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                                                                   EXHIBIT 10.17


                           CTI MOLECULAR IMAGING, INC.

                        2002 EMPLOYEE STOCK PURCHASE PLAN

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                           CTI MOLECULAR IMAGING, INC.
                        2002 EMPLOYEE STOCK PURCHASE PLAN

                                TABLE OF CONTENTS
<TABLE>
<S>      <C>                                                                                         <C>
ARTICLE I - BACKGROUND...............................................................................1

         1.1  Establishment of the Plan..............................................................1
         1.2  Applicability of the Plan..............................................................1
         1.3  Purpose................................................................................1

ARTICLE II - DEFINITIONS.............................................................................1

         2.1    Administrator........................................................................1
         2.2    Board................................................................................1
         2.3    Code.................................................................................1
         2.4    Committee............................................................................1
         2.5    Common Stock.........................................................................2
         2.6    Compensation.........................................................................2
         2.7    Contribution Account.................................................................2
         2.8    Company..............................................................................2
         2.9    Direct Registration System...........................................................2
         2.10  Effective Date........................................................................2
         2.11  Eligible Employee.....................................................................2
         2.12  Employee..............................................................................2
         2.13  Employer..............................................................................2
         2.14  Fair Market Value.....................................................................3
         2.15  Offering Date.........................................................................3
         2.16  Offering Period.......................................................................3
         2.17  Option................................................................................3
         2.18  Participant...........................................................................3
         2.19  Plan..................................................................................3
         2.20  Purchase Date.........................................................................3
         2.21  Purchase Price........................................................................3
         2.22  Request Form..........................................................................3
         2.23  Stock Account.........................................................................4
         2.24  Subsidiary............................................................................4
         2.25  Trading Date..........................................................................4

ARTICLE III - ELIGIBILITY AND PARTICIPATION..........................................................4

         3.1  Eligibility............................................................................4
         3.2  Participation..........................................................................4
         3.3  Leave of Absence.......................................................................5
</TABLE>

<PAGE>

<TABLE>
<S>      <C>                                                                                         <C>
ARTICLE IV - STOCK AVAILABLE.........................................................................6

         4.1  In General.............................................................................6
         4.2  Adjustment in Event of Changes in Capitalization.......................................6
         4.3  Dissolution or Liquidation.............................................................6
         4.4  Merger or Asset Sale...................................................................7

ARTICLE V. - OPTION PROVISIONS.......................................................................7

         5.1  Purchase Price.........................................................................7
         5.2  Calendar Year $25,000 Limit............................................................7
         5.3  Offering Period Limit..................................................................7

ARTICLE VI - PURCHASING COMMON STOCK.................................................................8

         6.1  Participant's Contribution and Stock Accounts..........................................8
         6.2  Payroll Deductions, Dividends..........................................................8
         6.3  Discontinuance.........................................................................9
         6.4  Leave of Absence; Transfer of Ineligible Status........................................9
         6.5  Automatic Exercise.....................................................................9
         6.6  Listing, Registration, and Qualification of Shares.....................................10

ARTICLE VII - WITHDRAWALS, DISTRIBUTIONS.............................................................10

         7.1  Discontinuance of Deductions; Leave of Absence; Transfer to Ineligible Status..........10
         7.2  In-Service Withdrawals.................................................................10
         7.3  Termination of Employment for Reasons Other Than Death.................................11
         7.4  Death..................................................................................11
         7.5  Registration...........................................................................11

ARTICLE VIII - AMENDMENT AND TERMINATION.............................................................11

         8.1  Amendment..............................................................................11
         8.2  Termination............................................................................12

ARTICLE IX - MISCELLANEOUS...........................................................................12

         9.1  Employment Rights......................................................................12
         9.2  Tax Withholding........................................................................12
         9.3  Rights Not Transferable................................................................12
         9.4  No Repurchase of Stock by Company......................................................13
         9.5  Governing Law..........................................................................13
</TABLE>

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                           CTI MOLECULAR IMAGING, INC.
                        2002 EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I
                                   BACKGROUND

         1.1      ESTABLISHMENT OF THE PLAN. CTI Molecular Imaging, Inc. (the
"Company") hereby establishes a stock purchase plan to be known as the "CTI
Molecular Imaging, Inc. 2002 Employee Stock Purchase Plan" (the "Plan"), as set
forth in this document. The Plan is intended to be a qualified employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended, and the regulations and rulings thereunder.

