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                                                                     Exhibit 4.1

                            SONIC INNOVATIONS, INC.
                       2000 EMPLOYEE STOCK PURCHASE PLAN
                  (Amended and restated as of January 1, 2002)

     The following constitute the provisions of the 2000 Employee Stock Purchase
Plan of Sonic Innovations, Inc. (the "Plan").

     1. Purpose.  The purpose of the Plan is to provide employees of the
        -------
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

     2. Definitions.
        -----------

          (a)  "Board" means the Board of Directors of the Company or any
                -----
committee thereof designated by the Board of Directors of the Company in
accordance with Section 14 of the Plan.

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

          (c)  "Common Stock" means the common stock of the Company.
                ------------

          (d)  "Company" means Sonic Innovations, Inc. and any Designated
                -------
Subsidiary of the Company.

          (e)  "Compensation" means all gross earnings including commissions,
                ------------
overtime, shift premium, incentive compensation, bonuses and other compensation.

          (f)  "Designated Subsidiary" means any subsidiary of the Company that
                ---------------------
has been designated by the Board as eligible to participate in the Plan.

          (g)  "Employee" means any individual who is an employee of the Company
                --------
for tax purposes. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.

          (h)  "Enrollment Date" means the first Trading Day of each Offering
                ---------------
Period.

          (i)  "Exercise Date" means the last Trading Day of each Purchase
                -------------
Period.

          (j)  "Fair Market Value" means, as of any date, the value of Common
                -----------------
Stock determined as follows:

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               (i)   If the Common Stock is listed on any established stock
exchange or a national market system, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the last market trading day prior to the
date of determination.

               (ii)  If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock prior
to the date of determination.

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board; or


               (iv)  For purposes of the Enrollment Date of the first Offering
Period under the Plan, the Fair Market Value shall be the initial price to the
public as set forth in the final prospectus included within the registration
statement on Form S-1 filed with the Securities and Exchange Commission (the
"SEC") for the initial public offering of the Company's Common Stock (the
"Registration Statement").

          (k)  "Offering Periods" means the periods of approximately 24 months
                ----------------
during which an option granted pursuant to the Plan may be exercised, commencing
on the first Trading Day on or after May 1st and November 1st of each year and
terminating on the last Trading Day in the periods ending twenty-four months
later; provided, however, that the first Offering Period under the Plan shall
commence with the first Trading Day on or after the date on which the SEC
declares the Company's Registration Statement effective and ending on the last
Trading Day on or before April 30, 2002 The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.

          (l)  "Plan" means this 2000 Employee Stock Purchase Plan.
                ----

          (m)  "Purchase Period" means the approximately six month period
                ---------------
commencing after one Exercise Date and ending with the next Exercise Date.

          (n)  "Purchase Price" means 85% of the Fair Market Value of a share of
                --------------
Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Board pursuant
to Section 20.

          (o)  "Trading Day" means a day on which national stock exchanges are
                -----------
open for trading.

     3.   Eligibility.
          -----------

          (a) Any Employee who shall be employed by the Company on a given
Enrollment Date shall be eligible to participate in the Plan.

          (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase

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such stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of capital stock of the Company or any subsidiary;
or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at a
rate which exceeds Twenty Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

     4.   Offering Periods.  The Plan shall be implemented by consecutive,
          ----------------
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1st and November 1st each year, or on such other
date as the Board shall determine; provided, however, that the first Offering
Period shall commence with the first Trading Day on or after the date on which
the SEC declares the Company's Registration Statement effective and ending on
the last Trading Day on or before April 30, 2002. The Board shall have the power
to change the commencement dates and duration of Offering Periods with respect
to future offerings without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.

     5.   Participation.
          -------------

          (a)  An eligible Employee may become a participant in the Plan by
completing an agreement authorizing payroll deductions in the form of Exhibit A
and filing it with the Company's human resources department prior to the
applicable Enrollment Date.

          (b)  Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

     6.   Payroll Deductions.
          ------------------

          (a)  At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period.

          (b)  All payroll deductions made for a participant shall be credited
to his or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such account.

          (c)  A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by filing with the
Company a new agreement authorizing a change in payroll deduction rate. A
participant's agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

          (d)  Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased by the Company at any time during a Purchase
Period. Payroll deductions shall recommence at the

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rate provided in such participant's agreement at the beginning of the first
Purchase Period which is scheduled to end in the following calendar year.

