<PAGE>
                                                                   EXHIBIT 10.19


                               SERVICES AGREEMENT


This Services Agreement is entered into this 10th day of February, 2003 by and
between The Ultimate Software Group, Inc. (hereafter "Ultimate") and Ceridian
Corporation (hereafter "Ceridian").

         Whereas, Ceridian has previously licensed certain products of Ultimate,
including that software product generally known as UltiPro; and

         Whereas, Ceridian desires to have Ultimate perform, and Ultimate
desires to perform certain services ("Services") relating to Ultimate's products
during the calendar year 2003, as more fully set forth in this Services
Agreement.

         Now, therefore, it is agreed as follows:

                  1.     Ultimate will perform the following for Ceridian
                         commencing on the date of this Services Agreement and
                         terminating at 11:59 p.m. on December 31, 2003:

                         A.    An employee of Ultimate will be selected by
                               Ultimate to work on a full-time basis
                               (approximately 40 hours per week) with Ceridian
                               at Ceridian's office in Atlanta, Georgia; the
                               employee will be appropriately familiar with
                               Ceridian's service bureau requirements and
                               dedicated to assisting Ceridian in the resolution
                               of issues or problems Ceridian has attendant to
                               the development, integration, troubleshooting or
                               other resolution of problems related to UltiPro
                               product functionality and Ceridian's service
                               bureau performance requirements. Ultimate will
                               bear all costs associated with its employee being
                               located in Atlanta, Georgia.

                         B.    Ultimate will host and provide suitable work
                               space and support to a Ceridian employee, to be
                               designated by Ceridian, onsite at Ultimate's
                               headquarters for the purpose of ongoing
                               coordination and understanding of general and
                               technical product requirements, integration
                               requirements, and general communication of both
                               Ultimate and Ceridian development status and
                               issue resolution. Ceridian will bear all employee
                               related costs associated with its employee's
                               presence at Ultimate's headquarters.

                         C.    Ultimate will make available to Ceridian
                               technical support relating to functionality and
                               design of Ultimate's products on a 24-hour, 7
<PAGE>

                               days per week basis, including an appropriately
                               responsive escalation and issue resolution
                               process.

                         D.    Ultimate will perform services based on
                               Ceridian's continued inclusion as a key
                               stakeholder in Ultimate's current and future
                               product functionality and performance activities
                               including:

                               (i)      The solicitation, review, and delivery
                                        of mutually agreed to functional or
                                        performance requirements from Ceridian
                                        for releases being developed for
                                        Ultimate products during the period of
                                        the Services Agreement.

                               (ii)     Assistance with the identification and
                                        timely resolution of emergent or
                                        near-term development activity required
                                        to address product functionality,
                                        performance or service bureau activity
                                        gaps affecting Ceridian's use of the
                                        UltiPro product.

                               (iii)    Consideration of Ceridian's feature or
                                        function enhancement requests and
                                        allowance of active participation by
                                        Ceridian in the prioritization of such
                                        requests for inclusion in future
                                        releases.

                               (iv)     Allowance of partner-level participation
                                        by Ceridian in the product development
                                        and release management processes, such
                                        as method and timing of requirement and
                                        specification reviews, prioritization of
                                        one-off tools/utilities development,
                                        market/customer feedback analysis and
                                        prioritization, and strategic direction
                                        planning.

                               (v)      Allowance of Ceridian's elective
                                        participation in release associated
                                        activity such as Beta releases and
                                        utility and tool evaluations.

                               (vi)     Continued professional interchange and
                                        creative discourse to further Ceridian's
                                        understanding of Ultimate's product
                                        functionality and its integration with
                                        Ceridian's products, and to advance
                                        product viability in the marketplace.

                         E.    Ultimate will perform extended performance and
                               scalability testing of Ultimate products to meet
                               Ceridian's performance and capacity planning
                               objectives inclusive of industry standard web
                               performance parameters, a 250,000 employee
                               minimum site capability, and corresponding system
                               throughput capability to support the efficient

                                       2
<PAGE>

                               processing of the workflow generated therein.
                               Ultimate will exercise commercially reasonable
                               efforts to rectify any identified performance and
                               capacity gaps.

                         F.    Ultimate will perform the Services in a diligent,
                               workmanlike manner conforming to industry quality
                               standards of persons skilled and experienced in
                               performing such services.

