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                                   HEARTPORT, INC.
                             EMPLOYEE STOCK PURCHASE PLAN
                    (Amended and Restated as of October 21, 1996)

    I.    PURPOSE OF THE PLAN

    This Employee Stock Purchase Plan is intended to promote the interests of
Heartport, Inc. by providing eligible employees with the opportunity to acquire
a proprietary interest in the Corporation through participation in a
payroll-deduction based employee stock purchase plan designed to qualify under
Section 423 of the Code.  This Restatement shall be effective for the first
Offering Period beginning November 1, 1996.

    Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.

    II.   ADMINISTRATION OF THE PLAN

    The Plan Administrator shall have full authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423.  Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

    III.  STOCK SUBJECT TO PLAN

          A.    The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed Two Hundred Forty
Thousand (240,000) shares.

          B.    Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date and (iii) the number and class of
securities and the price per share in effect under each outstanding Purchase
Right in order to prevent the dilution or enlargement of benefits thereunder.

    IV.   OFFERING PERIODS

          A.    Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive or overlapping Offering Periods until such
time as (i) the maximum number of shares of Common Stock available for issuance
under the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

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          B.    Each Offering Period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date.  The initial Offering Period shall commence on November 1, 1996 and
terminate on the last business day in October 1998.  The next Offering Period
shall commence on June 1, 1997, the next Offering Period shall commence on
November 3, 1997 and subsequent Offering Periods shall commence every six (6)
months thereafter on the first business day in May and November each year unless
otherwise designated by the Plan Administrator.  The Plan Administrator shall
have complete discretion to change the start date and the duration of an
Offering Period provided Eligible Employees are notified prior to the start date
of any Purchase Period within an Offering Period for which such change is to be
effective and provided, further, that no Offering Period shall have a duration
exceeding twenty-seven (27) months.

          C.    Each Offering Period shall be comprised of a series of one or
more successive Purchase Periods.  Each Purchase Period shall be of such
duration (generally not to exceed six (6) months) as determined by the Plan
Administrator prior to the start date.  However, the initial Purchase Period
shall commence on November 1, 1996 and terminate on May 30, 1997.  The next
Purchase Period shall commence on June 1, 1997, and subsequent Purchase Periods
shall commence on the first business day of November and May each calendar year
thereafter unless otherwise designated by the Plan Administrator.

    V.    ELIGIBILITY

          A.    Each Eligible Employee shall be eligible to participate in the
Plan in accordance with the following provisions:

          -     An individual who is an Eligible Employee on the start date of
any Offering Period under the Plan shall be eligible to commence participation
in that Offering Period on such start date.

          -     An individual who first becomes an Eligible Employee after the
start date of any Offering Period under the Plan may enter any subsequent
Offering Period on which he/she remains an Eligible Employee.

          B.    To participate in the Plan for a particular Offering Period,
the Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization form) and file such forms with the Plan Administrator (or its
designate) on or before the start date.

    VI.   PAYROLL DEDUCTIONS

          A.    The payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock under the Plan may be any multiple
of one percent (1%) of the Cash Compensation paid to the Participant during each
Purchase Period within the Offering Period, up to a maximum of fifteen percent
(15%).  However, if a Participant is participating in more than one Offering
Period at any one time, the maximum authorized payroll deduction


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remains fifteen percent (15%).   The deduction rate so authorized shall continue
in effect for the remainder of the Offering Period, except to the extent such
rate is changed in accordance with the following guidelines:

                (i)   The Participant may, at any time during the Ofering
    Period, reduce his or her rate of payroll deduction to become effective as
    soon as possible after filing the appropriate form with the Plan
    Administrator. The Participant may not, however, effect more than one (1)
    such reduction per Purchase Period.

                (ii)  The Participant may, prior to the commencement of any new
    Purchase Period within the Offering Period, increase the rate of his or her
    payroll deduction by filing the appropriate form with the Plan
    Administrator.  The new rate (which may not exceed the fifteen percent
    (15%) maximum) shall become effective as of the start date of the Purchase
    Period following the filing of such form.

          B.    Payroll deductions shall begin on the first pay day following
the start date for the Offering Period and shall (unless sooner terminated by
the Participant) continue through the pay day ending with or immediately prior
to the last day of that Offering Period. The amounts so collected shall be
credited to the Participant's book account under the Plan, but no interest shall
be paid on the balance from time to time outstanding in such account. The
amounts collected from the Participant shall not be held in any segregated
account or trust fund and may be commingled with the general assets of the
Corporation and used for general corporate purposes.

          C.    Payroll deductions shall automatically cease upon the
termination of the Participant's Purchase Right in accordance with the
provisions of the Plan.

          D.    The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date, whether within the same or a
different Offering Period.

