INTEGRATED INFORMATION SYSTEMS INC
2000 EMPLOYEE STOCK PURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>2000 EMPLOYEE STOCK PURCHASE PLAN
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<PAGE>

                                                                    EXHIBIT 10.2

                             AMENDED AND RESTATED
                     INTEGRATED INFORMATION SERVICES, INC.
                       2000 EMPLOYEE STOCK PURCHASE PLAN

     1.  PURPOSE.  The purpose of this Integrated Information Services, Inc.
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2000 Employee Stock Purchase Plan (the "Plan") is to encourage stock ownership
by eligible employees of Integrated Information Services, Inc. (the "Company")
and its Subsidiaries and thereby provide employees with an incentive to
contribute to the profitability and success of the Company.  The Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code and will be maintained for the exclusive benefit of eligible employees
of the Company and its Subsidiaries.

     2.  DEFINITIONS.  For purposes of the Plan, in addition to the terms
         -----------
defined in Section 1, the following terms are defined:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Cash Account" means the account maintained on behalf of a
Participant by the Company for the purpose of holding cash contributions
withheld from payroll pending investment in Stock.

          (c) "Code" means the Internal Revenue Code of 1986, as amended.

          (d) "Custodian" means the registrar and transfer agent for the
Company's Stock, or any successor or replacement appointed by the Board or its
delagatee under Section 3(a).

          (e) "Earnings" means a Participant's salary or wages for services
performed for the Company and its Subsidiaries and received by a Participant for
services rendered during an Offering Period.

          (f) "Fair Market Value" means the closing price of the Stock on the
relevant date as reported on NASDAQ (or any national securities exchange or
quotation system on which the Stock is then listed), or if there were no sales
on that date the closing price on the next preceding date for which a closing
price was reported.

          (g) "Offering Period" means the six-month period beginning January 1
and ending June 30, and every six month period thereafter each year, with the
second Offering Period to begin on July 1 and ending December 31 each year;
provided, however, that during the year 2000, (i) the first Offering Period
shall begin on the consummation of the Company's initial public offering of
Stock (the "First Commencement Date") and shall end on either (A) September 30,
            -----------------------
2000, in which case the second Offering Period for the year 2000 shall commence
on October 1, 2000 and shall end on December 31, 2000, or, (B) if the First
Commencement Date is after June 30, 2000, then December 31, 2000; in which case
there shall be only one Offering Period in 2000.

          (h) "Participant" means an employee of the Company or a Subsidiary who
is participating in the Plan.

          (i) "Purchase Right" means a Participant's option to purchase Stock
that is deemed to be outstanding during a Offering Period.  A Purchase Right
represents an "option" under Section 423 of the Code.

          (j) "Stock" means the common stock of the Company.

          (k) "Stock Account" means the account maintained on behalf of the
Participant by the Custodian for the purpose of holding Stock acquired under the
Plan.

          (l) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain as set forth in Code Section
424(f).
<PAGE>

     3.  ADMINISTRATION.
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          (a) Board Administration.  The Plan will be administered by the Board.
              --------------------
The Board may delegate its administrative duties and authority (other than its
authority to amend the Plan) to any Board committee or to any officers or
employees or committee thereof as the Board may designate (in which case
references to the Board will be deemed to refer to the administrator to which
such duties and authority have been delegated).  The Board will have full
authority to adopt, amend, suspend, waive, and rescind rules and regulations and
appoint agents as it deems necessary or advisable to administer the Plan, to
correct any defect or supply any omission or reconcile any inconsistency in the
Plan and to construe and interpret the Plan and rules and regulations
thereunder, to furnish to the Custodian such information as the Custodian may
require, and to make all other decisions and determinations under the Plan
(including determinations relating to eligibility).  No person acting in
connection with the administration of the Plan will, in that capacity,
participate in deciding any matter relating to his or her participation in the
Plan.

