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                                                                     Exhibit 4.1

                                TARANTELLA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                           (As Amended November 2001)

The following constitute the provisions of the Employee Stock Purchase Plan of
Tarantella, Inc.

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, accordingly, 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" shall mean the Board of Directors of the company.
          -----

      b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
          ----

      c) "Common Stock" shall mean the Common Stock of the Company.
          ------------

      d) "Company" shall mean Tarantella, Inc., a California corporation.
          -------

      e) "Compensation" shall include all base pay, overtime pay, bonus and
          ------------
         commissions and shall exclude all other amounts.

      f)  "Designated Subsidiaries" shall mean the Subsidiaries which have been
           -----------------------
          designated by the Board from time to time in its sole discretion as
          eligible to participate in the Plan.

      g)  "Employee" shall mean any individual who is a regular employee of the
           --------
          Company for purposes of tax withholding under the Code whose customary
          employment with the Company or any Designated Subsidiary regardless of
          the number of hours worked. 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 ninety (90) days and the
          individual's right to employment is not guaranteed either by statute
          or by contract, the employment relationship will be deemed to have
          terminated on the 91st day of such leave.

      h)  "Enrollment Date" shall mean the first day of each Offering Period.
           ---------------

      i)  "Exercise Date" shall mean the last day of each Offering Period.
           -------------

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

          i)   If the Common Stock is listed on any established stock exchange
               or a national market system, including without limitation the
               National Market System of the National Association of Securities
               Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair
               Market Value shall be the closing sale price for the Common Stock
               (or the mean of the closing bid and asked prices, if no sales
               were reported), as quoted on such exchange (or the exchange with
               the greatest volume of trading in Common Stock) or system on the
               date of such determination, as reported in The Wall Street
               Journal or such other source as the Board deems reliable, or;

          ii)  If the Common Stock is quoted on the NASDAQ system (but not on
               the National Market System thereof) or 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 on the date of such
               determination, as reported in The Wall Street Journal or such
               other source as the Board deems reliable, or;

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          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.

          iv)  For purposes of the Enrollment Date under the first Offering
               Period under the Plan, the Fair Market Value of the Common Stock
               shall be the Price to Public as set forth in the final prospectus
               filed with the Securities and Exchange commission pursuant to
               Rule 424 under the Securities Act of 1933, as amended.

      k)  "Offering Period" shall mean a period of approximately six (6) months,
           ---------------
          commencing on the first Trading Day on or after February 1 and
          terminating on the last Trading Day in the period ending the following
          July 31, or commencing on the first Trading Day on or after August 1
          and terminating on the last Trading Day in the period ending the
          following January 31, during which an option granted pursuant to the
          Plan may be exercised. The duration, commencement and termination of
          Offering Periods may be changed pursuant to Section 4 of this Plan.

      l)  "Purchase Price" shall mean an amount equal to 85% of the Fair Market
           --------------
          Value of a share of Common Stock on the Enrollment Date or on the
          Exercise Date, whichever is lower.

      m)  "Reserves" shall mean the number of shares of Common Stock covered by
           --------
          each option under the Plan which have not yet been exercised and the
          number of shares of Common Stock which have been authorized for
          issuance under the Plan but not yet placed under option.

      n)  "Subsidiary" shall mean a corporation, domestic or foreign, of which
           ----------
          not less than 50% of the voting shares are held by the Company or a
          Subsidiary, whether or not such corporation now exists or is hereafter
          organized or acquired by the Company or a Subsidiary.

      o)  "Trading Day" shall mean a day on which national stock exchanges and
           -----------
          the National Association of Securities Dealers Automated Quotation
          (NASDAQ) System are open for trading.

