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AMENDMENT NO. 2

via fax and post

28 September 1994

Mr. Dan Zaccardo
Senior Corporate Counsel
ADP, Inc.
One ADP Boulevard
Roseland, New Jersey 07068-1728

Dear Dan:

         It is my understanding that Al Duffield and Tim Lamb have had
discussions concerning a proposed distribution transaction that PeopleSoft is
undertaking with Shared Medical Systems ("SMS"). This letter will formalize
those discussions and shall act as written amendment number 2 to our existing
agreement ("Agreement").

         The parties have agreed, without waiving any rights under the Agreement
with respect to future transactions, to work together as agreed herein to
expedite and increase the possibility of closure of a proposed PeopleSoft/SMS
transaction for the mutual benefit of both PeopleSoft and ADP and a proposed
transaction between ADP and GSI (Canada) for the remarketing of GSI's product by
ADP in Canada. The parties agree as follows:

         1. PeopleSoft shall have the right to enter into a remarketing
relationship with SMS to enable SMS to remarket PeopleSoft HRMS software
products with SMS' products to SMS' customers and future customers for
implementation in the healthcare industry;

         2. Only upon execution of the remarketing agreement between PeopleSoft
and SMS, PeopleSoft will, at ADP's written request, either:

             (a)          reduce the aggregate maximum amount of License and
                          Support Fees referenced in Paragraph 6(b)(II)(C) by
                          $400,000 and therefore the $22,500,000 will be changed
                          to $22,100,000; or

             (b)          reduce the Sublicense Fee referenced in Paragraph
                          6(b)(II)(A) to be paid by ADP for calendar year 1995
                          by $100,000 and reduce the Sublicense Fee referenced
                          in Paragraph 6(b)II)(B) to be paid by ADP for calendar
                          year 1996 by $100,000.

         3. As of the date of this letter, and without further notice by notice
or conference required by either party to the other, ADP commits to the minimum
payments in 6(b)(II)(A) for 1995;

         4. Upon execution of this letter, PeopleSoft agrees that the
PeopleSoft/Application Group Implementation Partner Agreement dated 1 September
1993, as amended, and the related software license may be assigned to the ADP
entity only for the marketing benefit of The Application Group entity (and not
under the ADP name). Only upon execution of the remarketing agreement between
PeopleSoft and SMS, the term of each of the Implementation Partner Agreement and
the related license shall be extended to 31 December 1997.
<PAGE>   2
Mr. Dan Zaccardo
ADP, Inc.
31 August 1994
Page 2

         The intent behind this assignment is to enable The Application Group to
continue to perform work for clients of PeopleSoft and/or ADP and not to enable
ADP to obtain a competitive advantage against PeopleSoft by using or reviewing
PeopleSoft technology to enhance ADP's CSS technology. All payments under the
Implementation Partner Agreement and the related license shall continue.

         The parties understand that it is expected that only Application Group
personnel will have access to both the PeopleSoft source code and the ADP CSS
source code in connection with the performance of their implementation services
to PeopleSoft customers and ADP customers. However, Application Group personnel
who have access to the PeopleSoft source code shall not use any PeopleSoft
source code or information derived therefrom to enhance, modify, or further
develop the ADP CSS source code.

         The parties further understand that Application Group personnel who
have had access to the PeopleSoft source code may retain certain fragments of
information in their memory and such personnel shall be permitted to use such
fragments of information in connection with the CSS product only after a twelve
(12) month period after last access to the PeopleSoft source code. In no event
shall ADP, The Application Group or its contractors be permitted to copy all or
any portion of any copyrighted portion of the PeopleSoft information without
PeopleSoft's prior written consent, unless otherwise provided in the Agreement;
and

         5. Upon execution of this letter, PeopleSoft agrees to permit ADP
(without ADP losing any of its rights or benefits under the Agreement) to: (i)
contract with GSI to enable ADP to sublicense GSI products in Canada; and (ii)
contract with banks in Canada to enable ADP to sublicense such banks' products
in Canada to mutual clients of such banks and ADP, in each case in the same
manner that ADP operates under the Agreement.

         6. The parties understand and agree that the specific terms of this
letter amendment are confidential, (particularly the possible or actual
extension of the term of the Implementation Partner Agreement) and neither party
shall disclose any of the specific terms to any third party. However, ADP shall
be permitted to issue general press releases and marketing statements concerning
ADP's acquisition of AG.

