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Ceridian Employer Services                                         Exhibit 10.14
5301 Maryland Way, Suite 301                                       -------------
Brentwood, Tennessee 37027


August 9, 2001


Mr. Marc Scherr
Vice Chairman
The Ultimate Software Group, Inc.
301 Route 17 North
Rutherford, NJ 07070

Dear Marc:

Reference is hereby made to that certain license agreement (the "License
Agreement") between The Ultimate Software Group, Inc. ("Ultimate") and Ceridian
Corporation ("Ceridian") dated as of March 9, 2001.  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
License Agreement.

When signed by you, this letter shall constitute Ceridian's agreement that as of
the date of this letter, Ultimate is entitled to retain all of the Ten Million
Dollars ($10,000,000.00) previously paid to Ultimate pursuant to Section 5.1(a)
of the License Agreement and that none of such amount shall be refundable to
Ceridian.

When signed by you, this letter also shall confirm Ultimate's agreement to
change the commencement of the Minimum Payment provision of the License
Agreement from January of 2002 to the earlier of (i) the execution by Ceridian
or an Affiliate of one or more customer contracts as part of a general release
(as distinguished from an Alpha or Beta release) by Ceridian or an Affiliate
thereof of services or products containing the Licensed Software or (ii) 45 days
following the delivery of the UltiPro update known as the NEO Release.  Prior to
the occurrence of one of these two events, which trigger a Technical Transfer,
Ceridian could terminate the Agreement.  In the event of termination, Ultimate
would keep the $10,000,000.00 and Ceridian would have no rights to the Licensed
Software and have no obligation for minimum royalty payments.  The term NEO
Release means the planned winter 2002 release for UltiPro, the functionality of
which is described in Exhibit A attached hereto, and which also contains the
functionality of the Atlantis Release.

To effect the foregoing, the following sections of the License Agreement are
hereby amended:

     The ninth sentence of Section 4.4 is hereby deleted and replaced with the
following:

     "Technical Transfer shall be deemed to have been completed only on the date
of the earliest of the following events, (i) the execution by Ceridian or an
Affiliate of one or more customer contracts as part of a general release (as
distinguished from an Alpha or Beta release) by Ceridian or an Affiliate thereof
of services or products containing the Licensed Software or (ii) forty-five (45)
days following the release of the UltiPro Update known as the NEO Release (as
Defined in Section 5.1(b))."

The tenth sentence of Section 4.4 of the License Agreement is hereby deleted and
replaced with the following:
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August 9, 2001
Page 2


     "Additionally, the parties contemplate that Ultimate will deliver to
     Ceridian the Beta release version of the Atlantis Release when and as
     reasonably practical, but no later than September 30, 2001."

The following sentence is, added to the end of Section 5.1(a)(ii):

     "As of August 9, 2001 none of these amounts shall be refundable to Ceridian
     and Ultimate shall be entitled to retain, without any further obligation,
     all of the Ten Million Dollars ($10,000,000.00) paid pursuant to Section
     5.1(a)."

The fourth sentence of Section 5.1(b) of the License Agreement is hereby deleted
and replaced with the following:

     "Notwithstanding the foregoing, and provided this Agreement has not been
     terminated by Ceridian pursuant to Section 10.2(c), subsequent to the
     earlier of (i) the execution by Ceridian or an Affiliate of one or more
     customer contracts as part of a general release (as distinguished from an
     Alpha or Beta release) by Ceridian or an Affiliate thereof of services or
     products containing the Licensed Software or (ii) forty-five (45) days
     following the delivery to Ceridian of the UltiPro update known as the NEO
     Release, the minimum monthly license payment (" Minimum Payment") pursuant
     to this section 5.1(b) by Ceridian to Ultimate shall be Two Hundred Fifty
     Thousand Dollars ($250,000.00) per month through December, 2002, and Five
     Hundred Thousand Dollars ($500,000.00) per month from January, 2003 through
     December, 2005."

The following sentence is added to the end of Section 5.1(b):

     "The term NEO Release means the planned winter 2002 release for UltiPro, in
     a form comparable to a general release as distinguished from an Alpha or
     Beta release, the functionality of which contains the functionality of the
     Atlantis Release and the further functionality described in Exhibit A, a
     copy of which is attached hereto."

Section 10.2(c) is hereby deleted and replaced with the following:

     "Notwithstanding the provisions of Section 10.1 above, provided that
     Technical Transfer has not first been completed as provided for in Section
     4.4, Ceridian may terminate this Agreement at any time by providing written
     notice to Ultimate.  In the event of such a termination, Ultimate shall
     have no obligation to refund to Ceridian any of the amounts paid to
     Ultimate pursuant to Section 5.1(a). Ceridian and Ultimate acknowledge that
     in such event (i) Ceridian shall have no remedy and (ii) with the exception
     of any amounts otherwise owed by Ceridian pursuant to Article 4 or Section
     5.1(b), no other sums will be due from either party to the other  under
     this Agreement."

Except as stated above, all of the terms and provisions of the License
Agreement, shall remain in full force and effect.


qukit

wxit

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August 9, 2001
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If the foregoing represents our agreement and is otherwise acceptable to you,
please execute a copy of this letter and return it to me as soon as possible.

Sincerely,

  CERIDIAN CORPORATION

                                     By: /s/ Tony Holcombe
                                        -----------------------------

Acknowledged and Agreed:

THE ULTIMATE SOFTWARE GROUP, INC.

By: /s/ Marc Scherr
   ------------------------

        Marc Scherr

        Vice Chairman

        The Ultimate Software Group, Inc.