<PAGE>

                                                                    EXHIBIT 10.2

                                  MYOGEN, INC.

                        2003 EMPLOYEE STOCK PURCHASE PLAN

             ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 24, 2003
               APPROVED BY THE STOCKHOLDERS ON SEPTEMBER 30, 2003

         1.       PURPOSE.

                  (a)      The purpose of this Plan is to provide a means by
which Employees of the Company and certain designated Subsidiaries may be given
an opportunity to purchase stock of the Company.

                  (b)      The Company, by means of the Plan, seeks to retain
the services of its 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.

                  (c)      The Company intends that the Purchase Rights granted
under the Plan be considered options issued under an Employee Stock Purchase
Plan.

         2.       DEFINITIONS.

         As used in the Plan and any Offering, unless otherwise specified, the
following terms have the meanings set forth below:

         (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 Myogen, Inc., a Delaware corporation.

         (f)      "CONTRIBUTIONS" means the payroll deductions, and other
additional payments specifically provided for in the Offering, that a
Participant contributes to fund the exercise of a Purchase Right. A Participant
may make additional payments into his or her account, if specifically provided
for in the Offering, and then only if the Participant has not already had the
maximum permitted amount withheld through payroll deductions during the
Offering.

         (g)      "CORPORATE TRANSACTION" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

                                        1
<PAGE>

         (1)      a dissolution or liquidation of the Company;

         (2)      a lease, sale, or other disposition of all or substantially
all of the assets of the Company;

         (3)      a merger or consolidation in which the Company is not the
surviving corporation;

         (4)      a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise;

         (5)      the acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any Subsidiary) of the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of
securities of the Company representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of directors; or

         (6)      the individuals who, as of the date of the adoption of this
Plan, are members of the Board (the "Incumbent Board") cease for any reason to
constitute at least fifty percent (50%) of the Board, provided that if the
election, or nomination for election by the Company's stockholders, of a new
director was approved by a vote of at least fifty percent (50%) of the members
of the Board then comprising the Incumbent Board, such new director shall upon
his or her election be considered a member of the Incumbent Board.

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

         (i)      "EARNINGS" of an Employee with respect to any Offering has the
meaning defined in such Offering.

         (j)      "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.

         (k)      "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 Subsidiary. 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
Subsidiary.

         (l)      "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.

                                       2
<PAGE>

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

         (n)      "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 relevant determination date (or if the relevant determination
date does not fall on a Trading Day, 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.

         (o)      "INITIAL OFFERING" means the first Offering under this Plan.

         (p)      "NON-EMPLOYEE DIRECTOR" means a director who either (i) is not
a current Employee or Officer of the Company or its parent or subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or subsidiary for services rendered as a consultant or in any capacity other
than as a director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-Employee director" for purposes of Rule 16b-3.

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

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

         (s)      "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

         (t)      "OUTSIDE DIRECTOR" means a director who either (i) is not a
current Employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former Employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an Officer of the Company or an "affiliated
corporation" at any time, and is not currently receiving direct or indirect
remuneration from the Company or an "affiliated corporation" for services in any
capacity other than as a director, or (ii) is otherwise considered an "outside
director" for purposes of Section 162(m) of the Code.

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

                                       3
<PAGE>

         (v)      "PLAN" means this Myogen, Inc. 2003 Employee Stock Purchase
Plan.

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

         (x)      "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. An Offering may consist
of one or more Purchase Periods.

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

         (z)      "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.

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

         (bb)     "SUBSIDIARY" means any subsidiary corporation of the Company,
whether now or hereafter existing, as such term is defined in Section 424(f) of
the Code.

         (cc)     "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 Plan shall be administered by the Board unless
and until the Board delegates administration to a Committee, as provided in
subparagraph 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 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
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
Subsidiaries shall be eligible to participate in the Plan.

                           (iii)    To construe and interpret the Plan and
Purchase Rights granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the

                                       4
<PAGE>

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 paragraph
14.

                           (v)      Generally, to exercise such powers and to
perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and its Subsidiaries 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 two (2) or more members, all of the members
of which Committee may be, in the discretion of the Board, Non-Employee
Directors and/or Outside Directors. 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, including the power to
delegate to a subcommittee of two (2) or more Outside Directors any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or such a
subcommittee), 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.

                  (d)      Any interpretation of the Plan by the Board of any
decision made by it under the Plan shall be final and binding on all persons.

