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                                 HEARTPORT, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                  (Amended and Restated as of February 5, 1999)

         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.

                  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 initially
not exceed Two Hundred Forty Thousand (240,000) shares. In addition, the
number of shares of Common Stock available for purchase under the Plan shall
automatically increase by the lesser of (i) 0.5% of the total number of
shares of Common Stock outstanding on the last day of the preceding calendar
year or (ii) 150,000 shares on January 1 each year beginning January 1, 1999.

                  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

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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.

                  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

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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 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

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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. 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

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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.

                 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

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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 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


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         Rights at a rate equal to Twenty-Five Thousand Dollars ($25,000) worth
         of Common 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, and the stockholders approved the amendment and
restatement at the 1997 Annual Meeting. The Plan was subsequently amended and
restated on February 5, 1999 to increase the provide for annual automatic
increases to the share reserve and the amendment and the stockholders
approved the amendment and restatement at the 1999 Annual Meeting. 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
regularlyscheduled 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
Boardmembers 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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