          (b) The Custodian.  The Custodian will act as custodian under the
              -------------
Plan, and will perform duties under the Plan and in any agreement between the
Company and the Custodian.  The Custodian will establish and maintain
Participants Stock Accounts and any subaccounts as may be necessary or desirable
to administer the Plan.

          (c) Waivers.  The Board may waive or modify any requirement that a
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notice or election be made or filed under the Plan a specified period in advance
on an individual case or by adopting a rule or regulation under the Plan,
without amending the Plan.

          (d) Other Administrative Provisions.  The Company will furnish
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information from its records as directed by the Board, and such records,
including a Participant's Earnings, will be conclusive on all persons unless
determined by the Board to be incorrect.  Each Participant and other person
claiming benefits under the Plan must furnish to the Company in writing an up-
to-date mailing address and any other information as the Board or Custodian may
reasonably request.  Any communication, statement, or notice mailed with postage
prepaid to any such Participant or other person at the last mailing address
filed with the Company will be deemed sufficiently given when mailed and will be
binding upon the named recipient.  The Plan will be administered on a reasonable
and nondiscriminatory basis and uniform rules will apply to all persons
similarly situated.  All Participants will have equal rights and privileges
(subject to the terms of the Plan) with respect to Purchase Right outstanding
during any given Offering Period.

     4.  STOCK SUBJECT TO PLAN.  Subject to adjustment as provided below, the
         ---------------------
total number of shares of Stock reserved and available for issuance or which may
be otherwise acquired upon exercise of Purchase Rights under the Plan will be
700,000.  Any shares of Stock delivered by the Company under the Plan may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.  The number and kind of such shares of Stock subject to the Plan will be
proportionately adjusted, as determined by the Board, in the event of any
extraordinary dividend or other distribution, recapitalization, forward or
reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction or event
affecting the Stock.

     5.  ENROLLMENT AND CONTRIBUTIONS.
         ----------------------------

          (a) Eligibility.  An employee of the Company or a Subsidiary may be
              -----------
enrolled in the Plan for any Offering Period if such employee is employed by the
Company or a Subsidiary on the first day of the Offering Period, unless one of
the following applies to the employee:

               (i)  such person has been employed by the Company or a Subsidiary
                    less than 90 days, or

              (ii)  such person is customarily employed by the Company or a
                    Subsidiary for 20 hours or less a week; or
<PAGE>

             (iii)  such person is customarily employed by the Company or a
                    Subsidiary for not more than five months in any calendar
                    year; or

              (iv)  such person would, immediately upon enrollment, be deemed to
                    own, for purposes of Section 423(b)(3) of the Code, an
                    aggregate of five percent or more of the total combined
                    voting power or value of all outstanding shares of all
                    classes of the Company or any Subsidiary.

The Company will notify an employee of the date as of which he or she is
eligible to enroll in the Plan, and will make available to each eligible
employee the necessary enrollment forms.  Notwithstanding the above, any
individual who is employed by the Company or a Subsidiary and who is working
outside of the United States shall not be eligible to participate in the Plan if
the laws of the country in which the employee is working makes the offer of the
Purchase Right or the delivery of Stock under the Plan impractical.
Additionally, the offer of the Purchase Right and the delivery of Stock under
the Plan shall only be effective for any individual who is employed by the
Company or a Subsidiary and who is working outside of the United States only
after the Company has complied with the applicable laws of the country in which
the employee is working.

          (b) Initial Enrollment.  An employee who is eligible under Section
              ------------------
5(a) (or who will become eligible on or before a given Offering Period) may,
after receiving current information about the Plan, initially enroll in the Plan
by executing and filing with the Company a properly completed enrollment form,
including the employee's election as to the rate of payroll contributions for
the Offering Period.  To be effective for any Offering Period, such enrollment
form must be filed at least two weeks preceding such Offering Period.

