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                                                                   Exhibit 10.4

                         INTERMUNE PHARMACEUTICALS, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

               APPROVED BY THE BOARD OF DIRECTORS JANUARY 31, 2000
                    APPROVED BY STOCKHOLDERS __________, 2000

1.       PURPOSE.

         (a) The purpose of this 2000 Employee Stock Purchase Plan (the "Plan")
is to provide a means by which employees of InterMune Pharmaceuticals, Inc. (the
"Company") and its Affiliates, as defined in subparagraph 1(b), that are
designated as provided in subparagraph 2(b), may be given an opportunity to
purchase common stock of the Company (the "Common Stock").

         (b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").

         (c) 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.

         (d) The Company intends that the rights to purchase stock of the
Company granted under the Plan be considered options issued under an "employee
stock purchase plan" as that term is defined in Section 423(b) of the Code.

2.       ADMINISTRATION.

         (a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company unless and until the Board delegates administration to a
Committee, as provided in subparagraph 2(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 rights to purchase stock of the
Company shall be granted and the provisions of each offering of such rights
(which need not be identical).

                  (ii) To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.

                  (iii) To construe and interpret the Plan and rights granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the

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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 paragraph 13.

                  (v) To terminate or suspend the Plan as provided in paragraph

                  (vi) 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 Affiliates and to carry out the intent that the Plan be
treated as an "employee stock purchase plan" within the meaning of Section 423
of the Code.

         (c) The Board may delegate administration of the Plan to a Committee
composed of not fewer than two (2) members of the Board (the "Committee"). 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.

3.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of paragraph 12 relating to adjustments
upon changes in stock and subject to the increases in the number of reserved
shares described below, the stock that may be sold pursuant to rights granted
under the Plan shall not exceed in the aggregate two hundred thousand (200,000)
shares of Common Stock (the "Reserved Shares"). As of each January 1, commencing
with January 1, 2001 and including and ending with January 1, 2009, the number
of Reserved Shares will be increased automatically by the LEAST of (i) one
percent (1%) of the total number of shares of Common Stock outstanding (on a
fully-diluted, as converted basis) on each such January 1, (ii) four hundred
thousand (400,000) shares or (iii) a number of shares determined by the Board
prior to a January 1, which number shall be less than (i) above and also less
than (ii) above. If any right granted under the Plan shall for any reason
terminate without having been exercised, the Common Stock not purchased under
such 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.

4.       GRANT OF RIGHTS; OFFERING.

         The Board or the Committee may from time to time grant or provide for
the grant of rights to purchase Common Stock of the Company under the Plan to
eligible employees (an "Offering") on a date or dates (the "Offering Date(s)")
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 rights to purchase stock under the Plan
shall

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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 5 through 8, inclusive.

5.       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 2(b), to
employees of any Affiliate of the Company. Except as provided in subparagraph
5(b), an employee of the Company or any Affiliate shall not be eligible to be
granted rights under the Plan unless, on the Offering Date, such employee has
been in the employ of the Company or any Affiliate 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 Affiliate shall be eligible to be granted rights under the Plan,
unless, on the Offering Date, such employee's customary employment with the
Company or such Affiliate 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 Affiliate will, on a date or dates specified in the Offering which
coincides with the day on which such person becomes an eligible employee or
occurs thereafter, receive a right under that Offering, which right shall
thereafter be deemed to be a part of that Offering. Such right shall have the
same characteristics as any rights originally granted under that Offering, as
described herein, except that:

                  (i) the date on which such right is granted shall be the
"Offering Date" of such right for all purposes, including determination of the
exercise price of such right;

                  (ii) the period of the Offering with respect to such 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 right under that
Offering.

         (c) No employee shall be eligible for the grant of any rights under the
Plan if, immediately after any such 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 Affiliate. For purposes of this
subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock which such

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employee may purchase under all outstanding rights and options shall be
treated as stock owned by such employee.