         1.2      APPLICABILITY OF THE PLAN. The provisions of this Plan are
applicable only to certain individuals who, on or after the Effective Date (as
defined herein), are employees of the Company and its Subsidiaries participating
in the Plan. The Committee shall indicate from time to time which of its
Subsidiaries, if any, are participating in the Plan.

         1.3      PURPOSE. The purpose of the Plan is to enhance the proprietary
interest among the employees of the Company and its participating subsidiaries
through ownership of Common Stock of the Company.

                                   ARTICLE II
                                   DEFINITIONS

         Whenever capitalized in this document, the following terms shall have
the respective meanings set forth below.

         2.1      ADMINISTRATOR. Administrator shall mean the person or persons
(who may be officers or employees of the Company) selected by the Committee to
operate the Plan, perform day-to-day administration of the Plan, and maintain
records of the Plan.

         2.2      BOARD. Board shall mean the Board of Directors of the Company.

         2.3      CODE. Code shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations thereunder.

         2.4      COMMITTEE. Committee shall mean a committee which consists of
members of the Board and which has been designated by the Board to have the
general responsibility for the administration of the Plan. Unless otherwise
designated by the Board, the Compensation Committee of the Board of Directors of
the Company shall serve as the Committee administering the Plan. Subject to the
express provisions of the Plan, the Committee shall have plenary authority in
its sole and absolute discretion to
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interpret and construe any and all provisions of the Plan, to adopt rules and
regulations for administering the Plan, and to make all other determinations
necessary or advisable for administering the Plan. The Committee's
determinations on the foregoing matters shall be conclusive and binding upon all
persons.

         2.5      COMMON STOCK. Common Stock shall mean the common stock, par
value $0.01, of the Company.

         2.6      COMPENSATION. Compensation shall mean, for any Participant,
for any Offering Period, the Participant's gross base wages for the respective
period, subject to appropriate adjustments that would exclude items such as
bonuses, overtime pay, non-cash compensation and reimbursement of moving,
travel, trade or business expenses.

         2.7      CONTRIBUTION ACCOUNT. Contribution Account shall mean the
bookkeeping account established by the Administrator on behalf of each
Participant, which shall be credited with the amounts deducted from the
Participant's Compensation pursuant to Section 3.2(a) or Article VI. The
Administrator shall establish a separate Contribution Account for each
Participant for each Offering Period.

         2.8      COMPANY. Company shall mean CTI Molecular Imaging, Inc., or
its successor in interest.

         2.9      DIRECT REGISTRATION SYSTEM. Direct Registration System shall
mean a direct registration system approved by the Securities and Exchange
Commission and by the Nasdaq National Market or any securities exchange on which
the Common Stock is then listed, whereby shares of Common Stock may be
registered in the holder's name in book-entry form on the books of the Company.

         2.10     EFFECTIVE DATE. Effective Date shall mean the commencement
date of the initial public offering of the Common Stock pursuant to an effective
registration statement filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

         2.11     ELIGIBLE EMPLOYEE. An Employee eligible to participate in the
Plan pursuant to Section 3.1.

         2.12     EMPLOYEE. Employee shall mean an individual employed by an
Employer who meets the employment relationship described in Treasury Regulation
Sections 1.423-2(b) and Section 1.421-7(h).

         2.13     EMPLOYER. Employer shall mean the Company and any Subsidiary
designated from time to time by the Board or the Committee as an employer
participating in the Plan.


                                      -2-
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         2.14     FAIR MARKET VALUE. Fair Market Value of a share of Common
Stock, as of any designated date other than the first day of the initial
Offering Period, shall mean the closing sales price of the Common Stock on the
Nasdaq National Market on such date or on the last previous date on which such
stock was traded, or with respect to the initial Offering Period, shall mean the
price established by the pricing committee of the Board of Directors as the
price at which shares of Common Stock shall be sold by the Company to the public
in the Company's initial public offering.

