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                                                                   EXHIBIT 10.14

                             MOLINA HEALTHCARE, INC.

                        2002 EMPLOYEE STOCK PURCHASE PLAN

     1. Establishment of Plan. Molina Healthcare, Inc. (the "Company") proposes
to grant options to purchase shares of the Company's common stock, $0.001 par
value per share (the "Common Stock"), to eligible employees of the Company and
its Participating Affiliates (as defined below) pursuant to this Employee Stock
Purchase Plan (this "Plan"). For purposes of this Plan, "Parent Corporation" and
"Subsidiary Corporation" shall have the same meanings as "parent corporation"
and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code"). "Participating
Affiliates" are Parent Corporations or Subsidiary Corporations that the Board of
Directors of the Company (the "Board") designates from time to time as
corporations that shall participate in this Plan. Affiliates may be designated
as Participating Affiliates either before or after this Plan is approved by the
Company's stockholders as provided in Section 22. The Company intends this Plan
to qualify as an "employee stock purchase plan" under Section 423 of the Code
(including any amendments to or replacements of such Section), and this Plan
shall be so construed. Any term not expressly defined in this Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein. A
total of 15,000 shares of the Common Stock are reserved for issuance under this
Plan. As of the last day of each fiscal year of the Company, the number of
shares of Common Stock reserved for issuance under the Plan shall be increased
by one percent of the issued and outstanding shares of Common Stock immediately
after the end of such fiscal year, but in no event shall the total number of
shares of Common Stock reserved for issuance exceed 55,000 shares. For purposes
of clarification, all references to the number of shares reserved for issuance
hereunder shall be construed to refer to the number of shares of the Company
prior to the effectiveness of the merger contemplated by that certain Agreement
of Merger between the Company and Molina Healthcare, Inc., a Delaware
corporation, as amended (the "Reincorporation Merger").

     2. Purpose. The purpose of this Plan is to provide eligible employees of
the Company and Participating Affiliates with a convenient means of acquiring an
equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and
Participating Affiliates, and to provide an incentive for continued employment.

     3. Administration

     (a) This Plan shall be administered by the Compensation Committee of the
Board (the "Committee"). Subject to the provisions of this Plan and the
limitations of Section 423 of the Code or any successor provision in the Code,
all questions of interpretation or application of this Plan shall be determined
by the Committee in its sole discretion and its decisions shall be final and
binding upon all participants. Members of the Committee shall receive no
compensation for their services in connection with the administration of this
Plan, other than standard fees as established from time to time by the

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Board for services rendered by Board members serving on Board committees. All
expenses incurred in connection with the administration of this Plan shall be
paid by the Company.

     (b) The Committee may, from time to time, consistent with the Plan and the
requirements of Section 423 of the Code, establish, change or terminate such
rules, guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its sole discretion, for the proper administration
of the Plan, including, without limitation: (a) a minimum payroll deduction
amount required for participation in an Offering Period, (b) a limitation on the
frequency or number of changes permitted in the rate of payroll deduction during
an Offering Period, (c) a payroll deduction greater or less than the amount
designated by a participant in order to adjust for the Company's delay or
mistake in processing an Enrollment Form or in otherwise effecting a
participant's election under the Plan or as advisable to comply with the
requirements of Section 423 of the Code, (d) determination of the date and
manner by which the Fair Market Value of the Common Stock is determined for
purposes of administration of the Plan, (e) delegate responsibility for Plan
operation, management and administration, subject to the Committee's oversight
and control, on such terms as the Committee may establish, and (f) delegate to
other persons the responsibility for performing appropriate functions as
necessary, desirable or appropriate to further the purposes of this Plan.

     4. Eligibility. Any individual employed by the Company or the Participating
Affiliates on the "Offering Date" of an "Offering Period" (each as defined in
Section 5 below) is eligible to participate in such Offering Period except the
following:

     (a) employees who are customarily employed for twenty (20) hours or less
per week; and

     (b) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock or
hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Participating Affiliates or who, as a result of being granted an option
under this Plan with respect to such Offering Period, would own stock or hold
options to purchase stock possessing five percent (5%) or more of the total
combined power or value of all classes of stock of the Company or any of its
Participating Affiliates; and

     (c) individuals who provide services to the Company or any of its
Participating Affiliates as independent contractors who are reclassified as
common law employees for any reason except for federal income and employment tax
purposes.

