<PAGE>

                                                                   EXHIBIT 10.10


                      NEW CENTURY FINANCIAL CORPORATION
                         EMPLOYEE STOCK PURCHASE PLAN


          (Composite Plan Document Incorporating 1999 Plan Amendment)
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                            Page
<S>                                                         <C>
1.   PURPOSE................................................  3

2.   DEFINITIONS............................................  3

3.   ELIGIBILITY............................................  5

4.   STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS..........  5

5.   OFFERING PERIODS.......................................  5

6.   PARTICIPATION..........................................  6

7.   METHOD OF PAYMENT OF CONTRIBUTIONS.....................  6

8.   GRANT OF OPTION........................................  7

9.   EXERCISE OF OPTION.....................................  7

10.  DELIVERY...............................................  8

11.  TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS...  8

12.  ADMINISTRATION.........................................  8

13.  DESIGNATION OF BENEFICIARY.............................  9

14.  TRANSFERABILITY........................................ 10

15.  USE OF FUNDS; INTEREST................................. 10

16.  REPORTS................................................ 10

17.  ADJUSTMENTS OF AND CHANGES IN THE STOCK................ 10

18.  TERM OF PLAN; AMENDMENT OR TERMINATION................. 11

19.  NOTICES................................................ 12

20.  CONDITIONS UPON ISSUANCE OF SHARES..................... 12

21.  PLAN CONSTRUCTION...................................... 12

22.  EMPLOYEES' RIGHTS...................................... 13

23.  MISCELLANEOUS.......................................... 13
</TABLE>

                                      -i-
<PAGE>

                       NEW CENTURY FINANCIAL CORPORATION
                         EMPLOYEE STOCK PURCHASE PLAN


          (Composite Plan Document Incorporating 1999 Plan Amendment)

          The following constitute the provisions of the New Century Financial
Corporation Employee Stock Purchase Plan.

1.   PURPOSE

     The purpose of this Plan is to provide Eligible Employees with an incentive
     to advance the best interests of the Corporation (and those Subsidiaries
     which may be designated by the Committee as "Participating Corporations")
     by providing a method whereby they may voluntarily purchase Common Stock at
     a favorable price and upon favorable terms.

2.   DEFINITIONS

     Capitalized terms used herein which are not otherwise defined shall have
     the following meanings.

          "Account" shall mean the bookkeeping account maintained by the
           -------
          Corporation, or by a recordkeeper on behalf of the Corporation, for a
          Participant pursuant to Section 7(a).

          "Board" shall mean the Board of Directors of the Corporation.
           -----

          "Code" shall mean the Internal Revenue Code of 1986, as amended.
           ----

          "Committee" shall mean the committee appointed by the Board to
           ---------
          administer this Plan pursuant to Section 12.

          "Common Stock" shall mean the common stock of the Corporation.
           ------------

          "Company" shall mean the Corporation and its Subsidiaries.
           -------

          "Compensation" shall mean an Eligible Employee's regular earnings,
           ------------
          overtime pay, sick pay, commissions, vacation pay, incentive
          compensation and bonuses.  Compensation also includes any amounts
          contributed as salary reduction contributions to a plan qualifying
          under Section 401(k), 125 or 129 of the Code.  Any other form of
          remuneration is excluded from Compensation, including (but not limited
          to) the following: prizes, awards, housing allowances, stock option
          exercises, stock appreciation rights, restricted stock exercises,
          performance

                                       3
<PAGE>

          awards, auto allowances, tuition reimbursement and other forms of
          imputed income.

          "Contributions" shall mean all bookkeeping amounts credited to the
           -------------
          Account of a Participant pursuant to Section 7(a).

          "Corporation" shall mean New Century Financial Corporation, a Delaware
           -----------
          corporation.