         (d) An eligible employee may be granted rights under the Plan only if
such rights, together with any other rights granted under "employee stock
purchase plans" of the Company and any Affiliates, as specified by Section
423(b)(8) of the Code, do not permit such employee's rights to purchase stock of
the Company or any Affiliate 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) for each calendar year in which such rights are
outstanding at any time.

         (e) Officers of the Company and any designated Affiliate 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.

6.       RIGHTS; PURCHASE PRICE.

         (a) On each Offering Date, each eligible employee, pursuant to an
Offering made under the Plan, shall be granted the 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 fifteen percent (15%) of
such employee's Earnings (as defined in subparagraph 7(a)) 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 or more dates during an Offering (the
"Purchase Date(s)") on which rights granted under the Plan shall be exercised
and purchases of Common Stock carried out in accordance with such Offering.

         (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 employee as well as a maximum aggregate number of shares that may be
purchased by all eligible employees pursuant to such Offering. In addition, in
connection with each Offering that contains more than one Purchase Date, the
Board or the Committee may specify a maximum aggregate number of shares which
may be purchased by all eligible employees on any given Purchase Date under the
Offering. If the aggregate purchase of shares upon exercise of 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 purchase price of stock acquired pursuant to 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 stock on the Offering Date; or

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                  (ii) an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Purchase Date.

7.       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 provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage
specified by the Board or the Committee of such employee's Earnings during the
Offering. "Earnings" is defined as an employee's wages (including amounts
thereof elected to be deferred by the employee, that would otherwise have been
paid, under any arrangement established by the Company that is intended to
comply with Section 125, Section 401(k), Section 402(h) or Section 403(b) of the
Code or that provides non-qualified deferred compensation), which shall include
overtime pay, bonuses, incentive pay, and commissions, but shall exclude profit
sharing or other remuneration paid directly to the employee, the cost of
employee benefits paid for by the Company or an Affiliate, education or tuition
reimbursements, imputed income arising under any group insurance or benefit
program, traveling expenses, business and moving expense reimbursements, income
received in connection with stock options, contributions made by the Company or
an Affiliate under any employee benefit plan, and similar items of compensation,
as determined by the Board or the Committee. The payroll deductions made for
each participant shall be credited to an account for such participant under the
Plan and shall be deposited with the general funds of the Company. A participant
may reduce (including to zero) or increase such payroll deductions, and an
eligible employee may begin such payroll deductions, after the beginning of any
Offering only as provided for in 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 had the maximum 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
provides. Such withdrawal may be elected at any time prior to the end of the
Offering except as provided by the Board or the Committee 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 stock for the
participant) under the Offering, without interest, and such participant's
interest in that Offering shall be automatically terminated. A participant's
withdrawal from an Offering will have no effect upon such participant's
eligibility to participate in any other Offerings under the Plan but such
participant will be required to deliver a new participation agreement in order
to participate in subsequent Offerings under the Plan.

         (c) Rights granted pursuant to any Offering under the Plan shall
terminate immediately upon cessation of any participating employee's employment
with the Company and any designated Affiliate, for any reason, and the Company
shall distribute to such terminated employee all of his or her accumulated
payroll deductions (reduced to the extent, if any, such

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deductions have been used to acquire stock for the terminated employee),
under the Offering, without interest.

         (d) 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 paragraph 14 and, otherwise during
his or her lifetime, shall be exercisable only by the person to whom such rights
are granted.

8.       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 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 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 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 7(b), or is no longer
eligible to be granted rights under the Plan, as provided in paragraph 5, 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 whole shares of 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 rights granted under the Plan may be exercised to any extent
unless the shares to be issued upon such exercise under the Plan (including
rights granted thereunder) are covered by an effective registration statement
pursuant to the Securities Act of 1933, as amended (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
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 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.

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9.       COVENANTS OF THE COMPANY.

         (a) During the terms of the rights granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such rights.

         (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 rights granted under the Plan. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory 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 rights unless and until
such authority is obtained.