          (c) Automatic Re-enrollment for Subsequent Offering Periods.  A
              -------------------------------------------------------
Participant whose enrollment in, and payroll contributions under, the Plan
continues throughout a Offering Period will automatically be re-enrolled in the
Plan for the next Offering Period unless (i) the Participant terminates
enrollment before the next Offering Period in accordance with Section 7(a), or
(ii) the Participant is ineligible to participate under Section 5(a).  The
initial rate of payroll contributions for a Participant who is automatically re-
enrolled for a Offering Period will be the same as the rate of payroll
contribution in effect at the end of the preceding Offering Period, unless the
Participant files a new enrollment form designating a different rate of payroll
contributions and such new enrollment form is received no later than two weeks
prior to the beginning of the next Offering Period.

          (d) Payroll Contributions.  A Participant will make contributions
              ---------------------
under the Plan by means of payroll deductions from each payroll period which
ends during the Offering Period, at the rate elected by the Participant in his
or her enrollment form in effect for that Offering Period (except that such rate
may be changed during the Offering Period to the extent permitted below).  The
rate of payroll contributions elected by a Participant may not be less than one
percent (1%) nor more than ten percent (10%) of the Participant's Earnings for
each payroll period, and only whole percentages may be elected; provided,
                                                                ---------
however, that the Board may specify a lower minimum rate and higher maximum
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rate, subject to Section 8(c).  Notwithstanding the above, a Participant's
payroll contributions will be adjusted downward by the Company as necessary to
ensure that the limit on the amount of Stock purchased with respect to a
Offering Period set forth in Section 6(a)(iii) is not exceeded.  A Participant
may elect to increase, decrease, or discontinue payroll contributions for a
future Offering Period by filing a new enrollment form designating a different
rate of payroll contributions, which form must be received at least two weeks
prior to the beginning of an Offering Period to be effective for that Offering
Period.  In addition, a Participant may elect to discontinue payroll
contributions during an Offering Period by filing a new enrollment form, such
change to be effective for the next payroll after the Participant's new
enrollment form is received.

          (e) Crediting Payroll Contributions to Cash Accounts.  All payroll
              ------------------------------------------------
contributions by a Participant under the Plan will be credited to a Cash Account
maintained by the Company on behalf of the Participant. The Company will credit
payroll contributions to each Participant's Cash Account as soon as practicable
after the contributions are withheld from the Participant's Earnings.

          (f) No Interest on Cash Accounts.  No interest will be credited or
              ----------------------------
paid on cash balances in Participant's Cash Accounts pending investment in
Stock.
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     6.  PURCHASES OF STOCK
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          (a) Purchase Rights.  Enrollment in the Plan for any Offering Period
              ---------------
by a Participant will constitute a grant by the Company of a Purchase Right to
such Participant for such Offering Period.  Each Purchase Right will be subject
to the following terms:

               (i)  The purchase price at which Stock will be purchased under a
                    Purchase Right will be as specified in Section 6(c).

              (ii)  Except as limited in (iii) below, the number of shares of
                    Stock that may be purchased upon exercise of the Purchase
                    Right for a Offering Period will equal the number of shares
                    (including fractional shares) that can be purchased at the
                    purchase price specified in Section 6(c) with the aggregate
                    amount credited to the Participant's Cash Account as of the
                    last day of an Offering Period.

             (iii)  The number of shares of Stock subject to a Participant's
                    Purchase Right for any Offering Period will not exceed the
                    number derived by dividing $12,500 by 100% of the Fair
                    Market Value of one share of Stock on the first day of the
                    Offering Period for the Offering Period.

              (iv)  The Purchase Right will be automatically exercised on the
                    last day of the Offering Period.

               (v)  Payments by a Participant for Stock purchased under a
                    Purchase Right will be made only through payroll deduction
                    in accordance with Section 5(d) and (e).

              (vi)  The Purchase Right will expire on the earlier of the last
                    day of the Offering Period or the date on which the
                    Participant's enrollment in the Plan terminates.

