EXHIBIT E

                              NXGEN NETWORKS, INC.

                                 2000 STOCK PLAN


1.  Purposes  of the Plan.  The  purposes  of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional  incentive to Employees,  Directors and Consultants and to
promote the success of the Company's  business.  Options  granted under the Plan
may be Incentive Stock Options or Non-statutory  Stock Options, as determined by
the  Administrator  at the time of  grant.  Stock  Purchase  Rights  may also be
granted under the Plan.

2.  Definitions.  As used in this Stock Plan, the following definitions will
apply:

  (a)             "Administrator" means the Board or any of its Committees as
                  will be administering the Plan under Section 4 of the Plan.
  (b)             "Applicable  Laws"  means  the  requirements  relating  to the
                  administration   of  stock  option  plans  under  U.S.   state
                  corporate laws, U.S.  federal and state  securities  laws, the
                  Code,  any stock  exchange  or  quotation  system on which the
                  Common  Stock is listed or quoted and the  applicable  laws of
                  any other  country  or  jurisdiction  where  Options  or Stock
                  Purchase Rights are granted under the Plan.
  (c)             "Board" means the Board of Directors of the Company.
  (d)             "Code" means the Internal Revenue Code of 1986, as amended.
  (e)             "Committee" means a committee of Directors appointed by the
                  Board under Section 4 of the Plan.
  (f)             "Common Stock" means the Common Stock of the Company.
  (g)             "Company" means NxGen Networks, Inc., a Nevada corporation.
  (h)             "Consultant" means any person who is engaged by the Company or
                  any Parent or Subsidiary to render consulting or advisory
                  services to such entity.
  (i)             "Director" means a member of the Board of Directors of the
                  Company.
  (j)             "Disability" means total and permanent disability as defined
                  in Section 22(e)(3) of the Code.
  (k)             "Employee" means any person, including Officers and Directors,
                  employed by the Company or any Parent or Subsidiary of the
                  Company.  A Service  Provider will not cease to be an Employee
                  in the case of (i) any  leave  of  absence  approved by the
                  Company or (ii) transfers between locations of the  Company or
                  between  the   Company,   its  Parent,   any   Subsidiary,  or
                  any successor. For purposes of Incentive Stock Options,   no
                  such  leave  may  exceed  ninety  days,  unless
                  re-employment  on  expiration  of such leave is  guaranteed by
                  statute or contract. If re-employment on expiration of a leave
                  of absence  approved by the Company is not so  guaranteed,  on
                  the 181st day of such leave any Incentive Stock Option held by
                  the Optionee  will cease to be treated as an  Incentive  Stock
                  Option and will be treated for tax purposes as a Non-statutory
                  Stock Option.  Neither  service as a Director nor payment of a
                  director's fee by the Company will be sufficient to constitute
                  "employment" by the Company.
  (l)             "Exchange Act" means the Securities Exchange Act of 1934, as
                   amended.
  (m)             "Fair Market Value" means, as of any date, the value of Common
                  Stock determined as follows:
                  (i)     If the Common Stock is listed on any established stock
                          exchange or a national market system, including
                          without   limitation  the  Nasdaq  National
                          Market or The  Nasdaq  SmallCap  Market of The  Nasdaq
                          Stock  Market,  its  Fair  Market  Value  will  be the
                          closing sales price for the stock (or the closing bid,
                          if no sales were  reported)  as quoted on the exchange
                          or system for the last market trading day prior to the
                          time of determination,  as reported in The Wall Street
                          Journal  or any  other  source  as  the  Administrator
                          considers reliable;
                  (ii)    If  the  Common  Stock  is   regularly   quoted  by  a
                          recognized  securities  dealer but selling  prices are
                          not  reported,  its Fair Market Value will be the mean
                          between  the high  bid and low  asked  prices  for the
                          Common  Stock on the last market  trading day prior to
                          the day of determination; or
                  (iii)   In the absence of an established market for the Common
                          Stock,  the Fair Market  Value will be  determined  in
                          good faith by the Administrator.
  (n)             "Incentive  Stock Option" means an Option  intended to qualify
                  as an incentive stock option within the meaning of Section 422
                  of the Code.
  (o)             "Non-statutory Stock Option" means an Option not intended to
                  qualify as an Incentive Stock Option.


