<PAGE>   1

                                                                     EXHIBIT 4.1

                       CHROMAVISION MEDICAL SYSTEMS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


     The following constitute the provisions of the Employee Stock Purchase Plan
of ChromaVision Medical Systems, Inc.

     1.   PURPOSE. The purpose of the Plan is to provide Employees of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Code (as defined below). The provisions of the Plan will,
accordingly, be administered, interpreted and construed in a manner consistent
with the requirements of Section 423 of the Code.

     2.   DEFINITIONS.

          (a)  "Act" shall mean the Securities Exchange Act of 1934, as amended.

          (b)  "Board" shall mean the Board of Directors of the Company.

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

          (d)  "Common Stock" shall mean the common stock, par value $.01 per
     share, of the Company.

          (e)  "Committee" shall mean the committee appointed pursuant to
     PARAGRAPH 11.

          (f)  "Company" shall mean ChromaVision Medical Systems, Inc., a
     Delaware corporation, or any successor which adopts this Plan.

          (g)  "Compensation" shall mean the base pay or regular straight-time
     earnings as in effect at the beginning of each Offering Period.

          (h)  "Continuous Status as an Employee" shall mean the absence of any
     interruption or termination of service as an Employee. Continuous Status as
     an Employee shall not be considered interrupted in the case of a leave of
     absence that meets the requirements of PARAGRAPH 9(b).

          (i)  "Designated Subsidiary" shall mean any Subsidiary that has
     adopted the Plan in accordance with PARAGRAPH 29.

          (j)  "Eligible Employee" shall have the meaning defined in PARAGRAPH
     3(a).

          (k)  "Employee" shall mean any person, including an officer, who is a
     customarily employed for at least twenty (20) hours per week and for more
     than five (5) months in the calendar year by an Employer and whose wages
     are subject to withholding for purposes of federal income taxes.

          (l)  "Employer" shall mean the Company and each of its Designated
     Subsidiaries.

          (m)  "Enrollment Date" shall mean the first day of each Offering
     Period.

<PAGE>   2

          (n)  "Exercise Date" shall mean the last day of each Offering Period.

          (o)  "Exercise Price" shall have the meaning as defined in PARAGRAPH
     6(b).

          (p)  "Offering Period" shall mean that period beginning on the date
     Eligible Employees are offered the opportunity to purchase Shares
     hereunder. The first Offering Period shall begin on July 1, 2001 and shall
     end on September 31, 2001. Until changed by the Committee in its sole and
     absolute discretion, a new Offering Period shall begin on the first day of
     each three (3) calendar month period beginning on each January 1, April 1,
     July 1 and October 1 of a calendar year, starting with October 1, 2001, and
     shall end on the end of such three month period.

          (q)  "Participant" shall mean an Eligible Employee who has elected to
     participate herein by authorizing payroll deductions pursuant to PARAGRAPH
     4.

          (r)  "Payroll Deduction Account" shall mean the separate account
     maintained hereunder to record the amount of a Participant's Compensation
     that has been withheld pursuant to PARAGRAPH 5.

          (s)  "Plan" shall mean the ChromaVision Medical Systems, Inc. Employee
     Stock Purchase Plan.

          (t)  "Share" shall mean a share of Common Stock.

          (u)  "Subscription Agreement" shall have the meaning as defined in
     PARAGRAPH 4(a).

          (v)  "Subsidiary" shall mean a corporation, domestic or foreign, of
     which, at the time of the granting of the option pursuant to PARAGRAPH 6,
     not less than 50% of the total combined voting power of all classes of
     stock are held by the Company or a Subsidiary, whether or not such
     corporation now exists or is hereafter organized or acquired by the Company
     or a Subsidiary.

     3.   ELIGIBILITY.

          (a)  General Rule. Any Employee on an Enrollment Date shall be
     eligible to participate as an "Eligible Employee" during the Offering
     Period beginning on such Enrollment Date, subject to the requirements of
     PARAGRAPH 4(a) and the limitations imposed by section 423(b) of the Code,
     provided, however, that an Employee shall become an Eligible Employee only
     after ninety (90) days of Continuous Status as an Employee with an
     Employer.

