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                                                                    EXHIBIT 10.6

                             HPL TECHNOLOGIES, INC.
                 FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN
                          (AS ADOPTED ON MAY 22, 2001)


         1.     PURPOSE. This HPL Technologies, Inc. Foreign Subsidiary Employee
Stock Purchase Plan (the "Plan") is designed to encourage and assist employees
of any Participating Subsidiary of HPL Technologies, Inc. ("HPL"), as defined in
Section 4, to acquire an equity interest in HPL through the purchase of shares
of HPL common stock (the "Common Stock"). HPL and all of the Participating
Subsidiaries shall be collectively referred to herein as the "Company".

         2.     ADMINISTRATION. The Plan shall be administered by the Board of
Directors of HPL (or a committee thereof designated by the Board of Directors,
which in either case is referred to as the "Board"). The Board may from time to
time select a committee or persons (the "Administrator") to be responsible for
any matters in implementing the Plan. If no such committee or persons are
selected, the Board shall be the Administrator. Subject to the express
provisions of the Plan, to the overall supervision of the Board, and to the
limitations of Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"), the Administrator may administer and interpret the Plan in any manner
it believes to be desirable, and any such interpretation shall be conclusive and
binding on the Company and all persons, and the Administrator shall have all
powers necessary to accomplish the purposes of the Plan and discharge its duties
hereunder.

         3.     NUMBER OF SHARES.

                (a)     SHARE LIMIT. The total number of shares of Common
Stock initially reserved and available for issuance pursuant to this Plan
shall be 510,000 (the "Share Limit"). Notwithstanding the foregoing and
subject to Section 3(b), the Share Limit shall automatically increase on
March 1, 2002 and March 1 of each year thereafter until and including March
1, 2011 (unless the Plan is terminated earlier in accordance with the
provisions hereof) by the "Annual Increase" which shall consist of a number
of shares equal to the least of (i) 150,000, (ii) one percent (1.00%) of the
number of shares of all classes of common stock of the Company outstanding on
that date or (iii) a lesser number determined by the Administrator prior to
such March 1; provided that the total number of shares available for issuance
under the Plan shall not exceed the initial Share Limit plus the maximum
potential cumulative Annual Increase. The Share Limit shall be reduced by the
number of shares issued under the HPL Technologies Employee Stock Purchase
Plan ("Domestic Plan"). Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares reacquired in private
transactions or open market purchases, but all shares issued under this Plan
and the Domestic Plan shall be counted against the Share Limit. <PAGE>

                (b)     ADJUSTMENTS. In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, offering of rights, or other similar change in the capital structure
of HPL, the Board may make such adjustment, if any, as it deems appropriate in
the number, kind, and purchase price of the shares available for purchase under
the Plan and in the maximum number of shares subject to any option under the
Plan. Such adjustment shall be made by the Administrator, whose determination
shall be final, binding, and conclusive. Except as expressly provided herein, no
issue 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 under the Plan.

         4.     ELIGIBILITY REQUIREMENTS.

                (a)     ELIGIBLE EMPLOYEES. Each employee of each Participating
Subsidiary, except those described in the next paragraph, shall become eligible
to participate in the Plan in accordance with Section 5 on the first Enrollment
Date on or following commencement of his or her employment by the Company or the
Participating Subsidiary or following such period of employment, not to exceed
two years, as is designated by the Board from time to time. Participation in the
Plan is entirely voluntary.

                (b)     NON-ELIGIBLE EMPLOYEES. The following employees are not
eligible to participate in the Plan:

                        (i)     employees who would, immediately upon enrollment
or re-enrollment in the Plan, own directly or indirectly five percent or more of
the total combined voting power or value of all classes of stock of HPL or any
subsidiary or parent of HPL (as defined in Section 424 of the Code);

                        (ii)    employees who are customarily employed by the
Company less than 20 hours per week or less than five months in any calendar
year; and

                        (iii)   employees who are prohibited by applicable law
from participating in the Plan.