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  (p)             "Officer" means a person who is an officer of the Company
                  within the meaning of Section 16 of the  Exchange Act and the
                  rules and regulations promulgated thereunder.
  (q)             "Option" means a stock option granted pursuant to the Plan.
  (r)             "Option  Agreement"  means a written or  electronic  agreement
                  between the Company and an Optionee  evidencing  the terms and
                  conditions of an individual Option grant. The Option Agreement
                  is subject to the terms and conditions of the Plan.
  (s)             "Option Exchange Program" means a program whereby outstanding
                  Options are exchanged for Options with a lower exercise price.
  (t)             "Optioned Stock" means the Common Stock subject to an Option
                  or a Stock Purchase Right.
  (u)             "Optionee" means the holder of an outstanding Option or Stock
                  Purchase Right granted under the Plan.
  (v)             "Parent" means a "parent corporation," whether now or
                  hereafter existing, as defined in Section 424(e) of  the Code.
  (w)             "Plan" means this 2000 Stock Plan.
  (x)             "Restricted Stock" means shares of Common Stock acquired
                  pursuant to a grant of a Stock Purchase Right under Section 11
                  below.
  (y)             "Rule  16b-3"  means  Rule  16b-3 of the  Exchange  Act or any
                  successor to Rule 16b-3, as in effect when discretion is being
                  exercised with respect to the Plan.
  (z)             "Section 16(b)" means Section 16(b) of the Exchange Act.
  (aa)            "Service Provider" means an Employee, Director or Consultant.
  (bb)            "Share" means a share of the Common Stock, as adjusted under
                  Section 12 below.
  (cc)            "Stock Purchase Right" means a right to purchase Common Stock
                  pursuant to Section 11 below.
  (dd)            "Subsidiary" means a "subsidiary corporation," whether now or
                  hereafter existing, as defined in Section 424(f) of the Code.

3. Stock  Subject to the Plan.  Subject to the  provisions  of Section 12 of the
Plan, the maximum  aggregate  number of Shares that may be subject to option and
sold  under the Plan is  3,000,000  Shares.  The Shares  may be  authorized  but
unissued, or reacquired Common Stock.

If an Option or Stock  Purchase Right expires or becomes  unexercisable  without
having been exercised in full, or is surrendered  pursuant to an Option Exchange
Program,  the  unpurchased  underlying  Shares will become  available for future
grant or sale under the Plan (unless the Plan has terminated).  However,  Shares
that have  actually  been issued under the Plan, on exercise of either an Option
or Stock  Purchase  Right,  will not be returned to the Plan and will not become
available  for  future  distribution  under the Plan,  except  that if Shares of
Restricted  Stock are  repurchased  by the  Company at their  original  purchase
price, the Shares will become available for future grant under the Plan.

4.  Administration of the Plan.

(a)  Procedure.

     (i)  Multiple  Administrative  Bodies.  The  Plan  may be  administered  by
          different  Committees  with  respect  to  different  groups of Service
          Providers.

     (ii) Section 162(m). To the extent that the Administrator  determines it to
          be   desirable    to   qualify    Options    granted    hereunder   as
          "performance-based compensation," within the meaning of Section 162(m)
          of the Code,  the Plan will be  administered  by a Committee of two or
          more "outside  directors," within the meaning of Section 162(m) of the
          Code.

     (iii)Rule 16b-3. To the extent desirable to qualify transactions  hereunder
          as exempt under Rule 16b-3,  the transactions  contemplated  hereunder
          will be structured  to satisfy the  requirements  for exemption  under
          Rule 16b-3.

     (iv) Other  Administration.  Other than as provided above, the Plan will be
          administered by (A) the Board or (B) a Committee, which committee will
          be constituted to satisfy Applicable Laws.

(b)  Powers of the Administrator.  Subject to the provisions of the Plan and, in
     the case of a Committee,  the specific duties delegated by the Board to the
     Committee,  and subject to the  approval of any relevant  authorities,  the
     Administrator  will have the authority in its discretion:  (i) to determine
     the Fair Market Value; (ii) to select the Service Providers to whom Options
     and Stock Purchase Rights may from time to time be granted hereunder;

     (iii)to determine  the number of Shares to be covered by each award granted
          under the Plan;

     (iv) to approve forms of agreement for use under the Plan;

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     (v)  to determine the terms and conditions, of any Option or Stock purchase
          Right granted under the Plan.  The terms and conditions  include,  but
          are not limited to, the exercise price, the time or times when Options
          or Stock  Purchase  Rights  may be  exercised  (which  may be based on
          performance   criteria),   any  vesting   acceleration  or  waiver  of
          forfeiture  restrictions,  and any restriction or limitation regarding
          any Option or Stock Purchase Right or underlying  Common Stock,  based
          in  each  case  on the  factors  as  the  Administrator,  in its  sole
          discretion,  will determine;

     (vi) to  determine  whether and under what  circumstances  an Option may be
          settled in cash under  subsection 9(e) instead of Common Stock;

