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                                                                     EXHIBIT 4.1


                               HEALTH GRADES, INC.
                               STOCK PURCHASE PLAN

                                   ARTICLE 1
                                  INTRODUCTION

                  1.1 Statement of Purpose. The purpose of the Health Grades,
Inc. Stock Purchase Plan is to provide certain executives and other management
employees of Health Grades, Inc. (the "Company") and its subsidiaries with the
opportunity to purchase shares of common stock of the Company through a
voluntary reduction in base salary. The Board of Directors of the Company has
adopted this plan in order to further align the interests of management and the
stockholders and to give certain executives and other management employees the
opportunity to participate in the growth of the Company.

                  1.2 Internal Revenue Code and ERISA Considerations. The Plan
is not intended to be an employee stock purchase plan under section 423 of the
Internal Revenue Code of 1986, as amended (the "Code") or an "employee benefit
plan," under section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").

                                   ARTICLE 2
                                   DEFINITIONS

                  2.1 "Board" means the board of directors of the Company.

                  2.2 "Committee" means the Compensation Committee of the Board
of Directors, or any other Committee appointed by the Board to administer the
Plan.

                  2.3 "Company" shall have the meaning set forth in Section 1.1
above.

                  2.4 "Compensation" means a Participant's regular annual base
rate of pay paid by his or her Employer in effect on January 1, 2002, excluding
bonuses, overtime pay, commissions, severance pay, relocation expenses and
fringe benefits.

                  2.5 "Effective Date" means January 1, 2002.

                  2.6 "Eligible Employee" means each employee of an Employer
designated by the Committee.

                  2.7 "Employer" means Health Grades, Inc. and each of its
majority-owned or wholly owned subsidiaries that participate in the Plan with
the approval of the Board.

                  2.8 "Exchange Act" means the Securities Exchange Act of 1934,
as amended.



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                  2.9 "Fair Market Value" means the average of the last reported
sales prices of Shares on the 20 trading days ending on, and including February
15, 2002, as reported on the OTC Bulletin Board.

                  2.10 "Participant" means each Eligible Employee who elects to
participate in the Plan in accordance with Section 4.1.

                  2.11 "Plan" means the Health Grades, Inc. Stock Purchase Plan,
as the same is set forth herein and as the same may hereafter be amended.

                  2.12 "Plan Year" means 2002.

                  2.13 "Participation Election Period" means the period
beginning on February 8, 2002 and ending on February 14, 2002.

                  2.14 "Restricted Shares" means Shares issued to an employee by
the Company that are subject to forfeiture in accordance with Section 6.1. Once
Shares become vested in accordance with Section 6.1 they will no longer be
Restricted Shares.

                  2.15 "Salary Reduction Agreement" means the instrument
prescribed by the Committee pursuant to which an Eligible Employee may enroll as
a Participant and elect to reduce his or her Compensation to purchase Shares.

                  2.16 "Salary Reduction Percentage" means the percentage by
which each Participant in the Plan has elected to reduce his Compensation to
purchase Shares. The Salary Reduction Percentage may be different with respect
to each Participant in the Plan.

                  2.17 "Shares" means shares of common stock, $.001 par value,
of the Company.

                                   ARTICLE 3
                                     SHARES

                  3.1 Authorized Shares. Subject to adjustment as described
below, the aggregate number of Shares that may be issued or transferred under
the Plan is 6,000,000 Shares. The Shares may be authorized but unissued Shares
or treasury Shares.

                  3.2 Adjustments. If there is any change in the number or kind
of Shares outstanding by reason of (i) a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) a
merger, reorganization or consolidation, (iii) a reclassification or change in
par value, or (iv) any other extraordinary or unusual event affecting the
outstanding Shares as a class without the Company's receipt of consideration,
the maximum number of Shares available under the Plan and the kind of stock
issuable under the Plan may be appropriately adjusted by the Board to reflect
any increase or decrease in the number of, or




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change in the kind or value of, issued Shares; provided, however, that any
fractional Shares resulting from such adjustment may be eliminated.

                                    ARTICLE 4
                                  PARTICIPATION

                  4.1 Participation. Any Eligible Employee may elect to become a
Participant in the Plan by executing and filing with the Committee a Salary
Reduction Agreement during the Participation Election Period. An Eligible
Employee's election to participate in the Plan shall be effective as of January
1, 2002.