         4.       SHARES SUBJECT TO THE PLAN.

                  (a)      Subject to the provisions of paragraph 13 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to
Purchase Rights granted under the Plan (the "Reserved Shares"), shall not exceed
in the aggregate one hundred thousand (100,000) shares of the Common Stock. As
of each January 1, beginning with January 1, 2004, and continuing through and
including January 1, 2013, the number of Reserved Shares will be increased
automatically by the lesser of (i) one and one fourth percent (1.25%) of the
total number of shares of the Common Stock outstanding on such January 1 or (ii)
five hundred thousand (500,000) shares. Notwithstanding the foregoing, the Board
may designate a smaller number of shares to be added to the share reserve as of
a particular January 1. If any Purchase Right granted under the Plan shall for
any reason terminate without having been exercised, the Common Stock not
purchased under such Purchase Right shall again become available for the Plan.

                  (b)      The stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.

                                       5
<PAGE>

         5.       GRANT OF RIGHTS; OFFERING.

                  (a)      The Board or the Committee may from time to time
grant or provide for the grant of Purchase Rights under the Plan to Eligible
Employees in an Offering on an Offering Date or Offering Dates selected by the
Board or the Committee. Each Offering shall be in such form and shall contain
such terms and conditions as the Board or the Committee shall deem appropriate,
which shall comply with the requirements of Section 423(b)(5) of the Code that
all Employees granted Purchase Rights 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 shall not exceed twenty-seven (27)
months beginning with the Offering Date, and the substance of the provisions
contained in paragraphs 6 through 9, inclusive.

                  (b)      If a Participant has more than one (1) Purchase Right
outstanding under the Plan, unless he or she otherwise indicates in agreements
or notices delivered hereunder, a Purchase Right with a lower exercise price (or
an earlier-granted Purchase Right if two (2) Purchase Rights have identical
exercise prices), will be exercised to the fullest possible extent before a
Purchase Right with a higher exercise price (or a later-granted Purchase Right
if two (2) Purchase Rights have identical exercise prices) will be exercised.

         6.       ELIGIBILITY.

                  (a)      Rights may be granted only to Employees of the
Company or, as the Board or the Committee may designate as provided in
subparagraph 3(b), to Employees of any Subsidiary of the Company. Except as
provided in subparagraph 6(b), an Employee of the Company or any Subsidiary
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 any
Subsidiary for such continuous period preceding such grant as the Board or the
Committee may require, but in no event shall the required period of continuous
employment be greater than two (2) years. In addition, unless otherwise
determined by the Board or the Committee and set forth in the terms of the
applicable Offering, no Employee of the Company or any Subsidiary 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 such Subsidiary
is for at least twenty (20) hours per week and at least five (5) months per
calendar year.

                  (b)      The Board or the Committee may provide that each
person who, during the course of an Offering, first becomes an Eligible Employee
of the Company or designated Subsidiary will, on a date or dates specified in
the Offering which coincides with the day on which such person becomes an
Eligible Employee or a date 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:

                                       6
<PAGE>

                           (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 or the Committee 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 will 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 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 subparagraph 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 (whether vested or unvested) shall be treated as
stock owned by such Employee.

                  (d)      An Eligible Employee may be granted Purchase Rights
under the Plan only if such Purchase Rights, together with any other Purchase
Rights granted under Employee Stock Purchase Plans of the Company and any
Related Corporations do not permit such Employee's Purchase Rights 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 Purchase Rights are granted) for each calendar year in which such Purchase
Rights are outstanding at any time.

                  (e)      Officers of the Company and any designated Subsidiary
shall be eligible to participate in Offerings under the Plan; provided, however,
that the Board may provide in an Offering that certain 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.       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 the number of shares of Common Stock of the Company
purchasable with a percentage designated by the Board or the Committee not
exceeding twenty percent (20%) of such Employee's Earnings during the period
which begins on the Offering Date (or such later date as the Board or the
Committee 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. The
Board or the Committee shall establish one (1) or more Purchase Dates during an
Offering on which Purchase Rights granted under the Plan shall be exercised and
purchases of Common Stock carried out in accordance with such Offering.

                                       7
<PAGE>

                  (b)      In connection with each Offering made under the Plan,
the Board or the Committee may specify a maximum number of shares that may be
purchased by any Participant as well as a maximum aggregate number of shares
that may be purchased by all Participants pursuant to such Offering. In
addition, in connection with each Offering that contains more than one (1)
Purchase Date, the Board or the Committee may specify a maximum aggregate number
of shares which may be purchased by all Participants on any given Purchase Date
under the Offering. If the aggregate purchase of shares upon exercise of
Purchase Rights granted under the Offering would exceed any such maximum
aggregate number, the Board or the Committee shall make a pro rata allocation of
the shares available in as nearly a uniform manner as shall be practicable and
as it shall deem to be equitable.

                  (c)      The per share purchase price of 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 a share of Common Stock on the Offering Date; or

                           (ii)     an amount equal to eighty-five percent (85%)
of the Fair Market Value of a share of Common Stock on the Purchase Date.

