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                                                                   EXHIBIT 10.17

                           BARRIER THERAPEUTICS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

         I.       PURPOSE OF THE PLAN

                  This Employee Stock Purchase Plan is intended to promote the
interests of Barrier Therapeutics, Inc., a Delaware corporation, by providing
eligible employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll deduction-based employee stock
purchase plan designed to qualify under Section 423 of the Code.

                  Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.

         II.      ADMINISTRATION OF THE PLAN

                  The Compensation Committee is hereby appointed by the Board to
serve as Plan Administrator and shall in that capacity have full authority to
interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem necessary in order to
comply with the requirements of Code Section 423. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.

         III.     STOCK SUBJECT TO PLAN

                  A.       The stock purchasable under the Plan shall be shares
of authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market. The number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall be limited to
200,000 shares.

                  B.       The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first trading day of
January each calendar year during the term of the Plan, beginning with calendar
year 2005, by an amount equal to one half percent (.5%) of the total number of
shares of Common Stock outstanding on the last trading day in December of the
immediately preceding calendar year, but in no event shall any such annual
increase exceed 150,000 shares.

                  C.       Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date, (iii) the maximum number
and class of securities purchasable in total by all Participants on any one
Purchase Date, (iv) the maximum number and/or class of securities by which the
share reserve is to increase automatically each calendar year pursuant to the
provisions of Section III.B of this Article One and (v) the number and class of

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securities and the price per share in effect under each outstanding purchase
right in order to prevent the dilution or enlargement of benefits thereunder.

         IV.      OFFERING PERIODS

                  A.       Shares of Common Stock shall be offered for purchase
under the Plan through a series of overlapping offering periods until such time
as (i) the maximum number of shares of Common Stock available for issuance under
the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

                  B.       Each offering period shall be of such duration (not
to exceed twelve (12) months) as determined by the Plan Administrator prior to
the start date of such offering period. Offering periods shall commence at
semi-annual intervals on the first business day of February and August each year
over the term of the Plan. Accordingly, two (2) separate offering periods shall
commence in each calendar year the Plan remains in existence. However, the
initial offering period shall commence at the Effective Time and terminate on
the last business day in July 2005.

                  C.       Each offering period shall consist of a series of one
or more successive Purchase Intervals. Purchase Intervals shall run from the
first business day in February to the last business day in July each year and
from the first business day in August each year to the last business day in
January in the following year. However, the first Purchase Interval in effect
under the initial offering period shall commence at the Effective Time and
terminate on the last business day in July 2004.

                  D.       Should the Fair Market Value per share of Common
Stock on any Purchase Date within a particular offering period be less than the
Fair Market Value per share of Common Stock on the start date of that offering
period, then the individuals participating in such offering period shall,
immediately after the purchase of shares of Common Stock on their behalf on such
Purchase Date, be transferred from that offering period and automatically
enrolled in the next offering period commencing after such Purchase Date.

         V.       ELIGIBILITY

                  A.       Each individual who is an Eligible Employee on the
start date of any offering period under the Plan may enter that offering period
on such start date. However, an Eligible Employees may participate in only one
offering period at a time. For the initial offering period commencing at the
Effective Time, each individual who is an Eligible Employee at that time shall
automatically be enrolled as a Participant with a contribution rate equal to
fifteen percent (15%) of his or her Base Salary.

                  B.       Except as otherwise provided in Sections IV.D and V.A
above, an Eligible Employee must, in order to participate in the Plan for a
particular offering period, complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before the start date of that offering period.

                                       2.
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         VI.      PAYROLL DEDUCTIONS

                  A.       The payroll deduction authorized by the Participant
for purposes of acquiring shares of Common Stock during an offering period may
be any multiple of one percent (1%) of the Base Salary paid to the Participant
during each Purchase Interval within that offering period, up to a maximum of
fifteen percent (15%) or such lesser percentage as may be specified by the Plan
Administrator prior to the start date of such offering period. The deduction
rate so authorized shall continue in effect throughout the offering period,
except to the extent such rate is changed in accordance with the following
guidelines:

                           (i)      The Participant may, at any time during the
         offering period, reduce his or her rate of payroll deduction (or, to
         the extent applicable, the percentage of Base Salary to serve as his or
         her lump sum contribution for the initial Purchase Interval of the
         first offering period) to become effective as soon as possible after
         filing the appropriate form with the Plan Administrator. The
         Participant may not, however, effect more than one (1) such reduction
         per Purchase Interval.

