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                                                                   EXHIBIT 10.19

                         INFONET SERVICES CORPORATION

                       2000 EMPLOYEE STOCK PURCHASE PLAN

              (Amended and Restated Effective as of July 1, 2001)
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                                                                   EXHIBIT 10.19

                         INFONET SERVICES CORPORATION

                       2000 EMPLOYEE STOCK PURCHASE PLAN


                                   ARTICLE I
                                   ---------

                                 ESTABLISHMENT
                                 -------------


     1.01   Purpose
            -------

     The Infonet Services Corporation 2000 Employee Stock Purchase Plan (the
"Plan") is hereby established by Infonet Services Corporation (the "Company"),
the purpose of which is to provide a method whereby employees of the Company or
any Designated Subsidiary (as defined herein), will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
Common Stock.  The Plan is also established to help promote the overall
financial objectives of the Company's stockholders by promoting those persons
participating in the Plan to achieve long-term growth in stockholder equity.
The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").


                                  ARTICLE II
                                  ----------

                                  DEFINITIONS
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     The following words and phrases, as used herein, shall have the meanings
indicated unless the context clearly indicates to the contrary:

     2.01   Account shall mean the bookkeeping account established on behalf of
a Participant to which is credited all contributions paid for the purpose of
purchasing Common Stock under the Plan, and to which shall be charged all
purchases of Common Stock, or withdrawals, pursuant to the Plan. Such Account
shall remain unfunded as described in Section 8.11 of the Plan; provided,
however, that in countries where the unfunded status is not legal, a locally
accepted legal alternative will be developed.

     2.02   Affiliate shall mean, with respect to any Person, any other Person
that, directly or indirectly, controls, is controlled by, or is under common
control with, such Person.  Any "Relative" (for this purpose, "Relative" means a
spouse, child, parent, parent of spouse, sibling
<PAGE>

or grandchild) of an individual shall be deemed to be an Affiliate of such
individual for this purpose. Neither the Company nor any Person controlled by
the Company shall be deemed to be an Affiliate of any holder of Common Stock.

     2.03   Agreement shall mean, either individually or collectively, any
subscription, enrollment and/or withholding agreement, in the form prescribed by
the Committee, entered into pursuant to the Plan between the Company or a
Designated Subsidiary and a Participant.  Such Agreement shall be an
authorization for the Company or a Designated Subsidiary to withhold amounts
from such Participant's Compensation, at the Contribution Rate specified in the
Agreement, to be applied to purchase Common Stock.  In countries where
withholding amounts from the Participant's Compensation is not permitted,
alternative legally accepted methods for contributing the Participant's
Compensation will be used.

     2.04   Beneficial Ownership (including correlative terms) shall have the
meaning given such term in Rule 13d-3 promulgated under the Exchange Act.

     2.05   Beneficiary shall mean the individual specified by a Participant in
his or her most recent written designation that is filed with the Committee to
receive any benefits under the Plan in the event of such Participant's death, in
accordance with Section 8.01.

     2.06   Board shall mean the Board of Directors of the Company.

     2.07   Change in Control shall mean the occurrence of any of the following:

     (a)    an acquisition in one transaction or a series of related
transactions (other than directly from the Company or pursuant to awards granted
under the Plan or compensatory options or other similar awards granted by the
Company) of any Voting Securities by any Person, immediately after which such
Person has Beneficial Ownership of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding Voting Securities; provided,
however, in determining whether a Change in Control has occurred pursuant to
this Section 2.07(a), Voting Securities which are acquired in a Non-Control
Acquisition shall not constitute an acquisition that would cause a Change in
Control;

     (b)    the individuals who, immediately prior to the Effective Date, are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least a majority of the members of the Board; provided, however, that if the
election, or nomination for election, by the Company's common stockholders, of
any new director was approved by a vote of at least a majority of the Incumbent
Board, such new director shall, for purposes of the Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board (a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest; or

     (c)    the consummation of:

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            (1)   a merger, consolidation or reorganization involving the
                  Company unless:

                  (A)  the stockholders of the Company, immediately before such
                  merger, consolidation or reorganization, own, directly or
                  indirectly, immediately following such merger, consolidation
                  or reorganization, more than fifty percent (50%) of the
                  combined voting power of the outstanding voting securities of
                  the corporation resulting from such merger or consolidation or
                  reorganization (the "Surviving Corporation") in substantially
                  the same proportion as their ownership of the Voting
                  Securities immediately before such merger, consolidation or
                  reorganization,

                  (B)  the individuals who were members of the Incumbent Board
                  immediately prior to the execution of the agreement providing
                  for such merger, consolidation or reorganization constitute at
                  least a majority of the members of the board of directors of
                  the Surviving Corporation, or a corporation Beneficially
                  Owning, directly or indirectly, a majority of the voting
                  securities of the Surviving Corporation, and

