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                                                                   Exhibit 10.20

                               REFERRAL AGREEMENT
                               ------------------

This Agreement is made as of October 24, 2001 (the "Effective Date"), between
Ceridian Corporation, a Delaware Corporation, for itself and through its direct
or indirect wholly owned subsidiaries including Powerpay.com Inc., a New Jersey
corporation, and subsidiaries to potentially be formed to implement this
Agreement (collectively, "Ceridian"); and USI Insurance Services Corporation, a
Delaware Corporation, for itself and through its various subsidiaries
(collectively, "USI").

Ceridian provides payroll processing services including integrated HRMS, and
payroll tax filing services for businesses through itself and through
Powerpay.com Inc., but for which the purposes of this Agreement shall exclude
employee self-service services ("Payroll Services"); standalone tax filing
services through itself and through Powerpay.com Inc. ("Standalone Tax Filing
Services"); standalone check printing services ("Standalone Check Printing
Services"); and standalone W-2 printing services ("Standalone W-2 Printing
Services") to its customers (collectively "Ceridian Products and Services").

USI provides employer paid health insurance, employer paid welfare insurance,
property insurance, casualty insurance, workers compensation insurance, bond and
surety insurance coverage, non-qualified executive benefit plans services, life
and disability insurance, risk management consulting services, and voluntary
worksite marketing insurance products (as delivered through workplace counselors
in either a standalone enrollment process or through employers' general
benefits-wide enrollment processes) to its customers (collectively "USI Products
and Services").

Ceridian and USI wish to form a business relationship whereby USI will refer
prospective customers to Ceridian and whereby Ceridian will refer prospective
customers to USI.

Now, therefore, the parties agree as follows:

1.   Referrals.
     ----------

     (a)  USI Referrals. Referrals for Ceridian Products and Services will be
          --------------
          sent to Ceridian from USI representatives on referral data sheets in a
          form to be agreed between the parties promptly following the Effective
          Date and as amended from time to time thereafter (including
          specification of the Ceridian Products and Services believed to be of
          interest) and shall be deemed "USI Prospects." Such referral data
          sheets shall be sent by fax, by mail, or by electronic mail to a
          designated Ceridian address; or by any other mutually agreeable
          method. Ceridian may reject a USI Prospect if (i) the USI Prospect is
          an existing customer of Ceridian; (ii) Ceridian has previously
          received a referral of that USI Prospect; or (iii) Ceridian has been
          in direct contact with the USI Prospect at any time during the two
          month period preceding the referral. If a USI Prospect accepted by

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          Ceridian purchases Payroll Services, Standalone Tax Filing Services,
          Standalone Check Printing Services, or Standalone W-2 Printing
          Services within seven months of the initial referral date pursuant to
          contract with Ceridian, then the USI Prospect will be deemed a "USI
          Eligible Customer." Nothing herein shall be construed to require USI
          to refer any particular USI customer to Ceridian or to require
          Ceridian to accept a USI Prospect or to provide services to a USI
          Prospect that would cause the USI Prospect to be deemed a USI Eligible
          Customer.

     (b)  Ceridian Referrals. Referrals for USI Products and Services will be
          -------------------
          sent to USI from Ceridian representatives on referral data sheets in a
          form to be agreed between the parties promptly following the Effective
          Date and as amended from time to time thereafter (including
          specification of the USI Products and Services believed to be of
          interest) and shall be deemed "Ceridian Prospects." Such referral data
          sheets shall be sent by fax, by mail, or by electronic mail to a
          designated USI address; or by any other mutually agreeable method. USI
          may reject a Ceridian Prospect if (i) the Ceridian Prospect is an
          existing customer of USI; (ii) USI has previously received a referral
          of that Ceridian Prospect; or (iii) USI has been in direct contact
          with the Ceridian Prospect at any time during the two month period
          preceding the referral. If a Ceridian Prospect accepted by USI
          purchases USI Products and Services within seven months of the initial
          referral date pursuant to contract with USI, then the Ceridian
          Prospect will be deemed a "Ceridian Eligible Customer." Nothing herein
          shall be construed to require Ceridian to refer any particular
          Ceridian customer to USI or to require USI to accept a Ceridian
          Prospect or to provide services to a Ceridian Prospect that would
          cause the Ceridian Prospect to be deemed a Ceridian Eligible Customer.

