Exhibit 10.3

                           HARVARD BIOSCIENCE, INC.
                         EMPLOYEE STOCK PURCHASE PLAN

     The purpose of the Harvard Bioscience, Inc. Employee Stock Purchase Plan
("the Plan") is to provide eligible employees of Harvard Bioscience, Inc. (the
"Company") and certain of its subsidiaries with opportunities to purchase
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). Five hundred thousand (500,000) shares of Common Stock in the
aggregate have been approved and reserved for this purpose. The Plan is
intended to constitute an "employee stock purchase plan" within the meaning
of Section 423(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), and shall be interpreted in accordance with that intent.

     1. ADMINISTRATION. The Plan will be administered by the person or persons
(the "Administrator") appointed by the Company's Board of Directors (the
"Board") for such purpose. The Administrator has authority to make rules and
regulations for the administration of the Plan, and its interpretations and
decisions with regard thereto shall be final and conclusive. No member of the
Board or individual exercising administrative authority with respect to the
Plan shall be liable for any action or determination made in good faith with
respect to the Plan or any option granted hereunder.

     2. OFFERINGS. The Company will make one or more offerings to eligible
employees to purchase Common Stock under the Plan ("Offerings"). Unless
otherwise determined by the Administrator, the initial Offering will begin on
January 1, 2001 and will end on June 30, 2001 (the "Initial Offering").
Thereafter, unless otherwise determined by the Administrator, an Offering
will begin on the first business day occurring on or after each January 1 and
July 1




and will end on the last business day occurring on or before the following
June 30 and December 31, respectively. The Administrator may, in its
discretion, designate a different period for any Offering, provided that no
Offering shall exceed six months in duration or overlap any other Offering.

     3. ELIGIBILITY. All employees of the Company (including employees who
are also directors of the Company) and all employees of each Designated
Subsidiary (as defined in Section 11) are eligible to participate in any one
or more of the Offerings under the Plan, provided that as of the first day
of the applicable Offering (the "Offering Date") they are customarily
employed by the Company or a Designated Subsidiary for more than 20 hours a
week.

     4. PARTICIPATION. An employee eligible on any Offering Date may
participate in such Offering by submitting an enrollment form to his
appropriate payroll location at least 15 business days before the Offering
Date (or by such other deadline as shall be established for the Offering).
The form will (a) state a whole percentage to be deducted from his
Compensation (as defined in Section 11) per pay period, (b) authorize the
purchase of Common Stock for him in each Offering in accordance with the
terms of the Plan and (c) specify the exact name or names in which shares of
Common Stock purchased for him are to be issued pursuant to Section 10. An
employee who does not enroll in accordance with these procedures will be
deemed to have waived his right to participate. Unless an employee files a
new enrollment form or withdraws from the Plan, his deductions and purchases
will continue at the same percentage of Compensation for future Offerings,
provided he remains eligible.

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Notwithstanding the foregoing, participation in the Plan will neither be
permitted nor be denied contrary to the requirements of the Code.

     5. EMPLOYEE CONTRIBUTIONS. Each eligible employee may authorize payroll
deductions at a minimum of one percent (1%) up to a maximum of ten percent
(10%) of his Compensation for each pay period. The Company will maintain book
accounts showing the amount of payroll deductions made by each participating
employee for each Offering. No interest will accrue or be paid on payroll
deductions.

     6. DEDUCTION CHANGES. Except as may be determined by the Administrator
in advance of an Offering, an employee may not increase or decrease his
payroll deduction during any Offering, but may increase or decrease his
payroll deduction with respect to the next Offering (subject to the
limitations of Section 5) by filing a new enrollment form at least 15
business days before the next Offering Date (or by such other deadline as
shall be established for the Offering). The Administrator may, in advance of
any Offering, establish rules permitting an employee to increase, decrease or
terminate his payroll deduction during an Offering.

