CUSTODY AGREEMENT

                                       FOR

                             SALE OF COMMON STOCK OF

                                   EXULT, INC.



U.S. Stock Transfer Corporation

1745 Gardena Avenue

Glendale, CA 91204-2991

Attention: Rich Tilton



Ladies and Gentlemen:



        This Custody Agreement (this "Agreement") is executed by the undersigned

(the "Selling Stockholder") in connection with a proposed public offering (the

"Public Offering") of shares of common stock, par value $.0001 per share (the

"Common Stock"), of Exult, Inc., a Delaware corporation (the "Company"). The

proposed Public Offering will be effected pursuant to a purchase agreement (the

"U.S. Purchase Agreement") to be entered into by and among the Company, the

Selling Stockholder, other stockholders of the Company that may become a party

thereto and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith

Incorporated, Goldman, Sachs & Co., and Salomon Smith Barney Inc., as

representatives of the several U.S. underwriters (the "U.S. Underwriters") named

on Schedule A to the U.S. Purchase Agreement and pursuant to a purchase

agreement (the "International Purchase Agreement") to be entered into by and

among the Company, the Selling Stockholder, other stockholders of the Company

that may become a party thereto and Merrill Lynch International, Goldman Sachs

International and Salomon Brothers International Limited, as representatives of

the several international underwriters named on Schedule A to the International

Purchase Agreement (the "International Underwriters"). The U.S. Purchase

Agreement and the International Purchase Agreement are each referred to herein

as a "Purchase Agreement" and the U.S. Underwriters and International

Underwriters are referred to collectively herein as the "Underwriters". U.S.

Stock Transfer Corporation has been appointed as the Transfer Agent (the

"Transfer Agent") for the Common Stock.



        The Selling Stockholder proposes to sell ___________________ shares of

Common Stock (collectively, the "Shares") to the Underwriters for reoffering of

such Shares together with shares of Common Stock to be purchased by the

Underwriters from the other selling stockholders pursuant to each Purchase

Agreement, of which a preliminary draft in substantially agreed form has been

delivered to the Selling Stockholder and shares of Common Stock to be purchased

by the Underwriters from the Company. In connection with such sale, the Selling

Stockholder is depositing with the Transfer Agent, as custodian (the

"Custodian") the certificate or certificates set forth on Schedule I

representing _______________ shares of Common Stock. In addition, in the event

the Shares are to be issued upon the exercise of fully vested, unexercised stock

options (the "Stock Options") granted to the Selling Stockholder under the

Company's 1999 Stock Option/Stock Issuance Plan, 1999 Special Executive Stock

Option Plan or 2000 Equity Incentive



{PAGE}   2

Plan, the Selling Stockholder is depositing an irrevocable, unconditional notice

of exercise of such Stock Options in the form attached hereto as Exhibit A (the

"Notice of Exercise"), upon which exercise the Selling Shareholder will be

entitled to receive certificates representing _____________________ shares of

Common Stock (such certificate(s), together with the certificate(s) listed on

Schedule I, the "Certificate"). The Selling Stockholder is also depositing with

the Custodian a stock transfer power in the form attached as Exhibit B executed

in blank by the Selling Stockholder with signature guaranteed by a bank or trust

company acceptable to the Underwriters, to be held for the account of the

Selling Stockholder and to be disposed of in accordance with this Agreement.

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