EXHIBIT 4.3



                                 AMENDMENT NO. 2
                                     TO THE
                    HYSEQ, INC. EMPLOYEE STOCK PURCHASE PLAN


        Hyseq, Inc., a Nevada corporation (the "Company"), hereby adopts this
Amendment No. 2 (this "Amendment") to the Hyseq, Inc. Employee Stock Purchase
Plan (the "Plan"). Capitalized terms used in this Amendment without definition
shall have the meanings given to such terms in the Plan.

               WHEREAS, Section 13 of the Plan currently provides that the Board
of Directors of the Company may amend the Plan;

               WHEREAS, the Company's Board of Directors has determined that it
is in the best interests of the Company to amend the Plan to increase the number
of shares of the Company's Common Stock reserved for issuance under the Plan by
500,000 shares to 750,000 shares.

               NOW, THEREFORE, Section 5 of the Plan is hereby amended to
increase the maximum number of shares of the Company's Common Stock which may be
issued for all purposes under the Plan from 250,000 to 750,000.

        I hereby certify that the foregoing Amendment No. 2 to the Plan was duly
adopted by the Board of Directors of Hyseq, Inc. effective as of November 3,
2002.

        Executed on this 4th day of November, 2002.





                                            /s/ Li Hsien Rin-Laures
                                            ------------------------------------
                                            Secretary