          (b) Purchase of Stock.  At or as promptly as practicable after the
              -----------------
last day of an Offering Period, amounts credited to each Participant's Cash
Account will be applied by the Company to purchase Stock, in accordance with the
terms of the Plan.  Shares of Stock will be purchased from the Company.  The
Company will aggregate the amounts in all Cash Accounts when purchasing Stock,
and shares purchased will be allocated to each Participant's Stock Account in
proportion to the cash amounts withdrawn from such Participant's Cash Account.
After completing purchases for each Offering Period (which will be completed in
not more than 15 calendar days after the last day of an Offering Period), all
shares of Stock so purchased for a Participant will be credited to the
Participant's Stock Account.

          (c) Purchase Price.  The purchase price of each share of Stock
              --------------
purchased for each Offering Period will equal 85% of the lesser of (i) the Fair
Market Value of a share of Stock on the first day of an Offering Period, or (ii)
the Fair Market Value of a share of Stock on the last day of an Offering Period.

          (d) Dividend Reinvestment; Other Distributions.  Cash dividends on any
              ------------------------------------------
Stock credited to a Participant's Stock Account will be automatically reinvested
in additional shares of Stock; such amounts will not be available in the form of
cash to Participants.  The Company will aggregate all purchases of Stock in
connection with dividend reinvestment for a given dividend payment date.
Purchases of Stock for purposes of dividend reinvestment will be made as
promptly as practicable (but not more than 15 calendar days) after a dividend
payment date.  The purchases will be made directly from the Company at 100% of
the Fair Market Value of a share of Stock on the dividend payment date.  Any
shares of Stock distributed as a dividend or distribution in respect of shares
of Stock or in connection with a split of the Stock credited to a Participant's
Stock Account will be credited to such Account.

          (e) Withdrawals and Transfers.  Shares of Stock may be withdrawn from
              -------------------------
a Participant's Stock Account, in which case one or more certificates for whole
shares may be issued in the name of, and delivered to, the Participant, with
such Participant receiving cash in lieu of fractional shares based on the Fair
Market Value of a share of Stock on the day preceding the date of withdrawal.
Alternatively, whole shares of Stock may be
<PAGE>

withdrawn from a Participant's Stock Account by means of a transfer to a broker-
dealer or financial institution that maintains an account for the Participant,
together with the transfer of cash in lieu of fractional shares based on the
Fair Market Value of a share of Stock on the day preceding the date of
withdrawal. Participants may not designate any other person to receive shares of
Stock withdrawn or transferred under the Plan. A Participant seeking to withdraw
or transfer shares of Stock must give instructions to the Custodian in such
manner and form as may be prescribed by the Custodian, which instructions will
be acted upon as promptly as practicable. Withdrawals and transfers will be
subject to any fees imposed in accordance with Section 8(a).

          (f) Excess Account Balances.  If any amounts remain in a Cash Account
              -----------------------
following the date on which the Company purchases Stock for an Offering Period
as a result of the limitation set forth in Section 6(a)(iii) or for any other
reason, such amounts will be returned to the Participant  as promptly as
practicable.

     7.  TERMINATION AND DISTRIBUTIONS.
         -----------------------------

          (a) Termination of Enrollment.  A Participant's enrollment in the Plan
              -------------------------
will terminate upon (i) the beginning of any payroll period or Offering Period
that begins after he or she files a written notice of termination of enrollment
with the Company, provided that such Participant will continue to be deemed to
be enrolled with respect to any completed Offering Period for which purchases
have not been completed, (ii) such time as the Participant becomes ineligible to
participate under Section 5(a) of the Plan, or (iii) the termination of the
Participant's employment by the Company and its Subsidiaries.  An employee whose
enrollment in the Plan terminates may again enroll in the Plan as of any
subsequent Offering Period that is at least 90 days after such termination of
enrollment if he or she satisfies the eligibility requirements of Section 5(a)
as of such Offering Period.  A Participant's election to discontinue payroll
contributions will not constitute a termination of enrollment.