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

      a)  Any Employee (as defined in Section 2(g)), 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, 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 such
               stock possessing five percent (5%) or more of the total combined
               voting power or value of all classes of the capital stock of the
               Company or of any Subsidiary, or

          ii)  to the extent his or her rights to purchase stock under all
               employee stock purchase plans of the Company and its subsidiaries
               to accrue 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 Offering Periods with a new
      Offering Period commencing on the first Trading Day on or after February 1
      and August 1 each year, or on such other date as the Board shall
      determine, and continuing thereafter until terminated in accordance with
      Section 19 hereof. The Board shall have the power to change the duration,
      commencement and termination 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 a subscription agreement authorizing payroll deductions in
          the form of Exhibit A to this Plan and filing it with the Company's
          payroll office at least ten business days prior to the applicable
          Enrollment Date, however, a later date, prior to the applicable
          Enrollment Date may be established for all eligible Employees to
          enroll in a given Offering Period.

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     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 of at least one percent (1%)
          and not exceeding ten percent (10%) of the Compensation which he or
          she receives on each pay day during the Offering Period, and the
          aggregate of such payroll deductions during the Offering Period shall
          not exceed ten percent (10%) of the participant's Compensation during
          said Offering Period.

     b)   All payroll deductions made for a participant shall be credited to his
          or her account under the Plan and will 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 completing
          or filing with the Company a new subscription agreement authorizing a
          change in payroll deduction rate. The Board may, in its discretion,
          limit the number of participation rate changes during any Offering
          Period. The change in rate shall be effective with the first full
          payroll period following five (5) business days after the Company's
          receipt of the new subscription agreement unless the Company elects to
          process a given change in participation more quickly. A participant's
          subscription 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 to 0% at such time during any
          Offering Period which is scheduled to end during the current calendar
          year (the "Current Offering Period") that the aggregate of all payroll
          deductions which were previously used to purchase stock under the Plan
          in a prior Offering Period which ended during that calendar year plus
          all payroll deductions accumulated with respect to the Current
          Offering Period equal $21,250. Payroll deductions shall recommence at
          the rate provided in such participant's subscription agreement at the
          beginning of the first Offering Period which is scheduled to end in
          the following calendar year, unless terminated by the participant as
          provided in Section 10 hereof.

     e)   At the time the option is exercised, in whole or in part, or at the
          time some or all of 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 exercise of the option or the disposition of
          the Common Stock. At any time, the Company may, but will not be
          obligated to, withhold from the participant's compensation the amount
          necessary for the Company to meet applicable withholding obligations,
          including any withholding required to make available to the Company
          any tax deductions or benefits attributable to sale or early
          disposition of Common Stock by the Employee.

7.   Grant of Option.
     ---------------

     On the Enrollment Date of each Offering Period, each eligible Employee
     participating in such Offering Period shall be granted an option to
     purchase on the Exercise Date of such Offering Period (at the applicable
     Purchase Price) 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 Offering Period more
     than a number of Shares determined by dividing $12,500 by the Fair Market
     Value of a share of the Company's Common Stock on the Enrollment Date (the
     "Number"), except that for purposes of the first Offering period under the
     Plan, the Number shall be calculated by dividing $25,000 by the Fair Market
     Value of a share of the Company's Common Stock on the Enrollment Date, and
     provided further that all such purchases shall be subject to the
     limitations set forth in Sections 3(b) and 12 hereof. Exercise of the
     option shall occur as provided in Section 8 hereof, unless the participant
     has withdrawn pursuant to Section 10 hereof, and shall expire on the last
     day of the Offering Period.

8.   Exercise of Option.
     ------------------

     Unless a participant withdraws from the Plan as provided in Section 10
     hereof, his or her option for the purchase of shares will be exercised
     automatically on the Exercise Date, and the maximum number of full shares
     subject to option shall be purchased for

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     such participant at the applicable Purchase Price with the accumulated
     payroll deductions in his or her account. No fractional shares will 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 Offering Period, subject to
     earlier withdrawal by the participant as provided in Section 10 hereof. Any
     other moneys left over in a participant's account after the Exercise Date
     shall be returned to the participant. During a participant's lifetime, a
     participant's option to purchase shares hereunder is exercisable only by
     him or her.

