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                                                                   EXHIBIT 10.16


                               EXULT, INC. COMPANY

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                  The following constitutes the provisions of the Exult, Inc.
2000 Employee Stock Purchase Plan (the "PLAN").

1.       PURPOSE.

                  The purpose of the Plan is to maintain competitive equity
compensation programs and to provide employees of Exult, Inc. (the "COMPANY")
and its subsidiaries with an opportunity and incentive to acquire a proprietary
interest in the Company through the purchase of the Company's Common Stock,
thereby more closely aligning the interests of the Company's employees and
stockholders. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of
1986, as amended ("SECTION 423"). Accordingly, the provisions of the Plan shall
be construed to extend and limit participation consistent with the requirements
of Section 423.

2.       DEFINITIONS.

                  Capitalized terms used in this Plan and not otherwise defined
have the meanings set forth below.

                  "ADMINISTRATOR" means the Committee, or the Board if the Board
asserts administrative authority over the Plan pursuant to Section 12.

                  "BOARD" means the Board of Directors of the Company.

                  "CHANGE IN CONTROL" means a change in ownership of the Company
pursuant to any of the following transactions:

                  (i) a stockholder-approved merger or consolidation in which
         securities possessing more than fifty percent (50%) of the total
         combined voting power of the Company's outstanding securities are
         transferred to a person or persons different from the persons holding
         those securities immediately prior to such transaction, or

                  (ii) a stockholder-approved sale, transfer or other
         disposition of all or substantially all of the assets of the Company,
         other than in the ordinary course of business, or

                  (iii) the acquisition, directly or indirectly, by a person or
         related group of persons (other than the Company or a person that
         directly or indirectly controls, is controlled by or is under common
         control with the Company) of beneficial ownership (within the meaning
         of Rule 13d-3 of the Securities Exchange Act of 1934) of securities
         possessing more than fifty percent (50%) of the total combined voting
         power of the Company's outstanding securities pursuant to a tender or
         exchange offer made directly to the Company's stockholders.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

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                  "COMMITTEE" means a committee of members of the Board meeting
the qualifications described in Section 12 and appointed by the Board to
administer the Plan.

                  "COMMON STOCK" means the Common Stock of the Company.

                  "COMPENSATION" means the total cash earnings of a participant.
Total cash earnings shall include (i) the regular base salary paid to a
participant by one or more Participating Companies during such individual's
period of participation in one or more Purchase Periods under the Plan plus (ii)
all overtime payments, bonuses, commissions, profit-sharing distributions or
other incentive-type payments received during such period. Such cash earnings
shall be calculated before deduction of (A) any income or employment tax
withholdings or (B) any contributions made by the participant to any Code
Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit
program now or hereafter established by the Company. However, cash earnings
shall NOT include any contributions made by the Company or any Subsidiary on the
participant's behalf to any employee benefit or welfare plan now or hereafter
established (other than Code Section 401(k) or Code Section 125 contributions
deducted from such cash earnings).

                  "EFFECTIVE DATE" has the meaning specified in Section 14.

                  "EMPLOYEE" means any individual employed by the Company or any
other Participating Company on a basis under which he or she is expected to work
for more than 20 hours per week or more than five calendar months per year for
earnings considered wages under Code Section 3401 (a). For purposes of the Plan,
the employment relationship shall be treated as continuing while the individual
is on sick leave or other leave of absence approved by the employer, except that
when the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.

                  "ENROLLMENT DATE" means the first day of each Purchase Period,
i.e. each January 1, April 1, July 1, and October 1 for the duration of the
Plan.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXERCISE DATE" means the last day of each Purchase Period,
i.e. March 31, June 30, September 30, or December 31, as applicable for the
duration of the Plan.