          (b)  Exceptions. Any provisions of the Plan to the contrary
     notwithstanding, no Employee shall be an Eligible Employee if:

               (i)    Immediately after the grant, such Employee (or any other
          person whose stock would be attributed to such Employee pursuant to
          section 424(d) of the Code) would own stock (including for purposes of
          this PARAGRAPH 3(b) any stock he holds outstanding options to
          purchase) 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
          Subsidiary computed in accordance with section 423(b)(3) of the Code;
          or

<PAGE>   3

               (ii)   Such option would permit such Employee's right to purchase
          stock under all employee stock purchase plans (described in section
          423 of the Code) of the Company and its Subsidiaries to accrue at a
          rate which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair
          market value of such stock (determined at the time such option is
          granted) for each calendar year in which such option is outstanding at
          any time, computed in accordance with the provisions of section
          423(b)(8) of the Code.

     4.   PARTICIPATION.

          (a) An Eligible Employee may become a Participant in the Plan by
     completing a Subscription Agreement authorizing payroll deductions, in a
     form substantially similar to EXHIBIT A attached to this Plan
     ("Subscription Agreement"), and filing it with the Company's Human
     Resources Department prior to the applicable Enrollment Date, unless a
     later time for filing the Subscription Agreement is set by the Committee
     for all Eligible Employees with respect to a given Offering Period. Each
     election to enroll in this Plan will continue in effect until the
     Participant makes a new enrollment election pursuant to the provisions of
     this Paragraph 4, or waives or terminates his or her participation in this
     Plan pursuant to the provisions of Paragraphs 4(c) or 9.

          (b) Payroll deductions for a Participant shall commence with the first
     payroll following the Enrollment Date and shall end on the last payroll in
     the Offering Period to which such authorization is applicable, unless
     sooner terminated by the Participant as provided in PARAGRAPH 9.

          (c) An Eligible Employee who has signed a Subscription Agreement may
     waive his or her right to participate for any Offering Period by declining
     to authorize a payroll deduction. Such declination must be filed in writing
     in the time and manner specified thereby. The filing of a written
     declination shall result in the Employee's waiver of participation for only
     the Offering Period to which it relates and shall be irrevocable with
     respect to such Offering Period. Except as otherwise provided in this
     PARAGRAPH, an Employee's waiver of participation for a specified Offering
     Period shall not, in and of itself, adversely impact the right of such
     Employee to participate in the Plan during any subsequent Offering Periods
     except those Offering Periods with respect to which he or she files
     additional written declinations in accordance with the provisions of this
     PARAGRAPH.

     5.   PAYROLL DEDUCTIONS.

          (a) At the time a Participant files his or her Subscription Agreement,
     such Participant shall elect to have payroll deductions (in whole
     percentage increments) made on each pay date during the Offering Period in
     an amount of not less than one percent (1%) nor more than fifteen percent
     (15%) of the Compensation which he or she receives on each pay date during
     the Offering Period.

          (b) All payroll deductions made by a Participant shall be credited to
     his or her Payroll Deduction Account under the Plan. No interest shall
     accrue on the payroll deductions in a Participant's Payroll Deduction
     Account in the Plan.

          (c) No changes in the rate of payroll deductions other than a
     withdrawal pursuant to PARAGRAPH 9 are permitted except for changes that
     become effective only for the next full Offering Period.

<PAGE>   4

          (d) Notwithstanding the foregoing, to the extent necessary to comply
     with Section 423(b)(8) of the Code and Paragraph 3(b)(ii), the Committee
     may reduce a Participant's payroll deduction to zero at such time during
     any Offering Period that is scheduled to end during the current calendar
     year that the aggregate of all payroll deductions accumulated with respect
     to such Offering Period and any other Offering Period ending within the
     same calendar year equal $25,000. Payroll deductions will re-commence at
     the rate provided by the Participant in his or her Subscription Agreement
     at the beginning of the first Offering Period that is scheduled to end in
     the following calendar year, unless terminated by the Participant as
     provided in Paragraph 9.

