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                                                                     EXHIBIT 4.6

                                   EBENX, INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN


                             ARTICLE I. INTRODUCTION

     Section 1.01 Purpose. The purpose of the eBenX, Inc. 1999 Employee Stock
Purchase Plan (the "Plan") is to provide employees of eBenX, Inc., a Minnesota
corporation (the "Company"), and certain related corporations with an
opportunity to share in the ownership of the Company by providing them with a
convenient means for regular and systematic purchases of the Company's Common
Stock, par value $.01 per share, and, thus, to develop a stronger incentive to
work for the continued success of the Company.

     Section 1.02 Rules of Interpretation. It is intended that the Plan be an
"employee stock purchase plan" as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations
promulgated thereunder. Accordingly, the Plan shall be interpreted and
administered in a manner consistent therewith if so approved. All Participants
in the Plan will have the same rights and privileges consistent with the
provisions of the Plan.

     Section 1.03 Definitions. For purposes of the Plan, the following terms
will have the meanings set forth below:

          (a) "Acceleration Date" means the earlier of the date of stockholder
     approval or approval by the Company's Board of Directors of (i) any
     consolidation or merger of the Company in which the Company is not the
     continuing or surviving corporation or pursuant to which shares of Company
     Common Stock would be converted into cash, securities or other property,
     other than a merger of the Company in which stockholders of the Company
     immediately prior to the merger have the same proportionate ownership of
     stock in the surviving corporation immediately after the merger; (ii) any
     sale, exchange or other transfer (in one transaction or a series of related
     transactions) of all or substantially all of the assets of the Company; or
     (iii) any plan of liquidation or dissolution of the Company.

          (b) "Affiliate" means any subsidiary corporation of the Company, as
     defined in Section 424(f) of the Code, whether now or hereafter acquired or
     established.

          (c) "Committee" means the committee described in Section 10.01.

          (d) "Common Stock" means the Company's Common Stock, $.01 par value,
     as such stock may be adjusted for changes in the stock or the Company as
     contemplated by Article XI herein.

          (e) "Company" means eBenX, Inc., a Minnesota corporation, and its
     successors by merger or consolidation as contemplated by Article XI herein.

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          (f) "Current Compensation" means all regular wage, salary and
     commission payments paid by the Company to a Participant in accordance with
     the terms of his or her employment, but excluding annual bonus payments and
     all other forms of special compensation.

          (g) "Effective Date" means the date immediately prior to the date on
     which the Company's registration statement relating to its initial public
     offering of Common Stock is declared effective by the Securities and
     Exchange Commission.

          (h) "Fair Market Value" as of a given date means such value of the
     Common Stock as reasonably determined by the Committee, but shall not be
     less than (i) the closing price of the Common Stock as reported for
     composite transactions if the Common Stock is then traded on a national
     securities exchange, (ii) the last sale price if the Common Stock is then
     quoted on the NASDAQ National Market System, or (iii) the average of the
     closing representative bid and asked prices of the Common Stock as reported
     on NASDAQ on the date as of which the fair market value is being
     determined; provided, however, that the Fair Market Value on the Effective
     Date shall be the initial public offering price set forth on the cover of
     the final prospectus used in connection with the Company's initial public
     offering of Common Stock. If on a given date the shares of Common Stock are
     not traded on an established securities market, the Committee shall make a
     good faith attempt to satisfy the requirements of this Section 1.03 and in
     connection therewith shall take such action as it deems necessary or
     advisable.

          (i) "Participant" means a Permanent Full-Time Employee who is eligible
     to participate in the Plan under Section 2.01 and who has elected to
     participate in the Plan.

          (j) "Participating Affiliate" means an Affiliate which has been
     designated by the Committee in advance of the Purchase Period in question
     as a corporation whose eligible Permanent Full-Time Employees may
     participate in the Plan.

