EXHIBIT 10.3

KINZAN, INC.

2000 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

PAGE
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ARTICLE I PURPOSE AND DEFINITIONS..................................................2

ARTICLE II PARTICIPATION............................................................2

ARTICLE III CONTRIBUTIONS............................................................2

ARTICLE IV OPTIONS TO ACQUIRE SHARES................................................2

ARTICLE V ACCOUNTS.................................................................4

ARTICLE VI DISBURSEMENTS FROM ACCOUNT...............................................4

ARTICLE VII ADMINISTRATION AND EXPENSES..............................................5

ARTICLE VIII MERGERS AND OTHER SHARE ADJUSTMENTS......................................5

ARTICLE IX AMENDMENT AND TERMINATION................................................6

ARTICLE X MISCELLANEOUS............................................................6

KINZAN, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I PURPOSE AND DEFINITIONS

1.01 PURPOSE. The kinzan, inc. 2000 Employee Stock Purchase Plan, as
amended from time to time ("PLAN"), provides a convenient method of acquiring
shares of stock of kinzan, inc. ("COMPANY"), if you are eligible to
participate. The Plan is intended to qualify as an employee stock purchase
plan under section 423 of the Internal Revenue Code of 1986, as amended
("CODE") , but is not intended to be subject to section 401(a) of the Code or
the Employee Retirement Income Security Act of 1974, as amended.

1.02 DEFINITIONS. A term defined in the Plan shall have the meaning
ascribed to it wherever it is used herein unless the context indicates
otherwise.

ARTICLE II PARTICIPATION

2.01 ADOPTION BY SUBSIDIARIES. The Company's Board of Directors may
authorize the adoption of the Plan by one or more subsidiary corporations of
the Company ("PARTICIPATING SUBSIDIARIES").

2.02 ELIGIBILITY TO PARTICIPATE. You are eligible to participate in an
Offering under the Plan if, as of the first day of such Offering, you are
regularly scheduled to work more than twenty hours a week (as determined by
reference to the Company's employment records) and more than five months a
year for the Company and its Participating Subsidiaries, and you have
completed at least six months of employment with the Company and its
Participating Subsidiaries.

2.03 PARTICIPATION AGREEMENT. Participation in the Plan is voluntary with
respect to each Offering. To participate in an Offering, you must be eligible
and must complete a written enrollment form provided by the Company
("PARTICIPATION AGREEMENT") authorizing payroll deductions from your
paycheck. Your Participation Agreement will remain in effect through each
consecutive Offering unless you choose to revise or revoke it, or you become
ineligible to participate in the Plan.

2.04 TERMINATION OF YOUR PARTICIPATION. You may withdraw at any time from
any Offering by written notice to the Committee in such form as it may
require. Your participation will also end upon your termination of employment
with the Company and its parent and subsidiary corporations or when you
become ineligible to participate (including by reason of the Company or any
Participating Subsidiary terminating its participation in the Plan).

2.05 DESIGNATION OF BENEFICIARY. You shall, by written notice to the
Committee, designate a person or persons to receive the value of your Account
in the event of your death. You may, by written notice to the Committee
during employment, alter or revoke such designation, subject always to any
applicable law governing the designation of beneficiaries. Such written
notice shall be in such form and shall be executed in such manner as the
Committee may determine. If upon your death you have not designated a
beneficiary under the Plan or such beneficiary does not survive you, the
value of your Account shall be paid to your estate.

ARTICLE III CONTRIBUTIONS

3.01 PAYROLL DEDUCTIONS. You may accumulate savings to purchase Shares in
an Offering by authorizing payroll deductions pursuant to a Participation
Agreement, subject to such minimum and maximum limits (expressed in dollars
or as a percentage of wages) as the Committee may impose. Such savings shall
be credited to your Account with respect to the Offering to which they
relate. Payroll deductions for an Offering shall commence with the first
paycheck you receive during such Offering and shall end with the last
paycheck you receive during such Offering. Paychecks will be treated as
having been received when they are sent out or otherwise distributed.

3.02 CHANGE IN RATE OF CONTRIBUTIONS. You may reduce (but not increase) your
rate of payroll deduction during an Offering by written notice to the Committee
in such form and manner as it requires. Such reduction shall be effective as of
the first pay period thereafter by which the Company is able to process the
change.

3.03 POSSESSION OF CONTRIBUTIONS. All payroll deductions made pursuant to the
Plan shall be held for your benefit and on your behalf by the Company or any
custodian selected by the Committee. Such payroll deductions shall constitute
your property notwithstanding that they may be commingled with the general
assets of the Company or such custodian.

ARTICLE IV OPTIONS TO ACQUIRE SHARES

4.01 MAXIMUM NUMBER OF SHARES. The number of shares of common stock of the
Company ("SHARES") available for issuance under the Plan shall be 500,000
Shares with respect to the ten years following the adoption of the Plan. Any
Shares that are not actually purchased under the Plan for any reason shall
remain available for purchase hereunder.

4.02 OFFERINGS. The Company will offer Shares for purchase under the Plan
("OFFERING") for six-month periods beginning on January 1 and July 1 of each
calendar year, commencing at such time as determined at the Company's
discretion. The Company may make additional Offerings for different periods,
provided that no Offering shall extend for more than 27 months.

