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                                                             EXHIBIT NUMBER 10.3

                         EMPLOYEE STOCK PURCHASE PLAN
                  As Amended and Restated as of April 15, 1998

Section 1.    Establishment of the Plan

        The Stanford Telecommunications, Inc. Employee Stock Purchase Plan (the
"Plan") is established to provide Eligible Employees with an opportunity to
purchase common stock of STANFORD TELECOMMUNICATIONS, INC. (the "Company") so
that they may increase their proprietary interests in the success of the
Company.  The Plan, which provides for the purchase of stock through regular
payroll withholding, is intended to qualify under Section 423 of the Internal
Revenue Code of 1986, as amended.

Section 2.    Definitions

        (a) "Board of Directors" means the Board of Directors of Stanford
Telecommunications, Inc., a Delaware corporation.  "Directors" means members of
the Board of Directors.

        (b)  "Committee" means any committee appointed to administer the Plan,
as provided in Section 3.

        (c)  "Compensation"  means the total compensation  received by a
Participant from the Company during a Participation Period, including bonuses
and commissions, but excluding special payments (such as moving expenses) and
income with respect to stock options or other stock purchases.

        (d)  "Date of Grant" means the first day of a Participation Period.

        (e)  "Eligible Employee" means any regular employee of a Participating
Company whose date of hire was at least three (3) months prior to the
commencement of a Participation Period and who is customarily employed for more
than twenty (20) hours per week and who is an active employee at the
commencement of a Participation Period.

        (f)  "Executive Officer" shall mean any person who is an "officer" of
the Company within the meaning of Rule 16a-1(f) as promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

        (g)  "Fair Market Value" of a share of Stock means (i) if the Stock is
traded on NASDAQ, the average of the NASDAQ closing bid and asked prices on the
applicable date, (ii) if the Stock is traded on the NASDAQ National Market, the
last price on the applicable date, or (iii) if the Stock is traded on a national
exchange, the closing price on the applicable date.  In the event the Stock is
not traded on the date as of which the Fair Market Value is to be determined,
Fair Market Value shall be determined as of the next preceding date on which the
Stock is traded.  "Open Fair Market Value" means the Fair Market Value on the
next preceding date on which Stock is traded.

        (h)  "Participant" means an Eligible Employee who elects to participate
in the Plan, as provided in Section 5 hereof.

        (i)  "Participating Company" means the Company and such present or
future Subsidiaries of the Company as the Board of Directors shall from time to
time designate.

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          (j)  "Participation Period" means a period during which contributions
may be made toward the purchase of Stock under the Plan, as determined pursuant
to Section 5(b).

          (k)  "Plan Account" means the account established for each Participant
pursuant to Section 5(d).

          (l)  "Purchase Price" means the price at which Participants may
purchase stock under Section 5 of the Plan, as determined pursuant to Section
5(c).

          (m)  "Stock" means the common stock of the Company, $.01 par value.

          (n)  "Subsidiary" means a subsidiary corporation as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended.

Section 3.    Administration

        The Plan shall be administered by the Board of Directors.  The
interpretation and construction by the Board of Directors of any provisions of
the Plan or of any right to purchase Stock granted under it shall be conclusive
and binding on all persons.  No Director shall be liable for any action,
omission or determination taken, omitted or made under or in connection with the
Plan in good faith.

        The Board of Directors may delegate administration of the Plan to a
Committee consisting of not less than three (3) members of the Board of
Directors.  The Board of Directors may from time to time remove members from, or
add members to, the Committee.  Vacancies on the Committee, howsoever caused,
shall be filled by the Board of Directors.  The Committee shall select one of
its members as chairman, and shall hold meetings at such times and places as it
may determine.

Section 4.    Number of Shares To Be Offered and To Be Purchased

        The maximum aggregate number of shares which shall be offered under the
Plan shall be seven hundred thousand (700,000) shares of Stock, subject to
adjustment as provided in Section 8 hereof.  In the event that the aggregate
number of shares which all Participants elect to purchase during a Participation
Period shall exceed the number of shares remaining available for issuance under
the Plan, then the number of shares to which each Participant shall become
entitled shall be determined by multiplying the number of shares available for
issuance by a fraction the numerator of which is the sum of the number of shares
the Participant has elected to purchase pursuant to Section 5 and denominator of
which is the sum of the number of shares which all employees have elected to
purchase pursuant to Section 5.