     (vii)to reduce the  exercise  price of any Option to the then  current Fair
          Market Value if the Fair Market  Value of the Common Stock  covered by
          the Option has declined since the date the Option was granted;

     (viii) to initiate an Option Exchange Program;

     (ix) to prescribe,  amend and rescind rules and regulations relating to the
          Plan,   including   rules  and   regulations   relating  to  sub-plans
          established  for the purpose of qualifying for preferred tax treatment
          under foreign tax laws;

     (x)  to allow Optionees to satisfy  withholding tax obligations by electing
          to have the Company  withhold from the Shares to be issued on exercise
          of an Option or Stock  Purchase  Right that number of Shares  having a
          Fair Market  Value equal to the amount  required to be  withheld.  The
          Fair Market Value of the Shares to be withheld  will be  determined on
          the date that the amount of tax to be  withheld  is to be  determined.
          All  elections by  Optionees to have Shares  withheld for this purpose
          will be made in the form and under the conditions as the Administrator
          may  consider  necessary  or  advisable;  and

     (xi) to construe  and  interpret  the terms of the Plan and awards  granted
          pursuant to the Plan.

(c)  Effect of  Administrator's  Decision.  All  decisions,  determinations  and
     interpretations  of the  Administrator  will be final  and  binding  on all
     Optionees.

5.  Eligibility.

(a)  Non-statutory  Stock  Options and Stock  Purchase  Rights may be granted to
     Service  Providers.   Incentive  Stock  Options  may  be  granted  only  to
     Employees.

(b)  Each  Option  will be  designated  in the  Option  Agreement  as  either an
     Incentive   Stock  Option  or  a  Non-statutory   Stock  Option.   However,
     notwithstanding  the  designation,  to the extent that the  aggregate  Fair
     Market Value of the Shares with respect to which  Incentive  Stock  Options
     are exercisable for the first time by the Optionee during any calendar year
     (under  all plans of the  Company  and any  Parent or  Subsidiary)  exceeds
     $100,000,  the Options will be treated as Non-statutory Stock Options.  For
     purposes of this Section 5(b),  Incentive  Stock Options will be taken into
     account in the order in which they were  granted.  The Fair Market Value of
     the Shares will be determined as of the time the Option with respect to the
     Shares is granted.

(c)  Neither the Plan nor any Option or Stock  Purchase Right will confer on any
     Optionee any right with respect to continuing the  Optionee's  relationship
     as a Service  Provider  with the Company,  nor will it interfere in any way
     with his or her right or the Company's right to terminate the  relationship
     at any time, with or without cause.

(d)  The following limitations will apply to grants of Options:

                  (i)     No Service  Provider  will be  granted,  in any fiscal
                          year of the  Company,  Options to  purchase  more than
                          ___________ Shares.
                  (ii)    In  connection  with  his or her  initial  service,  a
                          Service Provider may be granted Options to purchase up
                          to an additional _________ Shares which will not count
                          against the limit set forth in subsection (i) above.
                  (iii)   The   foregoing    limitations    will   be   adjusted
                          proportionately  in connection  with any change in the
                          Company's capitalization as described in Section 12.
                  (iv)    If an Option is  cancelled  in the same fiscal year of
                          the  Company in which it was  granted  (other  than in
                          connection  with a  transaction  described  in Section
                          12), the cancelled  Option will be counted against the
                          limits set forth in  subsections  (i) and (ii)  above.
                          For this purpose,  if the exercise  price of an Option
                          is  reduced,  the  transaction  will be  treated  as a
                          cancellation  of the  Option  and the  grant  of a new
                          Option.



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6. Term of Plan. The Plan will become effective on its adoption by the Board. It
will  continue in effect for a term of ten (10) years  unless  terminated  at an
earlier date under Section 14 of the Plan.

7.  Term of  Option.  The  term of each  Option  will be  stated  in the  Option
Agreement;  provided, however, that the term will be no more than ten (10) years
from the date of grant.  In the case of an Incentive  Stock Option granted to an
Optionee who, at the time the Option is granted,  owns stock  representing  more
than ten  percent  (10%) of the  voting  power  of all  classes  of stock of the
Company or any  Parent or  Subsidiary,  the term of the Option  will be five (5)
years from the date of grant or a shorter  term as may be provided in the Option
Agreement.

