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                                                                    EXHIBIT 10.3
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                          PROTON ENERGY SYSTEMS, INC.

                       2000 Employee Stock Purchase Plan
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     The purpose of this 2000 Employee Stock Purchase Plan (the "Plan") of
Proton Energy Systems, Inc. (the "Company") is to provide eligible employees of
the Company and certain of its subsidiaries with opportunities to purchase
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock").  Two Hundred Fifty Thousand (250,000) shares of Common Stock in the
aggregate have been approved for this purpose.  This Plan is intended to qualify
as an "employee stock purchase plan" as defined in Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated
thereunder, and shall be interpreted consistently therewith.

               1.  Administration.  The Plan will be administered by the
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          Company's Board of Directors (the "Board") or by a Committee appointed
          by the Board (the "Committee").  The Board or the Committee has
          authority to make rules and regulations for the administration of the
          Plan and its interpretation and decisions with regard thereto shall be
          final and conclusive.

               2.  Eligibility.  All employees of the Company, including members
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          of the Board of Directors who are employees, and all employees of any
          subsidiary of the Company (as defined in Section 424(f) of the Code)
          designated by the Board or the Committee from time to time (a
          "Designated Subsidiary"), are eligible to participate in any one or
          more of the offerings of Options (as defined in Section 9) to purchase
          Common Stock under the Plan provided that:

                   (a) they are customarily employed by the Company or a
               Designated Subsidiary for more than 20 hours a week and for more
               than five months in a calendar year; and

                   (b) they have been employed by the Company or a Designated
               Subsidiary for at least six months prior to enrolling in the
               Plan; and

                   (c) they are employees of the Company or a Designated
               Subsidiary on the first day of the applicable Plan Period (as
               defined below).

     No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.
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               3.  Offerings.  The Company will make one or more offerings
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          ("Offerings") to employees to purchase stock under this Plan.
          Offerings will begin each January 1, April 1, July 1 and October 1, or
          the first business day thereafter (the "Offering Commencement Dates").
          Each Offering Commencement Date will begin a three-month period (a
          "Plan Period") during which payroll deductions will be made and held
          for the purchase of Common Stock at the end of the Plan Period.  The
          Board or the Committee may, at its discretion, choose a different Plan
          Period of 12 months or less for subsequent Offerings.  Notwithstanding
          anything to the contrary, the first Plan Period shall begin on the
          first day of the first fiscal quarter beginning after the closing of a
          firm commitment, registered initial public offering by the Company or,
          if later, the date that the Company has filed with the United States
          Securities and Exchange Commission an effective Registration Statement
          on Form S-8 for purposes of registering under the Securities Act of
          1933, as amended, all shares of Common Stock issuable under this Plan,
          and shall end on the June 30 or December 31 first thereafter
          occurring.

               4.  Participation.  An employee eligible on the Offering
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          Commencement Date of any Offering may participate in such Offering by
          completing and forwarding a payroll deduction authorization form to
          the employee's appropriate payroll office at least 15 days prior to
          the applicable Offering Commencement Date.  The form will authorize a
          regular payroll deduction from the Compensation received by the
          employee during the Plan Period.  Unless an employee files a new form
          or withdraws from the Plan, his or her deductions and purchases will
          continue at the same rate for future Offerings under the Plan as long
          as the Plan remains in effect.  The term "Compensation" means the
          amount of money reportable on the employee's Federal Income Tax
          Withholding Statement, excluding overtime, shift premium, incentive or
          bonus awards, allowances and reimbursements for expenses such as
          relocation allowances for travel expenses, income or gains on the
          exercise of Company stock options or stock appreciation rights, and
          similar items, whether or not shown on the employee's Federal Income
          Tax Withholding Statement, but including, in the case of salespersons,
          sales commissions to the extent determined by the Board or the
          Committee.

               5.  Deductions.  The Company will maintain payroll deduction
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          accounts for all participating employees.  With respect to any
          Offering made under this Plan, an employee may authorize a payroll
          deduction in any dollar amount up to a maximum of 10% of the
          Compensation he or she receives during the Plan Period or such shorter
          period during which deductions from payroll are made.  Payroll
          deductions may be at any whole percentage (up to 10%) of Compensation,
          with any change in Compensation during the Plan Period to result in an
          automatic corresponding change in the dollar amount withheld.  The

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          minimum payroll deduction is such percentage of Compensation as may be
          established from time to time by the Board or the Committee.

     No employee may be granted an Option (as defined in Section 9) which
permits his or her rights to purchase stock under this Plan and any other
employee stock purchase plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the
fair market value of such stock (determined at the Offering Commencement Date of
the Plan Period) for each calendar year in which the Option is outstanding at
any time.

