PRIMIX
EXHIBIT 10.3
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<TYPE>EX-10.3
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<FILENAME>a2043475zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
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                                                                    Exhibit 10.3

                              PRIMIX SOLUTIONS INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                         Amended as of January 26, 2001

      The purpose of the Primix Solutions Inc. Employee Stock Purchase Plan
("the Plan") is to provide eligible employees of Primix Solutions Inc. (the
"Company") and certain of its subsidiaries with opportunities to purchase shares
of the Company's common stock, $.001 par value (the "Common Stock"). Seven
hundred five thousand eight hundred thirteen (705,813) shares of Common Stock in
the aggregate have been authorized for issuance 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 Company's Board of
Directors (the "Board") or by a committee appointed by the Board for such
purpose (the "Committee"). The Board or the Committee 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 Committee 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"). Each Offering
shall begin on the first business day occurring on or after each June 1 and
December 1 and will end on the last business day occurring in the following
November and May, respectively.

      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


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customarily employed by the Company or a Designated Subsidiary for more than
twenty (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 ten (10) business days before the Offering Date (or by
such other deadline as shall be established for the Offering). The form will (a)
state the amount 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 amount of Compensation for future
Offerings, provided he remains eligible. 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 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. An employee may not increase or decrease (except in
the context of a withdrawal described in Section 7) 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 ten (10) business days before the next Offering Date
(or by such other deadline as shall be established for the 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
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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 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, such number of whole shares of Common Stock
reserved for the purposes of the Plan as does not exceed the number of shares
equal in value to ten percent (10%) of such employee's projected Compensation
for the period of the Offering divided by eighty five percent (85%) of the
lesser of the Fair Market Value of the Common Stock (as defined in Section 11)
on the Offering Date and the Exercise Date. The purchase price for each share
purchased under such 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 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 the Option
grant
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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 balance remaining in
an employee's account at the end of an Offering will be refunded to the employee
promptly; provided, however, that if such balance is less than the Fair Market
Value of the Common Stock of a whole share of Common Stock, the Company may
retain such amount in the employee's account to be applied to purchase shares
during the next Offering, unless such employee withdraws from participation in
the Plan pursuant to Section 7.

      10. Issuance of Certificates. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
or in the name of the employee and another person of legal age as joint tenants
with rights of survivorship.

      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 commissions, overtime, 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.

      The term "Designated Subsidiary" means any present or future Subsidiary
(as defined below) that is designated from time to time by the Board or the
Committee to participate in the Plan. Subsidiaries may be so designated either
before or after the Plan is approved by the stockholders.

      The term "Fair Market Value of the Common Stock" means (i) if the Common
Stock is admitted to quotation on the National Association of Securities Dealers
Automated Quotation
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System ("NASDAQ") on the date the Option is granted, not less than the average
of the highest bid and lowest asked prices of the Common Stock on NASDAQ
reported for such date, or (ii) if the Common Stock is admitted to trading on a
national securities exchange or the NASDAQ National Market System on the date
the Option is granted, not less than the closing price reported for the Common
Stock on such exchange or system for such date or, if no sales were reported for
such date, for the last date preceding such date for which a sale was reported.
In each case, Fair Market Value of the Common Stock shall be determined by the
Committee in good faith.

      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 Retirement, Death, or Other 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 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. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under the Plan
until such shares have been purchased by and issued to him.

      14. 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.
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      15. 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.

      16. 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, the number
of shares subject to any outstanding Option and the Option Price for such
outstanding Option, shall be increased proportionately, and such other
adjustment shall be made as may be deemed equitable by the Board or the
Committee. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.

      17. Amendment of the Plan. The Board or the Committee may at any time, and
from time to time, amend the Plan in any respect, except that without the
approval, within twelve (12) months of such Board or Committee action, by the
holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting of stockholders, no amendment
shall be made (a) increasing the number of shares approved for the Plan or (b)
changing the designation of corporations or class of corporations whose
employees are eligible to receive Options under the Plan.

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

      19. Termination of the Plan. The Plan may be terminated at any time by the
Board or the Committee. Upon termination of the Plan, all amounts in the
accounts of the participating employees shall be promptly refunded.
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      20. Governmental Regulations. The Company's obligation to sell and deliver
Common Stock under the Plan is subject to listing on NASDAQ (or other national
exchange) and 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.

      21. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

      22. Tax Withholding. Participation in the Plan is subject to any 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.

      23. 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.

      24. Effective Date and Approval of Stockholders. 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 shares of stock of the Company
present or represented and entitled to vote at a meeting of stockholders, which
approval must occur within twelve (12) months of the adoption of the Plan by the
Board.
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