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EXHIBIT 4.1    
    


1994 Employee Stock Purchase Plan  






COPART, INC.  


 1994 EMPLOYEE STOCK PURCHASE PLAN  


 (AS AMENDED DECEMBER 8, 2003)  


        The following constitute the provisions of the 1994 Employee Stock Purchase Plan of Copart, Inc. 



        1.    Purpose.    The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with
an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code. 


        2.    Definitions.    



        (a)   "Board" shall mean the Board of Directors of the Company. 


        (b)   "Code" shall mean the Internal Revenue Code of 1986, as amended. 


        (c)   "Common Stock" shall mean the Common Stock of the Company. 



        (d)   "Company" shall mean Copart, Inc. and any Designated Subsidiary of the Company. 


        (e)   "Compensation" shall mean all base straight time gross earnings and sales commissions, exclusive of payments for
overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. 


        (f)    "Designated Subsidiaries" shall mean the Subsidiaries which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan. 


        (g)   "Employee" shall mean any individual who is an employee of the Company or any Designated Subsidiary for tax purposes
whose customary employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year, and who has completed 90 days of continuous
employment with the Company prior to a given Enrollment Date. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave. 


        (h)   "Enrollment Date" shall mean the first day of each Offering Period. 


        (i)    "Exercise Date" shall mean the last day of each Offering Period. 



        (j)    "Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows: 



        (1)   If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sale price for the Common Stock (or the mean of the closing bid and
asked prices, if no sales were reported), as quoted on such exchange (or the exchange with the greatest volume of trading in Common Stock) or system on the date of such determination, as reported in
The Wall Street Journal or such other source as the Board deems reliable; provided, however that for the first Offering Period, Fair Market Value shall mean the price at which the Company's Common
Stock is initially offered to the public, or; 


        (2)   If
the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked 







 





prices
for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or 


        (3)   In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. 




        (k)   "Offering Period" shall mean a period of approximately six (6) months, commencing on the first Trading Day on or
after July 1 and terminating on the last Trading Day in the period ending the following December 31, or commencing on the first Trading Day on or after January 1 and terminating
on the last Trading Day in the period ending the following June 30, during which an option granted pursuant to the Plan may be exercised. The duration of Offering Periods may be changed
pursuant to Section 4 of this Plan. 


        (l)    "Parent" shall mean a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


        (m)  "Plan" shall mean this 1994 Employee Stock Purchase Plan. 


        (n)   "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price during the first Offering Period shall not be less than the price at which the Company's Common Stock is
initially offered to the public. 


        (o)   "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been
exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. 


        (p)   "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by
the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 


        (q)   "Trading Day" shall mean a day on which national stock exchanges and the NASDAQ System are open for trading. 




        3.    Eligibility.    



        (a)   Any
Employee (as defined in Section 2(g)), who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan. 


        (b)   Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent, immediately after the grant,
such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding
options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the
Company, or (ii) to the extent his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is
outstanding at any time. 




        4.    Offering Periods.    The Plan shall be implemented by consecutive Offering Periods with a new Offering Period
commencing on the first Trading Day on or after July 1 and January 1 each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 19 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without
shareholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. 


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        5.    Participation.    



        (a)   An
eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this
Plan and filing it with the Company's Personnel Administrator at its principal executive offices prior to the applicable Enrollment Date. 


        (b)   Payroll
deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which
such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. 




        6.    Payroll Deductions.    



        (a)   At
the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an
amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period. 



        (b)   All
payroll deductions made for a participant shall be credited to his or her account under the Plan and will be withheld in whole percentages only. A participant may
not make any additional payments into such account. 


        (c)   A
participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll
deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the
number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company's
receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section 10 hereof. 


        (d)   Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll
deductions may be decreased to 0% at such time during any Offering Period which is scheduled to end during the current calendar year (the "Current Offering Period") that the aggregate of all payroll
deductions which were previously used to purchase stock under the Plan in a prior Offering Period which ended during that calendar year plus all payroll deductions accumulated with respect to the
Current Offering Period equal $21,250. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof. 


        (e)   At
the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant
must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any
time, the Company may, but will not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 




        7.    Grant of Option.    On the Enrollment Date of each Offering Period, each eligible Employee participating in such
Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's 


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Common
Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable
Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Offering Period more than a number of Shares determined by dividing $12,500 by the Fair Market Value of
a share of the Company's Common Stock on the Enrollment Date, and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the
option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof, and shall expire on the last day of the Offering Period. 



        8.    Exercise of Option.    Unless a participant withdraws from the Plan as provided in Section 10 hereof, his
or her option for the purchase of shares will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares will be purchased; any payroll deductions accumulated in a participant's account which are
not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her. 


        9.    Delivery.    As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the
Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option. 


        10.    Withdrawal; Termination of Employment.    



        (a)   A
participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan
at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant's payroll deductions credited to his or her account will be paid to such
participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement. 


        (b)   Upon
a participant's ceasing to be an Employee (as defined in Section 2(g) hereof), for any reason, he or she will 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 will be returned to such participant or, in the case of his or
her death, to the person or persons entitled thereto under Section 14 hereof, and such participant's option will be automatically terminated. 


        (c)   A
participant's withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted
by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 




        11.    Interest.    No interest shall accrue on the payroll deductions of a participant in the Plan. 


        12.    Stock.    



        (a)   The
maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 2,500,000 shares, subject to adjustment upon
changes in capitalization of the Company as provided in Section 18 hereof. If on a given Exercise Date the 



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number
of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. 



        (b)   The
participant will have no interest or voting right in shares covered by his option until such option has been exercised. 


        (c)   Shares
to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse. 




        13.    Administration.    The Plan shall be administered by the Board or a committee of members of the Board appointed
by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties. 