     (c)  Referral Cooperation. Ceridian and USI will each educate their sales
          ---------------------
          and support teams about the referral relationship established by this
          Agreement and about the products and services of the other, and will
          instruct such teams, as appropriate, to cooperate with the other when
          customers or prospects wish to explore purchase of the other party's
          products and services.

     (d)  Referral Issue Resolution Process. Ceridian and USI will each appoint
          ----------------------------------
          a representative to resolve referral process related issues, which
          representatives will have the authority to resolve referral process
          related conflicts at the sales representative level.

2.   USI Fees.
     ---------

     (a)  Payroll Services Fees. For purposes of this Agreement, "Payroll
          ----------------------
          Eligible Revenue" is the net revenue that Ceridian receives from an
          USI Eligible

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          Customer for fees charged for payroll processing, tax filing, direct
          deposit, check signing and stuffing, check reconciliation, management
          reports, and all integrated product, Source 500 repetitive fees. For
          purposes of this paragraph, "net revenue" shall be the repetitive
          service revenue received by Ceridian from a USI Eligible Customer,
          exclusive of applicable taxes; pass through charges such as courier
          charges; amounts which are subsequently discounted, credited, or
          refunded; tax filing float income; and services not described within
          Payroll Eligible Revenue. Ceridian will pay USI a fee equal to ten
          percent (10%) of Payroll Eligible Revenue received in the forty-eight
          months following commencement of Payroll Services by the USI Eligible
          Customer. Payments will be made on a quarterly basis within 45 days
          after the close of each calendar quarter during which Ceridian
          receives the Payroll Eligible Revenue. Payments will be accompanied by
          a report indicating the name and address of the USI Eligible Customer,
          the date of the referral, the service commencement date, the amount of
          the total Payroll Eligible Revenue, and the amount of the fee.
          Ceridian will have no obligation with respect to any referral not
          meeting the criteria set forth herein for payment of a fee, except as
          the parties may otherwise agree in writing prior to any such referral.

     (b)  Standalone Tax Filing Services Fees. For purposes of this Agreement,
          ------------------------------------
          "Standalone Tax Filing Eligible Revenue" is the net revenue that
          Ceridian receives from a USI Eligible Customer for fees charged for
          Standalone Tax Filing services. For purposes of this paragraph, "net
          revenue" shall be the repetitive service revenue received by Ceridian
          from a USI Eligible Customer, exclusive of applicable taxes; pass
          through charges such as courier charges; amounts which are
          subsequently discounted, credited, or refunded; tax filing float
          income; and services not described within Standalone Tax Filing
          Eligible Revenue. Ceridian will pay USI a fee equal to twenty percent
          (20%) of Standalone Tax Filing Eligible Revenue received in the first
          twelve months following commencement of Standalone Tax Filing Services
          by the USI Eligible Customer; and fifteen percent (15%) of Standalone
          Tax Filing Eligible Revenue received in the thirteenth through
          forty-eighth months following commencement of Standalone Tax Filing
          Services by the USI Eligible Customer. Payments will be made on a
          quarterly basis within 45 days after the close of each calendar
          quarter during which Ceridian receives Standalone Tax Filing Eligible
          Revenue. Payments will be accompanied by a report indicating the name
          and address of the USI Eligible Customer, the date of the referral,
          the service commencement date, the amount of the Standalone Tax Filing
          Eligible Revenue, and the amount of the fee. Ceridian will have no
          obligation with respect to any referral not meeting the criteria set
          forth herein for payment of a fee, except as the parties may otherwise
          agree in writing prior to any such referral.

