EXULT INC
EXHIBIT 10.38
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<TYPE>EX-10.38
<SEQUENCE>9
<FILENAME>a79997ex10-38.txt
<DESCRIPTION>EXHIBIT 10.38
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                                                                   EXHIBIT 10.38

                                 LOAN AGREEMENT

      This Loan Agreement (this "AGREEMENT") is made as of September 1, 2000
(the "EFFECTIVE DATE"), by and between Exult, Inc., a Delaware Corporation (the
"COMPANY") and Richard Jones ("JONES").

      A. The Company's subsidiary Exult Ltd and Jones have entered into that
certain employment letter (as amended from time to time, the "EMPLOYMENT
AGREEMENT") dated July 28, 2000, pursuant to which Jones is being employed by
Exult Ltd.

      B. In connection with Jones's employment with Exult Ltd, the Company
desires to provide a loan to Jones, and Jones desires to accept such loan, on
the terms set forth in this Agreement.

      Therefore, in consideration of the foregoing premises and the covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are acknowledged by the parties to this Agreement,
the Company and Jones agree as follows:

      1. MAXIMUM POTENTIAL BORROWING. Pursuant to the terms of this Agreement,
the Company will make loan funds available to Jones in the amount of up to
342,000 British pounds sterling (the "MAXIMUM POTENTIAL BORROWING" or "MPB").

      2. AVAILABLE FUNDS; DRAWS. The MPB will be made available by the Company
for borrowing by Jones in five tranches on the following dates (each a "TRANCHE
DATE"): the first tranche will become available concurrently with execution and
delivery of this Agreement; the second tranche will become available on January
1, 2001; the third tranche will become available on July 1, 2001; the fourth
tranche will become available on January 1, 2002; and the fifth tranche will
become available on July 1, 2002. The amount of the MPB that will become
available for borrowing on each Tranche Date will be one-fifth of the MPB. At
the time that portions of the MPB become available for borrowing by Jones
pursuant to this Section 2, such funds shall become "AVAILABLE FUNDS" for
purposes hereof. Subject to the terms and conditions of this Agreement, Jones
may borrow any or all of the Available Funds from time to time in one or more
installments (each such borrowing a "DRAW"), provided that Jones complies with
the terms and conditions of this Agreement. Draws may be effected by written
notice from Jones to the Company at least ten days before the date of the Draw.

      3. LOAN AMOUNT; INTEREST.

      (a) The "LOAN" under this Agreement will consist of all Draws together
with interest accrued thereon as provided by this Agreement. The Loan shall be
reduced from time to time by any amounts repaid to the Company by or on behalf
of Jones, including by application of any amounts otherwise payable by the
Company or any of its affiliates to Jones but withheld in satisfaction of
indebtedness of Jones hereunder. The Loan shall be increased from time to time
by any additional Draws made by Jones. Each Draw shall bear interest at a rate
of 6.25% per annum, compounded annually, or if higher, the "official rate" as
declared by UK Inland Revenue at the time of that Draw.
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      (b) The Company shall maintain reasonably adequate records reflecting the
balance of the Loan and all adjustments thereto as a result of additional Draws
or payments. Such records shall be dispositive of the amount of the Loan, absent
manifest error. Jones shall have the right to inspect such records upon
reasonable notice to the Company.

      4. LIMITATIONS AND CONDITIONS TO DRAWS. Jones may not draw any funds that
are not Available Funds, and the aggregate amount of all Draws at any time may
not exceed the total amount of the MPB that has become Available Funds as of
that time. Amounts previously borrowed may not be reborrowed, notwithstanding
prior repayment. At any time that Jones desires to draw Available Funds, Jones
must be an employee in good standing with Exult Ltd at such time and be in
compliance with all written policies put in place by the Company and Exult Ltd
from time to time (subject to provisions of the Employment Agreement that may
supersede those policies). Draws may be made only for purposes of funding
payments of income taxes payable by Jones. Jones shall sign a receipt in a form
reasonably satisfactory to the Company evidencing his receipt of each Draw.