10.      USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to rights granted under the
Plan shall constitute general funds of the Company.

11.      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 rights granted
under the Plan unless and until the participant's shareholdings acquired upon
exercise of rights under the Plan are recorded in the books of the Company.

12.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock subject to the Plan, or subject
to any rights granted under the Plan, due to a change in corporate
capitalization and without the receipt of consideration by the Company (through
reincorporation, stock dividend, stock split, reverse stock split, combination
or reclassification of shares), the Plan will be appropriately adjusted in the
class(es) and maximum number of securities subject to the Plan pursuant to
subsection 3(a) as well as the number of shares set forth under (ii) of
subsection 3(a), and the outstanding rights will be appropriately adjusted in
the class(es) and number of securities and price per share of stock subject to
such outstanding rights. Such adjustments shall be made by the Board, the
determination of which shall be final, binding and conclusive.

         (b) In the event of: (1) a dissolution, liquidation or sale of all or
substantially all of the securities or assets of the Company, (2) a merger or
consolidation in which the Company is not the surviving corporation or (3) a
reverse merger in which the Company is the surviving corporation but the shares
of 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, then any surviving corporation may assume outstanding rights
or substitute similar rights for those under the Plan. In the event that no
surviving corporation assumes outstanding rights or substitutes similar rights
therefor, participants' accumulated payroll deductions shall be used to purchase
Common Stock immediately prior to the transaction described above and the

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participants' rights under the ongoing Offering shall terminate immediately
following such purchase.

13.      AMENDMENT OF THE PLAN.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

                  (i) Increase the number of shares reserved for rights under
the Plan;

                  (ii) Modify the provisions as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to obtain employee stock purchase plan treatment under
Section 423 of the Code or to comply with the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended ("Rule
16b-3")); or

                  (iii) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to obtain employee stock
purchase plan treatment under Section 423 of the Code or to comply with the
requirements of Rule 16b-3, or any Nasdaq or securities exchange listing
requirements.

It is expressly contemplated that the Board may amend the Plan 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 rights granted under it into compliance
therewith.

         (b) Rights and obligations under any rights granted before amendment of
the Plan shall not be impaired by any amendment of the Plan, except with the
consent of the person to whom such 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 rights granted under the Plan comply with the
requirements of Section 423 of the Code.

14.      DESIGNATION OF BENEFICIARY.

         (a) A participant may file a written designation of a beneficiary who
is to receive any shares and 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 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 event of the death of a participant and in
the absence of a beneficiary

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validly designated under the Plan who is living 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 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.

15.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board in its discretion, may suspend or terminate the Plan at
any time. No rights may be granted under the Plan while the Plan is suspended or
after it is terminated.

         (b) Rights and obligations under any rights granted while the Plan
is in effect shall not be altered or 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 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 rights granted under the Plan comply with the
requirements of Section 423 of the Code.

16.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective simultaneously with the effectiveness
of the Company's registration statement under the Securities Act with respect to
the initial public offering of shares of the Company's Common Stock (the
"Effective Date"), but no 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, which date may be prior to the Effective Date.

                                      9.

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                        INTERMUNE PHARMACEUTICALS, INC.

                     EMPLOYEE STOCK PURCHASE PLAN OFFERING

             ADOPTED BY THE BOARD OF DIRECTORS ON ___________, 2000

1.      GRANT; OFFERING DATE.

        (a)     The Board of Directors of InterMune Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), pursuant to the Company's Employee
Stock Purchase Plan (the "Plan"), hereby authorizes the grant of rights to
purchase shares of the common stock of the Company ("Common Stock") to all
Eligible Employees (an "Offering").  The first Offering shall begin
simultaneously with the effectiveness of the Company's registration statement
under the Securities Act of 1933, as amended, with respect to the initial
public offering of the Company's Common Stock (the "Effective Date") and end
on April 30, 2002 (the "Initial Offering").  Further, an Offering shall begin
on each May 1 and November 1, commencing with November 1, 2000, and shall end
on the day prior to the second anniversary of each such Offering's Offering
Date unless sooner terminated in accordance with the provisions of this
Offering or the Plan.  The first day of an Offering is that Offering's
"Offering Date."