                  4.2 Discontinuance of Participation. A Participant shall
automatically cease to be a Participant in the Plan on the date he or she ceases
to be employed by an Employer.


                                   ARTICLE 5
                                SALARY REDUCTION

                  5.1 Salary Reduction. During the Participation Election
Period, each Participant shall set forth on the Salary Reduction Agreement the
percentage of Compensation that the Participant shall forgo during the Plan Year
in exchange for Shares. A Participant may reduce his Compensation by any whole
percentage up to 30 percent. The total base salary or wages that a Participant
would otherwise earn during each payroll period for which a Salary Reduction
Agreement is in effect during the Plan Year shall be reduced by an amount equal
to the percentage of Compensation the Participant elects to forgo times his
Compensation (the "Annual Salary Reduction") divided by the number of payroll
periods remaining in the Plan Year after the Salary Reduction Agreement becomes
effective. All Compensation withheld by an Employer under the Plan shall become
a part of the general assets of the Company, free of any trust or other
restriction, and may be used for any corporate purpose.

                  5.2 Purchase of Shares. The number of Shares to be purchased
by a Participant who submits a Salary Reduction Agreement shall be determined by
dividing the Annual Salary Reduction by the Fair Market Value of the Shares.
Notwithstanding the foregoing, the Participant shall not receive any fractional
Shares, but will receive, at the end of the Plan Year, cash equal to the Fair
Market Value of the fraction he would have been entitled to receive.

                  5.3 Issuance of Certificates. Stock certificates representing
the Restricted Shares shall be issued to the each Participant as soon as
administratively possible after the beginning of the Plan Year. The stock
certificates shall contain a legend giving appropriate notice of the
restrictions on the Shares. Each Participant shall be entitled to have the
restrictive legend removed from his or her stock certificate representing the
Restricted Shares when the Shares become fully vested and are no longer subject
to forfeiture.

                  5.4 Participants Rights. During the period when a Participant
holds Restricted Shares, he or she shall receive any cash dividends issued with
respect to the Restricted Shares,




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may vote the Restricted Shares and may participate in any distribution pursuant
to a plan of dissolution or complete liquidation of the Company. In the event a
dividend or distribution payable in stock or other property or a
reclassification, split up or similar event occurs while a Participant holds
Restricted Shares, the Shares or other property issued or declared with respect
to the non-vested Restricted Shares shall be subject to the same terms and
conditions relating to vesting as the Restricted Shares to which they relate.

                                   ARTICLE 6
                          VESTING AND NONASSIGNABILITY

                  6.1 Vesting of Restricted Stock. A Participant's Restricted
Shares shall become fully vested, and all restrictions shall lapse as of the
last day of the Plan Year if the Participant continues to be employed by an
Employer until such date. Upon full vesting, the restrictive legend shall be
removed from the Shares. If a Participant's employment with an Employer
terminates for any reason prior to the last day of the Plan Year in which the
Restricted Shares were transferred or issued to the Participant, no further
salary reduction will be made and the Participant shall forfeit a number of
Restricted Shares equal to the number of Shares that would have been purchased
by the Participant had the Participant's employment continued until the end of
the Plan Year, multiplied by a fraction, the numerator of which shall be the
number of payroll periods in the Plan Year with respect to which salary
reduction has not yet occurred and the denominator of which shall be the total
number of payroll periods in the Plan Year after a Salary Reduction Agreement is
in effect, and all Restricted Shares held by the Participant that are not so
forfeited shall immediately vest. A Participant whose employment with an
Employer terminates prior to the end of the Plan Year shall immediately return
the Restricted Shares to the Company, and the Company shall return to the
Participant a certificate for the portion of the Restricted Shares that are not
forfeited, without the restrictive legend.

                  6.2 Nonassignability of Restricted Shares. During the period
before the Restricted Shares vest, the Restricted Shares may not be assigned,
transferred, pledged or otherwise disposed of by a Participant. Any attempt to
assign, transfer, pledge or otherwise dispose of the shares contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the shares, shall be null, void and without effect.

                                   ARTICLE 7
                              SPECIAL ADJUSTMENTS

                  7.1 Shares Unauthorized. If, in connection with a
Participant's salary reduction in respect of a payroll period, the aggregate
funds to be withheld to purchase Restricted Shares would enable the purchase of
a number of Restricted Shares in excess of the number of Shares then authorized
for issuance under the Plan or would cause the Company to issue Shares in excess
of the number of Shares authorized under the Company's Amended and Restated
Certificate of Incorporation, the Salary Reduction Percentage and the number of
Restricted Shares that would otherwise be delivered to the Participant shall be
proportionately reduced in order to eliminate any such excess.



