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                                                                    Exhibit 10.7

                                   iPASS INC.
                        2003 EMPLOYEE STOCK PURCHASE PLAN

               ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2003
                      APPROVED BY STOCKHOLDERS: [_________]

1.       PURPOSE.

         (a)      The purpose of the Plan is to provide a means by which
Employees of the Company and certain designated Subsidiaries may be given an
opportunity to purchase shares of the Common Stock of the Company.

         (b)      The Company, by means of the Plan, seeks to retain the
services of such Employees, to secure and retain the services of new Employees
and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Related Corporations.

         (c)      The Company intends that the Purchase Rights be considered
options issued under an Employee Stock Purchase Plan.

2.       DEFINITIONS.

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

         (b)      "COMMON STOCK" means the common stock of the Company.

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

         (d)      "COMMITTEE" means a committee appointed by the Board in
accordance with Section 3(c) of the Plan.

         (e)      "COMPANY" means iPass Inc., a Delaware corporation.

         (f)      "CONTRIBUTIONS" means the payroll deductions, and other
additional payments specifically provided for in the Offering, that a
Participant contributes to fund the exercise of a Purchase Right. A Participant
may make additional payments into his or her account, if specifically provided
for in the Offering, and then only if the Participant has not already had the
maximum permitted amount through payroll deductions withheld during the
Offering.

         (g)      "CORPORATE TRANSACTION" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

                  (i)      a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company;

                  (ii)     a sale or other disposition of at least ninety
percent (90%) of the outstanding securities of the Company;

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                  (iii)    a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or

                  (iv)     a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise.

         (h)      "DIRECTOR" means a member of the Board.

         (i)      "ELIGIBLE EMPLOYEE" means an Employee who meets the
requirements set forth in the Offering for eligibility to participate in the
Offering, provided that such Employee also meets the requirements for
eligibility to participate set forth in the Plan.

         (j)      "EMPLOYEE" means any person, including Officers and Directors,
who is employed for purposes of Section 423(b)(4) of the Code by the Company or
a Subsidiary. Neither service as a Director nor payment of a director's fee
shall be sufficient to make an individual an Employee of the Company or a
Subsidiary.

         (k)      "EMPLOYEE STOCK PURCHASE PLAN" means a plan that grants
Purchase Rights intended to be options issued under an "employee stock purchase
plan," as that term is defined in Section 423(b) of the Code.

         (l)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (m)      "FAIR MARKET VALUE" means the value of a security, as
determined in good faith by the Board. If the security is listed on any
established stock exchange or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of the security, unless otherwise
determined by the Board, shall be the closing sales price (rounded up where
necessary to the nearest whole cent) for such security (or the closing bid, if
no sales were reported) as quoted on such exchange or market (or the exchange or
market with the greatest volume of trading in the relevant security of the
Company) on the Trading Day prior to the relevant determination date, as
reported in The Wall Street Journal or such other source as the Board deems
reliable.

         (n)      "OFFERING" means the grant of Purchase Rights to purchase
shares of Common Stock under the Plan to Eligible Employees.

         (o)      "OFFERING DATE" means a date selected by the Board for an
Offering to commence.

         (p)      "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

         (q)      "PARTICIPANT" means an Eligible Employee who holds an
outstanding Purchase Right granted pursuant to the Plan.

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         (r)      "PLAN" means this LeapFrog Enterprises, Inc. 2002 Employee
Stock Purchase Plan.

         (s)      "PURCHASE DATE" means one or more dates during an Offering
established by the Board on which Purchase Rights shall be exercised and as of
which purchases of shares of Common Stock shall be carried out in accordance
with such Offering.

         (t)      "PURCHASE PERIOD" means a period of time specified within an
Offering beginning on the Offering Date or on the next day following a Purchase
Date within an Offering and ending on a Purchase Date. An Offering may consist
of one or more Purchase Periods.

         (u)      "PURCHASE RIGHT" means an option to purchase shares of Common
Stock granted pursuant to the Plan.

         (v)      "RELATED CORPORATION" means any parent corporation or
subsidiary corporation, whether now or hereafter existing, as those terms are
defined in Sections 424(e) and (f), respectively, of the Code.

         (w)      "SUBSIDIARY" means any subsidiary corporation, whether now or
hereafter existing, as such term is defined in Section 424(f) of the Code.

         (x)      "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (y)      "TRADING DAY" means any day the exchange(s) or market(s) on
which shares of Common Stock are listed, whether it be any established stock
exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise,
is open for trading.

3.       ADMINISTRATION.

         (a)      The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 3(c). Whether or
not the Board has delegated administration, the Board shall have the final power
to determine all questions of policy and expediency that may arise in the
administration of the Plan.

         (b)      The Board (or the Committee) shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:

                  (i)      To determine when and how Purchase Rights to purchase
shares of Common Stock shall be granted and the provisions of each Offering of
such Purchase Rights (which need not be identical).

                  (ii)     To designate from time to time which Subsidiaries of
the Company shall be eligible to participate in the Plan.

                  (iii)    To construe and interpret the Plan and Purchase
Rights, and to establish, amend and revoke rules and regulations for the
administration of the Plan. The Board, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective.

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                  (iv)     To amend the Plan as provided in Section 15.

                  (v)      Generally, to exercise such powers and to perform
such acts as it deems necessary or expedient to promote the best interests of
the Company and its Related Corporations and to carry out the intent that the
Plan be treated as an Employee Stock Purchase Plan.

         (c)      The Board may delegate administration of the Plan to a
Committee of the Board composed of one (1) or more members of the Board. If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan. If administration is delegated to a Committee,
references to the Board in this Plan and in the Offering document shall
thereafter be deemed to be to the Board or the Committee, as the case may be.

4.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

         (a)      SHARE RESERVE. Subject to the provisions of Section 14
relating to capitalization adjustments, the shares of Common Stock that may be
sold pursuant to Purchase Rights shall not exceed in the aggregate two million
(2,000,000) shares of Common Stock, plus an annual increase to be added on the
first day of the fiscal year of the Company for a period of ten (10) years,
commencing on the first day of the fiscal year that begins on January 1, 2004
and ending on (and including) the first day of the fiscal year that begins on
January 1, 2014 (each such day, a "Calculation Date"), equal to the lesser of
(i) one percent (1%) of the shares of Common Stock outstanding on each such
Calculation Date (rounded down to the nearest whole share); or (ii) seven
hundred fifty thousand (750,000) shares of Common Stock. Notwithstanding the
foregoing, the Board may act, prior to the first day of any fiscal year of the
Company, to increase the share reserve by such number of shares of Common Stock
as the Board shall determine, which number shall be less than each of (i) and
(ii).

