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                                                                   EXHIBIT 10.3

                               DNA SCIENCES, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN

               ADOPTED BY THE BOARD OF DIRECTORS JANUARY 3, 2001
                   APPROVED BY STOCKHOLDERS _________ ___, 2001



1.         PURPOSE.

           (a) The purpose of the Plan is to provide a means by which
Employees of the Company and certain designated Related Corporations 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 granted under the
Plan be considered options issued under an Employee Stock Purchase Plan.

2.         DEFINITIONS.

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

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

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

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

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

           (f)       "CORPORATE  TRANSACTION"  means  the  occurrence  of,
in a single  transaction  or in a series  of  related transactions, 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;

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

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                     (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.

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

           (h)        "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.

           (i)        "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 Related Corporation. 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 Related Corporation.

           (j)        "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.

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

           (l)       "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.

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

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

           (o)       "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.

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

           (q)       "PLAN" means this DNA Sciences, Inc. 2001 Employee Stock
Purchase Plan.

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

           (s)       "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,
at the end of which there shall be purchased shares of Common Stock on behalf
of Participants. An Offering may consist of one or more Purchase Periods.

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

           (u)       "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.

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

           (w)       "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  Related
 Corporations  of the Company  shall be eligible to participate in the Plan.

                     (iii)     To construe and interpret the Plan and
Purchase  Rights  granted under the Plan, 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.

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

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                     (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)       Subject to the provisions of Section 14 relating to
adjustments upon changes in stock, the shares of Common Stock that may be
sold pursuant to Purchase Rights granted under the Plan shall not exceed in
the aggregate five hundred thousand (500,000) shares of Common Stock, plus an
annual increase to be added on the first day of each calendar year,
commencing on January 1, 2002 and ending on (and including) January 1, 2011,
equal to the least of (i) three percent (3%) of the shares of Common Stock
outstanding on such January 1 (rounded down to the nearest whole share and
calculated on a fully diluted basis, that is assuming the exercise of all
outstanding stock options and warrants to purchase shares of Common Stock);
(ii) six hundred thousand (600,000) shares of Common Stock; or (iii) such
number of shares of Common Stock as determined by the Board, which number
shall be less than each of (i) and (ii). If any Purchase Right granted under
the Plan shall for any reason terminate without having been exercised, the
shares not purchased under such Purchase Right shall again become available
for issuance under the Plan.

           (b)       The shares of Common Stock subject to the Plan may be
unissued shares or shares that have been bought on the open market at
prevailing market prices or otherwise.

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 to
purchase shares of Common Stock under the Plan 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

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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.

           (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 Related Corporation. 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 Related Corporation, 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 Related
Corporation 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

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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.

           (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 Related
Corporation, 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 under the Plan and
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 shall 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

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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 granted under the Plan 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

                     (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)       An Eligible Employee may become a Participant in the
Plan pursuant to an Offering by delivering a participation agreement to the
Company within the time specified in the Offering, in such form as the
Company may provide. Each such agreement shall authorize payroll deductions
of up to the maximum percentage specified by the Board of such Participant's
Earnings (as defined in each Offering) during the Offering. The payroll
deductions made for each Participant shall be credited to a bookkeeping
account for such Participant under the Plan and shall be deposited with the
general funds of the Company. To the extent provided in the Offering, a
Participant may reduce (including to zero) or increase such payroll
deductions. To the extent provided in the Offering, a Participant may begin
such payroll deductions after the beginning of the Offering. A Participant
may make additional payments into his or her account only if specifically
provided for in the Offering and only if the Participant has not already had
the maximum permitted amount withheld during the Offering.

           (b)       At any time during an Offering, a Participant may
terminate his or her payroll deductions under the Plan 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 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 payroll deductions (reduced
to the extent, if any, such deductions have been used to acquire shares of
Common Stock for the Participant) under the Offering, without interest
(unless otherwise specified in the Offering), and such Participant's interest
in that Offering shall be automatically terminated. 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 participation agreement in
order to participate in subsequent Offerings under the Plan.

           (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 payroll deductions (reduced to the extent, if
any, such deductions have been

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used to acquire shares of Common Stock for the terminated or otherwise
ineligible Employee) under the Offering, without interest (unless otherwise
specified in the Offering).

           (d)       Purchase Rights granted under the Plan 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.

9.         EXERCISE.

           (a)       On each Purchase Date during an Offering, each
Participant's accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for interest)
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
granted under the Plan unless specifically provided for in the Offering.

           (b)       If any amount of accumulated payroll deductions 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 each 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 the
Participant after said final Purchase Date, without interest (unless
otherwise specified in the Offering). If any amount of accumulated payroll
deductions remains in a Participant's account after the purchase of shares of
Common Stock and such remaining amount is equal to the amount required to
purchase one (1) or more whole shares of Common Stock on the final Purchase
Date of the Offering, then such remaining amount shall be distributed in full
to the Participant at the end of the Offering without interest (unless
otherwise specified in the Offering).

           (c)       No Purchase Rights granted under the Plan 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 granted under the Plan 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 granted under the Plan or

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any Offering shall be exercised and all payroll deductions 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,
without interest (unless otherwise specified in the Offering).

10.        COVENANTS OF THE COMPANY.

           (a)       During the terms of the Purchase Rights granted under
the Plan, the Company shall ensure that the amount of shares of Common Stock
required to satisfy such Purchase Rights are available.