         8.       PARTICIPATION; WITHDRAWAL; TERMINATION.

                  (a)      A Participant may elect to authorize payroll
deductions pursuant to an Offering under the Plan by completing and delivering
to the Company, within the time specified in the Offering, an enrollment form
(in such form as the Company may provide). Each such enrollment form shall
authorize an amount of Contributions expressed as a percentage of the submitting
Participant's Earnings during the Offering (not to exceed any maximum percentage
or amount specified by the Board). Each Participant's Contributions shall be
credited to a bookkeeping account for such Participant under the Plan and shall
be deposited with the general funds of the Company except where applicable law
requires that Contributions be deposited with a third party. To the extent
provided in the Offering, a Participant may begin such Contributions after the
beginning of the Offering. To the extent provided in the Offering, a Participant
may thereafter reduce (including to zero) or increase his or her Contributions.

                  (b)      During an Offering, a Participant may cease making
Contributions 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
otherwise 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 Contributions (reduced to the extent, if any, such deductions have
been used to acquire shares of Common Stock for the Participant) under the
Offering, and such Participant's Purchase Rights in that Offering shall
thereupon terminate. 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
enrollment form in order to participate in subsequent Offerings.

                                       8
<PAGE>

                  (c)      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 Contributions (reduced to the extent, if any, such deductions have
been used to acquire shares of Common Stock for the terminated or otherwise
ineligible Employee) under the Offering.

                  (d)      Rights 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 15 and, during a Participant's
lifetime, shall be exercisable only by such Participant.

                  (e)      Unless otherwise specified in an Offering, the
Company shall have no obligation to pay interest on Contributions.

                  (f)      Notwithstanding any other provision of this Plan, in
connection with the Initial Offering, each Eligible Employee who is employed on
the date the Company's Common Stock is first offered to the public under a
registration statement declared effective under the Securities Act automatically
shall be enrolled in the Initial Offering, with a Purchase Right for that number
of shares of Common Stock purchasable with 20% of the Eligible Employee's
Earnings, subject to any limitations set forth in the Offering. Following the
filing of an effective registration statement pursuant to a Form S-8, such
Eligible Employee shall be provided a certain period of time, as determined by
the Company in its sole discretion, within which to elect to authorize payroll
deductions for the purchase of shares during the Initial Offering (which may be
for a percentage that is less than 20% of the Eligible Employee's Earnings). If
such Eligible Employee elects not to authorize such payroll deductions, the
Eligible Employee instead may purchase shares of Common Stock under the Plan by
delivering a single cash payment for the purchase of such shares to the Company
prior to the ten (10) day period (or such shorter period of time as determined
by the Company and communicated to Participants) immediately preceding the
Purchase Date under the Initial Offering. If an Eligible Employee neither elects
to authorize payroll deductions nor chooses to make a cash payment in accordance
with the foregoing sentence, then the Eligible Employee shall not purchase any
shares of Common Stock during the Initial Offering. After the end of the Initial
Offering, in order to participate in any subsequent Offerings, an Eligible
Employee must enroll and authorize payroll deductions prior to the commencement
of the Offering; provided, however, that once an Eligible Employee enrolls in an
Offering and authorizes payroll deductions (including in connection with the
Initial Offering), the Eligible Employee automatically shall be enrolled for all
subsequent Offerings until he or she elects to withdraw from an Offering, as
provided in paragraph (b) above, or terminates his or her participation in the
Plan, as provided in paragraph (c) above.

         9.       EXERCISE.

                  (a)      On each Purchase Date specified therefor in the
relevant Offering, each Participant's accumulated payroll deductions and other
additional payments specifically provided for in the Offering (without any
increase for interest) will be applied to the purchase of

                                       9
<PAGE>

whole shares of stock of the Company, up to the maximum number of shares
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. The amount, if any,
of accumulated payroll deductions remaining in each Participant's account after
the purchase of shares which is less than the amount required to purchase one
share of Common Stock on the final Purchase Date of an Offering shall be held in
each such Participant's account for the purchase of shares under the next
Offering under the Plan, unless such Participant withdraws from such next
Offering, as provided in subparagraph 8(b), or is no longer eligible to be
granted Purchase Rights under the Plan, as provided in paragraph 6, in which
case such amount shall be distributed to the Participant after such final
Purchase Date, without interest. The amount, if any, of accumulated payroll
deductions remaining in any Participant's account after the purchase of shares
which is equal to the amount required to purchase one or more whole shares of
Common Stock on the final Purchase Date of an Offering shall be distributed in
full to the Participant after such Purchase Date, without interest.