Section 5.    Eligibility and Participation Purchase of Shares

          (a)  Eligibility and Participation.  Any person who qualifies as an
Eligible Employee on the Date of Grant with respect to a Participation Period
may elect to participate in the Plan for such Participation Period.  An Eligible
employee may elect to participate by executing the enrollment form prescribed
for such purpose by the Committee.  The enrollment form shall be filed with the
Committee no later than the first day of the Participation Period.  The Eligible
Employee shall designate on the enrollment form the percentage of his or her
Compensation which he or she elects to have withheld for the purchase of Stock,
which may be any whole percentage from one percent (1%) to ten percent (10%) of
the Participant's Compensation.

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     By enrolling in the Plan, a Participant shall be deemed to have elected to
purchase the maximum number of whole shares of Stock which can be purchased with
the amount of the Participant's Compensation which is withheld during the
Participation Period; provided, however, that with respect to any Participation
Period, no Participant may purchase more than two hundred fifty (250) shares of
Stock or shares of Stock in excess of the amounts set forth in Section 9.

     Once enrolled, a Participant will continue to participate in the Plan for
each succeeding Participation Period until he or she terminates participation or
ceases to qualify as an Eligible Employee.  If a Participant desires to change
the rate of payroll withholding, he or she may do so effective for the next
Participation Period by filing a new enrollment form with the Committee at any
time prior to the first day of the Participation Period for which such change is
to be effective.

     (b)      Participation Periods. The Plan shall be implemented by one or
more Participation Periods of three months duration. The Board of Directors may
determine the commencement dates of each Participation Period, provided that no
Participation Period shall have a commencement date after March 1, 2002.

     (c)      Purchase Price. The Purchase Price for each share of Stock is to
be purchased pursuant to this Section 5 shall be the lesser of (i) eighty-five
percent (85%) of the Opening Fair Market Value of such share on the Date of
Grant in the Participation Period, or (ii) eighty-five percent (85%) of the Fair
Market Value of such share on the last trading day during the Participation
Period.

     (d)      Contributions. The Purchase Price for each share of Stock to be
purchased pursuant to this Section 5 will be payable by each Participant by
means of payroll deduction. Payroll deductions for the amount of Compensation
designated by the Participant to Section 5(a) shall commence with the first
paycheck issued during the Participation Period and shall be deducted from each
subsequent paycheck throughout the Participation Period. The amount deducted
from each paycheck shall be the amount determined pursuant to Section 5(a) as of
the beginning of the Participation Period and no adjustments will be made for
any changes in salary or status during the Participation Period.

     (e)      Purchase of Shares. The Company will maintain a Plan Account on
its books in the name of each Participant. At the close of each pay period, the
amount deducted from the Participant's Compensation will be credited to the
Participant's Plan Account. As of the last day of each Participation Period, the
amount then in the Participant's Plan Account will be divided by the Purchase
Price and the amount in the Participant's Plan account shall be used to purchase
the number of whole shares which result. Share certificates representing the
number of shares of Stock so purchased shall be issued and delivered to the
Participant as soon as reasonably practicable after the close of the
Participation Period. Any surplus in a Participant's Plan Account attributable
to fractional share interests will be carried over to the next Participation
Period. Any amount remaining in the Participant's Plan Account caused by
anything other than a surplus due to fractional shares shall be refunded to the
Participant in cash.

     (f)      Resales by Persons Subject to Section 16 of Exchange Act. All
shares of Stock purchased under the Plan by persons subject to Section 16 of the
Exchange Act (including Executive Officers and Directors) must be held, and may
not be sold, given away or otherwise transferred, for a period of at least six
(6) months following the date on which the purchase price for such shares is
determined pursuant to Section (5) hereof.

     (g)      Compliance with Section 16 of Exchange Act. With respect to
persons subject to Section 16 of the Exchange Act (including Executive Officers
and Directors), transactions under this Plan are


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intended to comply with all applicable conditions of Rule 16b-3 (or its
successors) as promulgated under the Exchange Act. To the extent any provision
of the Plan or action by the Board of Directors or Committee pursuant to the
Plan fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board of Directors.

Notwithstanding the foregoing, each person subject to Section 16 of the Exchange
Act shall be responsible for his or her compliance with Section 16, including
compliance with Rule 16b-3, and the Company shall have no obligation or
liability for failure to so comply.

        (h)   Withdrawal. A Participant may elect to withdraw from participation
under the Plan at any time up to the last day of a Participation Period by
filing the prescribed form with the Committee. At the time of withdrawal, the
amount credited to the Participant's Plan Account will be refunded in cash,
without interest. Any Executive Officer or Director who is a Participant but who
withdraws from participation shall not be eligible to become a Participant again
for a period of six (6) months following such withdrawal.

