstanding  anything  in this
     Agreement to the  contrary,  Best shall have no  obligation  to provide any
     support or maintenance services for any Kronos Derivative Works.

9.3  Telephone Support.  During the first nine months from the Effective Date of
     this Agreement,  Best shall provide the following  telephone  support or an
     equivalent  thereof  to  Kronos  in the  manner  in which  it is  currently
     provided to Best's customers.  Best shall provide such telephone support in
     the  manner in which the  parties  mutually  agree  that  such  support  is
     relevant to the Software.

          Best shall provide up to 1200 hours of backup beyond Level 1support as
     required by Kronos,  Monday through Friday,  except Best holidays,  between
     the hours of 8:00 a.m. and 8:00 p.m.,  Eastern  Standard  Time.  Per mutual
     agreement, both parties will continue to work off-hours and provide support
     as needed during critical situations.

           Level                                   Level Definition
---------------------------------   --------------------------------------------
Level I Support (Generalist)        Responsible for interfacing with
                                    Kronos Customer and triaging problems.
                                    This level responsible for resolving basic
                                    operation and configuration inquiries.
                                    Level I engineers are generalists.
---------------------------------   --------------------------------------------
Level II Support (Specialist)       This level responsible for resolving issues,
                                    which cannot be resolved by Level I.
                                    Level II engineers are specialists.
---------------------------------   --------------------------------------------
Level III Support (Kronos           Level III responsible for resolving issues,
Engineering Org.)                   which can be resolved by Level II.  If Level
                                    III cannot resolve the problem they are
                                    responsible for data gathering and fault
                                    replication prior to escalation to Kronos
                                    engineering organization.  Level III will
                                    also track and age all escalations to
                                    engineering and manage Kronos Customers
                                    during this period and will use best efforts
                                    to resolve internally before contacting Best
                                    engineering organization.

---------------------------------   --------------------------------------------


9.4  Mentoring Support.  Best shall provide the following mentoring support upon
     request by Kronos:

Support:

o    Kronos may send six (6) support  personnel  (two (2) at a  time)during  the
     first nine (9) months from the  Effective  Date to Best support  center for
     in-house  mentoring up to 27 weeks.  While on-site Kronos support personnel
     will, under the tutelage of Best support engineers, answer in-bound support
     calls from Best customers.

o    Kronos agrees to fund all T&E, using Kronos travel policy, for Best support
     engineers  in the event  they are  on-site  at the  Kronos  Global  Support
     facility.

<PAGE>

Sales and Marketing

The following information to be provided to Kronos within sixty (60) days of the
Effective Date.

o    Overview of the HR/Payroll market.
o    Overview of the marketing and sales processes that Best Software used.
o    Information on competitors:  positioning, pricing, customer base, strengths
     and weaknesses,  value  proposition of Best product versus the competitors,
     etc.
o    Guidance on messaging
o    Information on in-house solutions versus outsourced solutions.
o    Guidance on where to prospect for  personnel,  lists of head  hunters,  and
     hints on interviewing for Application  Engineers.
o    Guidance on  messaging:  outsourcing  versus in house;  Do you usually lead
     with HR, with Payroll, or with a message about an integrated solution?
o    All of the above to be  delivered  in  presentations  or calls which can be
     recorded for re-use and on-going  training.
o    Conduct remote demo (2 hour session) for Chelmsford-based Kronos employees.
     Due to the large  number  of  employees  that  will want to see this  demo,
     conduct 2-3 sessions within thirty (30) days of Effective Date.

9.5  Training.  Scheduling of the training sessions will be determined by mutual
     agreement of Kronos and Best at a later date. Best shall provide technical,
     functional and sales training.

Technical & Implementation Training (3 sessions allowing up to 15 participants
per session. Each standard session will provide [**] hours of course time.)