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     (c)  Standalone Check Printing Services Fees. For purposes of this
          ----------------------------------------
          Agreement, "Standalone Check Printing Eligible Revenue" is Ceridian's
          gross profit from provision of the Standalone Check Printing Services,
          which is defined as the difference between (i) the fee that Ceridian
          receives from the USI Eligible Customer, exclusive of applicable
          taxes, and pass through charges such as courier charges, for the
          provision of such services, and (ii) the fee that Ceridian pays to
          third party suppliers in connection with Ceridian's provision of such
          services to the USI Eligible Customer. Ceridian will pay USI a fee
          equal to twenty-five percent (25%) of Standalone Check Printing
          Eligible Revenue received in the first twelve months following
          commencement of Standalone Check Printing Services by the USI Eligible
          Customer; twenty percent (20%) of Standalone Check Printing Eligible
          Revenue received in the thirteenth through twenty-fourth months
          following commencement of Standalone Check Printing Services by the
          USI Eligible Customer; fifteen percent (15%) of Standalone Check
          Printing Eligible Revenue received in the twenty-fifth through
          thirty-sixth months following commencement of Standalone Check
          Printing Services by the USI Eligible Customer; and ten percent (10%)
          of Standalone Check Printing Eligible Revenue received in the
          thirty-seventh through forty-eighth months following commencement of
          Standalone Check Printing Services by the USI Eligible Customer.
          Payments will be made on a quarterly basis within 45 days after the
          close of each calendar quarter during which Ceridian receives
          Standalone Check Printing Eligible Revenue. Payments will be
          accompanied by a report indicating the name and address of the USI
          Eligible Customer, the date of the referral, the service commencement
          date, the amount of Check Printing Eligible Revenue, and the amount of
          the fee. Ceridian will have no obligation with respect to any referral
          not meeting the criteria set forth herein for payment of a fee, except
          as the parties may otherwise agree in writing prior to any such
          referral.

     (d)  Standalone W-2 Printing Services Fees. For purposes of this Agreement,
          --------------------------------------
          "Standalone W-2 Printing Eligible Revenue" is the net revenue that
          Ceridian receives from a USI Eligible Customer for fees charged for
          Standalone W-2 Printing Services. For purposes of this paragraph, "net
          revenue" shall be the revenue received by Ceridian from a USI Eligible
          Customer, exclusive of applicable taxes; pass through charges such as
          courier charges; amounts which are subsequently discounted, credited,
          or refunded; and services not described within Standalone W-2 Printing
          Eligible Revenue. Ceridian will pay USI a fee equal to twenty-five
          percent (25%) of Standalone W-2 Printing Eligible Revenue received in
          the first twelve months following commencement of Standalone W-2
          Printing Services by the USI Eligible Customer; twenty percent (20%)
          of Standalone W-2 Printing Eligible Revenue received in the thirteenth
          through twenty-fourth months following commencement of Standalone W-2
          Printing Services by the USI Eligible Customer; fifteen percent

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          (15%) of Standalone W-2 Printing Eligible Revenue received in the
          twenty-fifth through thirty-sixth months following commencement of
          Standalone W-2 Printing Services by the USI Eligible Customer; and ten
          percent(10%) of Standalone W-2 Printing Eligible Revenue received in
          the thirty-seventh through forty-eighth months following commencement
          of Standalone W-2 Printing Services by the USI Eligible Customer.
          Payments will be made on a quarterly basis within 45 days after the
          close of each calendar quarter during which Ceridian receives
          Standalone W-2 Printing Eligible Revenue. Payments will be accompanied
          by a report indicating the name and address of the USI Eligible
          Customer, the date of the referral, the service commencement date, the
          amount of Standalone W-2 Printing Eligible Revenue, and the amount of
          the fee. Ceridian will have no obligation with respect to any referral
          not meeting the criteria set forth herein for payment of a fee, except
          as the parties may otherwise agree in writing prior to any such
          referral.

3.   Ceridian Fees. For purposes of this Agreement, "USI Products and Services
     --------------
     Eligible Revenue" is the net commissions or fees that USI receives as a
     result of sales of USI Products and Services to a Ceridian Eligible
     Customer. For purposes of this paragraph, "net commissions or fees" shall
     be the commissions or fees received by USI on account of a Ceridian
     Eligible Customer calculated net of amounts paid to outside producers and
     exclude contingent commissions, interest income, and return commissions due
     as a result of cancellations and reductions of coverage. For each USI
     Product and Service which a Ceridian Eligible Customer purchases from USI,
     USI will pay Ceridian a fee equal to ten percent (10%) of the USI Products
     and Services Eligible Revenue related to such USI Product or Service
     received in the first twelve months following commencement of such USI
     Product or Service by the Ceridian Eligible Customer; provided, however,
     that, the ten percent (10%) payment to Ceridian referred to above will
     increase to twenty percent (20%) after the first twelve months of this
     Agreement; provided further, however, that if by December 31, 2001, the
     parties have not successfully negotiated a definitive agreement for the
     provision of outsourcing services by Ceridian to USI in connection with
     USI's Cobra, FSA, and 401(k) services (together with a referral agreement
     related to such services), the reference to "ten percent (10%)" in this
     sentence shall be deemed to be "twenty percent (20%)" and the reference to
     "increase to" shall be deemed to be "remain at". For each USI Product and
     Service which a Ceridian Eligible Customer purchases from USI, USI will pay
     Ceridian a fee equal to fifteen percent (15%) of the USI Products and
     Services Eligible related to such USI Product or Service received in the
     thirteenth through forty-eighth month following commencement of such USI
     Product or Service by the Ceridian Eligible Customer. Payments will be made
     on a quarterly basis within 45 days after the close of each calendar
     quarter during which USI receives the USI Product and Service Eligible
     Revenue. Payments will be accompanied by a report indicating the name and
     address of the Ceridian Eligible Customer, the date of the referral, the
     USI Product(s) or Service(s) sold,

