<PAGE>


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAD BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                    EXHIBIT 10.8

                    SOFTWARE LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement ("Agreement") is made as of the
Effective Date by and between PeopleSoft, Inc. ("PeopleSoft"), a Delaware
corporation having an office at 4305 Hacienda Drive, P.O. Box 9085, Pleasanton,
California 94566 and Licensee.

                             TERMS AND CONDITIONS

1.     LICENSE

1.1    PeopleSoft grants Licensee a perpetual, non-exclusive, non-transferable
license to use the licensed Software, solely for Licensee's internal data
processing operations for the size of entity specified in the Schedule(s), on
Servers located at Sites within the Territory. Licensee shall use any third
party software products or modules provided by PeopleSoft solely with PeopleSoft
Software.

1.2  Licensee may:

a. make a reasonable number of copies of the Software, solely for: (i)
   Production Use according to the terms of this Agreement; (ii) archive for
   emergency back-up purposes; and (iii) disaster recovery testing purposes; and
b. modify or merge the Software with other software, with the understanding that
   any modifications, however extensive, shall not diminish PeopleSoft's title
   or interest in the Software.

1.3  PeopleSoft shall provide Licensee with the number of copies of the
Software and Documentation only as specified in the applicable Schedule and
workstation access as specified in the applicable Schedule. Licensee may make a
reasonable number of copies of Documentation solely for Licensee's internal use
with the Software provided all copyright notices are reproduced.

2.     LICENSE EXCLUSIONS

2.1    Except as expressly authorized herein, Licensee shall not:

a.  Copy the Software;
b.  Cause or permit reverse compilation or reverse assembly of all or any
    portion of the Software;
c.  Distribute, disclose (except for disclosure to third parties under sections
    4.2 and 14.2 of this Agreement), market, rent, lease or transfer to any
    third party any portion of the Software (including PeopleTools) or the
    Documentation, or use the Software or Documentation in any service bureau
    arrangement, facility management, or third party training;
d.  Disclose the results of Software performance benchmarks to any third party
    without PeopleSoft's prior written consent (except for disclosure to third
    parties under sections 4.2 and 14.2 of this Agreement);
e.  Transfer the Software to a different database platform without prior written
    notice to PeopleSoft and payment of any additional fees that may be due;
f.  Transfer to or use the Software outside the Territory without providing
    prior written notice to PeopleSoft and payment of additional fees;
g.  Export the Software in violation of U.S. Department of Commerce export
    administration regulations; and
h.  Use PeopleTools, except solely in conjunction with the licensed PeopleSoft
    applications.

2.2    No license, right, or interest in any PeopleSoft trademark, trade name,
or service mark is granted hereunder.

3.     FEES AND PAYMENT TERMS

3.1    Licensee shall pay PeopleSoft the fees as specified in each applicable
Schedule.

3.2    Unless Licensee provides PeopleSoft with a valid tax exemption or direct
pay certificate, Licensee is responsible for all taxes, duties and customs fees
concerning the Software and/or services, excluding taxes based on PeopleSoft's
income. Overdue payments shall bear interest at the lesser of twelve percent
(12%) per annum or the maximum rate allowed under applicable law.

3.3    The license fee for the Software listed in the applicable Schedule is
based upon Licensee's representations concerning pricing metrics of operation,
as set forth in the Schedule(s). PeopleSoft reserves the right to assess
additional license fees if the pricing metrics of operation are enlarged beyond
the scope which formed the basis for the license fees.

3.4    On an annual basis, PeopleSoft shall provide Licensee with a statement
listing the applicable pricing metrics for which the Software is licensed.
Licensee shall provide PeopleSoft with a signed certification of such statement
either (a) confirming that the Software is being used in conformance with the
applicable license; or (b) providing PeopleSoft with corrected figures.   If
Licensee provides PeopleSoft with corrected figures, PeopleSoft shall invoice
Licensee for the applicable fees for any increase beyond the applicable pricing
metrics licensed. Should Licensee fail to pay the applicable fees for any
increase, such failure shall be deemed a material breach of this Agreement.

3.5    PeopleSoft reserves the right to audit Licensee's use of the Software no
more than once annually at PeopleSoft's expense. All audits shall be conducted
during regular business hours at Licensee's site and shall not unreasonably
interfere with Licensee's business activities. PeopleSoft shall schedule any
audits at least fifteen (15) days in advance.

4.     TITLE AND PROTECTION

4.1    PeopleSoft (or its third-party providers) retains title to all portions
of the Software and any copies thereof. If Licensee creates a Software
modification using PeopleTools, Licensee shall only have title in such
modification that remains after PeopleTools has been separated from the
modification. Licensee shall use modifications created by Licensee solely for
internal use in accordance with this Agreement. Licensee may disclose Licensee-
created modifications to other PeopleSoft customers through PeopleSoft Forum,
subject to PeopleSoft's right to modify and monitor modifications distributed
through PeopleSoft Forum. Except as stated above, Licensee shall have no right
to market or distribute modifications. In the event Licensee provides Software
modifications to PeopleSoft, PeopleSoft shall have a perpetual, royalty-free
license from Licensee to use, enhance and incorporate such modifications into
PeopleSoft's software products for general use and distribution. Licensee is not
obligated to disclose modifications to PeopleSoft.

4.2    Title to the physical media for the Software vests in Licensee upon
delivery. PeopleSoft represents that the Software contains valuable proprietary
information.   Licensee shall not disclose the Software to anyone other than
those of its employees or consultants under nondisclosure obligation who have a
need to access the Software for purposes consistent with this Agreement. Each
full or partial copy of the Software made by Licensee shall have



                                                                     page 1 of 4
<PAGE>

all copyright and proprietary information notices as provided in the original.