Product Overview
o    Product Features
o    System Architecture
o    Terminology
o    Navigation
o    Point-In-Time
o    Employee & Manager Roles

HR/Payroll Setup
o    Organizations
o    Code Tables & Code Grouping
o    Positions
o    Job Codes
o    Pay Grades
o    Benefits
o    Attendance
o    Payroll Setup
o    Compensations
o    Deductions
o    Taxes
o    G/L Setup
o    Security
o    Other

Basic Employee Information
o    Key Employee Information & Actions

HR/Payroll Processing
o    HR Actions
o    Payroll Actions
o    Reports
o    Payroll Processing
o    Time Entry
o    Calculating Trial Payroll
o    Payroll Balancing
o    Finalizing Payroll
o    Printing Checks & Advices
o    Creating ACH Files
o    Exporting to G/L
o    Quarterly Processing
o    Year-End Processing

Employee & Manager Roles
o    Overview
o    Parameter File Structure
o    Managing Roles
o    Roles Navigation
o    Roles Processes

Open Enrollment & Life Events
o    Plan Setup
o    Implementation
o    Verification


<PAGE>

Implementation Methodology
o    HR Only
o    HR & Payroll
o    Payroll Only

Launch Tools
o    Overview
o    Importing & Exporting
o    Creating Organizations and Positions
o    Data Validation Processes
o    Accumulator Conversions

Link Builder
o    Setup & Customization
o    Implementation

Functional/End User Training (3 sessions allowing up to 15 participants per
session. Each standard session will provide [**] hours of course time.)

Product Overview
o    Product Features
o    System Architecture
o    Terminology
o    Navigation
o    Point-In-Time
o    Employee & Manager Roles

HR/Payroll Setup
o    Organizations
o    Code Tables & Code Grouping
o    Positions
o    Job Codes
o    Pay Grades
o    Benefits
o    Attendance
o    Payroll Setup
o    Compensations
o    Deductions
o    Taxes
o    G/L Setup
o    Security
o    Other

Basic Employee Information
o    Key Employee Information & Actions

HR/Payroll Processing
o    HR Actions
o    Payroll Actions
o    Reports
o    Payroll Processing
o    Time Entry
o    Calculating Trial Payroll
o    Payroll Balancing
o    Finalizing Payroll
o    Printing Checks & Advices
o    Creating ACH Files
o    Exporting to G/L
o    Quarterly Processing
o    Year-End Processing

Employee & Manager Roles
o    Overview
o    Parameter File Structure
o    Managing Roles
o    Roles Navigation
o    Roles Processes

Open Enrollment & Life Events
o    Plan Setup
o    Implementation
o    Verification

Sales (3 sessions allowing up to 15 participants per session. Each standard
session will provide [**] hours of course time.)

o    Abra Enterprise Sales Cycle
o    Review of sales tools
o    Product and technology overview
o    How to demo - Roles
o    How to demo -HR & Payroll admin
o    Needs analysis
o    Product positioning
o    Competitive landscape
o    Sample needs analysis exercise
o    Needs analysis role playing
o    Positioning Professional Services

<PAGE>

Kronos agrees to fund all T&E for Best trainers while on-site at a Kronos
teaching facility.

9.6  Tax updates support.  Best  will  provide  up to [**]  hours of engineering
     or training necessary to support  the  successful integration  and delivery
     of the 2002 year end tax updates.  This is anticipated by the parties to be
     completed by February, 2003.

10.  Transition Teams.

10.1 Appointment  of  Transition  Team.   The  parties  shall  appoint qualified
     personnel  from  their  management,  engineering  and  sales  staffs  to  a
     transition team.

10.2 Duties of Transition  Team.  The  duties of  the transition  team appointed
     pursuant to Section 11.1 are set forth on Schedule K.

11.  Implementation Assistance.

11.1 Implementations:

o    Best shall  designate  implementation  personnel  with  qualifications  and
     responsibilities  comparable  to  those  described  herein  for the  Kronos
     Project Manager, Application Consultant, Technology Consultant and Trainer.
     These individuals will be used to educate their Kronos  counterparts on all
     aspects of  implementing a Best solution.  This education shall include the
     use  of   documentation,   sizing  tools,   implementation   methodologies,
     application installation, application configuration and checklists.


