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                                                                   EXHIBIT 10.10

                        NEW CENTURY FINANCIAL CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

      (Composite Plan Document Incorporating Amendments through 2002-I and
                         Reflecting 2003 Stock Dividend)

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                                TABLE OF CONTENTS

                                                                         PAGE

1.       PURPOSE............................................................3

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

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

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

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

6.       PARTICIPATION......................................................5

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

24.      TAX WITHHOLDING...................................................13

                                       -i-

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                        NEW CENTURY FINANCIAL CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

      (Composite Plan Document Incorporating Amendments through 2002-I and
                         Reflecting 2003 Stock Dividend)

                  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 awards, auto
                  allowances, tuition reimbursement and other forms of imputed
                  income. Compensation shall be determined before giving effect
                  to any deferral election under the Corporation's nonqualified
                  Deferred Compensation Plan and

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                  Compensation shall not include any amounts paid under such
                  plan. "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. Effective
                  January 1, 2003, the Exercise Date shall be March 31 for an
                  Option granted on January 1, June 30 for an Option granted on
                  April 1, September 30 for an Option granted on July 1, and
                  December 31 for an Option granted on October 1.

                  "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, effective January 1, 2003, mean the
                  three-consecutive month period commencing on each January 1,
                  April 1, July 1, and October 1.

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

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                  "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
         3,000,000 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, effective January 1, 2003, be three months and shall end
         on the respective Exercise 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.

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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 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 Participant's Subscription Agreement (as it may
         periodically be changed in accordance with Section 7) shall remain
         valid for all Offering Periods until (i) the Participant terminates his
         or her Contributions in accordance with Section 7(c), (ii) the date the
         Participant's employment with the Company is terminated, or (iii) the
         date the Participant is no longer an Eligible Employee.

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
                  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 decrease (but may
                  not increase) the level of his or her Contributions (within
                  Plan limits) during an Offering Period by

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                  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 one election pursuant to this Section 7(d) in any one
                  Offering Period and any elections in excess of such limit
                  shall be invalid.

         (e)      A Participant may discontinue or otherwise increase or
                  decrease the level of his or her Contributions (within Plan
                  limits) effective as of the first day of the next succeeding
                  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.

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 maximum
         number of Shares subject to such Option shall be purchased at the
         Option Price

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         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.

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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 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

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                  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.

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,

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                  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 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

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                  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 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

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                  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.

         (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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<PAGE>

24.      TAX WITHHOLDING

         Notwithstanding anything else contained in this Plan herein to the
         contrary, the Company may deduct from a Participant's Account balance
         as of an Exercise Date, before the exercise of the Participant's Option
         is given effect on such date, the amount of any taxes which the Company
         reasonably determines it may be required to withhold with respect to
         such exercise. In such event, the maximum number of whole Shares
         subject to such Option (subject to the other limits set forth in this
         Plan) shall be purchased at the Option Price with the balance of the
         Participant's Account (after reduction for the tax withholding amount).

         Should the Company for any reason be unable, or elect not to, satisfy
         its tax withholding obligations in the manner described in the
         preceding paragraph with respect to a Participant's exercise of an
         Option, or should the Company reasonably determine that it has a tax
         withholding obligation with respect to a disposition of Shares acquired
         pursuant to the exercise of an Option prior to satisfaction of the
         holding period requirements of Section 423 of the Code, the Company
         shall have the right at its option to (i) require the Participant to
         pay or provide for payment of the amount of any taxes which the Company
         reasonably determines that it is required to withhold with respect to
         such event or (ii) deduct from any amount otherwise payable to or for
         the account of the Participant the amount of any taxes which the
         Company reasonably determines that it is required to withhold with
         respect to such event.

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