                           (ii)     The Participant may, prior to the
         commencement of any new Purchase Interval within the offering period,
         increase the rate of his or her payroll deduction by filing the
         appropriate form with the Plan Administrator. The new rate (which may
         not exceed the maximum payroll deduction percentage in effect for that
         offering period) shall become effective on the start date of the first
         Purchase Interval following the filing of such form.

                  B.       Payroll deductions shall begin on the first pay day
administratively feasible following the start date of the offering period and
shall (unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of that offering period. The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the Participant shall
not be required to be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes. Payroll deductions collected in a currency other than U.S.
Dollars shall be converted into U.S. Dollars on the last day of the Purchase
Interval in which collected, with such conversion to be based on the exchange
rate in effect on the immediately preceding business day.

                  C.       For the initial Purchase Interval of the first
offering period under the Plan, no payroll deductions shall be required of the
Participant until such time as the Participant affirmatively elects to commence
such payroll deductions following his or her receipt of the 1993 Act prospectus
for the Plan. In the absence of such payroll deductions, the Participant will be
required to contribute the applicable percentage of his or her Base Salary to
the Plan in a lump sum payment immediately prior to the close of that Purchase
Interval should the Participant elect to have shares of Common Stock purchased
on his or her behalf on the Purchase Date for that initial Purchase Interval.

                                       3.
<PAGE>

                  D.       Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.

                  E.       The Participant's acquisition of Common Stock under
the Plan on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.

         VII.     PURCHASE RIGHTS

                  A.       GRANT OF PURCHASE RIGHTS. A Participant shall be
granted a separate purchase right for each offering period in which he or she is
enrolled. The purchase right shall be granted on the start date of the offering
period and shall provide the Participant with the right to purchase shares of
Common Stock, in a series of successive installments during that offering
period, upon the terms set forth below. The Participant shall execute a stock
purchase agreement embodying such terms and such other provisions (not
inconsistent with the Plan) as the Plan Administrator may deem advisable.

                  Under no circumstances shall purchase rights be granted under
the Plan to any Eligible Employee if such individual would, immediately after
the grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

                  B.       EXERCISE OF THE PURCHASE RIGHT. Each purchase right
shall be automatically exercised in installments on each successive Purchase
Date within the offering period, and shares of Common Stock shall accordingly be
purchased on behalf of each Participant on each such Purchase Date. The purchase
shall be effected by applying the Participant's payroll deductions (or, to the
extent applicable, his or her lump sum contribution) for the Purchase Interval
ending on such Purchase Date to the purchase of whole shares of Common Stock at
the purchase price in effect for the Participant for that Purchase Date.

                  C.       PURCHASE PRICE. The purchase price per share at which
Common Stock will be purchased on the Participant's behalf on each Purchase Date
within the particular offering period in which he or she is enrolled shall be
equal to eighty-five percent (85%) of the LOWER of (i) the Fair Market Value per
share of Common Stock on the start date of that offering period or (ii) the Fair
Market Value per share of Common Stock on that Purchase Date.

                  D.       NUMBER OF PURCHASABLE SHARES. The number of shares of
Common Stock purchasable by a Participant on each Purchase Date during the
particular offering period in which he or she is enrolled shall be the number of
whole shares obtained by dividing the amount collected from the Participant
through payroll deductions during the Purchase Interval ending with that
Purchase Date (or, to the extent applicable, his or her lump sum contribution
for that Purchase Interval) by the purchase price in effect for the Participant
for that Purchase Date. However, the maximum number of shares of Common Stock
purchasable per Participant on any one Purchase Date shall not exceed 1,500
shares, subject to periodic adjustments in the event of certain changes in the
Corporation's capitalization. In addition, the maximum number of shares

                                       4.
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of Common Stock purchasable in total by all Participants in the Plan on any one
Purchase Date shall not exceed 75,000 shares, subject to periodic adjustments in
the event of certain changes in the Corporation's capitalization. However, the
Plan Administrator shall have the discretionary authority, exercisable prior to
the start of any offering period under the Plan, to increase or decrease the
limitations to be in effect for the number of shares purchasable per Participant
and in total by all Participants enrolled in that particular offering period on
each Purchase Date which occurs during that offering period.