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                  7.2 Effect of Certain Transactions. In the event of a merger
or consolidation in which the Company is not the surviving or resulting
corporation (or survives only as a subsidiary of another corporation), unless
the Board determines otherwise, each Participant shall automatically become
fully vested in his or her Restricted Shares immediately prior to the
effectiveness of the merger or consolidation.

                                   ARTICLE 8
                                 MISCELLANEOUS

                  8.1 Rights of Participants. Nothing in this Plan shall be
construed as giving any Participant any right to be retained by or in the employ
of an Employer or any other employment rights.

                  8.2 Administrative Costs. The Company shall pay all
administrative expenses associated with the operation of the Plan.

                  8.3 The Committee. The Committee shall have the authority and
power to administer the Plan and to make, adopt, construe, and enforce rules and
regulations not inconsistent with the provisions of the Plan. The Committee
shall have the fullest discretion permissible under law in the discharge of its
duties. The Committee's interpretations and decisions in respect of the Plan,
the rules and regulations pursuant to which it is operated, and the rights of
Participants hereunder shall be final and conclusive.

                  8.4 Withholding of Taxes. All distributions of Shares under
the Plan shall be subject to applicable federal, state and local tax withholding
requirements of the Internal Revenue Service or other taxing authority that
requires such withholding. A Employer may require that Participants pay to the
Employer (or make other arrangements satisfactory to the Company for the payment
of) the amount of any federal, state or local taxes that the Employer is
required to withhold with respect to the receipt of Shares under the Plan, or
the Employer may deduct from the Participant's wages or other compensation the
amount of any withholding taxes due with respect to the receipt of the Shares
under the Plan.

                  8.5 Amendment of the Plan. The Board may amend or terminate
the Plan at any time; provided, however, that the Board:

                  (a) shall not amend the Plan without stockholder approval if
such approval is required by the Exchange Act, the Code or other applicable law,
and

                  (b) shall not amend provisions relating to material
Participant entitlements, where such amendments would be to the advantage of
Participants, without prior stockholder approval; provided, however, that this
requirement to obtain stockholder approval will not apply to any minor amendment
to benefit the administration of the Plan, to take account of a change in
legislation or to obtain or maintain favorable tax or regulatory treatment for
Participants of one or more Employers.



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                  8.6 Termination of the Plan. The Plan shall continue in effect
until December 31, 2002.

                  8.7 Repurchase of Shares. The Employer shall not be required
to purchase or repurchase from any Participant any of the Shares that the
Participant acquires under the Plan.

                  8.8 Notice. A Salary Reduction Agreement and any notice that a
Participant delivers pursuant to the Plan shall be effective only when received
by the Committee. Delivery of the Salary Reduction Agreement or any notice to
the Company, and delivery of any notice to a Participant may be made by hand or
by certified mail, sent postage prepaid. Salary Reduction Agreements and notices
to the Company shall be addressed to the Chief Financial Officer of the Company
at 44 Union Boulevard, Suite 600 Lakewood, CO 80228. Any notice to the
Participant shall be addressed to the Participant at the most recent address
shown on the payroll of the Employer, or to such other address as the
Participant may designate to an Employer in writing.

                  8.9 Government Regulation. An Employer's obligation to deliver
the Shares under the Plan is at all times subject to all approvals of any
governmental authority required in connection with the authorization, issuance,
sale or delivery of such Shares.

                  8.10 Headings, Captions, Gender. The headings and captions
herein are for convenience of reference only and shall not be considered as part
of the text. The masculine shall include the feminine, and vice versa.

                  8.11 Severability of Provisions, Prevailing Law. The
provisions of the Plan shall be deemed severable. In the event any such
provision is determined to be unlawful or unenforceable by a court of competent
jurisdiction or by reason of a change in an applicable statute, the Plan shall
continue to exist as though such provision had never been included therein (or,
in the case of a change in an applicable statute, had been deleted as of the
date of such change). The Plan shall be governed by the laws of the State of
Delaware to the extent such laws are not in conflict with, or superseded by,
federal law.


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