5.       GRANT OF PURCHASE RIGHTS; OFFERING.

         (a)      The Board may from time to time grant or provide for the grant
of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible
Employees in an Offering (consisting of one or more Purchase Periods) on an
Offering Date or Offering Dates selected by the Board. Each Offering shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate, which shall comply with the requirement of Section 423(b)(5) of the
Code that all Employees granted Purchase Rights shall have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated by
reference into the Plan and treated as part of the Plan. The provisions of
separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
document comprising the Offering or otherwise) the period during which the
Offering shall be effective, which period shall not exceed twenty-seven (27)
months beginning with the Offering Date, and the substance of the provisions
contained in Sections 6 through 9, inclusive.

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         (b)      If a Participant has more than one Purchase Right outstanding
under the Plan, unless he or she otherwise indicates in agreements or notices
delivered hereunder: (i) each agreement or notice delivered by that Participant
shall be deemed to apply to all of his or her Purchase Rights under the Plan,
and (ii) a Purchase Right with a lower exercise price (or an earlier-granted
Purchase Right, if different Purchase Rights have identical exercise prices)
shall be exercised to the fullest possible extent before a Purchase Right with a
higher exercise price (or a later-granted Purchase Right, if different Purchase
Rights have identical exercise prices) shall be exercised.

6.       ELIGIBILITY.

         (a)      Purchase Rights may be granted only to Employees of the
Company or, as the Board may designate as provided in Section 3(b), to Employees
of a Subsidiary. Except as provided in Section 6(b), an Employee shall not be
eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employee has been in the employ of the Company or the Subsidiary, as
the case may be, for such continuous period preceding such Offering Date as the
Board may require, but in no event shall the required period of continuous
employment be greater than two (2) years. In addition, the Board may provide
that no Employee shall be eligible to be granted Purchase Rights under the Plan
unless, on the Offering Date, such Employee's customary employment with the
Company or the Subsidiary is more than twenty (20) hours per week and more than
five (5) months per calendar year.

         (b)      The Board may provide that each person who, during the course
of an Offering, first becomes an Eligible Employee shall, on a date or dates
specified in the Offering which coincides with the day on which such person
becomes an Eligible Employee or which occurs thereafter, receive a Purchase
Right under that Offering, which Purchase Right shall thereafter be deemed to be
a part of that Offering. Such Purchase Right shall have the same characteristics
as any Purchase Rights originally granted under that Offering, as described
herein, except that:

                  (i)      the date on which such Purchase Right is granted
shall be the "Offering Date" of such Purchase Right for all purposes, including
determination of the exercise price of such Purchase Right;

                  (ii)     the period of the Offering with respect to such
Purchase Right shall begin on its Offering Date and end coincident with the end
of such Offering; and

                  (iii)    the Board may provide that if such person first
becomes an Eligible Employee within a specified period of time before the end of
the Offering, he or she shall not receive any Purchase Right under that
Offering.

         (c)      No Employee shall be eligible for the grant of any Purchase
Rights under the Plan if, immediately after any such Purchase Rights are
granted, such Employee owns stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or
of any Related Corporation. For purposes of this Section 6(c), the rules of
Section 424(d) of the Code shall apply in determining the stock ownership of any
Employee, and stock which such Employee may purchase under all outstanding
Purchase Rights and options shall be treated as stock owned by such Employee.

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         (d)      As specified by Section 423(b)(8) of the Code, an Eligible
Employee may be granted Purchase Rights under the Plan only if such Purchase
Rights, together with any other rights granted under all Employee Stock Purchase
Plans of the Company and any Related Corporations, do not permit such Eligible
Employee's rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair
Market Value of such stock (determined at the time such rights are granted, and
which, with respect to the Plan, shall be determined as of their respective
Offering Dates) for each calendar year in which such rights are outstanding at
any time.

         (e)      Officers of the Company and any designated Subsidiaries, if
they are otherwise Eligible Employees, shall be eligible to participate in
Offerings under the Plan. Notwithstanding the foregoing, the Board may provide
in an Offering that Employees who are highly compensated Employees within the
meaning of Section 423(b)(4)(D) of the Code shall not be eligible to
participate.

7.       PURCHASE RIGHTS; PURCHASE PRICE.

         (a)      On each Offering Date, each Eligible Employee, pursuant to an
Offering made under the Plan, shall be granted a Purchase Right to purchase up
to that number of shares of Common Stock purchasable either with a percentage or
with a maximum dollar amount, as designated by the Board, but in either case not
exceeding fifteen percent (15%) of such Employee's Earnings (as defined by the
Board in each Offering) during the period that begins on the Offering Date (or
such later date as the Board determines for a particular Offering) and ends on
the date stated in the Offering, which date shall be no later than the end of
the Offering.

         (b)      The Board shall establish one (1) or more Purchase Dates
during an Offering as of which Purchase Rights granted pursuant to that Offering
shall be exercised and purchases of shares of Common Stock shall be carried out
in accordance with such Offering.

         (c)      In connection with each Offering made under the Plan, the
Board may specify a maximum number of shares of Common Stock that may be
purchased by any Participant on any Purchase Date during such Offering. In
connection with each Offering made under the Plan, the Board may specify a
maximum aggregate number of shares of Common Stock that may be purchased by all
Participants pursuant to such Offering. In addition, in connection with each
Offering that contains more than one Purchase Date, the Board may specify a
maximum aggregate number of shares of Common Stock that may be purchased by all
Participants on any given Purchase Date under the Offering. If the aggregate
purchase of shares of Common Stock issuable upon exercise of Purchase Rights
granted under the Offering would exceed any such maximum aggregate number, then,
in the absence of any Board action otherwise, a pro rata allocation of the
shares of Common Stock available shall be made in as nearly a uniform manner as
shall be practicable and equitable.