                  E.       EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not
applied to the purchase of shares of Common Stock on any Purchase Date because
they are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
total by all Participants on the Purchase Date shall be promptly refunded.

                  F.       SUSPENSION OF PAYROLL DEDUCTIONS. In the event that a
Participant is, by reason of the accrual limitations in Article VIII, precluded
from purchasing additional shares of Common Stock on one or more Purchase Dates
during the offering period in which he or she is enrolled, then no further
payroll deductions shall be collected from such Participant with respect to
those Purchase Dates. The suspension of such deductions shall not terminate the
Participant's purchase right for the offering period in which he or she is
enrolled, and payroll deductions shall automatically resume on behalf of such
Participant once he or she is again able to purchase shares during that offering
period in compliance with the accrual limitations of Article VIII.

                  G.       WITHDRAWAL FROM OFFERING PERIOD. The following
provisions shall govern the Participant's withdrawal from an offering period:

                           (i)      A Participant may withdraw from the offering
         period in which he or she is enrolled at any time prior to the next
         scheduled Purchase Date by filing the appropriate form with the Plan
         Administrator (or its designate), and no further payroll deductions
         shall be collected from the Participant with respect to that offering
         period. Any payroll deductions collected during the Purchase Interval
         in which such withdrawal occurs shall, at the Participant's election,
         be immediately refunded or held for the purchase of shares on the next
         Purchase Date. If no such election is made at the time of such
         withdrawal, then the payroll deductions collected from the Participant
         during the Purchase Interval in which such withdrawal occurs shall be
         refunded as soon as possible.

                           (ii)     The Participant's withdrawal from a
         particular offering period shall be irrevocable, and the Participant
         may not subsequently rejoin that offering period at a later date. In
         order to resume participation in any subsequent offering period, such
         individual must re-enroll in the Plan (by making a timely filing of the
         prescribed enrollment forms) on or before the start date of that
         offering period.

                                       5.
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                  H.       TERMINATION OF PURCHASE RIGHT. The following
provisions shall govern the termination of outstanding purchase rights:

                           (i)      Should the Participant cease to remain an
         Eligible Employee for any reason (including death, disability or change
         in status) while his or her purchase right remains outstanding, then
         that purchase right shall immediately terminate, and all of the
         Participant's payroll deductions for the Purchase Interval in which the
         purchase right so terminates shall be immediately refunded.

                           (ii)     However, should the Participant cease to
         remain in active service by reason of an approved unpaid leave of
         absence, then the Participant shall have the right, exercisable up
         until the last business day of the Purchase Interval in which such
         leave commences, to (a) withdraw all the payroll deductions collected
         to date on his or her behalf for that Purchase Interval or (b) have
         such funds held for the purchase of shares on his or her behalf on the
         next scheduled Purchase Date. In no event, however, shall any further
         payroll deductions be collected on the Participant's behalf during such
         leave. Upon the Participant's return to active service (x) within
         ninety (90) days following the commencement of such leave or (y) prior
         to the expiration of any longer period for which such Participant's
         right to reemployment with the Corporation is guaranteed by statute or
         contract, his or her payroll deductions under the Plan shall
         automatically resume at the rate in effect at the time the leave began,
         unless the Participant withdraws from the Plan prior to his or her
         return. An individual who returns to active employment following a
         leave of absence that exceeds in duration the applicable (x) or (y)
         time period will be treated as a new Employee for purposes of
         subsequent participation in the Plan and must accordingly re-enroll in
         the Plan (by making a timely filing of the prescribed enrollment forms)
         on or before the start date of any subsequent offering period in which
         he or she wishes to participate.