                  "FAIR MARKET VALUE" of the Common Stock as of the date of any
determination thereof means the value of Common Stock determined as follows:

                           (1) If the Common Stock is listed on any established
stock exchange or trades on the Nasdaq National Market, its Fair Market Value
shall be the most recent closing sales price for such stock (or the closing bid,
if no sales were reported), as quoted on such exchange or system (or the
exchange or system with the greatest volume of trading in the Common Stock) as
of the date of such determination as reported in the Wall Street Journal or such
other source as the Administrator deems reliable; or

                           (2) If the Common Stock is quoted on the Nasdaq Stock
Market (but not on the Nasdaq National Market) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between



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the high and low asked prices for the Common Stock on the date of such
determination (or, if such date is not a Trading Day, then on the next preceding
Trading Day), as reported in the Wall Street Journal or such other source as the
Administrator deems reliable; or

                           (3) In the absence of an established market for the
Common Stock, the Fair Market Value of the Common Stock shall be determined in
good faith by the Administrator.

                  "PURCHASE PERIOD" means each calendar quarter during the term
of the Plan (i.e., January 1 to March 31, April 1 to June 30, July 1 to
September 30, and October 1 to December 31). The Administrator shall have the
power to change the duration of Purchase Periods without stockholder approval if
such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Purchase Period to be affected.

                  "OPTION" means the option granted to each participant pursuant
to Section 4 upon enrollment in the Plan.

                  "PARTICIPATING COMPANIES"" mean the Company and such
Subsidiaries as may be authorized from time to time by the Administrator to
allow their Employees to participate in the Plan. The Participating Companies in
the Plan are listed in attached Schedule A.

                  "PERIODIC EXERCISE LIMIT" has the meaning set forth in Section
4(a).

                  "PLAN ACCOUNT" means an account maintained by the Company for
each participant in the Plan, to which are credited the payroll deductions made
for such participant pursuant to Section 5 and from which are debited amounts
paid for the purchase of shares upon exercise of such participant's Options
pursuant to Section 6.

                  "PURCHASE PRICE" on any Exercise Date means an amount equal to
85% of the lower of (i) the Fair Market Value of a share of Common Stock on that
Exercise Date or (ii) the Fair Market Value of a share of Common Stock on the
Enrollment Date for the Purchase Period ending on that Exercise Date.

                  "RESERVES" means the number of shares of Common Stock covered
by each Option that have not yet been exercised and the number of shares of
Common Stock that have been authorized for issuance under the Plan, but not yet
placed under Option.

                  "STOCK PLAN MANAGER" means the person and/or entity designated
by the Company from time to time to accept notices, process subscriptions,
terminations and changes, and perform other tasks related to administration of
the Plan.

                  "SUBSIDIARY" has the meaning as set forth under Section 424(f)
of the Code.

                  "TRADING DAY" means a day on which national stock exchanges
and the Nasdaq National Market (or other market or exchange upon which the
Common Stock principally trades) is open for trading.

3.       PURCHASE PERIODS AND PARTICIPATION.

                  The Plan shall be implemented through a series of consecutive
Purchase Periods. An Employee may enroll in the Plan by delivering a
subscription agreement in the


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form of Exhibit A hereto to the Stock Plan Manager. Each subscription agreement
shall take effect, and the Employee submitting the subscription agreement shall
be a Plan participant, as of the next Enrollment Date occurring at least ten
days after the filing of such subscription agreement with the Stock Plan
Manager. A subscription agreement in effect for a Plan participant (as such
subscription agreement may be changed pursuant to Section 5) shall continue in
effect for all Purchase Periods beginning with the effectiveness of the
subscription agreement if the participant remains an Employee and has not
withdrawn pursuant to Section 7.

4.       OPTIONS.

                  (a) Grants. On the Enrollment Date for each Purchase Period,
each Employee enrolled in such Purchase Period shall be granted an Option to
purchase on the Exercise Date at the end of that Purchase Period (at the
applicable Purchase Price) up to that number of shares of Common Stock
determined by dividing $6,250 by the Fair Market Value of a share of Common
Stock as of the opening of business on the Enrollment Date (such number of
shares being the "PERIODIC EXERCISE LIMIT"). Each Option shall expire
immediately after the Exercise Date at the end of that Purchase Period for which
the Option was granted.

