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                                                                   EXHIBIT 10.16

                                   EXULT, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

      The following constitutes the provisions of the Exult, Inc. 2000 Employee
Stock Purchase Plan (the "PLAN").

1.    PURPOSE.

      The purpose of the Plan is to maintain competitive equity compensation
programs and to provide employees of Exult, Inc. (the "COMPANY") and its
subsidiaries with an opportunity and incentive to acquire a proprietary interest
in the Company through the purchase of the Company's Common Stock, thereby more
closely aligning the interests of the Company's employees and stockholders. 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 ("SECTION 423"). Accordingly, the provisions of the Plan shall be
construed to extend and limit participation consistent with the requirements of
Section 423.

2.    DEFINITIONS.

      Capitalized terms used in this Plan and not otherwise defined have the
meanings set forth below.

      "ADMINISTRATOR" means the Committee, or the Board if the Board asserts
administrative authority over the Plan pursuant to Section 12.

      "BOARD" means the Board of Directors of the Company.

      "CHANGE IN CONTROL" means a change in ownership of the Company pursuant to
any of the following transactions:

            (i) a stockholder-approved merger or consolidation in which
      securities possessing more than fifty percent (50%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from the persons holding those securities
      immediately prior to such transaction, or

            (ii) a stockholder-approved sale, transfer or other disposition of
      all or substantially all of the assets of the Company, other than in the
      ordinary course of business, or

            (iii) the acquisition, directly or indirectly, by a person or
      related group of persons (other than the Company or a person that directly
      or indirectly controls, is controlled by or is under common control with
      the Company) of beneficial ownership (within the meaning of Rule 13d-3 of
      the Securities Exchange Act of 1934) of securities possessing more than
      fifty percent (50%) of the total combined voting power of the Company's
      outstanding securities pursuant to a tender or exchange offer made
      directly to the Company's stockholders.

      "CODE" means the Internal Revenue Code of 1986, as amended.
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      "COMMITTEE" means a committee of members of the Board meeting the
qualifications described in Section 12 and appointed by the Board to administer
the Plan.

      "COMMON STOCK" means the Common Stock of the Company.

      "COMPENSATION" means the total cash earnings of a participant. Total cash
earnings shall include (i) the regular base salary paid to a participant by one
or more Participating Companies during such individual's period of participation
in one or more Purchase Periods under the Plan plus (ii) all overtime payments,
bonuses, commissions, profit-sharing distributions or other incentive-type
payments received during such period. Such cash earnings shall be calculated
before deduction of (A) any income or employment tax withholdings or (B) any
contributions made by the participant to any Code Section 401(k) salary deferral
plan or any Code Section 125 cafeteria benefit program now or hereafter
established by the Company. However, cash earnings shall NOT include any
contributions made by the Company or any Subsidiary on the participant's behalf
to any employee benefit or welfare plan now or hereafter established (other than
Code Section 401(k) or Code Section 125 contributions deducted from such cash
earnings).

      "EFFECTIVE DATE" has the meaning specified in Section 14.

      "EMPLOYEE" means any individual employed by the Company or any other
Participating Company on a basis under which he or she is expected to work for
more than 20 hours per week or more than five calendar months per year for
earnings considered wages under Code Section 3401 (a). For purposes of the Plan,
the employment relationship shall be treated as continuing while the individual
is on sick leave or other leave of absence approved by the employer, except that
when 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.

      "ENROLLMENT DATE" means the first day of each Purchase Period, i.e. each
January 1 and July 1 for the duration of the Plan.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "EXERCISE DATE" means the last day of each Purchase Period, i.e. June 30
and December 31, as applicable for the duration of the Plan.