          "Eligible Employee" shall mean any employee of the Corporation, or of
           -----------------
          any Subsidiary which has been designated in writing by the Committee
          as a "Participating Corporation" (including any Subsidiaries which
          have become such after the date that this Plan is approved by
          shareholders).  Notwithstanding the foregoing, "Eligible Employee"
          shall not include any employee who (i) has not as of the Grant Date
          completed at least 90 days of continuous full-time employment with the
          Company, (ii) whose customary employment is for less than 20 hours per
          week, or (iii) whose customary employment is for not more than five
          months in a calendar year.

          "Effective Date" shall mean October 13, 1997.
           --------------

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           ------------
          amended.

          "Exercise Date" shall mean, with respect to an Offering Period, the
           -------------
          last day of that Offering Period.

          "Fair Market Value" shall mean the closing price of a Share on The New
           -----------------
          York Stock Exchange on such date (or, in the event that the Common
          Stock is not traded on such date, on the immediately preceding trading
          date), as reported in The Wall Street Journal or, in the event the
                                -----------------------
          Common Stock is not listed on The New York Stock Exchange, the "Fair
          Market Value" shall be the closing price of the Common Stock for such
          date (or, in the event that the Common Stock is not traded on such
          date, on the immediately preceding trading date), as reported by the
          National Association of Securities Dealers Automated Quotation
          ("NASDAQ") or, if such price is not reported, the mean of the bid and
          asked prices per Share as reported by NASDAQ or, if such prices are
          not so listed or reported, as determined by the Committee (or its
          delegate), in its discretion

          "Grant Date" shall mean the first day of each Offering Period.
           ----------

          "Offering Period" shall mean the six-consecutive month period
           ---------------
          commencing on each January 1 and July 1; provided, however, that the
          initial Offering Period shall be a short Offering Period which shall
          commence on the Effective Date and end on December 31, 1997.

                                       4
<PAGE>

          "Option" shall mean the stock option to acquire Shares granted to a
           ------
          Participant pursuant to Section 8.

          "Option Price" shall mean the per share exercise price of an Option as
           ------------
          determined in accordance with Section 8(b).

          "Participant" shall mean an Eligible Employee who has elected to
           -----------
          participate in this Plan and who has filed a valid and effective
          Subscription Agreement to make Contributions pursuant to Section 6.

          "Plan" shall mean this New Century Financial Corporation Employee
           ----
          Stock Purchase Plan, as amended from time to time.

          "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16.
           ----------

          "Section 16" shall mean Section 16 of the Exchange Act.
           ----------

          "Share" shall mean a share of Common Stock.
           -----

          "Subscription Agreement" shall mean the written agreement filed by an
           ----------------------
          Eligible Employee with the Corporation pursuant to Section 6 to
          participate in this Plan.

          "Subsidiary" shall mean any corporation in an unbroken chain of
           ----------
          corporations (beginning with the Corporation) in which each
          corporation (other than the last corporation) owns stock possessing
          50% or more of the total combined voting power of all classes of stock
          in one or more of the other corporations in the chain.

3.   ELIGIBILITY

     Any person employed as an Eligible Employee as of a Grant Date shall be
     eligible to participate in this Plan during the Offering Period in which
     such Grant Date occurs, subject to the Eligible Employee satisfying the
     requirements of Section 6.

4.   STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS

     The total number of Shares to be made available under this Plan is
     2,000,000 authorized and unissued or treasury shares of Common Stock, or
     Shares repurchased on the open market, subject to adjustments pursuant to
     Section 17.  In the event that all of the Shares made available under this
     Plan are subscribed prior to the expiration of this Plan, this Plan may be
     terminated in accordance with Section 18.

5.   OFFERING PERIODS

     During the term of this Plan, the Corporation will offer Options to
     purchase Shares to all Participants during each Offering Period.  Each
     Option shall become effective on the Grant Date.  The term of each Option
     shall be six months (except with respect to those

                                       5
<PAGE>

     Options granted during the first Offering Period) and shall end on the
     Exercise Date. The first Offering Period shall commence on or after the
     Effective Date. Offering Periods shall continue until this Plan is
     terminated in accordance with Section 18, or, if earlier, until no Shares
     remain available for Options pursuant to Section 4.