                  (C)  no Person, other than (i) the Company, (ii) any Related
                  Entity (as defined in Section 2.20), (iii) any employee
                  benefit plan (or any trust forming a part thereof) that,
                  immediately prior to such merger, consolidation or
                  reorganization, was maintained by the Company, the Surviving
                  Corporation, or any Related Entity or (iv) any Person who,
                  together with its Affiliates, immediately prior to such
                  merger, consolidation or reorganization had Beneficial
                  Ownership of fifty percent (50%) or more of the then
                  outstanding Voting Securities, owns, together with its
                  Affiliates, Beneficial Ownership of fifty percent (50%) or
                  more of the combined voting power of the Surviving
                  Corporation's then outstanding voting securities

                  (a transaction described in clauses (A) through (C) above is
                  referred to herein as a "Non-Control Transaction");

            (2)   a complete liquidation or dissolution of the Company; or

            (3)   an agreement for the sale or other disposition of all or
            substantially all of the assets or business of the Company to any
            Person (other than a transfer to a Related Entity or the
            distribution to the Company's stockholders of the stock of a Related
            Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of fifty percent (50%) or more of the combined voting power of the then
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
then outstanding, increases the proportional number of shares Beneficially Owned
by the Subject Persons, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company, and (1) before such share acquisition by the Company
the Subject Person becomes the Beneficial Owner of any new or additional Voting
Securities in a related transaction or (2) after such share acquisition by

                                       3
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the Company the Subject Person becomes the Beneficial Owner of any new or
additional Voting Securities which in either case increases the percentage of
the then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall be deemed to occur.

     2.08   Commission shall mean the Securities and Exchange Commission or any
successor entity or agency.

     2.09   Committee shall mean the Plan Committee of the Board as described in
Article VII.

     2.10   Compensation shall mean, for the relevant period, (a) the total
compensation paid in cash to a Participant by the Company and/or a Designated
Subsidiary, including salaries, wages, commissions, overtime pay, shift
premiums, bonuses, and incentive compensation, plus (b) any pre-tax
contributions made by a Participant under Section 401(k) or 125 of the Code.
Compensation shall exclude non-cash items, moving or relocation allowances,
geographic hardship pay, car allowances, tuition reimbursements, imputed income
attributable to cars or life insurance, severance or notice pay, fringe
benefits, contributions (except as provided in clause (b) of the immediately
preceding sentence) or benefits received under employee benefit or deferred
compensation plans or arrangements, income attributable to stock options and
similar items.

     2.11   Common Stock shall mean shares of Class B common stock, $.01 par
value per share, of the Company or the common stock of any successor to the
Company, which is designated for the purposes of the Plan.

     2.12   Contribution Rate shall be that rate of contribution of Compensation
to the Plan stated in the Agreement, subject to determination in accordance with
Article IV.

     2.13   Designated Subsidiary shall mean any Subsidiary that has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

     2.14   Effective Date shall mean April 18, 2000.

     2.15   Eligible Employee shall mean any individual who is employed on a
full-time or part-time basis by the Company or a Designated Subsidiary on an
Enrollment Date, except that the Committee in its sole discretion may exclude:

            (i)   employees whose customary employment is not more than 20 hours
                  per week; provided, however, that this exclusion shall not
                  apply in countries where such an exclusion is not legally
                  permitted;

            (ii)  employees whose customary employment is for not more than five
                  months in any calendar year; provided, however, that this
                  exclusion shall not apply in countries where such an exclusion
                  is not legally permitted; and

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            (iii) employees who are considered to be a highly compensated
                  employee of the Company or Designated Subsidiary within the
                  meaning of Section 414(q) of the Code.

As of the Effective Date, and unless and until the Committee determines
otherwise, only those employees described in Section 2.15(i) and (ii) are
excluded from the class of Eligible Employees.

     2.16   Enrollment Date shall mean the first day of each Offering Period.

     2.17   Exchange Act means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder.

     2.18   Exercise Date shall mean a Purchase Date of an Offering Period.

     2.19   Fair Market Value of a share of Common Stock as of a given date
shall mean the closing sales price per share of the Common Stock (or the closing
bid price, if no such sales were reported) on the New York Stock Exchange, or
such other established stock exchange or national market system on which the
Common Stock is listed or traded, as reported in The Wall Street Journal (or, if
not so reported, in such other nationally recognized reporting source as the
Committee shall select) for the last Trading Day prior to such date. In the
event that the foregoing valuation method is not practicable, the Fair Market
Value of a share of Common Stock as of a given date shall be determined by such
other reasonable valuation method as the Committee shall, in its discretion,
select and apply in good faith as of such date, subject to Section 422(c)(7) of
the Code. The foregoing to the contrary notwithstanding, the Fair Market Value
of a share of Common Stock as of the Effective Date shall be the offering price
of the Common Stock in the initial public offering of capital stock of the
Company (or, if the class of shares of capital stock of the Company sold in such
initial public offering is not Common Stock, the price of the Common Stock
determined by the Board based on the price of such class of shares of the
Company sold in such initial public offering).