4.3    The Software was developed at private expense, is commercial, and is
published and copyrighted. If Licensee is an agency of the United States
Government or licensing the Software for operation on behalf of the United
States Government, the Software is transferred to Licensee with rights no
greater than those set forth in Federal Acquisition Regulation 52.227-19(c)(2)
[or DFAR 252.227-7013(c)(1) if the transfer is to a defense-related agency] or
subsequent citation.

4.4    The Software may be transferred to the U.S. government only with the
separate prior written consent of PeopleSoft and solely with "Restricted Rights"
as that term is defined in FAR 52.227- 19(c)(2) (or DFAR 252.227-7013(c)(1) if
the transfer is to a defense- related agency) or subsequent citation.

5.     PATENT AND COPYRIGHT INDEMNITY

PeopleSoft shall indemnify and defend Licensee against any claims that the
Software infringes any United States patent or copyright; provided that
PeopleSoft is given prompt notice of such claim and is given information,
reasonable assistance, and sole authority to defend or settle the claim. In the
defense or settlement of the claim, PeopleSoft shall, in its reasonable judgment
and at its option and expense: (i) obtain for Licensee the right to continue
using the Software; (ii) replace or modify the Software so that it becomes
noninfringing while giving equivalent performance; or (iii) if PeopleSoft cannot
obtain the remedies in (i) or (ii) as its sole obligation, terminate the license
for the infringing Software and upon receipt of the infringing Software, return
only the license fees paid by Licensee for such Software, prorated over a five
year term from the applicable Schedule Effective Date. PeopleSoft shall have no
liability to indemnify or defend Licensee to the extent the alleged infringement
is based on: (i) a modification of the Software by anyone other than PeopleSoft
(ii) use of the Software other than in accordance with the Documentation, or
(iii) use of the Software outside the Territory.

6.     DEFAULT AND TERMINATION

6.1    An event of default is: (i) a failure by either party to comply with any
material obligation under this Agreement; and (ii) such non-compliance remains
uncured for more than thirty (30) days after receipt of written notice thereof

6.2    If an event of default occurs, the nondefaulting party, in addition to
any other rights available to it under law or equity, may terminate this
Agreement and all licenses granted hereunder by written notice to the defaulting
party. Except as otherwise specifically stated herein, remedies shall be
cumulative and there shall be no obligation to exercise a particular remedy.

6.3    Within fifteen (15) days after termination of this Agreement, Licensee
shall certify in writing to PeopleSoft that all copies of the Software in any
form, including partial copies within modified versions, have been destroyed or
returned to PeopleSoft.

7.     LIMITED WARRANTY

PeopleSoft warrants that it has title to the Software and/or the authority to
grant licenses to use the third party software. PeopleSoft warrants that the
Software will perform substantially in accordance with the Documentation for a
period of one (1) year from the date of initial installation and that the
Software media is free from material defects. PeopleSoft does not warrant that
the Software is error-free. PeopleSoft's sole obligation is limited to repair or
replacement of the defective Software in a timely manner, provided Licensee
notifies PeopleSoft of the deficiency within the one-year period and provided
Licensee has installed all Software updates provided pursuant to PeopleSoft's
Software Support Services. PEOPLESOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

8.     LIMITATION OF LIABILITY

PEOPLESOFT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCLUDING DAMAGES INCURRED BY LICENSEE UNDER THE ARTICLE ENTITLED, "PATENT AND
COPYRIGHT INDEMNITY," PEOPLESOFT'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT
(WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY
LICENSEE TO PEOPLESOFT FOR THE SOFTWARE MODULE OR THE SERVICES FROM WHICH THE
CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK SET FORTH IN
THIS SECTION.

9.     SINGLE SITE SOFTWARE SUPPORT SERVICES

PeopleSoft shall provide Licensee with one (1) year of Software Support Services
for a single Server at Licensee's single, central Site listed in the applicable
Schedule according to PeopleSoft's standard Software Support Services Terms and
Conditions. After the first year, Licensee may elect to acquire single Site
Software Support Services pursuant to the then-current terms and conditions by
paying PeopleSoft the fees stated in the applicable Schedule.  Unless Licensee
elects to purchase Software Support Services for more than one Site, Licensee
shall support all copies of the Software licensed under this Agreement through
Licensee's single, central Site. Licensee may acquire Support Services for
additional Sites for an additional annual fee.

10.    ON-SITE SUPPORT DAYS

PeopleSoft shall use the installation support days listed in the Schedule(s) to
install the Software listed in the Schedule(s) on a single Server at Licensee's
single, central Site.   Any additional installation support requested by
Licensee shall be provided to Licensee at the then-current hourly rate. Licensee
shall reimburse PeopleSoft for all reasonable travel and living expenses
associated with any installation and support.

11.    TRAINING

PeopleSoft shall provide Licensee with the number of training units set forth in
the Schedule for use at a PeopleSoft Training Facility. Licensee may use
training units for training at Licensee's site only as the parties mutually
agree in writing. Licensee must use these training units within one (1) year
from the Schedule Effective Date.

12.    NOTICES

All notices shall be in writing and sent by registered mail, overnight mail,
courier, or transmitted by facsimile (if confirmed by such mailing), to the
addresses indicated in this Agreement or such other address as either party may
indicate by at least ten (10) days prior written notice to the other party.
Notices to PeopleSoft shall be sent to the attention of PeopleSoft Legal with a
copy to Licensee's assigned account manager.