                  (b)      No Purchase Rights granted under the Plan may be
exercised to any extent unless the shares to be issued upon such exercise under
the Plan (including Purchase Rights granted thereunder) are covered by an
effective registration statement pursuant to the Securities Act and the Plan is
in material compliance with all applicable state, foreign and other securities
and other laws applicable to the Plan. If on a Purchase Date in any Offering
hereunder the Plan is not so registered or 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 Plan is subject
to such an effective registration statement and 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 of any Offering hereunder, as delayed to the
maximum extent permissible, the Plan is not registered and in such compliance,
no Purchase Rights granted under the Plan or 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 stock) shall be distributed to
the participants, without interest.

         10.      COVENANTS OF THE COMPANY.

                  (a)      During the terms of the Purchase Rights granted under
the Plan, the Company shall keep available at all times the number of shares of
Common Stock required to satisfy such Purchase Rights, provided that the Company
shall not be obligated to keep available shares in excess of the limits set
forth or described in paragraphs 4 and 7 of the Plan and any corresponding or
additional limits set forth in an Offering.

                  (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 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

                                       10
<PAGE>

commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Purchase Rights unless and until such authority is obtained.

         11.      USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of 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, any shares subject to Purchase Rights
granted under the Plan unless and until the participant's shareholdings acquired
upon exercise of Purchase Rights under the Plan are recorded in the books of the
Company (or its transfer agent).

         13.      ADJUSTMENTS UPON CHANGES IN STOCK; CORPORATE TRANSACTIONS.

                  (a)      If any change is made in the stock subject to the
Plan, or subject to any Purchase Rights granted under the Plan (through merger,
consolidation, reorganization, recapitalization, 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 and
outstanding Purchase Rights will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan and the class(es) and number of
shares and price per share of stock subject to outstanding Purchase Rights. Such
adjustments shall be made by the Board or the Committee, the determination of
which 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 continue or assume such Purchase Rights or does
not substitute similar rights for Purchase Rights outstanding under the Plan,
then, the Participants' accumulated Contributions shall be used to purchase
shares of Common Stock within five (5) business days prior to the Corporate
Transaction under the ongoing Offering, and the Participants' Purchase Rights
under the ongoing Offering shall terminate immediately after such purchase.

                                       11
<PAGE>

         14.      AMENDMENT OF THE PLAN OR OFFERINGS.

                  (a)      The Board at any time, and from time to time, may
amend the Plan or the terms of one or more Offerings. However, except as
provided in paragraph 13 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company
within the time and 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. It is expressly contemplated that the Board may amend the Plan
or an Offering in any respect the Board deems necessary or advisable to provide
Eligible Employees with the maximum benefits provided 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 an Offering into compliance therewith.

                  (b)      The Board may, in its sole discretion, submit any
amendment to the Plan or an Offering for stockholder approval.

                  (c)      Purchase Rights and obligations under any Purchase
Rights granted before amendment of the Plan or Offering shall not be impaired by
any amendment of the Plan, except with the consent of the person to whom such
Purchase Rights were granted, or except as necessary to comply with any laws or
governmental regulations, or except as necessary to ensure that the Plan and/or
Purchase Rights granted under an Offering comply with the requirements of
Section 423 of the Code.

         15.      DESIGNATION OF BENEFICIARY.

                  (a)      A Participant may file a written designation of a
beneficiary who is to receive any shares and cash, if applicable, 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 and 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)      Such designation of beneficiary may be changed by the
Participant at any time by written notice in the form prescribed by the Company.
In the event of the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living (or if an entity, is otherwise
in existence) at the time of such Participant's death, the Company 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), the Company, in its sole discretion, may deliver such
shares and/or cash to the spouse or to any one (1) 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 determine.

                                       12
<PAGE>

         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 on the
day before the tenth (10th) anniversary of the date the Plan is adopted by the
Board. The Plan shall automatically terminate if all the shares subject to the
Plan pursuant to subparagraph 4(a) are issued. No Purchase Rights may be granted
under the Plan while the Plan is suspended or after it is terminated.

                  (b)      Rights and obligations under any Purchase Rights
granted while the Plan is in effect shall not be impaired by suspension or
termination of the Plan, except as expressly provided in the Plan or with the
consent of the person to whom such Purchase Rights were granted, or except as
necessary to comply with any laws or governmental regulation, or except as
necessary to ensure that the Plan and/or Purchase Rights granted under an
Offering comply with the requirements of Section 423 of the Code.

         17.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective on the same day on which the Company's
registration statement under the Securities Act with respect to the initial
public offering of shares of the Company's Common Stock becomes effective (the
"Effective Date"), but no Purchase Rights granted under the Plan shall be
exercised unless and until the Plan had been approved by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted
by the Board or the Committee, which date may be prior to the Effective Date.

         18.      MISCELLANEOUS PROVISIONS.

                  (a)      All questions concerning the construction, validity
and interpretation of this Plan shall be governed by the law of the State of
Colorado, without regard to such state's conflict of laws rules.

                  (b)      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.

                                       13