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; Termination of Employment.
     -------------------------------------

     a)   A participant may withdraw all but not less than all the 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 to this Plan. All of the
          participant's payroll deductions credited to his or her account will
          be paid to such participant promptly after receipt of notice of
          withdrawal and such participant's option for the Offering Period will
          be automatically terminated, and no further payroll deductions for the
          purchase of shares will be made during the Offering Period. If a
          participant withdraws from an Offering Period, payroll deductions will
          not resume at the beginning of the succeeding Offering Period unless
          the participant delivers to the Company a new subscription agreement.

     b)   Upon a participant's ceasing to be an Employee (as defined in Section
          2(g) hereof ), for any reason he or she will be deemed to have elected
          to withdraw from the Plan and the payroll deductions credited to such
          participant's account during the Offering Period but not yet used to
          exercise the option will be returned to such participant or, in the
          case of his or her death, to the person or persons entitled thereto
          under Section 14 hereof, and such participant's option will be
          automatically terminated.

     c)   A participant's withdrawal from an Offering Period will not have any
          effect upon his or her eligibility to participate in any similar plan
          which may hereafter be adopted by the Company or in succeeding
          Offering Periods which commence after the termination of the Offering
          Period from which the participant withdraws.

11.  Interest.
     --------

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

12.  Stock.
     -----

     a)   The maximum number of shares of the Company's Common Stock which shall
          be made available for sale under the Plan shall be 5,250,000 shares,
          subject to adjustment upon changes in capitalization of the Company as
          provided in Section 18 hereof. If on a given Exercise Date the number
          of shares with respect to which options are to be exercised exceeds
          the number of shares then available under the Plan, the Company shall
          make a pro rata allocation of the shares remaining available for
          purchase in as uniform a manner as shall be practicable and as it
          shall determine to be equitable.

     b)   The participant will 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 will be
          registered in the name of the participant or in the name of the
          participant and his or her spouse.

13.  Administration.
     --------------

     a)   Administrative Body. 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.

     b)   Members of the Board who are eligible Employees are permitted to
          participate in the Plan, provided that:

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        i)  Members of the Board who are eligible to participate in the Plan may
            not vote on any matter affecting the administration of the Plan or
            the grant of any option pursuant to the Plan.

       ii)  If a Committee is established to administer the Plan, no member of
            the Board who is eligible to participate in the Plan may be a member
            of the Committee.

  c)   Rule 16b-3 Limitations. Notwithstanding the provisions of Subsection (a)
       of this Section 13, in the event that Rule 16b-3 promulgated under the
       Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
       successor provision ("Rule 16b-3") provides specific requirements for the
       administrators of plans of this type, the Plan shall be only administered
       by such a body and in such a manner as shall comply with the applicable
       requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion
       concerning decisions regarding the Plan shall be afforded to any
       committee or person that is not "disinterested" as that term is used in
       Rule 16b-3.

14.    Designation of Beneficiary.
       --------------------------

       a)   The beneficiary(ies) designated by the participant to take under the
            life insurance program of the Company, or a beneficiary chosen by a
            participant is written designation to the Company of a beneficiary
            shall receive any shares and cash, if any, from the participant's
            account under the Plan in the event of such participant's death
            subsequent to an Exercise Date on which the option is exercised but
            prior to delivery to such participant of such shares and cash. In
            addition, the same beneficiary(ies) shall receive any cash from the
            participant's account under the Plan in the event of such
            participant's death prior to exercise of the option.

       b)   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 beneficiary validly designated
            under the Plan who is living at the time of such participant's
            death, the Company shall deliver such shares and/or cash to the
            executor or administrator of the estate of the participant, or if no
            such executor or administrator has been appointed (to the knowledge
            of the Company), the Company, in its discretion, may deliver such
            shares and/or cash to the spouse or to any one or more dependents or
            relatives of the participant, or if no spouse, dependent or relative
            is known to the Company, then to such other person as the Company
            may designate.

