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**EXHIBIT 4.1**

**STOCK PURCHASE AGREEMENT**

    THIS STOCK PURCHASE AGREEMENT (this "*Agreement*") is made as of            , 2000between Bioject Medical Technologies, Inc., an Oregon corporation (the "*Company*"), and                        (the"*Investor*"). 

    1.*  Authorization of Shares.*  The Company has duly authorized the sale and issuance of                        (            ) shares (the "*Shares*") of common stock of the Company, without par value (the"*Common Stock*"), to Investor. The number of Shares equals the quotient of (a) the Purchase Price (as defined below) divided by (b) theclosing sale price of the Common Stock on The Nasdaq Stock Market, Inc. Small Cap Market (the "*Nasdaq Small Cap Market*") on            , 2000. 

    2.*  Agreement to Sell and Purchase Shares.*  Upon the terms and subject to the conditions containedherein, the Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Shares, for an aggregate purchase price (the"*Purchase Price*") of                        ($            ). Unless otherwise requested by the Investor, certificates representing the Sharespurchased by the Investor will be registered in the Investor's name and address as set forth on the signature page hereto. 

    3.*  Delivery of the Shares at Closing.*  The completion of the purchase and sale of the Shares (the"*Closing*") shall occur on            , 2000 (the "*Closing Date*"), at theoffice of the Company's transfer agent, American Stock and Transfer Company (the "*Escrow Agent*"), or at such different time or day or location as theCompany and the Investor mutually agree. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the Shares, each such certificate to be registered in thename of the Investor. 

    3.1*  *The Company's obligation to issue the Shares to the Investor shall be subject to the following conditions, any oneor more of which may be waived by the Company in writing: 

    (a) receiptby the Company or the Escrow Agent of a wire transfer of funds in the full amount of the Purchase Price; and 

    (b) therepresentations and warranties of the Investor set forth herein shall be true and correct in all respects. 

    3.2*  *The Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more ofwhich may be waived by the Investor in writing: 

    (a) therepresentations and warranties of the Company set forth herein shall be true and correct in all respects; 

    (b) theCompany shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it on or before theClosing Date; 

    (c) theCompany shall have delivered to Investor or the Escrow Agent a certificate dated the Closing Date, executed by the Chief Executive Officer of the Company,certifying the satisfaction of the conditions specified in subsections (a) and (b) of this Section 3.2; 

    (d) theInvestor or the Escrow Agent shall have received from Stoel Rives LLP, counsel for the Company, a legal opinion dated the Closing Date in the form of *Exhibit A* hereto; 

    (e) allregistrations, qualifications, permits and approvals required under applicable state securities laws shall have been obtained for the lawful execution, deliveryand performance of this Agreement, including without limitation the offer, sale, issue and delivery of the Shares; 

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