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                                                                    EXHIBIT 10.1

                       UNIVERSAL TECHNICAL INSTITUTE, INC.
                        2003 EMPLOYEE STOCK PURCHASE PLAN

         1.       PURPOSE. The purpose of this Universal Technical Institute,
Inc. 2003 Employee Stock Purchase Plan (the "Plan") is to encourage stock
ownership by eligible employees of Universal Technical Institute, Inc. (the
"Company") and its Subsidiaries and to provide them with an incentive to
contribute to the profitability and success of the Company. The Plan is intended
to qualify as an "employee stock purchase plan" under Section 423 of the Code
and will be maintained for the exclusive benefit of eligible employees of the
Company and its Subsidiaries.

         2.       DEFINITIONS. For purposes of the Plan, in addition to the
terms defined in Section 1, the following terms are defined:

                  (a)      "BOARD" means the Board of Directors of the Company.

                  (b)      "CASH ACCOUNT" means the account maintained on behalf
of a Participant by the Company for the purpose of holding cash contributions
withheld from payroll pending investment in Stock.

                  (c)      "CODE" means the Internal Revenue Code of 1986, as
amended.

                  (d)      "CUSTODIAN" means Transcentive, Inc. or any
replacement appointed by the Board or its delagatee under Section 3(a).

                  (e)      "EARNINGS" means a Participant's salary or wages,
including overtime (but excluding bonuses) for services performed for the
Company and its Subsidiaries and received by a Participant for services rendered
during an Offering Period.

                  (f)      "FAIR MARKET VALUE" means the closing price of the
Stock on the relevant date as reported on New York Stock Exchange (or any
national securities exchange or quotation system on which the Stock is then
listed), or if there were no sales on that date the closing price on the next
preceding date for which a closing price was reported.

                  (g)      "IPO DATE" means the date on which the Company's
initial public offering of Stock is consummated.

                  (h)      "OFFERING PERIOD" means the six-month period
beginning on each January 1 and ending each June 30 and the six-month period
beginning on each July 1 and ending on each December 31. Notwithstanding the
above, the first Offering Period shall begin on the IPO Date and end on June 30,
2004.

                  (i)      "PARTICIPANT" means an employee of the Company or a
Subsidiary who is participating in the Plan.

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                  (j)      "PURCHASE RIGHT" means a Participant's option to
purchase Stock that is deemed to be outstanding during a Offering Period. A
Purchase Right represents an "option" under Section 423 of the Code.

                  (k)      "STOCK" means the common stock of the Company.

                  (l)      "STOCK ACCOUNT" means the account maintained on
behalf of the Participant by the Custodian for the purpose of holding Stock
acquired under the Plan.

                  (m)      "SUBSIDIARY" means any subsidiary corporation defined
in Code Section 424(f).

         3.       ADMINISTRATION.

                  (a)      BOARD ADMINISTRATION. The Plan will be administered
by the Board. The Board may delegate its administrative duties and authority
(other than its authority to amend or terminate the Plan) to any Board committee
or to any officers or employees or committee thereof as the Board may designate
(in which case references to the Board will be deemed to refer to the
administrator to which such duties and authority have been delegated). The Board
will have full authority to adopt, amend, suspend, waive, and rescind rules and
regulations and appoint agents as it deems necessary or advisable to administer
the Plan, to correct any defect or supply any omission or reconcile any
inconsistency in the Plan and to construe and interpret the Plan and rules and
regulations thereunder, to furnish to the Custodian such information as the
Custodian may require, and to make all other decisions and determinations under
the Plan (including determinations relating to eligibility). No person acting in
connection with the administration of the Plan will, in that capacity,
participate in deciding any matter relating to his or her participation in the
Plan.

                  (b)      THE CUSTODIAN. The Custodian will act as custodian
under the Plan, and perform those duties specified in the Plan and in any
agreement between the Company and the Custodian. The Custodian will establish
and maintain Participants Stock Accounts and any subaccounts as may be necessary
or desirable to administer the Plan.