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     the service commencement date, the amount of the USI Products and Services
     Eligible Revenue, and the amount of the fee. USI will have no obligation
     with respect to any referral not meeting the criteria set forth herein for
     payment of a fee, except as the parties may otherwise agree in writing
     prior to any such referral.

4.   Marketing Activities. The parties will create and provide marketing
     ---------------------
     materials to support referral activity. The level of participation and
     responsibility of the parties will be agreed from time to time, including
     joint collateral development, joint marketplace/tradeshow presence, mutual
     sponsorship of events, presence at the other party's sales conferences or
     other events or conferences, among other potential marketing efforts
     collectively undertaken by the parties. Unless otherwise agreed in writing
     between the parties, each party will bear its own expenses incurred in
     marketing activities supporting the referral relationship. Neither party
     shall distribute any marketing materials (including advertisements,
     promotional brochures, user guides, press releases, public announcements,
     web pages, web banners, metatags, or other notices in printed or electronic
     form) without the prior approval of the other party whenever such materials
     contain a reference to the other party, the other party's products or
     services, or the other party's proprietary logos, trademarks or service
     marks. Neither party shall, pursuant to this Agreement or otherwise, have
     or acquire any right, title or interest in or to the other party's
     trademarks or trade names. Each party's use of the other party's trademarks
     shall be pursuant to the other party's trademark policies and procedures in
     effect from time to time. Neither party shall have the right to use any
     trademark of the other party except to refer to the other party's products
     or services in accordance with the provisions of this Agreement.

5.   Interface Integration. The parties will work together to develop, as soon
     ----------------------
     as reasonably practicable given each party's available technical resources,
     any data interfaces jointly determined by them to be necessary to implement
     the parties' mutual success under this Agreement. Each party will be
     responsible for its interface development costs. The parties shall jointly
     own the interfaces developed pursuant to this paragraph, which interfaces
     shall be used solely for furthering the purposes of this agreement.

6.   Term. The term of this Agreement shall commence on the Effective Date and,
     -----
     unless terminated pursuant to the provisions of Section 7(a)-(d), continue
     in effect until October 31, 2006 (the "Initial Term"). Thereafter, the
     Agreement shall continue in effect until terminated pursuant to the
     provisions of Section 7.

7.   Termination. This Agreement may be terminated by either party under any of
     ------------
     the following provisions:

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     (a)  by either party if the other party is in material default under this
          agreement and such material default has not been cured within sixty
          (60) business days of written notice;

     (b)  by Ceridian if USI ceases to exist, or sells substantially all of its
          assets, or is a party to any merger, consolidation, reorganization,
          exchange of stock or assets, unless USI is the surviving corporation;

     (c)  by USI if Ceridian ceases to exist, or sells substantially all of its
          assets, or is a party to any merger, consolidation, reorganization,
          exchange of stock or assets, unless Ceridian is the surviving
          corporation;

     (d)  by either party if any voluntary or involuntary case, action or
          proceeding is commenced or filed by or against the other party under
          any bankruptcy, reorganization, insolvency or other similar law now or
          hereafter in effect; or a custodian, receiver, trustee, assignee for
          the benefit of credits generally (or other similar official) is
          appointed to take possession, custody or control of all or a
          substantial portion of the property of such party;

     (e)  following the Initial Term, by either party upon not less than four
          months' prior written notice of termination.