                        For purposes of the determination in clause (i) above,
(a) the employee shall be deemed to own stock attributed to him or her under the
attribution rules of Section 424(d) of the Code; (b) the employee shall be
considered to own any stock that the employee could purchase through the
exercise of any option or right to acquire stock held by the employee (including
the option granted to the employee upon an Enrollment Date); and (c) the option
granted to an employee on an Enrollment Date shall be deemed to be an option to
acquire a number of shares of Common Stock of the Company equal to (x) the
maximum number of shares that may be purchased on any

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Purchase Date set forth in Section 6(b)(vii) hereof multiplied by (y) the number
of Purchase Dates in the option period for such option.

                (c)     DEFINITION OF EMPLOYEE. "Employee" shall mean any
individual who is an employee of a Participating Subsidiary. Whether an
individual qualifies as an Employee shall be determined by the Administrator, in
its sole discretion. The Administrator shall be guided by the provisions of
Treasury Regulation Section 1.421-7 and Section 3401(c) of the Code and the
Treasury Regulations thereunder, with the intent that the Plan cover all
"employees" within the meaning of those provisions other than those who are not
eligible to participate in the Plan; provided, however, that any determinations
regarding whether an individual is an "employee" shall be prospective only,
unless otherwise determined by the Administrator. Unless the Administrator makes
a contrary determination, the Employees of the Company shall, for all purposes
of this Plan, be those individuals who are carried as employees of a
Participating Subsidiary for regular payroll purposes or are on a leave of
absence for not more than 90 days. Any inquiries regarding eligibility to
participate in the Plan shall be directed to the Administrator, whose decision
will be final.

                (d)     DEFINITION OF SUBSIDIARY. "Subsidiary" shall mean any
corporation that is a "subsidiary" of the Company as defined in Section 424(f)
of the Code. "Participating Subsidiary" shall mean a subsidiary which has been
designated by the Administrator as covered by the Plan; provided, however, that
no subsidiary participating in the Domestic Plan may be designated for
participation in the Plan.



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         5.     ENROLLMENT. Any eligible employee may enroll or re-enroll in the
Plan each year as of the first trading day of (i) September 2001, (ii) March
2002, and (iii) each September and March thereafter, or such other days as may
be established by the Board from time to time (the "Enrollment Dates"). In order
to enroll, an eligible employee must complete and submit to the Company the
enrollment form approved by the Administrator. Any enrollment form received by
the designee of the Administrator by (a) the September 2001 Enrollment Date, (b)
with respect to each Enrollment Date thereafter, the 25th day of the month
preceding such Enrollment Date (or the Enrollment Date in the case of employees
hired after such 25th day), or (c) such other date established by the
Administrator from time to time, will be effective on that Enrollment Date. For
purposes of the Plan, a "trading day" is any day on which regular trading occurs
on any established stock exchange or market system on which the Common Stock is
traded. Any employee who has enrolled in the Plan and has not withdrawn shall be
automatically re-enrolled in the Plan on the Enrollment Date next following the
expiration of the employee's option at the same level of payroll deduction as
during the preceding option period. An employee wishing to change the level of
payroll deduction must submit a new enrollment form on or before the due dates
for such forms described above.

         6.     GRANT OF OPTION ON ENROLLMENT.

                (a)     GRANT OF OPTION. Enrollment or re-enrollment by a
participant in the Plan on an Enrollment Date will constitute the grant by the
Company to the participant of an option to purchase shares of Common Stock from
the Company under the Plan.

                (b)     TERMS OF OPTION. Each option granted under the Plan
shall have the following terms:

                        (i)     each option granted under the Plan will have a
term of not more than 24 months or such shorter option period as may be
established by the Board from time to time; notwithstanding the foregoing,
however, whether or not all shares have been purchased thereunder, the option
will expire on the earlier to occur of (A) the completion of the purchase of
shares on the last Purchase Date occurring within 24 months after the Enrollment
Date for such option, or such shorter option period as may be established by the
Board before an Enrollment Date for all options to be granted on such date or
(B) the date on which the employee's participation in the Plan terminates for
any reason;

                        (ii)    payment for shares purchased under the option
will be made only through payroll withholding in accordance with Section 7;

