EXHIBIT 10.22

Total Renal Care Holdings, Inc.

Employee Stock Purchase Plan

1999 Amendment and Restatement

Table of Contents

Page
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Article I - Purpose and Effective Date.............................................. 1

Article II - Definitions............................................................ 1
2.1 "Account...................................................................... 1
2.2 "Board........................................................................ 1
2.3 "Code......................................................................... 1
2.4 "Committee.................................................................... 1
2.5 "Common Stock................................................................. 1
2.6 "Company...................................................................... 1
2.7 "Continuous Employment........................................................ 1
2.8 "Employee..................................................................... 2
2.9 "Exchange Act"................................................................ 2
2.10 "Fair Market Value"........................................................... 2
2.11 "Leave of Absence............................................................. 2
2.12 "Participant.................................................................. 2
2.13 "Plan......................................................................... 3
2.14 "Purchase Right............................................................... 3
2.15 "Purchase Right Period........................................................ 3
2.16 "Stockholders................................................................. 3
2.17 "Subsidiary................................................................... 3

Article III - Eligibility and Participation......................................... 3
3.1 Eligibility................................................................... 3
3.2 Payroll Withholding........................................................... 3
3.3 Limitations................................................................... 4
3.4 Granting of Purchase Rights................................................... 4
3.5 Establishment of Accounts..................................................... 5

Article IV - Purchase Rights........................................................ 5
4.1 Termination of Purchase Rights................................................ 5
4.2 Exercise of Purchase Rights................................................... 5
4.3 Termination Event............................................................. 6
4.4 Non-Transferability of Purchase Rights........................................ 6

Article V - Common Stock............................................................ 6
5.1 Shares Subject to Plan........................................................ 6
5.2 Adjustment Upon Changes in Capitalization..................................... 7

Article VI - Plan Administration.................................................... 7

6.1 Administration................................................................ 7
6.2 Indemnification............................................................... 8

Article VII - Amendment and Termination............................................. 8
7.1 Amendment and Termination..................................................... 8
7.2 Shareholder Approval.......................................................... 8

Article VIII - Miscellaneous Matters................................................ 9
8.1 Uniform Rights and Privileges................................................. 9
8.2 Application of Proceeds....................................................... 9
8.4 No Additional Rights.......................................................... 9
8.5 Governing Law................................................................. 9

Total Renal Care Holdings, Inc.
Employee Stock Purchase Plan

Article I
Purpose and Effective Date

The purpose of the Plan is to provide incentives for, and to encourage
stock ownership by, Employees of Total Renal Care Holdings, Inc. or any of its
Subsidiaries whose Employees participate in the Plan in order to increase their
proprietary interest in the success of the Company.

The effective date of this 1999 Amendment and Restatement of the Plan is
November 9, 1999.

Article II
Definitions

Whenever capitalized in the text, the following terms shall have the
meanings set forth below.

2.1 "Account" shall mean the account established pursuant to Section 3.5
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to hold a Participant's contributions to the Plan.

2.2 "Board" shall mean the Board of Directors of Total Renal Care
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Holdings, Inc.

2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
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Reference to any specific section of the Code shall be deemed to be a reference
to any successor provision.

2.4 "Committee" shall mean the Board of Total Renal Care Holdings, Inc. or
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a committee designated by the Board to administer the Plan.

2.5 "Common Stock" shall mean the common stock of Total Renal Care
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Holdings, Inc.

2.6 "Company" shall mean Total Renal Care Holdings, Inc., a Delaware
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corporation, as well as any Subsidiary whose employees participate in the Plan
with the consent of the Board.

2.7 "Continuous Employment" shall mean employment without interruption by
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the Company. Employment shall not be considered interrupted because of:

(a) Transfers of employment between the Company and a Subsidiary (or
vice versa); or

(b) Any Leave of Absence.

2.8 "Employee" shall mean any person employed by the Company. This term
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does not include directors unless they are employed by the Company in a position
in addition to their duties as a director.

2.9 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended.

2.10 "Fair Market Value" shall mean, on any given day, the closing price
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for the Common Stock on that day, or if the Common Stock was not traded on that
day, on the next preceding day on which the Common Stock was traded, determined
in accordance with the following rules.

