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                                                                 EXHIBIT 10.2.2

                                   EXULT, INC.
                         NOTICE OF GRANT OF STOCK OPTION

            Notice is hereby given of the following option grant (the "Option")
to purchase shares of the Common Stock of EXULT, INC. (the "Corporation"):


            Optionee: __________________________________________________________

            Grant Date: ________________________________________________________

            Vesting Commencement Date: _________________________________________

            Exercise Price: $_________________________ per share

            Number of Option Shares: _________________ shares of Common Stock

            Expiration Date: ___________________________________________________

            Type of Option:      _______  Incentive Stock Option
                                 _______  Non-Statutory Stock Option:

            Date Exercisable:  Immediately Exercisable

            Vesting Schedule: The Option Shares shall initially be unvested and
            subject to repurchase by the Corporation at the Exercise Price paid
            per share. Optionee shall acquire a vested interest in, and the
            Corporation's repurchase right shall accordingly lapse with respect
            to, (i) twenty-five percent (25%) of the Option Shares upon
            Optionee's completion of one (1) year of Service measured from the
            Vesting Commencement Date and (ii) the balance of the Option Shares
            in a series of thirty-six (36) successive equal monthly installments
            upon Optionee's completion of each additional month of Service over
            the thirty-six (36)-month period measured from the first anniversary
            of the Vesting Commencement Date. In no event shall any additional
            Option Shares vest after Optionee's cessation of Service.

            Optionee understands and agrees that the Option is granted subject
to and in accordance with the terms of the EXULT, INC. 1999 Special Executive
Stock Option/Stock Issuance Plan (the "Plan"). Optionee further agrees to be
bound by the terms of the Plan and the terms of the Option as set forth in the
Stock Option Agreement attached hereto as Exhibit A.

            Optionee understands that any Option Shares purchased under the
Option will be subject to the terms set forth in the Stock Purchase Agreement
attached hereto as Exhibit B. Optionee hereby acknowledges receipt of a copy of
the Plan in the form attached hereto as Exhibit C.

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            REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE
RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS
ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE
AGREEMENT.

            No Employment or Service Contract. Nothing in this Notice or in the
attached Stock Option Agreement or Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason, with or without cause.

            Definitions. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.


DATED: __________________, _______



                                   EXULT, INC.


                                   By:
                                              ----------------------------------
                                   Title:
                                              ----------------------------------

                                              ----------------------------------
                                              OPTIONEE

                                   Address:
                                              ----------------------------------

                                              ----------------------------------


ATTACHMENTS:
EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - STOCK PURCHASE AGREEMENT
EXHIBIT C - 1999 STOCK OPTION/STOCK ISSUANCE PLAN



                                       2.
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                                    EXHIBIT A

                             STOCK OPTION AGREEMENT



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                                    EXHIBIT B

                            STOCK PURCHASE AGREEMENT



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                                    EXHIBIT C

            1999 SPECIAL EXECUTIVE STOCK OPTION/STOCK ISSUANCE PLAN