BARRIER THERAPEUTICS, INC.



                          EMPLOYEE STOCK PURCHASE PLAN



         I.       PURPOSE OF THE PLAN



                  This Employee Stock Purchase Plan is intended to promote the

interests of Barrier Therapeutics, Inc., a Delaware corporation, 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 Compensation Committee is hereby appointed by the Board to

serve as Plan Administrator and shall in that capacity 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 number of shares of Common Stock

initially reserved for issuance over the term of the Plan shall be limited to

200,000 shares.



                  B.       The number of shares of Common Stock available for

issuance under the Plan shall automatically increase on the first trading day of

January each calendar year during the term of the Plan, beginning with calendar

year 2005, by an amount equal to one half percent (.5%) of the total number of

shares of Common Stock outstanding on the last trading day in December of the

immediately preceding calendar year, but in no event shall any such annual

increase exceed 150,000 shares.



                  C.       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, (iii) the maximum number

and class of securities purchasable in total by all Participants on any one

Purchase Date, (iv) the maximum number and/or class of securities by which the

share reserve is to increase automatically each calendar year pursuant to the

provisions of Section III.B of this Article One and (v) the number and class of



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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 overlapping offering periods until such time

as (i) the 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 twelve (12) months) as determined by the Plan Administrator prior to

the start date of such offering period. Offering periods shall commence at

semi-annual intervals on the first business day of February and August each year

over the term of the Plan. Accordingly, two (2) separate offering periods shall

commence in each calendar year the Plan remains in existence. However, the

initial offering period shall commence at the Effective Time and terminate on

the last business day in July 2005.



                  C.       Each offering period shall consist of a series of one

or more successive Purchase Intervals. Purchase Intervals shall run from the

first business day in February to the last business day in July each year and

from the first business day in August each year to the last business day in

January in the following year. However, the first Purchase Interval in effect

under the initial offering period shall commence at the Effective Time and

terminate on the last business day in July 2004.



                  D.       Should the Fair Market Value per share of Common

Stock on any Purchase Date within a particular offering period be less than the

Fair Market Value per share of Common Stock on the start date of that offering

period, then the individuals participating in such offering period shall,

immediately after the purchase of shares of Common Stock on their behalf on such

Purchase Date, be transferred from that offering period and automatically

enrolled in the next offering period commencing after such Purchase Date.



         V.       ELIGIBILITY



                  A.       Each individual who is an Eligible Employee on the

start date of any offering period under the Plan may enter that offering period

on such start date. However, an Eligible Employees may participate in only one

offering period at a time. For the initial offering period commencing at the

Effective Time, each individual who is an Eligible Employee at that time shall

automatically be enrolled as a Participant with a contribution rate equal to

fifteen percent (15%) of his or her Base Salary.



                  B.       Except as otherwise provided in Sections IV.D and V.A

above, an Eligible Employee must, in order to participate in the Plan for a

particular offering period, complete the enrollment forms prescribed by the Plan

Administrator (including a stock purchase agreement and a payroll deduction

authorization) and file such forms with the Plan Administrator (or its

designate) on or before the start date of that offering period.

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