<PAGE>   1
                                                                    EXHIBIT 10.2


                      INTEGRATED INFORMATION SYSTEMS, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN


      1.    PURPOSE.  The purpose of this Integrated Information Systems,
Inc. 2000 Employee Stock Purchase Plan (the "Plan") is to encourage stock
ownership by eligible employees of Integrated Information Systems, Inc. (the
"Company") and its Subsidiaries and thereby provide employees with an
incentive to contribute to the profitability and success of the Company.  The
Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code and will be maintained for the exclusive benefit of
eligible employees of the Company and its Subsidiaries.

      2.    DEFINITIONS.  For purposes of the Plan, in addition to the terms
defined in Section 1, the following terms are defined:

            (a)   "Board" means the Board of Directors of the Company.

            (b)   "Cash Account" means the account maintained on behalf of a
Participant by the Company for the purpose of holding cash contributions
withheld from payroll pending investment in Stock.

            (c)   "Code" means the Internal Revenue Code of 1986, as amended.

            (d)   "Custodian" means the registrar and transfer agent for the
Company's Stock, or any successor or replacement appointed by the Board or
its delagatee under Section 3(a).

            (e)   "Earnings" means a Participant's salary or wages for
services performed for the Company and its Subsidiaries and received by a
Participant for services rendered during an Offering Period.

            (f)   "Fair Market Value" means the closing price of the Stock on
the relevant date as reported on NASDAQ (or any national securities exchange
or quotation system on which the Stock is then listed), or if there were no
sales on that date the closing price on the next preceding date for which a
closing price was reported.

            (g)   "Offering Period" means the six-month period beginning
January 1, 2000 and ending June 30, 2000, and every six month period
thereafter, with the second Offering Period to begin on July 1, 2000 and
ending December 31, 2000; provided, however, that during the year 2000, the
first offering period shall begin on the consummation of the Company's
initial public offering of Stock (the "First Commencement Date") and shall
end on either (i) June 30, 2000, or, (ii) if the First Commencement Date is
after June 30, 2000, then December 31, 2000.

            (h)   "Participant" means an employee of the Company or a
Subsidiary who is participating in the Plan.
<PAGE>   2
            (i)   "Purchase Right" means a Participant's option to purchase
Stock that is deemed to be outstanding during a Offering Period.  A Purchase
Right represents an "option" under Section 423 of the Code.

            (j)   "Stock" means the common stock of the Company.

            (k)   "Stock Account" means the account maintained on behalf of
the Participant by the Custodian for the purpose of holding Stock acquired
under the Plan.

            (l)   "Subsidiary" means any corporation (other than the Company)
in 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 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain as set forth
in Code Section 424(f).

      3.    ADMINISTRATION.

            (a)   Board Administration.  The Plan will be administered by the
Board.  The Board may delegate its administrative duties and authority (other
than its authority to amend the Plan) to any Board committee or to any
officers or employees or committee thereof as the Board may designate (in
which case references to the Board will be deemed to refer to the
administrator to which such duties and authority have been delegated).  The
Board will have full authority to adopt, amend, suspend, waive, and rescind
rules and regulations and appoint agents as it deems necessary or advisable
to administer the Plan, to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the
Plan and rules and regulations thereunder, to furnish to the Custodian such
information as the Custodian may require, and to make all other decisions and
determinations under the Plan (including determinations relating to
eligibility).  No person acting in connection with the administration of the
Plan will, in that capacity, participate in deciding any matter relating to
his or her participation in the Plan.

            (b)   The Custodian.  The Custodian will act as custodian under
the Plan, and will perform duties under the Plan and in any agreement between
the Company and the Custodian.  The Custodian will establish and maintain
Participants Stock Accounts and any subaccounts as may be necessary or
desirable to administer the Plan.

            (c)   Waivers.  The Board may waive or modify any requirement
that a notice or election be made or filed under the Plan a specified period
in advance on an individual case or by adopting a rule or regulation under
the Plan, without amending the Plan.

            (d)   Other Administrative Provisions.  The Company will furnish
information from its records as directed by the Board, and such records,
including a Participant's Earnings, will be conclusive on all persons unless
determined by the Board to be incorrect.  Each Participant and other person
claiming benefits under the Plan must furnish to the Company in writing an
up-to-date mailing address and any other information as the Board or
Custodian may reasonably request.  Any communication, statement, or notice
mailed with postage prepaid to any such Participant or other person at the
last mailing address filed with the Company will be deemed sufficiently given
when mailed and will be binding upon the named recipient.  The Plan




                                      -2-
<PAGE>   3
will be administered on a reasonable and nondiscriminatory basis and uniform
rules will apply to all persons similarly situated. All Participants will have
equal rights and privileges (subject to the terms of the Plan) with respect to
Purchase Right outstanding during any given Offering Period.