8.  Option Exercise Price and Consideration.

(a)  Option  Exercise  Price.  The per share exercise price for the Shares to be
     issued on exercise of an Option will be the price as is  determined  by the
     Administrator, but will be subject to the following:

                  (i)     In the case of an Incentive Stock Option
                          (A)                  granted to an  Employee  who,  at
                                               the time of grant of the  Option,
                                               owns stock representing more than
                                               ten  percent  (10%) of the voting
                                               power of all  classes of stock of
                                               the  Company  or  any  Parent  or
                                               Subsidiary,  the  exercise  price
                                               will be no less  than 110% of the
                                               Fair  Market  Value  per Share on
                                               the date of grant.
                          (B)                  granted  to any  other  Employee,
                                               the per Share exercise price will
                                               be no less  than 100% of the Fair
                                               Market  Value  per  Share  on the
                                               date of grant.
                  (ii)    In the case of a Non-statutory  Stock Option,  the per
                          Share   exercise  price  will  be  determined  by  the
                          Administrator.  In the case of a  Non-statutory  Stock
                          Option  intended  to  qualify  as   "performance-based
                          compensation"  within the meaning of Section 162(m) of
                          the Code, the per Share exercise price will be no less
                          than  100% of the Fair  Market  Value per Share on the
                          date of grant.

                  (iii)   Notwithstanding the foregoing,  Options may be granted
                          with a per Share exercise price other than as required
                          above   pursuant  to  a  merger  or  other   corporate
                          transaction.

(b)  Consideration.  The consideration to be paid for the Shares to be issued on
     exercise of an Option,  including the method of payment, will be determined
     by the Administrator  (and, in the case of an Incentive Stock Option,  will
     be determined at the time of grant). The consideration may consist of:

                  (i)     cash,
                  (ii)    check,
                  (iii)   promissory note,
                  (iv)    other Shares which:
                          (A)                  in the case of Shares acquired on
                                               exercise of an Option,  have been
                                               owned  by the  Optionee  for more
                                               than  six  months  on the date of
                                               surrender, and
                          (B)                  have a Fair  Market  Value on the
                                               date of  surrender  equal  to the
                                               aggregate  exercise  price of the
                                               Shares  as to  which  the  Option
                                               will be exercised,
                  (v)     consideration received by the Company under a cashless
                  exercise program implemented by the Company in connection with
                  the Plan, or
                  (vi)    any combination of the foregoing methods of payment.
                  In making its determination as to the type of consideration to
                  accept,  the Administrator  will consider if acceptance of the
                  consideration  may  be  reasonably  expected  to  benefit  the
                  Company.

9.  Exercise of Option.

  (a)                     Procedure for Exercise;  Rights as a Shareholder.  Any
                          Option  granted  under  the Plan  will be  exercisable
                          according  to the terms of the Plan at the times,  and
                          under  any  other  conditions  as  determined  by  the
                          Administrator  and set forth in the Option  Agreement.
                          Unless the Administrator  provides otherwise,  vesting
                          of Options  granted to Officers and Directors  will be
                          tolled  during any unpaid leave of absence.  An Option
                          may not be exercised for a fraction of a Share.

                  An  Option  will be  considered  exercised  when  the  Company
receives:


<PAGE>


                    (i)  written or  electronic  notice of  exercise  (under the
                         Option  Agreement) from the person entitled to exercise
                         the Option, and

                    (ii) full  payment for the Shares with  respect to which the
                         Option is  exercised.  Full  payment may consist of any
                         consideration  and method of payment  authorized by the
                         Administrator and permitted by the Option Agreement and
                         the Plan.  Shares  issued on exercise of an Option will
                         be issued in the name of the  Optionee or, if requested
                         by the Optionee, in the name of the Optionee and his or
                         her spouse.  Until the Shares are issued (as  evidenced
                         by the appropriate entry on the books of the Company or
                         of a duly authorized transfer agent of the Company), no
                         right to vote or receive  dividends or any other rights
                         as a shareholder will exist with respect to the Shares,
                         notwithstanding the exercise of the Option. The Company
                         will issue (or cause to be issued) the Shares  promptly
                         after the Option is exercised.  No  adjustment  will be
                         made for a dividend or other right for which the record
                         date is prior to the date the Shares are issued, except
                         as provided in Section 12 of the Plan.

                  Exercise  of an Option in any manner will result in a decrease
                  in  the  number  of  Shares  thereafter  available,  both  for
                  purposes  of the Plan and for sale  under the  Option,  by the
                  number of Shares as to which the Option is exercised.

(b)  Termination of Relationship as a Service Provider. If an Optionee ceases to
     be a Service  Provider,  the Optionee may exercise his or her Option within
     the period of time as is  specified  in the Option  Agreement to the extent
     that the Option is vested on the date of termination (but in no event later
     than the  expiration  of the term of the  Option as set forth in the Option
     Agreement). In the absence of a specified time in the Option Agreement, the
     Option  will  remain   exercisable  for  three  (3)  months  following  the
     Optionee's termination. If, on the date of termination, the Optionee is not
     vested as to his or her entire  Option,  the Shares covered by the unvested
     portion of the Option will revert to the Plan. If, after  termination,  the
     Optionee does not exercise his or her Option  within the time  specified by
     the Administrator, the Option will terminate, and the Shares covered by the
     Option will revert to the Plan.