6.   PARTICIPATION

     An Eligible Employee may become a participant in this Plan by completing a
     Subscription Agreement on a form approved by and in a manner prescribed by
     the Committee (or its delegate).  To become effective, Subscription
     Agreements must be filed with the Corporation prior to the applicable Grant
     Date and must set forth the amount or whole percentage of the Eligible
     Employee's Compensation (which shall not be less than 1% and not more than
     10% of such Eligible Employee's Compensation) to be credited to the
     Participant's Account as Contributions each pay period.  The Committee may
     permit Eligible Employees to make separate Contribution elections with
     respect to the bonus portion of their Compensation, on such terms and
     conditions as the Committee may prescribe. Subscription Agreements shall
     contain the Eligible Employee's authorization and consent to the
     Corporation's withholding from his or her Compensation the amount of his or
     her Contributions.  A Subscription Agreement shall remain valid only for
     the Offering Period for which it relates.

7.   METHOD OF PAYMENT OF CONTRIBUTIONS

     (a)  The Corporation shall maintain on its books, or cause to be maintained
          by a recordkeeper, an Account in the name of each Participant.  The
          percentage of Compensation elected to be applied as Contributions by a
          Participant shall be deducted from such Participant's Compensation on
          each payday during the period for payroll deductions set forth below
          and such payroll deductions shall be credited to that Participant's
          Account as soon as administratively practicable after such date.  A
          Participant may not make any additional payments to his or her
          Account.  A Participant's Account shall be reduced by any amounts used
          to pay the Option Price of Shares acquired, or by any other amounts
          distributed pursuant to the terms hereof.

     (b)  Payroll deductions with respect to an Offering Period shall commence
          as of the first day of the payroll period which coincides with or
          immediately follows the applicable Grant Date and shall end on the
          last day of the payroll period which coincides with or immediately
          precedes the applicable Exercise Date, unless sooner terminated by the
          Participant as provided in this Section or until his or her
          participation terminates pursuant to Section 11.

     (c)  A Participant may terminate his or her Contributions during an
          Offering Period by completing and filing with the Corporation, in such
          form and on such terms as the Committee (or its delegate) may
          prescribe, a written withdrawal form which shall

                                       6
<PAGE>

          be signed by the Participant. Such termination shall be effective as
          soon as administratively practicable after its receipt by the
          Corporation.

     (d)  A Participant may discontinue or otherwise change the level of his or
          her Contributions (within Plan limits) during an Offering Period by
          completing and filing with the Corporation, in such form and on such
          terms as the Committee (or its delegate) may prescribe, a written
          change in Contributions election which shall be signed by the
          Participant.  Such change shall be effective as soon as
          administratively practicable after its receipt by the Corporation.  A
          Participant shall make no more than two elections pursuant to this
          Section 7(d) in any one Offering Period and any elections in excess of
          such limit shall be invalid.

8.   GRANT OF OPTION

     (a)  On each Grant Date, each Eligible Employee who is a participant during
          that Offering Period shall be granted an Option to purchase a number
          of Shares.  The Option shall be exercised on the Exercise Date.  The
          number of Shares subject to the Option shall be determined by dividing
          the Participant's Account balance as of the applicable Exercise Date
          by the Option Price.

     (b)  The Option Price per Share of the Shares subject to an Option shall be
          the lesser of: (i) 90% of the Fair Market Value of a Share on the
          applicable Grant Date; or (ii) 90% of the Fair Market Value of a Share
          on the applicable Exercise Date.