      4.    STOCK SUBJECT TO PLAN.  Subject to adjustment as provided below,
the total number of shares of Stock reserved and available for issuance or
which may be otherwise acquired upon exercise of Purchase Rights under the
Plan will be 400,000.  Any shares of Stock delivered by the Company under the
Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares.  The number and kind of such shares of Stock subject to the
Plan will be proportionately adjusted, as determined by the Board, in the
event of any extraordinary dividend or other distribution, recapitalization,
forward or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar corporate
transaction or event affecting the Stock.

      5.    ENROLLMENT AND CONTRIBUTIONS.

            (a)   Eligibility.  An employee of the Company or a Subsidiary
may be enrolled in the Plan for any Offering Period if such employee is
employed by the Company or a Subsidiary on the first day of the Offering
Period, unless one of the following applies to the employee:

                  (i)   such person has been employed by the Company or a
                        Subsidiary less than 2 years; or

                  (ii)  such person is customarily employed by the Company or
                        a Subsidiary for 20 hours or less a week; or

                  (iii) such person is customarily employed by the Company or
                        a Subsidiary for not more than five months in any
                        calendar year;

                  (iv)  such person is a "highly compensated employee" within
                        the meaning of Section 414(q) of the Code; or

                  (v)   such person would, immediately upon enrollment, be
                        deemed to own, for purposes of Section 423(b)(3) of
                        the Code, an aggregate of five percent or more of the
                        total combined voting power or value of all
                        outstanding shares of all classes of the Company or
                        any Subsidiary.

The Company will notify an employee of the date as of which he or she is
eligible to enroll in the Plan, and will make available to each eligible
employee the necessary enrollment forms.  Notwithstanding the above, any
individual who is employed by the Company or a Subsidiary and who is working
outside of the United States shall not be eligible to participate in the Plan
if the laws of the country in which the employee is working makes the offer
of the Purchase Right or the delivery of Stock under the Plan impractical.
Additionally, the offer of the Purchase Right and the delivery of Stock under
the Plan shall only be effective for any individual who is employed by the
Company or a Subsidiary and who is working outside of the United States only




                                      -3-
<PAGE>   4
after the Company has complied with the applicable laws of the country in
which the employee is working.

            (b)   Initial Enrollment.  An employee who is eligible under
Section 5(a) (or who will become eligible on or before a given Offering
Period) may, after receiving current information about the Plan, initially
enroll in the Plan by executing and filing with the Company a properly
completed enrollment form, including the employee's election as to the rate
of payroll contributions for the Offering Period.  To be effective for any
Offering Period, such enrollment form must be filed at least two weeks
preceding such Offering Period.

            (c)   Automatic Re-enrollment for Subsequent Offering Periods.  A
Participant whose enrollment in, and payroll contributions under, the Plan
continues throughout a Offering Period will automatically be re-enrolled in
the Plan for the next Offering Period unless (i) the Participant terminates
enrollment before the next Offering Period in accordance with Section 7(a),
or (ii) the Participant is ineligible to participate under Section 5(a).  The
initial rate of payroll contributions for a Participant who is automatically
re-enrolled for a Offering Period will be the same as the rate of payroll
contribution in effect at the end of the preceding Offering Period, unless
the Participant files a new enrollment form designating a different rate of
payroll contributions and such new enrollment form is received no later than
two weeks prior to the beginning of the next Offering Period.

            (d)   Payroll Contributions.  A Participant will make
contributions under the Plan by means of payroll deductions from each payroll
period which ends during the Offering Period, at the rate elected by the
Participant in his or her enrollment form in effect for that Offering Period
(except that such rate may be changed during the Offering Period to the
extent permitted below).  The rate of payroll contributions elected by a
Participant may not be less than one percent (1%) nor more than ten percent
(10%) of the Participant's Earnings for each payroll period, and only whole
percentages may be elected; provided, however, that the Board may specify a
lower minimum rate and higher maximum rate, subject to Section 8(c).
Notwithstanding the above, a Participant's payroll contributions will be
adjusted downward by the Company as necessary to ensure that the limit on the
amount of Stock purchased with respect to a Offering Period set forth in
Section 6(a)(iii) is not exceeded.  A Participant may elect to increase,
decrease, or discontinue payroll contributions for a future Offering Period
by filing a new enrollment form designating a different rate of payroll
contributions, which form must be received at least two weeks prior to the
beginning of an Offering Period to be effective for that Offering Period.  In
addition, a Participant may elect to discontinue payroll contributions during
an Offering Period by filing a new enrollment form, such change to be
effective for the next payroll after the Participant's new enrollment form is
received.