     2.20   Non-Control Acquisition shall mean an acquisition by (1) an employee
benefit plan (or a trust forming a part thereof) maintained by (x) the Company
or (y) any corporation or other Person of which a majority of its voting power
or its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (a "Related Entity"), (2) the Company or any Related
Entity, or (3) any Person in connection with a Non-Control Transaction.

     2.21   Offering Period shall mean one of the following periods during which
an Option granted pursuant to this Plan may be exercised:

     (a)    The period commencing on any July 1 and terminating on the last
Trading Day immediately preceding the second anniversary of the commencement of
such period.

     (b)    The period commencing on any January 1 and terminating on the last
Trading Day immediately preceding the second anniversary of the commencement of
such period.

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     The duration and frequency of Offering Periods may be changed by the
Committee or the Board pursuant to Section 3.06 or 5.04.

     2.22   Option shall mean the right to purchase the number of shares of
Common Stock specified in accordance with the Plan at a price and for a term
fixed in accordance with the Plan, and subject to such other limitations and
restrictions as may be imposed by the Plan or the Committee in accordance with
the Plan.

     2.23   Option Price shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or Exercise Date,
whichever is lower.

     2.24   Participant shall mean an Eligible Employee who satisfies the
eligibility conditions of Article III, and to whom an Option has been granted by
the Committee under the Plan.

     2.25   Person shall mean "person" as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act, including, without limitation, any
individual, corporation, limited liability company, partnership, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other entity or any group of Persons.

     2.26   Plan Year shall mean the period of twelve (12) or fewer consecutive
months commencing on the Effective Date and ending on December 31st of the same
calendar year, and the twelve (12) consecutive month period ending the last day
of each December of each calendar year thereafter.  The Committee may at any
time designate another period as the Plan Year.

     2.27   Purchase Dates shall mean, with respect to an Offering Period, the
last Trading Days in June and December occurring during such Offering Period.

     2.28   Reserves shall mean the number of shares of Common Stock covered
by each Option under the Plan that have not yet been exercised and the number of
shares of Common Stock that have been authorized for issuance under the Plan but
not yet placed under an Option.

     2.29   Securities Act shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the Commission thereunder.

     2.30   Subsidiary shall mean any present or future corporation, domestic or
foreign, which is or would be a "subsidiary corporation," as defined under
Section 424(f) of the Code, of the Company.

     2.31   Trading Day shall mean a day on which national stock exchanges are
open for trading.

     2.32   Voting Securities shall mean all outstanding voting securities of
the Company entitled to vote generally in the election of the Board.

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                                  ARTICLE III
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                         ELIGIBILITY AND PARTICIPATION
                         -----------------------------


     3.01   Initial Eligibility

     Any individual who is otherwise an Eligible Employee and who is employed
with the Company or a Designated Subsidiary on the Effective Date or becomes
employed with the Company or a Designated Subsidiary after the Effective Date
and is otherwise an Eligible Employee, may participate in the Plan immediately
beginning with the first Offering Period that occurs concurrent with or next
following either the Effective Date or that individual's initial date of such
employment.

     3.02   Leave of Absence

     For purposes of the Plan, an individual's employment relationship is still
considered to be continuing intact while such individual is on sick leave, or
other leave of absence approved by the Committee or the Company's Human
Resources Department; provided, however, that if the period of leave of absence
exceeds ninety (90) days and the individual's right to reemployment or
confirmation of employment is not guaranteed either by statute or by contract,
the employment relationship shall be deemed to have terminated on the ninety-
first (91st) day of such leave.

     3.03   Eligibility Restrictions

     Notwithstanding any provisions of the Plan to the contrary, no employee of
the Company or a Designated Subsidiary shall be granted an Option under the
Plan:

     (a)    if, immediately after the Option is granted, applying the rules
under Section 424(d) of the Code to determine Common Stock ownership, such
employee would own, immediately after the Option is granted, five percent (5%)
or more of the total combined voting power or value of all classes of stock of
the Company or any Subsidiary; or

     (b)    which permits such employee's rights to purchase stock under the
Plan and any other employee stock purchase plans of the Company or any
Subsidiary to accrue at a rate that exceeds $25,000 (or such other amount as may
be adjusted from time to time under applicable provisions of the Code or the
Treasury Regulations promulgated thereunder) in Fair Market Value of Common
Stock (determined at the time such Option is granted) for each calendar year in
which such Option is outstanding.

     3.04   Participation

     (a)    An Eligible Employee may commence participation by completing an
Agreement authorizing payroll deductions (or other arrangement for remitting
employee contributions in countries where payroll deductions are not permitted)
and filing it with the payroll office of the

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Company prior to the applicable Enrollment Date. Such an Eligible Employee is
referred to as a Participant.

