Exhibit No. 10.1

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

FIRST AMENDMENT,dated as of
July 1, 2004 (this Amendment), between Kronos Incorporated
(Kronos) andADP, Inc. (ADP) to that certain Software
License, Hardware Purchase and Support Agreement, dated as of July 24, 2003 between Kronos
and ADP (the Agreement).

WHEREAS, the parties desire to
modify and/or supplement certain of the restrictions on the parties contained in the
Agreement and to memorialize certain other changes to the Agreement, all on the terms and
conditions set forth in this Amendment.

NOW, THEREFORE, for good and
valuable consideration, the sufficiency of which is hereby acknowledged by the parties,
the parties hereto agree as follows:

1.    
          Definitions.Unless otherwise specifically indicated in this
          Amendment, capitalized terms used but not defined in this Amendment that are
          defined in the Agreement shall have the meanings provided in the Agreement. Each
          of Kronos and ADP shall be referred to individually as a
          party, and, together, as the parties.

2.    
          Principal ADP Restrictions.

(a)    
          Section 3.1(a)(i) and Section 6(c) of the Agreement are hereby amended by
          deleting the number [**] contained in each such section and
          replacing it in each case with the number [**]"; provided that such
          changes shall only apply with respect to eLabor Software.

(b)    
          The amendments to the Agreement pursuant to the preceding Section 2(a) will be
          subject to reversal (and will be of no further force and effect thereafter) at
          the time, and under the circumstances, contemplated in Section 3(e), below.

3. Agreement Term, ADP Minimums.

(a)    
          The term of the Agreement is hereby extended by changing the date set forth in
          Section 13(a) of the Agreement from April 3, 2008 to September
          30, 2008.

(b)    
          As used in this Amendment:

| | (i) | FY 05 shall mean the 15 month period commencing on July
                  1, 2004 and ending on September 30, 2005;
| | --- | ----------------------------------------------------------------------------------------------------------------------

| | (ii) | FY 06
          shall mean the 12 month period commencing on October 1, 2005 and ending on
          September 30, 2006;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------

| | (iii) | FY 07 shall mean the 12 month
          period commencing on October 1, 2006 and ending on September 30, 2007; and
| | ----- | ---------------------------------------------------------------------------------------------------------------------

| | (iv) | FY 08 shall mean the 12 month period commencing on
          October 1, 2007 and ending on September 30, 2008.
| | ---- | -----------------------------------------------------------------------------------------------------------------

| | (v) | Kronos Items shall mean any and all Kronos products and services
                 covered by the Agreement, including, without limitation, software, hardware,
                 maintenance, refurbishment, training and support.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | Purchase (including the plural Purchases) shall
               mean the ordering by ADP of Kronos Items that consist of hardware and/or
               software and the rendering of all other acts or services by Kronos that
               constitute Kronos Items, in each case, within the specified time period. Any
               credits issued to ADP during any specified time period shall reduce the total
               Purchase accordingly.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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(c)     With
respect to FY 05, ADP shall be obligated to Purchase a minimum of
               $[**] ([**] Dollars) of Kronos Items at the prices then in effect under
the                Agreement or as otherwise agreed by the parties (the FY 05
               Minimum). In the event the Purchases by ADP in respect of such
period                exceed the FY 05 Minimum, the amount of the FY 06
Minimum, as                defined below, shall automatically (i.e., without a
further amendment of                the Agreement) be reduced by the amount of such
excess. Notwithstanding the                foregoing, with respect to each fiscal
quarterly period (commencing July 1,                2004), ADP shall be required to
Purchase from Kronos no less than [**]% ([**]                percent) of the Quarter
Specific Percentage of the FY 05 Minimum, as set                forth below.
However, if ADPs Purchases in any quarterly period of FY                05
exceed the applicable Quarterly Specific Percentage, the amount of such
               excess shall be applied to any subsequent quarterly periods in FY 05
in                which ADPs Purchases fail to reach the Quarterly Minimum
Percentage for                such subsequent quarterly period. The Quarter Specific
Percentage for each of                the five applicable quarterly periods in FY 05
are as follows:

|Quarterly Period     |    | Quarter Specific Percentage
|-------------------- | -- | ---------------------------
|7/1/04 to 9/30/04    |    |                            
|10/01/04 to 12/31/04 | -- |                            
|1/01/05 to 3/31/05   | -- |                            
|4/01/05 to 6/30/05   | -- |                            
|7/1/05 to 9/30/05    | -- |                            

