SCIENTIFIC LEARNING
CORPORATION 
1999 EMPLOYEE STOCK PURCHASE PLAN OFFERING  



ADOPTED BY BOARD OF
DIRECTORS APRIL 22, 1999;  



AS AMENDED THROUGH
FEBRUARY 25, 2003  





     1.    
          GRANT; OFFERING DATE. 



        (a)                  The
Board of Directors of Scientific Learning Corporation, a Delaware           corporation
(the “Company”), pursuant to the Company’s 1999           Employee Stock
Purchase Plan (the “Plan”), hereby authorizes the grant           of rights to
purchase shares of the common stock of the Company (“Common           Stock”)
to all Eligible Employees (an “Offering”). The first day           of an
Offering is that Offering’s “Offering Date.” An Offering           may
consist of one (1) or more consecutive “Purchase Periods.”          The last
day of each Purchase Period during an Offering shall be a           “Purchase Date” for
that Offering. If an Offering Date or Purchase           Date does not fall on a day
during which the Company’s Common Stock is           actively traded, then the
Offering Date or Purchase Date, as the case may be,           shall be the next
subsequent day during which the Company’s Common Stock is           actively traded.  



        (b)                  Unless
otherwise specifically provided herein, the first Purchase Period of an
          Offering shall begin on the Offering Date and shall end approximately six (6)
          months thereafter on the next February 28 (February 29 during a leap
          year) or August 31, as the case may be. Subsequent Purchase Periods during
          the Offering shall begin each March 1 and September 1 and shall end
          six (6) months thereafter on August 31 or February 28 (February 29
          during a leap year), as the case may be.  



        (c)                  Effective
commencing September 1, 2002, an Offering (the “Re-Start           Offering”)
shall commence on [date to be determined, as specified by the           Board ] and shall
end 12 months thereafter, unless terminated sooner as herein           provided.
Thereafter, an Offering shall begin each year on the anniversary date           of the
commencement of the Re-Start Offering and shall end twelve (12) months           later on
the day prior to the next Offering Date. Each Offering will be divided           into two
(2) consecutive shorter Purchase Periods of six (6) months in           duration.”.  



        (d)                  Prior
to the commencement of any Offering, the Board of Directors (or the           Committee
described in subparagraph 2(c) of the Plan, if any) may change           any or all terms
of such Offering and any subsequent Offerings. The granting of           rights pursuant
to each Offering hereunder shall occur on each respective           Offering Date unless,
prior to such date (a) the Board of Directors (or           such Committee) determines
that such Offering shall not occur, or (b) no           shares remain available for
issuance under the Plan in connection with the           Offering.  



        (e)                  Notwithstanding
any other provisions of an Offering, if the terms of an Offering           as previously
established by the Board of Directors of the Company would, as a           result of a
change to applicable accounting standards, generate a charge to           earnings, such
Offering shall terminate effective as of the day prior to the           date such change
of accounting standards would otherwise first apply to the           Offering (the “Offering
Termination Date”), and such Offering           Termination Date shall be the final
Purchase Date of such Offering. A subsequent           Offering shall commence on such
date and on such terms as shall be provided by           the Board of Directors of the
Company.  





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2.    ELIGIBLE
EMPLOYEES. 



        All
employees of the Company and each of its Affiliates (as defined in the Plan) incorporated
in the United States, shall be granted rights to purchase Common Stock under each
Offering on the Offering Date (an “Eligible Employee”). Notwithstanding the
foregoing, the following employees shall NOT be Eligible Employees or be granted rights
under an Offering: (i) part-time or seasonal employees whose customary employment is less
than 20 hours per week or five months per calendar year or (ii) 5% stockholders
(including ownership through unexercised options) described in subparagraph 5(c) of the
Plan.  



3.    RIGHTS. 



        (a)                  Subject
to the limitations contained herein and in the Plan, on each Offering           Date each
Eligible Employee shall be granted the right to purchase the number of           shares
of Common Stock purchasable with up to fifteen percent (15%) of such           Eligible
Employee’s Earnings paid during such Offering; provided,           however,
that no employee may purchase Common Stock on a particular Purchase           Date that
would result in more than fifteen percent (15%) of such           employee’s
Earnings in the period from the Offering Date to such Purchase           Date having been
applied to purchase shares under all ongoing Offerings under           the Plan and all
other Company plans intended to qualify as “employee stock           purchase plans” under
Section 423 of the Internal Revenue Code of           1986, as amended (the “Code”).  



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



        (c)                  Subject
to the limitations contained herein and in the Plan, each employee who           was not
eligible on the Offering Date but who first becomes an Eligible Employee           during
the Offering and prior to the February 20 (February 21 during leap years)
          during the Offering shall, on such March 1 during that Offering, be granted
          the right to purchase the number of shares of Common Stock purchasable with up
          to fifteen percent (15%) of such employee’s Earnings paid during his or
her           participation in such Offering, which right shall be deemed to be a part of
the           Offering. Such right shall have the same characteristics as any rights
          originally granted under the Offering, except that (i) the date on which
          such a right is granted shall be the “Offering Date” of such right
for           all purposes, including determination of the exercise price of such right;
and           (ii) the Offering for such right shall begin on its Offering Date and end
          coincident with the end of the ongoing Offering.  