     (b)    Any payroll deductions for a Participant shall commence on the first
payroll date following the Enrollment Date and shall end on the last payroll
date in the Offering Period to which such authorization is applicable, unless
sooner terminated by the Participant as provided in Article VI.

     3.05   Option Grant

     On the Enrollment Date of each Offering Period, each Participant
participating in the Offering Period shall be granted an Option to purchase on
the Exercise Dates of such Offering Period (at the appropriate Option Price) up
to a number of shares of Common Stock as determined by dividing the particular
Participant's payroll deductions that have accumulated prior to each such
Exercise Date and retained in such Participant's Account as of that Exercise
Date by the appropriate Option Price. Such purchase of shares of Common Stock
shall be subject to the limitations under Sections 3.03 and 3.09. Exercise of
the Option shall occur as provided in Section 3.07, unless the Participant has
withdrawn as provided in Article VI. The Option shall expire on the last day of
the Offering Period. The Committee may determine that there shall be no Options
granted under the Plan for any particular Plan Year.

     3.06   Offering Period

     (a)    This Plan will be implemented by a series of Offering Periods, as
specified under Section 2.  The Board will have the power to change the duration
                ---------
and/or the frequency of Offering Periods and Exercise Dates with respect to
future offerings without shareholder approval, if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period or Exercise Date to be affected.

     (b)    A Participant who has been granted an Option with respect to an
Offering Period in accordance with this Section 3.06 and is participating in
such Offering Period may not enroll in any subsequent Offering Period, unless
such subsequent Offering Period commences after the end of the Offering Period
in which such Participant is participating, or the Offering Period in which such
Participant is participating terminates in accordance with Section 3.06(c) and
such Participant is automatically enrolled in a Reset Offering Period (as
defined below).

     (c)    If the Fair Market Value of a share of Common Stock on the first
Trading Day of an Offering Period (the "Reset Offering Period") is less than or
equal to the Fair Market Value of a share of Common Stock on the first Trading
Day of any prior Offering Period, such prior Offering Period shall terminate
immediately following the Purchase Date of the prior Offering Period immediately
preceding the first Trading Day of the Reset Offering Period.  All Participants
participating in such prior Offering Period shall terminate participation in
such prior Offering Period, and all options with respect to such prior Offering
Period shall terminate, effective immediately following the purchases of shares
of Common Stock by such Participants on such Purchase Date.  Each such
Participant who is eligible to participate in the Reset Offering Period shall be
automatically enrolled in the Reset Offering Period and shall be granted an
option

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for such Reset Offering Period and shall be treated as a Contribution Rate in an
amount equal to the percentage of such Participant's Compensation elected with
respect to the prior Offering Period and in effect on such Purchase Date.

     3.07   Exercise of Option

     Unless a Participant provides written notice to the Company, or withdraws
from the Plan as provided in Article VI, his Option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full shares subject to the Option shall be purchased for such Participant at the
applicable Option Price, using the accumulated payroll deductions in his
Account, subject to the limitations under Sections 3.03 and 3.09.  No fractional
shares shall be purchased.  Any payroll deductions accumulated in an Account
that are not sufficient to purchase a full share of Common Stock shall be
retained in the Account for the subsequent Offering Period, subject to earlier
withdrawal by the Participant as provided in Article VI.  Any other monies
remaining in a Participant's Account after the Exercise Date shall be returned
to the Participant or his Beneficiary in cash, without interest.  During a
Participant's lifetime, such Participant's Option is exercisable only by such
Participant.

     3.08   Delivery of Stock

     (a)    As promptly as practical after each Exercise Date on which a
purchase of Common Stock occurs, the Company shall arrange the delivery to each
Participant, or his Beneficiary, of a certificate representing the shares of
Common Stock purchased upon exercise of such Participant's Option, except that
the Committee may determine that such shares shall be held for each
Participant's benefit by a broker designated by the Committee unless the
Participant has delivered to the Committee a written election that certificates
representing such shares be issued to him. Shares of Common Stock issued upon
exercise of an Option and delivered to or for the benefit of a Participant or
Beneficiary will be registered in the name of such Participant or Beneficiary,
as the case may be.

     (b)    The Committee may require a Participant or his Beneficiary to give
prompt written notice to the Company concerning any disposition of shares of
Common Stock received upon the exercise of such Participant's Option within:
(i) two (2) years from the date of granting of such Option to such Participant,
(ii) one (1) year from the transfer of such shares of Common Stock to such
Participant, or (iii) such other period as the Committee may from time to time
determine.

