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                             CHANGEPOINT CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

1.       DEFINITIONS

"Code" means the U.S. Internal Revenue Code of 1986, as amended or succeeded
by later legislative enactments.

"Committee" means the Committee provided for in Section 4, which shall
administer this ESPP.

"Common Shares" means common shares of Changepoint Corporation.

"Company" means Changepoint Corporation, and its Subsidiaries.

"Compensation" means a Participant's base salary plus any amounts payable on
account of overtime, shift premium, incentive compensation, bonuses and
commissions.

"ESPP" means this Changepoint Corporation Employee Stock Purchase Plan.

"Fair Market Value" of the Common Shares as of any day means the weighted
average trading price of the Shares in the period of five trading days
immediately preceding such day on the quotation system or stock exchange on
which the greatest volume of trading of Common Shares in that period has
occurred. The Committee, in its sole discretion, shall make all
determinations required by this definition.

"Participant" means an employee of the Company who, at all relevant times, is
and has been treated as an employee by the Company for all purposes and is
regularly scheduled to work a minimum of 20 hours per week and a minimum of
five months in a calendar year.

"Purchase Period" means a six month period commencing on January 1 or July 1
of any calendar year, except that the first Purchase Period shall commence on
the date that Changepoint Corporation completes an initial public offering of
its Common Shares and shall end on August 31, 2000, and the second Purchase
Period shall commence on September 1,2000 and end on December 31, 2000.

"Subsidiary" means any corporation in which the Company or a Subsidiary owns,
directly or indirectly, 50% or more of the voting shares, and which
corporation has been designated by the Committee, in its sole discretion, as
a corporation the employees of which shall be eligible to participate in the
ESPP.

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2.       PURPOSE

The purpose of this ESPP is to enable Participants to acquire a larger
personal proprietary interest in Changepoint Corporation, and to encourage
Participants to remain in the employ of the Company and have a personal
interest in the success of the Company. This ESPP is intended to qualify as
an "employee stock purchase plan" within the meaning of Section 423 of the
Code, and shall be interpreted and administered to further that intent.

This ESPP is intended to provide Common Shares for investment and not for
resale. The Company does not, however, intend to restrict or influence the
conduct of any Participant's affairs. A Participant, therefore, may sell
Common Shares that are purchased under this ESPP at any time, subject to
compliance with any applicable federal or state tax and securities laws. THE
EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE
SHARES.

3.       GOVERNMENTAL REGULATIONS

The Company's obligation to sell and deliver the Common Shares under this
ESPP is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares, including
the U.S. Securities and Exchange Commission, the securities administrators of
the jurisdictions in which Participants reside, and the U.S. Internal Revenue
Service.

4.       ADMINISTRATION

This ESPP shall be administered by the Compensation Committee of the Board of
Directors of Changepoint Corporation. The Compensation Committee shall have
plenary authority, in its discretion, to interpret the ESPP, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable for the administration of the ESPP. The
Committee's determinations of the matters referred to in this Section 4 shall
be conclusive. It is the intention of the Company and the Committee that this
ESPP and the administration hereof comply in all respects with Section 16(b)
of the U.S. Securities Exchange Act of 1934 and Section 423(b) of the Code,
and applicable Canadian provincial securities legislation.

5.       STOCK SUBJECT TO THE ESPP

There are reserved for issuance under this ESPP 1,000,000 Common Shares which
may be purchased by Participants pursuant to this ESPP, subject to adjustment
as provided in Section 15.

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6.       PURCHASE PERIODS

This ESPP will be administered based on semi-annual Purchase Periods
commencing January 1 or July 1, except that the first Purchase Period shall
commence on the date that Changepoint Corporation completes an initial public
offering of its Common Shares and shall end on August 31, 2000, and the
second Purchase Period shall commence on September 1,2000 and end on December
31, 2000.

7.       PAYROLL DEDUCTIONS

Any person who is properly enrolled as a Participant at the beginning of a
Purchase Period may elect, in accordance with procedures prescribed by the
Committee, to have the Company deduct a specified integer number percentage
of the Participant's Compensation for the purchase of Common Shares pursuant
to the ESPP.

The maximum rate of deduction that a Participant may elect for any Purchase
Period is 15% of the aggregate gross Compensation which the Participant would
otherwise receive during such Purchase Period. An amount equal to the elected
percentage of the Participant's Compensation shall be deducted on each
regular payday falling within the Purchase Period. All amounts will be
deducted from a Participant's Compensation on an after-tax basis. No interest
will be paid on payroll deductions accumulated under this ESPP.

