[GEVITY PEOPLE FIRST LOGO]                    Non-Solicitation, Non-Compete and

                                                      Confidentiality Agreement

                                                                   (ALL STATES)





This Agreement is made this 24th day of September, 2003, between GEVITY HR,

INC., a Florida corporation, and its wholly-owned subsidiaries identified at the

signature line (collectively and individually, "Gevity"), and SAL UGLIETTA

("Employee"). For good and valuable consideration, including employment of

Employee by Gevity as the Senior Vice President of Insurance Products, in a

position in which Employee will gain specialized and unique knowledge and

experience, will have access to strategic information, will establish personal

relationships with Gevity's vendors, customers, executive officers and other

employees, the continued employment of Employee by Gevity and the mutual

agreements and promises stated below, the sufficiency and receipt of which are

acknowledged by Employee, the parties agree as follows:



1.       DEFINITIONS.



         The following capitalized terms, when used herein, shall have the

following meanings:



         A.       "AFFILIATE" means any business entity which controls Gevity

is controlled by Gevity or is under common control with Gevity including any

successor of any such Affiliate.



         B.       "AGREEMENT" means this Employee Non-Compete, Non-Disclosure

and Confidentiality Agreement, together with any exhibits, schedules, addenda

or amendments hereto.



         C.       "BUSINESS OF GEVITY" means the business of providing PEO and

HR Outsourcing Services.



         D.       "COMPETE" means performing, either as a partner, owner,

employee, agent, officer or director of a Competing Business, substantially the

same services that Employee performs or performed for Gevity or performing

substantially the same services as a consultant, manager or broker to or for a

Competing Business.



         E.       "COMPETING BUSINESS" means any business or enterprise that is

engaged in a business that is the same or substantially the same as the

Business of Gevity.



         F.       "EMPLOYMENT ACTIVITIES" means the activities that Employee is

compensated by Gevity to perform.



         G.       "MATERIAL CONTACT" means significant contact between Employee

and a client or customer of Gevity during the course of Employee's employment

by Gevity including, without limitation, more than one telephonic contact or

correspondence.



         H.       "OFFICE" means a business office operated by Gevity or a

personal office used by Employee in his home or elsewhere to conduct Business

of Gevity.



         I.       "PEO AND HR OUTSOURCING SERVICES" means an arrangement under

an agreement between a client and a professional employer organization ("PEO"),

where the client outsources to the PEO the administration of some or all of the

following employer functions which the PEO performs off-site for a fee: issuing

paychecks, withholding taxes, providing consultative human resources and/or

risk management products and services, and securing or arranging for insurance

to cover claims for workers' compensation, unemployment and health and welfare

benefits.



         J.       "GEVITY INFORMATION" means the confidential data, proprietary

information and trade secrets regarding Gevity's business methods, training

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