     3.09   Maximum Number of Shares

     In no event shall the number of shares of Common Stock that a Participant
may purchase during any one Offering Period exceed the number of shares
determined by (a) multiplying ten percent (10%) of the amount of the
Participant's Compensation for the payroll period immediately preceding the date
he is first granted an Option for such Offering Period by the number of payroll
periods from such date to the end of such Offering Period, and (b) dividing that
product by 85% of the Fair Market Value of a share of Common Stock on such date.
In no

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event shall the number of shares of Common Stock that a Participant may purchase
on any Purchase Date exceed fifty percent (50%) of the amount determined under
the preceding sentence.

     3.10   Withholding

     At the time an Option is exercised, or at the time some or all of the
Common Stock that is issued under the Plan is disposed of, the Company may
withhold from any Compensation or other amount payable to the applicable
Participant, or require such Participant to remit to the Company (or make other
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of), the amount necessary for the
Company to satisfy any Federal, state or local taxes or other charges or levies
required by law to be withheld with respect to the shares of Common Stock
subject to such Option or disposed of, as a condition to delivery of any
certificate or certificates for any such shares of Common Stock.  Whenever under
the Plan payments are to be made in cash, such payments shall be made net of an
amount sufficient to satisfy any Federal, state or local tax, charge or levy or
withholding obligations with respect to such payments.


                                  ARTICLE IV
                                  ----------

                              PAYROLL DEDUCTIONS
                              ------------------

     4.01   Contribution Rate

     (a)    At the time a Participant files an Agreement with the Committee or
the Company's Human Resources Department authorizing payroll deduction, he may
elect to have payroll deductions made on each payday during the Offering Period,
and such Contribution Rate shall be a minimum of one percent (1%) and a maximum
of ten percent (10%) of the Participant's Compensation in effect on each payroll
period during the Offering Period, unless the Committee determines otherwise in
a manner applicable uniformly to all Participants. The payroll deductions shall
only be made in whole percentages of the Participant's Compensation.
Participants may not make any separate cash payments outside payroll deductions
under the Plan except as otherwise provided in Section 5.04(d) in the event of a
Change in Control.

     (b)    A Participant may discontinue his participation in the Plan as
provided in Article VI, or may elect to decrease the rate of his payroll
deductions during the Offering Period by filing a new Agreement with the
Committee or the Company's Human Resources Department that authorizes a change
in his Contribution Rate. Such election by the Participant to decrease his
Contribution Rate shall only be permitted once during each period between
Purchase Dates. The Committee may, in its discretion, in a fair and equitable
manner, limit the number of Participants who change their Contribution Rate
during any period between Purchase Dates. Any such change in Contribution Rate
accepted by the Committee shall be effective with the first

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<PAGE>

full payroll period following ten (10) business days after the receipt by the
Committee or the Company's Human Resources Department of the new Agreement
authorizing the new Contribution Rate, unless the Committee or the Company's
Human Resources Department elects to process a change in the Contribution Rate
more quickly. A Participant's authorization to change his Contribution Rate
shall remain in effect through the Offering Period and for successive Offering
Periods unless such Participant further elects to change his Contribution Rate
under this Section 4.01 or withdraws as provided in Article VI.

     (c)    Notwithstanding the foregoing provisions of this Section 4.01, the
Committee may decrease a Participant's Contribution Rate, but not below zero
percent, at any time during an Offering Period to the extent necessary to comply
with Section 423(b)(8) of the Code or Section 3.03 of the Plan.  To the extent
necessary in such case, payroll deductions shall recommence at the rate provided
in such Participant's Agreement at the beginning of the first Offering Period
that is scheduled to begin in the following Plan Year, unless the Participant
withdraws from the Plan in accordance with Article VI.

     4.02   Participant Account

     All payroll deductions made for a Participant shall be credited to his
Account under the Plan.

     4.03   Interest

     No interest shall accrue on the payroll deductions of a Participant under
the Plan, except as otherwise provided by Section 8.10.  In addition, no
interest shall be paid on any and all money that is distributed to a
Participant, or his Beneficiary, pursuant to the provisions of Sections 6.01
and/or 6.03.



                                   ARTICLE V
                                   ---------

                                     STOCK
                                     -----

     5.01   Shares Provided

     (a)    The maximum number of shares of Common Stock that may be issued
under the Plan shall be 2,000,000 shares. This number is subject to an
adjustment upon any changes in capitalization of the Company as provided in
Section 5.04.

     (b)    The Committee may determine, in its sole discretion, to include in
the number of shares of Common Stock available under the Plan any shares of
Common Stock that cease to be subject to an Option or are forfeited or any
shares subject to an Option that terminates without issuance of shares of Common
Stock actually being made to the Participant.

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<PAGE>

     (c)    If the number of shares of Common Stock that Participants become
entitled to purchase under the Plan is greater than the shares of Common Stock
offered in a particular Offering Period or remaining available under the Plan,
the available shares of Common Stock shall be allocated by the Committee among
such Participants in such manner as the Committee determines is fair and
equitable.

     5.02   Participant Interest

     The Participant shall have no interest as a shareholder, including, without
limitation, voting or dividend rights, with respect to shares of Common Stock
covered by his Option until such Option has been exercised in accordance with
the Plan and his Agreement.