            (e)   Crediting Payroll Contributions to Cash Accounts.  All
payroll contributions by a Participant under the Plan will be credited to a
Cash Account maintained by the Company on behalf of the Participant. The
Company will credit payroll contributions to each Participant's Cash Account
as soon as practicable after the contributions are withheld from the
Participant's Earnings.

            (f)   No Interest on Cash Accounts.  No interest will be credited
or paid on cash balances in Participant's Cash Accounts pending investment in
Stock.

                                      -4-
<PAGE>   5
      6.    PURCHASES OF STOCK

            (a)   Purchase Rights.  Enrollment in the Plan for any Offering
Period by a Participant will constitute a grant by the Company of a Purchase
Right to such Participant for such Offering Period.  Each Purchase Right will
be subject to the following terms:

                  (i)   The purchase price at which Stock will be purchased
                        under a Purchase Right will be as specified in
                        Section 6(c).

                  (ii)  Except as limited in (iii) below, the number of
                        shares of Stock that may be purchased upon exercise
                        of the Purchase Right for a Offering Period will
                        equal the number of shares (including fractional
                        shares) that can be purchased at the purchase price
                        specified in Section 6(c) with the aggregate amount
                        credited to the Participant's Cash Account as of the
                        last day of an Offering Period.

                  (iii) The number of shares of Stock subject to a
                        Participant's Purchase Right for any Offering Period
                        will not exceed the number derived by dividing
                        $12,500 by 100% of the Fair Market Value of one share
                        of Stock on the first day of the Offering Period for
                        the Offering Period.

                  (iv)  The Purchase Right will be automatically exercised on
                        the last day of the Offering Period.
                  (v)   Payments by a Participant for Stock purchased under a
                        Purchase Right will be made only through payroll
                        deduction in accordance with Section 5(d) and (e).

                  (vi)  The Purchase Right will expire on the earlier of the
                        last day of the Offering Period or the date on which
                        the Participant's enrollment in the Plan terminates.

            (b)   Purchase of Stock.  At or as promptly as practicable after
the last day of an Offering Period, amounts credited to each Participant's
Cash Account will be applied by the Company to purchase Stock, in accordance
with the terms of the Plan.  Shares of Stock will be purchased from the
Company.  The Company will aggregate the amounts in all Cash Accounts when
purchasing Stock, and shares purchased will be allocated to each
Participant's Stock Account in proportion to the cash amounts withdrawn from
such Participant's Cash Account.  After completing purchases for each
Offering Period (which will be completed in not more than 15 calendar days
after the last day of an Offering Period), all shares of Stock so purchased
for a Participant will be credited to the Participant's Stock Account.

            (c)   Purchase Price.  The purchase price of each share of Stock
purchased for each Offering Period will equal 85% of the lesser of (i) the
Fair Market Value of a share of Stock on the first day of an Offering Period,
or (ii) the Fair Market Value of a share of Stock on the last day of an
Offering Period.




                                      -5-
<PAGE>   6
            (d)   Dividend Reinvestment; Other Distributions.  Cash dividends
on any Stock credited to a Participant's Stock Account will be automatically
reinvested in additional shares of Stock; such amounts will not be available
in the form of cash to Participants.  The Company will aggregate all
purchases of Stock in connection with dividend reinvestment for a given
dividend payment date.  Purchases of Stock for purposes of dividend
reinvestment will be made as promptly as practicable (but not more than 15
calendar days) after a dividend payment date.  The purchases will be made
directly from the Company at 100% of the Fair Market Value of a share of
Stock on the dividend payment date.  Any shares of Stock distributed as a
dividend or distribution in respect of shares of Stock or in connection with
a split of the Stock credited to a Participant's Stock Account will be
credited to such Account.

            (e)   Withdrawals and Transfers.  Shares of Stock may be
withdrawn from a Participant's Stock Account, in which case one or more
certificates for whole shares may be issued in the name of, and delivered to,
the Participant, with such Participant receiving cash in lieu of fractional
shares based on the Fair Market Value of a share of Stock on the day
preceding the date of withdrawal.  Alternatively, whole shares of Stock may
be withdrawn from a Participant's Stock Account by means of a transfer to a
broker-dealer or financial institution that maintains an account for the
Participant, together with the transfer of cash in lieu of fractional shares
based on the Fair Market Value of a share of Stock on the day preceding the
date of withdrawal.  Participants may not designate any other person to
receive shares of Stock withdrawn or transferred under the Plan.  A
Participant seeking to withdraw or transfer shares of Stock must give
instructions to the Custodian in such manner and form as may be prescribed by
the Custodian, which instructions will be acted upon as promptly as
practicable.  Withdrawals and transfers will be subject to any fees imposed
in accordance with Section 8(a).