         Level                          Kronos Level Definition
------------------------   -----------------------------------------------------
Project Manager            The Project manager is responsible for managing all
                           assigned Kronos implementations including complex
                           projects involving multiple locations and or
                           departments in hardware/software, multi-vendor,
                           multi protocol environments.  This position is the
                           focal point for all communications with the customer
                           for Kronos, on their assigned accounts, through the
                           implementation process and will efficiently project
                           manage the customer and internal Kronos resources to
                           meet the established implementation milestones and
                           targeted completion dates.
------------------------   -----------------------------------------------------
Application Consultant     The Application Consultant provides the process
                           knowledge and related Kronos product knowledge to
                           successfully implement a wide array of Kronos core
                           applications and ancillary modules in the customer
                           environment.  The AC works in conjunction with the
                           Project manager.  The AC acts as an application
                           architect on complex line of business applications
                           and leads the trouble shooting effort on our most
                           complex system problems.
------------------------   -----------------------------------------------------
Technology Consultant      The Technology Consultant provides in-depth
                           technical pre and post-sales support to the Abra
                           Enterprise and Regional Service organizations on an
                           Area-wide basis.  The TC is knowledgeable at the
                           system level and is capable of interfacing with
                           senior MIS staff on major accounts.  The TC will
                           work with the local Regional personnel (PM & AC),
                           providing the technical expertise necessary to
                           maintain customer satisfaction in the larger, more
                           technically complex situations within each area.  In
                           addition, the TC will understand, implement, and
                           support all technology manufacturers that distribute
                           their product through Kronos.
------------------------   -----------------------------------------------------
Trainer                    The Trainer is responsible for the development and
                           delivery of training on products for customer's and
                           internal service readiness.
------------------------   -----------------------------------------------------

<PAGE>

o    Best shall  provide to Kronos the  implementation  assistance  set forth on
     Schedule I for up to the first six Kronos Customer implementations, but not
     to exceed an aggregate total of [**] hours. The application  variants shall
     be HR only,  HR with  Payroll  and HR with ESS  Link  implementations.  The
     parties shall use  commercially  reasonable best efforts to ensure the most
     efficient and cost-effective use of implementation  resources. In the event
     that Kronos  requires  implementation  assistance from Best beyond the [**]
     hours,  Best shall make such  assistance  available on a time and materials
     basis at the rates set forth in Schedule J.

o    Kronos  may  apply  the  total  number  of  implementation   hours  at  its
     discretion,  however, all hours must be applied within [**] months from the
     Effective Date. Best  implementation  personnel will play the lead role, as
     requested by Kronos, for any initial  implementations  that are selected by
     Kronos for each of the application variants.

o    Kronos  agrees to fund all T&E for Best  implementation  personnel  who are
     working on-site at a customer location within Kronos travel guidelines


12.  Non Solicitation.

12.1 Non-Solicitation.  The  parties  agree  that they shall  not,  directly  or
     indirectly,  solicit each other's employees during the Term. This shall not
     prohibit either party,  however, from hiring an employee of the other party
     who has responded to a general  solicitation or public  advertisement (i.e.
     internet, employment agency, newspaper or trade journal) for employment.

13.  Press Releases.

13.1 Press  Releases.  Each of Best and Kronos shall forward to the other party,
     no less than 48 hours prior to the  issuance of any press  announcement  or
     other public  relations  ("PR") relating to the relationship of the parties
     or relating to the other Party's name, logos, trademarks, copyrights, trade
     secrets or any other  proprietary or intellectual  property rights, a draft
     of such PR. Any PR that mentions the other party,  or in any way relates to
     the relationship or any activity  between the parties,  must be approved in
     writing by both parties before public or industry dissemination.