     5.03   Restriction of Shares Upon Exercise

     The Committee may, in its discretion, require as conditions to the exercise
of any Option that the shares of Common Stock reserved for issuance upon the
exercise of the Option shall have been duly listed upon a stock exchange, and
that either:

     (a)    a registration statement under the Securities Act with respect to
the shares shall be effective, or

     (b)    the Participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is his intention to
purchase the shares for investment and not for resale or distribution.

     5.04   Changes in Capital

     (a)    Subject to any required action by the shareholders of the Company,
upon changes in the outstanding Common Stock by reason of a stock split, reverse
stock split, stock dividend, combination or exchange of shares, merger,
recapitalization, consolidation, corporate separation or division of the Company
(including, but not limited to, a split-up, spin-off, split-off or distribution
to Company stockholders other than a normal cash dividend), reorganization,
reclassification, or increase or decrease in the number of shares of capital
stock of the Company effected without receipt of full consideration therefor, or
any other similar change affecting the Company's capital structure, the
Committee shall make appropriate adjustments, in its discretion, to, or
substitute, as applicable, the number, class and kind of shares of stock
available for Options under the Plan, outstanding Options and the Reserves, the
maximum number of shares that a Participant may purchase per Offering Period,
the Option Prices of outstanding Options and any other characteristics or terms
of the Options or the Plan as the Committee shall determine are necessary or
appropriate to reflect equitably the effects of such changes to the
Participants; provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated by rounding to the next lower whole number
of shares with appropriate payment for such fractional shares as shall be
reasonably determined by the Committee. Notice of any such adjustment shall be
given by the Committee to each Participant whose Option has been adjusted and
such adjustment, whether or not such notice has been given, shall be effective
and binding for all purposes of the Plan.

                                       12
<PAGE>

     (b)    The existence of the Plan and any Options granted hereunder shall
not affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company or a Subsidiary, any issue of debt, preferred or
prior preference stock ahead of or affecting Common Stock, the authorization or
issuance of additional shares of Common Stock, the dissolution or liquidation of
the Company or any Subsidiary, any sale or transfer of all or part of the
Company's or a Subsidiary's assets or business or any other corporate act or
proceeding.

     (c)    The Board may at any time terminate an Offering Period then in
progress and provide, in its discretion, that Participants' then outstanding
Account balances shall be used to purchase shares pursuant to Article III or
returned to the applicable Participants.

     (d)    In the event of a Change in Control, the Committee may, in its
discretion:

            (i)   permit each Participant to make a single sum payment with
                  respect to his outstanding Option before the Exercise Date
                  equal to the amount the Participant would have contributed as
                  determined by the Committee for the payroll periods remaining
                  until the Exercise Date, and provide for termination of the
                  Offering Period then in progress and purchase of shares
                  pursuant to Article III; or

            (ii)  provide for payment in cash to each Participant of the amount
                  standing to his Account plus an amount equal to the highest
                  value of the consideration to be received in connection with
                  such transaction for one share of Common Stock, or, if higher,
                  the highest Fair Market Value of the Common Stock during the
                  30 consecutive Trading Days immediately prior to the closing
                  date or expiration date of such transaction, less the Option
                  Price of the Participant's Option (determined for all purposes
                  of this Section 5.04(d)(ii) using such closing or termination
                  date as the Exercise Date in applying Section 2.23),
                  multiplied by the number of full shares of Common Stock that
                  could have been purchased for such Participant immediately
                  prior to the Change in Control with the amount standing to his
                  Account at the Option Price, and that all Options so paid
                  shall terminate.

                                       13
<PAGE>

                                  ARTICLE VI
                                  ----------

                                  WITHDRAWAL
                                  ----------


     6.01   General

     By written notice to the Committee, at any time prior to a Purchase Date, a
Participant may elect to withdraw all of the accumulated payroll deductions in
his Account at such time.  All of the accumulated payroll deductions credited to
such withdrawing Participant's Account shall be paid to such Participant
promptly after receipt of his written notice of withdrawal.  In addition, upon
the Participant's written notice of withdrawal, the Participant's Option for the
Offering Period shall be automatically terminated, and no further payroll
deductions for the purchase of shares on behalf of such Participant shall be
made with respect to such Offering Period.  If a Participant withdraws from an
Offering Period, payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the Participant delivers to the Committee a
new Agreement authorizing payroll deductions.

     6.02   Effect on Subsequent Participation

     A Participant's withdrawal from an Offering Period shall not have any
effect upon his eligibility to participate in any similar plan that may
hereafter be adopted by the Company or a Subsidiary or in succeeding Offering
Periods that commence after the termination of the Offering Period from which
the Participant withdraws.

