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Exhibit 10.20
 OPTION CARE, INC.
 2001 EMPLOYEE STOCK PURCHASE PLAN




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 OPTION CARE, INC.
 2001 EMPLOYEE STOCK PURCHASE PLAN
  SECTION 1 - INTRODUCTION
    
    11.1
    
    Purpose
    
    11.2
    
    Stock Purchase Plan
    
    11.3
    
    Effective Date and Term
    
    11.4
    
    Participating Subsidiaries
    
    11.5
    
    Stock Subject to Plan
    
    1SECTION 2 - DEFINITIONS
    
    22.1
    
    "Beneficiary"
    
    22.2
    
    "Board"
    
    22.3
    
    "Code"
    
    22.4
    
    "Committee"
    
    22.5
    
    "Company"
    
    22.6
    
    "Compensation"
    
    22.7
    
    "Custodian"
    
    22.8
    
    "Effective Date"
    
    22.9
    
    "Employee"
    
    22.10
    
    "Fair Market Value"
    
    32.11
    
    "Offering Date"
    
    32.12
    
    "Offering Period"
    
    32.13
    
    "Option Account"
    
    32.14
    
    "Participating Subsidiary"
    
    32.15
    
    "Plan"
    
    32.16
    
    "Stock"
    
    32.17
    
    "Subsidiary"
    
    32.18
    
    "Termination Date"
    
    3SECTION 3 - ENROLLMENT AND CONTRIBUTIONS
    
    33.1
    
    Eligibility for Enrollment
    
    33.2
    
    Enrollment Procedure
    
    43.3
    
    Contributions
    
    53.4
    
    Option Accounts
    
    53.5
    
    No Funding of Accounts
    
    5SECTION 4 - GRANT AND EXERCISE OF OPTION
    
    64.1
    
    Grant of Options; Terms
    
    64.2
    
    Purchase of Stock; Price
    
    6
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Option Care, Inc.
2001 Employee Stock Purchase Plan


4.3
    
    Option Accounts
    
    74.4
    
    No Interest on Account Balances
    
    7SECTION 5 - TERMINATION OF ENROLLMENT
    
    75.1
    
    Termination of Enrollment
    
    75.2
    
    Distributions to Employee
    
    85.3
    
    Beneficiaries
    
    9SECTION 6 - PLAN ADMINISTRATION
    
    96.1
    
    Committee
    
    96.2
    
    Committee Powers
    
    96.3
    
    Committee Actions
    
    106.4
    
    Member Who is Participant
    
    106.5
    
    Information Required from Company
    
    106.6
    
    Information Required from Employees
    
    106.7
    
    Uniform Rules and Administration
    
    11SECTION 7 - AMENDMENT AND TERMINATION
    
    117.1
    
    Amendment
    
    117.2
    
    Termination
    
    117.3
    
    Rights Upon Termination
    
    11SECTION 8 - GENERAL PROVISIONS
    
    128.1
    
    No Transfer or Assignment
    
    128.2
    
    Equal Rights and Privileges
    
    128.3
    
    Rights as Stockholder
    
    128.4
    
    Rights as Employee
    
    128.5
    
    Costs
    
    128.6
    
    Application of Funds
    
    128.7
    
    Reports
    
    128.8
    
    Actions by Company
    
    138.9
    
    Governmental Approval
    
    138.10
    
    Stockholder Approval
    
    138.11
    
    Applicable Law
    
    138.12
    
    Gender and Number
    
    138.13
    
    Headings
    
    13
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Option Care, Inc.
2001 Employee Stock Purchase Plan
 OPTION CARE, INC.
 2001 EMPLOYEE STOCK PURCHASE PLAN
 SECTION 1  INTRODUCTION
 Purpose
 Stock Purchase Plan
 Effective Date and Term
 Participating Subsidiaries
 Stock Subject to Plan
  -1-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
  SECTION 2  DEFINITIONS
  Beneficiary
 Board
 Code
 Committee
 Company
 Compensation
 Custodian
 Effective Date
 Employee
 -2-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 Fair Market Value
 Offering Date
 Offering Period
 Option Account
 Participating Subsidiary
 Plan
 Stock
 Subsidiary
 Termination Date
 SECTION 3  ENROLLMENT AND CONTRIBUTIONS
 Eligibility for Enrollment
  -3-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
     Enrollment Procedure
    -4-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 Contributions
     Option Accounts
 No Funding of Accounts
 -5-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 SECTION 4  GRANT AND EXERCISE OF OPTION
 Grant of Options; Terms
      Purchase of Stock; Price
    -6-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
  Option Accounts
   No Interest on Account Balances
 SECTION 5  TERMINATION OF ENROLLMENT
 Termination of Enrollment
    -7-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
    Distributions to Employee
       -8-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 Beneficiaries
   SECTION 6  PLAN ADMINISTRATION
 Committee
 Committee Powers
        -9-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 Committee Actions
     Member Who is Participant
 Information Required from Company
 Information Required from Employees
 -10-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 Uniform Rules and Administration
 SECTION 7  AMENDMENT AND TERMINATION
 Amendment
      Termination
 Rights Upon Termination
  -11-




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##### 



Option Care, Inc.
2001 Employee Stock Purchase Plan
  SECTION 8  GENERAL PROVISIONS
 No Transfer or Assignment
 Equal Rights and Privileges
 Rights as Stockholder
 Rights as Employee
 Costs
 Application of Funds
 Reports
 -12-




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Option Care, Inc.
2001 Employee Stock Purchase Plan
 Actions by Company
 Governmental Approval
 Stockholder Approval
 Applicable Law
 Gender and Number
 Headings
 -13-