                  I.       CHANGE IN CONTROL. Each outstanding purchase right
shall automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the start date of the offering period in which such individual is
enrolled at the time of such Change in Control or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Change in
Control. However, the applicable limitation on the number of shares of Common
Stock purchasable per Participant shall continue to apply to any such purchase,
but not the limitation applicable to the maximum number of shares of Common
Stock purchasable in total by all Participants on any one Purchase Date.

                  The Corporation shall use its best efforts to provide at least
ten (10) days' prior written notice of the occurrence of any Change in Control,
and Participants shall, following the

                                       6.
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receipt of such notice, have the right to terminate their outstanding purchase
rights prior to the effective date of the Change in Control.

                  J.       PRORATION OF PURCHASE RIGHTS. Should the total number
of shares of Common Stock to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

                  K.       ESPP BROKERAGE ACCOUNT. The shares purchased on
behalf of each Participant shall be deposited directly into a brokerage account
which the Corporation shall establish for the Participant at a
Corporation-designated brokerage firm. The account will be known as the ESPP
Brokerage Account. The following policies and procedures shall be in place for
any shares the Participant wishes to transfer from his or her ESPP Brokerage
Account before those shares have been held for the requisite period necessary to
avoid a disqualifying disposition under the federal tax laws. Accordingly, the
shares must be held in the ESPP Brokerage Account until the LATER of the
following two periods: (i) the end of the two (2)-year period measured from the
start date of the offering period in which the shares were purchased and (ii)
the end of the one (1)-year measured from the actual purchase date of those
shares.

                  Shares purchased under the Plan shall not be transferable
(either electronically or in certificate form) from the ESPP Brokerage Account
until the required holding period for those shares is satisfied. Such limitation
shall apply both to transfers to different accounts with the same ESPP broker
and to transfers to other brokerage firms. Any shares held for the required
holding period may be transferred (either electronically or in certificate form)
to other accounts or to other brokerage firms.

                  THE FOREGOING PROCEDURES SHALL NOT IN ANY WAY LIMIT WHEN THE
PARTICIPANT MAY SELL HIS OR HER SHARES. Those procedures are designed solely to
assure that any sale of shares prior to the satisfaction of the required holding
period is made through the ESPP Brokerage Account. In addition, the Participant
may request a stock certificate or share transfer from his or her ESPP Brokerage
Account prior to the satisfaction of the required holding period should the
Participant wish to make a gift of any shares held in that account. However,
shares may not be transferred (either electronically or in certificate form)
from the ESPP Brokerage Account for use as collateral for a loan, unless those
shares have been held for the required holding period.

                  The foregoing procedures shall apply to all shares purchased
by the Participant under the Plan, whether or not the Participant continues in
employee status.

                  L.       ASSIGNABILITY. The purchase right shall be
exercisable only by the Participant and shall not be assignable or transferable
by the Participant.

                  M.       STOCKHOLDER RIGHTS. A Participant shall have no
stockholder rights with respect to the shares subject to his or her outstanding
purchase right until the shares are

                                       7.
<PAGE>

purchased on the Participant's behalf in accordance with the provisions of the
Plan and the Participant has become a holder of record of the purchased shares.

         VIII.    ACCRUAL LIMITATIONS

                  A.       No Participant shall be entitled to accrue rights to
acquire Common Stock pursuant to any purchase right outstanding under this Plan
if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423)) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

                  B.       For purposes of applying such accrual limitations to
the purchase rights granted under the Plan, the following provisions shall be in
effect:

                           (i)      The right to acquire Common Stock under each
         outstanding purchase right shall accrue in a series of installments on
         each successive Purchase Date during the offering period in which such
         right remains outstanding.

                           (ii)     No right to acquire Common Stock under any
         outstanding purchase right shall accrue to the extent the Participant
         has already accrued in the same calendar year the right to acquire
         Common Stock under one or more other purchase rights at a rate equal to
         Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock
         (determined on the basis of the Fair Market Value per share on the date
         or dates of grant) for each calendar year such rights were at any time
         outstanding.