                                                                     page 2 of 4
<PAGE>

13.    ASSIGNMENT

Licensee may not assign this Agreement (by operation of law or otherwise) or
sublicense the Software without the prior written consent of PeopleSoft, and any
prohibited assignment or sublicense shall be null and void. Software licensed
under this Agreement is solely for the use of Licensee. Any merger or
acquisition of or by Licensee shall require payment of additional license fees
for the expanded scope of use of the licensed Software.

14.    NONDISCLOSURE OBLIGATION

14.1   The terms, conditions, pricing and any other information clearly marked
"confidential" under this Agreement are confidential and shall not be disclosed,
orally or in writing by Licensee to any third party without the prior written
consent of PeopleSoft. PeopleSoft shall not disclose to any third party any
Licensee information provided to PeopleSoft  which is clearly marked
"confidential" without Licensee's prior written consent

14.2   Licensee shall protect the Software with at least the same degree of care
and confidentiality, but not less than a reasonable standard of care, which
Licensee utilizes for Licensee information that it does not wish disclosed to
the public. Licensee may provide access to and use of the Software only to those
third parties that: (i) provide services to Licensee concerning Licensee's use
of the Software; (ii) have a need to use and access the Software; and (iii) have
agreed to substantially similar non-disclosure obligations imposed by Licensee
as those contained herein. This Agreement imposes no obligation upon Licensee
with respect to PeopleSoft's confidential information which Licensee can
establish by legally sufficient evidence: (a) was in the possession of, or was
rightfully known by Licensee without an obligation to maintain its
confidentiality prior to receipt from PeopleSoft; (b) is or becomes generally
known to the public without violation of this Agreement; (c) is obtained by
Licensee in good faith from a third party having the right to disclose it
without an obligation of confidentiality; or (d) is independently developed by
Licensee without the participation of individuals who have had access to
PeopleSoft's confidential information. Licensee may disclose confidential
information if required by law, provided that Licensee notifies PeopleSoft of
such requirement prior to disclosure and gives PeopleSoft an opportunity to
object to such disclosure. PeopleSoft may require Licensee to request that the
appropriate governmental entity seal the record containing such confidential
information and PeopleSoft shall have the right to assume responsibility for
responding to and defending such requests for disclosure of the confidential
information.

15.    GENERAL

This Agreement is made in and shall be governed by the laws of the State of
California, without regard to its choice of law principles. Venue shall be in
San Francisco, California. The section headings herein are provided for
convenience only and have no substantive effect on the construction of this
Agreement. No purchase order or other ordering document that purports to modify
or supplement the printed text of this Agreement or any Schedule shall add to or
vary the terms of this Agreement. All such proposed variations or additions
(whether submitted by PeopleSoft or Licensee) are objected to and deemed
material unless agreed to in writing. Except for Licensee's obligation to pay
PeopleSoft, neither party shall be liable for any failure to perform due to
causes beyond its reasonable control. If any provision of this Agreement is held
to be unenforceable, this Agreement shall be construed without such provision.
The failure by a party to exercise any right hereunder shall not operate as a
waiver of such party's right to exercise such right or any other right in the
future. Except for actions for non-payment or breach of PeopleSoft's
proprietary rights in the Software, no action, regardless of form, arising out
of this Agreement may be brought by either party more than one year after the
cause of action has accrued. This Agreement may be amended only by a written
document executed by a duly authorized representative of each of the parties.
This Agreement may be executed in counterparts. To expedite order processing,
Transmitted Copies are considered documents equivalent to original documents,
however Licensee agrees to provide PeopleSoft with one fully executed original
Agreement and applicable Schedule(s).

This Agreement and the Schedule(s) constitute the entire agreement between the
parties concerning Licensee's acquisition and use of the Software. This
Agreement replaces and supersedes any prior verbal or written understandings,
communications, and representations between the parties.  This Agreement may
be executed in counterparts, which taken together shall be considered original.

Sections 3, 4, 5, 8, 14, 15 and 16 of this Agreement shall survive any
termination of this Agreement.

16.    DEFINITIONS

"Documentation" means only technical Publications relating to the use of the
Software, such as reference, user, installation, systems administrator and
technical guides, delivered by PeopleSoft to Licensee.

"PeopleTools" means the underlying architecture from which the Software is
designed, and   includes software application programming tools and code.

"Production Use" means the use of the Software to perform real time transactions
for Licensee's internal use using live data.

"Schedule(s)" means the independent Software product schedule(s) executed by the
parties and Support Services schedules referencing this Agreement.    Each
Schedule is a separate and independent contractual obligation from any other
Schedule.      Agreement Effective Date and Schedule Effective Date(s) may
differ.

"Server" means a single database or file server that may be accessed by a
network of personal computers as set forth in the applicable Schedule.

"Site" means a specific, physical location of Licensee's Server as set forth in
the applicable Schedule.

"Software" means all or any portion of the then commercially available U.S.
functionality contained within the global version of the binary computer
software programs and enhancements thereto, (including corresponding source
code, unless specifically excluded elsewhere in this Agreement or the
Schedule(s)) and Documentation delivered by PeopleSoft to Licensee (or
subsequently made by Licensee with PeopleSoft's prior written consent), as
listed in the applicable Schedule. Software includes the third-party software
only as specified in the Schedule. Software does not include source code to
PeopleTools. Unless specifically stated otherwise, all Software is delivered to
Licensee only if and when generally commercially available.

                                                                     page 3 of 4
<PAGE>

"Territory" means the territory designated in the applicable Schedule.

"Transmitted Copies" means this Agreement, Schedules and other ordering
documents that are (i) copied or reproduced and transmitted via photocopy,
facsimile or process that accurately transmits the original documents; and (ii)
accepted by PeopleSoft.