14.  Indemnification.

14.1 Intellectual Property Indemnification by Best.

(a)  Best agrees to indemnify  and hold harmless  Kronos,  its  affiliates,  and
     their respective officers, directors, employees, consultants, attorneys and
     agents,  from and  against  any and all claims,  costs,  fees and  expenses
     (including  reasonable  attorneys'  fees) arising out of any claim that the
     Licensed  Materials,  excluding any Kronos Derivative Work, as delivered to
     Kronos on the Delivery Date,  infringe any United States copyright,  patent
     or other intellectual  property right of a third party,  provided that Best
     is given prompt  written notice of any such claim and has sole control over
     the investigation,  preparation,  defense and settlement of such claim, and
     further provided that Kronos reasonably  cooperates with Best in connection
     with the  foregoing  and  provides  Best with all  information  in  Kronos'
     possession  related to such  claim and any  further  assistance  reasonably
     requested  by Best.  Kronos  may,  at its  expense  and in its  discretion,
     participate in the defense of such claim using its own counsel.  Best shall
     have no obligation to indemnify  Kronos or any of the foregoing  parties to
     the extent any such claim is based on any Kronos Derivative Work.

(b)  Should  any or  all of the  Licensed  Materials  subject  to the  foregoing
     indemnity become, or in Best's reasonable  opinion be likely to become, the
     subject of any injunction  contained in a final non  appealable  order of a
     court of competent jurisdiction, Best shall procure for Kronos the right to
     continue to use the affected Licensed  Materials as contemplated  hereunder
     or   replace  or  modify  the   Licensed   Materials   to  make  their  use
     non-infringing.

14.2 Intellectual Property Indemnification by Kronos. Kronos agrees to indemnify
     and hold harmless Best,  its parent and  affiliates,  and their  respective
     officers, directors, employees, consultants, attorneys and agents, from and
     against any and all claims,  costs, fees and expenses (including reasonable
     attorneys'  fees) arising out of any claim that any Kronos  Derivative Work
     infringes  any  United  States  copyright,  patent  or  other  intellectual
     property  right of a third  party,  provided  that  Kronos is given  prompt
     written   notice  of  any  such  claim  and  has  sole   control  over  the
     investigation,  preparation,  defense and  settlement  of such  claim,  and
     further provided that Best reasonably  cooperates with Kronos in connection
     with the  foregoing  and  provides  Kronos with all  information  in Best's
     possession  related to such  claim and any  further  assistance  reasonably
     requested  by  Kronos.  Best may,  at its  expense  and in its  discretion,
     participate in the defense of such claim using its own counsel.

<PAGE>

14.3 Additional  Indemnity.  Kronos agrees to indemnify,  save and hold harmless
     Best, its parent and affiliates, and their respective officers,  directors,
     employees, consultants,  attorneys and agents, from and against any and all
     claims,  costs, fees and expenses  (including  reasonable  attorneys' fees)
     arising out of Kronos' gross negligence,  willful  misconduct or failure to
     comply with the terms and  conditions  of the licenses  granted  hereunder,
     including,  without  limitation,  (a) the use or disclosure of, or grant of
     access to, the Software other than as permitted by this Agreement,  and (b)
     the use of any Best trade name,  trademark or service  mark without  Best's
     prior written consent.

14.4 Additional  Indemnity.  Best agrees to  indemnify,  save and hold  harmless
     Kronos from and  against  claims  arising  out of  material  defects in any
     specific  tax updates  provided  that,  prior to any claim,  (a) Kronos had
     incorporated a Best-approved  Disclaimer of Warranty  specifically relating
     to tax updates into Kronos' license agreement for the Complainant  Customer
     and/or  Complainant  Reseller;  (b) said disclaimer was rendered as void or
     invalid by a court of  competent  jurisdiction  in which any said claim was
     filed;  and (c) Kronos provided  sufficient  documented  evidence to Best's
     reasonable  satisfaction  that  the  material  defect  in  the  tax  update
     sublicensed by Kronos from which the  customer's  claim at issue arose also
     appeared in the corresponding source tax update originally provided by Best
     to Kronos.