     7. WITHDRAWAL. An employee may withdraw from participation in the Plan by
delivering a written notice of withdrawal to his appropriate payroll location.
The employee's withdrawal will be effective as of the next business day.
Following an employee's withdrawal, the Company will promptly refund to him
his entire account balance under the Plan (after payment for any Common Stock
purchased before the effective date of withdrawal). Partial withdrawals are
not permitted. The employee may not begin participation again during the


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remainder of the Offering, but may enroll in a subsequent Offering in
accordance with Section 4.

     8. GRANT OF OPTIONS. On each Offering Date, the Company will grant to
each eligible employee who is then a participant in the Plan an option
("Option") to purchase on the last day of such Offering (the "Exercise
Date"), at the Option Price hereinafter provided for, (a) a number of shares
of Common Stock, which number shall not exceed the number of whole shares
which is less than or equal to $12,500 divided by the closing price per share
of Common Stock on the Offering Date, or (b) such other lesser maximum number
of shares as shall have been established by the Administrator in advance of
the Offering. The purchase price for each share purchased under each Option
(the "Option Price") will be 85% of the Fair Market Value of the Common Stock
on the Offering Date or the Exercise Date, whichever is less.

     Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would
be treated as owning stock, possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 11). For purposes of the
preceding sentence, the attribution rules of Section 424(d) of the Code shall
apply in determining the stock ownership of an employee, and all stock which
the employee has a contractual right to purchase shall be treated as stock
owned by the employee. In addition, no employee may be granted an Option
which permits his rights to purchase stock under the Plan, and any other
employee stock purchase plan of the Company and its Parents and Subsidiaries,
to accrue at a rate which exceeds $25,000 of the fair market value of such
stock (determined on

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the option grant date or dates) for each calendar year in which the Option is
outstanding at any time. The purpose of the limitation in the preceding
sentence is to comply with Section 423(b)(8) of the Code.

     9. EXERCISE OF OPTION AND PURCHASE OF SHARES. Each employee who
continues to be a participant in the Plan on the Exercise Date shall be
deemed to have exercised his Option on such date and shall acquire from the
Company such number of whole shares of Common Stock reserved for the purpose
of the Plan as his accumulated payroll deductions on such date will purchase
at the Option Price, subject to any other limitations contained in the Plan.
Any amount remaining in an employee's account at the end of an Offering
solely by reason of the inability to purchase a fractional share will be
carried forward to the next Offering; any other balance remaining in an
employee's account at the end of an Offering will be refunded to the employee
promptly.

    10. ISSUANCE OF CERTIFICATES. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the
employee, in the name of the employee and another person of legal age as
joint tenants with rights of survivorship, or in the name of a broker
authorized by the employee to be his, or their, nominee for such purpose.

    11. DEFINITIONS.

        The term "Compensation" means the amount of base pay, prior to salary
reduction pursuant to either Section 125 or 401(k) of the Code, but excluding
overtime, commissions, incentive or bonus awards, allowances and
reimbursements for expenses such as relocation allowances or travel expenses,
income or gains on the exercise of Company stock options, and similar items.

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        The term "Designated Subsidiary" means any present or future
Subsidiary (as defined below) that has been designated by the Board to
participate in the Plan. The Board may so designate any Subsidiary, or revoke
any such designation, at any time and from time to time, either before or
after the Plan is approved by the stockholders.

        The term "Fair Market Value of the Common Stock" on any given date
means the fair market value of the Common Stock determined in good faith by
the Administrator; PROVIDED, HOWEVER, that if the Common Stock is admitted to
quotation on the National Association of Securities Dealers Automated
Quotation System ("Nasdaq"), Nasdaq National System or national securities
exchange, the determination shall be made by reference to market quotations.
If there are no market quotations for such date, the determination shall be
made by reference to the last date preceding such date for which there are
market quotations.

        The term "Initial Public Offering" means the consummation of the
first fully underwritten, firm commitment public offering pursuant to an
effective registration statement under the Securities Act of 1933, as
amended, other than on Forms S-4 or S-8 or their then equivalents, covering
the offer and sale by the Company of its Common Stock.

        The term "Parent" means a "parent corporation" with respect to the
Company, as defined in Section 424(e) of the Code.

        The term "Subsidiary" means a "subsidiary corporation" with respect
to the Company, as defined in Section 424(f) of the Code.