(c)  Disability of Optionee. If an Optionee ceases to be a Service Provider as a
     result of the Optionee's  Disability,  the Optionee may exercise his or her
     Option within the period of time as is specified in the Option Agreement to
     the extent the Option is vested on the date of termination (but in no event
     later  than the  expiration  of the term of the  Option as set forth in the
     Option  Agreement).  In the  absence  of a  specified  time  in the  Option
     Agreement,  the Option  will  remain  exercisable  for twelve  (12)  months
     following the Optionee's termination.  If, on the date of termination,  the
     Optionee is not vested as to his or her entire  Option,  the Shares covered
     by the  unvested  portion of the Option will revert to the Plan.  If, after
     termination,  the Optionee  does not exercise his or her Option  within the
     time specified,  the Option will  terminate,  and the Shares covered by the
     Option will revert to the Plan.

(d)  Death of Optionee. If an Optionee dies while a Service Provider, the Option
     may be  exercised  within the period of time as is  specified in the Option
     Agreement to the extent that the Option is vested on the date of death (but
     in no event  later  than the  expiration  of the term of the  Option as set
     forth in the Option  Agreement) by the Optionee's estate or by a person who
     acquires the right to exercise the Option by bequest or inheritance. In the
     absence of a specified time in the Option Agreement, the Option will remain
     exercisable  for twelve (12) months  following the Optionee's  termination.
     If, at the time of  death,  the  Optionee  is not  vested as to the  entire
     Option,  the Shares  covered  by the  unvested  portion of the Option  will
     immediately  revert to the Plan.  If the Option is not so exercised  within
     the time specified,  the Option will  terminate,  and the Shares covered by
     the Option will revert to the Plan.

(e)  Buyout Provisions. The Administrator may at any time offer to buy out for a
     payment in cash or Shares, an Option previously granted, based on the terms
     and conditions as the  Administrator  will establish and communicate to the
     Optionee at the time that the offer is made.

10.  Non-Transferability  of Options and Stock Purchase Rights.  The Options and
Stock  Purchase  Rights  may  not  be  sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee, only by the Optionee.

11.  Stock Purchase Rights.


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(a)  Rights to Purchase.  Stock Purchase  Rights may be issued either alone,  in
     addition to, or in tandem with other awards  granted  under the Plan and/or
     cash awards made outside of the Plan.  After the  Administrator  determines
     that it will offer Stock Purchase Rights under the Plan, it will advise the
     offeree  in  writing  or  electronically  of  the  terms,   conditions  and
     restrictions related to the offer,  including the number of Shares that the
     person  will be entitled to  purchase,  the price to be paid,  and the time
     within  which the person must accept the offer.  The offer will be accepted
     by  execution  of  a  Restricted  Stock  purchase  agreement  in  the  form
     determined by the Administrator.

(b)  Repurchase  Option.  Unless the  Administrator  determines  otherwise,  the
     Restricted  Stock  purchase  agreement  will grant the Company a repurchase
     option  exercisable  on the  voluntary or  involuntary  termination  of the
     purchaser's  service  with the Company for any reason  (including  death or
     disability).  The  purchase  price for Shares  repurchased  pursuant to the
     Restricted Stock purchase  agreement will be the original price paid by the
     purchaser  and may be  paid  by  cancellation  of any  indebtedness  of the
     purchaser to the Company.  The repurchase  option will lapse at the rate as
     the Administrator may determine.

(c)  Other Provisions.  The Restricted Stock purchase agreement will contain any
     other terms,  provisions and conditions not  inconsistent  with the Plan as
     may be determined by the Administrator in its sole discretion.

(d)  Rights as a Shareholder.  Once the Stock  Purchase Right is exercised,  the
     purchaser will have rights equivalent to those of a shareholder and will be
     a  shareholder  when his or her  purchase  is entered on the records of the
     duly authorized  transfer agent of the Company.  No adjustment will be made
     for a dividend  or other  right for which the  record  date is prior to the
     date the Stock Purchase  Right is exercised,  except as provided in Section
     12 of the Plan.