(a) If the Common Stock is admitted to trading or listed on a national
securities exchange, the closing price for any day shall be the last
reported sale price regular way, or if no such reported sale takes place on
that day, the average of the last reported bid and ask prices regular way,
in either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed.

(b) If not listed or admitted to trading on any national securities
exchange, the last sale price on that day of the Common Stock reported on
the Nasdaq National Market of the Nasdaq Stock Market ("Nasdaq National
Market") or, if no such reported sale takes place on that day, the average
of the closing bid and ask prices on that day.

(c) If not included in the Nasdaq National Market, the average of the
closing bid and ask prices of the Common Stock on that day reported by The
Nasdaq Stock Market, or any comparable system on that day.

(d) If the Common Stock is not included in the Nasdaq Stock Market or
any comparable system, the closing bid and ask prices on that day as
furnished by any member of the National Association of Securities Dealers,
Inc. selected from time to time by the Company for that purpose.

2.11 "Leave of Absence" shall mean an unpaid leave of absence taken in
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accordance with the Company's leave of absence policy. A Participant will not
be considered to have incurred a break in Continuous Employment because of a
Leave of Absence that does not exceed ninety (90) days. If the Leave of Absence
exceeds ninety (90) days, the Participant will be deemed to have incurred a
break in Continuous Employment on the ninety-first (91st) day, unless the
Participant's rights to reemployment are guaranteed by statute or contract.

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2.12 "Participant" shall mean an Employee who has been granted a Purchase
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Right under the Plan.

2.13 "Plan" shall mean the 1999 Amendment and Restatement of the Total
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Renal Care Holdings, Inc. Employee Stock Purchase Plan.

2.14 "Purchase Right" shall mean a right to purchase Common Stock granted
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pursuant to the Plan.

2.15 "Purchase Right Period" shall mean the period beginning on January 1
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or July 1 (whichever is applicable) and terminating on the immediately following
December 31. (But see Section 43 for special rules regarding the termination of
a Purchase Right Period.)

2.16 "Stockholders" shall mean the holders of Common Stock.
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2.17 "Subsidiary" shall mean any corporation (other than the Company) in
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an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.

Article III
Eligibility and Participation

3.1 Eligibility.
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(a) All Employees of the Company who are scheduled to work at least
twenty (20) hours per week are eligible to participate in the Plan,
provided they have completed at least three (3) months of Continuous
Employment prior to the first day of the Purchase Right Period.

(b) No Employee may be granted a Purchase Right if the Employee would
immediately thereafter own, directly or indirectly, five percent (5%) or
more of the combined voting power or value of all classes of stock of the
Company or of a Subsidiary. For this purpose, an Employee's ownership
interest shall be determined in accordance with the constructive ownership
rules of Code Section 424(d).

3.2 Payroll Withholding.
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(a) Employees who have satisfied the eligibility conditions of Section
3.1 may enroll as Participants by executing prior to the commencement of
each Purchase Right Period a form provided by the Committee on which they
designate:

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(i) The dollar amount (not a percentage of compensation) to be
deducted from their paychecks and contributed to their Accounts for
the purchase of Common Stock, which shall not be less than ten dollars
($10) per payroll period; and/or

(ii) The amount of funds, if any, which they will deposit at the
beginning of the Purchase Right Period for the purchase of Common
Stock.

(b) Once chosen, the rate of contributions for a Purchase Right Period
cannot be decreased or increased without terminating the Purchase Right.
However, pursuant to rules and procedures prescribed by the Committee, a
Participant may make additional contributions to make up for amounts that
he or she failed to make while on a Leave of Absence if the Participant
returns to active employment and contributes those amounts before the end
of the Purchase Right Period.

3.3 Limitations.
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(a) Notwithstanding anything herein to the contrary, a Participant may
not accrue a right to purchase shares of Common Stock at a rate that
exceeds twenty-five thousand dollars ($25,000) per calendar year,
determined in a manner consistent with Code Section 423(b)(8).

(b) This limitation shall apply to the Participant's right to purchase
Common Stock under the Plan and under all other employee stock purchase
plans described in Code Section 423 that are maintained by the Company and
its Subsidiaries.

