AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         This Amendment No. 1 to Employment Agreement (this "AMENDMENT") is made
as of September 8th, 2003 by and between Exult, Inc. (the "COMPANY") and John A.
Adams ("EXECUTIVE").

         A.       Executive is employed by the Company pursuant to that certain
                  Employment Agreement dated as of June 2, 2003 (the
                  "AGREEMENT").

         B.       The Agreement provides for a living allowance to be paid by
                  the Company to Executive for up to one year, pending
                  Executive's sale of his house in New Jersey. The final amount
                  of the living allowance was to be agreed by the Company's CEO
                  and Executive after Executive had surveyed the rental housing
                  market in Orange County.

         C        Upon a review of the housing markets in NJ and Orange County
                  CA the Companies CEO and Executive have agreed to the
                  following

                  1.       Section 4(b) of the Agreement is hereby amended to
                           read in its entirety as follows:

                           (b) Relocation Expenses. The Company will reimburse
                  Executive's documented out-of-pocket expenses incurred in
                  moving his family and household goods from New Jersey to
                  Orange County, California including the cost to executive of
                  any real estate agent's sales commission paid by executive in
                  connection with the sale of his house in New Jersey. In
                  addition, the Company will pay to Executive, in addition to
                  his salary and other compensation to which he is entitled, a
                  living allowance of $7,000 per month for 12 consecutive months
                  beginning September 15th, 2003. All amounts paid or reimbursed
                  pursuant to this Section 4(b) will include a tax "gross-up" to
                  the extent necessary to neutralize the effects of income tax
                  on such payments.

                  2.       Except as set forth herein, the Agreement will remain
                           in effect as written.

         In witness whereof, the Company and Executive have entered into this
Amendment as of the date above set forth.

EXULT, INC.

By:  ____________________________              _________________________________
       James C. Madden, V                      John A. Adams
       Chief Executive Officer

Source: OneCLE Business Contracts.