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        (d)                  The
maximum number of shares of Common Stock an Eligible Employee 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 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) which, for purposes of the
limitation           of Section 423(b)(8) of the Code, are attributed to any of such
calendar years           in which the 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           plans intended to qualify as “employee stock purchase plans” under
          Section 423 of the Code, and (ii) the number of shares subject to
          other rights outstanding on the Offering Date for such Offering pursuant to the
          Plan or any other such Company plan.  



        (e)                  The
maximum aggregate number of shares available to be purchased by all Eligible
          Employees under an Offering shall be the number of shares remaining available
          under the Plan on the Offering Date. If the aggregate purchase of shares of
          Common Stock upon exercise of 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.  



4.    PURCHASE
PRICE. 



        The
purchase price of the Common Stock under the Offering shall be the lesser of eighty-five
percent (85%) of the fair market value of the Common Stock on the Offering Date or
eighty-five percent (85%) of the fair market value of the Common Stock on the Purchase
Date, in each case rounded up to the nearest whole cent per share. For the Initial
Offering, the fair market value of the Common Stock at the time when the Offering
commences shall be the price per share at which shares of Common Stock are first sold to
the public in the Company’s initial public offering as specified in the final
prospectus with respect to that offering.  



5.    PARTICIPATION. 



        (a)                  An
Eligible Employee may elect to participate in an Offering only at the           beginning
of the Offering, or such later date specified in           subparagraph 3(c). An Eligible
Employee shall become a participant in an           Offering by delivering an agreement
authorizing payroll deductions. Such           deductions must be in whole dollars or
whole percentages, with a maximum           percentage of fifteen percent (15%) of
Earnings. A participant may not make           additional payments into his or her
account. The agreement shall be made on such           enrollment form as the Company or
a designated Affiliate provides, and must be           delivered to the Company or
designated Affiliate at least ten (10) days before           the Offering Date, or before
such later date specified in           subparagraph 3(c), to be effective, unless a later
time for filing the           enrollment form is set by the Board for all Eligible
Employees with respect to a           given Offering Date. For the Initial Offering, the
time for filing an enrollment           form and commencing participation for individuals
who are Eligible Employees on           the Offering Date for the Initial Offering may be
after the Offering Date, as           determined by the Company and communicated to such
Eligible Employees. (If the           agreement authorizing payroll deductions is
required to be delivered to the           Company or designated Affiliate a specified
number of days before the Offering           Date to be effective, then an employee who
becomes eligible during the required           delivery period shall not be considered to
be an Eligible Employee at the           beginning of the Offering but may elect to
participate during the Offering as           provided in subparagraph 3(c).)  






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        (b)                  A
participant may increase or reduce his or her participation level effective as
          of the March 2 following the March 1 Purchase Date during the course
          of an Offering. In addition, a participant may increase or decrease his or her
          participation level prior to the beginning of a new Offering to be effective at
          the beginning of such new Offering. A participant may also reduce his or her
          participation level to zero at any time during an 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). Any
          such change in participation shall be made by delivering a notice to the
Company           or a designated Affiliate in such form and at such time as the Company
provides.           Except as otherwise specifically provided herein, a participant may
not increase           or decrease his or her participation level during the course of an
Offering.  



        (c)                  A
participant may withdraw from an Offering and receive his or her accumulated
          payroll deductions from the Offering (reduced to the extent, if any, such
          deductions have been used to acquire Common Stock for the participant on any
          prior Purchase Dates), 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
          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 by submitting a new participation agreement
          in accordance with the terms thereof.  



        (d)                  A
participant shall automatically participate in the Offering commencing
          immediately after the final Purchase Date of each Offering in which the
          participant participates until such time as such participant (i) ceases to
          be an Eligible Employee, (ii) withdraws from the Offering or           (iii)
terminates employment. A participant who automatically participates           in a
subsequent Offering is not required to file any additional enrollment form           for
such subsequent Offering in order to continue participation in the Plan.
          However, a participant may file an enrollment form with respect to such
          subsequent Offering if the participant desires to change any of the
          participant’s elections contained in the participant’s then effective
          enrollment form.  



6.    PURCHASES. 



        Subject
to the limitations contained herein, on each Purchase Date, each participant’s
accumulated payroll deductions (without any increase for interest) shall be applied to
the purchase of whole shares of Common Stock, up to the maximum number of shares
permitted under the Plan and the Offering.  





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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
rights granted under an Offering are subject to the approval of the Plan by the
stockholders as required for the Plan to obtain treatment as a tax-qualified employee
stock purchase plan under Section 423 of the Code.  



9.     OFFERING
SUBJECT TO PLAN.  



        Each
Offering is subject to all the provisions of the Plan, and its provisions are hereby made
a part of the Offering, and 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 that may from time to
time be promulgated and adopted pursuant to the Plan), the provisions of the Plan shall
control.  





5.