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.

A Participant may, at any time during a Purchase Period, upon 30 days' prior
written notice to the Company or such shorter period as the Company may agree
to, stop any further deductions from the Participant's Compensation for the
purchase of Common Shares pursuant to the ESPP. A Participant that stops
payroll deductions in any Purchase Period in accordance with the foregoing
may not elect to participate further in the ESPP until the next Purchase
Period except with the written consent of the Company.

Subject to the approval of the Committee, a Participant may change the rate
of his or her payroll deductions during a Purchase Period by completing and
filing with the Company a new authorization for payroll deduction. The change
in rate shall be effective as soon as administratively feasible following the
Company's receipt of the new authorization.

A Participant who is enrolled in this ESPP at the end of a Purchase Period
will, unless the Participant gives notice of his or her intent to withdraw
from the ESPP, automatically be enrolled as a Participant in the subsequent
Purchase Period.

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8.       PURCHASE OF COMMON STOCK

On the first business day following the end of a Purchase Period (the
"Purchase Date"), a Participant's accumulated payroll deductions will,
subject to the limitations of Section 9 and the termination provisions of
Section 14, be applied toward the purchase of Common Shares at a purchase
price equal to the lesser of:

         (a)      85% of the Fair Market Value for the Common Shares on the
                  first business day of the Purchase Period; or

         (b)      85% of the Fair Market Value for the Common Shares on the
                  Purchase Date, in either event rounded to the nearest whole
                  cent.

Common Shares may be purchased under the ESPP only with a Participant's
accumulated payroll deductions. Fractional shares cannot be purchased. At the
conclusion of each Purchase Period, the Company shall automatically re-enroll
each Participant in the next Purchase Period, and any portion of a
Participant's accumulated payroll deductions not used for the purchase of
Common Shares at the end of a Purchase Period shall be applied to the
purchase of Common Shares in the next Purchase Period if the Participant is
participating in the ESPP during that Purchase Period, or returned to the
Participant.

9.       LIMITATIONS ON SHARE PURCHASES

No Participant will be granted any option or right to subscribe that permits
his or her rights to purchase shares under all employee stock purchase plans
of the Company to accrue at a rate that exceeds $25,000(U.S.) in fair market
value of the shares (determined at the time such option or right to subscribe
is granted) for each calendar year in which such option or right to subscribe
is outstanding. In addition, no Participant shall be permitted to subscribe
for any shares under this ESPP if such Participant, immediately after such
subscription, owns shares that account for (including all shares that may be
purchased under outstanding subscriptions under the ESPP and any other
outstanding options to purchase Common Shares) five percent or more of the
total combined voting power or value of all classes of shares of Changepoint
Corporation or any Subsidiary. For the foregoing purposes, the rules of
Section 424(d) of the Code shall apply in determining share ownership. In the
event that the number of Common Shares reserved for issuance under this ESPP
pursuant to Section 5 is insufficient to satisfy the number of Common Shares
to be purchased by Participants under this ESPP in any Purchase Period, the
number of Common Shares available to be purchased shall be allocated pro rata
among the Participants in proportion to the number of Common Shares that they
would be entitled to purchase without regard to the limitation resulting from
the number of Common Shares reserved for issuance under Section 5.

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10.      WITHDRAWAL FROM THE ESPP

At any time prior to the last two weeks of a Purchase Period, a Participant
may elect, in accordance with procedures prescribed by the Committee, to
withdraw from the ESPP. If a Participant withdraws from the ESPP, all of the
Participant's payroll deductions for that Purchase Period will be refunded to
the Participant, and the Participant will not be eligible to participate in
the ESPP again before the next Purchase Period. If a Participant withdraws
effective for a Purchase Period that has not yet commenced, the Participant
may elect to participate in any subsequent Purchase Period. If a
Participant's payroll deductions are interrupted by any legal process, the
Participant will be deemed to have elected to withdraw from the ESPP for the
Purchase Period in which the interruption occurs. Upon termination of
employment, all payroll deductions for that Purchase Period will be refunded
to the Participant entitled thereto.

Subject to a determination by the Committee to the contrary on a case-by-case
basis, a Participant's participation and payroll deductions continue during a
leave of absence unless the Participant elects to stop his or her payroll
deductions. Such participation will end automatically at the end of the
current Purchase Period. A Participant may re-enroll to participate in
subsequent Purchase Periods which commence following the employee's return
from the leave of absence.