      "FAIR MARKET VALUE" of the Common Stock as of the date of any
determination thereof means the value of Common Stock determined as follows:

            (i) If the Common Stock is listed on any established stock exchange
      or trades on the Nasdaq National Market, its Fair Market Value shall be
      the most recent closing sales price for such stock (or the closing bid, if
      no sales were reported), as quoted on such exchange or system (or the
      exchange or system with the greatest volume of trading in the Common
      Stock) as of the date of such determination as reported in the Wall Street
      Journal or such other source as the Administrator deems reliable; or

            (ii) If the Common Stock is quoted on the Nasdaq Stock Market (but
      not on the Nasdaq National Market) or is regularly quoted by a recognized
      securities dealer but selling prices are not reported, its Fair Market
      Value shall be the mean between the high and low asked prices for the
      Common Stock on the date of such determination (or, if


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      such date is not a Trading Day, then on the next preceding Trading Day),
      as reported in the Wall Street Journal or such other source as the
      Administrator deems reliable; or

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

      "OPTION" means the option granted to each participant pursuant to Section
4 upon enrollment in the Plan.

      "PARTICIPATING COMPANIES"" mean the Company and such Subsidiaries as may
be authorized from time to time by the Administrator to allow their Employees to
participate in the Plan.

      "PERIODIC EXERCISE LIMIT" has the meaning set forth in Section 4(a).

      "PLAN ACCOUNT" means an account maintained by the Company for each
participant in the Plan, to which are added the payroll deductions made for such
participant pursuant to Section 5 and from which are deducted amounts paid for
the purchase of shares upon exercise of such participant's Options pursuant to
Section 6.

      "PURCHASE PERIOD" means each period of January 1 to June 30 and July 1 to
December 31 during the term of the Plan. The Administrator shall have the power
to change the duration of Purchase Periods without stockholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Purchase Period to be affected.

      "PURCHASE PRICE" on any Exercise Date means an amount equal to 85% of the
lower of (i) the Fair Market Value of a share of Common Stock on that Exercise
Date or (ii) the Fair Market Value of a share of Common Stock on the Enrollment
Date for the Purchase Period ending on that Exercise Date.

      "RESERVES" means the number of shares of Common Stock covered by each
Option 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
Option.

      "STOCK PLAN MANAGER" means the person and/or entity designated by the
Company from time to time to accept notices, process subscriptions, terminations
and changes, and perform other tasks related to administration of the Plan.

      "SUBSIDIARY" has the meaning as set forth under ss. 424(f) of the Code.

      "TRADING DAY" means a day on which national stock exchanges and the Nasdaq
National Market (or other market or exchange upon which the Common Stock
principally trades) is open for trading.

3.    PURCHASE PERIODS AND PARTICIPATION.

      The Plan shall be implemented through a series of consecutive Purchase
Periods. An Employee may enroll in the Plan by delivering an enrollment form in
the form of Exhibit A hereto to the Stock Plan Manager. Each enrollment form
shall take effect, and the Employee submitting the enrollment form shall be a
Plan participant, as of the next


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Enrollment Date occurring at least ten days after the filing of such enrollment
form with the Stock Plan Manager. An enrollment form in effect for a Plan
participant (as such enrollment form may be changed pursuant to Section 5) shall
continue in effect for all Purchase Periods beginning with the effectiveness of
the enrollment form if the participant remains an Employee and has not withdrawn
pursuant to Section 7.

4.    OPTIONS.

      (a) Grants. On the Enrollment Date for each Purchase Period, each Employee
enrolled in such Purchase Period shall be granted an Option to purchase on the
Exercise Date at the end of that Purchase Period (at the applicable Purchase
Price) up to that number of shares of Common Stock determined by dividing
$12,500 by the Fair Market Value of a share of Common Stock as of the opening of
business on the Enrollment Date (such number of shares being the "PERIODIC
EXERCISE LIMIT"). Each Option shall expire immediately after the Exercise Date
at the end of that Purchase Period for which the Option was granted.

      (b) Grant Limitations. Any provisions of the Plan to the contrary
notwithstanding, no participant shall be granted an Option under the Plan:

            (i) if, immediately after the grant, such participant (or any other
      person whose stock would be attributed to such Employee pursuant to
      Section 424(d) of the Code) would own stock and/or hold outstanding
      options to purchase stock possessing five percent (5%) or more of the
      total combined voting power or value of all classes of stock of the
      Company or of any Subsidiary; or

            (ii) which permits such participant's rights to purchase stock under
      all employee stock purchase plans of the Company and its Subsidiaries to
      accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) worth
      of stock (determined at the Fair Market Value of the shares at the time
      such Options are granted) in any calendar year.