                        (iii)   purchase of shares upon exercise of the option
will be effected only on the Purchase Dates established in accordance with
Section 8;

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                        (iv)    the price per share under the option will be
determined as provided in Section 8;

                        (v)     the number of shares available for purchase
under an option will be determined by dividing (i) such participant's payroll
deductions accumulated on or prior to such Purchase Date and retained in such
participant's account as of the Purchase Date; by (ii) the applicable Purchase
Price determined in accordance with Section 8;

                        (vi)    the option (taken together with all other
options then outstanding under this and all other similar stock purchase plans
of HPL and any subsidiary of HPL, collectively "Options") will in no event give
the participant the right to purchase shares at a rate per calendar year which
accrues in excess of $25,000 of fair market value of such shares, determined at
the applicable Enrollment Date;

                        (vii)   the option will in no event give the right to
purchase more than 1500 shares on any Purchase Date; and

                        (viii)  the option will in all respects be subject to
the terms and conditions of the Plan, as interpreted by the Administrator, in
its sole discretion, from time to time.

         7.     PAYROLL AND TAX WITHHOLDING; USE BY COMPANY.

                (a)     PAYROLL DEDUCTIONS. Each participant shall elect to have
amounts withheld from his or her compensation paid by the Company during the
option period, at a rate equal to any whole percentage up to 30 percent, or such
other maximum percentage as the Board may establish from time to time before an
Enrollment Date. Compensation includes regular salary payments, bonuses,
overtime pay and any other compensation as may be determined from time to time
by the Board of Directors, but excludes all other payments including, without
limitation, long-term disability or workers compensation payments, car
allowances, employee referral bonuses, relocation payments, expense
reimbursements (including but not limited to travel, entertainment, and moving
expenses), salary gross-up payments, and non-cash recognition awards. The
participant shall designate a rate of withholding in his or her enrollment form
and may elect to increase or decrease the rate of contribution effective as of
any Enrollment Date, by delivery to HPL or the Employee's Participating
Subsidiary, not later than the 25th day of the month preceding such Enrollment
Date, of a written notice indicating the revised withholding rate. The first
payroll deduction will commence with the first payment of compensation on or
after the Enrollment Date.

                (b)     USE OF WITHHOLDINGS. Payroll withholdings shall be
credited to an account maintained for purposes of the Plan in local currency on
behalf of each

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participant, as soon as administratively feasible after the withholding occurs.
The Company shall be entitled to use the withholdings for any corporate purpose,
shall have no obligation to pay interest on withholdings to any participant, and
shall not be obligated to segregate withholdings.

                (c)     TAX WITHHOLDINGS. Upon acquisition or disposition of
shares acquired by exercise of an option, the participant shall pay, or make
provision adequate to the Company for payment of, all federal, state, and other
tax (and similar) withholdings that the Company determines, in its discretion,
are required due to the disposition, including any such withholding that the
Company determines in its discretion is necessary to allow the Company to claim
tax deductions or other benefits in connection with the disposition. A
participant shall make such similar provisions for payment that the Company
determines, in its discretion, are required due to the exercise of an option,
including such provisions as are necessary to allow the Company to claim tax
deductions or other benefits in connection with the exercise of the option.

         8.     PURCHASE OF SHARES.

                (a)     PURCHASE DATE. On the last trading day of each month
immediately preceding a month containing an Enrollment Date, or on such other
days as may be established by the Board from time to time prior to an Enrollment
Date for all options to be granted on an Enrollment Date (each a "Purchase
Date"), the Company shall convert each participant's account balance, including
amounts carried forward to U.S. Dollars, determined as of the Purchase Date, and
shall apply the funds then credited to each participant's payroll withholdings
account to the purchase of whole shares of Common Stock.

                (b)     PURCHASE PRICE. The cost to the participant for the
shares purchased under any option shall be not less than 85 percent of the lower
of:

                        (i)     the fair market value of the Common Stock on the
Enrollment Date for such option; or

                        (ii)    the fair market value of the Common Stock on
that Purchase Date.