12. Adjustments On Changes in Capitalization, Merger or Asset Sale.

(a)  Changes  in   Capitalization.   Subject  to  any  required  action  by  the
     stockholders  of the Company,  the number of shares of Common Stock covered
     by each  outstanding  Option or Stock  Purchase  Right,  and the  number of
     shares of Common Stock which have been  authorized  for issuance  under the
     Plan but as to which no  Options  or Stock  Purchase  Rights  have yet been
     granted  or  which  have  been  returned  to the  Plan on  cancellation  or
     expiration of an Option or Stock Purchase  Right,  as well as the price per
     share of Common Stock covered by each outstanding  Option or Stock Purchase
     Right, will be proportionately adjusted for any increase or decrease in the
     number of  issued  shares of Common  Stock  resulting  from a stock  split,
     reverse stock split, stock dividend, combination or reclassification of the
     Common  Stock,  or any other  increase  or decrease in the number of issued
     shares of Common Stock effected  without  receipt of  consideration  by the
     Company.  The conversion of any convertible  securities of the Company will
     not be considered to have been "effected without receipt of consideration."
     The  adjustment  will be made by the  Board,  whose  determination  in that
     respect will be final, binding and conclusive. Except as expressly provided
     in this Plan,  no  issuance by the Company of shares of stock of any class,
     or securities  convertible into shares of stock of any class,  will affect,
     and no adjustment  will be made to, the number or price of shares of Common
     Stock subject to an Option or Stock Purchase Right.

(b)  Dissolution  or  Liquidation.  In the event of the proposed  dissolution or
     liquidation of the Company,  the Administrator will notify the Optionee not
     less than fifteen (15) days prior to the proposed action.  To the extent it
     has not been previously exercised,  the Option or Stock Purchase Right will
     terminate immediately prior to the consummation of the proposed action.



<PAGE>


(c)  Merger.  In the event of a merger,  sale or  reorganization  of the Company
     with or into any  other  corporation  or  corporations  or a sale of all or
     substantially  all of the assets or  outstanding  stock of the Company,  in
     which  transaction  the  Company's  stockholders  immediately  prior to the
     transaction  own  immediately  after the  transaction  less than 50% of the
     equity securities of the surviving  corporation or its parent,  all Options
     that have not been  terminated  under the Stock Option  Agreement that will
     become vested  within 18 months of the closing date of the merger,  sale or
     reorganization will be accelerated. In the event of a merger of the Company
     with or into another corporation, each outstanding Option or Stock Purchase
     Right may be assumed or an equivalent option or right may be substituted by
     the  successor  corporation  or a parent  or  subsidiary  of the  successor
     corporation.  If, in the event,  an Option or Stock  Purchase  Right is not
     assumed or  substituted,  the Option or Stock Purchase Right will terminate
     as of the date of the  closing  of the  merger.  For the  purposes  of this
     paragraph,  the Option or Stock Purchase  Right will be considered  assumed
     if,  following the merger,  the Option or Stock  Purchase Right confers the
     right to purchase or receive,  for each Share of Optioned  Stock subject to
     the Option or Stock Purchase  Right  immediately  prior to the merger,  the
     consideration  (whether  stock,  cash,  or other  securities  or  property)
     received  in the merger by  holders of Common  Stock for each Share held on
     the  effective  date of the  transaction  (and if the holders are offered a
     choice of consideration, the type of consideration chosen by the holders of
     a majority of the outstanding Shares). If the consideration received in the
     merger is not  solely  common  stock of the  successor  corporation  or its
     Parent,   the  Administrator   may,  with  the  consent  of  the  successor
     corporation,  provide for the  consideration to be received on the exercise
     of the Option or Stock  Purchase  Right,  for each Share of Optioned  Stock
     subject to the Option or Stock Purchase Right, to be solely common stock of
     the successor  corporation  or its Parent equal in fair market value to the
     per share consideration received by holders of Common Stock in the merger.

13.  Non-Transferability of Options and Stock Purchase Rights. Unless determined
otherwise by the  Administrator,  an Option or Stock  Purchase  Right may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other  than  by  will  or by the  laws of  descent  or  distribution  and may be
exercised,  during the lifetime of the Optionee,  only by the  Optionee.  If the
Administrator makes an Option or Stock Purchase Right  transferable,  the Option
or Stock Purchase Right will contain all additional  terms and conditions as the
Administrator considers appropriate.

14. Time of Granting Options and Stock Purchase Rights.  The date of grant of an
Option or Stock Purchase Right will, for all purposes,  be the date on which the
Administrator  makes the  determination  granting  the Option or Stock  Purchase
Right,  or any other date as is determined by the  Administrator.  Notice of the
determination  will be given to each Service Provider to whom an Option or Stock
Purchase  Right is so  granted  within a  reasonable  time after the date of the
grant.

15. Amendment and Termination of the Plan.

(a)  Amendment and Termination.  The Board may at any time amend, alter, suspend
     or terminate the Plan.