The Effective Date is September 24, 1997

TRINET EMPLOYER GROUP, INC.
---------------------------
LICENSEE


/s/ DOUGLAS P. DEVLIN
---------------------
(Authorized Signature)


Douglas P. Devlin, CFO
----------------------
(Name/Title)

Licensee Address:  101 CALLAN AVENUE
                   ------------------
                   SAN LEANDRO, CA  94577
                   ----------------------





PEOPLESOFT, INC.



/s/ William E. Pollak
---------------------
(Authorized Signature)


William E. Pollak, VP National Sales
------------------------------------
(Name/Title)



Approved As To
Legal Form
/s/ BM  9/97
------  ----
Initial  Date




                                                         page 4 of 4
<PAGE>

                                 SCHEDULE ONE
                                    TO THE
                    SOFTWARE LICENSE AND SERVICES AGREEMENT

This independent Schedule is made as of September 24, 1997 ("Schedule Effective
Date") by and between PeopleSoft, Inc. ("PeopleSoft") and TriNet Employer Group,
Inc. ("Licensee").  This Schedule is part of the Software License and Services
Agreement between the parties dated September 24, 1997 ("Agreement").
PeopleSoft's standard Software Support Services Terms and Conditions shall be a
part of this Schedule during the initial, non-chargeable year of Support
Services, and thereafter only in the event Licensee elects to purchase Software
Support Services.  Capitalized terms used herein shall have the same meaning
ascribed to them in the Agreement.  Handwritten or typewritten text (other than
information which is specifically called for in the spaces provided) which
purports to modify or supplement the printed text of this Schedule shall have no
effect and shall not add to or vary the terms of the Agreement.  All such
additions (whether submitted by Licensee or PeopleSoft) are objectionable and
deemed material.


                                                                  Approved As To
                                                                  Legal Form
                                                                  BM 9/97
                                                                  -------------
                                                                  Initial Date

ACCEPTED BY:                                ACCEPTED BY:

LICENSEE                                    PEOPLESOFT, INC.

/s/ DOUGLAS P. DEVLIN                       /s/ WILLIAM E. POLLAK
--------------------------                  ------------------------------------
Authorized Signature                        Authorized Signature

Douglas P. Devlin, CFO                      William E. Pollak, VP National Sales
--------------------------                  ------------------------------------
Printed Name and Title                      Printed Name and Title

<TABLE>
<CAPTION>
                                             Production           Test &                   License
                                             -----------          ------                   --------
                                             Copies/1/            Development                Fee
                                             ---------            -----------                ---
                                                                  Copies/2/
                                                                  ---------
<S>                                         <C>                   <C>                     <C>
HRMS Software applications
 Human Resources                                 1                      0                  [ * ]
 Benefits Administration                         1                      0                  [ * ]
 Payroll                                         1                      0                  [ * ]
Financials Software applications
 General Ledger (incl. nVision)                  1                      0                  [ * ]
 Asset Management                                1                      0                  [ * ]
 Payables                                        1                      0                  [ * ]
 Billing                                         1                      0                  [ * ]
 Receivables                                     1                      0                  [ * ]
                                                                                           -------
                                                             Subtotal from Page 1:         [ * ]
                                                             (less fee reduction)          [ * ]
                                                                                           -------
                                                             Subtotal from Page 2:         [ * ]
                                                                                           -------

                                                                      TOTAL FEES:          [ * ]
                                                                                           -------
 </TABLE>

The pricing set forth in this Schedule remains valid until 9/24/97.

<TABLE>
<S>                                       <C>                                    <C>
-------------------------------------------------------------------------------------------------------------
Database Version:  Oracle                 Operating System:  HP-UX                Hardware Model:  HP
-------------------------------------------------------------------------------------------------------------
</TABLE>
----------------------
/1/ Indicates the number of physical copies to be shipped to Licensee.
Licensee's license includes the right to make copies for production use on
Servers at Licensee's Sites within the Territory. For the HRMS Software
applications licensed in this Schedule, the Territory shall be United States,
Canada and the United Kingdom. For the Financials Software applications licensed
in this Schedule, the Territory shall be United States only. Licensee will not
receive additional physical copies of the Software for this purpose.

/2/ If test and development copies are indicated, Licensee's license includes
the right to make test and development copies for use on Servers at Licensee's
Sites within the Territory. Licensee will not receive additional physical copies
of the Software for this purpose. Test and development copies may not be used
for production purposes.

[ * ] Confidential Treatment Requested

                                                     PeopleSoft HRMS Page 1 of 3
<PAGE>

Licensee receives the applicable items listed below:
------------------------------------------------------------------------------
                                                                       Qty:
                                                                       ----
PeopleTools - Restricted Development/(3)/                                1
Training Units/(4)/                                                    114
Installation Support Days/(5)/                                           9
Documentation for third party software                                   1
Documentation for PeopleSoft Applications                                2
--------------------------------------------------------------------------------


                          ADDITIONAL SOFTWARE/SERVICES
<TABLE>
<CAPTION>

Software/Service                        Manufacturer                Quantity           Fee
----------------                        -----------                 --------           ---
<S>                               <C>                               <C>                <C>
Workstation Access (includes          PeopleSoft, Inc.              [ * ]              [ * ]
     base application                 Sybase, Inc./MITI
     access, Workstation              Crystal Computer
     SQR, QueryLink,                  Services
     nVision, Crystal).
Server SQR                            Sybase, Inc./MITI               1                included

                                                              Subtotal of Page 2:        $0
                                                                                         --

</TABLE>

Payment terms: Licensee shall pay PeopleSoft ninety (90%) percent of the Total
Fees on the Schedule Effective Date and ten (10%) percent upon the earlier of
the Software installation date or sixty (60) days from the Schedule Effective
Date. Unless otherwise stated in this Schedule, the license fees specified
herein are non-cancelable and non-refundable. All fees are payable in U.S.
dollars and sent to the attention of PeopleSoft's Accounts Receivable
Department.