(c) This dollar limitation applies to the Fair Market Value of Common
Stock determined at the time the Purchase Right is granted.

3.4 Granting of Purchase Rights. The price at which each share covered by
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a Purchase Right will be purchased will in all instances be the lesser of:

(a) One hundred percent (100%) of the Fair Market Value of a share of
Common Stock on the first day of the applicable Purchase Right Period; or

(b) Eighty-five percent (85%) of the Fair Market Value of a share of
Common Stock on the last day of that Purchase Right Period.

However, in no event will the maximum number of shares that can be purchased
pursuant to the provisions of this Section 3.4 in a single Purchase Right Period
exceed twenty-five thousand (25,000).

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3.5 Establishment of Accounts.
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(a) All amounts contributed by the Participant to the Plan (whether by
means of payroll withholding or a lump sum advance contribution) will be
deposited into a separate Account maintained for the Participant.

(b) No interest will be earned on those contributions.

(c) A Participant may not withdraw any amounts from his or her Account
without terminating his or her Purchase Right pursuant to Section 4.1
below.

Article IV
Purchase Rights

4.1 Termination of Purchase Rights.
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(a) A Participant may withdraw from the Plan at any time prior to the
last day of the Purchase Right Period by submitting a form prescribed by
the Committee to the Human Resources Department of the Company at the
Corporate Office in Torrance, California. The Participant's Purchase Right
shall terminate upon withdrawal from the Plan.

(b) A Purchase Right shall terminate automatically if the Participant
holding the Purchase Right ceases to be employed by the Company for any
reason (including death, disability, or retirement) prior to the last day
of the Purchase Right Period.

(c) Upon the termination of a Purchase Right, all amounts held in the
Participant's Account shall be refunded to the Participant.

4.2 Exercise of Purchase Rights.
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(a) Unless previously terminated, Purchase Rights will be exercised
automatically on the last day of the Purchase Right Period.

(b) Except as provided in Paragraph (b) of Section 3.2 above, payment
for shares to be purchased at the termination of the Purchase Right Period
may only be made from funds:

(i) Deposited at the beginning of a Purchase Right Period;
and/or

(ii) Accumulated through payroll deductions made during the
Purchase Right Period.

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(c) If the amount in the Participant's Account at the end of the
Purchase Right Period is insufficient to purchase all the shares covered by
the Purchase Right granted to the Participant, those funds will be used to
purchase as many whole shares as possible.

(d) If the balance of the Participant's Account on the date of
purchase exceeds the purchase price of the whole number of shares to be
acquired, the surplus shall be applied to the next Purchase Right Period,
unless the Participant elects to receive a refund by submitting a form
prescribed by the Committee to the Human Resources Department of the
Company at the Corporate Office in Torrance, California.

(e) Stock certificates will be distributed within forty-five (45) days
following the date of the exercise of the Purchase Right.

4.3 Termination Event. The following provisions of this Section 4.3 shall
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apply, notwithstanding anything herein to the contrary.

(a) A "Termination Event" shall be deemed to occur as a result of (i)
a transaction in which the Company will cease to be an independent
publicly-owned corporation or (ii) a sale or other disposition of all or
substantially all the assets of the Company.

(b) All Purchase Rights shall be automatically exercised immediately
preceding the Termination Event. In such an event, for purposes of applying
the rules of Paragraph (b) of Section 3.4, the Fair Market Value of the
Common Stock on that date shall be deemed to be the consideration paid for
the Common Stock in the transaction.

4.4 Non-Transferability of Purchase Rights. A Purchase Right may not be
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assigned or alienated other than by will and the laws of descent and
distribution.

Article V
Common Stock

5.1 Shares Subject to Plan.
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(a) Effective November 9, 1999, the maximum number of shares of Common
Stock which may be issued under the Plan is one million, three hundred
thirty-three thousand, three hundred and three (1,133,333). The number of
these shares shall be subject to adjustment under Section 5.2 below.

(b) If any outstanding Purchase Right is terminated for any reason
prior to its exercise, the shares subject to the Purchase Right will again
become subject to purchase

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under the Plan.

(c) The Common Stock issuable under the Plan may be previously
unissued or may have been reacquired by the Company in the open market (or
otherwise).