15.  Term; Termination; Rights Upon Expiration or Termination.

15.1 Term.  The term of this Agreement (the "Term") shall begin on the Effective
     Date and shall  continue for ten (10) years or until sooner  terminated  as
     described herein.

15.2 Termination. This Agreement may be terminated upon written notice by either
     party upon the  occurrence  of a Default  (as  defined  below) by the other
     party.

(a)  A party  shall  have  committed  a Default  under this  Agreement  upon the
     occurrence of any of the following events:

(i)  breach  of the  obligation  to pay any sum of money  due  hereunder,  which
     breach has not been cured  within ten (10) days after the  breaching  party
     has received written notice thereof from the non-breaching party, provided,
     however,  that with respect to payments of the royalties or maintenance and
     support  fees  described  in Section  6.2,  in the event  that such  unpaid
     amounts are the  subject of a good faith  dispute,  a Default  shall not be
     deemed to have  occurred for so long as the party  withholding  such monies
     has deposited the amount of payment in dispute with a mutually  agreed upon
     escrow agent as set forth in Section 6.9;

(ii) any  material  breach  of  its  representations,  warranties  or  covenants
     contained herein or any material breach of its other obligations hereunder,
     which breach has not been cured within thirty (30) days after the breaching
     party has received written notice thereof from the non-breaching party; or

(iii)the  party  (1)  ceases  business  in the  ordinary  course,  (2)  files  a
     voluntary  petition for  bankruptcy,  (3) has an  involuntary  petition for
     bankruptcy filed against it that is not dismissed within sixty (60) days of
     filing,  (3) makes an assignment for the benefit of its  creditors,  or (4)
     any substantial  portion of the party's  property is subjected to any levy,
     seizure,  assignment,  application  or  sale  for  or by  any  creditor  or
     governmental  agency,  which  proceeding,   levy,  seizure,  assignment  or
     application or sale is not dismissed within sixty (60) days.

15.3 Notice of Termination. Upon the occurrence of a Default, the non-defaulting
     party that desires to terminate the Agreement shall provide the other party
     with a written notice of  termination  setting forth the nature of any such
     Default. Any such notice shall become effective on the date thereof.

15.4 Termination  of Licenses.  If this Agreement is terminated as a result of a
     breach by Kronos, then:

(a)  (i) Kronos may not grant any  additional  Sublicenses  for Royalty  Bearing
     Software  but may  continue  to provide  maintenance  and  support  for the
     Royalty  Bearing  Software to existing  Kronos  Customers to whom Kronos is
     contractually obligated to provide maintenance and support services. Kronos
     shall be  entitled to retain a  sufficient  number of copies of the Royalty
     Bearing  Software  to enable it to provide  such  maintenance  and  support
     services.  Kronos  shall  promptly  provide to Best all other copies of the
     Licensed  Materials in its  possession  or shall destroy all copies of such
     Licensed Materials and shall provide to Best written  certification of such
     destruction.

<PAGE>

15.5 Continuation of Sublicenses. Upon the termination of this Agreement for any
     reason other than a breach by Kronos,  such termination shall not terminate
     or diminish  the right of Kronos  Customers  to continue to use the Royalty
     Bearing  Software  under  Sublicenses   validly  issued  during  the  Term.
     Additionally,  upon such  termination,  Kronos shall have a,  nonexclusive,
     worldwide,  nontransferable  and perpetual  license to  reproduce,  market,
     Sublicense  and  distribute  the Software and to create  Kronos  Derivative
     Works of the  Software.  Kronos'  obligation to pay royalties to Best under
     the terms of this Agreement shall continue  through the [**] anniversary of
     the Effective Date. Kronos shall also have the right to use Software and/or
     Derivative Works to provide Hosted and/or Service Bureau services.