     (c)  Notwithstanding anything else contained herein, a person who is
          otherwise an Eligible Employee shall not be granted any Option or
          other right to purchase Shares under this Plan to the extent (i) it
          would, if exercised, cause the person to own "stock" (as such term is
          defined for purposes of Section 423(b)(3) of the Code) possessing 5%
          or more of the total combined voting power or value of all classes of
          stock of the Corporation, or any Subsidiary, or (ii) such Option
          causes such individual to have rights to purchase stock under this
          Plan and any other plan of the Company qualified under Section 423 of
          the Code which accrue at a rate which exceeds $25,000 of the fair
          market value of the stock of the Corporation or of a Subsidiary
          (determined at the time the right to purchase such Stock is granted)
          for each calendar year in which such right is outstanding.  For this
          purpose a right to purchase Shares accrues when it first become
          exercisable during the calendar year.  In determining whether the
          stock ownership of an Eligible Employee equals or exceeds the 5% limit
          set forth above, the rules of Section 424(d) of the Code (relating to
          attribution of stock ownership) shall apply.

9.   EXERCISE OF OPTION

     Unless a Participant's Plan participation is terminated as provided in
     Section 11, his or her Option for the purchase of Shares shall be exercised
     automatically on the Exercise Date for that Offering Period, without any
     further action on the Participant's part, and the

                                       7
<PAGE>

     maximum number of Shares subject to such Option shall be purchased at the
     Option Price with the balance of such Participant's Account. The Committee,
     in its discretion and prior to the applicable Offering Period, may limit
     the purchase of fractional Shares under the Plan; provided that if any
     amount (which is not sufficient to purchase a whole Share) remains in a
     Participant's Account after the exercise of his or her Option on the
     Exercise Date: (i) such amount shall be credited to such Participant's
     Account for the next Offering Period, if he or she is then a Participant;
     or (ii) if such Participant is not a Participant in the next Offering
     Period, or if the Committee so elects, such amount shall be refunded to
     such Participant as soon as administratively practicable after such date.

10.  DELIVERY

     As soon as administratively practicable after the Exercise Date, the
     Corporation shall deliver to each Participant a certificate representing
     the Shares purchased upon exercise of his or her Option.  The Corporation
     may make available an alternative arrangement for delivery of Shares to a
     recordkeeping service.  The Committee (or its delegate), in its discretion,
     may either require or permit the Participant to elect that such
     certificates be delivered to such recordkeeping service.  In the event the
     Corporation is required to obtain from any commission or agency authority
     to issue any such certificate, the Corporation will seek to obtain such
     authority.  Inability of the Corporation to obtain from any such commission
     or agency authority which counsel for the Corporation deems necessary for
     the lawful issuance of any such certificate shall relieve the Corporation
     from liability to any Participant except to return to the Participant the
     amount of the balance in his or her Account.

11.  TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS

     (a)  Upon a Participant's termination from employment with the Company for
          any reason or in the event that a Participant is no longer an Eligible
          Employee or if the Participant elects to terminate Contributions
          pursuant to Section 7(c), at any time prior to the last day of an
          Offering Period in which he or she participates, such Participant's
          Account shall be paid to him or her or in cash, or, in the event of
          such Participant's death, paid to the person or persons entitled
          thereto under Section 13, and such Participant's Option for that
          Offering Period shall be automatically terminated.

     (b)  A Participant's termination from Plan participation precludes the
          Participant from again participating in this Plan during that Offering
          Period.  However, such termination shall not have any effect upon his
          or her ability to participate in any succeeding Offering Period,
          provided that the applicable eligibility and participation
          requirements are again then met.  A Participant's termination from
          Plan participation shall be deemed to be a revocation of that
          Participant's Subscription Agreement and such Participant must file a
          new Subscription Agreement to resume Plan participation in any
          succeeding Offering Period.

                                       8
<PAGE>

12.  ADMINISTRATION

     (a)  The Board shall appoint the Committee, which shall be composed of not
          less than two members of the Board.  Each member of the Committee, in
          respect of any transaction at a time when an affected Participant may
          be subject to Section 16 of the Exchange Act, shall be a "non-employee
          director" within the meaning of Rule 16b-3 promulgated under Section
          16.  The Board may, at any time, increase or decrease the number of
          members of the Committee, may remove from membership on the Committee
          all or any portion of its members, and may appoint such person or
          persons as it desires to fill any vacancy existing on the Committee,
          whether caused by removal, resignation, or otherwise.  The Board may
          also, at any time, assume or change the administration of this Plan.

