LICENSE AGREEMENT



This License Agreement ("Agreement") is effective as of April 1, 2001 (the

"Effective Date") by and between the Parties, A2D, L.P., (Licensor), a

California Limited Partnership having offices at 9200 Sunset Blvd., Suite 1005,

Los Angeles, California 90069, and TALX Corporation ("Licensee"), a Missouri

corporation having offices at 1850 Borman Court, St. Louis, Missouri 63146.



WHEREAS, Licensor holds a license from Ronald A. Katz Technology Licensing, L.P.

("Patent Holder") under patent and patent application rights relating to

Automated Transaction Processing Utilizing Communication Facilities and/or

Computer Telephone Integration (ACTI patents) and has the right to grant

non-exclusive licenses, releases and covenants not to sue thereunder;



WHEREAS, prior to entering into its license under the ACTI Patents, Licensee

sold to its customers certain equipment and/or software, which equipment and/or

software was, and continues to be, entirely unlicensed;



WHEREAS, Licensee desires to obtain certain non-exclusive rights under the ACTI

patents as provided herein, including both a use license under the invention of

the ACTI patents itself and the right to grant limited sublicenses and covenants

not to sue to certain of the customers to whom it previously sold equipment

and/or software;



WHEREAS, Licensor and Licensee (the "Parties") recognize the potential

difficulty and inefficiency to both parties of negotiating and administering

individual licenses to each of such ACTI patents relating to a given activity of

Licensee;



WHEREAS, the Parties have reviewed the activities of Licensee as related to the

ACTI patents and on the basis of their knowledge have selected appropriate

Fields-Of-Use for the activities of Licensee with respect to the ACTI patents;



WHEREAS, in view of the nature of the ACTI patents, the business and activities

of Licensee, the mutual convenience of and efficiency to the Parties and the

equities of the situation, the Parties have resolved that specific Field-Of-Use

Licenses are proper and appropriate as set forth herein; and



NOW, THEREFORE, in consideration of the mutual promises and other consideration

as set forth herein, the Parties agree as follows:



1.   DEFINITIONS



     1.1 "Acquiring Person" means the Person or Persons that, in an Acquisition,

come into control, direct or indirect, of another Person or of substantially all

of the assets of another Person.



     1.2 "Acquisition" (and any similar term such as "Acquire") means a

transaction by which a person that has not previously controlled (as used in

Section 1.20) another Person comes into control of such other Person or becomes

the owner of substantially all of the assets of such other Person.





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                                                CONFIDENTIAL TREATMENT REQUESTED

                                                BY TALX CORPORATION





     1.3 "Additional System Owner" means one of the TALX Premises System Owners

listed in Exhibit E.



     1.4 "Arbitrator" must be a patent attorney acceptable to the parties having

an electrical engineering, computer science or similar background and licensing

experience in the field of telecommunications and experience in alternative

dispute resolution procedures.



     1.5 "Caller Paid Program" means Campaigns in which the caller is billed for

the call and information or services that are delivered in association with the

call, as for example in "900" or "976" calling modes. These calls also are

commonly referred to as "caller-charge" and "pay to dial" calls.



     1.6 "Caller Paid Program Receipts" means net amounts in U.S. Dollars

charged to callers, less arms-length transaction charge backs resulting from

Licensee's Caller Paid Programs. For further definition, examples of "included"

and "excluded" Caller Paid Program Receipts are stated in Exhibit C.



     1.7 "Campaign" means automated transaction processing services provided by

Licensee or its Subsidiaries.



     1.8 "Carrier" means any entity which transmits a communication having a

voice component over a communication channel.



     1.9 "Customers" of Licensee are all those to whom Licensee provides

services within the licensed Fields-Of-Use.



     1.10 "Elapsed Carrier Time" means, with respect to Campaigns, the transport

minutes, i.e. the aggregate elapsed time of all callers participating in

Campaigns during which each caller is connected to a Carrier (whether or not

Licensee is the customer of record with the billing carrier) in relation to the

Campaign. The following examples illustrate the proper application of the

foregoing definition: (i) if a caller is connected to a Carrier in the execution

of a Campaign and while the caller is so connected, an outbound call is made by

Licensee, the elapsed time during which the outbound call is connected to a

Carrier is not to be added to the elapsed time during which the caller is

connected to his Carrier in computing the Elapsed Carrier Time of the Campaign,

(ii) if ten (10) separate individual callers call Licensee in connection with a

Campaign and each caller is connected to Licensee for ten (10) minutes, the

Elapsed Carrier Time of the Campaign would be the aggregate of the elapsed time

each Caller is connected through a Carrier to Licensee in connection with the

Campaign (in this example, one hundred (100) minutes), and (iii) if three (3)

calls were connected to Licensee of the following durations: first call, one

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