     5. Offering Periods. The offering periods of this Plan (each, an "Offering
Period") shall be of six (6) months duration commencing on January 1 and July 1
of the Company's fiscal year; provided, however, that the first such Offering
Period shall commence on the date (the "IPO Date") of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, other than
on Forms S-4 or S-8 or their then equivalents, covering the

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offer and sale by the Company of its equity securities or such other events as a
result of or following which the Common Stock shall be publicly held (the
"Initial Public Offering") and shall end on December 31, 2003 (the "First
Offering Period"). The first day of each Offering Period is referred to as the
"Offering Date." The last day of each Offering Period is referred to as the
"Purchase Date." The Committee shall have the power to change the Offering Dates
or Purchase Dates and the duration of Offering Periods without stockholder
approval if such change is announced prior to the start of the relevant Offering
Period, or prior to such other time period as specified by the Committee;
provided, however, that no Offering Period may have a duration exceeding
twenty-seven (27) months. If the first or last day of an Offering Period is not
a day on which the New York Stock Exchange is open for trading, the Company
shall specify the trading day that will be deemed the first or last day, as the
case may be, of the Offering Period.

     6. Participation in this Plan. An employee may participate during an
Offering Period on the first Offering Date after such employee satisfies the
eligibility requirements set forth in Section 4 above and delivers an enrollment
form in substantially the form attached hereto as Exhibit A (the "Enrollment
Form") to the Company prior to such Offering Date, or such other time period as
specified by the Committee; provided, however, that: the Company will
automatically enroll on the IPO Date all employees eligible to participate in
the Plan as determined under Section 4 as of such date, and such eligible
employees shall be deemed to have completed an Enrollment Form specifying a
contribution rate to the Plan equal to ten percent (10%) of each such employee's
"Compensation" (as defined in Section 9 below). Notwithstanding the foregoing,
the Committee may set a later time for filing the Enrollment Form authorizing
payroll deductions for all eligible employees with respect to a given Offering
Period. An eligible employee who does not timely deliver an Enrollment Form to
the Company after becoming eligible to participate in such Offering Period shall
not participate in that Offering Period or any subsequent Offering Period until
filing an Enrollment Form with the Company prior to the applicable Offering
Date, or such other time period as specified by the Committee. Once an employee
becomes a participant in an Offering Period, such employee will automatically
participate in the Offering Period commencing immediately following the last day
of the prior Offering Period unless the employee withdraws or is deemed to
withdraw from this Plan or terminates further participation in the Offering
Period as set forth in Section 11 below. A participant who has not otherwise
withdrawn from this Plan under Section 11 is not required to file any additional
Enrollment Form in order to continue participation in this Plan. However a
participant may deliver a new Enrollment Form for a subsequent Offering Period
in accordance with the procedures set forth in this Section 6 if the participant
wishes to change any of the elections contained in the participant's then
effective Enrollment Form.

     7. Grant of Option on Enrollment. Enrollment by an eligible employee in an
Offering Period under this Plan will constitute the grant (as of the Offering
Date for such Offering Period) by the Company to such employee of an option to
purchase on the Purchase Date up to that number of shares of Common Stock of the
Company determined by dividing (a) the amount accumulated in such employee's
payroll deduction account during such Offering Period (or, if applicable for
those employees participating in the First Offering Period, the amount of the
lump sum cash payment required to purchase shares

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pursuant to Sections 6 and 9) by (b) the Per Share Purchase Price as determined
pursuant to Section 8 below (but in no event less than the par value of a share
of Company's Common Stock), provided, however, that the number of shares of the
Company's Common Stock subject to any option granted pursuant to this Plan shall
not exceed the maximum number of shares which may be purchased pursuant to
Section 10 below with respect to the applicable Purchase Date. The Fair Market
Value of a share of the Company's Common Stock shall be determined as provided
in Section 8 below.