                  (c)      WAIVERS. The Board may waive or modify any
requirement that a notice or election be made or filed under the Plan a
specified period in advance on an individual case or by adopting a rule or
regulation under the Plan, without amending the Plan.

                  (d)      OTHER ADMINISTRATIVE PROVISIONS. The Company will
furnish information from its records as directed by the Board, and such records,
including a Participant's Earnings, will be conclusive on all persons unless
determined by the Board to be incorrect. Each Participant and other person
claiming benefits under the Plan must furnish to the Company in writing a
current mailing address and any other information as the Board or Custodian may
reasonably request. Any communication, statement, or notice mailed with postage
prepaid to any such Participant or other person at the last mailing address
filed with the Company will be deemed sufficiently given when mailed and will be
binding upon the named recipient. The Plan will be administered on a reasonable
and nondiscriminatory basis and uniform rules will apply to all persons
similarly situated. All Participants will have equal rights

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and privileges (subject to the terms of the Plan) with respect to Purchase Right
outstanding during any given Offering Period in accordance with Code Section
423(b)(5).

         4.       STOCK SUBJECT TO PLAN. Subject to adjustment as provided
below, the total number of shares of Stock reserved and available for issuance
or which may be otherwise acquired upon exercise of Purchase Rights under the
Plan will be 300,000. Any shares of Stock delivered by the Company under the
Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares or shares of Stock purchased on the open market. The number and
kind of such shares of Stock subject to the Plan will be proportionately
adjusted, as determined by the Board, in the event of any extraordinary dividend
or other distribution, recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event affecting the
Stock. If, at the end of any Offering Period, the number of shares of Stock with
respect to which Purchase Rights are to be exercised exceeds the number of
shares of Stock then available under the Plan, the Board shall make a pro rata
allocation of the shares of Stock remaining available for purchase in as uniform
a manner as shall be practicable and as it shall determine to be equitable.

         5.       ENROLLMENT AND CONTRIBUTIONS.

                  (a)      ELIGIBILITY. An employee of the Company or any
Subsidiary designated by the Board may be enrolled in the Plan for any Offering
Period if such employee is employed by the Company or a Subsidiary authorized to
participate in the Plan on the first day of the Offering Period, unless one of
the following applies to the employee:

                           (i)      such person has been employed by the Company
                                    or a Subsidiary less than 90 days;

                           (ii)     such person is customarily employed by the
                                    Company or a Subsidiary for 20 hours or less
                                    a week;

                           (iii)    such person is customarily employed by the
                                    Company or a Subsidiary for not more than
                                    five months in any calendar year; or

                           (iv)     such person would, immediately upon
                                    enrollment, be deemed to own, for purposes
                                    of Section 423(b)(3) of the Code, an
                                    aggregate of five percent or more of the
                                    total combined voting power or value of all
                                    outstanding shares of all classes of the
                                    Stock of the Company or any Subsidiary.

                  The Company will notify an employee of the date as of which he
or she is eligible to enroll in the Plan, and will make available to each
eligible employee the necessary enrollment forms.

                  (b)      INITIAL ENROLLMENT. An employee who is eligible under
Section 5(a) (or who will become eligible on or before a given Offering Period)
may, after receiving current information about the Plan, initially enroll in the
Plan by executing and filing with the Company a properly completed enrollment
form, including the employee's election as to the rate

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of payroll contributions for the Offering Period. To be effective for any
Offering Period, such properly executed enrollment form must be filed with the
Company at least two weeks (or such other period determined by the Board)
preceding such Offering Period.