          (k) "Permanent Full-Time Employee" means an employee of the Company or
     a Participating Affiliate as of the first day of a Purchase Period,
     including an officer or director who is also an employee, but excluding an
     employee (i) whose customary employment is less than 20 hours per week or
     (ii) who has not been an employee of the Company or a Participating
     Affiliate for at least 90 days as of the first day of the applicable
     Purchase Period.

          (l) "Plan" means the eBenX, Inc. 1999 Employee Stock Purchase Plan, as
     amended, the provisions of which are set forth herein.

          (m) "Purchase Period" means any of the approximate six-month periods
     beginning on the first business day in January and July, as appropriate,
     and ending on the last business day in June and December, respectively;
     provided, however, that the initial Purchase Period will commence on the
     Effective Date and will terminate on June 30, 2000, and that the then
     current Purchase Period will end upon the occurrence of an Acceleration
     Date.

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          (n) "Stock Purchase Account" means the account maintained on the books
     and records of the Company recording the amount received from each
     Participant through payroll deductions made under the Plan and from the
     Company through matching contributions.

                    ARTICLE II. ELIGIBILITY AND PARTICIPATION

     Section 2.01 Eligible Employees. All Permanent Full-Time Employees shall be
eligible to participate in the Plan beginning on the first day of the first
Purchase Period to commence after such person becomes a Permanent Full-Time
Employee. Subject to the provisions of Article VI, each such employee will
continue to be eligible to participate in the Plan so long as he or she remains
a Permanent Full-Time Employee.

     Section 2.02 Election to Participate. An eligible Permanent Full-Time
Employee may elect to participate in the Plan for a given Purchase Period by
filing with the Company, in advance of that Purchase Period and in accordance
with such terms and conditions as the Committee in its sole discretion may
impose, a form provided by the Company for such purpose (which authorizes
regular payroll deductions from Current Compensation beginning with the first
payday in that Purchase Period and continuing until the employee withdraws from
the Plan or ceases to be eligible to participate in the Plan).

     Section 2.03 Limits on Stock Purchase. No employee shall be granted any
right to purchase Common Stock hereunder if such employee, immediately after
such a right to purchase is granted, would own, directly or indirectly, within
the meaning of Section 423(b)(3) and Section 424(d) of the Code, Common Stock
possessing 5% or more of the total combined voting power or value of all the
classes of the capital stock of the Company or of all Affiliates.

     Section 2.04 Voluntary Participation. Participation in the Plan on the part
of a Participant is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle a Participant to be
retained as an employee.

                    ARTICLE III. PAYROLL DEDUCTIONS, COMPANY
                    CONTRIBUTIONS AND STOCK PURCHASE ACCOUNT

     Section 3.01 Deduction from Pay. The form described in Section 2.02 will
permit a Participant to elect payroll deductions of any multiple of 1% but not
less than 1% or more than 15% of such Participant's Current Compensation for
each pay period, subject to such other limitations as the Committee in its sole
discretion may impose. A Participant may cease making payroll deductions at any
time, subject to such limitations as the Committee in its sole discretion may
impose. In the event that during a Purchase Period the entire credit balance in
a Participant's Stock Purchase Account exceeds the product of (a) 85% of the
Fair Market Value of the Common Stock on the first business day of that Purchase
Period, and (b) 22,500, then payroll deductions for such Participant shall
automatically cease, and shall resume on the first pay period of the next
Purchase Period.

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     Section 3.02 Company Contributions. The Company may, in the sole discretion
of the Committee, from time to time contribute to each Participant's Stock
Purchase Account an amount equal to up to 50% of each payroll deduction credited
to such Account. No Company contributions shall be deemed to have been made
until such contributions are credited to the Participant's Stock Purchase
Account as provided in Section 3.03.

     Section 3.03 Credit to Account. Payroll deductions will be credited to the
Participant's Stock Purchase Account on each payday, and Company contributions
will be credited to the Participant's Stock Purchase Account on the last
business day of the Purchase Period at the time of and in connection with the
purchase of shares of Common Stock in accordance with Articles IV and V hereof.