        (b)     Prior to the commencement of any Offering, the Board of
Directors (or the Committee described in subparagraph 2(c) of the Plan, if
any) may change any or all terms of such Offering and any subsequent
Offerings.  The granting of rights pursuant to each Offering hereunder shall
occur on each respective Offering Date unless, prior to such date (a) the
Board of Directors (or such Committee) determines that such Offering shall
not occur, or (b) no shares remain available for issuance under the Plan in
connection with the Offering.

        (c)     If the Company's accountants advise the Company that the
accounting treatment of purchases under these Offerings has changed in a
manner the Company determines is detrimental to its best interests, then each
Offering commenced under this offering document shall terminate as of the
next Purchase Date (after the purchase of stock on such Purchase Date) under
such Offering.

2.      ELIGIBLE EMPLOYEES.

        (a)     Each employee of either the Company or its designated
Affiliates (as defined in the Plan) incorporated in the United States shall
be eligible to be granted rights to purchase Common Stock under the Offering
on the Offering Date of such Offering, provided that such employee has been
continuously employed by the Company or one of its designated Affiliates
throughout the ten-day period immediately prior to and ending on that
Offering's Offering Date (an "Eligible Employee").

        (b)     Notwithstanding subparagraph 2(a) above, the following
employees shall NOT be Eligible Employees or be eligible to be granted rights
under an Offering: (i) part-time or seasonal employees whose customary
employment is less than twenty (20) hours per week or five (5) months per
calendar year or (ii) five percent (5%) stockholders (including ownership
through unexercised options) described in subparagraph 5(c) of the Plan.

<PAGE>

3.      RIGHTS.

        (a)     Subject to the limitations contained herein and in the Plan,
on each Offering Date each Eligible Employee shall automatically be granted
the right to purchase the number of shares of Common Stock purchasable with
up to fifteen percent (15%) of such Eligible Employee's Earnings (defined as
base salary or wages plus overtime) paid during the period of such Offering
beginning after such Eligible Employee first commences participation;
PROVIDED, HOWEVER, that no Eligible Employee may purchase Common Stock on a
particular Purchase Date that would result in more than fifteen percent (15%)
of such Eligible Employee's Earnings paid during the period of time measured
from the later of (i) the Offering Date, (ii) the date the Eligible Employee
first commences participation in the Offering, or (iii) the immediately
preceding Purchase Date, to such Purchase Date having been applied to
purchase shares under all ongoing Offerings under the Plan and all other
Company plans intended to qualify as "employee stock purchase plans" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").

        (b)     Notwithstanding the foregoing, the maximum number of shares
of Common Stock 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 right under such
Offering has been outstanding at any time, minus (y) the fair market value of
any other shares of Common Stock (determined as of the relevant Offering Date
with respect to such shares) which, for purposes of the limitation of Section
423(b)(8) of the Code, are attributed to any of such calendar years in which
the 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 rights outstanding on the Offering
Date for such Offering pursuant to the Plan or any other such Company plan.

        (c)     The maximum aggregate number of shares available to be
purchased by all Eligible Employees under an Offering shall be the number of
shares remaining available under the Plan on the Offering Date.  If the
aggregate purchase of shares of Common Stock upon exercise of 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.

4.      PURCHASE PRICE.

        The purchase price of the Common Stock under the Offering shall be
the lesser of eighty-five percent (85%) of the fair market value of the
Common Stock on the Offering Date (eighty-five percent (85%) of the fair
market value of the Common Stock on the first day on which the Company's
Common Stock is actively traded that immediately follows the Offering Date if
an Offering Date does not fall on a day during which the Company's Common
Stock is actively traded) or eighty-five percent (85%) of the fair market
value of the Common Stock on the Purchase Date (eighty-five percent (85%) of
the fair market value of the Common Stock on the

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first day on which the Company's Common Stock is actively traded that
immediately precedes the Purchase Date if a Purchase Date does not fall on a
day during which the Company's Common Stock is actively traded), in each case
rounded up to the nearest whole cent per share.