      5. REPAYMENT OF LOAN. Subject to the limitations in connection with the
termination of Jones's employment with Exult Ltd set forth in Section 6 below,
Jones will be obligated to repay the Loan in four increments as follows:
one-fourth of the then outstanding Loan balance on January 30, 2002, one-third
of the then outstanding Loan balance on January 30, 2003, one-half of the then
outstanding Loan balance on January 30, 2004; and the balance of the then
outstanding Loan balance on January 30, 2005. Each such date is a "PAYMENT DATE"
for purposes hereof. On any Payment Date, Jones shall pay the portions of the
Loan outstanding for the longest period of time first. Jones may repay in full
or in part at any time and from time to time without premium or penalty,
provided that all payments made hereunder will first be applied to any accrued
and unpaid interest outstanding on the date of such payment. Jones may in his
discretion apply any amounts owed to him by the Company or any of its affiliates
by offset to reduce his indebtedness on the Loan.

      6. OBLIGATIONS IN CONNECTION WITH TERMINATION OF EMPLOYMENT.

      (a) If Jones resigns his employment, or if his employment is terminated by
the Company for misconduct or cause, or upon his disability (as such terms are
defined in the Employment Agreement or the Employment Handbook) or upon his
death, then (i) Jones may not make any further Draws and any rights Jones has to
receive any Available Funds not yet advanced shall be extinguished and of no
further force and effect, and (ii) all amounts drawn and not previously paid,
and accrued unpaid interest thereon, will be due and payable upon demand by the
Company.

      (b) If Jones's employment is terminated by the Company without cause or
misconduct, as such term is defined in the Employment Agreement or the
Employment Handbook, (i) all amounts drawn from Available Funds not previously
paid and accrued unpaid interest thereon will be due and payable on the first
anniversary of the date of termination of employment, and (ii) Jones may not
make any further Draws and any


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rights Jones has to receive any Available Funds not yet advanced shall be
extinguished and of no further force and effect.

      7. RECOURSE. Until repaid, the Loan shall be full recourse to Jones and
his estate and Jones shall be personally liable for all principal and interest
that may become payable pursuant to this Agreement. The Company may (but will
not be obligated to), without limiting other remedies, reduce any repayment
obligation Jones may incur by retaining amounts otherwise payable to Jones by
the Company or Exult Ltd or shares otherwise issuable to Jones valued at fair
market value on the date so issuable.

      8. TAXES. Jones shall be responsible for, and shall pay in compliance with
applicable law and without any assistance from the Company or any of its
affiliates, all taxes that may become due and payable to any taxing authority as
a result of or in connection with this Agreement or any transaction hereunder.
If the Company or any of its affiliates is required to withhold any amounts or
to make any tax payments in respect of consideration provided by the Company or
any of its affiliates, such amounts may be deducted from any amounts otherwise
payable by the Company or any of its affiliates to Jones. Jones has sought his
own advice regarding this Agreement and its tax and other consequences, and
acknowledges that the Company and its affiliates have not provided any tax or
other advice or representations concerning this Agreement or the transactions
hereunder.

      9. ASSIGNMENT. Jones may not transfer this Agreement or assign his rights
or obligations hereunder without the express written consent of the Company.
Subject to the foregoing, the rights and obligations of Jones and the Company
under this Agreement shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

      10. WAIVER. Diligence, presentment, protest, demand, dishonor, nonpayment,
and notice of every kind are waived by all makers, sureties, guarantors, and
endorsers of this Agreement, to the fullest extent permitted by applicable law.
To the fullest extent permitted by law, the defense of the statute of
limitations is waived by Jones. Notwithstanding the foregoing, the waiver by
either party of a breach of any provision of this Agreement shall not operate as
or be construed as a waiver of any later breach of that provision.

      11. REMEDIES. No delay or omission on the part of the Company or Jones in
exercising any right or remedy under this Agreement or applicable law will
operate as a waiver of such right or remedy or of any other right or remedy. No
single or partial exercise of any power under this Agreement or applicable law
will preclude other or further exercise thereof or the exercise of any other
power. All rights and remedies provided pursuant to this Agreement or by law
shall be cumulative, and no such right or remedy shall be exclusive of any
other. A party may pursue any one or more rights or remedies hereunder or may
seek damages or specific performance in the event of another party's breach
hereunder or may pursue any other remedy by law or equity, whether or not stated
in this Agreement.


