EXULT INC
EXHIBIT 10.28
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>9
<FILENAME>a70658ex10-28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.28

        THE SECURITIES REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK
        ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
        OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE,
        TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL
        REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OF ANY APPLICABLE
        STATE OR OTHER JURISDICTION, OR UNLESS THE COMPANY HAS RECEIVED AN
        OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES OR OTHER EVIDENCE,
        SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
        NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT
        OR 1933, AS AMENDED.


                                   EXULT, INC.

                              COMMON STOCK WARRANT

   Date of Issuance:  October 12, 2000

        For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Exult, Inc. (the "Company"), hereby grants to Bank
of America Corporation, a Delaware corporation ("Holder"), the right to purchase
up to 5,000,000 shares (the "Warrant Shares") of the Company's Common Stock at a
price per share of $11.00 (the "Exercise Price"). The amount and kind of
securities obtainable pursuant to the rights granted hereunder and the exercise
price for such securities are subject to adjustment pursuant to the provisions
contained in this Warrant.

        This Warrant is subject to the following provisions:

        1.     Exercise of Warrant.

        1.1    Exercise Period. Holder may exercise this Warrant, in whole or in
part, at any time and from time to time from the date hereof until the third
anniversary of the date of issuance of this Warrant (the "Date of Issuance").

        1.2    Exercise Procedure.

               (a) This Warrant shall be deemed to have been exercised when the
Company has received all of the following items (the "Exercise Date"):

                   (i)   a completed Exercise Notice, as described in Section
1.3, executed by the Holder exercising all or part of the purchase rights
represented by this Warrant;


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                   (ii)  this Warrant; and

                   (iii) the aggregate exercise price for all Warrant Shares
being purchased, paid according to Section 1.2(b).

               (b)(i) This Warrant may be exercised by the payment to the
Company of an amount equal to the Exercise Price multiplied by the number of
Warrant Shares being purchased, at the election of the Holder, by wire transfer
or certified check payable to the order of the Company. The person or persons in
whose name(s) any certificate(s) representing Warrant Shares shall be issuable,
upon exercise of this Warrant, shall be deemed to have become the holders(s) of
record of, and shall be treated for all purposes as the record holder(s) of, the
Warrant Shares represented.

               (ii) In addition, if the Company and the Holder have entered into
a contract pursuant to which the Company provides human resources business
process outsourcing services to the Holder, then in lieu of exercising this
Warrant pursuant to Section 1.2(b)(i) above, the Holder may elect to receive a
number of Warrant Shares equal to the value (as determined below) of this
Warrant (or the portion thereof being exercised) by surrender of this Warrant at
the principal office of the Company together with Notice of Exercise indicating
the net issuance method of exercise. In such event, the Company shall issue to
the Holder a number of Warrant Shares computed using the following formula:

                      X = Y(A-B)
                          ------
                            A

Where X       =        the number of Warrant Shares to be issued to the
                       Holder but which in no event shall be less than zero.

      Y       =        the number of Warrant Shares subject to this Warrant (or
                       the portion thereof being cancelled).

      A       =        the Market Price of one share of the Company's Common
                       Stock.

      B       =        the Exercise Price (as adjusted to the date of such
                       calculation).

                     For the purposes of this Warrant, the term "Market Price"
shall mean the arithmetic mean of the closing price on the Exercise Date of the
Common Stock on the principal market or exchange where the Common Stock is
traded or listed on each of the five (5) trading days ending on the Exercise
Date, or if not so listed or traded, as reasonably determined by the Board of
Directors of the Company.

               (c) Certificates for Warrant Shares purchased upon exercise of
this Warrant shall be delivered by the Company to the Holder within five
business days after the Exercise Date. Unless this Warrant has expired or all of
the purchase rights represented hereby have been exercised, the Company shall
prepare a new Warrant, substantially identical thereto, representing the rights
formerly represented by this Warrant which have not expired or been exercised
and shall within such five-day period, deliver such new Warrant to the person
designated for delivery in the Exercise Notice.


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               (d) The Warrant Shares issuable upon the exercise of this Warrant
shall be deemed to have been issued to the Holder at the Exercise Date, and the
Holder shall be deemed for all purposes to have become the record holder of such
shares of Common Stock at the Exercise Date.