         (d)      The purchase price of shares of Common Stock acquired pursuant
to Purchase Rights shall be not less than the lesser of:

                  (i)      an amount equal to eighty-five percent (85%) of the
Fair Market Value of the shares of Common Stock on the Offering Date; or

                                      6.
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                  (ii)     an amount equal to eighty-five percent (85%) of the
Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

8.       PARTICIPATION; WITHDRAWAL; TERMINATION.

         (a)      A Participant may elect to authorize payroll deductions
pursuant to an Offering under the Plan by completing and delivering to the
Company, within the time specified in the Offering, an enrollment form (in such
form as the Company may provide). Each such enrollment form shall authorize an
amount of Contributions expressed as a percentage of the submitting
Participant's Earnings (as defined in each Offering) during the Offering (not to
exceed any maximum percentage or amount specified by the Board). Each
Participant's Contributions shall be credited to a bookkeeping account for such
Participant under the Plan and shall be deposited with the general funds of the
Company except where applicable law requires that Contributions be deposited
with a third party. To the extent provided in the Offering, a Participant may
begin such Contributions after the beginning of the Offering. To the extent
provided in the Offering, a Participant may thereafter reduce (including to
zero) or increase his or her Contributions.

         (b)      During an Offering, a Participant may cease making
Contributions and withdraw from the Offering by delivering to the Company a
notice of withdrawal in such form as the Company may provide. Such withdrawal
may be elected at any time prior to the end of the Offering, except as provided
otherwise in the Offering. Upon such withdrawal from the Offering by a
Participant, the Company shall distribute to such Participant all of his or her
accumulated Contributions (reduced to the extent, if any, such deductions have
been used to acquire shares of Common Stock for the Participant) under the
Offering, and such Participant's Purchase Right in that Offering shall thereupon
terminate. A Participant's withdrawal from an Offering shall have no effect upon
such Participant's eligibility to participate in any other Offerings under the
Plan, but such Participant shall be required to deliver a new enrollment form in
order to participate in subsequent Offerings.

         (c)      Purchase Rights granted pursuant to any Offering under the
Plan shall terminate immediately upon a Participant ceasing to be an Employee
for any reason or for no reason (subject to any post-employment participation
period required by law) or other lack of eligibility. The Company shall
distribute to such terminated or otherwise ineligible Employee all of his or her
accumulated Contributions (reduced to the extent, if any, such deductions have
been used to acquire shares of Common Stock for the terminated or otherwise
ineligible Employee) under the Offering.

         (d)      Purchase Rights shall not be transferable by a Participant
otherwise than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in Section 13 and, during a Participant's
lifetime, shall be exercisable only by such Participant.

         (e)      Unless otherwise specified in an Offering, the Company shall
have no obligation to pay interest on Contributions.

         (f)      Notwithstanding any other provision of this Plan, in
connection with the first Offering under this Plan (the "Initial Offering"),
each Eligible Employee who is employed on the date the Company's Common Stock is
first offered to the public under a registration statement

                                      7.
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declared effective under the Securities Act automatically shall be enrolled in
the Initial Offering, with a Purchase Right to purchase up to the number of
shares of Common Stock that are purchasable with fifteen percent (15%) of the
Eligible Employee's Earnings, subject to any limitations set forth in the
Offering. Following the filing of an effective registration statement pursuant
to a Form S-8, such Eligible Employee shall be provided a certain period of
time, as determined by the Company in its sole discretion, within which to elect
to authorize payroll deductions for the purchase of shares during the Initial
Offering (which may be for a percentage that is less than fifteen percent (15%)
of the Eligible Employee's Earnings). If such Eligible Employee elects not to
authorize such payroll deductions, the Eligible Employee instead may purchase
shares of Common Stock under the Plan by delivering a single cash payment for
the purchase of such shares to the Company or a designated Subsidiary prior to
the ten (10) day period (or such shorter period of time as determined by the
Company and communicated to Participants) immediately preceding the Purchase
Date under the Initial Offering. If an Eligible Employee neither elects to
authorize payroll deductions nor chooses to make a cash payment in accordance
with the foregoing sentence, then the Eligible Employee shall not purchase any
shares of Common Stock during the Initial Offering. After the end of the Initial
Offering, in order to participate in any subsequent Offerings, an Eligible
Employee must enroll and authorize payroll deductions prior to the commencement
of the Offering; provided, however, that once an Eligible Employee enrolls in an
Offering and authorizes payroll deductions (including in connection with the
Initial Offering), the Eligible Employee automatically shall be enrolled for all
subsequent Offerings until he or she elects to withdraw from an Offering, as
provided in paragraph (b) above, or terminates his or her participation in the
Plan, as provided in paragraph (c) above.

         (g)      Notwithstanding any other provision of this Plan to the
contrary, if applicable law prevents one or more Participants from making
Contributions to the Plan in the form of payroll deductions, then, to the extent
provided in the Offering, the Company shall enter into other arrangements with
such Participants with respect to their Contributions under the Plan.

9.       EXERCISE.

         (a)      On each Purchase Date during an Offering, each Participant's
accumulated Contributions shall be applied to the purchase of shares of Common
Stock up to the maximum number of shares of Common Stock permitted pursuant to
the terms of the Plan and the applicable Offering, at the purchase price
specified in the Offering. No fractional shares shall be issued upon the
exercise of Purchase Rights unless specifically provided for in the Offering.

         (b)      If any amount of accumulated Contributions remains in a
Participant's account after the purchase of shares of Common Stock and such
remaining amount is less than the amount required to purchase one share of
Common Stock on the final Purchase Date of an Offering, then such remaining
amount shall be held in such Participant's account for the purchase of shares of
Common Stock under the next Offering under the Plan, unless such Participant
withdraws from such next Offering, as provided in Section 8(b), or is not
eligible to participate in such Offering, as provided in Section 6, in which
case such amount shall be distributed to such Participant after said final
Purchase Date. If the amount of Contributions remaining in a Participant's
account after the purchase of shares of Common Stock is at least equal to the
amount required to purchase one (1) whole share of Common Stock on the final

                                      8.
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Purchase Date of the Offering, then such remaining amount shall be distributed
in full to such Participant at the end of the Offering.