                  (c)      AUTOMATIC RE-ENROLLMENT FOR SUBSEQUENT OFFERING
PERIODS. A Participant whose enrollment in, and payroll contributions under, the
Plan continues throughout a Offering Period will automatically be re-enrolled in
the Plan for the next Offering Period unless (i) the Participant terminates
enrollment before the next Offering Period in accordance with Section 7(a), or
(ii) the Participant is ineligible to participate under Section 5(a). The
initial rate of payroll contributions for a Participant who is automatically
re-enrolled for a Offering Period will be the same as the rate of payroll
contribution in effect at the end of the preceding Offering Period, unless the
Participant files a new properly executed enrollment form designating a
different rate of payroll contributions and such new enrollment form is filed
with the Company no later than two weeks (or such other period determined by the
Board) prior to the beginning of the next Offering Period.

                  (d)      PAYROLL CONTRIBUTIONS. A Participant will make
contributions under the Plan only by means of payroll deductions from each
payroll period which ends during the Offering Period, at the rate elected by the
Participant in his or her enrollment form in effect for that Offering Period
(except that such rate may be changed during the Offering Period to the extent
permitted below). The rate of payroll contributions elected by a Participant may
not be less than one percent (1%) nor more than ten percent (10%) of the
Participant's Earnings for each payroll period, and only whole percentages may
be elected; provided, however, that the Board may specify a lower minimum rate
and higher maximum rate, subject to Section 8(c). Notwithstanding the above, a
Participant's payroll contributions will be adjusted downward by the Company as
necessary to ensure that the limit on the amount of Stock purchased for an
Offering Period set forth in Section 6(a)(iii) is not exceeded. A Participant
may elect to increase, decrease, or discontinue payroll contributions for a
future Offering Period by filing a new enrollment form designating a different
rate of payroll contributions, which properly executed form must be filed with
the Company at least two weeks (or such other period determined by the Board)
prior to the beginning of an Offering Period to be effective for that Offering
Period. In addition, a Participant may elect to discontinue payroll
contributions during an Offering Period by filing a new properly executed
enrollment form, such change to be effective for the next payroll after the
Participant's new enrollment form is filed with the Company.

                  (e)      CREDITING PAYROLL CONTRIBUTIONS TO CASH ACCOUNTS. All
payroll contributions by a Participant under the Plan will be credited to a Cash
Account maintained by the Company on behalf of the Participant. The Company will
credit payroll contributions to each Participant's Cash Account as soon as
practicable after the contributions are withheld from the Participant's
Earnings.

                  (f)      NO INTEREST ON CASH ACCOUNTS. No interest will be
credited or paid on cash balances in Participant's Cash Accounts pending
investment in Stock.

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         6.       PURCHASES OF STOCK.

                  (a)      PURCHASE RIGHTS. Enrollment in the Plan for any
Offering Period by a Participant will constitute a grant by the Company of a
Purchase Right to such Participant for such Offering Period. Each Purchase Right
will be subject to the following terms:

                           (i)      The purchase price of each share of Stock
                                    purchased for each Offering Period will
                                    equal 85% of the lesser of the Fair Market
                                    Value of a share of Stock on the first day
                                    of an Offering Period, or the Fair Market
                                    Value of a share of Stock on the last day of
                                    an Offering Period;.

                           (ii)     Except as limited in (iii) below, the number
                                    of shares of Stock that may be purchased
                                    upon exercise of the Purchase Right for a
                                    Offering Period will equal the number of
                                    shares (including fractional shares) that
                                    can be purchased at the purchase price
                                    specified in Section 6(a)(i) with the
                                    aggregate amount credited to the
                                    Participant's Cash Account as of the last
                                    day of an Offering Period.

                           (iii)    The number of shares of Stock subject to a
                                    Participant's Purchase Right for any
                                    Offering Period will not exceed the number
                                    derived by dividing $12,500 by 100% of the
                                    Fair Market Value of one share of Stock on
                                    the first day of the Offering Period;
                                    provided, however, that the above limitation
                                    for the first Offering Period will adjusted
                                    by the Board on a pro rata basis, if such
                                    Offering Period is less or more than a
                                    six-month period.

                           (iv)     The Purchase Right will be automatically
                                    exercised on the last day of the Offering
                                    Period.