Single Site Software Support Services Renewal Terms: One (1) year after the
Schedule Effective Date, Licensee may elect to continue Software Support
Services for Licensee's single, central Site for the following year by paying
PeopleSoft an annual Support Services fee of seventeen (17%) percent of the
license fee paid for the Software licensed in this Schedule (17% of $650,200).
Thereafter, for a period of five (5) years, Licensee may elect to continue
single Site Software Support Services on an annual basis by paying PeopleSoft an
annual Software Support Services fee which shall not exceed 108% of the prior
year's fee. Thereafter, Licensee may elect to continue single Site Software
Support Services by paying PeopleSoft the then-current Support Services fee.
Additional license fees due based upon Licensee's growth in terms of annual
revenues and/or employees shall be added to the base fee for calculation of
Support Services fees due.

Increased HRMS License Fee Based Upon Increase in Employee Count: The pricing
set forth for the HRMS Software licensed in this Schedule is based on a Licensee
employee population of 3,500. Once Licensee grows to [ * ] employees and beyond
[ * ] employees, Licensee shall pay PeopleSoft additional license fees for the
licensed HRMS Software. Such additional license fees shall be as calculated in
the table below for the HRMS Software licensed in this Schedule. Licensee's
employee population shall be determined once annually in accordance with
PeopleSoft's Support Services billing. Additional license fees due shall be
added to the base fee for calculation of Support Services fees due.

_______________________________
/(3)/ PeopleTools for Restricted Development shall be used by Licensee to
develop interfaces and modifications only to the licensed PeopleSoft Software
application modules.
/(4)/ A Training Unit is equivalent to one person day of training in a
PeopleSoft training class.
/(5)/ One (1) Installation Support day is equivalent to an eight (8) hour work
day.
[ * ] Confidential Treatment Requested

                                                 PeopleSoft HRMS     Page 2 of 3
<PAGE>

<TABLE>
<CAPTION>

Employee Population                         Additional License Fees Due
-------------------                         ---------------------------
<S>                                         <C>
upon reaching 9,000 employees               [ * ]

each additional 1,000 employees beyond      [ * ] per each [ * ] employee increase
9,000 (up to 14,000 employees)

upon reaching 15,000 employees              [ * ]

each additional 1,000 employees beyond      [ * ] per each [ * ] employee increase
15,000 (up to 24,000)

upon reaching 25,000 employees              [ * ]

each additional 1,000 employees beyond      [ * ] per each [ * ] employee
increase
25,000 (up to 50,000)

each additional 1,000 employees             [ * ] per each [ * ] employee increase
beyond 50,000
</TABLE>

Increased Financials License Fee Based Upon Increase in Annual Revenue:
Licensee's authorized use of the Financials Software licensed in this Schedule
is based upon Licensee's current annual revenues of $250,000,000. Once
Licensee's annual revenues reach and exceed $750,000,000, Licensee shall pay
PeopleSoft additional license fees for the licensed Financials Software. Such
additional license fees shall be as calculated in the table below for the
Financials Software licensed in this Schedule. Licensee's annual revenues shall
be determined once annually in accordance with PeopleSoft's Support Services
billing. Additional license fees due shall be added to the base fee for
calculation of Support Services fees due.

<TABLE>
<CAPTION>

          Annual Revenue                     Additional License Fees Due
          --------------                     ---------------------------
          <S>                                <C>
          upon reaching $750 million          [ * ]

          each $250 million increase beyond
          increase $750 million               [ * ] per each [ * ] million
</TABLE>

Additional Software Option: Through the period ending March 15, 1998, Licensee
shall have the option to license one (1) production copy of the following
Software applications for the following license fees:
<TABLE>
<CAPTION>
     Software application               License Fee
     --------------------               -----------
<S>                                     <C>
     Projects                           $56,000

     Time and Labor                     $110,000
</TABLE>

The license fees stated in this option include one year of Software Support
Services commencing upon exercise of the pricing option. The pricing stated in
this option shall only be valid if PeopleSoft is not subjected to a competitive
sales process. A competitive sales process includes responding to an RFP, RFQ,
RFI and more than one PeopleSoft product demonstration per product.

<TABLE>
<CAPTION>

LICENSEE SITE ADDRESS                        BILL-TO ADDRESS                     SHIP-TO ADDRESS
<S>                      <C>                 <C>                          <C>                          <C>
101 Callan Avenue                            101 Callan Avenue                   101 Callan Avenue
San Leandro, CA  94577                       San Leandro, CA  94577              San Leandro, CA  94577


Contact Name:  Doug Devlin                   Contact Name:  Doug Devlin          Contact Name:  Doug Devlin
Phone No.  510/297-0221                      Phone No.  510/297-0221             Phone No.  510/297-0221
Fax No.  510/352-6480                        Fax No.  510/352-6480               Fax No.  510/352-6480
                                             P.O. Box No:
</TABLE>

[ * ] Confidential Treatment Requested
                                                    PeopleSoft HRMS  Page 3 of 3
<PAGE>

                           Software Support Services
                             Terms and Conditions

    Software Support Services Terms and Conditions ("Support Services") are
    referenced in and incorporated into the License Agreement between PeopleSoft
    and Licensee. Upon reasonable notice, PeopleSoft reserves the right to
    modify the terms and conditions of Support Services on an annual basis to
    reflect current market conditions.