     8. Purchase Price. The purchase price per share ("Per Share Purchase
Price") at which a share of Common Stock will be sold in any Offering Period
shall be eighty-five percent (85%) of the lesser of:

     (a) The Fair Market Value on the Offering Date; or

     (b) The Fair Market Value on the Purchase Date.

     For purposes of this Plan, the term "Fair Market Value" of the Common Stock
on any given date means (i) the last reported closing price for a share of Stock
on the New York Stock Exchange or, (ii) in the absence of reported sales on the
New York Stock Exchange on a given date, the closing price of the New York Stock
Exchange on the last date on which a sale occurred prior to such date; or (iii)
if the stock is no longer publicly traded on the New York Stock Exchange, the
Committee in good faith shall determine Fair Market Value; provided that, if the
date for which the Fair Market Value is determined is the first day when trading
prices for the Stock are reported on the New York Stock Exchange, the Fair
Market Value shall be the public offering price set forth on the cover page for
the final prospectus relating to the Company's Initial Public Offering.

     9. Payment of Purchase Price; Changes in Payroll Deductions; Issuance of
Shares.

     (a) The purchase price of the shares shall be accumulated by regular
payroll deductions made during each Offering Period; provided, however, that the
purchase price of the shares for the First Offering Period shall be paid by the
participant in a lump sum cash payment on such Offering Period's Purchase Date
(unless the participant makes an election to commence payroll deductions
pursuant to Section 9(b) below). The deductions are made as a percentage of the
participant's Compensation in one percent (1%) increments not less than one
percent (1%) (except as a result of an election pursuant to Section 9(c) to stop
payroll deductions during an Offering Period), nor greater than fifteen percent
(15%) or such lower limit set by the Committee. "Compensation" shall mean all
W-2 cash compensation, including base salary, wages, commissions, overtime,
shift premiums and bonuses, provided, however, that for purposes of determining
a participant's compensation, any election by such participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Code shall be
treated as if the participant did not make such election. Notwithstanding the
foregoing, Compensation shall not include reimbursements of expenses,
allowances, long-term disability, workers' compensation or any amount deemed
received without the actual transfer of cash or any amounts directly or
indirectly paid pursuant to the Plan or any other stock purchase or stock option
plan, or any other compensation not included above. Payroll deductions shall

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commence on the first payday of the Offering Period and shall continue to the
end of the Offering Period unless sooner altered or terminated as provided in
this Plan; provided, however, that payroll deductions for the First Offering
Period shall only commence if the participant makes an election pursuant to
Section 9(b) below.

     (b) A participant may increase or decrease the rate of payroll deductions
during an Offering Period by filing with the Company a new Enrollment Form, in
which case the new rate shall become effective for the next payroll period
commencing after the Company's receipt of the Enrollment Form and shall continue
for the remainder of the Offering Period unless changed as described below. Such
change in the rate of payroll deductions may be made at any time during an
Offering Period, but not more than one (1) change may be made effective during
any Offering Period. A participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the Company a new
Enrollment Form prior to the beginning of such Offering Period, or prior to such
other time period as specified by the Committee. Additionally, and
notwithstanding the foregoing, during the First Offering Period, a participant
may only elect to have the purchase price of the shares accumulated by regular
payroll deductions by filing with the Company an Enrollment Form after the IPO
Date and on or before December 31, 2003.

     (c) A participant may reduce his or her payroll deduction percentage to
zero during an Offering Period by filing with the Company a revised Enrollment
Form. Such reduction shall be effective beginning with the next payroll period
after the Company's receipt of the request and no further payroll deductions
will be made for the duration of the Offering Period. Payroll deductions
credited to the participant's account prior to the effective date of the request
shall be used to purchase shares of Common Stock in accordance with Section (e)
below. A participant may not resume making payroll deductions during the
Offering Period in which he or she reduced his or her payroll deductions to
zero.