Section 6.    Effect of Termination of Employment

        Termination of employment for any reason including without limitation,
death, disability or retirement, shall be treated as an automatic withdrawal
pursuant to Section 5(h).  A transfer from the Company to a Subsidiary, from one
Subsidiary to another, or from a Subsidiary to the Company shall not be treated
as a termination of employment.

Section 7.    Rights Not Transferable

        The rights or interest of any Participant in the Plan, in any right
granted under the Plan, or in any Stock or moneys to which he or she may be
entitled under the Plan, shall not be transferable by voluntary or involuntary
assignment or by operation of law, or by any other manner otherwise than by will
or the applicable laws of descent and distribution and shall be exercisable
during the lifetime of the Participant only by the Participant. If the
Participant shall in any manner attempt to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other than by will, such
act shall be treated as an automatic withdrawal under Section 5(h).

Section 8.    Recapitalization, Etc.

        The aggregate number of shares of Stock offered under the Plan and the
number and price of shares which any Participant has elected to purchase
pursuant to Section 5 shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from a subdivision or
consolidation of shares or any other capital adjustment, the payment of a stock
dividend, or other increase or decrease in such shares effected without receipt
of consideration by the Company.  In the event of a dissolution or liquidation
of the Company, or a merger or consolidation to which the Company is a
constituent corporation, this plan shall terminate, unless the plan of merger,
consolidation or reorganization provides otherwise, and all amounts then
remaining in each Participant's Plan Account shall be refunded, without
interest.

Section 9.    Limitation on Stock Ownership.

        Notwithstanding any provision herein to the contrary no Participant
shall be permitted to elect to participate in the Plan with respect to a
Participation Plan (i) if such Participant, as of the Date of Grant for such
Participation Period, would own stock possessing five percent (5%) or more of
the total combined

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voting power or value classes of Stock of the Company or any parent or
Subsidiary of the Company, or (ii) if under the terms of the Plan the rights of
the employee to purchase Stock under this and all other qualified employee stock
purchase plans of the Company or its Subsidiaries would accrue at a rate that
exceeds $25,000 of Fair Market Value of such Stock (determined at the time such
right or option is granted) for each calendar year for which such right or
option is outstanding at any time. For purposes of this Section 9, ownership of
Stock shall be determined by the attribution rules of Section 424 (d) of the
Internal Revenue Code of 1986, as amended, and Participants shall be considered
to own any Stock which they have a right or option to purchase under this or any
other plan.

Section 10.    Rights as an Employee

        Nothing in the Plan shall be construed to give any person the right to
remain in the employ of the Company or a Subsidiary or to effect the right of
the Company and its Subsidiaries to terminate the employment of any person at
any time with or without cause.  Except as otherwise specifically provided
herein, all Eligible Employees shall have the same rights and privileges
pursuant to the Plan.

Section 11.    Rights as a Stockholder

        A Participant shall have no rights as a stockholder with respect to any
shares he or she may have a right to purchase under the Plan until the date of
issuance of a stock certificate to such Participant for shares issued pursuant
to the Plan.

Section 12.    Withholding Taxes

        Any taxes required by law to be withheld on account of this Plan shall
be deducted and withheld accordingly. A Participant may become liable for taxes
when he or she disposes of shares of Stock acquired under this Plan, and the
Company shall not in any way be responsible for any tax liability incurred by
any participant as a result of this Plan.

Section 13.    Amendment or Termination of the Plan

        The Board of Directors shall have the right to amend, modify or
terminate the Plan at any time without notice, provided that no Participant's
existing rights are adversely affected thereby, and provided further that,
except as provided in Section 8 hereof, no increase in the aggregate number of
shares to be issued under the Plan shall be effective until such increase is
approved by a vote of the stockholders of the Company in the manner provided in
Section 14 hereof. Notwithstanding the foregoing, the provisions of the Plan, as
they apply to Executive Officers and Directors, which state the amount and price
of Stock that may be purchased or specify the timing of permitted purchases or
set forth a formula that determines such amount, price and timing shall not be
amended more frequently than once every six months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
thereunder. The Plan shall terminate on June 30, 2002, if it has not been
earlier terminated pursuant to this Section 13.

Section 14.    Ratification of the Plan

        The Plan shall become effective as of July 1, 1992 provided that it is
approved and ratified by the vote of the holders of at least a majority of the
outstanding shares of Stock of the Company within twelve (12) months after the
date upon which the Plan is approved by the Board of Directors.  If no such
shareholder approval and ratification is obtained within such period, this Plan
shall be void and of no further force and effect.

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