    VII.  PURCHASE RIGHTS

          A.    GRANT OF PURCHASE RIGHT. A Participant shall be granted a
separate Purchase Right for each Offering Period in which he or she
participates.  The Purchase Right shall be granted on the start date of the
Offering Period and shall provide the Participant with the right to purchase
shares of Common Stock, in a series of successive installments over the
remainder of such Offering Period, upon the terms set forth below.  Each
Participant may participate in more than one (1) Offering Period at any one
time.  Accordingly, a Participant may continue to participate in one Offering
Period and also enroll in subsequent Offering Periods.  The Purchase Right shall
be granted on the date such individual first joins an Offering Period, shall
continue until the end of the Offering Period, and shall be automatically
exercised in successive semi-annual installments on the last business day of the
Purchase Period each year (the last business day of April and October each year
or such other date selected by the Plan Administrator as the ending date for the
Purchase Period) until the Offering Period ends.


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Accordingly, each Purchase Right may be exercised up to two (2) times each year
it remains outstanding.  The Participant shall execute a stock purchase
agreement embodying such terms and such other provisions (not inconsistent with
the Plan) as the Plan Administrator may deem advisable

          Under no circumstances shall Purchase Rights be granted under the
Plan to any Eligible Employee if such individual would, immediately after the
grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

          B.    EXERCISE OF THE PURCHASE RIGHT.  Each Purchase Right shall be
automatically exercised in installments on each successive Purchase Date within
the Offering Period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant (other than any Participant whose payroll
deductions have previously been refunded in accordance with the Termination of
Purchase Right provisions below) on each such Purchase Date.  The purchase shall
be effected by applying the Participant's payroll deductions for the Purchase
Period ending on such Purchase Date (together with any carryover deductions from
the preceding Purchase Period) to the purchase of whole shares of Common Stock
(subject to the limitation on the maximum number of shares purchasable per
Participant on any one Purchase Date) at the purchase price in effect for the
Participant for that Purchase Date.

          C.    PURCHASE PRICE. The purchase price per share at which Common
Stock will be purchased on the Participant's behalf on each Purchase Date within
the Offering Period shall be equal to eighty-five percent (85%) of the LOWER of
(i) the Fair Market Value per share of Common Stock on the start date for the
Offering Period or (ii) the Fair Market Value per share of Common Stock on that
Purchase Date.

          D.    NUMBER OF PURCHASABLE SHARES.  The number of shares of Common
Stock purchasable by a Participant on each Purchase Date during the Offering
Period shall be the number of shares obtained by dividing the amount collected
from the Participant through payroll deductions during the Purchase Period
ending with that Purchase Date (plus any carryover deductions from the preceding
Purchase Period) by the purchase price in effect for the Participant for that
Purchase Date. However, the maximum number of shares of Common Stock purchasable
per Participant on any one Purchase Date shall not exceed ONE THOUSAND (1,000)
shares, subject to periodic adjustments in the event of certain changes in the
Corporation's capitalization.

          E.    EXCESS PAYROLL DEDUCTIONS.  Any payroll deductions not applied
to the purchase of shares of Common Stock on any Purchase Date because they are
not sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date.  However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded.


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          F.    TERMINATION OF PURCHASE RIGHT. The following provisions shall
govern the termination of outstanding Purchase Rights:

                      (i)    A Participant may, at any time prior to the next
    Purchase Date within the Offering Period, terminate his or her outstanding
    Purchase Right by filing the appropriate form with the Plan Administrator
    (or its designate), and no further payroll deductions shall be collected
    from the Participant with respect to the terminated Purchase Right.  Any
    payroll deductions collected during the Purchase Period in which such
    termination occurs shall, at the Participant's election, be immediately
    refunded or held for the purchase of shares on the next Purchase Date.  If
    no such election is made at the time such Purchase Right is terminated,
    then the payroll deductions collected with respect to the terminated right
    shall be refunded as soon as possible.

                      (ii)   The termination of such Purchase Right shall be
    irrevocable, and the Participant may not subsequently rejoin the Purchase
    Period for which the terminated Purchase Right was granted. In order to
    resume participation in any subsequent Offering Period, such individual
    must re-enroll in the Plan (by making a timely filing of the prescribed
    enrollment forms) on or before the start date for that Offering Period.