     6.   GRANT OF OPTION.

          (a) On the Enrollment Date of each Offering Period during the term of
     the Plan each Participant in such Offering Period shall be granted an
     option to purchase on the Exercise Date of such Offering Period, a number
     of Shares determined by dividing (i) such Participant's payroll deductions
     accumulated prior to such Exercise Date and accrued in the Participant's
     Payroll Deduction Account as of the Exercise Date by (ii) the Exercise
     Price; provided, however, that the number of shares subject to such option
     shall be reduced, if necessary, to a number of shares which would not
     exceed any of the following:

               (i)    the Participant's payroll deductions accrued prior to the
          Exercise Date and retained in the Participant's Payroll Account
          divided by the fair market value of a Share on Enrollment Date;

               (ii)   the limitations described in PARAGRAPH 3(b) or

               (iii)  the limitations described in PARAGRAPH 10(a) hereof.

     The fair market value of a Share shall be determined as provided in
PARAGRAPH 6(b).

          (b) The "Exercise Price" per Share offered in a given Offering Period
     shall be determined by the Committee but shall not be less than the lower
     of: (i) eighty-five percent (85%) of the fair market value of a Share on
     the Enrollment Date, or (ii) eighty-five percent (85%) of the fair market
     value of a Share on the Exercise Date. The fair market value of a Share on
     a given date shall be determined by the Committee in its discretion, based
     on the closing price of such Share as reported by the National Association
     of Securities Dealers, Incorporated Automated Quotations, Incorporated
     ("NASDAQ") National Market System or reported on such other national
     exchange as it may, from time to time, be reported on, on such date (or if
     there shall be no trading on such date, then on the first previous date on
     which there is such trading), unless the Shares cease to be traded on a
     national exchange. If the Shares cease to be traded on a national exchange,
     fair market value shall be determined by the Committee in its discretion
     consistent with section 423 of the Code or the regulations thereunder.

          (c) All grants made hereunder shall be deemed to have been made on the
     applicable Enrollment Date.

     7.   EXERCISE OF OPTION. The Participant's option for the purchase of
Shares will be exercised automatically on the Exercise Date of each Offering
Period, and the maximum number of full shares subject to such option will be
purchased for such Participant at the applicable Exercise Price with the payroll
deductions accumulated in his or her Payroll Deduction Account, unless prior to
such Exercise Date the Participant has withdrawn from the Offering Period as
provided in PARAGRAPH 9. The Shares purchased upon exercise of an option
hereunder will be deemed to be transferred to the Participant on the Exercise
Date. During a Participant's lifetime a Participant's option to purchase shares
hereunder is exercisable only by

<PAGE>   5

such Participant. Any amount remaining in the Participant's Payroll Deduction
Account after the Offering Period shall be held in the Payroll Deduction Account
until the next Offering Period, unless (i) the Plan has been oversubscribed or
has terminated or (ii) the amount remaining is due to the limitation on the
maximum number of shares purchasable by the Participant on the Exercise Date, in
which cases such amount shall be refunded to the Participant.

     8.   DELIVERY AND RESTRICTIONS OF TRANSFER. As soon as practicable after
the Exercise Date, the Committee shall arrange the delivery to each Participant,
or to his or her account at a brokerage firm, of a certificate representing the
shares purchased upon exercise of his or her option. Shares purchased shall not
be sold or otherwise transferred by the Participant for a period of six months
after they are issued, and the certificates evidencing the shares may bear a
legend referring to that restriction. The restriction on transfer may be waived
by the Company in its discretion for transfers to family members of the
Participant or trusts or other entities in which the Participant and/or such
family owners have a beneficial interest or for any other transfers.

     9.   WITHDRAWAL; TERMINATION OF EMPLOYMENT.

          (a)  A Participant may withdraw all, but not less than all, of the
     payroll deductions credited to his or her Payroll Deduction Account and not
     yet used toward the exercise of his or her option under the Plan at any
     time by giving written notice to the Committee on a form substantially
     similar to EXHIBIT B attached to this Plan. All of the Participant's
     payroll deductions credited to his or her Payroll Deduction Account that
     have not yet been used to purchase Shares will be paid to such Participant
     as soon as practicable after receipt of his or her notice of withdrawal. A
     withdrawal of a Participant's Payroll Deduction Account shall terminate the
     Participant's participation for the Offering Period in which the withdrawal
     occurs. No further payroll deductions for the purchase of shares will be
     made during the Offering Period.