    12. RIGHTS ON TERMINATION OF EMPLOYMENT. If a participating employee's
employment terminates for any reason before the Exercise Date for any
Offering, no payroll deduction will be taken from any pay due and owing to
the employee and the balance in his

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account will be paid to him or, in the case of his death, to his designated
beneficiary as if he had withdrawn from the Plan under Section 7. An employee
will be deemed to have terminated employment, for this purpose, if the
corporation that employs him, having been a Designated Subsidiary, ceases to
be a Subsidiary, or if the employee is transferred to any corporation other
than the Company or a Designated Subsidiary.

    13. SPECIAL RULES. Notwithstanding anything herein to the contrary, the
Administrator may adopt special rules applicable to the employees of a
particular Designated Subsidiary, whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in
a jurisdiction where such Designated Subsidiary has employees; provided that
such rules are consistent with the requirements of Section 423(b) of the
Code. Such special rules may include (by way of example, but not by way of
limitation) the establishment of a method for employees of a given Designated
Subsidiary to fund the purchase of shares other than by payroll deduction, if
the payroll deduction method is prohibited by local law or is otherwise
impracticable. Any special rules established pursuant to this Section 13
shall, to the extent possible, result in the employees subject to such rules
having substantially the same rights as other participants in the Plan.

    14. OPTIONEES NOT STOCKHOLDERS. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
holder of the shares of Common Stock covered by an Option under the Plan
until such shares have been purchased by and issued to him.


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    15. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

    16. APPLICATION OF FUNDS. All funds received or held by the Company under
the Plan may be combined with other corporate funds and may be used for any
corporate purpose.

    17. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event of
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for the Plan, and the
share limitation set forth in Section 8, shall be increased proportionately,
and such other adjustments shall be made as may be deemed equitable by the
Administrator. In the event of any other change affecting the Common Stock,
such adjustment shall be made as may be deemed equitable by the Administrator
to give proper effect to such event.

    18. AMENDMENT OF THE PLAN. The Board may at any time, and from time to
time, amend the Plan in any respect, except that without the approval, within
12 months of such Board action, by the stockholders, no amendment shall be
made increasing the number of shares approved for the Plan or making any
other change that would require stockholder approval in order for the Plan,
as amended, to qualify as an "employee stock purchase plan" under Section
423(b) of the Code.

    19. INSUFFICIENT SHARES. If the total number of shares of Common Stock
that would otherwise be purchased on any Exercise Date plus the number of
shares purchased under previous Offerings under the Plan exceeds the maximum
number of shares issuable under the Plan, the shares then available shall be
apportioned among participants in proportion to the


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amount of payroll deductions accumulated on behalf of each participant that
would otherwise be used to purchase Common Stock on such Exercise Date.

    20. TERMINATION OF THE PLAN. The Plan may be terminated at any time by
the Board. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be promptly refunded.

    21. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver Common Stock under the Plan is subject to obtaining all governmental
approvals required in connection with the authorization, issuance, or sale of
such stock.

        The Plan shall be governed by Delaware law except to the extent that
such law is preempted by federal law.

    22. ISSUANCE OF SHARES. Shares may be issued upon exercise of an Option
from authorized by unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

    23. TAX WITHHOLDING. Participation in the Plan is subject to any minimum
required tax withholding on income of the participant in connection with the
Plan. Each employee agrees, by entering the Plan, that the Company and its
Subsidiaries shall have the right to deduct any such taxes from any payment
of any kind otherwise due to the employee, including shares issuable under
the Plan.

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    24. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by entering
the Plan, to give the Company prompt notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.

    25. EFFECTIVE DATE AND APPROVAL OF SHAREHOLDERS. The Plan shall take
effect on the first day of the Company's Initial Public Offering, subject to
approval by the holders of a majority of the votes cast at a meeting of
stockholders at which a quorum is present or by written consent of the
stockholders.


DATE APPROVED BY BOARD OF DIRECTORS: October 26, 2000
DATE APPROVED BY STOCKHOLDERS: _____________, 2000






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