                           (v)      Payments by a Participant for Stock
                                    purchased under a Purchase Right will be
                                    made only through payroll deduction in
                                    accordance with Section 5(d) and (e).

                           (vi)     The Purchase Right will expire on the
                                    earlier of the last day of the Offering
                                    Period or the date on which the
                                    Participant's enrollment in the Plan
                                    terminates.

                  (b)      PURCHASE OF STOCK. At or as promptly as practicable
after the last day of an Offering Period, amounts credited to each Participant's
Cash Account will be applied by the Company to purchase Stock, in accordance
with the terms of the Plan. Shares of Stock will be purchased from the Company
or in the open market, as the Board determines. The Company will aggregate the
amounts in all Cash Accounts when purchasing Stock, and shares purchased will be
allocated to each Participant's Stock Account in proportion to the cash amounts
withdrawn from such Participant's Cash Account. After completing purchases for
each Offering Period (which will be completed in not more than 15 calendar days
after the last day of

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an Offering Period), all shares of Stock so purchased for a Participant will be
credited to the Participant's Stock Account.

                  (c)      DIVIDEND REINVESTMENT; OTHER DISTRIBUTIONS. Cash
dividends on any Stock credited to a Participant's Stock Account will be
automatically reinvested in additional shares of Stock and such amounts will not
be available in the form of cash to Participants. The Company will aggregate all
purchases of Stock in connection with dividend reinvestment for a given dividend
payment date. Purchases of Stock for purposes of dividend reinvestment will be
made as promptly as practicable (but not more than 15 calendar days) after a
dividend payment date. The purchases will be made directly from the Company at
100% of the Fair Market Value of a share of Stock on the dividend payment date
or on the open market. Any shares of Stock distributed as a dividend or
distribution in respect of shares of Stock or in connection with a split of the
Stock credited to a Participant's Stock Account will be credited to such
Account.

                  (d)      WITHDRAWALS AND TRANSFERS. Shares of Stock may be
withdrawn from a Participant's Stock Account, in which case one or more
certificates for whole shares may be issued in the name of, and delivered to,
the Participant, with such Participant receiving cash in lieu of fractional
shares based on the Fair Market Value of a share of Stock on the day preceding
the date of withdrawal. Alternatively, whole shares of Stock may be withdrawn
from a Participant's Stock Account by means of a transfer to a broker-dealer or
financial institution that maintains an account for the Participant, together
with the transfer of cash in lieu of fractional shares based on the Fair Market
Value of a share of Stock on the day preceding the date of withdrawal.
Participants may not designate any other person to receive shares of Stock
withdrawn or transferred under the Plan. A Participant seeking to withdraw or
transfer shares of Stock must give instructions to the Custodian in such manner
and form as may be prescribed by the Custodian, which instructions will be acted
upon as promptly as practicable. Withdrawals and transfers will be subject to
any fees imposed in accordance with Section 8(a).

                  (e)      EXCESS ACCOUNT BALANCES. If any amounts remain in a
Cash Account following the date on which the Company purchases Stock for an
Offering Period as a result of the limitation set forth in Section 6(a)(iii) or
for any other reason, such amounts will be returned to the Participant as
promptly as practicable.

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         7.       TERMINATION AND DISTRIBUTIONS.

                  (a)      TERMINATION OF ENROLLMENT. A Participant's enrollment
in the Plan will terminate upon (i) the beginning of any payroll period or
Offering Period that begins after he or she files a written notice of
termination of enrollment with the Company, provided that such Participant will
continue to be deemed to be enrolled with respect to any completed Offering
Period for which purchases have not been completed, (ii) such time as the
Participant becomes ineligible to participate under Section 5(a) of the Plan, or
(iii) the termination of the Participant's employment by the Company and its
Subsidiaries. An employee whose enrollment in the Plan terminates may again
enroll in the Plan as of any subsequent Offering Period that is at least 90 days
after such termination of enrollment if he or she satisfies the eligibility
requirements of Section 5(a) as of such Offering Period. A Participant's
election to discontinue payroll contributions will not constitute a termination
of enrollment.