(d)    
          With respect to FY 06, ADP shall be obligated to Purchase a minimum of
          $[**] ([**] Dollars) of Kronos Items at the prices then in effect under the
          Agreement or as otherwise agreed by the parties (subject to adjustment as
          contemplated in Section 3(c) above, the FY 06 Minimum).
          Notwithstanding the foregoing, with respect to each fiscal quarterly period
          (commencing October 1, 2005), ADP shall be required to Purchase from Kronos no
          less than [**]% ([**] percent) of the Quarter Specific Percentage of the FY
          06 Minimum, as set forth below. However, if ADPs Purchases in any
          quarterly period of FY 06 exceed the applicable Quarterly Specific
          Percentage, the amount of such excess shall be applied to any subsequent
          quarterly periods in FY 06 in which ADPs Purchases fail to reach the
          Quarterly Minimum Percentage for such subsequent quarterly period. Unless
          modified pursuant to the last sentence (below) of this Section 3(d), the Quarter
          Specific Percentage for each of the four applicable quarterly periods in FY
          06 shall be as follows:

|Quarterly Period    |  | Quarter Specific Percentage
|------------------- |  | ---------------------------
|10/1/05 to 12/31/05 |  | [**]% of FY '06 Min.       
|1/01/06 to 3/31/06  |  | [**]% of FY '06 Min.       
|4/1/06 to 6/30/06   |  | [**]% of FY '06 Min        
|7/1/06 to 9/30/06   |  | [**]% of FY '06 Min.       

Kronos agrees that it will not
unreasonably withhold any reasonable modification to the Quarter Specific Percentages for
FY 06 that may be proposed or requested by ADP hereafter (provided, for the sake of
certainty, that the 4 quarterly percentages continue to add up to 100%).

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(e)    
          During the latter half of FY 06, the parties will use reasonable
          commercial efforts in good faith to negotiate, agree upon and document ADP
          minimum purchase amounts for Kronos Items for FY07 and FY08;
          provided that (i) in no event shall the minimum established for FY 07
          constitute an increase of more than [**]% ([**] percent) over the FY 06
          Minimum and (ii) in no event shall the minimum established for FY 08
          constitute an increase of more than [**]% ([**] percent) over the minimum
          established for FY 07 , if any. The parties acknowledge that the foregoing
          limitations on increases are included as absolute maximums only, and that
          changed conditions or circumstances at the time such future minimums are to be
          negotiated may provide a reasonable basis to take the position that an increase,
          no increase or a decrease in such minimums is warranted. In the event the
          parties are unable to come to agreement on minimums for FY 07 and FY
          08 prior to the end of FY 06 (or such extended negotiation period to
          which the parties may agree), then, unless otherwise agreed by the parties at
          the time, the amendment contained in Section 2(a) above shall be reversed, null
          and void effective as of the beginning of FY 07. In the event that the
          actual Purchases by ADP in respect of FY 05 and FY 06 exceed the
          applicable minimums agreed to herein for such periods (the Excess),
          then, for purposes of the first sentence of this Section 3(e) the term FY
          06 Minimum shall be deemed to be modified to say FY 06
          Minimum minus the Excess.