                  (b) Grant Limitations. Any provisions of the Plan to the
contrary notwithstanding, no participant shall be granted an Option under the
Plan:

                           (i) if, immediately after the grant, such participant
                  (or any other person whose stock would be attributed to such
                  Employee pursuant to Section 424(d) of the Code) would own
                  stock and/or hold outstanding 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 of any Subsidiary; or

                           (ii) which permits such participant's rights to
                  purchase stock under all employee stock purchase plans of the
                  Company and its Subsidiaries to accrue at a rate that exceeds
                  Twenty-Five Thousand Dollars ($25,000) worth of stock
                  (determined at the Fair Market Value of the shares at the time
                  such Options are granted) in any calendar year.

                  (c) No Rights in Respect of Underlying Stock. The participant
will have no interest or voting right in shares covered by an Option until such
Option has been exercised.

5.       PAYROLL DEDUCTIONS.

                  (a) Participant Designations. The subscription agreement
applicable to a Purchase Period shall designate payroll deductions to be made on
an after-tax basis on each payday during the Purchase Period as a whole number
percentage not exceeding ten percent (10%) of such Employee's Compensation for
the pay period corresponding to such payday.

                  (b) Plan Account Balances. The Company shall make payroll
deductions as specified in each participant's subscription agreement on each
payday during the Purchase Period and credit such payroll deductions to such
participant's Plan Account. A participant may not make any additional payments
into such Plan Account. No interest will accrue on any payroll deductions. All
payroll deductions received or held by the Company under the


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Plan may be used by the Company for any corporate purpose, and the Company shall
not be obligated to segregate such payroll deductions.

                  (c) Participant Changes. A participant may discontinue his or
her participation in the Plan as provided in Section 7. A participant may
increase or decrease his or her rate of payroll deductions by filing with the
Stock Plan Manager a new subscription agreement authorizing the change. Such
change shall become effective as of the Enrollment Date for the first Purchase
Period beginning at least ten days after the filing of the new subscription
agreement with the Stock Plan Manager.

                  (d) Decreases. Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 4(b) herein,
a participant's payroll deductions may be decreased to 0% at such time during
any Purchase Period that is scheduled to end during a calendar year (the
"CURRENT PURCHASE PERIOD") when the aggregate of all payroll deductions
previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Purchase Period that is scheduled to end
in the following calendar year, unless terminated by the participant as provided
in Section 8.

                  (e) Tax Obligations. At the time of each exercise of a
participant's Option, and at the time any Common Stock issued under the Plan to
a participant is disposed of, the participant must adequately provide for the
Company's federal, state, or other tax withholding obligations, if any, that
arise upon the exercise of the Option or the disposition of the Common Stock. At
any time, the Company may, but will not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefit attributable to sale or
early disposition of Common Stock by the Employee.

                  (f) Statements of Account. The Company shall maintain each
participant's Plan Account and shall give each Plan participant a statement of
account at least annually. Such statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any, for the period covered.

6.       EXERCISE OF OPTIONS AND HOLDING PERIOD.

                  (a) Automatic Exercise on Exercise Dates. Unless a participant
withdraws as provided in Section 7, his or her Option for a Purchase Period will
be exercised automatically on the Exercise Date at the end of that Purchase
Period for the maximum number of shares of Common Stock, including fractional
shares, that can then be purchased at the applicable Purchase Price with the
payroll deductions accumulated in such participant's Plan Account and not yet
applied to the purchase of shares under the Plan, subject to the Periodic
Exercise Limit. During a participant's lifetime, a participant's Options to
purchase shares hereunder are exercisable only by the participant.

                  (b) Delivery of Shares. As promptly as practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the issuance of the shares purchased on behalf of each Participant whose Option
is exercised at that time. The Company may deliver a stock certificate for the
purchased shares or arrange a book entry


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transfer representing the shares, provided that the Company may in its
discretion hold fractional shares for the accounts of the participants pending
aggregation to whole shares. Shares purchased under the Plan may be issued to
the participant or the participant and his or her spouse or a trust designated
by the participant in which the employee and his or her spouse are the sole
trustees and beneficiaries.