         (c)      No Purchase Rights may be exercised to any extent unless the
shares of Common Stock to be issued upon such exercise under the Plan are
covered by an effective registration statement pursuant to the Securities Act
and the Plan is in material compliance with all applicable federal, state,
foreign and other securities and other laws applicable to the Plan. If on a
Purchase Date during any Offering hereunder the shares of Common Stock are not
so registered or the Plan is not in such compliance, no Purchase Rights or any
Offering shall be exercised on such Purchase Date, and the Purchase Date shall
be delayed until the shares of Common Stock are subject to such an effective
registration statement and the Plan is in such compliance, except that the
Purchase Date shall not be delayed more than twelve (12) months and the Purchase
Date shall in no event be more than twenty-seven (27) months from the Offering
Date. If, on the Purchase Date under any Offering hereunder, as delayed to the
maximum extent permissible, the shares of Common Stock are not registered and
the Plan is not in such compliance, no Purchase Rights or any Offering shall be
exercised and all Contributions accumulated during the Offering (reduced to the
extent, if any, such deductions have been used to acquire shares of Common
Stock) shall be distributed to the Participants.

10.      COVENANTS OF THE COMPANY.

         (a)      The Company shall seek to obtain from each federal, state,
foreign or other regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to issue and sell shares of Common Stock
upon exercise of the Purchase Rights. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority
that counsel for the Company deems necessary for the lawful issuance and sale of
shares of Common Stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell shares of Common Stock upon exercise of
such Purchase Rights unless and until such authority is obtained.

11.      USE OF PROCEEDS FROM SHARES OF COMMON STOCK.

         Proceeds from the sale of shares of Common Stock pursuant to Purchase
Rights shall constitute general funds of the Company.

12.      RIGHTS AS A STOCKHOLDER.

         A Participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, shares of Common Stock subject to
Purchase Rights unless and until the Participant's shares of Common Stock
acquired upon exercise of Purchase Rights are recorded in the books of the
Company (or its transfer agent).

13.      DESIGNATION OF BENEFICIARY.

         (a)      A Participant may file a written designation of a beneficiary
who is to receive any shares of Common Stock and/or cash, if any, from the
Participant's account under the Plan in the event of such Participant's death
subsequent to the end of an Offering but prior to delivery to the Participant of
such shares of Common Stock or cash. In addition, a Participant may file a
written

                                      9.
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designation of a beneficiary who is to receive any cash from the Participant's
account under the Plan in the event of such Participant's death during an
Offering.

         (b)      The Participant may change such designation of beneficiary at
any time by written notice. In the event of the death of a Participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such Participant's death, the Company shall deliver such shares of
Common Stock and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its sole discretion, may deliver such
shares of Common Stock and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.

14.      ADJUSTMENTS UPON CHANGES IN SECURITIES; CORPORATE TRANSACTIONS.

         (a)      If any change is made in the shares of Common Stock, subject
to the Plan, or subject to any Purchase Right, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan shall be appropriately
adjusted in the type(s), class(es) and maximum number of shares of Common Stock
subject to the Plan pursuant to Section 4(a), and the outstanding Purchase
Rights shall be appropriately adjusted in the type(s), class(es), number of
shares and purchase limits of such outstanding Purchase Rights. The Board shall
make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a "transaction not involving the receipt of consideration by
the Company.")

         (b)      In the event of a Corporate Transaction, then: (i) any
surviving or acquiring corporation may continue or assume Purchase Rights
outstanding under the Plan or may substitute similar rights (including a right
to acquire the same consideration paid to stockholders in the Corporate
Transaction) for those outstanding under the Plan, or (ii) if any surviving or
acquiring corporation does not assume such Purchase Rights or does not
substitute similar rights for Purchase Rights outstanding under the Plan, then,
the Participants' accumulated Contributions shall be used to purchase shares of
Common Stock within fifteen (15) days prior to the Corporate Transaction under
the ongoing Offering (with such date of purchase constituting a Purchase Date),
and the Participants' Purchase Rights under the ongoing Offering shall terminate
immediately after such purchase.

15.      AMENDMENT OF THE PLAN.

         (a)      The Board at any time, and from time to time, may amend the
Plan. However, except as provided in Section 14 relating to adjustments upon
changes in securities and except as to amendments solely to benefit the
administration of the Plan, to take account of a change in legislation or to
obtain or maintain favorable tax, exchange control or regulatory treatment for
Participants or the Company or any Related Corporation, no amendment shall be
effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary for

                                      10.
<PAGE>
the Plan to satisfy the requirements of Section 423 of the Code or other
applicable laws or regulations.

         (b)      It is expressly contemplated that the Board may amend the Plan
in any respect the Board deems necessary or advisable to provide Employees with
the maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to Employee Stock Purchase
Plans and/or to bring the Plan and/or Purchase Rights into compliance therewith.

         (c)      The rights and obligations under any Purchase Rights granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
except: (i) with the consent of the person to whom such Purchase Rights were
granted, or (ii) as necessary to comply with any laws or governmental
regulations (including, without limitation, the provisions of the Code and the
regulations promulgated thereunder relating to Employee Stock Purchase Plans).

16.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a)      The Board in its discretion may suspend or terminate the Plan
at any time. Unless sooner terminated, the Plan shall terminate at the time that
all of the shares of Common Stock reserved for issuance under the Plan, as
increased and/or adjusted from time to time, have been issued under the terms of
the Plan. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated.

         (b)      Any benefits, privileges, entitlements and obligations under
any Purchase Rights while the Plan is in effect shall not be impaired by
suspension or termination of the Plan except (i) as expressly provided in the
Plan or with the consent of the person to whom such Purchase Rights were
granted, (ii) as necessary to comply with any laws, regulations, or listing
requirements, or (iii) as necessary to ensure that the Plan and/or Purchase
Rights comply with the requirements of Section 423 of the Code.

17.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Purchase Rights shall be exercised unless and until the Plan has been approved
by the stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted by the Board.

18.      MISCELLANEOUS PROVISIONS.

         (a)      The Plan and Offering do not constitute an employment
contract. Nothing in the Plan or in the Offering shall in any way alter the at
will nature of a Participant's employment or be deemed to create in any way
whatsoever any obligation on the part of any Participant to continue in the
employ of the Company or a Related Corporation, or on the part of the Company or
a Related Corporation to continue the employment of a Participant.

         (b)      The provisions of the Plan shall be governed by the laws of
the State of Delaware without resort to that state's conflicts of laws rules.

                                      11.
<PAGE>
                                   iPASS, INC.

                        2003 EMPLOYEE STOCK PURCHASE PLAN
                                  U.S. OFFERING

               ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2003

         In this document, capitalized terms not otherwise defined shall have
the same definitions of such terms as in the iPass, Inc., 2003 Employee Stock
Purchase Plan.