               (e) The issuance of certificates for Warrant Shares upon exercise
of this Warrant shall be made without charge to the Holder for any issuance tax
in respect thereof or other cost incurred by the Company in connection with such
exercise and the related issuance of Warrant Shares (other than any transfer
taxes resulting from the issuance of Warrant Shares to any person other than the
Holder).

               (f) The Company shall at all times reserve and keep available out
of its authorized but unissued Common Stock such number of Warrant Shares
issuable upon the full exercise of this Warrant. All Warrant Shares which are so
issuable shall, when issued and upon the payment of the applicable Exercise
Price, be duly and validly issued, fully paid and nonassessable and free from
all liens and encumbrances other than liens or encumbrances created by the
Holder. The Company shall not take any action which would cause the number of
authorized but unissued shares of Common Stock to be less than the number of
such shares required to be reserved hereunder for issuance upon exercise of the
Warrant.

               (g) To the extent commercially reasonable, the Company shall
assist and cooperate with any requirement imposed upon the Holder to make any
governmental filings or obtain any governmental approvals prior to or in
connection with any exercise of this Warrant (including, without limitation,
making any filings required to be made by the Company); provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any jurisdiction unless the Company is already required to qualify to do
business or subject to service in such jurisdiction.

               1.3. Exercise Notice. Upon any exercise of this Warrant, the
Holder shall deliver to the Company an Exercise Notice in substantially the form
set forth in Exhibit A hereto.

               1.4. No Fractional Shares. If a fractional share of Warrant
Shares would, but for the provisions of this Section 1.4, be issuable upon
exercise of the rights represented by this Warrant, the Company shall round up
the number of shares delivered to the Holder to the nearest whole share.

        2.     Adjustment of Exercise Price, Number and Character of Warrant
Shares and Number of Warrants.

               2.1(a) Stock Dividends, Subdivisions and Combinations. If after
the date hereof the Company shall:

                      (i)   pay a dividend or make a distribution in shares of
Common Stock to holders of its capital stock of any class;

                      (ii)  subdivide the outstanding shares of its Common Stock
into a larger number of shares;



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                      (iii) combine the outstanding shares of its Common Stock
into a smaller number of shares; or

                      (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company;

then the Exercise Price shall be adjusted to that price determined by
multiplying the Exercise Price in effect immediately prior to such event by a
fraction (i) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such event and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such event and the number of securities
purchasable upon the exercise of each Warrant shall be multiplied by a fraction
(i) the numerator of which shall be the total number of shares of Common Stock
outstanding immediately after such event and (ii) the denominator of which shall
be the total number of shares of Common Stock outstanding immediately prior to
such event. An adjustment made pursuant to this Section 2.1 shall become
effective immediately after the record date, in the case of a dividend or
distribution, and the effective date, in the case of a subdivision, combination
or reclassification.

               (b) Minimum Adjustment. Except as hereinafter provided, no
adjustment of the Exercise Price hereunder shall be made if such adjustment
results in a change of the Exercise Price then in effect of less than one cent
($.01) per share. Any adjustment of less than one cent ($.01) per share of any
Exercise Price shall be carried forward and shall be made at the time of and
together with any subsequent adjustment which, together with adjustment or
adjustments so carried forward, amounts to one cent ($.01) per share or more.
However, upon exercise of this Warrant, the Company shall make all necessary
adjustments (to the nearest cent) not theretofore made to the Exercise Price up
to and including the effective date upon which this Warrant is exercised.

               (c) Notice of Adjustments. Whenever the Exercise Price shall be
adjusted pursuant to this Section 2.1, the Company shall promptly deliver a
certificate signed by the President or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Company, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder); by first class mail
postage prepaid to each Holder.

               (d) Capital Reorganizations and Other Classifications. In case of
any capital reorganization of the Company, or of any reclassification of the
shares of Common Stock (other than a reclassification, subdivision or
combination of shares of Common Stock referred to in Section 2.1(a)), or in case
of the consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Section 2.1(a) or a consolidation
or merger which does not result in any reclassification or change of the
outstanding shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization, reclassification
of shares of Common Stock, consolidation, merger, or sale, be exercisable, upon
the terms and conditions specified in this Warrant, for the kind, amount and