                  2.     In consideration for the services outlined in Section 1
                         above of this Services Agreement, Ceridian will pay
                         Ultimate the sum of Two Million Two Hundred and Fifty
                         Thousand Dollars ($2,250,000), payable in four equal
                         quarterly installments of Five Hundred Sixty-Two
                         Thousand and Five Hundred Dollars ($562,500). Ceridian
                         shall pay the first quarterly installment to Ultimate
                         within ten (10) days of the date of this Services
                         Agreement as set forth above, and the second, third,
                         and fourth quarterly installments to Ultimate no later
                         than May 1, August 1, and November 1, 2003,
                         respectively. In addition, Ceridian will reimburse
                         Ultimate for any reasonable travel or other out of
                         pocket expenses associated with performance of this
                         Services Agreement. Said amounts will be invoiced on a
                         monthly basis and payment will be due within thirty
                         (30) days of invoice date.

                  3.     The Services set forth in this Services Agreement are
                         independent of any other obligations of the parties as
                         provided for in other agreements between them, which
                         remain unchanged by this Services Agreement.

                  4.     This Services Agreement does not make either party the
                         employee, agent or legal representative of the other
                         for any purpose whatsoever. Neither party is granted
                         any right or authority to assume or to create any
                         obligation or responsibility, express or implied, on
                         behalf of or in the name of the other party. Each party
                         is acting as an independent contractor.

                  5.     This Services Agreement may not be assigned by Ceridian
                         or Ultimate except with the written consent of the
                         other party.

                  6.     This Services Agreement may not be modified, amended,
                         rescinded, canceled or waived, in whole or in part,
                         except by written amendment signed by both parties
                         hereto.

                  7.     GOVERNING LAW, LITIGATION EXPENSES AND ARBITRATION

                         (a)   This Services Agreement shall be governed by and
                               interpreted under the laws of the State of
                               Delaware, without giving effect to its conflicts

                                       3
<PAGE>

                               of laws principles. In the event of litigation or
                               arbitration arising from this Services Agreement,
                               the prevailing party shall be entitled to recover
                               its reasonable costs and attorney's fees in said
                               claim, lawsuit, arbitration or action from the
                               non-prevailing party.

                         (b)   (i) If a dispute other than a dispute with
                               respect to the ownership of intellectual property
                               (as distinguished from the use by Ceridian or one
                               or more Ceridian Customers of the Licensed
                               Software) is not resolved by the parties within
                               forty-five (45) days after the receipt of a
                               notice of dispute by either party to the other
                               party, such dispute will be submitted to
                               arbitration and finally settled by binding
                               arbitration conducted in accordance with the
                               Commercial Arbitration Rules (the "Rules") of the
                               American Arbitration Association then in effect.
                               Either party may give the other party notice, in
                               accordance with Section 13, of its submission of
                               such dispute to arbitration. Such notice shall
                               also be given in accordance with the Rules, to
                               the extent that the rules are inconsistent with
                               or supplement this notice requirement. Such
                               arbitration shall take place in Chicago,
                               Illinois, United States of America, before a
                               single arbitrator. The parties will agree upon
                               the selection of a particular arbitrator as soon
                               as reasonably practical after the notice
                               described in this Section 7(b) is given, but
                               failing such agreement within thirty (30) days of
                               such notices, the arbitrator will be selected in
                               accordance with the Rules. All issues in the
                               arbitration will be decided in accordance with
                               Delaware law and any applicable federal law.

                               The determinations of the arbitrator will be
                               final and binding upon the parties to the
                               arbitration, and judgment upon the award rendered
                               by the arbitrator may be entered in any court
                               having jurisdiction, or application may be made
                               to such court for a judicial acceptance of the
                               award and an order of enforcement, as the case
                               may be. The arbitrator shall be requested to set
                               forth the grounds for his or her decision in the
                               award.

                               All proceedings before the arbitrator shall be
                               conducted in the English language. All documents
                               and papers submitted to the arbitrator shall be
                               in the English language or accompanied by a
                               competent English language translation thereof.

                                       4
<PAGE>

                               With the exception of applications to courts of
                               competent jurisdiction for injunctive relief, the
                               parties stipulate the submission of disputes to
                               arbitration as provided in this Section 7, and
                               arbitration pursuant thereto, shall be a
                               condition precedent to any suit, action or
                               proceeding instituted in any court or before any
                               administrative tribunal with respect to such
                               dispute. The arbitration provisions hereof shall,
                               with respect to any dispute arising out of this
                               Services Agreement, survive the termination or
                               expiration of this Services Agreement.

                               Both parties agree to continue performing their
                               respective obligations under this Services
                               Agreement while any dispute is being resolved
                               unless and until such obligations are terminated
                               or expire in accordance with the provisions
                               hereof.