                  (c) Compliance with Law. 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 comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the Securities Act
of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or market system upon
which the shares may then be listed or traded, and shall be further subject to
the approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an Option, the Company may require the participant
for whom an Option is exercised to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law. Shares issued upon purchase under
the Plan may be subject to such transfer restrictions and stop-transfer
instructions as the Administrator deems appropriate.

                  (d) Excess Plan Account Balances. If, due to application of
the Periodic Exercise Limit, there remains in a participant's Plan Account
immediately following exercise of such participant's Option on an Exercise Date
any cash accumulated such Exercise Date and not applied to the purchase of
shares under the Plan, such cash shall promptly be returned to the participant.

                  (e) Required Holding Period. Shares purchased pursuant to this
Plan may not be transferred during the period of 180 days immediately following
the Exercise Date upon which such shares were acquired. For this purpose,
"transfer" includes any sale, pledge, hypothecation, or other transfer of the
shares or any interest therein other than (i) a transfer to the Company, (ii) a
transfer other than a sale made for estate planning purposes, or (iii) a
transfer that does not eliminate the beneficial ownership of the transferor. The
Company may enforce this transfer restriction by placing appropriate legends
upon certificates representing the shares and by issuing appropriate stop
transfer instructions to its transfer agent.

7.       WITHDRAWAL:  TERMINATION OF EMPLOYMENT.

                  (a) Voluntary Withdrawal. A participant may withdraw from a
Purchase Period, at any time on or before the fifth business day before the
Exercise Date for that Purchase Period, by giving written notice to the Stock
Plan Manager in the form and according to the procedures specified by the Stock
Plan Manager from time to time. Such withdrawal shall be effective five business
days after receipt by the Stock Plan Manager of notice thereof. On or promptly
following the effective date of any withdrawal, all (but not less than all) of
the withdrawing participant's payroll deductions credited to his or her Plan
Account and not yet applied to the purchase of shares under the Plan will be
paid to such participant, and on the effective date of such withdrawal such
participant's Option for the Purchase Period will be automatically terminated,
and no further payroll deductions for the purchase of shares will be made during
the Purchase Period. If a participant withdraws from a Purchase Period, payroll
deductions will not resume at the beginning of any succeeding


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Purchase Period unless the participant delivers to the Company a new
subscription agreement with respect thereto.

                  (b) Termination of Employment. Promptly after a participant's
ceasing to be an Employee for any reason the payroll deductions credited to such
participant's Plan Account and not yet applied to the purchase of shares under
the Plan will be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 9, and such
participant's Option will be automatically terminated, provided that, if the
Company does not learn of such death more than five (5) business days prior to
an Exercise Date, payroll deductions credited to such participant's Plan account
may be applied to the purchase of shares under the Plan on such Exercise Date.

8.       TRANSFERABILITY.

                  Neither payroll deductions credited to a participant's Plan
Account nor any rights with regard to the exercise of an Option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of by the participant in any way other than by will, the laws of
descent and distribution or as provided in Section 9 hereof. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Administrator may treat such act as an election to withdraw from
a Purchase Period in accordance with Section 7.

9.       DESIGNATION OF BENEFICIARY.

                  A participant may file a written designation of a beneficiary
who is to receive any cash from the participant's Plan Account in the event of
such participant's death and any shares purchased for the participant upon
exercise of his or her Option but not yet issued. If a participant is married
and the designated beneficiary is not the spouse, spousal consent may be
required for such designation to be effective. A designation of beneficiary may
be changed by a participant at any time by written notice to the Stock Plan
Manager. In the event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such shares and/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 and/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.

10.      STOCK.

                  The maximum number of shares of the Company's Common Stock
that shall be made available for sale under the Plan and any other employee
stock purchase plans maintained by the Company from time to time shall be
2,000,000 shares, subject to adjustment upon changes in capitalization of the
Company as provided in Section 11. Any sales of shares of the Company's Common
Stock under other employee stock purchase plans maintained by the Company from
time to time will reduce, on a share-for-share basis, the number of shares
remaining available for sale under this Plan. If on a given Enrollment Date or
Exercise Date the number of shares with respect to which Options are to be
granted or exercised exceeds the number of shares then available under the Plan,
the Administrator shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable. Shares of Common


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Stock subject to unexercised Options that expire, terminate or are cancelled
will again become available for the grant of further Options under the Plan.