         2.15     OFFERING DATE. Offering Date shall mean the first Trading Date
of each Offering Period.

         2.16     OFFERING PERIOD. Offering Period shall mean the period of time
during which offers to purchase Common Stock are outstanding under the Plan. The
Committee shall determine the length of each Offering Period, which need not be
uniform; provided that no Offering Period shall exceed twenty-four (24) months
in length. Until specified otherwise by the Committee, the Offering Periods will
be the 6-month periods beginning January 1 and July 1 of each year, but the
initial Offering Period shall be the period beginning on the Effective Date and
ending on December 31, 2002. No voluntary payroll deductions shall be solicited
until after the effective date of a registration statement on Form S-8 filed
under the Securities Act of 1933, as amended, covering the shares to be issued
under the Plan.

         2.17     OPTION. Option shall mean the option to purchase Common Stock
granted under the Plan on each Offering Date.

         2.18     PARTICIPANT. Participant shall mean any Eligible Employee who
has who has not withdrawn from the first Offering Period pursuant to Section
3.2(a) or who has elected to participate in the Plan under Section 3.2(b).

         2.19     PLAN. Plan shall mean the CTI Molecular Imaging, Inc. 2002
Employee Stock Purchase Plan, as amended and in effect from time to time.

         2.20     PURCHASE DATE. Purchase Date shall mean the last Trading Date
of each Offering Period.

         2.21     PURCHASE PRICE. Purchase Price shall mean the purchase price
of Common Stock determined under Section 5.1.

         2.22     REQUEST FORM. Request Form shall mean an Employee's
authorization either in writing on a form approved by the Administrator or
through electronic communication approved by the Administrator which specifies
the Employee's payroll deduction in accordance with Section 6.2, and contains
such other terms and provisions as may be required by the Administrator.


                                      -3-
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         2.23     STOCK ACCOUNT. Stock Account shall mean the account
established by the Administrator on behalf of each Participant, which shall be
credited with shares of Common Stock purchased pursuant to the Plan and
dividends thereon (which may be reinvested in shares of Common Stock), until
such shares are distributed in accordance with Article VII of the Plan.

         2.24     SUBSIDIARY. Subsidiary shall mean any present or future
corporation which is a "subsidiary corporation" of the Company as defined in
Code Section 424(f).

         2.25     TRADING DATE. Trading Date shall mean a date on which shares
of Common Stock are traded on the Nasdaq National Market.

         Except when otherwise indicated by the context, the definition of any
term herein in the singular may also include the plural.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         3.1      ELIGIBILITY. Each Employee who is an Employee regularly
scheduled to work at least 20 hours each week and at least five months each
calendar year shall be eligible to participate in the Plan as of the later of:

         (a)      the Offering Date immediately following the Employee's last
date of hire by an Employer; or

         (b)      the Effective Date.

         On each Offering Date, Options will automatically be granted to all
Employees then eligible to participate in the Plan; provided, however, that no
Employee shall be granted an Option for an Offering Period if, immediately after
the grant, the Employee would own stock, and/or hold outstanding options to
purchase stock, possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or any Subsidiary.
For purposes of this Section, the attribution rules of Code Section 424(d) shall
apply in determining stock ownership of any Employee. If an Employee is granted
an Option for an Offering Period and such Employee does not participate in the
Plan for such Offering Period, such Option will be deemed never to have been
granted for purposes of applying the $25,000 annual limitation described in
Section 5.2.