      (c) No Rights in Respect of Underlying Stock. The participant will have no
interest or voting right in shares covered by an Option until such Option has
been exercised.

5.    PAYROLL DEDUCTIONS.

      (a) Participant Designations. The enrollment form applicable to a Purchase
Period shall designate payroll deductions to be made on an after-tax basis on
each payday during the Purchase Period as a whole number percentage not
exceeding ten percent (10%) of such Employee's Compensation for the pay period
corresponding to such payday.

      (b) Plan Account Balances. The Company shall make payroll deductions as
specified in each participant's enrollment form on each payday during the
Purchase Period and add such payroll deductions to such participant's Plan
Account. A participant may not make any additional payments into such Plan
Account. No interest will accrue on any payroll deductions. 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.


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      (c) Participant Changes. A participant may discontinue his or her
participation in the Plan as provided in Section 7. A participant may increase
or decrease his or her rate of payroll deductions by filing with the Stock Plan
Manager a new enrollment form authorizing the change. Such change shall become
effective as of the Enrollment Date for the first Purchase Period beginning at
least ten days after the filing of the new enrollment form with the Stock Plan
Manager.

      (d) Decreases. Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 4(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during any
Purchase Period that is scheduled to end during a calendar year (the "CURRENT
PURCHASE PERIOD") when the aggregate of all payroll deductions previously used
to purchase stock under the Plan in a prior Purchase Period which ended during
that calendar year plus all payroll deductions accumulated with respect to the
Current Purchase Period equal $21,250. Payroll deductions shall recommence at
the rate provided in such participant's enrollment form at the beginning of the
first Purchase Period that is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 7.

      (e) Tax Obligations. At the time of each exercise of a participant's
Option, and at the time any Common Stock issued under the Plan to a participant
is disposed of, the participant must adequately provide for the Company's
federal, state, or other tax withholding obligations, if any, that 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 benefit attributable to sale or early disposition of
Common Stock by the Employee.

      (f) Statements of Account. The Company shall maintain each participant's
Plan Account and shall give each Plan participant a statement of account at
least annually. Such statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any, for the period covered.

6.    EXERCISE OF OPTIONS.

      (a) Automatic Exercise on Exercise Dates. Unless a participant withdraws
as provided in Section 7, his or her Option for a Purchase Period will be
exercised automatically on the Exercise Date at the end of that Purchase Period
for the maximum number of shares of Common Stock, including fractional shares,
that can then be purchased at the applicable Purchase Price with the payroll
deductions (including deductions from a payday coincident with the Exercise
Date) accumulated in such participant's Plan Account and not yet applied to the
purchase of shares under the Plan, subject to the Periodic Exercise Limit.
During a participant's lifetime, a participant's Options to purchase shares
hereunder are exercisable only by the participant.

      (b) Delivery of Shares. As promptly as practicable after each Exercise
Date on which a purchase of shares occurs, the Company shall arrange the
issuance of the shares purchased on behalf of each Participant whose Option is
exercised at that time. The Company may deliver a stock certificate for the
purchased shares or arrange a book entry transfer representing the shares,
provided that the Company may in its discretion hold fractional shares for the
accounts of the participants pending aggregation to whole shares.


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Shares purchased under the Plan may be issued to the participant or the
participant and his or her spouse or a trust designated by the participant in
which the employee and his or her spouse are the sole trustees and
beneficiaries.

      (c) Compliance with Law. 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 comply with all applicable provisions of law, domestic
or foreign, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange or market system upon which the shares
may then be listed or traded, 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 participant for whom an
Option is exercised 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. Shares issued upon purchase under the Plan may be
subject to such transfer restrictions and stop-transfer instructions as the
Administrator deems appropriate.

      (d) Excess Plan Account Balances. If, due to application of the Periodic
Exercise Limit, there remains in a participant's Plan Account immediately
following exercise of such participant's Option on an Exercise Date any cash
accumulated prior to such Exercise Date and not applied to the purchase of
shares under the Plan, such cash shall promptly be returned to the participant.