1.       GRANT; OFFERING DATE.

         (a)      The Board hereby authorizes a series of Offerings pursuant to
the terms of this Offering document.

         (b)      The first Offering hereunder (the "Initial Offering") shall
begin on the date the Company's Common Stock is first offered to the public
under a registration statement declared effective under the Securities Act (the
"IPO Date") and shall end on April 30, 2004, provided that April 30, 2004 is at
least twelve (12) months after the IPO Date, unless terminated earlier as
provided below. If April 30, 2004 is not at least twelve (12) months after the
IPO Date, then the Initial Offering shall end on October 31, 2004, unless
terminated earlier as provided below. After the Initial Offering, an Offering
shall begin on the day after the last Purchase Date of the immediately preceding
Offering. The first day of an Offering is that Offering's "Offering Date."
Except as provided below, each Offering shall be approximately twelve (12)
months in duration, with two (2) Purchase Periods which, except for the first
Purchase Period of the Initial Offering (which may be six (6) months or may be
longer than six (6) months) shall be approximately six (6) months in length.
Except as provided below, a Purchase Date is the last day of a Purchase Period
or of an Offering, as the case may be. The Initial Offering shall consist of two
(2) Purchase Periods with the first Purchase Period of the Initial Offering
ending on October 31, 2003 or April 30, 2004, as applicable.

         (c)      Notwithstanding the foregoing: (i) if any Offering Date falls
on a day that is not a Trading Day, then such Offering Date shall instead fall
on the next subsequent Trading Day, and (ii) if any Purchase Date falls on a day
that is not a Trading Day, then such Purchase Date shall instead fall on the
immediately preceding Trading Day.

         (d)      Prior to the commencement of any Offering, the Board may
change any or all terms of such Offering and any subsequent Offerings. The
granting of Purchase Rights pursuant to each Offering hereunder shall occur on
each respective Offering Date unless prior to such date (i) the Board determines
that such Offering shall not occur, or (ii) no shares of Common Stock remain
available for issuance under the Plan in connection with the Offering.

         (e)      If the Company's accountants advise the Company that the
accounting treatment of purchases under the Plan has changed in a manner that
the Company determines is detrimental to its best interests, then each Offering
hereunder that is then ongoing shall terminate as of the next Purchase Date
(after the purchase of stock on such Purchase Date) under such Offering.

                                      12.
<PAGE>
2.       ELIGIBLE EMPLOYEES.

         (a)      Each Eligible Employee who, on the Offering Date of an
Offering hereunder, is (i) an employee of the Company; (ii) an employee of a
Subsidiary incorporated in the United States; or (iii) an employee of a
Subsidiary that is not incorporated in the United States, provided that the
Board or Committee has designated the employees of such Subsidiary as eligible
to participate in the Offering, shall be granted a Purchase Right on the
Offering Date of such Offering.

         (b)      Notwithstanding the foregoing, the following Employees shall
not be Eligible Employees or be granted Purchase Rights under an Offering:

                  (i)      part-time or seasonal Employees whose customary
employment is twenty (20) hours per week or less or five (5) months per calendar
year or less;

                  (ii)     five percent (5%) stockholders (including ownership
through unexercised and/or unvested stock options) as described in Section 6(c)
of the Plan; or

                  (iii)    Employees in jurisdictions outside of the United
States if, as of the Offering Date of the Offering, the grant of such Purchase
Rights would not be in compliance with the applicable laws of any jurisdiction
in which the Employee resides or is employed.

         (c)      Notwithstanding the foregoing, each person who first becomes
an Eligible Employee during an Offering shall not be able to participate in such
Offering.

3.       PURCHASE RIGHTS.

         (a)      Subject to the limitations herein and in the Plan, a
Participant's Purchase Right shall permit the purchase of the number of shares
of Common Stock purchasable with up to fifteen percent (15%) of such
Participant's Earnings paid during the period of such Offering beginning
immediately after such Participant first commences participation; provided,
however, that no Participant may have more than fifteen percent (15%) of such
Participant's Earnings applied to purchase shares of Common Stock under all
ongoing Offerings under the Plan and all other plans of the Company and Related
Corporations that are intended to qualify as Employee Stock Purchase Plans.

         (b)      For Offerings hereunder, "Earnings" means the base
compensation paid to a Participant, including all salary, wages (including
amounts elected to be deferred by the Participant, that would otherwise have
been paid, under any cash or deferred arrangement or other deferred compensation
program established by the Company or a Related Corporation), but excluding all
overtime pay, commissions, bonuses, and other remuneration paid directly to such
Participant, profit sharing, the cost of employee benefits paid for by the
Company or a Related Corporation, education or tuition reimbursements, imputed
income arising under any Company or Related Corporation group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income received in connection with stock options, contributions made by the
Company or a Related Corporation under any employee benefit plan, and similar
items of compensation.

                                      13.
<PAGE>
         (c)      Notwithstanding the foregoing, the maximum number of shares of
Common Stock that a Participant may purchase on any Purchase Date in an Offering
shall be such number of shares as has a Fair Market Value (determined as of the
Offering Date for such Offering) equal to (x) $25,000 multiplied by the number
of calendar years in which the Purchase Right under such Offering has been
outstanding at any time, minus (y) the Fair Market Value of any other shares of
Common Stock (determined as of the relevant Offering Date with respect to such
shares) that, for purposes of the limitation of Section 423(b)(8) of the Code,
are attributed to any of such calendar years in which the Purchase Right is
outstanding. The amount in clause (y) of the previous sentence shall be
determined in accordance with regulations applicable under Section 423(b)(8) of
the Code based on (i) the number of shares previously purchased with respect to
such calendar years pursuant to such Offering or any other Offering under the
Plan, or pursuant to any other Company or Related Corporation plans intended to
qualify as Employee Stock Purchase Plans, and (ii) the number of shares subject
to other Purchase Rights outstanding on the Offering Date for such Offering
pursuant to the Plan or any other such Company or Related Corporation Employee
Stock Purchase Plan.

         (d)      The maximum aggregate number of shares of Common Stock
available to be purchased by all Participants under an Offering shall be the
number of shares of Common Stock remaining available under the Plan on the
Offering Date. If the aggregate purchase of shares of Common Stock upon exercise
of Purchase Rights granted under the Offering would exceed the maximum aggregate
number of shares available, the Board shall make a pro rata allocation of the
shares available in a uniform and equitable manner.