         3.2      PARTICIPATION.

         (a)      Special Procedure for First Offering Period. Due to
restrictions under applicable securities laws, the Company is unable to solicit
voluntary participation in the Plan prior to the filing with the Securities and
Exchange Commission of a registration statement on Form S-8 with respect to the
Plan, which the Company is not eligible to do


                                      -4-
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prior to the Effective Date. Therefore, a one-time special arrangement for
participation in the Plan will apply with respect to the first Offering Period
(i.e., the Offering Period beginning on the Effective Date). As provided in
Section 3.1, on the Effective Date, all Eligible Employees shall be granted an
Option for the first Offering Period. Unless an Employee notifies the
Administrator that he or she desires to withdraw from participation in the Plan
for such first Offering Period pursuant to Section 6.3, or unless he or she has
chosen a different level of participation in accordance with the last sentence
of this Section 3.2(a), the Company will automatically deduct five percent (5%)
of the Participant's Compensation on the last Trading Date prior to the Purchase
Date for the first Offering Period, which amount will be transferred to the
Participant's Contribution Account and used to purchase shares of Common Stock
for the Participant on the first Purchase Date, in accordance with Section 6.5
below. The Administrator shall notify all Participants in writing at least 30
days prior to the first Purchase Date of their right to withdraw from
participation prior to such Purchase Date and thereby avoid the automatic
one-time five percent (5%) payroll deduction. The Company intends to file a
registration statement on Form S-8 promptly after the Effective Date. If and
when such registration statement becomes effective, the Administrator may give
Participants the alternative of authorizing regular payroll deductions during
the first Offering Period, subject to the limits and procedures described in
Article VI, in lieu of the automatic procedure described above.

         (b)      Procedure for Subsequent Offering Periods. For all Offering
Periods after the first Offering Period, an Eligible Employee having been
granted an Option under Section 3.1 may submit a Request Form to the
Administrator to participate in the Plan for such Offering Period. The Request
Form shall authorize a regular payroll deduction from the Employee's
Compensation for the Offering Period, subject to the limits and procedures
described in Article VI. A Participant's Request Form authorizing a regular
payroll deduction shall remain effective from Offering Period to Offering Period
until amended or canceled under Section 6.3.

         3.3      LEAVE OF ABSENCE. For purposes of Section 3.1, an individual
on a leave of absence from an Employer shall be deemed to be an Employee for the
first 90 days of such leave, or for such longer period of time that his or her
entitlement to return to work is protected by statute or agreement with the
Employer, if applicable. For purposes of this Plan, such individual's employment
with the Employer shall be deemed to terminate at the close of business on the
90th day of the leave, unless the individual has returned to regular employment
with an Employer before the close of business on such 90th day or his
entitlement to return to work is protected by statute or agreement with the
employer. Termination of any individual's leave of absence by an Employer, other
than on account of a return to employment with an Employer, shall be deemed to
terminate an individual's employment with the Employer for all purposes of the
Plan.


                                      -5-
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                                   ARTICLE IV
                                 STOCK AVAILABLE

         4.1      IN GENERAL. Subject to the adjustments in Sections 4.2 and
4.3, an aggregate of 600,000 shares of Common Stock (such number is prior to
giving effect to any adjustment to the Company's capital structure in connection
with the Company's anticipated initial public offering), plus an annual increase
to be added on the last day of the Company's fiscal year in each year, beginning
in 2003 and ending in 2012, equal to the lesser of (i) 800,000 shares (such
number is prior to giving effect to any adjustment to the Company's capital
structure in connection with the Company's anticipated initial public offering),
or (ii) the number of shares necessary to bring the total number of shares
available for future grants under the Plan to 2.0% of the fully diluted shares
of Common Stock outstanding on such date (i.e., that number of shares determined
by the Company as of such date for calculating diluted earnings per share), or
(iii) such lesser as may be determined by the Board, shall be available for
purchase by Participants pursuant to the provisions of the Plan. These shares
may be authorized and unissued shares or may be shares issued and subsequently
acquired by the Company. If an Option under the Plan expires or terminates for
any reason without having been exercised in whole or part, the shares subject to
such Option that are not purchased shall again be available for subsequent
Option grants under the Plan. If the total number of shares of Common Stock for
which Options are exercised on any Purchase Date exceeds the maximum number of
shares then available under the Plan, the Committee shall make a pro rata
allocation of the shares available in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable; and the balance of the
cash credited to Participants' Contribution Accounts shall be distributed to the
Participants as soon as practicable.