          (b)  Upon termination of the Participant's Continuous Status as an
     Employee of the Company for any reason, he or she will be deemed to have
     elected to withdraw from the Plan and the payroll deductions credited to
     his or her Payroll Deduction Account will be returned to such Participant
     or, in the case of his or her death, to the person or persons entitled
     thereto under Paragraph 12 and his or her option will be canceled;
     provided, however, a Participant who goes on a leave of absence shall be
     permitted to remain in the Plan with respect to an Offering Period which
     commenced prior to the beginning of such leave of absence. If such
     Participant is not guaranteed reemployment by contract or statute and the
     leave of absence exceeds ninety (90) days, such Participant shall be deemed
     to have terminated his or her Continuous Status as an Employee on the 91st
     day of such leave of absence. Payroll deductions for a Participant who has
     been on a leave of absence will resume upon return to work at the same rate
     as in effect prior to such leave unless the leave of absence begins in one
     Offering period and ends in a subsequent Offering Period, in which case the
     Participant shall not be permitted to re-enter the Plan until a new
     Subscription Agreement is filed with respect to an Offering Period which
     commences after such Participant has returned to work from the leave of
     absence.

          (c)  A Participant's withdrawal from one Offering Period will not have
     any effect upon his or her eligibility to participate in a different
     Offering Period or in any similar plan which may hereafter be adopted by
     the Company.

<PAGE>   6

     10.  SHARES.

          (a)  The maximum number of Shares which shall be made available for
     sale under the Plan shall be one million (1,000,000) Shares subject to
     adjustment upon changes in capitalization of the Company as provided in
     PARAGRAPH 16. Either authorized and unissued Shares or issued Shares
     heretofore or hereafter reacquired by the Employer may be made subject to
     purchase under the Plan, in the sole and absolute discretion of the
     Committee. Further, if for any reason any purchase of any Shares under the
     Plan is not consummated, Shares subject to such purchase agreement may be
     subjected to a new Subscription Agreement under the Plan. If, on the
     Exercise Date, the number of Shares with respect to which options are to be
     exercised exceeds the number of Shares then available under the Plan, the
     Company shall make a pro rata allocation of the shares remaining available
     for purchase based upon the amount in each Participant's Payroll Deduction
     Account in such manner as it determines to be practicable and equitable. In
     such event, the Company shall give written notice of such reduction of the
     Shares which each Employee shall be allowed to purchase. Notwithstanding
     anything to the contrary herein, the Company shall not be obligated to
     issue Shares hereunder if, in the opinion of counsel for the Company, such
     issuance would constitute a violation of Federal or state securities laws
     or the requirements of any securities exchange, automated quotation system
     or other market where Shares are listed or approved or designated for
     trading.

          (b)  The Participant will have no interest or voting right in Shares
     covered by his or her option until such option has been exercised and the
     Shares have been issued or transferred to the Participant.

          (c)  Shares to be delivered to a Participant under the Plan will be
     registered in the name of the Participant or, at the prior written request
     of the Participant, in the names of the Participant and his or her spouse
     or to a trust to which the Participant elects to transfer the Shares
     immediately after exercise of the option.

     11.  ADMINISTRATION. This Plan will be supervised and administered by a
Committee appointed by the Board. Except as otherwise set forth in this Plan,
the Committee will have full authority to interpret and construe any provision
of the Plan, to adopt, amend and rescind any rules and regulations deemed
necessary, desirable or appropriate for administering the Plan or in order to
comply with the requirements of Code Section 423, and to make all other
determinations necessary or advisable for the administration of the Plan.
Decisions of the Committee will be final and binding on all parties having an
interest in the Plan.