           (b)       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 granted under the Plan. 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 granted under the Plan 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 granted under the Plan unless and until the Participant's
shares of Common Stock acquired upon exercise of Purchase Rights granted
under the Plan 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 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

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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 granted under the Plan 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 payroll deductions (exclusive of any
accumulated interest that cannot be applied toward the purchase of shares of
Common Stock under the terms of the Offering) shall be used to purchase
shares of Common Stock immediately prior to the Corporate Transaction under
the ongoing Offering, 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 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

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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 granted under the Plan 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, (ii) as necessary to comply with any laws or
governmental regulations, or (iii) as necessary to ensure that the Plan
and/or Purchase Rights granted under the Plan comply with the requirements of
Section 423 of the Code.

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 granted under the Plan 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 granted under the Plan 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 granted under the Plan 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 California without resort to that state's conflicts of laws
rules.

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<PAGE>
                               DNA SCIENCES, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN
                                    OFFERING

              ADOPTED BY THE BOARD OF DIRECTORS JANUARY 3, 2001


     In this document, capitalized terms not otherwise defined shall have the
same definitions of such terms as in the DNA Sciences, Inc. 2001 Employee Stock
Purchase Plan.

1.   GRANT; OFFERING DATE.

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

     (b) The first Offering hereunder (the "Initial Offering") shall begin on
the first day of trading on the Nadsaq National Market of the shares of the
Common Stock issued in the Company's initial public offering and end on
January 31, 2003. The Initial Offering shall consist of three (3) Purchase
Periods, with the first Purchase Period ending on January 31, 2002 and the
second Purchase Period ending on July 31, 2002 and the third Purchase Period
ending on January 31, 2003. Thereafter, an Offering shall begin on each
February 1, beginning on February 1, 2003, and each Offering shall be one (1)
year in duration, with two (2) Purchase Periods, each of which shall be six
(6) months in duration. Each Offering shall end on the day prior to the first
day of the subsequent Offering except as provided below. Except as provided
below, a Purchase Date is the last day of a Purchase Period or of an
Offering, as the case may be.

     (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.

2.   ELIGIBLE EMPLOYEES.

     (a) All Employees of the Company and each of its Related Corporations
incorporated in the United States shall be granted Purchase Rights to purchase
shares of Common Stock under each Offering on the Offering Date of such
Offering, provided that each such Employee otherwise meets the employment
requirements of Section 6(a) of the Plan.

     (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

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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 any Offering shall, on the day after the first Purchase
Date during that Offering as of which such person first satisfies the service
requirement to become an Eligible Employee, receive a Purchase Right under such
Offering, which Purchase Right shall thereafter be deemed to be a part of the
Offering. Such Purchase Right shall have the same characteristics as any
Purchase Rights originally granted under the Offering 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; and

          (ii) the Offering for such Purchase Right shall begin on its Offering
Date and end coincident with the end of the ongoing Offering.

3.   PURCHASE RIGHTS.

     (a) Subject to the limitations contain herein and in the Plan, on each
Offering Date each Eligible Employee shall be granted a Purchase 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 the period of
such Offering beginning after such Eligible Employee first commences
participation; PROVIDED, HOWEVER, that no Eligible Employee may have more than
fifteen percent (15%) of such Eligible Employee's Earnings applied to purchase
shares of Common Stock under all ongoing Offerings under the Plan and all other
plans of the Company intended to qualify as Employee Stock Purchase Plans under
Section 423 of the Code.

     (b) For this Offering, "Earnings" means the total regular 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 or other deferred compensation program established by the
Company), overtime pay, and other remuneration paid directly to the Employee,
but excluding commissions, bonuses, 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) Notwithstanding the foregoing, the maximum number of shares of Common
Stock that 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 Purchase Right under such Offering has been
outstanding at any time, minus (y) the Fair Market Value of

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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 plans intended to
qualify as Employee Stock Purchase Plans under Section 423 of the Code, 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
Employee Stock Purchase Plan.

     (d) The maximum aggregate number of shares of Common Stock available to be
purchased by all Eligible Employees 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 shall not
exceed ten thousand (10,000) 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) or 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 or as of the day after any Purchase Date in such Offering;
PROVIDED, HOWEVER, that a person who first becomes an Eligible Employee during
an Offering may elect to participate at the Offering Date applicable to such
Eligible Employee in accordance with Section 2(c) of this Offering document (or
as of the day after any Purchase Date in such Offering following such applicable
Offering Date. An Eligible Employee shall become a Participant in an Offering by
delivering an enrollment form authorizing payroll deductions. Such deductions
must be in whole percentages of Earnings, with a minimum percentage of one
percent (1%) and a maximum percentage of fifteen percent (15%). A Participant
may not make additional payments into his or her account. A Participant shall
complete such enrollment form as the Company provides, and the completed
enrollment form must be delivered to the Company prior to the date participation


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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.

     (b) A Participant may reduce (including to zero) his or her participation
level once during the six (6) month period ending on a Purchase Date, excluding
only each ten (10) day period immediately preceding a Purchase Date (or such
shorter period of time as determined by the Company and communicated to
Participants). In addition, a Participant may increase or reduce (including to
zero) his or her participation level at any time during the course of an
Offering to be effective as of the following Purchase Period or Offering, as
applicable, excluding only each ten (10) day period immediately preceding a
Purchase Date (or such shorter period of time as 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 Related Corporation in such
form and at such time as the Company provides.

     (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 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 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.

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, 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.

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     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 a tax-qualified 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.



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