(f)    
          ADPs obligations to satisfy any minimums agreed hereunder or to be agreed
          hereafter (including quarterly minimums) shall be reasonably suspended or the
          amounts thereof reasonably reduced in the event of any of the following Force
          Majeure Event(s) (as hereafter defined) that is reasonably expected to have a
          material adverse affect upon ADPs ability to satisfy any such minimums. A
          Force Majeure Event shall mean epidemics, environmental
          contaminations (due to chemical, biological or nuclear materials purposely or
          accidentally released into the environment, etc.), acts of terrorism, civil
          disobedience and extraordinary elements of nature or acts of God (other than
          localized fire, hurricane, tornado or flood) and could not have been prevented
          by ADPs reasonable precautions or could not reasonably be circumvented by
          ADP through the use of alternate plans. The parties expressly acknowledge that a
          Force Majeure Event(s) does not include vandalism, the regulatory acts of
          governmental agencies or labor strikes. Upon the occurrence of a Force Majeure
          Event(s), ADP shall be excused from any further performance of the obligation to
          satisfy the minimums agreed hereunder for as long as such circumstances prevail,
          and for so long as ADP continues to attempt to recommence performance to the
          greatest extent possible, without delay. Furthermore, Kronos represents and
          warrants that it shall not materially and significantly change its current
          business practices (particularly with respect to the pricing of its products
          outside of the ADP/Kronos relationship and its methods of compensating its
          direct sales force) in such a way as would be reasonably expected to make it
          significantly more difficult for ADP to satisfy any such minimums.

(g)    
          For purposes of clarity, it is understood and agreed that in event the amendment
          contained in Section 2(a) is reversed (for the reasons identified in Section
          3(e)), ADP shall not be obligated to make the payments contemplated in Section
          6(c) of the Agreement with respect to clients that have crossed the [**]
          employee threshold during the period after the date hereof and prior to the
          reversal of such amendment.

(h)    
          The restrictions contained in Section 3.1(d) of the Agreement shall not apply to
          the sale by ADP to Clients of additional non-Kronos data collection equipment if
          the previous sales to such Clients of such non-Kronos equipment was done in
          accordance with, or not in contravention of any of, the terms of the Agreement.

4.    
        Elimination/Modification of Kronos Restrictions.

| | (a) | Notwithstanding anything to the contrary contained in the Agreement, from and
               after the date hereof, Kronos shall be permitted to do or engage in the
               following activities:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (i) | partnering
or entering into business relationships, with respect to Kronos                Software,
Hardware and related services with business process outsourcing firms                that
provide Payroll Processing Services (each, a BPO),
               regardless of the size of any ultimate clients workforce; provided
that                none of such BPOs derives more than [**]% of its total annual revenue
from                Payroll Processing Services, unless the total annual revenue of such
BPO is                below $[**] ([**] Dollars).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | partnering
or entering into business relationships with third party distributors                with
respect to distribution of Kronos Software, Hardware and related services
               to clients having less than [**] employees; provided that none of such
               distributors derives more than [**]% of its total annual revenue from
Payroll                Processing Services, unless the total annual revenue of such
distributor is                below $[**] ([**] Dollars).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | directly
providing payroll and HR software on a subscription basis to clients,
               regardless of the size of any clients workforce.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------

5.    
        Other Agreements.

| | (a) | Attached hereto as Exhibit A is a list of ADP clients currently using eLabor
               Software. Kronos hereby releases ADP from any commitment or obligation to Kronos
               to cause or attempt to cause such clients identified on Exhibit A to cease using
               eLabor Software.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Interpretive understandings regarding the Agreement that have been reached
               between in-house counsel to ADP and in-house counsel to Kronos since the
               commencement of the Agreement shall apply to this Amendment in the same manner
               as applied to the Agreement. In addition, the parties will continue to act
               reasonably in consultation with one another with respect to one-off
               individual client exceptions that may be requested by ADP from time to time with
               respect to prospects for eLabor Software that potentially exceed [**] employees
               by an amount that may be viewed as immaterial or insignificant.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.    
        Miscellaneous.

The Agreement, as amended hereby,
remains in full force and effect. This Amendment (like the 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. The headings in this Amendment are intended for convenience of reference
and this Amendment shall not be affected or impaired thereby. This Amendment may be
executed in any number of counterparts.

IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the date first above written.

|ADP, INC                                                                         | KRONOS INCORPORATED         
|-------------------------------------------------------------------------------- | ----------------------------
|By:     
        /s/Cambell Langdon                                              | By:     
        /s/Aron Ain
|(Authorized Signature)                                                           | (Authorized Signature)      
|Name: Cambell Langdon                                                            | Name: Aron Ain              
|(please print)                                                                   | (please print)              
|Title: President, Tax, Financial and 
                  Time Management Services | Title: Executive VP, COO    

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EXHIBIT A

|Legacy eLabor Clients | Main Location |     
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