     Section 3.04 Interest. No interest will be paid upon payroll deductions,
Company contributions or on any amount credited to, or on deposit in, a
Participant's Stock Purchase Account.

     Section 3.05 Nature of Account. The Stock Purchase Account is established
solely for accounting purposes, and all amounts credited to the Stock Purchase
Account will remain part of the general assets of the Company or the
Participating Affiliate (as the case may be).

     Section 3.06 No Additional Contributions. A Participant may not make any
payment into the Stock Purchase Account other than the payroll deductions made
pursuant to the Plan.

                      ARTICLE IV. RIGHT TO PURCHASE SHARES

     Section 4.01 Number of Shares. Each Participant will have the right to
purchase on the last business day of the Purchase Period all, but not less than
all, of the largest number of shares of Common Stock, both whole and any
fractional share, that can be purchased at the price specified in Section 4.02
with the entire credit balance in the Participant's Stock Purchase Account,
subject to the limitations that (a) no more than 22,500 shares of Common Stock
may be purchased under the Plan by any one Participant for a given Purchase
Period and (b) in accordance with Section 423(b)(8) of the Code, no more than
$25,000 in Fair Market Value (determined at the beginning of each Purchase
Period) of Common Stock and other stock may be purchased under the Plan and all
other employee stock purchase plans (if any) of the Company and the Affiliates
by any one Participant for any calendar year. If the purchases for all
Participants would otherwise cause the aggregate number of shares of Common
Stock to be sold under the Plan to exceed the number specified in Section 10.03,
each Participant shall be allocated a pro rata portion of the Common Stock to be
sold.

     Section 4.02 Purchase Price. The purchase price for any Purchase Period
shall be the lesser of (a) 85% of the Fair Market Value of the Common Stock on
the first business day of that Purchase Period or (b) 85% of the Fair Market
Value of the Common Stock on the last business day of that Purchase Period, in
each case rounded up to the next higher full cent.

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                          ARTICLE V. EXERCISE OF RIGHT

     Section 5.01 Purchase of Stock. On the last business day of a Purchase
Period, the entire credit balance in each Participant's Stock Purchase Account
will be used to purchase the largest number of both whole and any fractional
shares of Common Stock purchasable with such amount (subject to the limitations
of Section 4.01), unless the Participant has filed with the Company, in advance
of that date and subject to such terms and conditions as the Committee in its
sole discretion may impose, a form provided by the Company which requests the
distribution of the entire credit balance in cash.

     Section 5.02 Cash Distributions. Any amount remaining in a Participant's
Stock Purchase Account after the last business day of a Purchase Period will be
paid to the Participant in cash within 30 days after the end of that Purchase
Period.

     Section 5.03 Notice of Acceleration Date. The Company shall use its best
efforts to notify each Participant in writing at least ten days prior to any
Acceleration Date that the then current Purchase Period will end on such
Acceleration Date.

                 ARTICLE VI. WITHDRAWAL FROM PLAN; SALE OF STOCK

     Section 6.01 Voluntary Withdrawal. A Participant may, in accordance with
such terms and conditions as the Committee in its sole discretion may impose,
withdraw from the Plan and cease making payroll deductions by filing with the
Company a form provided for this purpose. In such event, the entire credit
balance in the Participant's Stock Purchase Account will be paid to the
Participant in cash within 30 days, provided that in no event shall any
Participant be entitled to withdraw from such Account any Company contributions
credited to such Account at the end of the Purchase Period pursuant to Section
3.03. A Participant who withdraws from the Plan will not be eligible to reenter
the Plan until the beginning of the next Purchase Period following the date of
such withdrawal.