5.2 Adjustment Upon Changes in Capitalization. Subject to the provisions
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of Section 4.3, a proportionate adjustment shall be made by the Committee in the
number, price, and kind of shares subject to outstanding Purchase Rights if the
outstanding shares of Common Stock are increased, decreased, or exchanged for
different securities, through reorganization, merger, consolidation,
recapitalization, reclassification, stock split, stock dividend, or other
similar transaction.

Article VI
Plan Administration

6.1 Administration.
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(a) The Plan shall be administered by the Committee. The Committee
shall have authority to:

(i) Interpret the Plan;

(ii) Prescribe rules and procedures relating to the Plan; and

(iii) Take all other actions necessary or appropriate in
connection with the administration of the Plan.

(b) A majority of the members of the Committee shall constitute a
quorum, and any action shall constitute the action of the Committee if it
is authorized by a majority of the members:

(i) Present at any meeting; or

(ii) In writing without a meeting.

(d) No member of the Committee shall be liable for any action or
inaction taken in good faith with respect to the Plan or any Purchase Right
granted under it.

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6.2 Indemnification.
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(a) To the maximum extent permitted by law, the Company shall
indemnify each member of the Committee and each other member of the Board,
as well as any other Employee with duties under the Plan, against expenses
(including any amount paid in settlement or in satisfaction of a judgment)
reasonably incurred by the individual in connection with any claims against
the individual by reason of the performance of the individual's duties
under the Plan. This indemnity shall not apply, however, if:

(i) It is determined in the action, lawsuit, or proceeding that
the individual is guilty of gross negligence or intentional misconduct
in the performance of those duties; or

(ii) The individual fails to assist the Company in defending
against any such claim.

(b) Notwithstanding the above, the Company shall have the right to
select counsel and to control the prosecution or defense of the suit.
Furthermore, the Company shall not be obligated to indemnify any individual
for any amount incurred through any settlement or compromise of any action
unless the Company consents in writing to the settlement or compromise.

Article VII
Amendment and Termination

7.1 Amendment and Termination. The Board may amend or terminate the Plan
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at any time by means of written action, except with respect to outstanding
Purchase Rights.

7.2 Stockholder Approval. No additional shares of Common Stock shall be
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issued solely as a result of the adoption of the 1999 Amendment and Restatement
of the Plan unless the Plan is approved by the Stockholders within twelve (12)
months before or after the date of its adoption by the Board, which is November
9, 1999. If the 1999 Amendment and Restatement is not approved by the
Stockholders within that time period, the prior version of the Plan will remain
in effect. The approval by the Stockholders must relate to:

(a) The class of individuals eligible to participate; and

(b) The aggregate number of shares to be granted under the Plan.

If either of those items are changed, approval of the Stockholders must again be
obtained.

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Article VII
Miscellaneous Matters

8.1 Uniform Rights and Privileges. The rights and privileges of all
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Participants under the Plan shall be the same.

8.2 Application of Proceeds. The proceeds received by the Company from
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the sale of Common Stock pursuant to Purchase Rights may be used for any
corporate purpose.

8.3 Notice of Disqualifying Disposition. A Participant must notify the
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Company if the Participant disposes of stock acquired pursuant to the Plan prior
to the expiration of the holding periods required to qualify for capital gains
treatment on the sale.

8.4 No Additional Rights.
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(a) Neither the adoption of this Plan nor the granting of any
Purchase Right shall:

(i) Affect or restrict in any way the power of the Company to
undertake any corporate action otherwise permitted under applicable
law; or

(ii) Confer upon any Participant the right to continue to be
employed by the Company, nor shall it interfere in any way with the
right of the Company to terminate the employment of any Participant at
any time, with or without cause.

(b) No Participant shall have any rights as a Shareholder with respect
to any shares covered by a Purchase Right granted to the Participant until
the Common Stock is actually issued to the Participant.

(c) No adjustments will be made for cash dividends or other rights for
which the record date is prior to the issuance of the Common Stock.

8.5 Governing Law.
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(a) The Plan and all actions taken under it shall be governed by and
construed in accordance with the laws of the State of Delaware.

(b) The provisions of this Plan shall be interpreted in a manner that
is consistent with this Plan satisfying the requirements of Code Section
423.

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