         4.2      ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the event
of a stock dividend, stock split or combination of shares, recapitalization or
other change in the Company's capitalization, or other distribution with respect
to holders of the Company's Common Stock other than normal cash dividends, an
automatic adjustment shall be made in the number and kind of shares as to which
outstanding Options or portions thereof then unexercised shall be exercisable
and in the available shares set forth in Section 4.1, so that the proportionate
interest of the Participants shall be maintained as before the occurrence of
such event; provided, however, that in no event shall any adjustment be made
that would cause any Option to fail to qualify as an option pursuant to an
employee stock purchase plan within the meaning of Section 423 of the Code.

         4.3      DISSOLUTION OR LIQUIDATION. In the event of a proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Purchase Date (the "New Purchase Date"), and
shall terminate immediately prior to the consummation of the dissolution or
liquidation, unless otherwise provided by the Committee. The Company shall
notify each Participant, at least ten (10) business days prior to the New
Purchase Date, that the next Purchase Date has been changed to the New Purchase
Date and that the Participant's Option shall be exercised automatically on


                                      -6-
<PAGE>

the New Purchase Date, unless the Participant has withdrawn from the Offering
Period, as provided in Section 6.3 hereof, prior to the New Purchase Date.

         4.4      MERGER OR ASSET SALE. In the event of a reorganization,
merger, or consolidation of the Company with one or more corporations in which
the Company is not the surviving corporation (or survives as a direct or
indirect subsidiary of other such other constituent corporation or its parent),
or upon a sale of substantially all of the property or stock of the Company to
another corporation, then, in the discretion of the Board or the Committee, (i)
each outstanding Option shall be assumed, or an equivalent option substituted,
by the successor corporation or its parent, or (ii) the Offering Period then in
progress shall be shortened by setting a New Purchase Date, which shall be
before the date of the proposed transaction. If the Committee sets a New
Purchase Date, the Company shall notify each Participant, at least ten (10)
business days prior to the New Purchase Date, that the Purchase Date has been
changed to the New Purchase Date and that the Participant's Option shall be
exercised automatically on the New Purchase Date, unless the Participant has
withdrawn from the Offering Period, as provided in Section 6.3 hereof, prior to
the New Purchase Date. In lieu of the foregoing, the Committee may terminate the
Plan in accordance with Section 8.2.

                                    ARTICLE V
                                OPTION PROVISIONS

         5.1      PURCHASE PRICE. The Purchase Price of a share of Common Stock
purchased for a Participant pursuant to each exercise of an Option shall be the
lesser of:

         (a)      85 percent of the Fair Market Value of a share of Common Stock
on the Offering Date; or

         (b)      85 percent of the Fair Market Value of a share of Common Stock
on the Purchase Date.

         5.2      CALENDAR YEAR $25,000 LIMIT. Notwithstanding anything else
contained herein, no Employee may be granted an Option for any Offering Period
which permits such Employee's rights to purchase Common Stock under this Plan
and any other qualified employee stock purchase plan (within the meaning of Code
Section 423) of the Company and its Subsidiaries to accrue at a rate which
exceeds $25,000 of Fair Market Value of such Common Stock for each calendar year
in which an Option is outstanding at any time. For purposes of this Section,
Fair Market Value shall be determined as of the Offering Date.

         5.3      OFFERING PERIOD LIMIT. Notwithstanding anything else contained
herein, the maximum number of shares of Common Stock that an Eligible Employee
may purchase in any Offering Period is 25,000 shares.


                                      -7-
<PAGE>

                                   ARTICLE VI
                             PURCHASING COMMON STOCK

         6.1      PARTICIPANT'S CONTRIBUTION AND STOCK ACCOUNTS. The
Administrator shall establish a book account in the name of each Participant for
each Offering Period, which shall be the Participant's Contribution Account. As
discussed in Section 6.2 below, a Participant's payroll deductions shall be
credited to the Participant's Contribution Account, without interest, until such
cash is withdrawn, distributed, or used to purchase Common Stock as described
below.