1.  Coverage

    PeopleSoft provides Licensee with Support Services for the Software at
    Licensee's single, central Site in consideration for Licensee's payment of
    the applicable support services fees to PeopleSoft. Only employees from
    Licensee's single, central, supported Site may contact PeopleSoft in
    connection with the provision of Support Services. Licensee may acquire
    support services for additional Sites by paying an additional fee.

2.  Software Maintenance

    The following technical and functional improvements will be issued
    periodically by PeopleSoft to improve Software operations:
    a.  Fixes to Errors;
    b.  Updates; and
    c.  Enhancements contained within new releases.

3.  Priority Level of Errors
    PeopleSoft shall reasonably determine the priority level of Error.
    PeopleSoft uses the following protocols:

    Priority A (Critical):

    PeopleSoft promptly initiates the following procedures: (1) assign
    PeopleSoft specialists to correct the Error; (2) provide ongoing
    communication on the status of the corrections; and (3) immediately commence
    to provide a Workaround or a Fix.

    Priority B (Urgent):

    PeopleSoft: (1) assigns a PeopleSoft specialist to commence correction of
    the Error and (2) Provides escalation procedures as reasonably determined by
    PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
    efforts to include the Fix for the Error in the next Software maintenance
    release.

    Priority C (Standard):
    PeopleSoft may include the Fix for the Error in the next major Software
    release.

4.  Telephone Support

    PeopleSoft provides telephone technical support concerning installation and
    use of the Software. Except for designated holidays, standard telephone
    support hours are Monday through Friday, 6:00 a.m. to 6:30 p.m. Pacific
    Time. Telephone Support is available 24-hour, 7-days a week for in-
    production customers who need to resolve critical production problems
    outside of normal support hours.

5.  Account Manager

    PeopleSoft assigns an account manager to assist the on-going support
    relationship. A reasonable amount of account manager on-Site time is
    included in the annual Support Services fee. Licensee will reimburse
    PeopleSoft for the reasonable travel and living expenses of the account
    manager for on-Site activity.

6.  PEOPLESOFT FORUM

    a. PeopleSoft Forum on-line bulletin board system features postings by
       PeopleSoft and PeopleSoft Software users regarding technical and non-
       technical topics of interest. Licensee may access PeopleSoft Forum via
       the Internet. At Licensee's own expense, Licensee shall acquire
       appropriate Internet access software.
                                                                     Page 1 of 3
<PAGE>

    b. All maintenance releases and program fixes to the Software may be
       delivered to Licensee through PeopleSoft Forum. All information specified
       in PeopleSoft Forum by PeopleSoft is confidential and proprietary to
       PeopleSoft and shall only be used in connection with Licensee's use of
       the Software and informational communications with other PeopleSoft Forum
       participants. PeopleSoft reserves the right to modify information posted
       to PeopleSoft Forum. PeopleSoft shall have the right to publish and
       distribute only through PeopleSoft Forum in all languages and in
       association with Licensee's name any material or software programs
       provided by Licensee to PeopleSoft Forum. Licensee shall not use
       PeopleSoft Forum for advertising or public relations purposes and shall
       only submit information to PeopleSoft Forum which is owned by Licensee or
       which Licensee has third party permission to submit to PeopleSoft Forum
       for use by all other PeopleSoft Forum users.

    c. In the interest of diminishing exposure to software viruses, PeopleSoft
       tests and scans for software viruses all information entered by
       PeopleSoft prior to submission of information to PeopleSoft Forum.
       Licensee shall also use a reliable virus detection system on any software
       or information posted to PeopleSoft Forum, utilize back-up procedures,
       monitor access to PeopleSoft Forum, promptly notify PeopleSoft of any
       virus detected within Licensee's systems associated with PeopleSoft Forum
       and generally exercise a reasonable degree of caution when utilizing
       information from PeopleSoft Forum. PeopleSoft does not warrant that
       PeopleSoft Forum will operate without interruption or without errors.
       PeopleSoft reserves the right to modify or suspend PeopleSoft Forum
       service in connection with PeopleSoft's provision for Support Services.

7.  Fees
    The first year of Support Services is included in the Software license fees,
    thereafter, in the event Licensee elects to continue to receive Support
    Services, Licensee shall pay PeopleSoft the annual Support Services fee as
    set forth in the applicable Schedule. Support Services are billed on an
    annual basis, payable in advance. Licensee shall be responsible for all
    taxes associated with Support Services, other than taxes based on
    PeopleSoft's income. Licensee's payment shall be due within thirty (30) days
    of receipt of the PeopleSoft invoice.

    Should Licensee elect not to renew Support Services and subsequently request
    Support Services, PeopleSoft shall reinstate Support Services only after
    Licensee pays PeopleSoft the annual then-current fee plus all cumulative
    fees that would have been payable had Licensee not suspended Support
    Services.

8.  Term and Termination
    Unless a shorter term is agreed to in writing by both parties, Support
    Services shall be provided for one (1) year from the Schedule Effective Date
    and shall be extended each additional year unless terminated by either
    party. Each one (1) year term shall commence on the anniversary of the
    Schedule Effective Date.

    Either party may terminate the Support Services provisions at the end of the
    original term or at the end of any renewal term by giving the other party
    written notice at least ninety (90) days prior to the end of any term.

    In the event Licensee fails to make payment pursuant to the section titled
    "Fees", or in the event Licensee breaches the Support Services provisions
    and such breach has not been cured within thirty (30) days of written
    receipt of notice of breach, PeopleSoft may suspend or cancel Support
    Services.