                The "fair market value" of the Common Stock on a date shall be
the closing price of the Common Stock on the Nasdaq National Market (or, if
determined by the Administrator to be the primary market on which the Common
Stock is traded, a stock exchange or other market system on which the Common
Stock is traded), or the fair market value on such date as determined by the
Administrator if no such price is reported.

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                (c)     FUNDS REMAINING AFTER PURCHASE. Any funds in an amount
less than the cost of one share of Common Stock left in a participant's payroll
withholdings account on a Purchase Date shall be carried forward in such account
for application on the next Purchase Date.

                (d)     INSUFFICIENT SHARES AVAILABLE. If at any Purchase Date,
the shares available under the Plan are less than the number all participants
would otherwise be entitled to purchase on such date, purchases (including
purchases under the Domestic Plan) shall be reduced proportionately to eliminate
the deficit. Any funds that cannot be applied to the purchase of shares due to
such a reduction shall be refunded to participants as soon as administratively
feasible, unless the Administrator, in its sole discretion, determines that such
excess funds shall be carried over to the next Purchase Date under this Plan.

         9.     WITHDRAWAL FROM THE PLAN. A participant may withdraw from the
Plan in full (but not in part) at any time, effective after written notice
thereof is received by the Company. All funds credited to a participant's
payroll withholdings account shall be distributed to him or her without interest
within 60 days after notice of withdrawal is received by the Company. Any
eligible employee who has withdrawn from the Plan may enroll in the Plan again
on any subsequent Enrollment Date in accordance with the provisions of Section
5. If a participant fails to remain employed for at least 20 hours per week
during an Offering Period, the participant will be deemed to have withdrawn from
this Plan, the payroll deductions credited to the participant's account will be
promptly refunded, and the participant's option under the Plan shall terminate.

         10.    TERMINATION OF EMPLOYMENT. Participation in the Plan terminates
immediately when a participant ceases to be employed by the Company for any
reason whatsoever (including death or disability) or otherwise becomes
ineligible to participate in the Plan. As soon as administratively feasible
after termination, the Company shall pay to the participant or his or her
beneficiary or legal representative, all amounts credited to the participant's
payroll withholdings account; provided, however, that if a participant ceases to
be employed by the Company because of the commencement of employment with a
Subsidiary of the Company that is not a Participating Subsidiary, funds then
credited to such participant's payroll withholdings account shall be applied to
the purchase of whole shares of Common Stock at the next Purchase Date, and any
funds remaining after such purchase shall be paid to the participant.

         11.    BENEFICIARIES.

                (a)     DESIGNATION OF BENEFICIARY. Each participant may
designate one or more beneficiaries in the event of death and may, in his or her
sole discretion, change such designation at any time. Any such designation shall
be effective upon receipt in written form by the Company and shall control over
any disposition by will or otherwise.


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                (b)     PAYMENT TO BENEFICIARY. As soon as administratively
feasible after the death of a participant, amounts credited to his or her
account shall be paid in cash to the designated beneficiaries or, in the absence
of a designation, to the executor, administrator, or other legal representative
of the participant's estate. Such payment shall relieve the Company of further
liability with respect to the Plan on account of the deceased participant. If
more than one beneficiary is designated, each beneficiary shall receive an equal
portion of the account unless the participant has given express contrary written
instructions.

         12.    ASSIGNMENT.

                (a)     ASSIGNMENT PROHIBITED. Except as provided in Section 11,
the rights of a participant under the Plan shall not be assignable by such
participant, by operation of law or otherwise. No participant may create a lien
on any funds, securities, rights, or other property held by the Company for the
account of the participant under the Plan, except to the extent that there has
been a designation of beneficiaries in accordance with the Plan, and except to
the extent permitted by the laws of descent and distribution if beneficiaries
have not been designated.

                (b)     RIGHTS EXERCISABLE ONLY BY PARTICIPANT. A participant's
right to purchase shares under the Plan shall be exercisable only during the
participant's lifetime and only by him or her, except that a participant may
direct the Company in the enrollment form to issue share certificates to the
participant and his or her spouse in community property, to the participant
jointly with one or more other persons with right of survivorship, or to certain
forms of trusts approved by the Administrator; provided, that such direction may
not be terminated, except at the beginning of a new enrollment period or
pursuant to a "qualified domestic relations order" as defined under the Code.