         During such time, if any, as the Company participates in a Direct
Registration System, shares of Common Stock acquired upon exercise of an Option
shall be directly registered in the name of the Participant. If the Company does
not participate in a Direct Registration System, then until distribution is
requested by a Participant pursuant to Article VII, (i) stock certificates
evidencing the Participant's shares of Common Stock acquired upon exercise of an
Option shall be held by the Company as the nominee for the Participant, or (ii)
such stock shall be held in book-entry form in an account established on behalf
of the Participant with a third-party brokerage firm, as described below. These
shares shall be credited to the Participant's Stock Account. Shares shall be
held by the Company or such brokerage firm as nominee for Participants solely as
a matter of convenience. A Participant shall have all ownership rights as to the
shares credited to his or her Stock Account, and the Company shall have no
ownership or other rights of any kind with respect to any such certificates or
the shares represented thereby. The Company may enter into an arrangement with
one or more third-party brokerage firms to administer the Stock Accounts of
Participants.

         All cash received or held by the Company under the Plan may be used by
the Company for any corporate purpose. The Company shall not be obligated to
segregate any assets held under the Plan.

         6.2      PAYROLL DEDUCTIONS; DIVIDENDS.

         (a)      Payroll Deductions. By submitting a Request Form at any time
before an Offering Period in accordance with rules adopted by the Committee, or
during the first Offering Period, if permitted by the Administrator in
accordance with the last sentence of Section 3.2(a), an Eligible Employee may
authorize a payroll deduction to purchase Common Stock under the Plan for the
Offering Period. The payroll deduction shall be effective on the first pay
period during the Offering Period commencing after receipt of the Request Form
by the Administrator. The payroll deduction shall be in any whole dollar amount
or percentage up to a maximum of twenty-five percent (25%) of such Employee's
Compensation payable each pay period, and at any other time an element of
Compensation is payable. A Participant's payroll deduction shall not be less
than one percent (1%) of such Employee's Compensation payable each payroll
period.


                                      -8-
<PAGE>

         (b)      Dividends. Cash or stock dividends paid on Common Stock which
is credited to a Participant's Stock Account as of the dividend payment date
may, at the election of the Company, be automatically reinvested in shares of
Common Stock and credited to the Participant's Stock Account or paid or
distributed to the Participant as soon as practicable.

         6.3      DISCONTINUANCE. A Participant may discontinue participation in
an Offering Period or discontinue his or her payroll deductions for an Offering
Period by filing a new Request Form with the Administrator. This discontinuance
shall be effective on the first pay period commencing at least 15 days after
receipt of the Request Form by the Administrator. A Participant who discontinues
his or her participation or payroll deductions for an Offering Period may not
resume participation in the Plan until the following Offering Period.

         Any amount held in the Participant's Contribution Account for an
Offering Period after the effective date of the discontinuance of his or her
payroll deductions will either be refunded or used to purchase Common Stock, as
provided in Section 7.1.

         6.4      LEAVE OF ABSENCE; TRANSFER TO INELIGIBLE STATUS. If a
Participant either begins a leave of absence, is transferred to employment with
a Subsidiary not participating in the Plan, or remains employed with an Employer
but is no longer eligible to participate in the Plan, the Participant shall
cease to be eligible for payroll deductions to his or her Contribution Account
pursuant to Section 6.2. The cash standing to the credit of the Participant's
Contribution Account shall become subject to the provisions of Section 7.1.

         If the Participant returns from the leave of absence before being
deemed to have ceased employment with the Employer under Section 3.3, or again
becomes eligible to participate in the Plan, the Request Form, if any, in effect
immediately before the leave of absence or disqualifying change in employment
status shall be deemed void and the Participant must again complete a new
Request Form to resume participation in the Plan.