     (b)  The Committee shall supervise and administer this Plan and shall have
          full power and discretion to adopt, amend and rescind any rules deemed
          desirable and appropriate for the administration of this Plan and not
          inconsistent with the terms of this Plan, and to make all other
          determinations necessary or advisable for the administration of this
          Plan.  The Committee shall act by majority vote or by unanimous
          written consent.  No member of the Committee shall be entitled to act
          on or decide any matter relating solely to himself or herself or any
          of his or her rights or benefits under this Plan.  The Committee shall
          have full power and discretionary authority to construe and interpret
          the terms and conditions of this Plan, which construction or
          interpretation shall be final and binding on all parties including the
          Corporation, Participants and beneficiaries.  The Committee may
          delegate ministerial non-discretionary functions to third parties,
          including officers of the Corporation.

     (c)  Any action taken by, or inaction of, the Corporation, the Board or the
          Committee relating to this Plan shall be within the absolute
          discretion of that entity or body.  No member of the Board or
          Committee, or officer of the Corporation shall be liable for any such
          action or inaction.

13.  DESIGNATION OF BENEFICIARY

     (a)  A Participant may file, in a manner prescribed by the Committee (or
          its delegate), a written designation of a beneficiary who is to
          receive any Shares or cash from such Participant's Account under this
          Plan in the event of such Participant's death.  If a Participant's
          death occurs subsequent to the end of an Offering Period but prior to
          the delivery to him or her of any Shares deliverable under the terms
          of this Plan, such Shares and any remaining balance of such
          Participant's Account shall be paid to such beneficiary (or such other
          person as set forth in Section 13(b)) as soon as administratively
          practicable after the Corporation receives notice of such
          Participant's death and any outstanding unexercised Option shall
          terminate.  If a Participant's death occurs at any other time, the
          balance of such

                                       9
<PAGE>

          Participant's Account shall be paid to such beneficiary (or such other
          person as set forth in Section 13(b)) in cash as soon as
          administratively practicable after the Corporation receives notice of
          such Participant's death and such Participant's Option shall
          terminate. If a Participant is married and the designated beneficiary
          is not his or her spouse, spousal consent shall be required for such
          designation to be effective.

     (b)  Beneficiary designations may be changed by the Participant (and his or
          her spouse, if required) at any time on forms provided and in the
          manner prescribed by the Committee (or its delegate).  If a
          Participant dies with no validly designated beneficiary under this
          Plan who is living at the time of such Participant's death, the
          Corporation shall deliver all Shares and/or cash payable pursuant to
          the terms hereof to the executor or administrator of the estate of the
          Participant, or if no such executor or administrator has been
          appointed, the Corporation, 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 Corporation, then to such other person as the
          Corporation may designate.

14.  TRANSFERABILITY

     Neither Contributions credited to a Participant's Account nor any Options
     or rights with respect to the exercise of Options or right to receive
     Shares under this Plan may be anticipated, alienated, encumbered, 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 13)
     by the Participant.  Any such attempt at anticipation, alienation,
     encumbrance, assignment, transfer, pledge or other disposition shall be
     without effect and all amounts shall be paid and all shares shall be
     delivered in accordance with the provisions of this Plan.  Amounts payable
     or Shares deliverable pursuant to this Plan shall be paid or delivered only
     to the Participant or, in the event of the Participant's death, to the
     Participant's beneficiary pursuant to Section 13.

15.  USE OF FUNDS; INTEREST

     All Contributions received or held by the Corporation under this Plan will
     be included in the general assets of the Corporation and may be used for
     any corporate purpose.  No interest will be paid to any Participant or
     credited to his or her Account under this Plan.