11.      ISSUANCE OF COMMON SHARES TO CUSTODIAL ACCOUNTS

The Common Shares purchased by Participants will be issued by the Company's
transfer agent to a Participant's custodial account as soon as practicable
after each Purchase Date. Common Shares purchased under the ESPP will be
issued only in the name of the Participant (or, if his or her authorization
so designates, in the name of the Participant and another person of legal age
as joint tenants with rights of survivorship). The custodial account of
Participants shall be maintained by a bank, broker-dealer or similar
custodian that has agreed to hold such shares for the accounts of the
respective Participants. Fees and expenses of the bank, broker-dealer or
similar custodian shall be paid by the Company or allocated among the
respective Participants in such manner as the Committee determines. A
Participant or his or her legal representative may withdraw Common Shares
from his or her custodial account at any time.

12.      WITHHOLDING TAXES

In connection with the purchase of Common Shares under this ESPP, the
Participant shall be required to make adequate provision for payment of the
Company's withholding tax obligations, if any, and the Company (a) shall not
issue a certificate for such shares until it has received payment from the
Participant of any required withholding tax in cash or by the retention or
acceptance upon delivery thereof by the Participant of that number of Common
Shares sufficient in fair market value to cover the amount of such
withholding tax and (b) shall have the right to retain or sell without
notice, or to demand surrender of that number of Common Shares sufficient in
fair market value to cover any withholding

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tax. The Company shall have the right to withhold from any payroll deductions
made by the Participant under this ESPP an amount equal to any required
withholding tax. In either case, the Company shall make payment (or reimburse
itself for payment made) to the appropriate taxing authority of an amount in
cash equal to the amount of such withholding tax, remitting any balance to
the Participant. For purposes of this Section 12, the value of the Common
Shares so retained or surrendered shall be equal to the fair market value of
such shares on the date that the amount of the withholding tax is to be
determined (the "Tax Date"), and the value of the Common Shares so sold shall
be the actual net sale price per share (after deduction of commissions)
received by the Company.

Notwithstanding the foregoing, the Participant may elect, subject to approval
by the Committee, to satisfy the obligation to pay any withholding tax, in
whole or in part, by providing the Company with funds sufficient to enable
the Company to pay such withholding tax or by having the Company retain or
accept upon delivery thereof by the Participant Common Shares sufficient in
fair market value to cover the amount of such withholding tax. Each election
by a Participant to have shares retained or to deliver shares for this
purpose must be in writing and made on or prior to the Tax Date.

13.      TRANSFERABILITY

A Participant's rights under this ESPP, including rights to accumulated
payroll deductions, may not be pledged, assigned, encumbered or otherwise
transferred for any reason other than by will or the laws of descent and
distribution. Any such attempt will be treated as an election by the
Participant to withdraw from this ESPP.

14.      TERMINATING EVENTS

Upon (a) the dissolution or liquidation of Changepoint Corporation, (b) a
merger, amalgamation or other reorganization of Changepoint Corporation with
one or more corporations as a result of which there will be a change in
control of Changepoint Corporation, (c) the sale of all or substantially all
of the assets of Changepoint Corporation or a material division of
Changepoint Corporation, (d) a sale or other transfer, pursuant to a tender
offer or otherwise, of more than fifty percent (50%) of the then outstanding
Common Shares of Changepoint Corporation, or (e) an acquisition by
Changepoint Corporation resulting in an extraordinary expansion of
Changepoint Corporation's business or the addition of a material new line of
business (any of such events is herein referred to as a "Terminating Event"),
the Committee may but shall not be required to:

         (A)      make provision for the continuation of the Participants'
                  rights under this ESPP on such terms and conditions as the
                  Committee determines to be appropriate and equitable,
                  including where applicable, but not limited to, an
                  arrangement for the substitution, on an equitable basis,
                  for each Common Share that could otherwise be purchased at
                  the end of the Purchase Period in progress at the time of
                  the Terminating Event, of any

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                  consideration payable with respect to each then outstanding
                  Common Share in connection with the Terminating Event; or

         (B)      terminate all rights of Participants under the ESPP for such
                  Purchase Period; and

                  (i)      return to the Participants all of their payroll
                           deductions for such Purchase Period; and

                  (ii)     pay to the Participant for each Common Share, if
                           any, that could otherwise be purchased under the
                           ESPP by a Participant at the end of such Purchase
                           Period (determined by assuming that payroll
                           deductions at the rate elected by the Participant
                           were continued to the end of the Purchase Period
                           and used to purchase shares at a purchase price
                           equal to 85% of the Fair Market Value of the
                           Common Shares on the first business day of the
                           Purchase Period) an amount equal to the excess of
                           (A) the Fair Market Value of a Common Share on the
                           first business day of the Purchase Period over (B)
                           the Fair Market Value of a Common Share on the
                           date of the Terminating Event.