         Please procure the signature of an authorized ADP signatory and return
the original document to my attention.

Sincerely,                 PeopleSoft, Inc.                ADP, Inc.



/s/ Robert D. Finnell      /s/ Ronald E.F. Codd            /s/ James B. Benson
_____________________      ____________________            ___________________
Robert D. Finnell          Ronald E.F. Codd                Signature
Corporate Counsel          Sr. Vice President and CFO
                                                           James B. Benson
                                                           Printed name/title
                                                           President
<PAGE>   3
AMENDMENT NO. 4


                                                               December 28, 1995
Mr. Al Duffield
Vice President
PeopleSoft, Inc.
1331 North California Boulevard
Walnut Creek, California  94596

Dear Al:

         This letter agreement ("Letter Agreement") will serve as Amendment No.
4 to the Software License and Support Agreement dated as of June 23, 1992
between ADP, Inc. ("ADP") and PeopleSoft, Inc. ("PeopleSoft"), as heretofore
amended (the "ADP/PeopleSoft Agreement"). ADP and PeopleSoft hereby agree as
follows:

         1. PeopleSoft hereby grants to ADP a perpetual and non-exclusive source
code and object code license to use, modify and relicense PeopleSoft Workflow
and all related workflow tools, all of which are more fully described on Exhibit
A attached hereto ("Workflow"). Except as otherwise indicated herein, such
license shall be governed by the terms and conditions of the ADP/PeopleSoft
Agreement.

         2. Promptly after the date hereof and in accordance with the terms and
conditions of the ADP/PeopleSoft Agreement, PeopleSoft shall deliver to ADP the
source code and object code for Workflow release No. 5.0 and all related
end-user materials (including, without limitation, all materials described in
Section 1.12 of the ADP/PeopleSoft Agreement).

         3. In accordance with Section 4 of the ADP/PeopleSoft Agreement,
PeopleSoft shall provide to ADP "Product Maintenance Services" (as defined in
Section 4) for Workflow, including, without limitation, providing ADP with (i)
any and all updates, improvements, additions, modifications and/or enhancements
to Workflow release No. 5.xx up to, but not including, the next major release of
Workflow (e.g., release No. 6.0), (ii) any and all releases which are intended
to correct any "Bugs" (as defined in Section 1.6 of the ADP/PeopleSoft
Agreement) in the releases to which ADP is entitled pursuant hereto and (iii)
any and all information on human resource data base changes which are necessary
or required to correct Bugs and to use the updates, improvements, additions,
modifications and/or enhancements described herein. PeopleSoft shall provide ADP
with all such interim 5.xx
<PAGE>   4
releases of Workflow regardless of whether Workflow releases are delivered by
PeopleSoft as part of Product Maintenance Services for Workflow and/or
PeopleTools.

         4. As full consideration for PeopleSoft's grant of the license
hereunder and its provision of Product Maintenance Services for Workflow, ADP
hereby notifies PeopleSoft that, in accordance with Section 6(b)(II) of the
ADP/PeopleSoft Agreement, ADP hereby commits to the two minimum payments
provided for in Sections 6(b)(II)(B) and 6(b)(II)(C) of the ADP/PeopleSoft
Agreement; provided, however, that such minimum payments are hereby amended to
be $4,900,000 each (i.e., ADP hereby agrees to pay a total of $1,000,000 as full
consideration for PeopleSoft's grant of the license hereunder and its provision
of Product Maintenance Services for Workflow), subject to Paragraph 6 herein.
The annual notice to be given by ADP to PeopleSoft on or before December 1, 1996
pursuant to Paragraph 6(b)(II) of the ADP/PeopleSoft Agreement is hereby given.

         5. In accordance with Paragraph 2(a) of Amendment No. 2 to the
ADP/PeopleSoft Agreement, ADP and PeopleSoft hereby agree that the aggregate
maximum amount of the "Sublicense Fees" and the "License and Support Fees"
referenced in Section 6(b)(II)(C) of the ADP/PeopleSoft Agreement are hereby
reduced by $400,000 and therefore, after taking into effect the $1,000,000
payment referred to in Paragraph 4 herein and the discounting process described
in Paragraph 6 herein, the $22,500,000 referenced in such section is hereby
changed to $22,781,500.

