EXHIBIT 10.28

                      EXCESS DEDUCTIBLE INDEMNITY AGREEMENT

                                  DECLARATIONS


ITEM 1.  COMPANY:         Reliance Insurance Company of Illinois

ITEM 2.  INSURED:         The Vincam Group, Inc. and other insureds as per 
                          attached Additional Named Insureds Endorsement.

ITEM 3.  EFFECTIVE DATE:  12/31/96 -
                          12/30/99

ITEM 4.  PREMIUM:         Deposit Premium for 12/31/96-97 shall be $4,422,600. 
                          Deposit Premium for 12/31/97-99 shall be determined by
                          the Company.

ITEM 5.  COVERED POLICY:

------------------------------------------------------------------------
                    POLICY     POLICY    POLICY    POLICY     DEDUCTIBLE
   INSURER         COVERAGE     TYPE     NUMBER    PERIOD       AMOUNT
   -------         --------    ------    ------    ------     ----------
------------------------------------------------------------------------

Liberty Mutual     Workers'    Deduct.                         $500,000
Insurance          Comp.
Company

ITEM 6.  COMPANY'S LIMIT OF LIABILITY FOR EACH COVERED POLICY:

Excess Deductible Amounts of $500,000 for each occurrence for indemnity claims
in excess of an underlying Aggregate Deductible Limit of $4,100,959, including
all Allocated Loss Adjustment Expenses.

ITEM 7.  MEDICAL ONLY PER OCCURRENCE RETENTION FOR EACH COVERED POLICY:

$2,000 each and every Medical Only Claim

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                      EXCESS DEDUCTIBLE INDEMNITY AGREEMENT
                      -------------------------------------
                     
In consideration of the payment of the premium and in reliance upon the
statements made to the Company, and subject to the Medical Only Per Occurrence
Retention and the Limit of Liability, and the limitations, exclusions, terms and
conditions of this Agreement, the Company agrees with the Insured as follows:

I.      DEFINITIONS
        -----------

        A.     AGGREGATE DEDUCTIBLE LIMIT
               --------------------------

               "Aggregate Deductible Limit" means the total aggregate amount of
               Deductible Amounts for which Commercial Risk Re-Insurance Company
               shall be liable in the amount of $4,100,959 pursuant to the
               Deductible Payment Loss Portfolio Transfer Insurance Policy
               effective December 31, 1996.

        B.     INSURED
               -------

               "Insured" means the Insureds designated in the Declarations.

        C.     COMPANY
               -------

               "Company" means Reliance Insurance Company of Illinois.

        D.     INSURER
               -------

               "Insurer" means an insurance company that issued a Covered Policy
               as listed in Item 5 of the Declarations.

        E.     AGREEMENT
               ---------

               "Agreement" means this Excess Deductible Indemnity Agreement.

        F.     RETROSPECTIVE COVERAGE PERIOD
               -----------------------------

               The Retrospective Coverage Period shall include the period from
               and including January 1, 1994 through and including December 31,
               1996, provided, however, that losses for which coverage is sought
               hereunder are payable on or after December 31,1996.

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        G.     BUSINESS COVERED
               ----------------

               Business with respect to U.S. situated risks of the Insured only
               classified as worker's' compensation under the covered Policy as
               set forth in Item 5 hereunder.

        H.     EXCESS DEDUCTIBLE AMOUNTS
               -------------------------

               "Excess Deductible Amounts" means any amounts actually paid by an
               Insurer with respect to a claim under a Covered Policy and for
               which an Insured is responsible for reimbursing the Insurer under
               the terms of any deductible provision or endorsement of a Covered
               Policy in excess of the underlying Aggregate Deductible Limit of
               $4,100,959, including all Allocated Loss Adjustment Expenses.
               Such Excess Deductible Amounts may include but are not limited to
               damages, benefits, losses, or costs, fees and expenses for
               investigation, negotiation, settlement or defense. "Excess
               Deductible Amounts" shall not include any premium taxes,
               surcharges or assessments arising out of or attributable to an
               Insured's obligations to reimburse an Insurer whether the Insured
               is required to pay the Insurer for such premium taxes, surcharges
               or assessments under the Covered Policy or otherwise.

               In no event will the Company be liable to indemnify the Insured
               for any Excess Deductible Amounts within the underlying Aggregate
               Deductible Limit of $4,100,959.