The Committee shall make all determinations necessary or advisable in
connection with Terminating Events, and its determinations shall, in the
absence of fraud or patent mistake, be conclusive and binding on all persons
with any interest in the ESPP.

15.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event of any changes in the outstanding shares of the Company by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, split-ups, split-offs,
spin-offs, liquidations or other similar changes in capitalization, or any
distribution to stockholders other than cash dividends, the Committee shall
make such adjustments, if any, in light of the change or distribution as the
Committee in its sole discretion shall determine to be appropriate in the
number and class of shares and the purchase prices of the Common Shares which
may be purchased by Participants during the current Purchase Period. In the
event of any such change in the outstanding Common Shares of the Company, the
aggregate number and class of shares available under this ESPP and the
maximum number of shares which may be purchased and their purchase price
shall be appropriately adjusted by the Committee.

Notwithstanding the foregoing, such adjustments shall be made only to the
extent that the Committee, based on advice of counsel for the Company,
determines that such adjustments will not constitute a change requiring
shareholder approval under 423(b)(2) of the Code or applicable Canadian Law.

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16.      TERMINATION OF EMPLOYEE'S RIGHTS

Subject to the provisions of the next paragraph, a Participant's rights under
this ESPP will terminate if he or she for any reason (including death,
disability or voluntary or involuntary termination of employment) ceases to
be an employee of the Company. To the extent that the rights of a Participant
terminate in accordance with this Section 16, all of the Participant's
payroll deductions for that Purchase Period will be refunded to the
Participant or his or her personal representative.

This ESPP does not, directly or indirectly, create in any employee or class
of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the
Company's right to terminate, or otherwise modify, an employee's employment
at any time.

17.      TERMINATION, SUSPENSION AND AMENDMENTS TO ESPP

This ESPP may be terminated or suspended at any time by the Committee but,
except as provided in Section 14, such termination or suspension shall not
affect the rights of Participants under the ESPP for the Purchase Period in
progress at the time of termination. This ESPP will terminate in any case
when all or substantially all of the unissued Common Shares reserved for the
purposes of the ESPP have been purchased. If at any time the Common Shares
reserved for the purpose of the ESPP remain available for purchase but not in
sufficient number to satisfy all then unfilled purchase requirements, the
available shares shall be apportioned among Participants in proportion to the
respective amounts of their accumulated payroll deductions, and the ESPP
shall terminate. Upon such termination or any other termination of the ESPP,
all payroll deductions not used to purchase shares of Common Stock will be
refunded to the Participants entitled thereto.

The Committee may terminate or suspend this ESPP, or modify or amend the ESPP
in such respects as it shall deem advisable; however, to the extent required
by applicable law or regulation, shareholder approval will be required for
any amendment which will (a) increase the total number of shares which may be
issued under the ESPP, (b) change the class of persons eligible to purchase
Common Shares under the ESPP, or (c) otherwise require shareholder approval
under any applicable law or regulation.

18.      APPROVAL OF SHAREHOLDERS

This ESPP shall be effective at the commencement of the first Purchase
Period, subject to approval by the holders of the Common Shares of
Changepoint Corporation by written resolution signed by all such holders (or
by the votes attaching to a majority of the Common Shares held by the holders
of Common Shares present or represented by proxy at the first meeting of the
shareholders of Changepoint Corporation held) after the date on which the
ESPP is adopted by the Board of Directors of Changepoint Corporation. This
ESPP shall also be subject to approval by the shareholders of Changepoint
Corporation in a manner that complies with Section 423(b)(2) of the Code and
applicable Canadian law.

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If such approvals do not occur prior to the end of the first Purchase Period
under the ESPP, this ESPP and all rights of Participants under the ESPP shall
terminate, and all payroll deductions of Participants accumulated under the
ESPP will be promptly refunded to the Participants.

19.      NOTICES

All notices or other communications by a Participant to the Company 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. Notices given by
means of the Company's "Intranet", e-mail or similar system will be deemed to
be written notices under the Plan.

20.      CONDITIONS UPON ISSUANCE OF STOCK

Common Shares shall not be issued under the ESPP unless the issuance and
delivery of such shares shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the U.S. Securities Act
of 1933, as amended, the U.S. 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.

21.      MISCELLANEOUS

All references to currency herein are to Canadian funds unless otherwise
indicated.