            (f)   Excess Account Balances.  If any amounts remain in a Cash
Account following the date on which the Company purchases Stock for an
Offering Period as a result of the limitation set forth in Section 6(a)(iii)
or for any other reason, such amounts will be returned to the Participant  as
promptly as practicable.

      7.    TERMINATION AND DISTRIBUTIONS.

            (a)   Termination of Enrollment.  A Participant's enrollment in
the Plan will terminate upon (i) the beginning of any payroll period or
Offering Period that begins after he or she files a written notice of
termination of enrollment with the Company, provided that such Participant
will continue to be deemed to be enrolled with respect to any completed
Offering Period for which purchases have not been completed, (ii) such time
as the Participant becomes ineligible to participate under Section 5(a) of
the Plan, or (iii) the termination of the Participant's employment by the
Company and its Subsidiaries.  An employee whose enrollment in the Plan
terminates may again enroll in the Plan as of any subsequent Offering Period
that is at least 90 days after such termination of enrollment if he or she
satisfies the eligibility requirements of Section 5(a) as of such Offering
Period.  A Participant's election to discontinue payroll contributions will
not constitute a termination of enrollment.

            (b)   Distribution.  As soon as practicable after a Participant's
enrollment in the Plan terminates, amounts in the Participant's Cash Account
which resulted from payroll contributions will be repaid to the Participant.
The Custodian will continue to maintain the



                                      -6-
<PAGE>   7
Participant's Stock Account for the Participant until the earlier of such
time as the Participant directs the sale of all Stock in the Account, withdraws,
or transfers all Stock in the Account, or one year after the Participant ceases
to be employed by the Company and its Subsidiaries. If a Participant's
termination of enrollment results from his or her death, all amounts payable
will be paid to his or her estate.

      8.    GENERAL.

            (a)   Costs.  Costs and expenses incurred in the administration
of the Plan and maintenance of Accounts will be paid by the Company, to the
extent provided in this Section 8(a).  Any brokerage fees and commissions for
the purchase of Stock under the Plan (including Stock purchased upon
reinvestment of dividends and distributions) will be paid by the Company, but
any brokerage fees and commissions for the sale of Stock under the Plan by a
Participant will be borne by such Participant.  The rate at which such fees
and commissions will be charged to Participants will be determined by the
Custodian or any broker-dealer used by the Custodian (including an affiliate
of the Custodian), and communicated from time to time to Participants.  In
addition, the Custodian may impose or pass through a reasonable fee for the
withdrawal of Stock in the form of stock certificates (as permitted under
Section 6(e)), and reasonable fees for other services unrelated to the
purchase of Stock under the Plan, to the extent approved in writing by the
Company and communicated to Participants.

            (b)   Statements to Participants.  The Participant's statement
will reflect payroll contributions, purchases, sales, and withdrawals and
transfers of shares of Stock and other Plan transactions by appropriate
adjustments to the Participant's Accounts.  The Custodian will, not less
frequently than semi-annually, provide or cause to be provided a written
statement to the Participant showing the transactions in his or her Stock
Account and the date thereof, the number of shares of Stock credited or sold,
the aggregate purchase price paid or sales price received, the purchase or
sales price per share, the brokerage fees and commissions paid (if any), the
total shares held for the Participant's Stock Account (computed to at least
three decimal places), and such other information as agreed to by the
Custodian and the Company.

            (c)   Compliance with Section 423.  It is the intent of the
Company that this Plan comply in all respects with applicable requirements of
Section 423 of the Code and regulations thereunder.  Accordingly, if any
provision of this Plan does not comply with such requirements, such provision
will be construed or deemed amended to the extent necessary to conform to
such requirements.

      9.    GENERAL PROVISIONS.

            (a)   Compliance With Legal and Other Requirements.  The Plan,
the granting and exercising of Purchase Rights hereunder, and the other
obligations of the Company and the Custodian under the Plan will be subject
to all applicable federal and state laws, rules, and regulations, and to such
approvals by any regulatory or governmental agency as may be required.  The
Company may, in its discretion, postpone the issuance or delivery of Stock
upon exercise of Purchase Rights until completion of such registration or
qualification of such Stock or other required action under any federal or
state law, rule, or regulation, or the laws of any country in which employees
of the Company and a Subsidiary who are nonresident aliens and who are




                                      -7-
<PAGE>   8
eligible to participate reside, or other required action with respect to any
automated quotation system or stock exchange upon which the Stock or other
Company securities are designated or listed, or compliance with any other
contractual obligation of the Company, as the Company may consider
appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with
the issuance or delivery of Stock in compliance with applicable laws, rules,
and regulations, designation or listing requirements, or other contractual
obligations.