                               The parties shall use their best commercial
                               efforts to set the date of the arbitration with
                               sixty (60) days after selection of the arbitrator
                               but in no event shall the arbitration be set more
                               than ninety (90) days after selection of the
                               arbitrator. Discovery as permitted by the Federal
                               Rules of Civil Procedure then in effect will be
                               allowed in connection with the arbitration to the
                               extent consistent with the purpose of the
                               arbitration and as allowed by the arbitrator.

                               The decision or award of the arbitrator shall be
                               rendered within fifteen (15) days after the
                               conclusion of the presentation to and hearing by
                               the arbitrator. The decision or award of the
                               arbitrator shall be final, binding and
                               non-appealable by the parties.

                               Each party shall bear its own arbitration costs
                               and expenses and all other costs and expenses of
                               the arbitration shall be divided equally between
                               the parties; provided, however, the arbitrator
                               may modify the allocation of fees, costs and
                               expenses in the award in those cases where
                               fairness dictates.

                               Notwithstanding anything to the contrary in this
                               Section 7(b), the parties shall have the
                               authority to stay the time periods set forth in
                               this Section 7(b) upon mutual agreement.

                                       5
<PAGE>

                               (ii) Notwithstanding any other provision of this
                               Section 7(b), either party may resort to court
                               action for injunctive relief at any time if the
                               dispute resolution processes set forth in this
                               Section 7(b) would permit or cause irreparable
                               injury to such party or any third party claiming
                               against such party, due to delay arising out of
                               the dispute resolution process.

                  8.     In the event of the bankruptcy of Ultimate pursuant to
                         the Bankruptcy Act and an attendant rejection of the
                         Services Agreement or any license or assignment granted
                         hereunder pursuant to Section 365 thereof, the parties
                         intend that the provisions of the Bankruptcy Act shall
                         apply and Ceridian shall be entitled to retain
                         possession of all embodiments of intellectual property
                         delivered to it by Ultimate under this Services
                         Agreement and to the extent permitted by law, retain
                         the license rights granted thereunder, subject to any
                         Ceridian obligation to pay royalties and fees.

                  9.     If any provision of the Services Agreement is found
                         unenforceable under any of the laws or regulations
                         applicable thereto, such provision terms shall be
                         deemed stricken from this Services Agreement, but such
                         invalidity or unenforceability shall not invalidate any
                         of the other provisions of this Services Agreement.

                  10.    This Services Agreement may be executed in two or more
                         counterparts and by facsimile in the English language,
                         and each such counterpart shall be deemed an original
                         hereof.

                  11.    No failure by either party to take any action or assert
                         any right hereunder shall be deemed to be a waiver of
                         such right in the event of the continuation or
                         repetition of the circumstances giving rise to such
                         right.

                  12.    This Services Agreement shall be binding on Ceridian
                         and Ultimate and their permitted assignees and all
                         successors in interest.

                  13.    NOTICES. Notices permitted or required be given
                         hereunder shall be deemed sufficient if given by
                         registered or certified mail, postage prepaid, return
                         receipt requested, or by private courier service to the
                         respective addresses of the parties set forth in this
                         Section 13 or at such other addresses as the respective
                         parties may designate by like notice from time to time.
                         Notices so given shall be effective upon (a) receipt by
                         the party to which notice is given, or (b) on the fifth

                                       6
<PAGE>

                         (5th) day following domestic mailing or the tenth
                         (10th) day following international mailing, as may be
                         the case, whichever occurs first. The initial addresses
                         for purposes of this notice provision shall be:

                         Ceridian Corporation
                         3311 E. Old Shakopee Road
                         Minneapolis, MN  55425-1640
                         Attention:  President

                         With copy to:

                         Ceridian Corporation
                         3311 E. Old Shakopee Road
                         Minneapolis, MN  55425-1640
                         Attention:  General Counsel

                         The Ultimate Software Group, Inc.
                         2000 Ultimate Way
                         Weston, FL  33326
                         Attention:  President

                         With copy to:

                         The Ultimate Software Group, Inc.
                         2000 Ultimate Way
                         Weston, FL  33326
                         Attention:  General Counsel

                  14.    Except with the consent of the other party, neither
                         party shall publicize, advertise, announce or describe
                         to any governmental authority or other third person,
                         the terms of this Services Agreement, except as
                         required by law or as required pursuant to this
                         Services Agreement.

THE ULTIMATE SOFTWARE GROUP, INC.                  CERDIAN CORPORATION

By:     /s/ Marc D. Scherr                  By:  /s/ Todd A. Reimringer
    -------------------------                  ---------------------------------

Name:     Marc D. Scherr                    Name:      Todd A. Reimringer
      -----------------------                    -------------------------------

Title:    Vice Chairman                     Title:   Chief Operating Officer
       ----------------------                     ------------------------------
                                                     Human Resources Solutions


                                       7