          (b) Distribution.  As soon as practicable after a Participant's
              ------------
enrollment in the Plan terminates, amounts in the Participant's Cash Account
which resulted from payroll contributions will be repaid to the Participant.
The Custodian will continue to maintain the Participant's Stock Account for the
Participant until the earlier of such time as the Participant directs the sale
of all Stock in the Account, withdraws, or transfers all Stock in the Account,
or one year after the Participant ceases to be employed by the Company and its
Subsidiaries.  If a Participant's termination of enrollment results from his or
her death, all amounts payable will be paid to his or her estate.

     8.  GENERAL.
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          (a) Costs.  Costs and expenses incurred in the administration of the
              -----
Plan and maintenance of Accounts will be paid by the Company, to the extent
provided in this Section 8(a).  Any brokerage fees and commissions for the
purchase of Stock under the Plan (including Stock purchased upon reinvestment of
dividends and distributions) will be paid by the Company, but any brokerage fees
and commissions for the sale of Stock under the Plan by a Participant will be
borne by such Participant.  The rate at which such fees and commissions will be
charged to Participants will be determined by the Custodian or any broker-dealer
used by the Custodian (including an affiliate of the Custodian), and
communicated from time to time to Participants.  In addition, the Custodian may
impose or pass through a reasonable fee for the withdrawal of Stock in the form
of stock certificates (as permitted under Section 6(e)), and reasonable fees for
other services unrelated to the purchase of Stock under the Plan, to the extent
approved in writing by the Company and communicated to Participants.

          (b) Statements to Participants.  The Participant's statement will
              --------------------------
reflect payroll contributions, purchases, sales, and withdrawals and transfers
of shares of Stock and other Plan transactions by appropriate adjustments to the
Participant's Accounts.  The Custodian will, not less frequently than semi-
annually, provide or cause to be provided a written statement to the Participant
showing the transactions in his or her Stock Account and the date thereof, the
number of shares of Stock credited or sold, the aggregate purchase price paid or
sales price received, the purchase or sales price per share, the brokerage fees
and commissions paid (if any), the total shares held for the Participant's Stock
Account (computed to at least three decimal places), and such other information
as agreed to by the Custodian and the Company.

          (c) Compliance with Section 423.  It is the intent of the Company that
              ---------------------------
this Plan comply in all respects with applicable requirements of Section 423 of
the Code and regulations thereunder.  Accordingly, if any
<PAGE>

provision of this Plan does not comply with such requirements, such provision
will be construed or deemed amended to the extent necessary to conform to such
requirements.

     9.  GENERAL PROVISIONS.
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          (a) Compliance With Legal and Other Requirements.  The Plan, the
              --------------------------------------------
granting and exercising of Purchase Rights hereunder, and the other obligations
of the Company and the Custodian under the Plan will be subject to all
applicable federal and state laws, rules, and regulations, and to such approvals
by any regulatory or governmental agency as may be required.  The Company may,
in its discretion, postpone the issuance or delivery of Stock upon exercise of
Purchase Rights until completion of such registration or qualification of such
Stock or other required action under any federal or state law, rule, or
regulation, or the laws of any country in which employees of the Company and a
Subsidiary who are nonresident aliens and who are eligible to participate
reside, or other required action with respect to any automated quotation system
or stock exchange upon which the Stock or other Company securities are
designated or listed, or compliance with any other contractual obligation of the
Company, as the Company may consider appropriate, and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Stock in
compliance with applicable laws, rules, and regulations, designation or listing
requirements, or other contractual obligations.

          (b) Limits on Encumbering Rights.  No right or interest of a
              ----------------------------
Participant under the Plan, including any Purchase Right, may be pledged,
encumbered, or hypothecated to or in favor of any party, subject to any lien,
obligation, or liability of such Participant, or otherwise assigned,
transferred, or disposed of except pursuant to the laws of descent or
distribution, and any right of a Participant under the Plan will be exercisable
during the Participant's lifetime only by the Participant.