7.    VOLUNTARY WITHDRAWAL; TERMINATION OF EMPLOYMENT.

      (a) Voluntary Withdrawal. A participant may withdraw from a Purchase
Period, at any time on or before the fifth business day before the Exercise Date
for that Purchase Period, by giving written notice to the Stock Plan Manager in
the form of Exhibit B hereto or in such other form and according to the
procedures specified by the Stock Plan Manager from time to time. Such
withdrawal shall be effective five business days after receipt by the Stock Plan
Manager of notice thereof. On or promptly following the effective date of any
withdrawal, all (but not less than all) of the withdrawing participant's payroll
deductions added to his or her Plan Account and not yet applied to the purchase
of shares under the Plan will be paid to such participant, and on the effective
date of such withdrawal such participant's Option for the Purchase Period will
be automatically terminated, and no further payroll deductions for the purchase
of shares will be made during the Purchase Period. If a participant withdraws
from a Purchase Period, payroll deductions will not resume at the beginning of
any succeeding Purchase Period unless the participant delivers to the Company a
new enrollment form with respect thereto.

      (b) Termination of Employment. Promptly after a participant's ceasing to
be an Employee for any reason the payroll deductions added to such participant's
Plan Account and not yet applied to the purchase of shares under the Plan will
be returned to such participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 9, and such participant's
Option will be automatically terminated, provided that, if the Company does not
learn of such death more than five (5) business days prior to an Exercise Date,
payroll deductions added to such participant's Plan account may be applied to
the purchase of shares under the Plan on such Exercise Date.


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8.    TRANSFERABILITY.

      Neither payroll deductions added to a participant's Plan 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 by the
participant in any way other than by will, the laws of descent and distribution
or as provided in Section 9 hereof. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the
Administrator may treat such act as an election to withdraw from a Purchase
Period in accordance with Section 7.

9.    DESIGNATION OF BENEFICIARY.

      A participant may file a written designation of a beneficiary who is to
receive any cash from the participant's Plan Account in the event of such
participant's death and any shares purchased for the participant upon exercise
of his or her Option but not yet issued. If a participant is married and the
designated beneficiary is not the spouse, spousal consent may be required for
such designation to be effective. A designation of beneficiary may be changed by
a participant at any time by written notice to the Stock Plan Manager. 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.

10.   STOCK.

      The maximum number of shares of the Company's Common Stock that shall be
made available for sale under the Plan and any other employee stock purchase
plans maintained by the Company from time to time shall be 2,000,000 shares,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 11. Any sales of shares of the Company's Common Stock under other
employee stock purchase plans maintained by the Company from time to time will
reduce, on a share-for-share basis, the number of shares remaining available for
sale under this Plan. If on a given Enrollment Date or Exercise Date the number
of shares with respect to which Options are to be granted or exercised exceeds
the number of shares then available under the Plan, the Administrator 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. Shares of Common Stock subject to unexercised Options that expire,
terminate or are cancelled will again become available for the grant of further
Options under the Plan.

11.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
      SALE.

      (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves as well as the Purchase Price,
Periodic Exercise Limit, and other characteristics of the Options, shall be
appropriately and proportionately adjusted for any increase or decrease or
exchange in the issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, exchange or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by the


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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 Administrator, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issue 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. The
Administrator may, if it so determines in the exercise of its sole discretion,
provide for adjusting the Reserves, as well as the Purchase Price, Periodic
Exercise Limit, and other characteristics of the Options, in the event the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock.

      (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, all pending Purchase Periods will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Administrator, and all Plan Account balances will be paid to
participants as appropriate consistent with applicable law.

      (c) Change in Control. Each outstanding Option shall automatically be
exercised, immediately prior to any Change in Control, by applying the payroll
deductions of each participant for the Purchase Period in which such Change in
Control occurs to the purchase of whole shares of Common Stock at a purchase
price per share equal to eighty-five percent (85%) of the lower of (i) the Fair
Market Value per share of Common Stock on the Enrollment Date of the Purchase
Period in which such Change in Control occurs or (ii) the Fair Market Value per
share of Common Stock immediately prior to such Change in Control. However, the
applicable Periodic Exercise Limit per participant shall continue to apply to
any such purchase.

      The Company shall use its best efforts to provide at least ten (10) days'
prior written notice of the occurrence of any Change in Control, and the
participants shall, following the receipt of such notice, have the right to
withdraw from the Purchase Period prior to the Change in Control.