(b)  Shareholder  Approval.  The Board will obtain  shareholder  approval of any
     Plan  amendment  to the  extent  necessary  and  desirable  to comply  with
     Applicable Laws.

(c)  Effect of Amendment or Termination. No amendment, alteration, suspension or
     termination  of the Plan will  impair  the rights of any  Optionee,  unless
     mutually agreed otherwise between the Optionee and the Administrator, which
     agreement  must be in writing and signed by the  Optionee  and the Company.
     Termination  of the Plan will not  affect  the  Administrator's  ability to
     exercise the powers granted to it with respect to Options granted under the
     Plan prior to the date of termination.

16.  Conditions On Issuance of Shares.

(a)  Legal Compliance.  Shares will not be issued pursuant to the exercise of an
     Option  unless the  exercise of the Option and the issuance and delivery of
     the Shares will comply with  Applicable Laws and will be further subject to
     the approval of counsel for the Company with respect to such compliance.

(b)  Investment  Representations.  As a condition  to the exercise of an Option,
     the Administrator may require the person exercising the Option to represent
     and  warrant at the time of  exercise  that the Shares are being  purchased
     only for investment and without any present intention to sell or distribute
     the  Shares  if,  in  the  opinion  of  counsel  for  the  Company,  such a
     representation is required.

17.  Inability  to Obtain  Authority.  The  inability  of the  Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
considered by the Company's  counsel to be necessary to the lawful  issuance and
sale of any Shares the Plan,  will  relieve  the  Company  of any  liability  in
respect of the  failure  to issue or sell the  Shares as to which the  requisite
authority may not have been obtained.


<PAGE>


18.  Reservation of Shares.  The Company,  during the term of this Plan, will at
all times  reserve and keep  available a sufficient  number of Shares to satisfy
the requirements of the Plan.

19.  Shareholder  Approval.  The  Plan  will  be  subject  to  approval  by  the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Shareholder approval must be obtained in the degree and manner required
under Applicable Laws.




                              NxGen Networks, Inc.

                                 2000 STOCK PLAN

                             STOCK OPTION AGREEMENT


Unless otherwise  defined in this Stock Option  Agreement,  the terms defined in
the 2000 Stock Plan will have the same  defined  meanings  in this Stock  Option
Agreement.

1.  Notice of Stock Option Grant.

  Name: ______________________________ "Optionee"

The Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and  conditions of the Plan and this Option  Agreement,  as
follows:

  Date of Grant: __________________________

  Vesting Commencement Date: _____________"VCD"

  Exercise Price per Share: _________________

  Total Number of Shares Granted: __________ Number of shares

  Total Exercise Price: _____________________Total Price

  Type of Option: _________________________ Incentive Stock Option

                _________________________ Non-statutory Stock Option

  Term/Expiration Date: ___________________

  Vesting Schedule:

  The vesting  schedule  shall be  determined by the  Administrator  in its sole
discretion.

  Termination Period:

  This Option will be exercisable  for one month after  Optionee  ceases to be a
  Service  Provider.  On  Optionee's  death or  Disability,  this  Option may be
  exercised for one year after Optionee ceases to be a Service  Provider.  In no
  event may  Optionee  exercise  this Option after the  Term/Expiration  Date as
  provided above.

2.  Agreement.

2.                Grant of Option.  The Plan Administrator of the Company grants
                  to the Optionee named in the Notice of Grant (the "Optionee"),
                  an option (the  "Option") to purchase the number of Shares set
                  forth in the Notice of Grant,  at the exercise price per Share
                  set forth in the Notice of Grant (the "Exercise  Price"),  and
                  subject  to the terms  and  conditions  of the Plan,  which is
                  incorporated  by  reference.  Subject to Section  14(c) of the
                  Plan,  in the  event  of a  conflict  between  the  terms  and
                  conditions  of the Plan and this Option  Agreement,  the terms
                  and conditions of the Plan will prevail.

                  If  designated  in the Notice of Grant as an  Incentive  Stock
                  Option  ("ISO"),  this  Option is  intended  to  qualify as an
                  Incentive  Stock Option as defined in Section 422 of the Code.
                  Nevertheless,  to the extent that it exceeds the $100,000 rule
                  of Code  Section  422(d),  this  Option  will be  treated as a
                  Non-statutory Stock Option ("NSO").