4.03 OPTIONS. Each Offering shall constitute an option to purchase whole
Shares at a price per Share equal to 85% of the lesser of (i) the fair market
value of a Share on the first day of such Offering or (ii) the fair market
value of a Share on the last day of such Offering. The fair market value of a
Share on any date shall be its closing price reported by the principal stock
exchange on which Shares are traded for such date or for the next earliest
date on which Shares were traded.

4.04 INDIVIDUAL LIMIT ON OPTIONS. No participant shall be granted or
otherwise permitted to have one or more options to purchase during any
calendar year shares of stock of the Company or any of its parent or
subsidiary corporations under the Plan or other plans qualifying under
Section 423 of the Code having a fair market value (as of the applicable date
of grant) of more than $25,000 in the aggregate for all such options.

4.05 PURCHASE OF SHARES. Unless you have withdrawn or become ineligible
prior to the end of an Offering, your accumulated savings shall be
automatically applied on the last day of the Offering to purchase whole
Shares to the extent feasible in accordance with the Offering. Such purchase
shall be treated as the exercise of an option represented by the Offering.
Any amount remaining in your Account after such purchase shall be applied to
the next Offering. You are not entitled or permitted to make cash payments in
lieu of payroll deductions to acquire Shares in an Offering. In no event
shall any Shares be purchased pursuant to an Offering more than 27 months
after the commencement of the Offering.

4.06 SOURCE OF SHARES. Shares may be purchased directly from the Company or
by the Broker pursuant to directions from the Committee. If the Broker
acquires Shares pursuant to an open market transaction, such purchase shall
be made at the market price prevailing on the applicable exchange.

4.07 RESTRICTION ON 5% OWNERS. No employee shall be permitted to purchase
Shares under the Plan if, immediately after such purchase, such employee
would possess stock having 5% or more of the total combined voting power of
all classes of stock of the Company or any of its parent or subsidiary
corporations, determined by applying the stock ownership rules of section
424(d) of the Code.

4.08 PROHIBITION AGAINST ASSIGNMENT. Your right to purchase Shares under
the Plan are exercisable only by you and may not be sold, pledged, assigned,
surrendered or transferred in any manner other than by will or the laws of
descent and distribution. Any attempt to sell, pledge, assign, surrender or
transfer such rights shall be void and shall automatically cause any purchase
rights held by you to be terminated. In such event, the Committee may refund
in cash, without interest, all contributions credited to your Account.

ARTICLE V ACCOUNTS

5.01 ESTABLISHMENT OF ACCOUNTS. The Committee shall cause to be maintained
a separate account for each participant ("ACCOUNT") to record the amount of
payroll deductions with respect to each Offering, and the purchase price for
and the number of Shares, credited to such participant. No interest or other
earnings shall be credited to any contributions under the Plan.

5.02 CUSTODY OF SHARES. The Committee shall select a broker ("BROKER")
which shall hold and act as custodian of Shares purchased pursuant to the
Plan. Absent instructions to the contrary from a participant, certificates
for Shares purchased will not be issued by the Broker to a participant.

5.03 VOTING OF SHARES. You shall direct the Broker as to how to vote the
full Shares credited to your Account.

ARTICLE VI DISBURSEMENTS FROM ACCOUNT

6.01 WITHDRAWAL OF CONTRIBUTIONS. Upon your withdrawal from any Offering,
all or any designated portion of the contributions credited to your Account
with respect to such Offering shall be disbursed, without interest, to you.

6.02 WITHDRAWAL OF SHARES. You may at any time withdraw all or any number
of whole Shares credited to your Account under the Plan by directing the
Broker to cause your Shares to be (i) issued as certificates in your name,
(ii) transferred to another brokerage account of yours or (iii) sold and the
net proceeds (less applicable commissions and other charges) distributed in
cash to you.

6.03 DISTRIBUTION UPON TERMINATION. Upon termination of your participation
in the Plan as a whole prior to the expiration of all Offerings thereunder,
all contributions and Shares credited to your Account shall be disbursed to
and as directed by you in accordance with the Plan. All contributions
credited to your Account that have not been applied to the purchase of Shares
shall be returned to you without interest, unless such termination coincides
with the expiration of an Offering and Shares are purchased accordingly.
Shares credited to your Account shall, in accordance with instructions to the
Broker from you and at your expense, be distributed in the same manner as
permitted upon any withdrawal.

6.04 FAILURE TO PROVIDE DIRECTIONS. If within ninety (90) days after you
have withdrawn from the Plan you have not notified the Broker of your
instructions as set forth herein, the Committee shall direct the Broker to
issue Shares in your name and deliver the same to you at your last known
address.

6.05 SALE OF SHARES. If you elect to receive the proceeds from the sale of
your Shares, the amount payable shall be determined by the Broker based upon
the proceeds of the sale of your Shares at the market price prevailing on the
New York Stock Exchange, less any applicable commissions, fees and charges.
The Broker, acting on your behalf, shall take such action as soon as
practicable, but in

no event later than five (5) business days after receipt of notification from
you. The Company assumes no responsibility in connection with such
transactions, and all commissions, fees or other charges arising in
connection therewith shall be borne directly by you. The amount thus
determined shall be paid in a lump sum to you.