         6.5      AUTOMATIC EXERCISE. Unless the cash credited to a
Participant's Contribution Account is withdrawn or distributed as provided in
Article VII, his or her Option shall be deemed to have been exercised
automatically on each Purchase Date, for the purchase of the number of full and
fractional shares of Common Stock which the cash credited to his or her
Contribution Account at that time will purchase at the Purchase Price. Any other
cash balance remaining in the Participant's Contribution Account at the end of
an Offering Period shall be refunded to the Participant, without interest. The
amount of cash that may be used to purchase shares of Common Stock may not
exceed the Compensation restrictions set forth in Section 6.2 or the applicable
limitations of Sections 5.2 or 5.3.

         If the cash credited to a Participant's Contribution Account on the
Purchase Date exceeds the applicable Compensation restrictions of Section 6.2 or
exceeds the amount


                                      -9-
<PAGE>

necessary to purchase the maximum number of shares of Common Stock available
during the Offering Period under the applicable limitations of Section 5.2 or
Section 5.3, such excess cash shall be refunded to the Participant, without
interest. The excess cash may not be used to purchase shares of Common Stock nor
retained in the Participant's Contribution Account for a future Offering Period.

         Each Participant shall receive a statement on not less than an annual
basis indicating the number of shares credited to his or her Stock Account, if
any, under the Plan.

         6.6      LISTING, REGISTRATION, AND QUALIFICATION OF SHARES. The
granting of Options for, and the sale and delivery of, Common Stock under the
Plan shall be subject to the effecting by the Company of any listing,
registration, or qualification of the shares subject to that Option upon any
securities exchange or under any federal or state law, or the obtaining of the
consent or approval of any governmental regulatory body deemed necessary or
desirable for the issuance or purchase of the shares covered.

                                   ARTICLE VII
                           WITHDRAWALS; DISTRIBUTIONS

         7.1      DISCONTINUANCE OF DEDUCTIONS; LEAVE OF ABSENCE; TRANSFER TO
INELIGIBLE STATUS. In the event of a Participant's complete discontinuance of
participation or payroll deductions under Section 6.3 or a Participant's leave
of absence or transfer to an ineligible status under Section 6.4, the cash
balance then standing to the credit of the Participant's Contribution Account
shall, at the election of the Participant, be--

         (a)      returned to the Participant, in cash, without interest, as
soon as practicable, upon the Participant's written request received by the
Administrator at least 30 days before the next Purchase Date; or

         (b)      if the Participant so requests or, in the absence of timely
instruction from the Participant of a desire to receive cash under (a) above,
held under the Plan and used to purchase Common Stock for the Participant under
the automatic exercise provisions of Section 6.5.

         7.2      IN-SERVICE WITHDRAWALS. During such time, if any, as the
Company participates in a Direct Registration System, shares of Common Stock
acquired upon exercise of an Option may be directly registered in the name of
the Participant and the Participant may withdraw certificates in accordance with
the applicable terms and conditions of such Direct Registration System. If the
Company does not participate in a Direct Registration System, a Participant may,
while an Employee of the Company or any Subsidiary, withdraw certificates for
some or all of the shares of Common Stock credited to his or her Stock Account
at any time, upon 30 days' written notice to the Administrator. If a Participant
requests a distribution of only a portion of the shares of Common Stock credited
to his or her Stock Account, the Administrator will distribute the


                                      -10-
<PAGE>

oldest securities held in the Participant's Stock Account first, using a first
in-first out methodology. The Administrator may at any time distribute
certificates for some or all of the shares of Common Stock credited to a
Participant's Stock Account, whether or not the Participant so requests.

         7.3      TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH. If a
Participant terminates employment with the Company and the Subsidiaries for
reasons other than death, the cash balance in the Participant's Contribution
Account shall be returned to the Participant in cash, without interest, as soon
as practicable. Certificates for the shares of Common Stock credited to his or
her Stock Account shall be distributed to the Participant as soon as
practicable, unless the Company then participates in a Direct Registration
System, in which case, the Participant shall be entitled to evidence of
ownership of such shares in such form as the terms and conditions of such Direct
Registration System permit.

         7.4      DEATH. In the event a Participant dies, the cash balance in
his or her Contribution Account shall be distributed to the Participant's
estate, in cash, without interest, as soon as practicable. Certificates for the
shares of Common Stock credited to the Participant's Stock Account shall be
distributed to the estate as soon as practicable, unless the Company then
participates in a Direct Registration System, in which case, the estate shall be
entitled to evidence of ownership of such shares in such form as the terms and
conditions of such Direct Registration System permit.