8.   Obligations Upon Expiration or Termination. Upon termination or expiration
     -------------------------------------------
     of this Agreement for any reason, each party agrees:

     (a)  to immediately remove all hyperlinks and all references, marks and
          content belonging to the other party between its website(s) and the
          other party's website(s), and on all customer documentation related to
          this Agreement;

     (b)  to destroy or return to the other party any of the other party's
          marketing, advertising or other materials embodying or containing the
          other party's trademarks, service marks, or content and certify to the
          other party that such marketing, advertising or other materials, and
          all copies thereof, have been returned to such party or destroyed;

     (c)  to comply with the provisions of Sections 2 and 3 (Fees), Section 9
          (Audits), Sections 12 and 13 (Indemnification), Section 14 (Limitation
          of Liability), Section 15 (Confidentiality), and Section 19
          (Publicity); and

     (d)  to comply with existing service agreements with each party's
          respective customers according to the terms and subject to the
          conditions specified in the existing agreements with the customers.

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9.   Audits. Each party will maintain records of all activities subject to
     ------
     payments pursuant to this Agreement. Each party shall allow the other party
     and its representatives, including independent certified public accounting
     firms designated by the other party to have access, at a mutually agreed
     upon time during normal business hours, to the records and books of account
     that relate solely to the Agreement for the purpose of determining whether
     the appropriate payments have been made under this Agreement. Such audits
     may not be required more often than once every calendar year and shall
     relate only to the shorter period of (a) the previous twenty-four months
     and (b) the previous twenty-four months less any previously audited period.
     If any such audit properly determines a discrepancy of greater than five
     percent (5%), the audited party shall pay the fees of the auditing party,
     together with any fees due.

10.  Restrictions.
     -------------

     (a)  Ceridian agrees that, during the term of this Agreement, it shall not
          offer services substantially similar to any of the USI Products and
          Services or enter into any referral agreement with a third party for
          provision of services substantially similar to the USI Products and
          Services. Specifically excluded from the preceding sentence shall be
          (i) agreements currently existing between Ceridian and third parties
          as disclosed on Schedule 10(a)(i); and (ii) any customers brought to
          Ceridian by a current or subsequent referral or alliance partner. Upon
          written notice from Ceridian, the first sentence of this section shall
          become void and of no effect if any of the milestone targets described
          on Schedule 10(a) are not achieved.

     (b)  USI agrees that, during the term of this Agreement, it shall not offer
          services substantially similar to any of the Ceridian Products and
          Services or enter into any referral agreement with a third party for
          provision of services substantially similar to the Ceridian Products
          and Services. Specifically excluded from the preceding sentence shall
          be any customers brought to USI by a current or subsequent referral or
          alliance partner. Upon written notice from USI, the first sentence of
          this section shall become void and of no effect if any of the
          milestone targets described on Schedule 10(b) are not achieved.

     (c)  USI agrees that, during the term of this Agreement, it shall not
          without Ceridian's written permission offer COBRA administration,
          flexible spending account administration, retirement plan
          administration, or employee benefit enrollment self-service services
          to any Ceridian Prospects. Likewise, Ceridian agrees that, during the
          term of this Agreement, it shall not without USI's written permission
          offer COBRA administration, flexible spending account administration,
          retirement plan

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          administration, or employee benefit enrollment self-service services
          to any USI Prospects.

     (d)  Except as stated in Sections 10(a), 10(b), and 10(c), the business
          relationship between the parties shall be non-exclusive and shall not
          restrict either party from doing business with any third party.

11.  Independent Contractor Relationship. This Agreement is not intended to nor
     ------------------------------------
     does it constitute or create a joint venture, partnership, or other
     relationship of any kind except as specifically described in this
     Agreement. Neither party shall have authority to bind the other. Each party
     shall be and remain an independent contractor and shall be solely
     responsible for all its employees and other obligations arising in respect
     of its performance of obligations under this Agreement. Except for any
     representations that may be contained in any web page or promotional
     materials that may be prepared jointly and agreed to by both parties,
     neither party shall be authorized to make representations to any third
     party regarding the other party or its products or services.

12.  Indemnification by Ceridian. Ceridian shall indemnify, defend and hold
     ----------------------------
     harmless USI from and against any and all costs, expenses, liabilities,
     losses, damages, injunctions, suits, actions, fines, penalties, levies,
     assessments and claims and demands of every kind or nature, including legal
     costs and attorneys fees, made by or on behalf of any party, person or
     governmental authority, arising out of or resulting from the inaccuracy or
     breach of any representation or warranty of Ceridian contained in this
     Agreement; any breach or default by Ceridian of any covenant, obligation or
     agreement of Ceridian contained in this Agreement; or any negligent,
     willful, fraudulent or dishonest act or omission of Ceridian or its agents
     or employees.