5.      PARTICIPATION.

        (a)     Except as otherwise provided in this paragraph 5, an Eligible
Employee may elect to participate in an Offering at the beginning of the
Offering or in the case of an Offering in which an Eligible Employee was
eligible to participate at such Offering's commencement, as of any day
immediately following a Purchase Date (i.e. April 30 (excluding April 30,
2000), or October 31) during such Offering.  An Eligible Employee shall
become a participant in an Offering by delivering an agreement authorizing
payroll deductions.  Such deductions must be in whole dollars, with a minimum
dollar amount of ten dollars ($10) per pay period and a maximum amount not
expected to exceed fifteen percent (15%) of such Eligible Employee's Earnings
over the course of an Offering, or in whole percentages, with a minimum
percentage of one percent (1%) and a maximum percentage of fifteen percent
(15%) of such Eligible Employee's Earnings over the course of an Offering.  A
participant may not make additional payments into his or her account. In the
absence of the delivery of an agreement authorizing payroll deductions, a
participant's initial participation level shall be zero, provided however,
that for a participant already enrolled in an offering under the Plan, as of
the day prior to the Offering Date of the Initial Offering and similarly as
to Offerings thereafter under this offering document, the initial level of
participation shall be as provided in the most recent agreement authorizing
payroll deductions from the pay of such participant that has been delivered
to the Company. The agreement shall be made on such enrollment form as the
Company provides, and must be delivered to the Company before the Offering
Date to be effective for the remaining portion of that Offering, unless a
later time for filing the enrollment form is set by the Board for all
Eligible Employees with respect to a given Offering Date. Notwithstanding the
foregoing, the time by which an agreement authorizing payroll deductions must
be delivered to the Company for determining a participant's initial level of
participation in the Initial Offering shall be not later than the end of the
second full payroll period following the Offering Date of the Initial
Offering.

        (b)     By delivering a notice to the Company on such form as the
Company provides, a participant may increase or decrease his or her
participation level during the course of an Offering or withdraw from an
Offering as follows:  (i) a participant may decrease (including to zero) his
or her participation level only once (except for a second reduction to zero)
during the period of time from the Effective Date to October 31, 2000, and
thereafter each November 1 to April 30 and May 1 to October 31, at any time
except during the ten (10) day period immediately preceding a Purchase Date,
(ii) during the course of an Offering a participant may increase or decrease
his or her participation level during the period of time from the Effective
Date to October 31, 2000, and thereafter each November 1 to April 30 and May
1 to October 31, with such change not to take effect until after the Purchase
Date that first follows the date such change is delivered to the Company, and
(iii) a participant may withdraw from an Offering and from the Offering
(reduced to the extent, if any, such deductions have been used to acquire
Common Stock for the participant on any prior Purchase Dates), without
interest, at any time prior to the end of the Offering, excluding only each
ten (10) day period immediately preceding a Purchase Date.

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<PAGE>

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 of Common Stock,
up to the maximum number of shares permitted under the Plan and the Offering.
"Purchase Date" shall be defined as each April 30 (excluding April 30, 2000)
and October 31 during an Offering.  On a Purchase Date each participant's
purchases will first be made under the Offering, for which purchases are made
on such date, that results in stock being purchased for such participant at
the lowest price under all Offerings in which such participant then has been
granted rights and under which stock is purchased on such Purchase Date.

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.

        The rights granted under an Offering are subject to the approval of
the Plan by the stockholders as required for the Plan to obtain treatment as
a tax-qualified employee stock purchase plan under Section 423 of the Code
and as necessary to comply with the requirements of exemption from potential
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") set forth in Rule 16b-3 promulgated under the
Exchange Act.

9.      OFFERING SUBJECT TO PLAN.

        Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and 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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