15.    Transferability.
       ---------------

       Neither payroll deductions credited to a participant's account nor any
       rights with regard to the exercise of an option or to receive shares
       under the Plan may be assigned, transferred, pledged or otherwise
       disposed of in any way (other than by will, the laws of descent and
       distribution or as provided in Section 14 hereof) by the participant. Any
       such attempt at assignment, transfer, pledge or other disposition shall
       be without effect, except that the Company may treat such act as an
       election to withdraw funds from an Offering Period in accordance with
       Section 10 hereof.

16.    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.

17.    Reports.
       -------

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

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18.    Adjustments Upon Changes in Capitalization.
       ------------------------------------------

       a)   Changes in Capitalization. Subject to any required action by the
            shareholders of the Company, the Reserves as well as the price per
            share 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 will terminate
            immediately prior to the consummation of such proposed action,
            unless otherwise provided by the Board.

       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 option under the Plan
            shall be assumed or an equivalent option shall be substituted by
            such successor corporation or a parent or subsidiary of such
            successor corporation, unless the Board determines, in the exercise
            of its sole discretion and in lieu of such assumption or
            substitution, to shorten the Offering Period then in progress by
            setting a new Exercise Date (the "New Exercise Date") or to cancel
            each outstanding right to purchase and refund all sums collected
            from participants during the Offering Period then in progress. If
            the Board shortens the Offering Period then in progress in lieu of
            assumption or substitution in the event of a merger or sale of
            assets, 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 his option has been changed to the New Exercise
            Date and that his option will be exercised automatically on the New
            Exercise Date, unless prior to such date he has withdrawn from the
            Offering Period as provided in Section 10 hereof. For purposes of
            this paragraph, an option granted under the Plan shall be deemed to
            be assumed if, following the sale of assets or merger, the option
            confers the right to purchase, for each share of option stock
            subject to the option immediately prior to the sale of assets or
            merger, the consideration (whether stock, cash or other securities
            or property) received in the sale of assets or merger by holders of
            Common Stock for each share of Common Stock held on the effective
            date of the transaction (and if such holders were offered a choice
            of consideration, the type of consideration chosen by the holders of
            a majority of the outstanding shares of Common Stock); provided,
            however, that if such consideration received in the sale of assets
            or merger was not solely common stock of the successor corporation
            or its parent (as defined in Section 424(e) of the Code), the Board
            may, with the consent of the successor corporation and the
            participant, provide for the consideration to be received upon
            exercise of the option to be solely common stock of the successor
            corporation or its parent equal in fair market value to the per
            share consideration received by holders of Common Stock and the sale
            of assets or merger.

       d)   The Board may, if it so determines in the exercise of its sole
            discretion, also make provision for adjusting the Reserves, as well
            as the price per share of Common Stock covered by each outstanding
            option, in the event the Company effects one or more
            reorganizations, recapitalization, rights offerings or other
            increases or reductions of shares of its outstanding Common Stock,
            and in the event of the Company being consolidated with or merged
            into any other corporation.

19.    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 18
            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 Plan is in the best interests of the Company and
            its shareholders. Except as provided in Section 18 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 Rule 16b-3 or under Section 423 of the Code
            (or any successor rule or provision or any other applicable law or
            regulation), 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

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            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.

20.    Notices.
       -------

       All notices or other communications by a participant to the Company under
       or 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.

21.    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, the rules and
       regulations promulgated thereunder, and the requirements of any stock
       exchange upon which the shares may then be listed, and shall be further
       subject to the approval of counsel for the Company with respect to such
       compliance.

       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 being purchased only for investment and
       without any present intention 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.

22.    Term of Plan.
       ------------

       The Plan shall become effective upon the earlier to occur of its adoption
       by the Board of Directors or its approval by the shareholders of the
       Company. It shall continue in effect for a term of ten (10) years unless
       sooner terminated under Section 19 hereof.

23.    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 Exchange Act
       shall comply with the applicable provisions of Rule 16b-3. 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 exchange Act with
       respect to Plan transactions.

                                     Page 7