                  C.       If by reason of such accrual limitations, any
purchase right of a Participant does not accrue for a particular Purchase
Interval, then the payroll deductions that the Participant made during that
Purchase Interval with respect to such purchase right shall be promptly
refunded.

                  D.       In the event there is any conflict between the
provisions of this Article and one or more provisions of the Plan or any
instrument issued thereunder, the provisions of this Article shall be
controlling.

         IX.      EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Plan was adopted by the Board on March 26, 2004,
and shall become effective at the Effective Time, provided no purchase rights
granted under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until (i) the Plan shall have been approved by the
stockholders of the Corporation and (ii) the Corporation shall have complied
with all applicable requirements of the 1933 Act (including the registration of
the

                                       8.
<PAGE>

shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation. In the event such
stockholder approval is not obtained, or such compliance is not effected, within
twelve (12) months after the date on which the Plan is adopted by the Board, the
Plan shall terminate and have no further force or effect, and all sums collected
from Participants during the initial offering period hereunder shall be
refunded.

                  B.       Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the last business day in January 2015, (ii)
the date on which all shares available for issuance under the Plan shall have
been sold pursuant to purchase rights exercised under the Plan or (iii) the date
on which all purchase rights are exercised in connection with a Change in
Control. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.

         X.       AMENDMENT OF THE PLAN

                  A.       The Board may alter, amend, suspend or terminate the
Plan at any time to become effective immediately following the close of any
Purchase Interval. However, the Plan may be amended or terminated immediately
upon Board action, if and to the extent necessary to assure that the Corporation
will not recognize, for financial reporting purposes, any compensation expense
in connection with the shares of Common Stock offered for purchase under the
Plan, should the financial accounting rules applicable to the Plan at the
Effective Time be subsequently revised so as to require the Corporation to
recognize compensation expense in the absence of such amendment or termination.

                  B.       In no event may the Board effect any of the following
amendments or revisions to the Plan without the approval of the Corporation's
stockholders: (i) increase the number of shares of Common Stock issuable under
the Plan, except for permissible adjustments in the event of certain changes in
the Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation in
the Plan.

         XI.      GENERAL PROVISIONS

                  A.       All costs and expenses incurred in the administration
of the Plan shall be paid by the Corporation; however, each Plan Participant
shall bear all costs and expenses incurred by such individual in the sale or
other disposition of any shares purchased under the Plan.

                  B.       Nothing in the Plan shall confer upon the Participant
any right to continue in the employ of the Corporation or any Corporate
Affiliate for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Corporate Affiliate
employing such person) or of the Participant, which rights are hereby expressly

                                       9.
<PAGE>

reserved by each, to terminate such person's employment at any time for any
reason, with or without cause.

                  C.       The provisions of the Plan shall be governed by the
laws of the State of New Jersey without resort to that State's conflict-of-laws
rules.

                                      10.
<PAGE>

                                   SCHEDULE A

                          CORPORATIONS PARTICIPATING IN
                          EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE TIME

                           Barrier Therapeutics, Inc.
                           Barrier Therapeutics, N.V.

<PAGE>

                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

                  A.       BASE SALARY shall mean the regular base salary paid
to a Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan before
deduction of any income tax or employment tax withholdings or contributions to
any 401(k) or Code Section 125 Plan now or hereafter established by the
Corporation or any other Participating Corporation.

                  B.       BOARD shall mean the Corporation's Board of
Directors.

                  C.       CHANGE IN CONTROL shall mean a change in ownership of
the Corporation pursuant to any of the following transactions:

                           (i)      a merger, consolidation or other
         reorganization approved by the Corporation's stockholders, unless
         securities representing more than fifty percent (50%) of the total
         combined voting power of the voting securities of the successor
         corporation are immediately thereafter beneficially owned, directly or
         indirectly and in substantially the same proportion, by the persons who
         beneficially owned the Corporation's outstanding voting securities
         immediately prior to such transaction, or

                           (ii)     a stockholder-approved sale, transfer or
         other disposition of all or substantially all of the Corporation's
         assets in complete liquidation or dissolution of the Corporation, or

                           (iii)    the acquisition, directly or indirectly by
         any person or related group of persons (other than the Corporation or a
         person that directly or indirectly controls, is controlled by, or is
         under common control with, the Corporation), of beneficial ownership
         (within the meaning of Rule 13d-3 of the 1934 Act) of securities
         possessing more than fifty percent (50%) of the total combined voting
         power of the Corporation's outstanding securities pursuant to a tender
         or exchange offer made directly to the Corporation's stockholders.