11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
         ASSET SALE.

                  (a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the Reserves as well as the Purchase Price,
Periodic Exercise Limit, and other characteristics of the Options, shall be
appropriately and proportionately adjusted for any increase or decrease or
exchange in the issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, exchange or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option. The Administrator may, if it so determines
in the exercise of its sole discretion, provide for adjusting the Reserves, as
well as the Purchase Price, Periodic Exercise Limit, and other characteristics
of the Options, in the event the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares
of its outstanding Common Stock.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, all pending Purchase Periods will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Administrator, and all Plan Account balances will be
paid to participants as appropriate consistent with applicable law.

                  (c) Change in Control. Each outstanding Option shall
automatically be exercised, immediately prior to any Change in Control, by
applying the payroll deductions of each participant for the Purchase Period in
which such Change in Control occurs to the purchase of whole shares of Common
Stock at a purchase price per share equal to eighty-five percent (85%) of the
lower of (i) the Fair Market Value per share of Common Stock on the Enrollment
Date of the Purchase Period in which such Change in Control occurs or (ii) the
Fair Market Value per share of Common Stock immediately prior to such Change in
Control. However, the applicable Periodic Exercise Limit per participant shall
continue to apply to any such purchase.

                  The Company shall use its best efforts to provide at least ten
(10) days' prior written notice of the occurrence of any Change in Control, and
the participants shall, following the receipt of such notice, have the right to
withdraw from the Purchase Period prior to the Change in Control.


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12.      ADMINISTRATION.

                  The Plan shall be administered by the Committee, which shall
have the authority to construe, interpret and apply the terms of the Plan and
any agreements defining the rights and obligations of the Company and
participants under the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan. The Administrator
may, in its discretion, delegate ministerial responsibilities under the Plan to
the Company. Every finding, decision and determination made by the Committee
shall, to the full extent permitted by law, be final and binding upon all
parties. Any action of the Committee shall be taken pursuant to a majority vote
or by the unanimous written consent of its members. The Committee shall be
constituted so as to comply with or preserve the qualifications of the Plan
under Section 423 , and any other applicable law or regulation, as appropriate.
The Board may from time to time in its discretion exercise any responsibilities
or authority allocated to the Committee under the Plan. No member of the
Committee or any designee thereof will be liable for any action or determination
made in good faith with respect to the Plan or any transaction arising under the
Plan.

13.      AMENDMENT OR TERMINATION.

                  (a) Administrator's Discretion. The Administrator may, at any
time and for any reason, terminate or amend the Plan. Except as provided in
Section 11, no such termination can affect Options previously granted, provided
that a Purchase Period may be terminated by the Administrator on or before its
Exercise Date if the Administrator determines that such termination is in the
best interests of the Company and its stockholders. Except as provided herein,
no amendment may make any change in any Option theretofore granted that
adversely affects the rights of any participant. To the extent necessary to
comply with and qualify under Section 423 and any successor rule or provision
and any other applicable law or regulation, the Administrator shall obtain
stockholder approval of amendments to the Plan in such a manner and to such a
degree as required.

                  (b) Administrative Modifications. Without stockholder consent
(except as specifically required by applicable law or regulation) and without
regard to whether any participant rights may be considered to have been
"adversely affected," the Administrator shall be entitled to amend the Plan to
the extent necessary to comply with and qualify under Section 423 and any
successor rule or provision and any other applicable law or regulation, change
the Purchase Periods, reduce the duration of any holding requirement under
Section 6(e), change the frequency and/or number of permitted changes in payroll
deductions during Purchase Periods, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant to adjust for
delays or mistakes in the processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant's Compensation, and establish such other limitations or
procedures as the Administrator determines in its sole discretion to be
advisable and which are consistent with the Plan.