         13.    ADMINISTRATIVE ASSISTANCE. If the Administrator in its
discretion so elects, it may engage a brokerage firm, bank, or other financial
institution to assist in the purchase of shares, delivery of reports, or other
administrative aspects of the Plan. If the Administrator so elects, each
participant shall be deemed upon enrollment in the Plan to have authorized the
establishment of an account on his or her behalf at such institution. Shares
purchased by a participant under the Plan shall be held in the account in the
name in which the share certificate would otherwise be issued.

         14.    COSTS. All costs and expenses incurred in administering the Plan
shall be paid by the Company, except that any stamp duties or transfer taxes
applicable to participation in the Plan may be charged to the account of such
participant by the Company. Any brokerage fees for the purchase of shares by a
participant shall be paid by the Company, but brokerage fees for the resale of
shares by a participant shall be borne by the participant.

         15.    EQUAL RIGHTS AND PRIVILEGES. All eligible employees shall have
substantially equal rights and privileges with respect to the Plan so that the
Plan qualifies as an "employee stock purchase plan" within the meaning of
Section 423 of the Code and the related Treasury Regulations. Any provision of
the Plan which is inconsistent with Section 423 of the Code shall without
further act or amendment by the Company or the Board be reformed to comply with
the requirements of Section 423. This Section 15 shall take precedence over all
other provisions of the Plan.

         16.    APPLICABLE LAW. The Plan and options granted hereunder shall be
governed by the substantive laws (excluding the conflict of laws rules) of the
State of Delaware.

         17.    MODIFICATION AND TERMINATION.

                (a)     MODIFICATION AND TERMINATION OF PLAN. The Board may
modify, amend, alter, or terminate the Plan at any time, including amendments to
outstanding options. No amendment to increase the number of shares reserved for
purchase under the Plan shall be effective unless within 12 months after it is
adopted by the Board, it is approved by the stockholders of HPL.

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                (b)     TERMINATION OF OPTIONS. In the event the Plan is
terminated, the Board may elect to terminate all outstanding options either
immediately or upon completion of the purchase of shares on the next Purchase
Date, or may elect to permit options to expire in accordance with their terms
(and participation to continue through such expiration dates). If the options
are terminated prior to expiration, all funds contributed to the Plan that have
not been used to purchase shares shall be returned to the participants as soon
as administratively feasible.

                (c)     ASSET SALE, MERGER, ETC. In the event of the sale of all
or substantially all of the assets of HPL, or the merger or consolidation of HPL
with or into another corporation, or the dissolution or liquidation of HPL, the
Board shall provide for the assumption or substitution of each option under the
Plan by the successor or surviving corporation, or a parent or subsidiary
thereof, unless the Board decides to take such other action as it deems
appropriate, including, without limitation, providing for the termination of the
Plan and providing for a Purchase Date to occur on the trading day immediately
preceding the date of such termination.

         18.    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 any
Subsidiary or to affect the Company's or any Subsidiary's right to terminate the
employment of any person at any time with or without cause.

         19.    RIGHTS AS A SHAREHOLDER; DELIVERY OF CERTIFICATES. Participants
shall be treated as the owners of their shares effective as of the Purchase
Date. Certificates evidencing shares purchased on any Purchase Date shall be
delivered to participants as soon as administratively feasible, unless the
Administrator determines that HPL instead of delivery of share certificates (i)
deliver a certificate (or equivalent) to a broker for crediting to the
participant's account, or (ii) make a notation in the participant's favor of
non-certificated shares on the Company's stock records.

         20.    ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions
of options granted hereunder to, and the purchase of shares by, persons subject
to Section 16 of the Securities Exchange Act of 1934 shall comply with the
applicable provisions of Rule 16b-3 of such Act. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon exercise
thereof shall be subject to, such additional conditions and restrictions as may
be required by Rule 16b-3 to qualify for the maximum exemption from Section 16
of the Securities Exchange Act of 1934 with respect to Plan transactions.

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