     6.03   Termination of Employment

     Upon termination of employment as an Eligible Employee, for any reason, a
Participant shall be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to such Participant's Account during the Offering
Period but not yet used to exercise the Option shall be returned to such
Participant, or, in the case of a Participant's death, the payroll deductions
credited to such deceased Participant's Account shall be paid to his Beneficiary
or Beneficiaries, and the Participant's Option shall be automatically
terminated.  A transfer of a Participant's employment between or among the
Company and any Designated Subsidiary or Designated Subsidiaries shall not be
treated as a termination of employment for purposes of the Plan.

                                       14
<PAGE>

                                  ARTICLE VII
                                  -----------

                                ADMINISTRATION
                                --------------


     7.01   Generally

     The Plan shall be administered by a committee the members of which are
appointed by the Board.  The Committee shall consist of no fewer than three (3)
members.  Notwithstanding the foregoing, the Board, in its absolute discretion,
may at any time and from time to time exercise any and all rights, duties and
responsibilities of the Committee under the Plan, including, but not limited to,
establishing procedures to be followed by the Committee, except with respect to
any matters which under any applicable law, regulation or rule are required to
be determined in the sole discretion of the Committee.  If and to the extent
that no Committee exists which has the authority to administer the Plan, the
functions of the Committee shall be exercised by the Board.  In addition, the
Board shall have discretionary authority to designate, from time to time,
without approval of the Company's stockholders, those Subsidiaries that shall be
Designated Subsidiaries, the employees of which are eligible to participate in
the Plan.


     7.02   Authority of the Committee

     The Committee shall have all authority that may be necessary or helpful to
enable it to discharge its responsibilities with respect to the Plan.  Without
limiting the generality of the foregoing sentence or Section 7.01, subject to
the express provisions of the Plan, the Committee shall have full and exclusive
discretionary authority to interpret and construe any and all provisions of the
Plan and any Agreements, determine eligibility to participate in the Plan, adopt
rules and regulations for administering the Plan, adjudicate and determine all
disputes arising under or in connection with the Plan, determine whether a
particular item is included in "Compensation," and make all other determinations
deemed necessary or advisable for administering the Plan.  Decisions, actions
and determinations by the Committee with respect to the Plan or any Agreement
shall be final, conclusive and binding on all parties.  Except to the extent
prohibited by applicable law or the rules of a stock exchange, the Committee
may, in its discretion, from time to time, delegate all or any part of its
responsibilities and powers under the Plan to any member or members of the
management of the Company, and revoke any such delegation.

     7.03   Appointment

     The Board may from time to time appoint members to the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, on the Committee.  The Committee may select one
member as its Chair and shall hold its meetings at

                                       15
<PAGE>

such times and places as it shall deem advisable. It may also hold telephonic
meetings. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. The
Committee may correct any defect or omission or reconcile any inconsistency in
the Plan or any Agreement in the manner and to the extent the Committee
determines to be desirable. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.


                                 ARTICLE VIII
                                 ------------

                                 MISCELLANEOUS
                                 -------------



     8.01   Designation of Beneficiary

     (a)    A Participant may file with the Committee a written designation of a
Beneficiary who is to receive any Common Stock and/or cash from the
Participant's Account in the event of such Participant's death subsequent to an
Exercise Date on which the Option is exercised but prior to delivery to such
Participant of such Common Stock and cash.  Unless a Participant's written
Beneficiary designation states otherwise, the designated Beneficiary shall also
be entitled to receive any cash from the Participant's Account in the event of
such Participant's death prior to exercise of his Option.

     (b)    A Participant's designation of Beneficiary may be changed by the
Participant at any time by written notice to the Committee.  In the event of the
death of a Participant and in the absence of a valid Beneficiary designation
under the Plan naming an individual who is living at the time of such
Participant's death, the Company shall deliver the shares and/or cash to which
the deceased Participant was entitled under the Plan to the executor or
administrator of the estate of such Participant.  If no such executor or
administrator has been appointed as can be determined by the Committee, the
Company shall deliver such shares and/or cash to the spouse or to any one or
more dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Committee may
designate.  Any such delivery or payment shall be a complete discharge of the
obligations and liabilities of the Company, the Subsidiaries, the Committee and
the Board under the Plan.

     8.02   Transferability

     Neither payroll deductions credited to the Participant's Account nor any
rights with regard to the exercise of an Option or to receive Common Stock under
the Plan may be assigned, transferred, pledged, or otherwise disposed of in any
way other than by will, the laws of descent and distribution, or as provided
under Section 8.01.  Any such attempt at assignment, transfer,

                                       16
<PAGE>

pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds from an Offering Period in
accordance with Article VI.

     8.03   Conditions Upon Issuance of Shares

     (a)    If at any time the Committee shall determine, in its discretion,
that the listing, registration and/or qualification of shares of Common Stock
upon any securities exchange or under any state or Federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares of Common
Stock hereunder, no Option may be exercised or paid in whole or in part unless
and until such listing, registration, qualification, consent and/or approval
shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.