         (e)      Notwithstanding the foregoing, the maximum number of shares of
Common Stock that an Eligible Employee may purchase on any Purchase Date during
any Offering shall not exceed 2,500 shares and the maximum number of shares of
Common Stock that all Eligible Employees may purchase in total on any Purchase
Date during any Offering shall not exceed 500,000 shares.

4.       PURCHASE PRICE.

         The purchase price of shares of Common Stock under the Offering shall
be the lesser of: (i) eighty-five percent (85%) of the Fair Market Value of such
shares of Common Stock on the Offering Date, or (ii) eighty-five percent (85%)
of the Fair Market Value of such shares of Common Stock on the applicable
Purchase Date, in each case rounded up to the nearest whole cent per share. For
the Initial Offering, the Fair Market Value of the shares of Common Stock at the
time when the Offering commences shall be the price per share at which shares
are first sold to the public in the Company's initial public offering as
specified in the final prospectus for that initial public offering.

5.       PARTICIPATION.

         (a)      An Eligible Employee may elect to participate in an Offering
on the Offering Date. An Eligible Employee shall elect his or her payroll
deduction percentage on such enrollment form as the Company provides. The
completed enrollment form must be delivered to the Company prior to the date
participation is to be effective, unless a later time for filing the enrollment
form is set by the Company for all Eligible Employees with respect to a given

                                      14.
<PAGE>
Offering. Payroll deduction percentages must be expressed in whole percentages
of Earnings, with a minimum percentage of one percent (1%) and a maximum
percentage of fifteen (15%). Except as provided in paragraph (e) below with
respect to the Initial Offering, Contributions may be made only by way of
payroll deductions.

         (b)      A Participant may not increase his or her participation level
during a Purchase Period. A Participant may decrease (including a decrease to
zero percent (0%)) his or her participation level only once during a Purchase
Period. Any such decrease in participation level shall be made by delivering a
notice to the Company or a designated Subsidiary in such form as the Company
provides prior to the ten (10) day period (or such shorter period of time as
determined by the Company and communicated to Participants) immediately
preceding the next Purchase Date of the Purchase Period for which it is to be
effective.

         (c)      A Participant may withdraw from an Offering and receive a
refund of his or her Contributions (reduced to the extent, if any, such
Contributions have been used to acquire shares of Common Stock for the
Participant on any prior Purchase Date) without interest, at any time prior to
the end of the Offering, excluding only each ten (10) day period immediately
preceding a Purchase Date (or such shorter period of time determined by the
Company and communicated to Participants), by delivering a withdrawal notice to
the Company or a designated Subsidiary in such form as the Company provides. A
Participant who has withdrawn from an Offering shall not again participate in
such Offering, but may participate in subsequent Offerings under the Plan in
accordance with the terms of the Plan and the terms of such subsequent
Offerings.

         (d)      Notwithstanding the foregoing or any other provision of this
Offering document or of the Plan to the contrary, neither the enrollment of any
Eligible Employee in the Plan nor any forms relating to participation in the
Plan shall be given effect until such time as a registration statement covering
the registration of the shares under the Plan that are subject to the Offering
has been filed by the Company and has become effective.

         (e)      Notwithstanding the foregoing or any other provision of this
Offering document or of the Plan to the contrary, with respect to the Initial
Offering only, each Eligible Employee who is employed on the IPO Date
automatically shall be enrolled in the Initial Offering, with a Purchase Right
to purchase up to the number of shares of Common Stock that are purchasable with
fifteen (15%) of the Eligible Employee's Earnings, subject to the limitations
set forth in Section 3(c)-(f) above. Following the filing of an effective
registration statement pursuant to a Form S-8, such Eligible Employee shall be
provided a certain period of time, as determined by the Company in its sole
discretion, within which to elect to authorize payroll deductions for the
purchase of shares during the Initial Offering (which may be for a percentage
that is less than fifteen (15%) of the Eligible Employee's Earnings). If such
Eligible Employee elects not to authorize such payroll deductions, the Eligible
Employee instead may purchase shares of Common Stock under the Plan by
delivering a single cash payment for the purchase of such shares to the Company
or a designated Subsidiary prior to the ten (10) day period (or such shorter
period of time as determined by the Company and communicated to Participants)
immediately preceding the Purchase Date under the Initial Offering. If an
Eligible Employee neither elects to authorize payroll deductions nor chooses to
make a cash payment in accordance with the foregoing sentence, then the Eligible
Employee shall not purchase any shares of Common Stock during the Initial
Offering. After the end of the Initial Offering, in order to

                                      15.
<PAGE>
participate in any subsequent Offerings, an Eligible Employee must enroll and
authorize payroll deductions prior to the commencement of the Offering, in
accordance with paragraph (a) above; provided, however, that once an Eligible
Employee enrolls in an Offering and authorizes payroll deductions (including in
connection with the Initial Offering), the Eligible Employee automatically shall
be enrolled for all subsequent Offerings until he or she elects to withdraw from
an Offering pursuant to paragraph (c) above or terminates his or her
participation in the Plan.

6.       PURCHASES.

         Subject to the limitations contained herein, on each Purchase Date,
each Participant's Contributions (without any increase for interest) shall be
applied to the purchase of whole shares, up to the maximum number of shares
permitted under the Plan and the Offering.

7.       NOTICES AND AGREEMENTS.

         Any notices or agreements provided for in an Offering or the Plan shall
be given in writing, in a form provided by the Company, and unless specifically
provided for in the Plan or this Offering, shall be deemed effectively given
upon receipt or, in the case of notices and agreements delivered by the Company,
five (5) days after deposit in the United States mail, postage prepaid.

8.       EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.

         The Purchase Rights granted under an Offering are subject to the
approval of the Plan by the stockholders of the Company as required for the Plan
to obtain treatment as an Employee Stock Purchase Plan.

9.       OFFERING SUBJECT TO PLAN.

         Each Offering is subject to all the provisions of the Plan, and the
provisions of the Plan are hereby made a part of the Offering. The Offering is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of an Offering and those of the
Plan (including interpretations, amendments, rules and regulations which may
from time to time be promulgated and adopted pursuant to the Plan), the
provisions of the Plan shall control.