                      (iii)  Should the Participant cease to remain an Eligible
    Employee for any reason (including death, disability or change in status)
    while his or her Purchase Right remains outstanding, then that Purchase
    Right shall immediately terminate, and all of the Participant's payroll
    deductions for the Purchase Period in which the Purchase Right so
    terminates (plus any carryover amounts) shall be immediately refunded.
    However, should the Participant cease to remain in active service by reason
    of an approved unpaid leave of absence, then the Participant shall have the
    election, exercisable up until the last business day of the Purchase Period
    in which such leave commences, to (a) withdraw all the funds in the
    Participant's payroll account at the time of the commencement of such leave
    or (b) have such funds held for the purchase of shares at the end of such
    Purchase Period.  In no event, however, shall any further payroll
    deductions be added to the Participant's account during such leave.  Upon
    the Participant's return to active service, his or her payroll deductions
    under the Plan shall automatically resume at the rate in effect at the time
    the leave began, provided the Participant returns to service prior to the
    expiration date of the offering period in which such leave began.

          G.    CORPORATE TRANSACTION.  Each outstanding Purchase Right shall
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the Purchase Period in which such Corporate Transaction occurs to the
purchase of shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the LOWER of (i) the Fair Market Value per share of
Common Stock on the start date for the Offering Period in which such Corporate
Transaction occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Corporate Transaction.  However,
the applicable limitation on the number


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of shares of Common Stock purchasable per Participant shall continue to apply to
any such purchase.

          The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding Purchase Rights prior to the effective date of the
Corporate Transaction.

          H.    PRORATION OF PURCHASE RIGHTS. Should the total number of shares
of Common Stock which are to be purchased pursuant to outstanding Purchase
Rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

          I.    ASSIGNABILITY. During the Participant's lifetime, the Purchase
Right shall be exercisable only by the Participant and shall not be assignable
or transferable by the Participant.

          J.    STOCKHOLDER RIGHTS. A Participant shall have no stockholder
rights with respect to the shares subject to his or her outstanding Purchase
Right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.

    VIII. ACCRUAL LIMITATIONS

          A.    No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any Purchase Right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other Purchase Right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value of such stock on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

          B.    For purposes of applying such accrual limitations, the
following provision shall be in effect:

                      (i)    No right to acquire Common Stock under any
    outstanding Purchase Right shall accrue to the extent the Participant has
    already accrued in the same calendar year the right to acquire Common Stock
    under one (1) or more other Purchase Rights at a rate equal to Twenty-Five
    Thousand Dollars ($25,000) worth of Common


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<PAGE>

    Stock (determined on the basis of the Fair Market Value of such stock on
    the date or dates of grant) for each calendar year such rights were at any
    time outstanding.

          C.    If by reason of such accrual limitations, any Purchase Right of
a Participant does not accrue for a particular Purchase Period, then the payroll
deductions which the Participant made during that Purchase Period with respect
to such Purchase Right shall be promptly refunded.

          D.    In the event there is any conflict between the provisions of
this Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

    IX.   EFFECTIVE DATE AND TERM OF THE PLAN

          A.    The Plan was adopted by the Board on February 26, 1996 and
approved by the stockholders on April 10, 1996.  The Plan was subsequently
amended and restated on October 21, 1996 to increase the maximum deduction and
to permit 24-month Offering Periods to become effective at the November 1, 1996
Offering Period, PROVIDED that if stockholder approval of the October 21, 1996
amendment is not obtained before May 30, 1997, then the amendment shall not be
implemented and all outstanding Purchase Rights shall be governed by the terms
of the Plan without giving effect to the October 21, 1996 amendment.  Purchase
Rights granted under the Plan on the basis of the October 21, 1996 amendment
shall be exercised, and no Purchase Rights shall be exercised and no shares of
Common Stock shall be issued hereunder until the Corporation shall have complied
with all applicable requirements of the 1933 Act (including the registration of
the shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation.

          B.    Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in October, 2006, (ii) the date
on which all shares available for issuance under the Plan shall have been sold
pursuant to Purchase Rights exercised under the Plan or (iii) the date on which
all Purchase Rights are exercised in connection with a Corporate Transaction. No
further Purchase Rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following its termination.

    X.    AMENDMENT OF THE PLAN

          The Board may alter, amend, suspend or discontinue the Plan at any
time to become effective immediately following the close of any Purchase Period.
However, the Board may not, without the approval of the Corporation's
stockholders, (i) materially increase the number of shares of Common Stock
issuable under the Plan or the maximum number of shares purchasable per
Participant on any one Purchase Date, except for permissible adjustments in the
event of certain changes in the Corporation's capitalization, (ii) alter the
purchase price formula


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so as to reduce the purchase price payable for the shares of Common Stock
purchasable under the Plan, or (iii) materially increase the benefits accruing
to Participants under the Plan or materially modify the requirements for
eligibility to participate in the Plan.

    XI.   GENERAL PROVISIONS

          A.    All costs and expenses incurred in the administration of the
Plan shall be paid by the Corporation.

          B.    Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.

          C.    The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.


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                                      SCHEDULE A

                        CORPORATIONS PARTICIPATING IN EMPLOYEE
                    STOCK PURCHASE PLAN AS OF THE EFFECTIVE TIME:


                                   HEARTPORT, INC.