                  D.       CODE shall mean the Internal Revenue Code of 1986, as
amended.

                  E.       COMMON STOCK shall mean the Corporation's common
stock.

                  F.       COMPENSATION COMMITTEE shall mean the Compensation
Committee of the Corporation's Board of Directors.

                  G.       CORPORATE AFFILIATE shall mean any parent or
subsidiary corporation of the Corporation (as determined in accordance with Code
Section 424), whether now existing or subsequently established.

                                      A-1
<PAGE>

                  H.       CORPORATION shall mean Barrier Therapeutics, Inc., a
Delaware corporation, and any corporate successor to all or substantially all of
the assets or voting stock of Barrier Therapeutics, Inc. that shall by
appropriate action adopt the Plan.

                  I.       EFFECTIVE TIME shall mean the time at which the
Underwriting Agreement is executed and the Common Stock priced for the initial
public offering of such Common Stock. Any Corporate Affiliate that becomes a
Participating Corporation after such Effective Time shall designate a subsequent
Effective Time with respect to its employee-Participants.

                  J.       ELIGIBLE EMPLOYEE shall mean any person who is
employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week for
more than five (5) months per calendar year for earnings considered wages under
Code Section 3401 (a).

                  K.       FAIR MARKET VALUE per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                           (i)      If the Common Stock is at the time traded on
         the Nasdaq National Market, then the Fair Market Value shall be the
         closing selling price per share of Common Stock on the date in
         question, as such price is reported by the National Association of
         Securities Dealers on the Nasdaq National Market and published in The
         Wall Street Journal. If there is no closing selling price for the
         Common Stock on the date in question, then the Fair Market Value shall
         be the closing selling price on the last preceding date for which such
         quotation exists.

                           (ii)     If the Common Stock is at the time listed on
         any Stock Exchange, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question on the
         Stock Exchange determined by the Plan Administrator to be the primary
         market for the Common Stock, as such price is officially quoted in the
         composite tape of transactions on such exchange and published in The
         Wall Street Journal. If there is no closing selling price for the
         Common Stock on the date in question, then the Fair Market Value shall
         be the closing selling price on the last preceding date for which such
         quotation exists.

                           (iii)    For purposes of the initial offering period
         that begins at the Effective Time, the Fair Market Value shall be
         deemed to be equal to the price per share at which the Common Stock is
         sold in the initial public offering pursuant to the Underwriting
         Agreement.

                  L.       1933 ACT shall mean the Securities Act of 1933, as
amended.

                  M.       PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.

                  N.       PARTICIPATING CORPORATION shall mean the Corporation
and such Corporate Affiliate or Affiliates as may be authorized from time to
time by the Board to extend

                                      A-2
<PAGE>

the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan are listed in attached Schedule A.

                  O.       PLAN shall mean the Corporation's Employee Stock
Purchase Plan, as set forth in this document.

                  P.       PLAN ADMINISTRATOR shall mean the Compensation
Committee acting in its administrative capacity under the Plan.

                  Q.       PURCHASE DATE shall mean the last business day of
each Purchase Interval. The initial Purchase Date shall be July 30, 2004.

                  R.       PURCHASE INTERVAL shall mean each successive six
(6)-month period within a particular offering period at the end of which there
shall be purchased shares of Common Stock on behalf of each Participant.

                  S.       STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

                  T.       UNDERWRITING AGREEMENT shall mean the agreement
between the Corporation and the underwriter or underwriters managing the initial
public offering of the Common Stock.

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