II.     INSURING AGREEMENTS
        -------------------

        A.     COVERAGE
               --------

               The Company, subject to the Medical Only Per Occurrence Retention
               and as described in E below will pay on behalf of the Insured all
               Excess Deductible Amounts which the Insured shall become
               obligated to pay up to the Limit of Liability as described in D
               below to an Insurer under a Covered Policy listed in Item 5 of
               the Declarations.

        B.     NO DUTY TO DEFEND
               -----------------

               The Company shall have no duty to investigate or defend any
               claim, suit or proceeding commenced against the Insured under
               this Agreement or any Covered Policy. The Company shall have the
               right to associate, at its own expense, with the Insured in the
               defense or investigation of any claim, suit or proceeding
               involving the Covered Policy listed in Item 5 of the
               Declarations.

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        C.     PAYMENTS TO INSURER LISTED IN DECLARATIONS
               ------------------------------------------

               All Excess Deductible Amounts payable under this Agreement shall
               be paid on behalf of the Insured directly to the Insurer on the
               Covered Policy listed in Item 5 of the Declarations. The payment
               of such Excess Deductible Amounts shall be made in satisfaction
               of the Insured's obligations to such Insurer under the Covered
               Policy. The Insured irrevocably waives any rights to such
               payments.

        D.     LIMIT OF LIABILITY
               ------------------

               The amount stated in Item 6 for each Covered Policies is the most
               the Company will pay for Excess Deductible Amounts under each
               Covered Policy for each occurrence.

        E.     MEDICAL ONLY PER OCCURRENCE RETENTION
               -------------------------------------

               The Company will not pay any Excess Deductible Amounts within the
               Medical Only Per Occurrence Retention stated in Item 7 of the
               Declarations for each Covered Policy. The Company shall have no
               liability whatsoever hereunder with respect to any occurrence
               covered by this Agreement until the Insured shall have paid the
               Insured's Medical Only Per Occurrence Retention of $2,000.

III.    EXCLUSIONS
        ----------

        The Insurance under this Agreement covers only those Excess Deductible
        Amounts which the Insured shall become obligated to pay to an Insurer
        under the deductible endorsement to a Covered Policy listed in Item 5 of
        the Declarations. Any Excess Deductible Amounts not covered or excluded
        under a Covered Policy shall not be covered under this Agreement and the
        Company shall have no liability to pay such Excess Deductible Amounts on
        behalf of the Insured.

IV.     CONDITIONS
        ----------

        A.     NOTICE OF CLAIM
               ---------------

               The Insured shall provide the Company with a copy of any and all
               notices and information on claims made under a Covered Policy.
               The Insured shall provide the Company with a copy of any such
               notices or information at the same time that it provides such
               notices or information to an Insurer.

               In addition, the Insured shall notify the Company in writing a
               soon as practicable of any claim for reimbursement of any amounts
               within the deductible provision by the Insurer under a Covered
               Policy. The notice shall include: (1) the name of the Insurer,

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               (2) the amount(s) sought by the Insurer, (3) the amount(s) paid
               or reserved by the Insurer for such claim, suit or proceeding,
               including indemnities, medical expenses or benefits, and
               allocated loss adjustment expense, (4) the amount of the
               deductible, if any, applicable to such claim, suit or proceeding,
               (5) the Insurer's claim number, (6) the claimant's name and
               address, (7) the date of accident or occurrence that is the basis
               for such claim, suit or proceeding and (8) any other relevant
               information requested by the Company. The Insured shall cooperate
               with the Company in the investigation and settlement of any claim
               under this Agreement.

        B.     COMMUTATION
               -----------

               The Insured, upon 30 days prior written notice to the Company,
               may elect at any time to assume all of the Company's liabilities
               under this Agreement, in consideration of a payment as mutually
               agreed between the Company and Insured (the "Commutation").

        C.     FALSE OF FRAUDULENT CLAIMS
               --------------------------

               If the Insured submits any claim that the Insured knows is false
               or fraudulent, in whole or part, as regards amount of otherwise,
               this Agreement shall be void and all insurance under this
               Agreement shall be forfeited.

        D.     SUBROGATION
               -----------

               The Company shall be subrogated to the rights of the insured to
               recover from any third party including any Excess Deductible
               Amounts paid on behalf of the Insured to such third party liable
               for such Excess Deductible Amounts. The Insured hereby assigns
               its rights to participate in any recoveries by an Insurer. The
               Insured shall cooperate fully with the Company to recover such
               Excess Deductible Amounts.

        E.     OTHER INSURANCE
               ---------------

               Except with respect to Covered Policy, the insurance under this
               Agreement shall be excess insurance over and above any other
               applicable insurance available to the Insured, whether such other
               insurance is stated to be primary, contributing, excess,
               contingent or otherwise and whether such other insurance is valid
               and collectible.