     (b)    If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Option is or may
be in the circumstances unlawful, contravene the requirements of any stock
exchange, or result in the imposition of excise taxes or any other levy or
charge on the Company or any Subsidiary under the statutes, rules or regulations
of any applicable jurisdiction, the Company shall have no obligation to make
such sale or delivery, or to make any application or to effect or to maintain
any qualification or registration under the Securities Act, or otherwise with
respect to shares of Common Stock or Options and the right to exercise any
Option shall be suspended until, in the opinion of such counsel, such sale or
delivery shall be lawful or will not result in the imposition of excise taxes on
the Company or any Subsidiary.

     (c)    The Committee, in its absolute discretion, may impose such
restrictions on the ownership and transferability of the shares of Common Stock
purchasable or otherwise receivable by any person under any Option as it deems
appropriate. The certificates evidencing such shares may include any legend that
the Committee deems appropriate to reflect any such restrictions.

     8.04   Participants Bound by Plan

     By accepting any benefit under the Plan, each Participant and each person
claiming under or through such Participant shall be conclusively deemed to have
indicated their acceptance and ratification of, and consent to, all of the terms
and conditions of the Plan and any action taken under the Plan by the Committee,
the Company or the Board, in any case in accordance with the terms and
conditions of the Plan.

     8.05   Use of Funds

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

                                       17
<PAGE>

     8.06   Amendment or Termination

     The Board may terminate, discontinue, amend or suspend the Plan at any
time, with or without notice to Participants.  No such termination or amendment
of the Plan may adversely affect the existing rights of any Participant with
respect to any outstanding Option previously granted to such Participant,
without the consent of such Participant, except for any amendment or termination
permitted by Section 5.04.  In addition, no amendment of the Plan by the Board
shall, without the approval of the shareholders of the Company, (i) increase the
maximum number of shares that may be issued under the Plan or that any
Participant may purchase under the Plan in any Offering Period, except pursuant
to Section 5.04; (ii) change the class of employees eligible to receive Options
under the Plan, except as provided by the Board pursuant to the last sentence of
Section 7.01; or (iii) change the formula by which the Option Price is
determined under the Plan.

     8.07   No Employment Rights

     The Plan does not, either directly or indirectly, create an independent
right for the benefit of any employee or class of employees to purchase any
shares of Common Stock under the Plan.  In addition, the Plan does not create in
any employee or class of employees any right with respect to continuation of
employment by the Company or any Subsidiary, and the Plan shall not be deemed to
interfere in any way with the Company's or any Subsidiary's employment at will
relationship with the employee and/or interfere in any way with the Company's or
any Subsidiary's right to terminate, or otherwise modify, an employee's
employment at any time or for any or no reason.

     8.08   Indemnification

     No current or previous member of the Board, or the Committee, nor any
officer or employee of the Company acting on behalf of the Board, or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan.  All such
members of the Board or the Committee and each and every officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation of the Plan.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such individuals may be entitled under the Company's Certificate of
Incorporation, or Bylaws, as a matter of law or otherwise.

     8.09   Construction of Plan

     Whenever the context so requires, the masculine shall include the feminine
and neuter, and the singular shall also include the plural, and conversely.  The
words "Article" and "Section" herein shall refer to provisions of the Plan,
unless expressly indicated otherwise.  If necessary to ensure that the favorable
tax consequences under Section 423 of the Code with respect to "employee stock
purchase plans" are made available under this Plan with respect to Participants
subject to the Code, this Plan shall be deemed to constitute two component
plans, the first of

                                       18
<PAGE>

which shall be construed so as to extend and limit participation in a manner
consistent with the requirements of Section 423 and underlying regulations and
the second of which shall be construed so as to permit participation by all
other Eligible Employees. Each such component plan shall otherwise be governed
by the terms and conditions set forth herein.

     8.10   Term of Plan

     The Plan shall become effective on the Effective Date, being the effective
date of the Board's adoption of the Plan, subject to the approval by the
shareholders of the Company who are present and represented at a special or
annual meeting of the shareholders where a quorum is present that is held not
earlier than one (1) year before the Effective Date and not later than the end
of the first Offering Period.  If the Plan is not so approved by the
shareholders, the Plan shall not become effective, the Plan shall terminate
immediately and all funds held in the Participants' Accounts shall be returned
to such Participants in cash, with interest at five percent (5%) per annum from
the date of transfer of such funds to such Accounts to the date of refund,
subject to Section 3.10.

     8.11   Unfunded Status of Plan

     The Plan shall be an unfunded plan.  The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments, provided that the existence
of such trusts or other arrangements is consistent with the unfunded status of
the Plan.

     8.12   Governing Law

     The law of the State of California will govern all matters relating to the
Plan except to the extent such law is superseded by the laws of the United
States or any other country.

                                       19