                                      16.
<PAGE>
                                   iPASS, INC.

                        2003 EMPLOYEE STOCK PURCHASE PLAN
                             INTERNATIONAL OFFERING

               ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 15, 2003

         In this document, capitalized terms not otherwise defined shall have
the same definitions of such terms as in the iPass, Inc., 2003 Employee Stock
Purchase Plan.

1.       GRANT; OFFERING DATE.

         (a)      The Board hereby authorizes a series of Offerings pursuant
to the terms of this Offering document.

         (b)      The first Offering hereunder (the "Initial Offering") shall
begin on the date the Company's Common Stock is first offered to the public
under a registration statement declared effective under the Securities Act (the
"IPO Date") and shall end on April 30, 2004, provided that April 30, 2004 is at
least twelve (12) months after the IPO Date, unless terminated earlier as
provided below. If April 30, 2004 is not at least twelve (12) months after the
IPO Date, then the Initial Offering shall end on October 31, 2004, unless
terminated earlier as provided below. After the Initial Offering, an Offering
shall begin on the day after the last Purchase Date of the immediately preceding
Offering. The first day of an Offering is that Offering's "Offering Date."
Except as provided below, each Offering shall be approximately twelve (12)
months in duration, with two (2) Purchase Periods which, except for the first
Purchase Period of the Initial Offering (which may be six (6) months or may be
longer than six (6) months) shall be approximately six (6) months in length.
Except as provided below, a Purchase Date is the last day of a Purchase Period
or of an Offering, as the case may be. The Initial Offering shall consist of two
(2) Purchase Periods with the first Purchase Period of the Initial Offering
ending on October 31, 2003 or April 30, 2004, as applicable.

         (c)      Notwithstanding the foregoing: (i) if any Offering Date falls
on a day that is not a Trading Day, then such Offering Date shall instead fall
on the next subsequent Trading Day, and (ii) if any Purchase Date falls on a day
that is not a Trading Day, then such Purchase Date shall instead fall on the
immediately preceding Trading Day.

         (d)      Prior to the commencement of any Offering, the Board may
change any or all terms of such Offering and any subsequent Offerings. The
granting of Purchase Rights pursuant to each Offering hereunder shall occur on
each respective Offering Date unless prior to such date (i) the Board determines
that such Offering shall not occur, or (ii) no shares of Common Stock remain
available for issuance under the Plan in connection with the Offering.

         (e)      If the Company's accountants advise the Company that the
accounting treatment of purchases under the Plan has changed in a manner that
the Company determines is detrimental to its best interests, then each Offering
hereunder that is then ongoing shall terminate as of the next Purchase Date
(after the purchase of stock on such Purchase Date) under such Offering.

                                      17.
<PAGE>
2.       ELIGIBLE EMPLOYEES.

         (a)      Each Eligible Employee who, on the Offering Date of an
Offering hereunder, is an employee of a Subsidiary that is not incorporated in
the United States, provided that the Board or Committee has designated the
employees of such Subsidiary as eligible to participate in the Offering, shall
be granted a Purchase Right on the Offering Date of such Offering.

         (b)      Notwithstanding the foregoing, the following Employees shall
not be Eligible Employees or be granted Purchase Rights under an Offering:

                  (i)      five percent (5%) stockholders (including ownership
through unexercised and/or unvested stock options) as described in Section 6(c)
of the Plan; or

                  (ii)     Employees in jurisdictions outside of the United
States if, as of the Offering Date of the Offering, the grant of such Purchase
Rights would not be in compliance with the applicable laws of any jurisdiction
in which the Employee resides or is employed.

         (c)      Notwithstanding the foregoing, each person who first becomes
an Eligible Employee during an Offering shall not be able to participate in such
Offering.

3.       PURCHASE RIGHTS.

         (a)      Subject to the limitations herein and in the Plan, a
Participant's Purchase Right shall permit the purchase of the number of shares
of Common Stock purchasable with up to fifteen percent (15%) of such
Participant's Earnings paid during the period of such Offering beginning
immediately after such Participant first commences participation; provided,
however, that no Participant may have more than fifteen percent (15%) of such
Participant's Earnings applied to purchase shares of Common Stock under all
ongoing Offerings under the Plan and all other plans of the Company and Related
Corporations that are intended to qualify as Employee Stock Purchase Plans.

         (b)      For Offerings hereunder, "Earnings" means the base
compensation paid to a Participant, including all salary, wages (including
amounts elected to be deferred by the Participant, that would otherwise have
been paid, under any cash or deferred arrangement or other deferred compensation
program established by the Company or a Related Corporation), but excluding all
overtime pay, commissions, bonuses, and other remuneration paid directly to such
Participant, profit sharing, the cost of employee benefits paid for by the
Company or a Related Corporation, education or tuition reimbursements, imputed
income arising under any Company or Related Corporation group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income received in connection with stock options, contributions made by the
Company or a Related Corporation under any employee benefit plan, and similar
items of compensation.

         (c)      Notwithstanding the foregoing, the maximum number of shares of
Common Stock that a Participant may purchase on any Purchase Date in an Offering
shall be such number of shares as has a Fair Market Value (determined as of the
Offering Date for such Offering) equal to (x) $25,000 multiplied by the number
of calendar years in which the Purchase Right under such Offering has been
outstanding at any time, minus (y) the Fair Market Value of any

                                      18.
<PAGE>
other shares of Common Stock (determined as of the relevant Offering Date with
respect to such shares) that, for purposes of the limitation of Section
423(b)(8) of the Code, are attributed to any of such calendar years in which the
Purchase Right is outstanding. The amount in clause (y) of the previous sentence
shall be determined in accordance with regulations applicable under Section
423(b)(8) of the Code based on (i) the number of shares previously purchased
with respect to such calendar years pursuant to such Offering or any other
Offering under the Plan, or pursuant to any other Company or Related Corporation
plans intended to qualify as Employee Stock Purchase Plans, and (ii) the number
of shares subject to other Purchase Rights outstanding on the Offering Date for
such Offering pursuant to the Plan or any other such Company or Related
Corporation Employee Stock Purchase Plan.

         (d)      The maximum aggregate number of shares of Common Stock
available to be purchased by all Participants under an Offering shall be the
number of shares of Common Stock remaining available under the Plan on the
Offering Date. If the aggregate purchase of shares of Common Stock upon exercise
of Purchase Rights granted under the Offering would exceed the maximum aggregate
number of shares available, the Board shall make a pro rata allocation of the
shares available in a uniform and equitable manner.