     12.  DESIGNATION OF BENEFICIARY.

          (a)  A Participant may file a written designation of a beneficiary (as
     indicated in the Subscription Agreement or otherwise) who is to receive any
     Shares under the Plan in the event of such Participant's death subsequent
     to the Exercise Date on which an option is exercised but prior to the
     issuance of such shares. In addition, a Participant may file a written
     designation of a beneficiary who is to receive any cash from the
     Participant's Payroll Deduction Account under the Plan in the event of such
     Participant's death prior to the Exercise Date of the option. If a
     Participant is married and the designated beneficiary is not the spouse,
     spousal consent will be required for such designation to be effective.

<PAGE>   7

          (b)  Such designation of beneficiary may be changed by the Participant
     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, the
     Committee shall deliver such shares 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 or the
     Committee), the Committee, in its discretion, may deliver such shares
     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
     Committee, then to such other person as the Committee may designate.

     13.  TRANSFERABILITY. Neither payroll deductions credited to Participant's
Payroll Deduction Account nor any rights with regard to the exercise of an
option to receive Shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Paragraph 12 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Committee may treat such act as an election to withdraw
funds in accordance with PARAGRAPH 9.

     14.  USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     15.  REPORTS. Individual Payroll Deduction Accounts will be maintained for
each Participant in the Plan. Statements of Payroll Deduction Account will be
given to Participants as soon as practicable following an Exercise Date, such
statements will set forth the amounts of payroll deductions, the per share
purchase price, the number of shares purchased and the remaining cash balance,
if any.

     16.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If an option under this
Plan is exercised subsequent to any stock split, spinoff, recapitalization,
reorganization, reclassification, merger, consolidation, exchange of shares, or
the like occurring after such option was granted, as a result of which shares of
any class of stock shall be issued in respect of the outstanding shares, or
shares shall be changed into a different number of the same or another class or
classes, the number of Shares to which such option shall be applicable, the
option price for such Shares and the number of shares of Common Stock that have
been authorized for issuance under this Plan but have not yet been placed under
option shall be appropriately adjusted by the Committee. Such adjustment by the
Committee will be final, binding and conclusive. Any such adjustment, however,
in the Shares shall be made without change in the total price applicable to the
portion of the Shares purchased hereunder which has not been fully paid for, but
with a corresponding adjustment, if appropriate, in the price for the Shares.

     In the event of the proposed dissolution or liquidation of the Company or
upon a proposed reorganization, merger, or consolidation of the Company with one
or more corporations as a result of which the outstanding Shares are changed
into or exchanged for securities of another issuer, cash and/or other property,
or upon a proposed sale of substantially all of the property or stock of the
Company to another corporation, the Offering Period will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board, and the holder of each option then outstanding under the Plan will
thereafter be entitled to receive, upon the exercise of such option, as nearly
as reasonably may be determined, the cash, securities, and/or property which a
holder of one Share was entitled to receive upon and at the time of such
transaction for each Share to which such option shall be exercised. The Board
shall take such steps in connection with such transactions as the Board shall
deem necessary to assure that the provisions of this PARAGRAPH shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the

<PAGE>   8

said cash, securities, and/or property as to which such holder of such option
might thereafter be entitled to receive.

     17.  AMENDMENT OR TERMINATION. The Board (or the Committee) may at any time
and for any reason terminate or amend the Plan. Except as specifically provided
in the Plan, no such termination can affect options previously granted, provided
that an Offering Period may be terminated by the Board prior to any Exercise
Date if the Board determines that the termination of the Plan is in the best
interest of the Company and its shareholders. Except as specifically provided in
the Plan or as required to obtain a favorable ruling from the Internal Revenue
Service or to comply with tax or securities law, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any Participant. To the extent necessary to comply with Rule 16b-3 under the Act
or section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall use reasonable efforts to
obtain shareholder approval in such manner and to such a degree as required.

     Without shareholder consent and without regard to whether any Participant
rights may be considered to have been adversely affected, the Board (or the
Committee) will be entitled to change the Offering Periods and Exercise Dates,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, permit payroll withholding in excess of the amount designated
by a Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant's
Compensation, and establish such other limitations or procedures as the Board
(or the Committee) determines in its sole discretion advisable that are
consistent with this Plan.