16.  REPORTS

     Statements shall be provided to Participants as soon as administratively
     practicable following each Exercise Date.  Each Participant's statement
     shall set forth, as of such Exercise Date, that Participant's Account
     balance immediately prior to the exercise of his or her Option, the Fair
     Market Value of a Share, the Option Price, the number of Shares purchased
     and his or her remaining Account balance, if any.

                                      10
<PAGE>

17.  ADJUSTMENTS OF AND CHANGES IN THE STOCK

     (a)  The following provisions will apply if any extraordinary dividend or
          other extraordinary distribution occurs in respect of the Shares
          (whether in the form of cash, Common Stock, other securities, or other
          property), or any reclassification, recapitalization, stock split
          (including a stock split in the form of a stock dividend), reverse
          stock split, reorganization, merger, combination, consolidation,
          split-up, spin-off, combination, repurchase, or exchange of Common
          Stock or other securities of the Corporation, or any similar, unusual
          or extraordinary corporate transaction (or event in respect of the
          Common Stock) or a sale of substantially all the assets of the
          Corporation as an entirety occurs. The Committee will, in such manner
          and to such extent (if any) as it deems appropriate and equitable

          (i)  proportionately adjust any or all of (1) the number and type of
               Shares (or other securities) that thereafter may be made the
               subject of Options (including the specific maxima and numbers of
               Shares set forth elsewhere in this Plan), (2) the number, amount
               and type of Shares (or other securities or property) subject to
               any or all outstanding Options, (3) the Option Price of any or
               all outstanding Options, or (4) the securities, cash or other
               property deliverable upon exercise of any outstanding Options, or

          (ii) in the case of an extraordinary dividend or other distribution,
               recapitalization, reclassification, merger, reorganization,
               consolidation, combination, sale of assets, split up, exchange,
               or spin off, make provision for the substitution, settlement, or
               exchange of any or all outstanding Options or the cash,
               securities or property deliverable to the holder of any or all
               outstanding Options based upon the distribution or consideration
               payable to holders of the Common Stock upon or in respect of such
               event.

          In each case, no such adjustment will be made that would cause this
          Plan to violate Section 423 of the Code or any successor provisions
          without the written consent of the holders materially adversely
          affected thereby.  In any of such events, the Committee may take such
          action sufficiently prior to such event if necessary to permit the
          Participant to realize the benefits intended to be conveyed with
          respect to the underlying shares in the same manner as is available to
          stockholders generally.

     (b)  Upon a dissolution of the Corporation, or any other event described in
          Section 17(a) that the Corporation does not survive, the Plan and, if
          prior to the last day of an Offering Period, any outstanding Option
          granted with respect to that Offering Period shall terminate, subject
          to any provision that has been expressly made by the Committee through
          a plan or reorganization approved by the Board or otherwise for the
          survival, substitution, assumption, exchange or other settlement

                                      11
<PAGE>

          of the Plan and Options. In the event a Participant's Option is
          terminated pursuant to this Section 17(b), such Participant's Account
          shall be paid to him or her in cash.

18.  TERM OF PLAN; AMENDMENT OR TERMINATION

     (a)  This Plan shall become effective as of the Effective Date.  No new
          Offering Periods shall commence on or after the tenth anniversary of
          the Effective Date and this Plan shall terminate on such date unless
          sooner terminated pursuant to this Section 18.

     (b)  The Board may amend, modify or terminate this Plan at any time without
          notice.  Shareholder approval for any amendment or modification shall
          not be required, except to the extent required by Section 423 of the
          Code or other applicable law, or deemed necessary or advisable by the
          Board.  No amendment, modification, or termination pursuant to this
          Section 18(b) shall, without written consent of the Participant,
          affect in any manner materially adverse to the Participant any rights
          or benefits of such Participant or obligations of the Corporation
          under any Option granted under this Plan prior to the effective date
          of such change.  Changes contemplated by Section 17 shall not be
          deemed to constitute changes or amendments requiring Participant
          consent.  Notwithstanding the foregoing, the Committee shall have the
          right to designate from time to time the Subsidiaries whose employees
          may be eligible to participate in this Plan and such designation shall
          not constitute any amendment to this Plan requiring shareholder
          approval.