9.  Exclusions
    PeopleSoft shall have no obligation to support:

a.  Altered, damaged or substantially modified Software;
b.  Software that is not the then-current or Previous Sequential Release;
c.  Errors caused by Licensee's negligence, hardware malfunction or other
    causes beyond the reasonable control of PeopleSoft;
d.  Software installed in a hardware or operating environment not supported
    by PeopleSoft;
e.  Third party software not licensed through PeopleSoft; and
f.  Software installed at more than one Site if Licensee has not paid for
    such Support Services.



                                                                     Page 2 of 3
<PAGE>

10. General
    All Updates provided to Licensee are subject to the terms and conditions of
    the Agreement.

    PeopleSoft shall not be liable for any failure or delay in performance of
    the Support Services due to causes beyond its reasonable control. Any
    illegal or unenforceable provision shall be severed from these Terms and
    Conditions. Licensee agrees that any information received pursuant to these
    Terms and Conditions shall be deemed subject to the non-disclosure
    obligations set forth in the Agreement. The Support Services Terms and
    Conditions states the entire agreement of PeopleSoft's provision of Support
    Services to Licensee and may only be amended by a written amendment executed
    by both parties.

11. Definitions
    Unless otherwise defined herein, capitalized terms used herein shall have
    the same meaning as set forth in the Agreement and applicable Schedule.

    "Enhancement" means technical or functional additions to the Software to
    improve software functionality and/or operations. Enhancements are delivered
    with new releases of the Software.

    "Error" means a malfunction in the Software which degrades the use of the
    Software.

    "Fix" means the repair or replacement of source or object or executable
    code versions of the Software to remedy an Error.

    "Previous Sequential Release" means the release of Software for use in a
    particular operating environment which has been replaced by a subsequent
    release of the Software in the same operating environment. A Previous
    Sequential Release will be supported by PeopleSoft for a period of eighteen
    (18) months after release of the subsequent release.

    "Priority A" means an Error that: (1) renders the Software inoperative; or
    (2) causes the Software to fail catastrophically.

    "Priority B" means an Error that affects performance of the Software, but
    does not prohibit Licensee's use of the Software.

    "Priority C" means an Error that causes only a minor impact of the use of
    the Software.

    "Update" means all published revisions to the Documentation and one (1)
    copy of the new release of the Software which are not designated by
    PeopleSoft as new products for which it charges separately.

    "Workaround" means a change in the procedures followed or data supplied to
    avoid an Error without significantly impairing performance of the Software.



                                                                     Page 3 of 3
<PAGE>

                                 SCHEDULE TWO
                                    TO THE
                    SOFTWARE LICENSE AND SERVICES AGREEMENT

This independent Schedule to the Software License and Services Agreement
("Schedule") is made as of June 24, 1998 ("Schedule Effective Date") by and
between PeopleSoft USA, Inc. ("PeopleSoft") and TriNet Employer Group, Inc.
("Licensee"). This Schedule is part of the Software License and Services
Agreement between the parties dated September 24, 1997 ("Agreement").
PeopleSoft's Software Support Services Terms and Conditions shall be a part of
this Schedule during the Initial Support Services Term and thereafter, provided
Licensee elects to purchase Support Services. Capitalized terms used herein
shall have the same meaning ascribed to them in the Agreement.

                               SOFTWARE/SERVICES
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Software Modules                                    Mfr.                Provided Copies         Fee
--------------------------------------------------------------------------------------------------------
<S>                                                <C>                         <C>             <C>
HRMS Software Modules
--------------------------------------------------------------------------------------------------------
FSA Administration                                  PeopleSoft, Inc.              1             [ * ]
--------------------------------------------------------------------------------------------------------
Time & Labor/(1)/                                   PeopleSoft, Inc.              1             [ * ]
--------------------------------------------------------------------------------------------------------
Other Software
--------------------------------------------------------------------------------------------------------
PeopleTools - Restricted Development/(2)/           PeopleSoft, Inc.              1             [ * ]
--------------------------------------------------------------------------------------------------------
Workstation Access for "n"/(3)/                     PeopleSoft, Inc. Sybase,      1
users (includes base application access,            Inc./SQRIBE Technologies
PeopleSoft Workflow, Workstation SQR,               Seagate Software Information
QueryLink, Crystal, nVision).                       Management Group, Inc.
--------------------------------------------------------------------------------------------------------
Server SQR for "n"/(4)/ servers                     Sybase, Inc./SQRIBE           1
                                                    Technologies.
--------------------------------------------------------------------------------------------------------
PowerPlay 5 user pack/(5)/                          Cognos Corp.                  1             [ * ]
--------------------------------------------------------------------------------------------------------
Other: ________
--------------------------------------------------------------------------------------------------------
TOTAL FEES:                                                                                     [ * ]
--------------------------------------------------------------------------------------------------------

1.  Specific Licensed Use: Licensee's use of the Software is limited to each of the following restrictions.

    ------------------------------------------------------------------------------------------------------
    Territory                                    Software/(6)/ (indicate the country specific     Employees
                                                 global version or local version/(7)/ for
                                                 each country within the Territory in which
                                                 or for which the Software will be used)
    ------------------------------------------------------------------------------------------------------
    [ * ]                                        American English Global Version                [ * ]
    ---------------------------------------------------------------------------------------------------------
</TABLE>

-------------------------------

/(1)/ The license for the Time and Labor Software module includes a limited use
license for the Human Resources Software module. Such limited use license means
that the Human Resources Software module shall only be used in order to access
the features and functions of the Time and Labor Software module.
/(2)/  PeopleTools for Restricted Development shall be used by Licensee to
develop interfaces and modification only to the licensed PeopleSoft Software
application modules.
/(3)/ "n" is that number necessary to effect the purpose for which the Software
is licensed in accordance with the Agreement.
/(4)/ "n" is that number necessary to effect the purpose for which the Software
is licensed in accordance with the Agreement.
/(5)/ PowerPlay shall be licensed for each named user.
/(6)/ PeopleSoft makes no representations regarding any functionality contained
in the Software versions to which Licensee has rights as set forth in this table
except as set forth in the Documentation. Except as otherwise explicitly set
forth in this Schedule, Licensee shall not be entitled to: (i) local country
Support Services, including without limitation, account management; or (ii)
local country installation.
/(7)/ Local support services must be purchased for each country in which or for
which a local version of the Software will be used.