     (d) All payroll deductions made for a participant are credited to his or
her account under this Plan and are deposited with the general funds of the
Company. No interest accrues on the payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.

     (e) On each Purchase Date, so long as this Plan remains in effect and
provided that the participant has not submitted a revised Enrollment Form
withdrawing from the Plan before such Purchase Date in accordance with Section
11, the Company shall apply the funds then in the participant's account (or, if
applicable, the lump sum cash payment received from the participant) to the
purchase of whole shares of Common Stock reserved under the option granted to
such participant with respect to the Offering Period to the extent that such
option is exercisable on the Purchase Date. The Per Share Purchase Price shall
be as specified in Section 8. Any cash remaining in such participant's account
on a Purchase Date which is less than the amount necessary to purchase a full
share of Common Stock of the Company shall be carried forward, without interest,
into the next Offering Period. If this Plan has been oversubscribed, all funds
not used to purchase

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shares on the Purchase Date shall be returned to the participant, without
interest. No Common Stock shall be purchased on a Purchase Date on behalf of any
employee whose participation in this Plan has terminated prior to such Purchase
Date.

     (f) As promptly as practicable after the Purchase Date, the Company shall
issue shares for the participant's benefit representing the shares purchased
upon exercise of his or her option, subject to compliance with Section 24 below.

     (g) During a participant's lifetime, his or her option to purchase shares
hereunder is exercisable only by him or her. The participant will have no
interest or voting right in shares covered by his or her option until such
option has been exercised.

     10. Limitations on Shares to be Purchased.

     (a) No participant shall be entitled to purchase Common Stock under this
Plan at a rate which, when aggregated with his or her rights to purchase stock
under all other employee stock purchase plans of the Company or any Parent
Corporation or Subsidiary Corporation, exceeds $25,000 in Fair Market Value,
determined as of the Offering Date (or such other limit as may be imposed by the
Code) for each calendar year in which the employee participates in this Plan.
The Company shall automatically suspend the payroll deductions of any
participant as necessary to enforce such limit; provided that when the Company
automatically resumes such payroll deductions, the Company must apply the rate
in effect immediately prior to such suspension.

     (b) No participant shall be entitled to purchase more than the Maximum
Share Amount (as defined below) on any single Purchase Date. Prior to the
commencement of any Offering Period or before such time period as specified by
the Committee, the Committee may, in its sole discretion, set a maximum number
of shares which may be purchased by any employee at any single Purchase Date
(the "Maximum Share Amount"). Until otherwise determined by the Committee, there
shall be no Maximum Share Amount. If a new Maximum Share Amount is set, then all
participants must be notified of such Maximum Share Amount before commencing the
next Offering Period. The Maximum Share Amount shall continue to apply with
respect to all succeeding Purchase Dates and Offering Periods unless revised by
the Committee as set forth above.

     (c) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a pro rata allocation
of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable.

     (d) Any payroll deductions accumulated in a participant's account which are
not used to purchase stock due to the limitations in this Section 10 shall be
returned to the participant as soon as practicable after the end of the
applicable Offering Period, without interest, provided that, any amount
remaining in such participant's account which is less than the amount necessary
to purchase a full share of Common Stock of the

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Company shall be carried forward, without interest, into the next Offering
Period or Offering Period.

     11. Withdrawal.

     (a) Each participant may withdraw from an Offering Period under this Plan
by signing and delivering to the Company a revised Enrollment Form indicating
such participant's intention to withdraw. Such withdrawal may be elected at any
time prior to the end of an Offering Period, or such other time period as
specified by the Committee.

     (b) Upon withdrawal from this Plan, the accumulated payroll deductions
shall be returned to the withdrawn participant, without interest, and his or her
interest in this Plan shall terminate. If a participant voluntarily elects to
withdraw from this Plan, he or she may not resume his or her participation in
this Plan during the same Offering Period, but he or she may participate in any
Offering Period under this Plan commencing after such withdrawal by filing a new
authorization for payroll deductions in the same manner as set forth in Section
6 above for initial participation in this Plan.