13.  Indemnification by USI. USI shall indemnify, defend and hold harmless
     -----------------------
     Ceridian from and against any and all costs, expenses, liabilities, losses,
     damages, injunctions, suits, actions, fines, penalties, levies, assessments
     and claims and demands of every kind or nature, including legal costs and
     attorneys fees, made by or on behalf of any party, person or governmental
     authority, arising out of or resulting from the inaccuracy or breach of any
     representation or warranty of USI contained in thus Agreement; any breach
     or default by USI of any covenant, obligation or agreement of USI contained
     in this Agreement; or any negligent, willful, fraudulent or dishonest act
     or omission of USI or its agents or employees.

14.  Limitation of Liability. Neither party shall be liable to the other for any
     ------------------------
     loss of profits or any special, incidental or consequential damages even if
     it has knowledge of the possibility of such potential loss or damage.

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15.  Confidentiality.
     ----------------

     (a)  References in this Section to the "disclosing party" shall mean the
          party which discloses its own Confidential Information (defined below)
          to the other party, and the "recipient party" shall mean the party
          receiving such Confidential Information.

     (b)  The parties agree that it is the obligation of the recipient party to
          maintain the confidentiality of information provided by the disclosing
          party in connection with this Agreement. The parties shall treat as
          strictly confidential, and shall not use, disclose or permit to be
          used or disclosed at any time; except as specifically permitted in
          writing by the disclosing party, proprietary or confidential
          information of the disclosing party or that of its parent, affiliates,
          or subsidiaries, whether the recipient party has such information in
          its memory or it is embodied in writing, electronic or other physical
          form. Confidential or proprietary information shall include any
          information of the disclosing party, its parent, affiliates, or
          subsidiaries such as, without limitation, any development, sales,
          financial or accounting procedures, accounts, operations, techniques,
          methods, business plans, trade secrets, any and all information
          regarding the disclosing party's business or how the disclosing party
          does business or other property belonging to the disclosing party
          ("Confidential Information"). The recipient party shall promptly
          advise the disclosing party in writing of any unauthorized use or
          disclosure of Confidential Information. Each party agrees to maintain
          and cause its employees, agents, contractors, subsidiaries and
          subcontractors to maintain the terms and conditions of this Agreement
          strictly confidential, and not to disclose same to any third party,
          except as expressly permitted in writing by the disclosing party. Each
          party agrees that its officers, directors, employees, agents,
          contractors, subsidiaries and subcontractors shall abide by the terms
          of this paragraph and that the recipient party shall be liable for any
          unauthorized use or disclosure of Confidential Information by any such
          person.

     (c)  Each party shall limit the dissemination of the Confidential
          Information within its own organization, including its parent,
          affiliate, subsidiary or successor in interest, or within any
          subcontractors, to such individuals whose duties justify the need to
          know the Confidential Information.

     (d)  Confidential Information shall not include information that: (i) is
          authorized by the disclosing party in writing to be disclosed; (ii) is
          or becomes publicly available through no fault of the recipient party
          or any of the recipient party's directors, officers, employees,
          agents, contractors, subsidiaries or subcontractors; or (iii) is
          independently developed by the recipient party without any use or
          knowledge of the Confidential Information.

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     (e)  If any Confidential Information is required to be disclosed by law,
          the recipient party shall promptly notify the disclosing party prior
          to disclosing such Confidential Information unless prohibited by the
          terms of such legal requirement.

     (f)  Upon written request following the termination of this Agreement, the
          recipient party shall promptly return to the disclosing party all
          Confidential Information, including all materials, data, forms, and
          all other materials and information provided by the disclosing party.
          That portion of the Confidential Information which is copied or stored
          in electronic form will be promptly deleted or destroyed upon the
          disclosing party's request, such destruction to be confirmed in
          writing to the disclosing party.

     (g)  A recipient party recognizes that the disclosing party's Confidential
          Information is of a special, unique, extraordinary and intellectual
          character, which gives it peculiar value, the loss of which may not be
          reasonably or adequately compensated in damages in any action at law
          and that a breach by the recipient party of this Agreement may cause
          the disclosing party irreparable injury and damage. A recipient party
          agrees that the disclosing party shall be entitled to the remedies of
          injunction, specific performance and other equitable relief to prevent
          a breach of this Agreement by the recipient party without the
          necessity of proving damages and that the disclosing party shall not
          be required to post bond or any other form of guarantee as a condition
          of such relief. This provision shall not, however, be construed as a
          waiver of any rights which the disclosing party may have for damages
          or otherwise, nor shall it limit in any way any other remedies which
          may result from the breach of this Agreement.