                  (b)      DISTRIBUTION. As soon as practicable after a
Participant's enrollment in the Plan terminates, amounts in the Participant's
Cash Account which resulted from payroll contributions will be repaid to the
Participant. The Custodian will continue to maintain the Participant's Stock
Account for the Participant until the earlier of such time as the Participant
directs the sale of all Stock in the Account, withdraws, or transfers all Stock
in the Account, or one year after the Participant ceases to be employed by the
Company and its Subsidiaries. If a Participant's termination of enrollment
results from his or her death, all amounts payable will be paid to his or her
designated beneficiary or beneficiaries and if no such designation is made, to
his or her estate.

         8.       GENERAL.

                  (a)      COSTS. Costs and expenses incurred in the
administration of the Plan and maintenance of Accounts will be paid by the
Company, to the extent provided in this Section 8(a). Any brokerage fees and
commissions for the purchase of Stock under the Plan (including Stock purchased
upon reinvestment of dividends and distributions) will be paid by the Company,
but any brokerage fees and commissions for the sale of Stock under the Plan by a
Participant will be borne by such Participant. The rate at which such fees and
commissions will be charged to Participants will be determined by the Custodian
or any broker-dealer used by the Custodian (including an affiliate of the
Custodian), and communicated from time to time to Participants. In addition, the
Custodian may impose or pass through a reasonable fee for the withdrawal of
Stock in the form of stock certificates (as permitted under Section 6(d)), and
reasonable fees for other services unrelated to the purchase of Stock under the
Plan, to the extent approved in writing by the Company and communicated to
Participants.

                  (b)      STATEMENTS TO PARTICIPANTS. The Participant's
statement will reflect payroll contributions, purchases, sales, and withdrawals
and transfers of shares of Stock and other Plan transactions by appropriate
adjustments to the Participant's Accounts. The Custodian will, not less
frequently than quarterly, provide or cause to be provided a written statement
to the Participant showing the transactions in his or her Stock Account and the
date thereof, the number of shares of Stock credited or sold, the aggregate
purchase price paid or sales price received, the purchase or sales price per
share, the brokerage fees and commissions paid (if

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any), the total shares held for the Participant's Stock Account (computed to at
least three decimal places), and such other information as agreed to by the
Custodian and the Company.

                  (c)      COMPLIANCE WITH SECTION 423. It is the intent of the
Company that this Plan comply in all respects with applicable requirements of
Section 423 of the Code and regulations thereunder. Accordingly, if any
provision of this Plan does not comply with such requirements, such provision
will be construed or deemed amended to the extent necessary to conform to such
requirements.

         9.       GENERAL PROVISIONS.

                  (a)      COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The
Plan, the granting and exercising of Purchase Rights hereunder, and the other
obligations of the Company and the Custodian under the Plan will be subject to
all applicable federal and state laws, rules, and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company may, in its discretion, postpone the issuance or delivery of Stock upon
exercise of Purchase Rights until completion of such registration or
qualification of such Stock or other required action under any federal or state
law, rule, or regulation, or the laws of any country in which employees of the
Company and a Subsidiary who are nonresident aliens and who are eligible to
participate reside, or other required action with respect to any automated
quotation system or stock exchange upon which the Stock or other Company
securities are designated or listed, or compliance with any other contractual
obligation of the Company, as the Company may consider appropriate. In addition,
the Company may require any Participant to make such representations and furnish
such information as it may consider appropriate in connection with the issuance
or delivery of Stock in compliance with applicable laws, rules, and regulations,
designation or listing requirements, or other contractual obligations.

                  (b)      LIMITS ON ENCUMBERING RIGHTS. No right or interest of
a Participant under the Plan, including any Purchase Right, may be pledged,
encumbered, or hypothecated to or in favor of any party, subject to any lien,
obligation, or liability of such Participant, or otherwise assigned,
transferred, or disposed of except pursuant to the laws of descent or
distribution, and any right of a Participant under the Plan will be exercisable
during the Participant's lifetime only by the Participant.