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      12. AMENDMENT. No provision of this Agreement may be amended, waived or
modified except by written agreement of Jones and the Company, except that Jones
and any sureties or guarantors of the Loan consent to all extensions without
notice for any period or periods of time and to the acceptance of partial
payments before or after maturity, and to the acceptance, release, and
substitution of security, all without prejudice to the Company. The Company will
have the right to deal in any way, at any time, with Jones, or with any surety
or guarantor hereof, without notice to any other party, and to grant any such
party any extensions of time for payment of any of the indebtedness hereunder,
or to grant any other indulgences or forbearance whatsoever, without notice to
any other party and without in any way affecting the liability of any such
party.

      13. USURY. All agreements between Jones and the Company are expressly
limited so that in no contingency or event whatsoever, whether by reason of
advancement of the proceeds hereof, acceleration of maturity of the unpaid
principal balance hereof, or otherwise, will the amount paid or agreed to be
paid to the Company for the use, forbearance or detention of money exceed the
highest lawful rate permissible under applicable usury laws. If, from any
circumstances whatsoever, fulfillment of any provision of this Agreement or any
other agreement or guaranty securing this Agreement, at the time performance of
such provision is due, involves transcending the limit of validity prescribed by
law which a court of competent jurisdiction may deem applicable hereto, then the
obligation to be fulfilled will be reduced to the limit of such validity.
Furthermore, if, from any circumstances whatsoever, the Company ever receives as
interest an amount which would exceed the highest lawful rate, the amount which
would be excessive interest will be applied to the reduction of the unpaid
principal balance due hereunder and not to the payment of interest. This
provision controls every other provision of all agreements between Jones and the
Company.

      14. OTHER OBLIGATIONS. Performance under this Agreement is not intended
and is not to be construed as an accord and satisfaction or other release or
discharge of any obligations or indebtedness of Jones to the Company or any of
its affiliates not otherwise evidenced specifically.

      15. NOTICES. Any notices, demands or other communications required or
desired to be given by any party shall be in writing and shall be validly given
to another party if served either personally or if deposited with a reputable
delivery service, certified or registered, postage prepaid, return receipt
requested. If such notice, demand or other communication shall be served
personally, service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or other communication is given by
mail, such notice shall be conclusively deemed given forty-eight (48) hours
after the deposit thereof with a reputable delivery service guarantying delivery
within 48 hours mail addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:

         To the Company:   Exult, Inc.
                           4 Park Plaza, Suite 1000
                           Irvine, California  92614
                           Attention:  Chief Executive Officer
                           With a copy to:  General Counsel


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         To Jones:         Richard Jones
                           At his address of record as maintained in
                           the Company's employment files

Any party may change its address for the purpose of receiving notices, demands
and other communications by providing written notice to the other party in the
manner described in this paragraph.

      16. GOVERNING DOCUMENTS. This Agreement and the Employment Agreement
constitute the entire agreement and understanding of the Company and Jones with
respect to the subject matter hereof and supersedes all prior and
contemporaneous written or verbal agreements and understandings between Jones
and the Company relating to such subject matter. This Agreement may only be
amended by written instrument signed by Jones and an authorized officer of the
Company. Any and all prior agreements, understandings or representations
relating to the transactions contemplated herein are terminated and cancelled in
their entirety and are of no further force or effect.

      17. GOVERNING LAW; SEVERABILITY. The provisions of this Agreement will be
construed and interpreted under the laws of the State of California applicable
to agreements executed and to be wholly performed within the State of
California. If any provision of this Agreement as applied to any party or to any
circumstance is adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the invalidity of that provision shall in no way
affect (to the maximum extent permissible by law) the application of such
provision under circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the enforceability or
invalidity of this Agreement as a whole. If any provision of this Agreement
becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by
reason of the scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to applicable law so
as to be valid and enforceable or, if such provision cannot be so amended
without materially altering the intention of the parties, then such provision
will be stricken and the remainder of this Agreement shall continue in full
force and effect.

      18. VENUE; WAIVER. Any and all actions that arise in connection with this
Agreement or the Loan shall be brought in the appropriate Federal or State court
located in Orange County California. JONES WAIVES THE RIGHT TO A TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, AND ANY RIGHT JONES MAY HAVE TO ASSERT THE DOCTRINE OF
FORUM NON-CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT HEREUNDER.


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      19. COUNTERPARTS. This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the Effective Date.


                                        EXULT, INC.


                                        By:
------------------------------------       -------------------------------------
  RICHARD H. JONES                         Name:  James C. Madden, V
                                           Title: Chief Executive Officer


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