     12. Termination of Employment. Termination of a participant's employment
for any reason, including retirement, death or the failure of a participant to
remain an eligible employee of the Company or of a Participating Affiliate,
immediately terminates his or her participation in this Plan. In such event, the
payroll deductions credited to the participant's account will be returned to him
or her or, in the case of his or her death, to his or her legal representative,
without interest. For purposes of this Section 12, an employee will not be
deemed to have terminated employment or failed to remain in the continuous
employ of the Company or of a Participating Affiliate in the case of sick leave,
military leave, or any other leave of absence approved by the Board; provided
that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

     13. Return of Payroll Deductions. If a participant's interest in this Plan
is terminated by withdrawal, termination of employment or otherwise, or if this
Plan is terminated by the Board, the Company shall deliver to the participant
all payroll deductions credited to such participant's account. No interest shall
accrue on the payroll deductions of a participant in this Plan.

     14. Capital Changes. Subject to any required action by the stockholders of
the Company, the number of shares of Common Stock covered by each option under
this Plan which has not yet been exercised and the number of shares of Common
Stock which have been authorized for issuance under this Plan but have not yet
been placed under option (collectively, the "Reserves"), as well as the price
per share of Common Stock covered by each option under this Plan which has not
yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common Stock
resulting from a stock split or the payment of a stock dividend (but only on the
Common Stock) or any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of any consideration
by the Company; provided, however, that conversion of any convertible securities
of the

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Company shall not be deemed to have been "effected without receipt of
consideration". Notwithstanding the foregoing, any fractional shares resulting
from an adjustment pursuant to this Section 14 shall be rounded down to the
nearest whole number, and in no event may the Per Share Purchase Price be
decreased to an amount less than the par value, if any, of the Common Stock.
Such adjustment shall be made by the Committee, whose determination shall be
final, binding and conclusive. Notwithstanding the foregoing, the required
adjustment under this Section 14 in connection with the effectiveness of the
Reincorporation Merger shall be consistent with the adjustment made to all then
outstanding shares of the Common Stock of the Company.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee. The Committee may,
in its sole discretion in such instances, declare that this Plan shall terminate
as of a date fixed by the Committee and either give each participant the right
to purchase shares under this Plan prior to such termination or return all
accumulated payroll deductions to each participant, without interest. In the
event of (i) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction
(including pursuant to the Reincorporation Merger), or other transaction in
which there is no substantial change in the stockholders of the Company or their
relative stock holdings, provided that the options under this Plan are assumed,
converted or replaced by the successor corporation, which assumption will be
binding on all participants), (ii) a merger in which the Company is the
surviving corporation but after which the stockholders of the Company
immediately prior to such merger (other than any stockholder that merges, or
which owns or controls another corporation that merges, with the Company in such
merger) cease to own their shares or other equity interest in the Company, (iii)
the sale of all or substantially all of the assets of the Company or (iv) the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the
Company by tender offer or similar transaction, (each a "Sale Event") the
Company shall apply the funds contributed under the Plan to the purchase of
shares of Common Stock pursuant to the provisions of Section 9 immediately prior
to the effective date of such Sale Event. Notwithstanding the foregoing, the
surviving, continuing, successor or purchasing corporation or parent corporation
thereof (the "Acquiring Corporation"), may elect to assume the Company's rights
and obligations under the Plan and, in that event, there shall be no purchase
before the end of the Offering Period in which the Sale Event occurs.

     The Committee may, if it so determines in its sole discretion, also make
provision for adjusting the share reserve set forth in Section 1, as well as the
price per share of Common Stock covered by each outstanding option, solely in
the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares
of its outstanding Common Stock, or in the event of the Company being
consolidated with or merged into any other corporation; provided, however, that
upon the effectiveness of the Reincorporation Merger, the number of shares set
forth in Section 1 shall be automatically adjusted on the same basis as each
outstanding share of the Common Stock of the Company immediately prior to the
effect of the Reincorporation Merger.

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     15. Withholding. The participant shall make adequate provision for the
foreign, federal, state and local tax withholding obligations of the Company or
any of its Participating Affiliates, if any, which arise in connection with
participation in the Plan. The Company and its Participating Affiliates shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

     16. Nonassignability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 23 below) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.