ARTICLE VII ADMINISTRATION AND EXPENSES

7.01 COMMITTEE. The Plan shall be administered by a committee, which shall
consist of such members as determined by the Company ("COMMITTEE"). The
Committee shall interpret and apply the provisions of the Plan in its good
faith discretion, and the Committee's decision is final and binding. The
Committee may establish rules for the administration of the Plan.

7.02 EXPENSES FOR PURCHASE OF SHARES. The Company shall pay brokerage
commissions, fees and other charges, if any, incurred for purchases of Shares
with payroll deductions made under the Plan.

7.03 EXPENSES TO SELL OR TRANSFER SHARES. All brokerage commissions, fees or
other charges in connection with any sale or other transfer of your Shares shall
be paid by you. In addition, any charges by the Broker in connection with your
request to have certificates representing Shares registered in your name shall
be paid by you.

7.04 POST-TERMINATION EXPENSES. Upon your termination of employment or your
withdrawal from the Plan for any other reason, all commissions, fees and
other charges thereafter relating to your Account will be your responsibility.

ARTICLE VIII MERGERS AND OTHER SHARE ADJUSTMENTS

8.01 MERGERS OR OTHER CONSOLIDATIONS. In the event that the Company is a
party to a merger or consolidation, outstanding options under the Plan shall
be subject to the agreement of merger or consolidation. Such agreement,
without the consent of any participant, may provide for:

(a) the continuation of such outstanding options by the Company
(if the Company is the surviving corporation);

(b) the assumption of the Plan and such outstanding options
by the surviving corporation or its parent;

(c) the substitution by the surviving corporation or its parent
of options with substantially the same terms for such
outstanding options, including the substitution of shares of
common stock of the surviving corporation with such
appropriate adjustments so as not to enlarge or diminish the
rights of participants; or

(d) the cancellation of such outstanding options without payment
of any consideration other than the return of contributions
credited to participants' Accounts, without interest.

8.02 ADJUSTMENTS TO SHARES OR OPTIONS. In the event of a subdivision of the
outstanding common stock, a declaration of a dividend payable in Shares, a
declaration of an extraordinary dividend payable in a form other than Shares
in an amount that has a material effect on the fair market value of the
Shares, a combination or consolidation of the outstanding Shares into a
lesser number of Shares, a recapitalization, a spin-off, a reclassification
or a similar occurrence, the Company's Board of Directors shall make
appropriate adjustments so as not to enlarge or diminish the rights of
participants, in one or more of (i) the number of Shares available for
purchase under the Plan, (ii) the number of Shares subject to purchase under
outstanding options or (iii) the purchase price per Share under each
outstanding option.

ARTICLE IX AMENDMENT AND TERMINATION

9.01 The Board of Directors of the Company may at any time terminate or
amend the Plan in any respect, including, but not limited to, terminating the
Plan prior to the end of an Offering Period or reducing the term of an
Offering Period; provided, however, that the number of Shares subject to
purchase under the Plan shall not be increased without approval of the
Company's shareholders.

9.02 The Plan and all rights of participants to purchase any Shares
hereunder shall terminate at the earlier of the conclusion of the last
Offering Period authorized herein, or as otherwise determined by and at the
discretion of the Company.

9.03 Upon termination of the Plan at the end of an Offering Period, Shares
shall be issued to participants, and cash, if any, remaining in the Accounts
of the participants, shall be refunded to them, as if the Plan were
terminated at the end of an Offering Period. Upon termination of the Plan
prior to the end of an Offering Period, all amounts not previously applied to
the purchase of Shares shall be distributed to you.

9.04 No amendments to the Plan which affects the responsibilities or duties
of the Broker shall be effective without the agreement and approval of the
Broker.

ARTICLE X MISCELLANEOUS

10.01 JOINT OWNERSHIP. Shares may be registered in the name of the
participant, or, if he or she so designates, in his or her name jointly with
his or her spouse, with a right of survivorship.

10.02 NO EMPLOYMENT RIGHTS. The Plan shall not be deemed to constitute a
contract of employment between the Company and you, nor shall it interfere
with

the right of the Company to terminate you and treat you without regard to the
effect which such treatment might have upon you under the Plan.

10.03 TAX WITHHOLDING. The Company shall withhold from amounts to be paid to
you as wages, any applicable Federal, state or local withholding or other
taxes which it is from time to time required by law to withhold.

10.04 COMPLIANCE WITH LAWS. The Company may direct the Broker to delay the
issuance of any certificate in the name of any person or the delivery of
Shares to any person if it determines that listing, registration or
qualification of such Shares upon any national securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in
connection with, the sale or purchase of Shares under the Plan, until such
listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Company.

10.05 GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware and without regard to the
conflict of laws principles of such state.

KINZAN, INC.

By: /s/ Jeffrey P. Higgins
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Name: Jeffrey P. Higgins
Title: Vice President and
General Counsel