19.  NOTICES

     All notices or other communications by a Participant to the Corporation
     contemplated by this Plan shall be deemed to have been duly given when
     received in the form and manner specified by the Committee (or its
     delegate) at the location, or by the person, designated by the Committee
     (or its delegate) for that purpose.

20.  CONDITIONS UPON ISSUANCE 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 complies with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Exchange Act, any
     applicable state securities laws, the rules and regulations promulgated
     thereunder, and the requirements of any stock exchange upon which the
     Shares may then be listed.

     As a condition precedent to the exercise of any Option, if, in the opinion
     of counsel for the Corporation such a representation is required under
     applicable law, the Corporation may require any person exercising such
     Option to represent and warrant that the Shares

                                      12
<PAGE>

     subject thereto are being acquired only for investment and without any
     present intention to sell or distribute such Shares.

21.  PLAN CONSTRUCTION

     (a)  It is the intent of the Corporation that transactions in and affecting
          Options in the case of Participants who are or may be subject to the
          prohibitions of Section 16 satisfy any then applicable requirements of
          Rule 16b-3 so that such persons (unless they otherwise agree) will be
          entitled to the exemptive relief of Rule 16b-3 in respect of those
          transactions and will not be subject to avoidable liability
          thereunder.  Accordingly, this Plan shall be deemed to contain and the
          Shares issued upon exercise thereof shall be subject to, such
          additional conditions and restrictions as may be required by Rule 16b-
          3 to qualify for the maximum exemption from Section 16 with respect to
          Plan transactions.

     (b)  This Plan and Options are intended to qualify under Section 423 of the
          Code.

     (c)  If any provision of this Plan or of any Option would otherwise
          frustrate or conflict with the intents expressed above, that provision
          to the extent possible shall be interpreted so as to avoid such
          conflict.  If the conflict remains irreconcilable, the Committee may
          disregard the provision if it concludes that to do so furthers the
          interest of the Corporation and is consistent with the purposes of
          this Plan as to such persons in the circumstances.

22.  EMPLOYEES' RIGHTS

     Nothing in this Plan (or in any agreement related to this Plan) shall
     confer upon any Eligible Employee or Participant any right to continue in
     the service or employ of the Company or constitute any contract or
     agreement of service or employment, or interfere in any way with the right
     of the Company to reduce such person's compensation or other benefits or to
     terminate the services or employment or such Eligible Employee or
     Participant, with or without cause, but nothing contained in this Plan or
     any document related hereto shall affect any other contractual right of any
     Eligible Employee or Participant.  No Participant shall have any rights as
     a shareholder until a certificate for Shares has been issued in the
     Participant's name following exercise of his or her Option.  No adjustment
     will be made for dividends or other rights as a shareholder for which a
     record date is prior to the issuance of such Share certificate.  Nothing in
     this Plan shall be deemed to create any fiduciary relationship between the
     Corporation and any Participant.

23.  MISCELLANEOUS

     (a)  This Plan and related documents shall be governed by, and construed in
          accordance with, the laws of the State of California.  If any
          provision shall be held by a court of competent jurisdiction to be
          invalid and unenforceable, the remaining provisions of this Plan shall
          continue to be fully effective.

                                      13
<PAGE>

     (b)  Captions and headings are given to the sections of this Plan solely as
          a convenience to facilitate reference.  Such captions and headings
          shall not be deemed in any way material or relevant to the
          construction of interpretation of this Plan or any provision hereof.

     (c)  The adoption of this Plan shall not affect any other compensation or
          incentive plans in effect for the Company.  Nothing in this Plan shall
          be construed to limit the right of the Company (i) to establish any
          other forms of incentives or compensation for employees of the
          Company, or (ii) to grant or assume options (outside the scope of and
          in addition to those contemplated by this Plan) in connection with any
          proper corporate purpose.

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