15.6 Survival.  Notwithstanding  the termination or expiration of this Agreement
     for any reason, the rights and duties of the parties under Sections [1-4, 6
     (for  any  payments  outstanding  as of the  date  of such  termination  or
     expiration)  7, 8.1, 8.4, and 15-21] of this  Agreement  shall survive such
     termination or expiration and remain in full force and effect.

16.  Confidential Information

16.1 Confidential   Information.   Best  and  Kronos   recognize  that,  in  the
     performance of this Agreement, employees of Best and Kronos may learn of or
     be exposed to trade secrets or other confidential  information,  including,
     without  limitation,  the source code for the Software and all  information
     concerning the business, operations or customers of Best or Kronos, whether
     designated   as   confidential   or   proprietary   or  not  so  designated
     (collectively "Confidential  Information"),  which are the property of Best
     or Kronos,  respectively.  The term  "Confidential  Information"  shall not
     include  any  information  that:  (a) is in or  becomes  part of the public
     domain  other than by  disclosure  by Kronos or Best in  violation  of this
     Agreement,  (b) is demonstrably known to Kronos or Best previously,  (c) is
     independently  developed  by Kronos  or Best  without  use of  Confidential
     Information of the other party, or (d) is rightfully  obtained by Kronos or
     Best from third parties

16.2 Obligation to Maintain  Confidentiality.  Each of Kronos and Best shall (a)
     use the same  degree of care in  handling  the other  party's  Confidential
     Information  as  it  uses  with  regard  to  its  own  proprietary   and/or
     confidential  information in order to prevent the disclosure  thereof,  and
     (b)  disclose  the  Confidential  Information  only to such  employees  and
     consultants as have a need to know such information, and such employees and
     consultants  will be cautioned that such  information is  confidential.  In
     addition,  each of Kronos and Best agree to obtain  signed  confidentiality
     agreements  from any third  parties  hired or  otherwise  engaged  by it in
     connection with this Agreement prior to allowing access to any Confidential
     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.

16.3 Required  Disclosures.  In the event  that Best or Kronos is  requested  or
     required by law,  regulation,  supervisory  authority  or other  applicable
     judicial or governmental order to disclose any Confidential  Information of
     the other  party,  Best or Kronos will  provide the other party with prompt
     written  notice of such request or  requirement so that the other party may
     seek an appropriate protective order. If, failing the entry of a protective
     order,  Best or Kronos is, in the  opinion  of its  counsel,  compelled  to
     disclose such Confidential  Information,  it may disclose only that portion
     of the Confidential Information that its counsel advises it is compelled to
     disclose and will  exercise  reasonable  efforts to obtain  assurance  that
     confidential treatment will be accorded to that portion of the Confidential
     Information that is being disclosed.

17.  Limitation of Liability.

17.1 Limitation of Liability.  EXCEPT FOR (a) CLAIMS  INVOLVING THE UNAUTHORIZED
     USE OR  DISCLOSURE  OF, OR  PROVISION  OF ACCESS TO, THE SOFTWARE BY KRONOS
     OTHER THAN AS  PERMITTED  UNDER  THIS  AGREEMENT,  AND (b)  CLAIMS  ARISING
     PURSUANT TO THE  INDEMNIFICATION  OBLIGATIONS SET FORTH IN SECTIONS 15.1(a)
     OR 15.2,  IN NO EVENT SHALL  EITHER  PARTY BE LIABLE TO THE OTHER PARTY FOR
     ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF
     BUSINESS, OTHER ECONOMIC LOSS, OR FOR INCIDENTAL,  CONSEQUENTIAL,  SPECIAL,
     EXEMPLARY,  PUNITIVE OR OTHER INDIRECT  DAMAGES OF ANY KIND OR NATURE,  FOR
     ANY REASON,  INCLUDING  WITHOUT  LIMITATION THE BREACH OF THIS AGREEMENT OR
     ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT,  WHETHER SUCH LIABILITY IS
     ASSERTED ON THE BASIS OF CONTRACT,  TORT  (INCLUDING  NEGLIGENCE  OR STRICT
     LIABILITY)  OR  OTHERWISE,  EVEN  IF  THE  PARTY  HAS  BEEN  WARNED  OF THE
     POSSIBILITY OF SUCH DAMAGES.  WITHOUT  LIMITING THE FOREGOING,  IN NO EVENT
     SHALL BEST'S  OBLIGATIONS  OR  LIABILITY TO KRONOS UNDER THIS  AGREEMENT OR
     OTHERWISE  EXCEED,  IN THE AGGREGATE,  THE ROYALTIES PAID TO BEST BY KRONOS
     FOR THE YEAR (AS  DEFINED  HEREIN)  PRECEDING THE  DATE THAT BEST  RECEIVES
     NOTICE FROM KRONOS OF A CLAIM.