          (c) No Right to Continued Employment.  Neither the Plan nor any action
              --------------------------------
taken hereunder, including the grant of a Purchase Right, will be construed as
giving any employee the right to be retained in the employ of the Company or any
of its Subsidiaries, nor will it interfere in any way with the right of the
Company or any of its Subsidiaries to terminate any employee's employment at any
time.

          (d) Taxes.  The Company or any Subsidiary is authorized to withhold
              -----
from any payment to be made to a Participant, including any payroll and other
payments not related to the Plan, amounts of withholding and other taxes due in
connection with any transaction under the Plan, and a Participant's enrollment
in the Plan will be deemed to constitute his or her consent to such withholding.
In addition, Participants may be required to advise the Company of sales and
other dispositions of Stock acquired under the plan in order to permit the
Company to comply with tax laws and to claim any tax deductions to which the
Company may be entitled with respect to the Plan.  This provision and other Plan
provisions do not set forth an explanation of the tax consequences to
Participants under the Plan.  A brief summary of the tax consequences will be
included in disclosure documents to be separately furnished to Participants.

          (e) Changes to the Plan.  The Board may amend, alter, suspend,
              -------------------
discontinue, or terminate the Plan without the consent of shareholders or
Participants, except that any such action will be subject to the approval of the
Company's shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation or
the rules of any automated quotation system or stock exchange on which the Stock
may then be quoted or listed, or if such shareholder approval is necessary in
order for the Plan to continue to meet the requirements of Section 423 of the
Code, and the Board may otherwise, in its discretion, determine to submit other
such actions to shareholders for approval.  However, without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant with respect to outstanding Purchase Rights relating to any Offering
Period that has been completed prior to such Board action.  The foregoing
notwithstanding, upon termination of the Plan the Board may elect to terminate
all outstanding Purchase Rights at such time as the Board may designate; in the
event of such termination of any Purchase Right prior to its exercise, all
amounts contributed to the Plan which remain in a Participant's Cash Account
will be returned to the Participant (without interest) as promptly as
practicable.

          (f) No Rights to Participate; No Shareholder Rights.  No Participant
              -----------------------------------------------
or employee will have any claim to participate in the Plan with respect to
Offering Periods that have not commenced, and the Company will have no
obligation to continue the Plan.   No Purchase Right will confer on any
Participant any of the rights of a
<PAGE>

shareholder of the Company unless and until Stock is duly issued or transferred
and delivered to the Participant (or credited to the Participant's Stock
Account).

          (g) Fractional Shares.  Unless otherwise determined by the Board,
              -----------------
purchases of Stock under the Plan executed by the Custodian may result in the
crediting of fractional shares of Stock to the Participant's Stock Account.
Such fractional shares will be computed to at least three decimal places.
Fractional shares will not, however, be issued by the Company, and certificates
representing fractional shares will not be delivered to Participants under any
circumstances.

          (h) Plan Year.  The Plan will operate on a plan year that begins on
              ---------
January 1 and ends December 31 in each year.

          (i) Governing Law.  The validity, construction, and effect of the Plan
              -------------
and any rules and regulations relating to the Plan will be determined in
accordance with the laws of the State of Arizona, without giving effect to
principles of conflicts of laws, and applicable federal law.

          (j)  Effective Date.  The Plan will become effective on the First
               --------------
Commencement Date, subject to the Plan being approved by shareholders of the
Company, at a meeting thereof, by a vote sufficient to meet the requirements of
Section 423(b)(2) of the Code. If the Plan is not approved in accordance with
Section 423(b)(2) of the Code, each Participant's Purchase Right shall be void
and amounts credited to the Participant's Cash Account shall be promptly
returned to the Participant. In the event the First Commencement Date does not
commence by December 31, 2000, the Plan shall be terminated notwithstanding any
approval thereof by shareholders of the Company.
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