        14.    Designation of Beneficiary.    



        (a)   A
participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan 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 shares and cash. In addition, a participant may
file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If
a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. 


        (b)   Such
designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, 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 Company, then to such other person as the Company may designate. 




        15.    Transferability.    Neither payroll deductions credited to a participant's account nor any rights with regard
to the exercise of an option or to receive shares 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 in Section 14 hereof) by the participant. Any such attempt at assignment, transfer, 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 Section 10 hereof. 


        16.    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.    Reports.    Individual accounts will be maintained for each participant in the Plan. Statements of account will
be given to participating Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash
balance, if any. 


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        18.    Adjustments Upon Changes in Capitalization.    



        (a)    Changes in Capitalization.    Subject to any required action by the shareholders of the Company, the Reserves
as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option. 


        (b)    Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. 



        (c)    Merger or Asset Sale.    In the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period
then in progress by setting a new Exercise Date (the "New Exercise Date") or to cancel each outstanding right to purchase and refund all sums collected from participants during the Offering Period
then in progress. If the Board shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for his option has been changed to the New Exercise Date and that his option will be exercised
automatically on the New Exercise Date, unless prior to such date he has withdrawn from the Offering Period as provided in Section 10 hereof. For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of option stock subject to the option immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of Common Stock for each share of
Common Stock held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in
Section 424(e) of the Code), the Board may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of
the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock and the sale of assets or merger. 




        The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each
outstanding option, in the event the Company effects one or more reorganizations, recapitalization, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in
the event of the Company being consolidated with or merged into any other corporation. 


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        19.    Amendment or Termination.    



        (a)   The
Board of Directors of the Company may at any time and for any reason terminate, suspend or amend the Plan. Except as provided in Section 18 hereof, no such
termination or suspension can affect options previously granted, provided that an Offering Period may be terminated or suspended by the Board of Directors on any Exercise Date if the Board determines
that the termination or suspension of the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 18 hereof or this Section 19, no amendment may
make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Rule 16b-3 or under
Section 423 of the Code (or any successor rule or provision or any other applicable law or regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and
to such a degree as required. 


        (b)   Without
shareholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall
be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for
each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its
sole discretion advisable which are consistent with the Plan. 


        (c)   In
the event the Board of Directors determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its
discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 



        (1)   altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; 


        (2)   shortening
any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and 


        (3)   allocating
shares. 





Such
modifications or amendments shall not require stockholder approval or the consent of any Plan participants. 


        20.    Notices.    All notices or other communications by a participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 



        21.    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 pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 



        As
a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law. 


        22.    Term of Plan.    The Plan shall become effective upon the earlier to occur of its adoption by the Board of
Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of twenty (20) years unless sooner terminated under Section 19 hereof. 


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Exhibit A  


COPART, INC.  


 1994 EMPLOYEE STOCK PURCHASE PLAN  


 SUBSCRIPTION AGREEMENT  



	 	Original Application	 	Enrollment Date:	 
	
	 	 	 	

	 	Change in Payroll Deduction Rate	 	 	 
	
	 	 	 	 
	 	Change of Beneficiary(ies)	 	 	 
	
	 	 	 	 




	1.
	                                        
        hereby
elects to participate in the Copart, Inc. 1994 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.



	2.
	I
hereby authorize payroll deductions from each paycheck in the amount of    % (not to exceed 10%) of my Compensation on each payday during the Offering Period in accordance
with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)



	3.
	I
understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee
Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.



	4.
	I
have received a copy of the complete "Employee Stock Purchase Plan." I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of
the Plan. I understand that the grant of the option by the Company under this Subscription Agreement is subject to obtaining shareholder approval of the Employee Stock Purchase Plan.



	5.
	Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse Only)
:                        



	6.
	I
understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I
purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value
of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days
after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon disposition of the Common
Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding
necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration
of the two-year holding period, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income
will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase
price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition
will be taxed as capital gain. 





 
	7.
	I
hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the
Employee Stock Purchase Plan.



	8.
	In
the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan: 






	NAME: (Please print)	 	 
	 	 	
 (First)                   (Middle)
                   (Last)
	

 	
 	

 
	
 Relationship	 	

	

 	
 	

 
	 	 	
 (Address)
	

 	
 	

 
	NAME: (Please print)	 	 
	 	 	
 (First)                   (Middle)
                   (Last)
	

 	
 	

 
	
 Relationship	 	

	

 	
 	

 
	 	 	
 (Address)




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	Employee's Social

Security Number:	 	 
	 	 	

	

Employee's Address:	
 	

 
	 	 	

	

 	
 	

 
	 	 	

	

 	
 	

 
	 	 	






I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. 



	Dated:	 	 	 
	 	
	 	
 Signature of Employee
	

 	

 	
 	

 
	

 	

 	
 	

 
	 	 	 	
 Spouse's Signature (If beneficiary

other than spouse)
	 	 	 	 




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Exhibit B  


COPART, INC.  


 1994 EMPLOYEE STOCK PURCHASE PLAN  


 NOTICE OF WITHDRAWAL  


        The undersigned participant in the Offering Period of the Copart, Inc. 1994 Employee Stock Purchase Plan which began
on                                ,
        (the "Enrollment Date") hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly
as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period
will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 



	 	 	Name and Address of Participant:
	

 	
 	

 	

 
	 	 	

	

 	
 	

 	

 
	 	 	

	

 	
 	

 	

 
	 	 	

	

 	
 	

 	

 
	 	 	Signature:
	

 	
 	

 	

 
	 	 	

	

 	
 	

 	

 
	 	 	Date:	 
	 	 	 	

	 	 	 	 











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EXHIBIT 4.1