12.   ADMINISTRATION.

      The Plan shall be administered by the Committee, which shall have the
authority to construe, interpret and apply the terms of the Plan and any
agreements defining the rights and obligations of the Company and participants
under the Plan, to prescribe, amend, and rescind rules and regulations relating
to the Plan, to determine eligibility and to adjudicate all disputed claims
filed under the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Administrator may, in its
discretion, delegate ministerial responsibilities under the Plan to the Company.
Every finding, decision and determination made by the Committee shall, to the
full extent permitted by law, be final and binding upon all parties. Any action
of the Committee shall be taken pursuant to a majority vote or by the unanimous
written consent of its members. The Committee shall be constituted so as to
comply with or preserve the qualifications of the Plan under Section 423, and
any other applicable law or regulation, as appropriate. The Board may from time
to time in its discretion exercise any responsibilities or authority allocated
to the Committee under the Plan. No member of the Committee or any designee
thereof will be liable for any action or determination made in good faith with
respect to the Plan or any transaction arising under the Plan.


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13.   AMENDMENT OR TERMINATION.

      (a) Administrator's Discretion. The Administrator may, at any time and for
any reason, terminate or amend the Plan. Except as provided in Section 11, no
such termination can affect Options previously granted, provided that a Purchase
Period may be terminated by the Administrator on or before its Exercise Date if
the Administrator determines that such termination is in the best interests of
the Company and its stockholders. Except as provided herein, no amendment may
make any change in any Option theretofore granted that adversely affects the
rights of any participant. To the extent necessary to comply with and qualify
under Section 423 and any successor rule or provision and any other applicable
law or regulation, the Administrator shall obtain stockholder approval of
amendments to the Plan in such a manner and to such a degree as required.

      (b) Administrative Modifications. Without stockholder consent (except as
specifically required by applicable law or regulation) and without regard to
whether any participant rights may be considered to have been "adversely
affected," the Administrator shall be entitled to amend the Plan to the extent
necessary to comply with and qualify under Section 423 and any successor rule or
provision and any other applicable law or regulation, change the Purchase
Periods, impose, increase or reduce any requirement that shares of Common Stock
purchased upon exercise of Options be held prior to transfer, change the
frequency and/or number of permitted changes in payroll deductions during
Purchase Periods, 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 to adjust for delays or mistakes in the
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
Administrator determines in its sole discretion to be advisable and which are
consistent with the Plan.

14.   TERM OF PLAN.

      The Plan shall become effective on July 1, 2000 (the "EFFECTIVE DATE"),
provided that the Plan has been approved by the stockholders of the Company
before such date. After becoming effective, the Plan shall continue in effect
for a term of twenty (20) years unless sooner terminated pursuant to the terms
of the Plan.

15.   MISCELLANEOUS.

      (a) 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.

      (b) Other Participating Companies. The Administrator may from time to time
in its discretion allow the Employees of one or more Subsidiaries to participate
in the Plan upon the same terms and conditions, and subject to the same
limitations and restrictions, as the Employees of the Company who are at the
time participating in the Plan.

      (c) No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of an employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to


                                       9
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continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an employee's employment at any time.

      (d) Applicable Law. The laws of the State of California shall govern all
matters relating to the Plan, except to the extent (if any) superseded by the
laws of the United States.

      (e) Headings. Headings used herein are for convenience of reference only
and do not affect the meaning or interpretation of the Plan.


                                       10
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                                    EXHIBIT A

                                   EXULT, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                                 ENROLLMENT FORM

_____ Original Application

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary/Beneficiaries

By signing this Enrollment Form for the Exult, Inc. Employee Stock Purchase
Plan, I agree to the following statements, terms and conditions:

1.    I elect to participate in the Exult, Inc. Employee Stock Purchase Plan
      (and in successive purchase periods under the Plan), and subscribe to
      purchase shares of common stock of Exult, Inc. in accordance with the
      terms of this Enrollment Form and the Plan.

2.    I have specified a percentage below and I authorize Exult to deduct that
      percentage of my Compensation from each of my paychecks on an after-tax
      basis. I understand that these deductions will continue as long as I am a
      participant in the Plan.