         7.5      REGISTRATION. Whether represented in certificate form or by
direct registration pursuant to a Direct Registration System, shares of Common
Stock acquired upon exercise of an Option shall be directly registered in the
name of the Participant or, if the Participant so indicates on the Request Form,
(a) in the Participant's name jointly with a member of the Participant's family,
with the right of survivorship, (b) in the name of a custodian for the
Participant (in the event the Participant is under a legal disability to have
stock issued in the Participant's name), (c) in a manner giving effect to the
status of such shares as community property, or (d) in street name for the
benefit of any of the above with a broker designated by the Participant. No
other names may be included in the Common Stock registration. The Company shall
pay all issue or transfer taxes with respect to the issuance or transfer of
shares of such Common Stock, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer.

                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

         8.1      AMENDMENT. The Committee shall have the right to amend or
modify the Plan, in full or in part, at any time and from time to time;
provided, however, that no amendment or modification shall:


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<PAGE>

         (a)      affect any right or obligation with respect to any grant
previously made, unless required by law, or

         (b)      unless previously approved by the stockholders of the Company,
where such approval is necessary to satisfy federal securities laws, the Code,
or rules of any stock exchange on which the Company's Common Stock is listed:

                  (1)      in any manner materially affect the eligibility
         requirements set forth in Sections 3.1 and 3.3, or change the
         definition of Employer as set forth in Section 2.13, or

                  (2)      increase the number of shares of Common Stock subject
         to any options issued to Participants (except as provided in Sections
         4.2 and 4.3).

         8.2      TERMINATION. The Plan will continue into effect for a term of
ten years from the Effective Date unless earlier terminated by the Committee.
The Committee may terminate the Plan at any time in its sole and absolute
discretion. The Plan shall be terminated by the Committee if at any time the
number of shares of Common Stock authorized for purposes of the Plan is not
sufficient to meet all purchase requirements, except as specified in Section
4.1.

         Upon termination of the Plan, the Administrator shall give notice
thereof to Participants and shall terminate all payroll deductions. Cash
balances then credited to Participants' Contribution Accounts shall be
distributed as soon as practicable, without interest.

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.1      EMPLOYMENT RIGHTS. Neither the establishment of the Plan, nor
the grant of any Options thereunder, nor the exercise thereof shall be deemed to
give to any Employee the right to be retained in the employ of the Company or
any Subsidiary or to interfere with the right of the Company or any Subsidiary
to discharge any Employee or otherwise modify the employment relationship at any
time.

         9.2      TAX WITHHOLDING. The Administrator may make appropriate
provisions for withholding of federal, state, and local income taxes, and any
other taxes, from a Participant's Compensation to the extent the Administrator
deems such withholding to be legally required.

         9.3      RIGHTS NOT TRANSFERABLE. Rights and Options granted under this
Plan are not transferable by the Participant other than by will or by the laws
of descent and distribution and are exercisable only by the Participant during
his or her lifetime.


                                      -12-
<PAGE>

         9.4      NO REPURCHASE OF STOCK BY COMPANY. The Company is under no
obligation to repurchase from any Participant any shares of Common Stock
acquired under the Plan.

         9.5      GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware except to the extent such laws
are preempted by the laws of the United States.

                           * * * * * * * * * * * * * *

         The foregoing is hereby acknowledged as being the CTI Molecular
Imaging, Inc. 2002 Employee Stock Purchase Plan as adopted by the Board of
Directors of CTI, Inc., the predecessor of the Company, on March 28, 2002. The
Plan was assumed by the Company and ratified by the Board of Directors of the
Company on May 21, 2002 and was approved by the stockholders of the Company on
May 23, 2002.

                                      CTI Molecular Imaging, Inc.


                                      By:      /s/ Terry D. Douglass
                                         ---------------------------------------
                                      Its:     President
                                          --------------------------------------


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