14.      TERM OF PLAN.

                  The Plan shall become effective on July 1, 2000 (the
"EFFECTIVE DATE"), provided that the Plan has been approved by the stockholders
of the Company before such


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date. After becoming effective, the Plan shall continue in effect for a term of
twenty (20) years unless sooner terminated pursuant to the terms of the Plan.

15.      MISCELLANEOUS.

                  (a) Notices. All notices or other communications by a
participant to the Company under or in connection with the 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.

                  (b) Other Participating Companies. The Administrator may from
time to time in its discretion allow the Employees of one or more Subsidiaries
to participate in the Plan upon the same terms and conditions, and subject to
the same limitations and restrictions, as the Employees of the Company who are
at the time participating in the Plan.

                  (c) No Employment Rights. The Plan does not, directly or
indirectly, create any right for the benefit of an employee or class of
employees to purchase any shares under the Plan, or create in any employee or
class of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an employee's employment at any time.

                  (d) Applicable Law. The laws of the State of California shall
govern all matters relating to the Plan, except to the extent (if any)
superseded by the laws of the United States.

                  (e) Headings. Headings used herein are for convenience of
reference only and do not affect the meaning or interpretation of the Plan.


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                                    EXHIBIT A
                                    ---------

                                   EXULT, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1.       I hereby elect to participate in the Exult, Inc. 2000 Employee Stock
         Purchase Plan (the "Plan"), and in successive Purchase Periods under
         the Plan, and subscribe to purchase shares of Common Stock of Exult,
         Inc. (the "Company") in accordance with this Subscription Agreement and
         the Plan.

2.       I hereby authorize payroll deductions to be made on an after-tax basis
         from each paycheck in the amount of ____% (whole number not to exceed
         10%) of my Compensation (as defined in the Plan) on each payday during
         the Purchase Period in accordance with the Plan.

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Plan. I understand that if I do not
         withdraw from the Plan, any accumulated payroll deductions will be used
         to automatically exercise my Option and purchase shares on each
         Exercise Date.

4.       I understand that I may not transfer (as such term is defined in the
         Plan) shares purchased pursuant to the Plan during the period of 180
         days immediately following the Exercise Date upon which such shares
         were acquired, and that the Company may enforce this transfer
         restriction by placing appropriate legends upon certificates
         representing the shares and by issuing appropriate stop transfer
         instructions to its transfer agent.

5.       I have received a copy of the complete Plan and I agree to be bound by
         the terms of the Plan. I understand that my participation in the Plan
         is in all respects subject to my eligibility and the other terms of the
         Plan, that capitalized terms used herein have the same meanings as
         ascribed thereto in the Plan, and that in case of any inconsistency
         between this Subscription Agreement and the Plan, the Plan shall
         govern.

6.       Shares purchased for me under the Plan are to be issued as follows:
         (note: the shares may be issued only in the name(s) of the employee or
         the employee and his or her spouse or any trust in which the employee
         and his or her spouse are the sole trustees and beneficiaries:_________
         ______________________________________________________________________.

7.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive (in proportion to the percentages listed
         below) all payments and shares due me under the Plan (use additional
         sheets to add beneficiaries):

         NAME: (Please print) __________________________________________________
                              (First)             (Middle)                (Last)

<PAGE>   12

         ______________________________     ________________________________
         Relationship

         Percentage:  __________            ________________________________
                                            (Address)

         NAME: (Please print) __________________________________________________
                              (First)              (Middle)               (Last)

         ______________________________     ________________________________
         Relationship

         Percentage:  __________            ________________________________
                                            (Address)


Employee's Social
Security Number:                         ______________________________________
Employee's Address:                      ______________________________________
                                         ______________________________________
                                         ______________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE PURCHASE PERIODS UNLESS TERMINATED BY ME.

Dated: ___________________                ______________________________________
                                          Signature of Employee

                                          ______________________________________
                                          Spouse's Signature (If beneficiary
                                          other than spouse)


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