        F.     BANKRUPTCY OR INSOLVENCY OF INSURED
               -----------------------------------

               Bankruptcy or insolvency of the Insured shall not relieve the
               Company of any of its obligations hereunder.


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        G.     ACTION AGAINST THE COMPANY
               --------------------------

               No action shall lie against the Company unless, as a condition
               precedent thereto the Insured shall have fully complied with all
               the terms and conditions of this Agreement. In addition, no
               action shall lie against the Company until the amount of the
               Insured's obligation to pay Excess Deductible Amounts under the
               Covered Policy listed in Item 5 of the Declarations shall have
               been determined finally and payment made by an Insurer under a
               Covered Policy.

               Nothing contained in this Agreement shall give any person or
               entity any right to join the Company as a co-defendant in any
               action against the Insured to determine the Insured's liability
               to such person or organization.

        H.     AUDIT
               -----

               The Company may examine and audit the Insured's books and records
               until all timely and properly reported claims are paid under this
               Agreement. The Insured shall cooperate fully with the Company
               during any audit, and shall provide the Company with any
               information or documents requested by the Company that relates to
               the rights and obligations of the insured and the Company under
               this Agreement.

        I.     ASSIGNMENT
               ----------

               This Agreement shall be void if assigned or transferred without
               the prior written consent of the Company.

        J.     CHANGES
               -------

               This Agreement may not be changed, amended or otherwise modified
               except through a validly issued written endorsement executed by
               the Company. Information provided to an agent of the Company
               shall not result in a change, amendment or other modification to
               any part of this Agreement or stop the company from asserting any
               right under the Agreement or relieve the Insured of any duty
               under this Agreement.

        K.     ARBITRATION
               -----------

               If any dispute arises between the Insured and the Company either
               before or after termination of this Agreement with reference to
               the interpretation of this Agreement or the rights of either
               party under this Agreement, the dispute shall be referred to
               arbitration. The arbitration will involve three arbitrators, one
               to be selected by each party and the third by the two parties
               selected. If either party refuses or neglects to appoint an
               arbitrator within thirty (30) days after the receipt of written
               notice from the other party requesting it to do so, the
               requesting party may nominate two

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               arbitrators who shall select the third arbitrator. In the event
               the two arbitrators do not agree on the selection of the third
               arbitrator shall be selected pursuant to the commercial
               arbitration rules of the American Arbitration Association. The
               arbitrators shall be officials or former officials of other
               insurance of reinsurance companies. The arbitration shall take
               place in the State of New York and the arbitration proceedings
               shall be governed by the rules of the American Arbitration
               Association and the New York Arbitration Law. The arbitrators
               shall consider this Agreement honorable engagement rather than
               merely a legal obligation; they are relieved of all judicial
               formalities and may abstain from following the strict rules of
               the law; provided, however, that the arbitrators may not render
               any award of punitive or exemplary damages. The decision of a
               majority of the arbitrators shall be final and binding on both
               the Insured and the Company and judgment upon the award rendered
               by the arbitrators may be entered into any court having
               jurisdiction thereof. The expense of the arbitrators and of the
               arbitration shall be equally divided between the Insured and the
               Company. Arbitration is the sole remedy for disputes arising
               under this Agreement. The arbitrators are relieved of any
               judicial formalities or rules of law and shall be bound to the
               standards and practices of the insurance business and the intent
               of this Agreement.

        L.     COUNTERPARTS
               ------------

               This Agreement may be executed in any number of counterparts,
               each of which shall be deemed an original, and the counterparts
               shall constitute but one and same instrument, which shall be
               sufficiently evidenced by any one counterpart.

        M.     INTEGRATION, FINAL AGREEMENT
               ----------------------------

               This Excess Deductible Indemnity Agreement represents the
               complete and final agreement of the parties hereto and it
               supersedes and replaces any prior oral or written understandings
               of the parties including. This Agreement shall not be amended or
               modified except by the prior written agreement of the Insurer and
               the Insured.

        IN WITNESS WHEREOF, the parties have __________ this instrument to be
signed by their authorized representatives as of the 22nd day of January, 1997.

                                            COMPANY:
                                            RELIANCE INSURANCE COMPANY OF
                                            ILLINOIS


                                                [SIGNATURE]
                                            -----------------------------

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                                            INSURED:
                                            THE VINCAM GROUP, INC.


                                            /s/ MARTIN PEREZ
                                            -----------------------------
                                            Martin Perez

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