16.  Representations and Warranties. Each party represents and warrants to the
     -------------------------------
     other that in performing its obligations under this Agreement it shall
     comply with all applicable federal, state and local laws and regulations,
     and that it is free of any contractual or legal obligations that would
     prevent it from entering into this Agreement.

17.  Insurance Sales Activities. The parties state their intention that no
     ---------------------------
     activity contemplated hereunder is to be construed as the sale of insurance
     by Ceridian in violation of any applicable statute, rule, or regulation.
     Each of the parties reserves the right, in its reasonable discretion but
     following consultation with the other party, to take any action designed to
     effectuate the intention stated in the preceding sentence, and the parties
     agree to cooperate with each other in any action reasonably deemed
     necessary by a party to effectuate such stated intention.

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18   Force Majeure. Neither party shall be liable or deemed to be in default for
     --------------
     any delay or failure in performance under this Agreement or interruption of
     service resulting directly or indirectly from acts of God, or any causes
     beyond the reasonable control of such party.

19.  Publicity. Neither USI nor Ceridian shall undertake any advertising,
     ----------
     promotional disclosures, press releases or other public announcements,
     regarding or related to this Agreement, without prior written approval of
     the other party; provided, however, that neither party shall be prohibited
     hereby from making disclosures to the extent required by law.

20.  Notices. All notices given under this Agreement shall be in writing and
     --------
     delivered or transmitted by fax or mail to the address set forth below or
     such other address as a party may from time to time specify in writing to
     the other party, and shall be deemed effective upon the earlier of receipt
     by the sending party of confirmation of receipt of fax, or receipt by
     recipient. The addressees to which notice are initially to be sent are as
     follows:

     If to Ceridian to:

     Ceridian Corporation
     President
     Ceridian Employee/Employer Services
     5301 Maryland Way, Suite 301
     Brentwood, TN 37027
     Fax: (615) 376-6940

     with a copy to:

     Ceridian Corporation
     Senior Vice President, Transactions
      and Legal Services
     Ceridian Employer/Employee Services
     3311 East Old Shakopee Road
     Minneapolis, MN 55425
     Fax: (952) 853-5357

     If to USI to:

     USI Insurance Services Corporation
     President and Chief Operating Officer
     50 California Street, 24th Floor
     San Francisco CA 94111
     Fax: (415) 983-1000

                                       12

<PAGE>

     with a copy to:

     USI Insurance Services Corporation
     Senior Vice President and General Counsel
     50 California Street, 24/th/ Floor
     San Francisco CA 94111
     Fax: (415) 837-1650

21.  Attorneys' Fees. In the event of litigation or arbitration between the
     ----------------
     parties concerning this Agreement, the prevailing party will be entitled to
     recover reasonable costs and expenses incurred in the litigation or
     arbitration, and any appeal therefrom, including costs, reasonable
     attorneys' fees and reasonable experts' fees.

22.  Governing Law. This Agreement shall be governed by the laws of the State of
     --------------
     Delaware, without reference to its conflict or choice of law principles.

23.  Non-Assignment. Neither this Agreement, nor any rights or obligations in
     ---------------
     this Agreement, shall be assigned or otherwise transferred by either party
     without the written consent of the other party, which consent shall not be
     unreasonably withheld. If any assignment is made, by operation of law or
     otherwise, in violation of this provision, then this Agreement shall
     terminate.

24.  Amendment. No modification of this Agreement shall be valid unless set
     ----------
     forth in writing and signed by both parties.

25.  Counterparts. This Agreement may be executed in any number of counterparts
     -------------
     and by facsimile, each one of which shall be an original and all of which
     shall constitute one and the same document.

26.  Entire Agreement. This Agreement constitutes the entire agreement between
     -----------------
     the parties with respect to the subject matter hereof and supersedes all
     previous proposals, both oral and written, negotiations, representations,
     commitments, writings and all other communications between the parties.

                                       13

<PAGE>

IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed and delivered this Agreement as of the Effective
Date.

CERIDIAN CORPORATION


By: /s/ Illegible
   -----------------------
Name: Illegible
     ---------------------
Its: President
    ----------------------


USI INSURANCE SERVICES CORPORATION


By: /s/ Bernard Mizel
   -----------------------
Name: Bernard Mizel
     ---------------------
Its: CEO
    ----------------------
                                       14