     Section 6.02 Death. Subject to such terms and conditions as the Committee
in its sole discretion may impose, upon the death of a Participant, no further
amounts shall be credited to the Participant's Stock Purchase Account.
Thereafter, on the last business day of the Purchase Period during which such
Participant's death occurred and in accordance with Section 5.01, the entire
credit balance in such Participant's Stock Purchase Account will be used to
purchase Common Stock, unless such Participant's estate has filed with the
Company, in advance of that day and subject to such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company
which elects to have the entire credit balance in such Participant's Stock
Account distributed in cash within 30 days after the end of that Purchase Period
or at such earlier time as the Committee in its sole discretion may decide,
provided that in no event shall any Participant's estate be entitled to receive
from such Account any Company contributions credited to such Account at the end
of the Purchase Period pursuant to Section 3.03. Each Participant, however, may
designate one or more beneficiaries who, upon death, are to receive the Common
Stock or the amount that otherwise would have been distributed or paid to the
Participant's estate and may change or revoke any such designation from time to
time. No

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such designation, change or revocation will be effective unless made by the
Participant in writing and filed with the Company during the Participant's
lifetime. Unless the Participant has otherwise specified the beneficiary
designation, the beneficiary or beneficiaries so designated will become fixed as
of the date of the death of the Participant so that, if a beneficiary survives
the Participant but dies before the receipt of the payment due such beneficiary,
the payment will be made to such beneficiary's estate.

     Section 6.03 Termination of Employment. Subject to such terms and
conditions as the Committee in its sole discretion may impose, upon a
Participant's normal or early retirement with the consent of the Company under
any pension or retirement plan of the Company or Participating Affiliate, no
further amounts shall be credited to the Participant's Stock Purchase Account.
Thereafter, on the last business day of the Purchase Period during which such
Participant's approved retirement occurred and in accordance with Section 5.01,
the entire credit balance in such Participant's Stock Purchase Account will be
used to purchase Common Stock, unless such Participant has filed with the
Company, in advance of that day and subject to such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company
which elects to receive the entire credit balance in such Participant's Stock
Purchase Account in cash within 30 days after the end of that Purchase Period,
provided that (i) in no event shall any Participant be entitled to receive from
such Account any Company contributions credited to such Account at the end of
the Purchase Period pursuant to Section 3.03, and (ii) such Participant shall
have no right to purchase Common Stock in the event that the last day of such a
Purchase Period occurs more than three months following the termination of such
Participant's employment with the Company by reason of such an approved
retirement. In the event of any other termination of employment (other than
death) with the Company or a Participating Affiliate, participation in the Plan
will cease on the date the Participant ceases to be a Permanent Full-Time
Employee for any reason. In such event, the entire credit balance in such
Participant's Stock Purchase Account will be paid to the Participant in cash
within 30 days, provided that in no event shall any Participant be entitled to
receive from such Account any Company contributions credited to such Account at
the end of the Purchase Period pursuant to Section 3.03. For purposes of this
Section 6.03, a transfer of employment to any Affiliate, or a leave of absence
which has been approved by the Committee, will not be deemed a termination of
employment as a Permanent Full-Time Employee.

                         ARTICLE VII. NONTRANSFERABILITY

     Section 7.01 Nontransferable Right to Purchase. The right to purchase
Common Stock hereunder may not be assigned, transferred, pledged or hypothecated
(whether by operation of law or otherwise), except as provided in Section 6.02,
and will not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition or
levy of attachment or similar process upon the right to purchase will be null
and void and without effect.

     Section 7.02 Nontransferable Account. Except as provided in Section 6.02,
the amounts credited to a Stock Purchase Account may not be assigned,
transferred, pledged or hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.

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                        ARTICLE VIII. STOCK CERTIFICATES

     Section 8.01 Delivery. Promptly after the last day of each Purchase Period
and subject to such terms and conditions as the Committee in its sole discretion
may impose, the Company will cause to be delivered to or for the benefit of the
Participant a certificate representing the Common Stock purchased on the last
business day of such Purchase Period or cause to be made a book-entry credit
representing such Common Stock for the benefit of the Participant.

     Section 8.02 Securities Laws. The Company shall not be required to issue or
deliver any certificate representing Common Stock prior to registration under
the Securities Act of 1933, as amended, or registration or qualification under
any state law if such registration is required. The Company shall use its best
efforts to accomplish such registration (if and to the extent required) not
later than a reasonable time following the Purchase Period, and delivery of
certificates may be deferred until such registration is accomplished.