     18.  NOTICES. All notices or other communications by a Participant to the
Company or Committee under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.

     19.  SHAREHOLDER APPROVAL. Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Notwithstanding any provision to the
contrary, failure to obtain such shareholder approval shall void the Plan, any
options granted under the Plan, any Share purchases pursuant to the Plan, and
all rights of all Participants.

     20.  CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed or any automated quotation system or other market
where the Shares are then approved, designated or listed for trading, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute, such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

<PAGE>   9

     21.  TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the
Company as described in PARAGRAPH 19. It shall continue in effect for a term of
ten (10) years unless sooner terminated under PARAGRAPH 17.

     22.  NO RIGHTS IMPLIED. Nothing contained in this Plan or any modification
or amendment to the Plan or in the creation of any Payroll Deduction Account, or
the execution of any participation election form, or the issuance of any Shares,
shall give any Employee or Participant any right to continue employment, any
legal or equitable right against the Employer or Company or any officer,
director, or Employee of an Employer or Company, except as expressly provided by
the Plan.

     23.  SEVERABILITY. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.

     24.  WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice.

     25.  SUCCESSORS AND ASSIGNS. The Plan shall be binding upon all persons
entitled to purchase Shares under the Plan, their respective heirs, legatees,
and legal representatives and upon the Employer, its successors and assigns.

     26.  HEADINGS. The titles and headings of the Paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.

     27.  GOVERNING LAW. All questions arising with respect to the provisions of
this Plan shall be determined by application of the laws of the State of
California except to the extent California law is preempted by Federal statute.
The obligation of the Employer to sell and deliver Shares under the Plan is
subject to applicable laws and to the approval of any governmental authority
required in connection with the authorization, issuance, sale or delivery of
such Shares.

     28.  NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members of the
Board nor any member of the Committee (nor their delegatees) shall be liable for
any act, omission, or determination taken or made with respect to the Plan or
any right to purchase Shares granted under it, and members of the Board and the
Committee (and their delegatees) shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage, or expense
(including attorneys' fees, the costs of settling any suit, provided such
settlement is approved by independent legal counsel selected by the Company, and
amounts paid in satisfaction of a judgment, except a judgment based on a finding
of bad faith by the Board or Committee member seeking indemnification or
reimbursement) arising therefrom to the full extent permitted by law and under
any directors and officers liability or similar insurance coverage that may from
time to time be in effect.

     29.  PARTICIPATING EMPLOYERS. This Plan shall constitute the Employee Stock
Purchase Plan of the Company and each Designated Subsidiary. A Designated
Subsidiary may adopt and participate in this Plan beginning as of the next
Enrollment Date, provided the Board has consented to such Designated
Subsidiary's participation. A Designated Subsidiary may withdraw from the Plan
as of any Enrollment Date by giving written notice to the Board, and such notice
must be received by the Board at least thirty (30) days prior to such Enrollment
Date.

<PAGE>   10

     30.  NO GUARANTEE OF INTERESTS OR TAX TREATMENT. Neither the Committee nor
the Company guarantees the Common Stock from loss or reduction in value. Neither
the Committee nor the Company guarantees favorable tax treatment for the
purchase of Shares hereunder.

     31.  PAYMENT OF EXPENSES. All expenses of the Company incident to the
administration, termination, or protection of the Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Company.


     IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed
effective this day of , 2001.



ATTEST:
BY:_____________________________
CHROMAVISION MEDICAL SYSTEMS, INC.

<PAGE>   11

                                    EXHIBIT A

                       CHROMAVISION MEDICAL SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

     I, __________________, have read the attached prospectus explanation of the
ChromaVision Medical Systems, Inc. Employee Stock Purchase Plan (the "Plan"). I
have decided (check one):

                  _____    NOT to participate.

                  _____    TO PARTICIPATE. I elect to have ______% of my
                           Compensation(1) (select the percentage of your
                           compensation from 1 to 15, in increments of 1, that
                           you elect to contribute) applied to the purchase of
                           shares of the Company's Common Stock in accordance
                           with this Subscription Agreement and the Plan.