               6.  Deduction Changes.  An employee may decrease or discontinue
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          his or her payroll deduction once during any Plan Period, by filing a
          new payroll deduction authorization form.  However, an employee may
          not increase his or her payroll deduction during a Plan Period.  If an
          employee elects to discontinue his or her payroll deductions during a
          Plan Period, but does not elect to withdraw his or her funds pursuant
          to Section 8 hereof, funds deducted prior to his or her election to
          discontinue will be applied to the purchase of Common Stock on the
          Exercise Date (as defined below).

               7.  Interest.  Interest will not be paid on any employee
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          accounts, except to the extent that the Board or the Committee, in its
          sole discretion, elects to credit employee accounts with interest at
          such per annum rate as it may from time to time determine.

               8.  Withdrawal of Funds.  An employee may at any time prior to
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          the close of business on the last business day in a Plan Period and
          for any reason permanently draw out the balance accumulated in the
          employee's account and thereby withdraw from participation in an
          Offering.  Partial withdrawals are not permitted.  The employee may
          not begin participation again during the remainder of the Plan Period.
          The employee may participate in any subsequent Offering in accordance
          with terms and conditions established by the Board or the Committee.

               9.  Purchase of Shares.  On the Offering Commencement Date of
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          each Plan Period, the Company will grant to each eligible employee who
          is then a participant in the Plan an option ("Option") to purchase on
          the last business day of such Plan Period (the "Exercise Date"), at
          the Option Price hereinafter provided for, the largest number of whole
          shares of Common Stock of the Company as does not exceed the number of
          shares determined by multiplying $2,083 by the number of full months
          in the Offering Period and dividing the result by the closing price
          (as defined below) on the Offering Commencement Date of such Plan
          Period.

     The Option Price for each share purchased will be 85% of the closing price
of the Common Stock on (i) the first business day of such Plan Period or (ii)
the Exercise Date, whichever closing price is less.  Such closing price shall be
(a) the closing price on any national

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securities exchange on which the Common Stock is listed, (b) the closing price
of the Common Stock on the Nasdaq National Market or (c) the average of the
closing bid and asked prices in the over-the-counter-market, whichever is
applicable, as published in The Wall Street Journal. If no sales of Common Stock
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were made on such a day, the price of the Common Stock for purposes of clauses
(a) and (b) above shall be the reported price for the next preceding day on
which sales were made.

     Each employee who continues to be a participant in the Plan on the Exercise
Date shall be deemed to have exercised his or her Option at the Option Price on
such date and shall be deemed to have purchased from the Company the number of
full shares of Common Stock reserved for the purpose of the Plan that his or her
accumulated payroll deductions on such date will pay for, but not in excess of
the maximum number determined in the manner set forth above.

     Any balance remaining in an employee's payroll deduction account at the end
of a Plan Period will be automatically refunded to the employee, except that any
balance which is less than the Option Price of one share of Common Stock will be
carried forward into the employee's payroll deduction account for the following
Offering, unless the employee elects not to participate in the following
Offering under the Plan, in which case the balance in the employee's account
shall be refunded.

               10.  Issuance of Certificates.  Certificates representing shares
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          of Common Stock purchased under the Plan may be issued only in the
          name of the employee, in the name of the employee and another person
          of legal age as joint tenants with rights of survivorship, or (in the
          Company's sole discretion) in the name of a brokerage firm, bank or
          other nominee holder designated by the employee.  The Company may, in
          its sole discretion and in compliance with applicable laws, authorize
          the use of book entry registration of shares in lieu of issuing stock
          certificates.

               11.  Rights on Retirement, Death or Termination of Employment.
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          In the event of a participating employee's termination of employment
          prior to the last business day of a Plan Period, no payroll deduction
          shall be taken from any pay due and owing to an employee and the
          balance in the employee's account shall be paid to the employee or, in
          the event of the employee's death, (a) to a beneficiary previously
          designated in a revocable notice signed by the employee (with any
          spousal consent required under state law) or (b) in the absence of
          such a designated beneficiary, to the executor or administrator of the
          employee's estate, or (c) if no such executor or administrator has
          been appointed to the knowledge of the Company, to such other
          person(s) as the Company may, in its discretion, designate.  If, prior
          to the last business day of the Plan Period, the Designated Subsidiary
          by which an employee is employed shall cease to be a subsidiary of the
          Company, or if the employee is transferred to a subsidiary of the
          Company that is not a Designated Subsidiary, the employee shall be
          deemed to have terminated employment for the purposes of this Plan.

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               12.  Optionees Not Stockholders.  Neither the granting of an
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          Option to an employee nor the deductions from his or her pay shall
          constitute such employee a stockholder of the shares of Common Stock
          covered by an Option under this Plan until such shares have been
          purchased by and issued to him or her.