     17. Reports. Individual accounts will be maintained for each participant in
this Plan. Each participant shall receive as soon as practicable after the end
of each Offering Period a report of his or her account setting forth the total
payroll deductions accumulated, the number of shares purchased, the per share
price thereof and the remaining cash balance, if any, carried forward to the
next Offering Period.

     18. Notice of Disqualifying Disposition. Each participant shall notify the
Company in writing if the participant disposes of any of the shares purchased in
any Offering Period pursuant to this Plan if such disposition occurs within two
(2) years from the Offering Date or within one (1) year from the Purchase Date
on which such shares were purchased (the "Notice Period"). The Company may, at
any time during the Notice Period, place a legend or legends on any certificate
representing shares acquired pursuant to this Plan requesting the Company's
transfer agent to notify the Company of any transfer of the shares. The
obligation of the participant to provide such notice shall continue
notwithstanding the placement of any such legend on the certificates.

     19. No Rights as Stockholder or to Continued Employment. A participant
shall have no rights as a stockholder by virtue of participation in the Plan
until the date of the issuance of a certificate for the shares purchased
pursuant to the exercise of the participant's purchase right (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date
such certificate is issued, except as provided in Section 14. Neither this Plan
nor the grant of any option hereunder shall confer any right on any employee to
remain in the employ of the Company or any Participating Affiliate, or restrict
the right of the Company or any Participating Affiliate to terminate such
employee's employment at any time.

     20. Equal Rights and Privileges. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the

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Company, the Committee or the Board, be reformed to comply with the requirements
of Section 423. This Section 20 shall take precedence over all other provisions
in this Plan.

     21. Notices. All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     22. Term; Stockholder Approval. This plan shall be effective on the date
(the "Effective Date") immediately prior to effectiveness of the Reincorporation
Merger. All references to the number or type of shares reserved for issuance
under the Plan shall be adjusted to take into account changes in the Company's
capital structure due to the Reincorporation Merger as provided under Section
14. Notwithstanding the effectiveness of the Reincorporation Merger, no Offering
Period may commence before the IPO Date. This Plan shall continue until the
earlier to occur of (a) termination of this Plan by the Board (which termination
may be effected by the Board at any time), (b) issuance of all of the shares of
Common Stock reserved for issuance under this Plan, or (c) July 24, 2012.

     23. Designation of Beneficiary

     (a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under this
Plan in the event of such participant's death subsequent to the end of any
Offering Period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under this Plan in the event
of such participant's death prior to a Purchase Date.

     (b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under this Plan who is living at
the time of such participant's death, the Company shall deliver such shares or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

     24. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated quotation
system upon which the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

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     25. Applicable Law. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of California.

     26. Amendment or Termination of this Plan. The Board may at any time amend,
terminate or extend the term of this Plan, except that (i) any such termination
cannot affect options previously granted under this Plan unless the Board
determines that the termination of the Plan immediately following any Purchase
Date is in the best interests of the Company and its stockholders, (ii) any
amendment may not adversely affect the previously granted purchase right of any
participant unless permitted by the Plan or as may be necessary to qualify the
Plan as an employee stock purchase plan pursuant to Section 423 of the Code or
to obtain qualification or registration of the Common Stock under applicable
federal, state or foreign securities laws, and (iii) any amendment must be
approved by the stockholders of the Company in accordance with Section 2 above
within twelve (12) months of the adoption of such amendment (or earlier if
required by Section 22) if such amendment would:

     (a) increase the number of shares that may be issued under this Plan;

     (b) change the designation of the employees (or class of employees)
eligible for participation in this Plan; or

     (c) any other action taken by the Board that, by its terms, is contingent
on stockholder approval.

     Notwithstanding the foregoing, the Board may make such amendments to the
Plan as the Board determines to be advisable, if the continuation of the Plan or
any Offering Period would result in financial accounting treatment for the Plan
that is different from the financial accounting treatment in effect on July 23,
2002.

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