            (b)   Limits on Encumbering Rights.  No right or interest of a
Participant under the Plan, including any Purchase Right, may be pledged,
encumbered, or hypothecated to or in favor of any party, subject to any lien,
obligation, or liability of such Participant, or otherwise assigned,
transferred, or disposed of except pursuant to the laws of descent or
distribution, and any right of a Participant under the Plan will be
exercisable during the Participant's lifetime only by the Participant.

            (c)   No Right to Continued Employment.  Neither the Plan nor any
action taken hereunder, including the grant of a Purchase Right, will be
construed as giving any employee the right to be retained in the employ of
the Company or any of its Subsidiaries, nor will it interfere in any way with
the right of the Company or any of its Subsidiaries to terminate any
employee's employment at any time.

            (d)   Taxes.  The Company or any Subsidiary is authorized to
withhold from any payment to be made to a Participant, including any payroll
and other payments not related to the Plan, amounts of withholding and other
taxes due in connection with any transaction under the Plan, and a
Participant's enrollment in the Plan will be deemed to constitute his or her
consent to such withholding.  In addition, Participants may be required to
advise the Company of sales and other dispositions of Stock acquired under
the plan in order to permit the Company to comply with tax laws and to claim
any tax deductions to which the Company may be entitled with respect to the
Plan.  This provision and other Plan provisions do not set forth an
explanation of the tax consequences to Participants under the Plan.  A brief
summary of the tax consequences will be included in disclosure documents to
be separately furnished to Participants.

            (e)   Changes to the Plan.  The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of shareholders or
Participants, except that any such action will be subject to the approval of
the Company's shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation or
the rules of any automated quotation system or stock exchange on which the
Stock may then be quoted or listed, or if such shareholder approval is
necessary in order for the Plan to continue to meet the requirements of
Section 423 of the Code, and the Board may otherwise, in its discretion,
determine to submit other such actions to shareholders for approval.
However, without the consent of an affected Participant, no amendment,
alteration, suspension, discontinuation, or termination of the Plan may
materially and adversely affect the rights of such Participant with respect
to outstanding Purchase Rights relating to any Offering Period that has been
completed prior to such Board action.  The foregoing notwithstanding, upon
termination of the Plan the Board may elect to terminate all outstanding
Purchase Rights at such time as the Board may designate; in the event of such
termination of any Purchase Right prior to its exercise,




                                      -8-
<PAGE>   9
all amounts contributed to the Plan which remain in a Participant's Cash Account
will be returned to the Participant (without interest) as promptly as
practicable.

            (f)   No Rights to Participate; No Shareholder Rights.  No
Participant or employee will have any claim to participate in the Plan with
respect to Offering Periods that have not commenced, and the Company will
have no obligation to continue the Plan.   No Purchase Right will confer on
any Participant any of the rights of a shareholder of the Company unless and
until Stock is duly issued or transferred and delivered to the Participant
(or credited to the Participant's Stock Account).

            (g)   Fractional Shares.  Unless otherwise determined by the
Board, purchases of Stock under the Plan executed by the Custodian may result
in the crediting of fractional shares of Stock to the Participant's Stock
Account.  Such fractional shares will be computed to at least three decimal
places.  Fractional shares will not, however, be issued by the Company, and
certificates representing fractional shares will not be delivered to
Participants under any circumstances.

            (h)   Plan Year.  The Plan will operate on a plan year that
begins on January 1 and ends December 31 in each year.

            (i)   Governing Law.  The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan will be
determined in accordance with the laws of the State of Arizona, without
giving effect to principles of conflicts of laws, and applicable federal law.

            (j)   Effective Date.  The Plan will become effective on the
First Commencement Date, subject to the Plan being approved by shareholders
of the Company, at a meeting thereof, by a vote sufficient to meet the
requirements of Section 423(b)(2) of the Code.  If the Plan is not approved
in accordance with Section 423(b)(2) of the Code, each Participant's Purchase
Right shall be void and amounts credited to the Participant's Cash Account
shall be promptly returned to the Participant.  In the event the First
Commencement Date does not commence by December 31, 2000, the Plan shall be
terminated notwithstanding any approval thereof by shareholders of the
Company.



                                      -9-