          (e)  At the time the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the disposition of the Common Stock. The Company may, but shall not be obligated
to, withhold from the participant's compensation the amount necessary for the
Company to meet applicable withholding obligations.

     7.   Grant of Option.  On the Enrollment Date of each Offering Period, each
          ---------------
participating Employee shall be granted an option to purchase on each Exercise
Date up to a number of shares of the Company's Common Stock determined by
dividing such Employee's payroll deductions accumulated prior to such Exercise
Date and retained in the Participant's account as of the Exercise Date by the
applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Purchase Period more than 5,263 shares of the
Company's Common Stock (subject to any adjustment pursuant to Section 19), and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 13 hereof.  The Board may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number of
shares of the Company's Common Stock an Employee may purchase during each
Purchase Period of such Offering Period.  Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof.  The option shall expire on the last day of the Offering
Period.

     8.   Exercise of Option.
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          (a)  Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period.

          (b)  If the Board determines that, on a given Exercise Date, the
number of shares with respect to which options are to be exercised may exceed
the number of shares of Common Stock that were authorized under the Plan, the
Board may in its sole discretion provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on such Exercise
Date, and (i) continue all Offering Periods then in effect, or (ii) terminate
any or all Offering Periods then in effect pursuant to Section 20 hereof.

     9.   Delivery.  As promptly as practicable after each Exercise Date on
          --------
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

     10.  Withdrawal. A participant may withdraw all but not less than all the
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payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B.  All of the participant's

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payroll deductions credited to his or her account shall be paid to such
participant promptly after receipt of notice of withdrawal and such
participant's option for all Offering Periods then in progress shall be
automatically terminated, and no further payroll deductions for the purchase of
shares shall be made for such Offering Periods. Payroll deductions shall not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new agreement.

     11. Termination of Employment.
         -------------------------

          Upon a participant's ceasing to be an Employee for any reason, he or
she shall be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Purchase Period but
not yet used to exercise the option shall be returned to such participant or, in
the case of his or her death, to the person or persons entitled thereto under
Section 15 hereof, and such participant's option shall be automatically
terminated.

     12. Interest. No interest shall accrue on the payroll deductions of a
         --------
participant in the Plan.

     13. Stock.
         -----

          (a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 418,421 shares plus an annual increase to be added on each January 1st
equal to the lesser of (i) 105,263 shares, (ii) 1% of the outstanding shares on
such date, or (iii) a lesser amount determined by the Board.

          (b) The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.

          (c) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

     14. Administration. The Plan shall be administered by the Board or a
         --------------
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

     15. Designation of Beneficiary. A participant may file a written
         --------------------------
designation of a beneficiary who is to receive any shares and cash from the
participant's account under the Plan in the event of such participant's death.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective. 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 valid beneficiary, the Company shall deliver such shares and cash to the
executor or administrator of the estate of the participant.

     16. Transferability. Neither payroll deductions credited to a participant's
         ---------------
account nor any rights with regard to the exercise of an option to receive
shares under the Plan may be assigned,

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transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution, or as provided in Section 15 hereof) by
the participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect.

     17. Use of Funds. All payroll deductions received or held by the Company
         ------------
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     18. Reports. Individual accounts shall be maintained for each participant
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in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

     19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
         ---------------------------------------------------------------------
Merger or Asset Sale.
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          (a) Changes in Capitalization. Subject to any required action by the
              -------------------------
shareholders of the Company, the shares authorized and remaining under the Plan,
the maximum number of shares each participant may purchase each Purchase Period,
the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

          (b) Dissolution or Liquidation. In the event of the proposed
              --------------------------
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"). The
Board shall notify each participant in writing, at least ten (10) business days
prior to the New Exercise Date, that the Exercise Date for the participant's
option has been changed to the New Exercise Date.

          (c) Merger or Asset Sale. In the event of a proposed sale of all or
              --------------------
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation. In the event that
the successor corporation refuses to assume or substitute for the option, any
Purchase Periods then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date") and any Offering Periods then in progress shall
end on the New Exercise Date. The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's option has been changed to the New
Exercise Date.