         6. Notwithstanding anything to the contrary contained in the
ADP/PeopleSoft Agreement, the payments provided for in Section 6(b)(II)(B) and 6
(b)(II)(C) of the ADP/PeopleSoft Agreement and referred to in Paragraph 4 herein
shall be discounted at six percent (6%) and shall be made as follows (in lieu of
one payment annually in arrears):

<TABLE>
<S>                                                                   <C>
March 31.................................................             $1,157,625
June 30..................................................             $1,176,000
September 30.............................................             $1,194,375
December 31..............................................             $1,212,750
                                                                      ----------

                                                   Total:             $4,740,750
</TABLE>

For example, the $4,900,000 payment that would have been made in February 1997
(i.e., the payment provided for in Section 6(b)(II)(B) of the ADP/PeopleSoft
Agreement, as amended in Paragraph 4 herein) shall instead be discounted to
$4,740,750 and shall be made in four quarterly installments commencing March 31,
1996.


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         7. In connection with PeopleSoft's current efforts to build an
interface between its client/server products and ADP's Autopay II payroll
system, ADP hereby agrees to license and deliver to PeopleSoft a copy of (i) "PC
Payroll" (release No. 6.02) and (ii) "PC Exchange" (release No. 6.02). ADP also
hereby agrees to license and promptly deliver to PeopleSoft all future releases
of both such products until the earlier of (A) the date that PeopleSoft
completes the aforementioned interface and (B) the date that ADP is no longer
entitled to receive Product Maintenance Services for Workflow. PeopleSoft
acknowledges and agrees that such ADP products and any non-public information
related thereto are the proprietary and confidential property of ADP.
Accordingly, PeopleSoft hereby agrees that it will treat as confidential and
will not use, disclose or otherwise make available any such ADP products or
information to any person or entity other than to employees of PeopleSoft who
have a need-to-know in connection with PeopleSoft's current efforts to build the
aforementioned interface. Upon ADP's written request, PeopleSoft shall return to
ADP (within ten days after ADP's request) the ADP products and information
described in this Paragraph 7; provided, however, that, so long as PeopleSoft is
in compliance with the terms and conditions of this Letter Agreement and the
ADP/PeopleSoft Agreement, PeopleSoft shall not be required to return such copies
and information to ADP until the earlier of (A) the date that PeopleSoft
completes the aforementioned interface and (B) the date that ADP is no longer
entitled to receive Product Maintenance Services for Workflow. At no additional
fee to PeopleSoft, ADP shall also provide PeopleSoft with 120 ADP man-hours of
phone/on-site advisory support for PeopleSoft's efforts to build the
aforementioned interface. PeopleSoft shall be responsible for all reasonable
travel expenses incurred by ADP and ADP personnel in connection with such
support. If and to the extent that ADP shall agree with PeopleSoft to provide
additional support, such support shall be provided at ADP's then prevailing
rates.

         8. ADP and PeopleSoft have agreed to this Amendment No. 4 without
waiving any other rights under the ADP/PeopleSoft Agreement and this Amendment
No. 4 represents the entire agreement between ADP and PeopleSoft on the subject
matter herein and may only be modified by a written amendment hereto.


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         9. If you agree to be bound by the terms and conditions herein, please
execute below both copies of this Letter Agreement and return one fully executed
copy to my attention.

                                              ADP, INC.


                                              By: /s/ Richard Haviland
                                                  _____________________________
                                                  Name:  Richard Haviland
                                                  Title:  Vice President


ACCEPTED AND AGREED:

PEOPLESOFT, INC.


By: /s/ Albert W. Duffield
    __________________________
    Name:  Al Duffield
    Title:  Sr. Vice President


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                                    EXHIBIT A

Workflow Release 5.0 consists of:

* Workflow Designer: Tools to design and build the business process, rules,
roles and routings. Used to define worklists, message definitions, user roles,
and business processes.

* Workflow Processor: Suite of on-line agents to control and run the business
processes. Includes Message Agent, Application Agent, Database Agent and
Worklist Processor.

* Workflow Administrator: Tools to access, monitor, analyze and control the
workflow in the organization.


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Source: OneCLE Business Contracts.