                  (c)      NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan
nor any action taken hereunder, including the grant of a Purchase Right, will be
construed as giving any employee the right to be retained in the employ of the
Company or any of its Subsidiaries, nor will it interfere in any way with the
right of the Company or any of its Subsidiaries to terminate any employee's
employment at any time.

                  (d)      TAXES. The Company or any Subsidiary is authorized to
withhold from any payment to be made to a Participant, including any payroll and
other payments not related to the Plan, amounts of withholding and other taxes
due in connection with any transaction under the Plan, and a Participant's
enrollment in the Plan will be deemed to constitute his or her consent to such
withholding. In addition, Participants may be required to advise the Company of
sales and other dispositions of Stock acquired under the plan in order to permit
the Company to comply with tax laws and to claim any tax deductions to which the
Company may be entitled

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with respect to the Plan. This provision and other Plan provisions do not set
forth an explanation of the tax consequences to Participants under the Plan. A
brief summary of the tax consequences will be included in disclosure documents
to be separately furnished to Participants.

                  (e)      CHANGES TO THE PLAN. The Board may amend, alter,
suspend, discontinue, or terminate the Plan without the consent of shareholders
or Participants, except that any such action will be subject to the approval of
the Company's shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation or
the rules of any automated quotation system or stock exchange on which the Stock
may then be quoted or listed, or if such shareholder approval is necessary in
order for the Plan to continue to meet the requirements of Section 423 of the
Code, and the Board may otherwise, in its discretion, determine to submit other
such actions to shareholders for approval. However, without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant with respect to outstanding Purchase Rights relating to any Offering
Period that has been completed prior to such Board action. The foregoing
notwithstanding, upon termination of the Plan the Board may (i) elect to
terminate all outstanding Purchase Rights at such time as the Board may
designate, and all amounts contributed to the Plan which remain in a
Participant's Cash Account will be returned to the Participant (without
interest) as promptly as practicable, or (ii) shorten the Offering Period to
such period determined by the Board and use amounts credited to a Participant
Cash Account to purchase Stock.

                  (f)      NO RIGHTS TO PARTICIPATE; NO SHAREHOLDER RIGHTS. No
Participant or employee will have any claim to participate in the Plan with
respect to Offering Periods that have not commenced, and the Company will have
no obligation to continue the Plan. No Purchase Right will confer on any
Participant any of the rights of a shareholder of the Company unless and until
Stock is duly issued or transferred and delivered to the Participant (or
credited to the Participant's Stock Account).

                  (g)      FRACTIONAL SHARES. Unless otherwise determined by the
Board, purchases of Stock under the Plan executed by the Custodian may result in
the crediting of fractional shares of Stock to the Participant's Stock Account.
Such fractional shares will be computed to at least three decimal places.
Fractional shares will not, however, be issued by the Company, and certificates
representing fractional shares will not be delivered to Participants under any
circumstances.

                  (h)      PLAN YEAR. The Plan will operate on a plan year that
begins on January 1 and ends December 31 in each year, except for the first Plan
Year which shall begin on the IPO Date and end on December 31, 2003.

                  (i)      GOVERNING LAW. The validity, construction, and effect
of the Plan and any rules and regulations relating to the Plan will be
determined in accordance with the laws of the State of Arizona, without giving
effect to principles of conflicts of laws, and applicable federal law.

                  (j)      EFFECTIVE DATE. The Plan will become effective on the
IPO Date, subject to the Plan being approved by shareholders of the Company, at
a meeting by a vote

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sufficient to meet the requirements of Section 423(b)(2) of the Code. If the
Plan is not approved in accordance with Section 423(b)(2) of the Code, each
Participant's Purchase Right shall be void and amounts credited to the
Participant's Cash Account shall be promptly returned to the Participant.

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