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number of shares or other securities, assets, or cash to which a holder of the
number of shares of Common Stock purchasable (at the time of such capital
reorganization, reclassification of shares of Common Stock, consolidation,
merger or sale) upon exercise of such Warrant would have been entitled to
receive upon such capital reorganization, reclassification of shares of Common
Stock, consolidation, merger, or sale; and in any such case, if necessary, the
provisions set forth in this Section 2.1 with respect to the rights and
interests thereafter of the Holder shall be appropriately adjusted so as to be
applicable, as nearly equivalent as possible, to any shares or other securities,
assets, or cash thereafter deliverable on the exercise of the Warrants. The
Company shall not effect any such consolidation, merger, or sale, unless prior
to or simultaneously with the consummation thereof the successor corporation or
entity (if other than the Company) resulting from such consolidation or merger
or the corporation or entity purchasing such assets or other appropriate
corporation or entity shall assume, by written instrument, the obligation to
deliver to the Holder such shares, securities, assets, or cash as, in accordance
with the foregoing provisions, such holders may be entitled to purchase and
other obligations hereunder. The subdivision or combination of shares of Common
Stock at any time outstanding into a greater or lesser number of shares shall
not be deemed so be a reclassification of the shares of Common Stock for
purposes of this Section 2.1(d).

               (e) Adjustments to Other Securities. In the event that at any
time, as a result of an adjustment made pursuant to this Section 2.1, the Holder
shall become entitled to purchase any shares or securities of the Company other
than the shares of Common Stock, thereafter the number of such other shares or
securities so purchasable upon exercise of each Warrant and the exercise price
for such shares or securities shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as possible so the provisions with
respect to the shares of Common Stock contained in Sections 2.1(a) through (d),
inclusive.

               2.2 Notice of Record Date, etc. In the event the Company shall
propose to take any action of the types requiring an adjustment of the Exercise
Price or the number of character of the Warrant Shares or Warrants pursuant to
Section 2.1 or a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation, merger, or sale of all or substantially
all of its property, assets, and business as an entirety) shall be proposed, the
Company shall give notice to each Holder as provided in Section 9, which notice
shall specify the record date, if any, with respect to any such action and the
date on which such action is to take place. Such notice shall also set forth
such facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action (to the extent such effect may be known at the date of
such notice) on the Exercise Price and the number, kind or class of shares or
other securities or property which shall be deliverable or purchasable upon the
occurrence of such action or deliverable upon the exercise of the Warrants. In
the case of any action which will require the fixing of a record date, unless
otherwise provided in this Warrant, such notice shall be given as least twenty
days prior to the date so fixed, and in case of all other action, such notice
shall be given at least thirty days prior to the taking of such proposed action.

        3.     No Voting Rights. Prior to exercise of this Warrant, this Warrant
shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company.

        4.     Transfer of Warrant Shares. In addition to the restrictions on
transfer described in Section 5 below, this Warrant may not be offered, sold or
transferred by the Holder for a period



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of one year from the Date of Issuance, and the Warrant Shares may not be
offered, sold or transferred by the Holder for a period of one year from the
date of their issuance upon exercise of this Warrant. Notwithstanding the
restrictions imposed by this Section 4, the Holder or any affiliate of Holder
may transfer the Warrant and the Warrant Shares to an affiliate of the Holder
that delivers to the Company in writing an agreement to be bound by the terms
and conditions of this Warrant. For purposes of this Warrant an "affiliate"
means any person or entity controlling, controlled by, or under common control
with the Holder.

        5.     Restrictive Legend. This Warrant and the Warrant Shares have not
been registered under the Securities Act. Each certificate evidencing the
Warrant Shares issued upon exercise of this Warrant shall be stamped or
imprinted with a legend substantially in the form of the legend at the top of
the first page of this Warrant, unless such Warrant Shares previously have been
registered under the Securities Act.

        6.     Representations and Warranties of the Company. The Company
represents and warrants to the Holder as follows:

               (a) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms;

               (b) The Warrant Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable and free from all liens and
encumbrances other than any liens or encumbrances created by the Holder; and

               (c) The execution and delivery of this Warrant are not, and the
issuance of the Warrant Shares upon exercise of this Warrant in accordance with
the terms hereof will not be, inconsistent with the Company's Certificate of
Incorporation or Bylaws, as amended.