     In order to pay for the Shares that I have elected to purchase, I hereby
authorize ChromaVision Medical Systems, Inc. to deduct the percentage of my
Compensation that I specified above from my pay each pay period while this
election is in effect.

     I understand that said payroll deductions shall be accumulated for the
purchase of the Shares at the applicable purchase price determined in accordance
with the Plan. I further understand that, except as otherwise set forth in the
Plan, Shares will be purchased for me automatically on the Exercise Date of the
Offering Period unless I otherwise withdraw from the Offering Period or the
Plan.

     I have received a copy of ChromaVision Medical Systems, Inc.'s most recent
prospectus that describes the Plan and a copy of the complete Plan. I understand
that my participation in the Plan is in all respects subject to the terms of the
Plan.

     I understand that if I am subject to tax in the US as a citizen or resident
of the US and I dispose of any shares of Common Stock received by me pursuant to
the Plan within two (2) years after the date of the granting of the option or
within one (1) year after the Exercise Date, I will be treated for US federal
income tax purposes as having received ordinary compensation income at the time
of such disposition in an amount equal to the excess of the fair market value of
the shares on the Exercise Date over the price which I paid for the shares,
regardless of whether I disposed of the shares at a price less than their fair
market value at the Exercise Date. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss.

     I further understand that if I am subject to tax in the US as a citizen or
resident of the US and I dispose of any shares of Common Stock received by me
pursuant to the Plan at any time after expiration of the 2-year and 1-year
holding periods, I will be


--------

     (1) Please refer to the Plan document for definitions of capitalized words
that are not defined in this Subscription Agreement.

<PAGE>   12

treated for US federal income tax purposes as having received compensation
income only to the extent of an amount equal to the lesser of (1) the excess of
the fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares under the purchase right, or (2) the
excess of the fair market value of the shares at the time the purchase right was
granted over the price which I paid for the shares under the Plan. The remainder
of the gain or loss, if any, recognized on such disposition will be treated as
capital gain or loss.

     I hereby agree to notify the Company in writing within 30 days after the
date of any disposition of stock purchased under the Plan, and I will make
adequate provision for any US federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Common Stock by me.

     I understand that the information contained in the preceding paragraphs is
only a summary of the possible tax consequences and is subject to change. I
further understand that I should consult a tax advisor concerning the tax
implications of the purchase and sale of stock under the Plan.

     Beneficiary Designation. In the event of my death, I hereby designate the
beneficiary I have indicated on my enrollment form to receive all payments and
Shares due me and not yet paid or issued under the Plan, pursuant to Paragraph
12 of the Plan.

     I hereby agree to be bound by the terms of the Plan. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate in
the Plan.

     I agree to complete an enrollment form in addition to this Subscription
Agreement detailing my intended participation in the Plan.



PARTICIPANT SIGNATURE: __________________________

NAME: ___________________________________________

DATE: ___________________________________________

<PAGE>   13

                                    EXHIBIT B

                       CHROMAVISION MEDICAL SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL


     The undersigned Participant1 in the ChromaVision Medical Systems, Inc.
Employee Stock Purchase Plan (the "Plan") hereby notifies the Committee that
effective on the later of _____________________, 20__ (the "Withdrawal Date") or
the date this form is received by the Committee, he or she withdraws from the
Offering Period which began on ______________________, 20__.

     The undersigned hereby directs ChromaVision Medical Systems, Inc. (the
"Company") to pay to the undersigned as promptly as possible following the
Withdrawal Date all the payroll deductions credited to his or her Payroll
Deduction Account with respect to such Offering Period. The undersigned
understands and agrees that the option granted to the undersigned for such
Offering Period shall automatically terminate and no further payroll deductions
will be made for the purchase of shares in such Offering Period.

     The undersigned further understands and agrees that he or she shall be
eligible to participate in succeeding Offering Periods only by delivering to the
Company a new Subscription Agreement and enrollment form.


PARTICIPANT SIGNATURE: __________________________

NAME: ___________________________________________

DATE: ___________________________________________


--------------

     (1) Please refer to the Plan document for definitions of capitalized words
that are not defined in this Notice of Withdrawal.