<PAGE>

18.  Arbitration.

18.1 Arbitration. All claims, demands, disputes,  controversies,  differences or
     misunderstandings between the parties hereto arising out of or by virtue of
     this  Agreement,  upon the  failure  of good  faith  negotiation,  shall be
     submitted to mediation  and, upon failure to reach  resolution  thereunder,
     any  unresolved  disputes  between the parties  relating to this  Agreement
     shall be  determined  by  arbitration  in Reston,  Virginia if initiated by
     Kronos or Boston,  Massachusetts  if initiated by Best.  If the parties are
     unable to agree on an  arbitrator  within ten (10)  business days after any
     party  shall  have  given  written  notice to the other  that it desires to
     submit any issue to arbitration,  then the American Arbitration Association
     may be  designated  by any  party  to  appoint  one (1)  arbitrator  and to
     arbitrate  the matter under its rules.  If,  within ten (10)  business days
     after  any party  shall  have  given  written  notice to the other  that it
     desires to submit any issue to arbitration, either party expresses a desire
     to have such  arbitration  conducted  by a panel of three (3)  arbitrators,
     then  the  arbitration  shall  be  conducted  by a three  (3)-member  panel
     comprised of one (1)  arbitrator  from each party,  and one (1)  arbitrator
     jointly selected by the parties'  arbitrators.  The award of the arbitrator
     or arbitration panel shall be made in writing, shall be within the scope of
     this Agreement,  shall not change any of its terms or conditions,  shall be
     binding and conclusive on the parties,  and shall include a finding for the
     payment  of  costs of the  arbitration  proceeding,  including  an award of
     reasonable  attorneys'  fees to the prevailing  party. It is further agreed
     that judgment of a court having  jurisdiction may be entered upon the award
     of the arbitrator or arbitration panel.

18.2 Access to the  Names of Kronos  Customers.  In the event  that the  parties
     commence an arbitration proceeding,  Kronos shall release to Best the names
     of then-current  and past Kronos  Customers and the numbers of Employees of
     such Kronos Customers.

19.  General Provisions.

19.1 Force Majeure.  Neither party will be liable for any failure to perform any
     obligation (other than payment obligations) hereunder, or from any delay in
     the  performance  thereof,  due to causes  beyond  its  control,  including
     industrial  disputes of whatever nature, acts of God, public enemy, acts of
     government, failure of telecommunications or other casualty.

19.2 Non-Waiver.  Failure of either party to assert any of its rights on any one
     occasion under this  Agreement  shall in no way be construed as a waiver of
     such rights on any other occasion nor shall a waiver of any right of either
     party constitute or be deemed a waiver of any other right.

19.3 Amendment.  The terms of this  Agreement  may be amended  only by a written
     instrument signed on behalf of both parties.

19.4 Severability.  If any  provision  of this  Agreement  shall be  invalid  or
     unenforceable,  the  remainder  of this  Agreement  shall  not be  affected
     thereby.

19.5 Governing  Law.  The  terms  of this  Agreement  and any  disputes  arising
     therefrom  shall be  governed by the laws of the  Commonwealth  of Virginia
     applicable to agreements  entered into and wholly to be performed  therein,
     without  giving  effect to any conflict or choice of law  provision or rule
     thereof.