        7.     Representations and Warranties by the Holder. The Holder
represents and warrants to the Company as follows:

               (a) This Warrant is being acquired for its own account, for
investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities
Act. Upon exercise of this Warrant, the Holder shall, if so requested by the
Company, confirm in writing, in a form reasonably satisfactory to the Company,
that the Warrant Shares issuable upon exercise of this Warrant are being
acquired for investment and not with a view toward distribution or resale;

               (b) The Holder understands that the Warrant and the Warrant
Shares have not been registered under the Securities Act by reason of their
issuance in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act pursuant to Section 4(2) thereof and that the
Warrant and the Warrant Shares may be resold without registration under the
Securities Act only in certain limited circumstances. The Holder further
understands that the Warrant Shares have not been qualified under the California
Securities Law of 1968 (the "California Law") by reason of their issuance in a
transaction exempt from the qualification requirements of the California Law
pursuant to Section 25102(f) thereof, which exemption



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depends upon, among other things, the bona fide nature of the Holder's
investment intent expressed above;

               (c) The Holder has such knowledge and experience in financial and
business masters that it is capable of evaluating the merits and risks of the
purchase of this Warrant and the Warrant Shares purchasable pursuant to the
terms of this Warrant and of protecting its interest in connection therewith;

               (d) The Holder is able to bear the economic risk of the purchase
of the Warrant Shares pursuant to the terms of this Warrant; and

               (e) The Holder is an accredited investor within the meaning of
Regulation D promulgated under the Securities Act.

        8.     Replacement. Upon receipt of evidence reasonably satisfactory to
the Company (an affidavit of the Holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of this Warrant, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Company or, in the case of any such mutilation upon
surrender of such Warrant, the Company shall execute and deliver in lieu of such
Warrant a new Warrant of like kind representing the same rights represented by
such lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate.

        9.     Notices. Except as otherwise expressly provided herein, all
notices and deliveries referred to in this Warrant shall be in writing and shall
be delivered personally, sent by reputable overnight courier service (charges
prepaid) or sent by registered or certified mail, return receipt requested,
postage prepaid and shall be deemed to have been given when so delivered (or
when received, if delivered by any other method) if sent (i) to the Company, at
its principal executive offices and (ii) to the Holder, at the Holder's address
as it appears on the signature page hereof or at such other address as the
Holder may designate by written notice to the Company in accordance with this
Section 9.

        10.    Amendment and Waiver. The provisions of this Warrant contain the
entire understanding between the parties hereto with respect to the subject
matter hereof and may be amended and waived only if such amendment or waiver is
set forth in writing executed by the Company and the Holder.

        11.    Descriptive Headings; Governing Law. The descriptive headings of
the several Sections of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. This Warrant shall be governed by the
laws of the State of Delaware.

        12.    Benefits of Agreement; Successors. This Warrant shall be binding
and inure to the benefit of the parties and their respective successors and
assigns hereunder; provided that this Warrant may be assigned by the Holder only
in compliance with the conditions specified in and in accordance with all of the
terms of this Warrant. This Warrant does not create and shall not be construed
as creating any rights enforceable by any other person or corporation.

                            [Signature Page Follows]


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        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
attested by its duly authorized officers and to be dated the Date of Issuance
hereof.

                                   EXULT, INC.



                                   By:
                                      ------------------------------------------
                                      Douglas L. Shurtleff
                                      Executive Vice President


                                   BANK OF AMERICA CORPORATION



                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                   Notices Address:

                                      Bank of America Strategic Alliances
                                             & Investments
                                      c/o Bank of America Corporation
                                      200 South College Street, NC1-014-10-02
                                      Charlotte, North Carolina 28255-0001

                                      Telephone No.:  (704) 387-4159
                                      Facsimile No.:    (704) 386-2358
                                      Attn: Hoa T. Nguyen



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                                                                       EXHIBIT A

                                 EXERCISE NOTICE

To:     EXULT, INC.                                            Dated: __________

        By checking the appropriate line, the undersigned hereby exercises the
attached Warrant for the purchase of ________ of the Warrant Shares, and makes
payment for such Warrant Shares as follows:

        _____    By remission herewith of the full amount of the aggregate
                 exercise price pursuant to Section 1.2(b)(i) of the Warrant.

        _____    Pursuant to the net exercise method (if available) pursuant to
                 Section 1.2(b)(ii) of the Warrant.

        The undersigned hereby repeats the representations set forth in Section
7 of the Warrant in connection with this exercise.

                                    Signature __________________________________

                                    Address ____________________________________

                                    Name in which shares should be registered:

                                    ____________________________________________


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