3.    I understand that Exult will accumulate my payroll deductions and that if
      I do not withdraw from the Plan on or before the fifth business day before
      the exercise date for a purchase period, Exult will automatically use my
      accumulated payroll deductions to purchase shares of Exult, Inc. common
      stock on the last day of that purchase period.

4.    I understand a copy of the complete Plan is available to me on the Exult
      internal website and agree to be bound by its terms. I understand that my
      participation in the Plan is in all respects subject to my eligibility and
      other terms of the Plan. I also understand that, in case of any
      inconsistency between this Enrollment Form and the Plan, the Plan shall
      govern.

TO SUBSCRIBE, PLEASE COMPLETE ALL OF THE FOLLOWING:

- Circle the applicable Enrollment Date:        January 1         July 1
     (This form must be received by Exult Employee Benefits at least 10 days
     before the date you circle. Follow instructions at the end of the next
     page. )

- Percentage amount of my Compensation to be deducted from each paycheck:
     (Circle one - must be a whole percentage, not to exceed 10%.)

                        0  1  2  3  4  5  6  7  8  9  10

- Shares purchased for me under the plan are to be issued in the following name:

-------------------------------------------
(Note: Shares may be issued only in the name(s) of the employee or the employee
and his or her spouse or any trust in which the employee and his or her spouse
are the sole trustees and beneficiaries.)

I UNDERSTAND THAT THIS ENROLLMENT FORM SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE PURCHASE PERIODS UNLESS TERMINATED BY ME.

---------------------------------    ----------------------------      ---------
Employee's Signature                 Printed Name                      Date


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<PAGE>
                             BENEFICIARY DESIGNATION

         In the event of my death, I hereby designate the following as my
beneficiary/beneficiaries to receive (in proportion to the percentages listed
below) all payments and shares due me under the Plan. (If necessary, use
additional sheets to add beneficiaries.):

                  Beneficiary name: (Please print):

                  ______________________________________________________________
                         (First)        (Middle)                (Last)

                  Beneficiary Address

                  ______________________________________________________________

                  ______________________________________________________________


                  Relationship:  _________________      Percentage: ________%


                  Beneficiary name: (Please print)


                  ______________________________________________________________
                         (First)        (Middle)                (Last)

                  Beneficiary Address

                  ______________________________________________________________

                  ______________________________________________________________

                  Relationship:  _________________      Percentage: ________%


_________________________________________       ________________________________
Employee's Signature                            Date

________________________________________________________________________________
Employee's Name Printed                        Employee's Social Security Number

_______________________________________
Spouse's Signature (if you've listed a beneficiary or beneficiaries other than
your spouse

Employee's Address:
                                ________________________________________

                                ________________________________________


FAX THIS ENROLLMENT FORM (PAGE 1 AND PAGE 2) TO THE EXULT EMPLOYEE BENEFITS
DEPARTMENT: (281) 298-0564

RETAIN THIS ORIGINAL COPY AND YOUR FAX CONFIRMATION FOR YOUR RECORDS.


                                       2
<PAGE>
                                    EXHIBIT B

                          EMPLOYEE STOCK PURCHASE PLAN

                                 WITHDRAWAL FORM

Instructions: Complete and fax to Employee Benefits (281) 298-0564, retain this
form and your fax transmittal for your records.


      I hereby elect to withdraw from the Purchase Period. I understand that:

      -     Employee Benefits must receive this form at least five or more
            business days before the purchase date (January 1 or July 1) in
            order to withdraw during the current purchase period.

      -     My withdrawal from participation will be effective five business
            days after receipt of this form by Employee Benefits.

      -     On or following the effective date of withdrawal from participation,
            all payroll deductions for the purchase period will be refunded to
            me as soon as administratively possible through the normal payroll
            process. No further payroll deductions will be taken to purchase
            shares during the purchase period.

      -     I must submit a new enrollment form to begin participation again and
            the form must be received at least 10 days prior to a succeeding
            purchase period.


_________________________________________      _________________________________
Employee's Signature                           Employee's Social Security Number

_________________________________________      _________________________________
Employee's Signature                           Date