     Section 8.03 Completion of Purchase. A Participant shall have no interest
in the Common Stock purchased until a certificate representing the same is
issued to or for the benefit of the Participant.

     Section 8.04 Form of Ownership. The certificates representing Common Stock
issued under the Plan will be registered in the name of the Participant or
jointly in the name of the Participant and another person, as the Participant
may direct on a form provided by the Company.

                    ARTICLE IX. EFFECTIVE DATE, AMENDMENT AND
                               TERMINATION OF PLAN

     Section 9.01 Effective Date. The Plan was approved by the Board of
Directors on September 16, 1999 and shall be approved by the stockholders of the
Company prior to the Effective Date.

     Section 9.02 Plan Commencement. The initial Purchase Period under the Plan
will commence on the Effective Date. Thereafter, each succeeding Purchase Period
will commence and terminate in accordance with Section 1.03(m).

     Section 9.03 Powers of Board. The Board of Directors may amend or
discontinue the Plan at any time. No amendment or discontinuation of the Plan,
however, shall without stockholder approval be made that: (i) absent such
stockholder approval, would cause Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the "Act") to become unavailable with respect to the Plan,
(ii) requires stockholder approval under any rules or regulations of the
National Association of Securities Dealers, Inc. or any securities exchange that
are applicable to the Company, or (iii) permit the issuance of Common Stock
before payment therefor in full

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     Section 9.04 Automatic Termination. The Plan shall automatically terminate
when all of the shares of Common Stock provided for in Section 10.03 have been
sold.

                            ARTICLE X. ADMINISTRATION

     Section 10.01 The Committee. The Plan shall be administered by a committee
(the "Committee") of two or more directors of the Company, none of whom shall be
officers or employees of the Company and all of whom shall be "disinterested
persons" with respect to the Plan within the meaning of Rule 16b-3 under the
Act. The members of the Committee shall be appointed by and serve at the
pleasure of the Board of Directors.

     Section 10.02 Powers of Committee. Subject to the provisions of the Plan,
the Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order to
be effective, and to adopt such other rules and regulations for administering
the Plan as it may deem appropriate. The Committee shall have full and complete
authority to determine whether all or any part of the Common Stock acquired
pursuant to the Plan shall be subject to restrictions on the transferability
thereof or any other restrictions affecting in any manner a Participant's rights
with respect thereto but any such restrictions shall be contained in the form by
which a Participant elects to participate in the Plan pursuant to Section 2.02.
Decisions of the Committee will be final and binding on all parties who have an
interest in the Plan.

     Section 10.03 Stock to be Sold. The Common Stock to be issued and sold
under the Plan may be treasury shares or authorized but unissued shares, or the
Company may purchase Common Stock in the market for sale under the Plan. Except
as provided in Section 11.01, the aggregate number of shares of Common Stock to
be sold under the Plan will not exceed 900,000 shares.

     Section 10.04 Notices. Notices to the Committee should be addressed as
follow:

              eBenX, Inc.
              5500 Wayzata Boulevard, Suite 1275
              Minneapolis, Minnesota  55416
              Attention: Chairman, Employee Stock Purchase Plan Committee

                       ARTICLE XI. ADJUSTMENT FOR CHANGES
                               IN STOCK OR COMPANY

     Section 11.01 Stock Dividend or Reclassification. If the outstanding shares
of Common Stock are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, stock dividend, stock split, amendment to the Company's
Certificate of Incorporation, reverse stock split or otherwise, an appropriate
adjustment shall be made in the maximum numbers and kind of securities to be
purchased under the Plan with a corresponding adjustment in the purchase price
to be paid therefor.

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     Section 11.02 Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.

                           ARTICLE XII. APPLICABLE LAW

     Section 12.01 Minnesota Law. Rights to purchase Common Stock granted under
the Plan shall be construed and shall take effect in accordance with the laws of
the State of Minnesota.

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