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     20.  Amendment or Termination.
          ------------------------

          (a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 20 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders. Except as provided
in Section 19 and this Section 20 hereof, no amendment may make any change in
any option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required.

          (b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

          (c) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial consequences, the Board may, in its
discretion and, to the extent necessary or desirable, modify or amend the Plan
to reduce or eliminate such financial consequences including, but not limited
to: (i) altering the Purchase Price for any Offering Period including an
Offering Period underway; (ii) shortening any Offering Period so that Offering
Period ends on a new Exercise Date, including an Offering Period underway; and
(iii) allocating shares. Such modifications or amendments shall not require
shareholder approval or the consent of any Plan participants.

     21.  Notices.  All notices or other communications by a participant to the
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Company in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

     22.  Conditions Upon Issuance of Shares.  Shares shall not be issued with
          ----------------------------------
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the requirements of any stock exchange upon which the shares may
then be listed.

          As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are

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being purchased only for investment and without any present intent to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of
law.

     23.  Term of Plan.  The Plan shall become effective upon of its adoption by
          ------------
the board of Directors and approval by the shareholders of the Company. It shall
continue in effect for a term of 10 years unless sooner terminated under Section
20 hereof.

     24.  Automatic Transfer to Low Price Offering Period.  To the extent
          -----------------------------------------------
permitted by any applicable laws, regulations, or stock exchange rules, if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period as of the first day thereof.

<PAGE>
Exhibit A

                            SONIC INNOVATIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                                   AGREEMENT

_____ Original Application                           Enrollment Date:___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary
1.    I hereby elect to participate in the Employee Stock Purchase Plan (the
      "ESPP") and to purchase shares of the company's common stock in accordance
      with this Agreement and the ESPP.

2.   I hereby authorize payroll deductions from each paycheck in the amount of
     ____% of my compensation on each payday (from 0 to 10% in whole
     percentages) during the purchase period.

3.   I understand that if I do not withdraw from a purchase period, my
     accumulated payroll deductions will be used to automatically purchase
     shares of common stock at the applicable purchase price.

4.   I have received a copy of the complete ESPP.  I understand that my
     participation in the ESPP is in all respects subject to the terms of the
     ESPP and I hereby agree to be bound by the terms of the ESPP.

5.   My shares purchased under the ESPP should be issued in the name(s) of:
     ___________________________________________________________________________
     (Employee or Employee and Spouse only).

6.   I understand that if I dispose of any shares received by me pursuant to the
     ESPP within one year after the purchase date, I will be treated for federal
     income tax purposes as having received ordinary income at the time of such
     disposition in an amount equal to the excess of the fair market value of
     the shares at the time such shares were purchased by me over the price
     which I paid for the shares. I hereby agree to notify the company in
     writing within 30 days after the date of any disposition of my shares and I
     will make adequate provision for federal, state or other tax withholding
     obligations, if any, which arise upon the disposition of the shares. The
     company may, but will not be obligated to, withhold from my compensation
     the amount necessary to meet any applicable withholding obligation.

7.   In the event of my death, I hereby designate the following as my
     beneficiary(ies) to receive all payments and shares due me under the ESPP:

--------------------------------------------------------------------------------
(Name)                  (Social Security Number)                (Relationship)

I UNDERSTAND THAT THIS AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
PURCHASE PERIODS UNLESS TERMINATED BY ME.

Dated:_________________________  _______________________________________________
                                 Signature of Employee    Social Security Number

                                 _______________________________________________
                                 Spouse's Signature (If beneficiary other than
                                 spouse)

<PAGE>

Exhibit B
                             SONIC INNOVATIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL



  [ ]  I hereby withdraw form the Employee Stock Purchase Plan (the "ESPP")
       effective immediately and direct the company to pay me as promptly as
       practicable all the payroll deductions credited to my account with
       respect to the ESPP.

  [ ]  I hereby withdraw from the ESPP effective immediately and direct the
       company to purchase shares with the payroll deductions already
       credited to my account at the end of the current purchase period.


       I understand that upon withdrawal no further payroll deductions will
       be made as of my withdrawal date.  I understand that I shall be
       eligible to participate in succeeding purchase periods only by
       delivering to the Company a new ESPP Agreement.


                        _______________________________________
                        Name


                        _______________________________________
                        Social Security Number


                        _______________________________________
                        Signature


                        _______________________________________
                        Date