[ * ] Confidential Treatment Requested

                              Page 1 of 3
<PAGE>

<TABLE>
<CAPTION>

    Technical Environment:
    -----------------------------------------------------------------------
    Database Version          Operating System               Hardware Model
    -----------------------------------------------------------------------
    <S>                       <C>                            <C>
    Oracle                    Unix                           HP
    -----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
3.  Licensee shall receive the applicable items listed below:
    -----------------------------------------------------------------------
              Item                      Qty.
    -----------------------------------------------------------------------
    <S>                                 <C>
        Training Units/(8)/              10
    -----------------------------------------------------------------------
       Installation Days/(9)/             2
    -----------------------------------------------------------------------
</TABLE>

4.  Payment Terms:  Licensee shall pay PeopleSoft ninety percent (90%) of
license fees on the Schedule Effective Date and ten percent (10%) upon the
earlier of: (i) the Software installation date; or (ii) sixty (60) days after
the Schedule Effective Date. Unless explicitly stated in this Schedule, all fees
specified herein are non-cancelable and non-refundable. All fees are payable in
U.S. dollars and shall be sent to the attention of PeopleSoft's Accounts
Receivable Department.

5.  Support Services Terms for One Single, Central Site: For a period of
one year commencing on the Schedule Effective Date ("Initial Support Services
Term"), Licensee shall receive Support Services at the Site for the Software
version which meets the Technical Environment at no additional cost. Licensee
may elect to continue Support Services for the following  year, and shall pay in
advance of the period an annual Support Services fee equal to eighteen percent
(18%) of the license fee for the Software licensed pursuant to this Schedule.
Thereafter, for a period of five (5) years, Licensee may elect to continue
single Site Software Support Services on an annual basis by paying PeopleSoft an
annual Software Support Services fee which shall not exceed one hundred and
eight percent (108%) of the prior year's fee. Thereafter, Licensee may elect to
continue Support Services by paying PeopleSoft the then-current Support Services
fee. The applicable Support Services fee assessed prior to the commencement of
each year of Support Services shall incorporate the then-current employee count
and/or Reported Revenues. Additional license fees due pursuant to the section in
this Schedule entitled Incremental License Fees shall be included in the
calculation for Support Services fees.

    Incremental License Fees - HRMS Software: Licensee's licensed use of the
HRMS Software licensed pursuant to this schedule is based on an employee count
of 3500. Once Licensee grows to 9,000 employees and beyond 9,000 employees,
Licensee shall pay PeopleSoft for the licensed Software additional license fees
as calculated in the table below. Licensee's employee population shall be
determined once annually in accordance with PeopleSoft's Support Services
billing. Additional license fees due shall be added to the base fee for
calculation of Support Services fees due.

<TABLE>
<CAPTION>

Employee Population                       Additional License Fees Due
--------------------                      ---------------------------
<S>                                        <C>
upon reaching 9,000 employees                        [ * ]

each additional 1,000 employees beyond               [ * ]
9,000 (up to 14,000 employees)

upon reaching 15,000 employees                       [ * ]

each additional 1,000 employees beyond               [ * ]
15,000 (up to 24,000 employees)

upon reaching 25,000 employees                       [ * ]

each additional 1,000 employees beyond               [ * ]
25,000 (up to 50,000 employees)

each additional 1,000 employees beyond               [ * ]
50,000 employees
</TABLE>
--------------------------------
/(8)/ One (1) Training Unit is one training day for one person at a scheduled
      PeopleSoft Training Session.
/(9)/ One (1) Installation day is equivalent to an eight (8) hour work day.

[ * ] Confidential Treatment Requested

                                Page 2 of 3
<PAGE>

<TABLE>
<CAPTION>

     Miscellaneous Information:
-------------------------------------------------------------------------------------------------------------------------------
SHIPPING INFORMATION               BILLING INFORMATION              SITE INFORMATION                TRAINING INFORMATION
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                              <C>                             <C>
Contact:  Steve Carlson            Contact:  Accounts Payable       Contact:  Steve Carlson         Contact:  Paul Sheirich
-------------------------------------------------------------------------------------------------------------------------------
Address:  101 Callan Avenue        Address:  101 Callan Avenue      Address: 101 Callan Avenue      Address: 101 Callan Avenue
-------------------------------------------------------------------------------------------------------------------------------
San Leandro, CA  94577             San Leandro, CA  94577           San Leandro, CA  94577          San Leandro, CA  94577
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Phone:  510-297-0226               Phone:  510-297-0243             Phone:  510-297-0226            Phone:  510-297-0233
-------------------------------------------------------------------------------------------------------------------------------
Fax:  510-352-6480                 Fax:  510-352-6480               Fax:  510-352-6480              Fax:  510-352-6480
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

ACCEPTED BY:                   ACCEPTED BY:

LICENSEE                       PEOPLESOFT USA, INC.


/s/ DOUGLAS P. DEVLIN           /s/ ROD WALTERS
----------------------         ----------------------------
Authorized Signature           Authorized Signature

Douglas P. Devlin, CFO         Rod Walters, General Manager
----------------------         ----------------------------
Printed Name and Title         Printed Name and Title



                             Page 3 of 3