19.6 Assignment;  Change of  Control.  This  Agreement  shall be  binding on the
     parties,  their successors and permitted assigns.  Neither party may assign
     its rights, duties or obligations hereunder (exclusive of merger,  transfer
     of all or  substantially  all  assets,  change of  control,  sale of stock,
     operation  of law or the like)  without  the prior  written  consent of the
     other party, which consent shall not be unreasonably withheld,  except that
     in the event that Kronos so assigns to a Competitor,  Best's withholding of
     consent or refusal to consent  shall not be deemed to be  unreasonable.  In
     the event that Kronos assigns its rights, duties or obligations  hereunder,
     due to business acquisition,  merger,  transfer of all or substantially all
     assets,  change of control,  sale of stock,  operation of law or otherwise,
     then  effective  upon the date of any such  change in control  and  written
     notice  thereof  to Best the  one-time  royalty  of $[**] per  Employee  as
     described  in 6.2 (d)  shall  be  eliminated  immediately  and the  royalty
     payments  by  Kronos  shall  revert  back  to  those  described  in 6.2 (a)
     ("Royalties  for [**] or fewer  employees") and all royalty payment caps of
     6.2(d)  shall  thereafter  be  eliminated.  In  the  case  of any  such  an
     assignment by Kronos, Kronos shall remain liable for the performance of its
     duties and  obligations  under this  Agreement.  Any  attempt to assign any
     rights,   duties,   or  obligations   arising  out  of  this  Agreement  in
     contravention  of this  Section  shall  be null and void and of no force or
     effect.

19.7 Export.  Kronos  understands  that any export of the  Software  outside the
     United  States  may  require an export  license  and  Kronos  assumes  full
     responsibility for obtaining such license.

<PAGE>

19.8 Notices. All notices,  requests,  demands,  other communications under this
     Agreement  shall be in writing  and shall be deemed to have been duly given
     when  delivered  in person  or, if  mailed,  when  mailed by  certified  or
     registered  mail, or overnight  courier,  postage  prepaid,  return receipt
     requested, to the parties at the addresses set forth below or at such other
     address  as may be  given  in  writing  by  either  party  to the  other in
     accordance with this Section.

                  If to Kronos:

                        Kronos Incorporated
                        297 Billerica Road
                        Chelmsford, Massachusetts 01824
                        Attn: James Kizielewicz, V.P., Marketing
                        Copy:  General Counsel

                  If to Best:

                        Best Software, Inc.
                        11413 Isaac Newton Square
                        Reston, VA  20190
                        Attn:  Himanshu Palsule, EVP Marketing
                        Copy:  General Counsel


19.9 Entire  Agreement.  This  Agreement  together with any  Schedules  attached
     hereto  constitutes  the entire  Agreement and is the entire  understanding
     between the parties  relating to the subject  matter of this  Agreement and
     supersedes all prior writings, negotiations, or understandings with respect
     thereto.

19.10 Counterparts.  This Agreement and any  amendments to this Agreement may be
     executed  in one or more  counterparts,  each of which  shall be  deemed an
     original,  but all of  which  together  shall  constitute  one and the same
     Agreement or amendment, as the case may be.

19.11 Headings.  The headings used in this  Agreement are included for reference
     only and shall not affect the meaning or interpretation of this Agreement.

19.12 Superiority. In the event of a conflict between the provisions of the body
     of this Agreement and the provisions of any Schedule hereto, the provisions
     in the body of this Agreement shall control.

IN WITNESS HEREOF, the parties hereto caused their duly authorized
representatives to execute and deliver this Agreement as of the Effective Date:



BEST SOFTWARE, INC.                 KRONOS INCORPORATED

By:  /s/ James Foster               By:  /s/ James Kizielewicz
---------------------------         ---------------------------------
Title: President & COO              Title:  V.P. Marketing & Corporate
       Specialty Products Div.              Strategy