               13.  Rights Not Transferable.  Rights under this Plan are not
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          transferable by a participating employee other than by will or the
          laws of descent and distribution, and are exercisable during the
          employee's lifetime only by the employee.

               14.  Application of Funds.  All funds received or held by the
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          Company under this Plan may be combined with other corporate funds and
          may be used for any corporate purpose.

               15.  Adjustment in Case of Changes Affecting Common Stock.  In
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          the event of a subdivision of outstanding shares of Common Stock or
          the payment of a dividend in Common Stock, the number of shares
          approved for this Plan, and the share limitation set forth in Section
          9, shall be increased proportionately, and such other adjustment shall
          be made as may be deemed equitable by the Board or the Committee.  In
          the event of any other change affecting the Common Stock, such
          adjustment shall be made as may be deemed equitable by the Board or
          the Committee to give proper effect to such event.

               16.  Merger.  If the Company shall at any time merge or
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          consolidate with another corporation and the holders of the capital
          stock of the Company immediately prior to such merger or consolidation
          continue to hold at least 80% by voting power of the capital stock of
          the surviving corporation ("Continuity of Control"), the holder of
          each Option then outstanding will thereafter be entitled to receive at
          the next Exercise Date upon the exercise of such Option for each share
          as to which such Option shall be exercised the securities or property
          which a holder of one share of the Common Stock was entitled to upon
          and at the time of such merger or consolidation, and the Board or the
          Committee shall take such steps in connection with such merger or
          consolidation as the Board or the Committee shall deem necessary to
          assure that the provisions of Section 15 shall thereafter be
          applicable, as nearly as reasonably may be, in relation to the said
          securities or property as to which such holder of such Option might
          thereafter be entitled to receive thereunder.

     In the event of a merger or consolidation of the Company with or into
another corporation which does not involve Continuity of Control, or of a sale
of all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (a) subject to the provisions of
clauses (b) and (c), after the effective date of such transaction, each holder
of an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common

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Stock received pursuant to the terms of such transaction; or (b) all outstanding
Options may be cancelled by the Board or the Committee as of a date prior to the
effective date of any such transaction and all payroll deductions shall be paid
out to the participating employees; or (c) all outstanding Options may be
cancelled by the Board or the Committee as of the effective date of any such
transaction, provided that notice of such cancellation shall be given to each
holder of an Option, and each holder of an Option shall have the right to
exercise such Option in full based on payroll deductions then credited to his or
her account as of a date determined by the Board or the Committee, which date
shall not be less than ten (10) days preceding the effective date of such
transaction.

               17.  Amendment of the Plan.  The Board may at any time, and from
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          time to time, amend this Plan in any respect, except that (a) if the
          approval of any such amendment by the shareholders of the Company is
          required by Section 423 of the Code, such amendment shall not be
          effected without such approval, and (b) in no event may any amendment
          be made which would cause the Plan to fail to comply with Section 423
          of the Code.

               18.  Insufficient Shares.  In the event that the total number of
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          shares of Common Stock specified in elections to be purchased under
          any Offering plus the number of shares purchased under previous
          Offerings under this Plan exceeds the maximum number of shares
          issuable under this Plan, the Board or the Committee will allot the
          shares then available on a pro rata basis.

               19.  Termination of the Plan.  This Plan may be terminated at any
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          time by the Board.  Upon termination of this Plan all amounts in the
          accounts of participating employees shall be promptly refunded.

               20.  Governmental Regulations.  The Company's obligation to sell
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          and deliver Common Stock under this Plan is subject to listing on a
          national stock exchange or quotation on the Nasdaq National Market (to
          the extent the Common Stock is then so listed or quoted) and the
          approval of all governmental authorities required in connection with
          the authorization, issuance or sale of such stock.

               21.  Governing Law.  The Plan shall be governed by Delaware law
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          except to the extent that such law is preempted by federal law.

               22.  Issuance of Shares.  Shares may be issued upon exercise of
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          an Option from authorized but unissued Common Stock, from shares held
          in the treasury of the Company, or from any other proper source.

               23.  Notification upon Sale of Shares.  Each employee agrees, by
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          entering the Plan, to promptly give the Company notice of any
          disposition of shares purchased under the Plan where such disposition
          occurs within two years

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          after the date of grant of the Option pursuant to which such shares
          were purchased.

               24.  Effective Date and Approval of Shareholders.  The Plan shall
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          take effect on ________ __, 2000 subject to approval by the
          shareholders of the Company as required by Section 423 of the Code,
          which approval must occur within twelve months of the adoption of the
          Plan by the Board.

                                            Adopted by the Board of Directors of

                                            the Company on __________ __,2000.



                                            Approved by the stockholders of the

                                            Company on ____________ __, 2000.

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