<PAGE>
                                       APPENDIX


    The following definitions shall be in effect under the Plan:


    A.    BOARD shall mean the Corporation's Board of Directors.

    B.    CASH COMPENSATION shall mean the (i) regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in the Plan, plus (ii) any pre-tax contributions made by
the Participant to any Code Section 401(k) salary deferral plan or any Code
Section 125 cafeteria benefit program now or hereafter established by the
Corporation or any Corporate Affiliate, plus (iii) all of the following amounts
to the extent paid in cash: overtime payments, bonuses, commissions,
profit-sharing distributions and other incentive-type payments.  However,
Eligible Earnings shall not include any contributions (other than Code Section
401(k) or Code Section 125 contributions) made on the Participant's behalf by
the Corporation or any Corporate Affiliate to any deferred compensation plan or
welfare benefit program now or hereafter established.

    C.    CODE shall mean the Internal Revenue Code of 1986, as amended.

    D.    COMMON STOCK shall mean the Corporation's common stock.

    E.    CORPORATE AFFILIATE shall mean any parent or subsidiary corporation
of the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.

    F.    CORPORATE TRANSACTION shall mean either of the following stockholder-
approved transactions to which the Corporation is a party:

                (i)   a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
transaction, or

                (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation or
dissolution of the Corporation.

    G.    CORPORATION shall mean Heartport, Inc., a Delaware corporation, and
any corporate successor to all or substantially all of the assets or voting
stock of Heartport, Inc. which shall by appropriate action adopt the Plan.

    H.    EFFECTIVE TIME, for purposes of the initial purchase period, shall
mean the time at which the Underwriting Agreement is executed and finally
priced. Any Corporate Affiliate which becomes a Participating Corporation after
such Effective Time shall designate a


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subsequent Effective Time with respect to its employee-Participants.  The
Effective Time for purposes of the restated Plan is November 1, 1996. Any
Corporate Affiliate which becomes a Participating Corporation after the
applicable Effective Time shall designate a subsequent Effective Time with
respect to its employee-Participants.

    I.    ELIGIBLE EMPLOYEE shall mean any person who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week for more than
five (5) months per calendar year, in the rendition of personal services to any
Participating Corporation as an employee for earnings considered wages under
Code Section 3401(a).

    J.    FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                (i)     If the Common Stock is at the time traded on the
    Nasdaq National Market, then the Fair Market Value shall be the
    closing selling price per share of Common Stock on the date in
    question, as such price is reported by the National Association of
    Securities Dealers on the Nasdaq National Market or any successor
    system. If there is no closing selling price for the Common Stock on
    the date in question, then the Fair Market Value shall be the closing
    selling price on the last preceding date for which such quotation
    exists.

                (ii)    If the Common Stock is at the time listed on any
    Stock Exchange, then the Fair Market Value shall be the closing
    selling price per share of Common Stock on the date in question on the
    Stock Exchange determined by the Plan Administrator to be the primary
    market for the Common Stock, as such price is officially quoted in the
    composite tape of transactions on such exchange. If there is no
    closing selling price for the Common Stock on the date in question,
    then the Fair Market Value shall be the closing selling price on the
    last preceding date for which such quotation exists.

                (iii)   For purposes of the initial Purchase Period which
    begins at the Effective Time, the Fair Market Value shall be deemed to
    be equal to the price per share at which the Common Stock is sold in
    the initial public offering pursuant to the Underwriting Agreement.

    K.    1933 ACT shall mean the Securities Act of 1933, as amended.

    L.    OFFERING PERIOD means a period of approximately twenty-four (24)
months that commences on the first business day following each semi-annual
Purchase Date, during which a Participant may be granted a Purchase Right.

    M.    PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

    N.    PARTICIPATING CORPORATION shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits

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of the Plan to their Eligible Employees. The Participating Corporations in the
Plan as of the Effective Time are listed in attached Schedule A.

    O.    PLAN shall mean the Corporation's Employee Stock Purchase Plan, as
set forth in this document.

    P.    PLAN ADMINISTRATOR shall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.

    Q.    PURCHASE DATE shall mean the last business day of each Purchase
Period. The initial Purchase Date shall be October 31, 1996.

    R.    PURCHASE PERIOD shall mean the approximately six (6) month period
commencing on the first business day after a Purchase Date and ending with the
next Purchase Date, except that the first Purchase Period shall commence on the
Effective Time and end on October 31, 1996.

    S.    PURCHASE RIGHT shall mean the right granted to each Participant who
enrolls on the start date for a Purchase Period and which provides the
Participant with the right to purchase shares of Common Stock on the Purchase
Date for such Purchase Period, upon the terms set forth herein.

    T.    STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

    U.    UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.


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