         (e)      Notwithstanding the foregoing, the maximum number of shares of
Common Stock that an Eligible Employee may purchase on any Purchase Date during
any Offering shall not exceed 2,500 shares and the maximum number of shares of
Common Stock that all Eligible Employees may purchase in total on any Purchase
Date during any Offering shall not exceed 500,000 shares.

4.       PURCHASE PRICE.

         The purchase price of shares of Common Stock under the Offering shall
be the lesser of: (i) eighty-five percent (85%) of the Fair Market Value of such
shares of Common Stock on the Offering Date, or (ii) eighty-five percent (85%)
of the Fair Market Value of such shares of Common Stock on the applicable
Purchase Date, in each case rounded up to the nearest whole cent per share. For
the Initial Offering, the Fair Market Value of the shares of Common Stock at the
time when the Offering commences shall be the price per share at which shares
are first sold to the public in the Company's initial public offering as
specified in the final prospectus for that initial public offering.

5.       PARTICIPATION.

         (a)      An Eligible Employee may elect to participate in an Offering
on the Offering Date. An Eligible Employee shall elect his or her payroll
deduction percentage on such enrollment form as the Company provides. The
completed enrollment form must be delivered to the Company prior to the date
participation is to be effective, unless a later time for filing the enrollment
form is set by the Company for all Eligible Employees with respect to a given
Offering. Payroll deduction percentages must be expressed in whole percentages
of Earnings, with a minimum percentage of one percent (1%) and a maximum
percentage of fifteen (15%). Except as provided in paragraph (e) below with
respect to the Initial Offering, Contributions may be made only by way of
payroll deductions.

                                      19.
<PAGE>
         (b)      A Participant may not increase his or her participation level
during a Purchase Period. A Participant may decrease (including a decrease to
zero percent (0%)) his or her participation level only once during a Purchase
Period. Any such decrease in participation level shall be made by delivering a
notice to the Company or a designated Subsidiary in such form as the Company
provides prior to the ten (10) day period (or such shorter period of time as
determined by the Company and communicated to Participants) immediately
preceding the next Purchase Date of the Purchase Period for which it is to be
effective.

         (c)      A Participant may withdraw from an Offering and receive a
refund of his or her Contributions (reduced to the extent, if any, such
Contributions have been used to acquire shares of Common Stock for the
Participant on any prior Purchase Date) without interest, at any time prior to
the end of the Offering, excluding only each ten (10) day period immediately
preceding a Purchase Date (or such shorter period of time determined by the
Company and communicated to Participants), by delivering a withdrawal notice to
the Company or a designated Subsidiary in such form as the Company provides. A
Participant who has withdrawn from an Offering shall not again participate in
such Offering, but may participate in subsequent Offerings under the Plan in
accordance with the terms of the Plan and the terms of such subsequent
Offerings.

         (d)      Notwithstanding the foregoing or any other provision of this
Offering document or of the Plan to the contrary, neither the enrollment of any
Eligible Employee in the Plan nor any forms relating to participation in the
Plan shall be given effect until such time as a registration statement covering
the registration of the shares under the Plan that are subject to the Offering
has been filed by the Company and has become effective.

         (e)      Notwithstanding the foregoing or any other provision of this
Offering document or of the Plan to the contrary, with respect to the Initial
Offering only, each Eligible Employee who is employed on the IPO Date
automatically shall be enrolled in the Initial Offering, with a Purchase Right
to purchase up to the number of shares of Common Stock that are purchasable with
fifteen (15%) of the Eligible Employee's Earnings, subject to the limitations
set forth in Section 3(c)-(f) above. Following the filing of an effective
registration statement pursuant to a Form S-8, such Eligible Employee shall be
provided a certain period of time, as determined by the Company in its sole
discretion, within which to elect to authorize payroll deductions for the
purchase of shares during the Initial Offering (which may be for a percentage
that is less than fifteen (15%) of the Eligible Employee's Earnings). If such
Eligible Employee elects not to authorize such payroll deductions, the Eligible
Employee instead may purchase shares of Common Stock under the Plan by
delivering a single cash payment for the purchase of such shares to the Company
or a designated Subsidiary prior to the ten (10) day period (or such shorter
period of time as determined by the Company and communicated to Participants)
immediately preceding the Purchase Date under the Initial Offering. If an
Eligible Employee neither elects to authorize payroll deductions nor chooses to
make a cash payment in accordance with the foregoing sentence, then the Eligible
Employee shall not purchase any shares of Common Stock during the Initial
Offering. After the end of the Initial Offering, in order to participate in any
subsequent Offerings, an Eligible Employee must enroll and authorize payroll
deductions prior to the commencement of the Offering, in accordance with
paragraph (a) above; provided, however, that once an Eligible Employee enrolls
in an Offering and authorizes payroll deductions (including in connection with
the Initial Offering), the Eligible Employee automatically shall be enrolled for
all subsequent Offerings until he or she elects to withdraw

                                      20.
<PAGE>
from an Offering pursuant to paragraph (c) above or terminates his or her
participation in the Plan.

6.       PURCHASES.

         Subject to the limitations contained herein, on each Purchase Date,
each Participant's Contributions (without any increase for interest) shall be
applied to the purchase of whole shares, up to the maximum number of shares
permitted under the Plan and the Offering.

7.       NOTICES AND AGREEMENTS.

         Any notices or agreements provided for in an Offering or the Plan shall
be given in writing, in a form provided by the Company, and unless specifically
provided for in the Plan or this Offering, shall be deemed effectively given
upon receipt or, in the case of notices and agreements delivered by the Company,
five (5) days after deposit in the United States mail, postage prepaid.

8.       EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.

         The Purchase Rights granted under an Offering are subject to the
approval of the Plan by the stockholders of the Company as required for the Plan
to obtain treatment as an Employee Stock Purchase Plan.

9.       OFFERING SUBJECT TO PLAN.

         Each Offering is subject to all the provisions of the Plan, and the
provisions of the Plan are hereby made a part of the Offering. The Offering is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of an Offering and those of the
Plan (including interpretations, amendments, rules and regulations which may
from time to time be promulgated and adopted pursuant to the Plan), the
provisions of the Plan shall control.

                                      21.