<PAGE>


3.       Exercise of Option.
                  (i)     Right to  Exercise.  This Option  will be  exercisable
                          during its term under the Vesting  Schedule set out in
                          the Notice of Grant and with the applicable provisions
                          of the Plan and this Option Agreement.
                  (ii)    Method of Exercise. This Option will be exercisable by
                          delivery of an exercise notice in the form attached as
                          Exhibit A (the "Exercise Notice") which will state the
                          election to exercise the Option,  the number of Shares
                          with  respect to which the Option is being  exercised,
                          and any other representations and agreements as may be
                          required by the Company.  The Exercise  Notice will be
                          accompanied by payment of the aggregate Exercise Price
                          as to  all  Exercised  Shares.  This  Option  will  be
                          considered  to be  exercised on receipt by the Company
                          of a fully executed Exercise Notice accompanied by the
                          aggregate Exercise Price.

                          No Shares will be issued  pursuant to the  exercise of
                          an Option  unless the issuance  and exercise  complies
                          with Applicable Laws. Assuming compliance,  for income
                          tax purposes the Shares will be considered transferred
                          to the  Optionee  on the date on which  the  Option is
                          exercised with respect to the Shares.

3. Method of Payment.  Payment of the aggregate Exercise Price will be by any of
the  following,  or a  combination  of the  following,  at the  election  of the
Optionee:

     (a)  cash or check;

     (b)  consideration received by the Company under a formal cashless exercise
          program adopted by the Company in connection with the Plan; or

     (c)  surrender of other Shares which:

          (i)  in the case of Shares  acquired on  exercise  of an option,  have
               been  owned by the  Optionee  for more than six (6) months on the
               date of surrender, and

          (ii) have a Fair Market  Value on the date of  surrender  equal to the
               aggregate Exercise Price of the Exercised Shares.

4. Restrictions on Exercise. This Option may not be exercised until such time as
the  Plan  has been  approved  by the  stockholders  of the  Company,  or if the
issuance of the Shares on the exercise or the method of payment of consideration
for the shares would constitute a violation of any Applicable Law.

5.  Non-Transferability  of Option.  This Option may not be  transferred  in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee.  The terms of the
Plan and this Option Agreement will be binding on the executors, administrators,
heirs, successors and assigns of the Optionee.

6. Term of Option.  This Option may be exercised only within the term set out in
the Notice of Grant,  and may be  exercised  during the term only under the Plan
and the terms of this Option.

7. Tax  Consequences.  Set forth below is a brief summary as of the date of this
Option of some of the  federal tax  consequences  of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX
LAWS AND  REGULATIONS  ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

     (a)  Exercise of NSO.  There may be a regular  federal income tax liability
          on the  exercise  of an NSO.  The  Optionee  will be treated as having
          received  compensation  income  (taxable at ordinary income tax rates)
          equal to the excess, if any, of the Fair Market Value of the Shares on
          the date of  exercise  over the  Exercise  Price.  If  Optionee  is an
          Employee  or a  former  Employee,  the  Company  will be  required  to
          withhold from Optionee's compensation or collect from Optionee and pay
          to the  applicable  taxing  authorities  an amount in cash  equal to a
          percentage of this  compensation  income at the time of exercise,  and
          may refuse to honor the exercise  and refuse to deliver  Shares if the
          withholding amounts are not delivered at the time of exercise.



<PAGE>


     (b)  Exercise of ISO. If this Option  qualifies as an ISO, there will be no
          regular  federal  income tax  liability on the exercise of the Option,
          although the excess, if any, of the Fair Market Value of the Shares on
          the date of  exercise  over the  Exercise  Price will be treated as an
          adjustment to the alternative minimum tax for federal tax purposes and
          may subject the Optionee to the alternative minimum tax in the year of
          exercise.

     (c)  Disposition  of Shares.  In the case of an NSO, if Shares are held for
          not less than one year, any gain realized on disposition of the Shares
          will be treated  as  long-term  capital  gain for  federal  income tax
          purposes. In the case of an ISO, if Shares transferred pursuant to the
          Option are held for not less than one year after  exercise  and of not
          less than two years  after the Date of  Grant,  any gain  realized  on
          disposition  of the Shares will also be treated as  long-term  capital
          gain for federal income tax purposes. If Shares purchased under an ISO
          are disposed of within one year after  exercise or two years after the
          Date of Grant,  any gain realized on such  disposition will be treated
          as  compensation  income  (taxable  at ordinary  income  rates) to the
          extent of the difference between the Exercise Price and the lesser of:

          (i)  the Fair Market Value of the Shares on the date of exercise, or

          (ii) the sale price of the Shares.  Any additional  gain will be taxed
               as capital gain,  short-term or long-term depending on the period
               that the ISO Shares were held.

     (d)  Notice of  Disqualifying  Disposition  of ISO  Shares.  If the  Option
          granted to Optionee  is an ISO,  and if  Optionee  sells or  otherwise
          disposes  of any of the  Shares  acquired  pursuant  to the  ISO on or
          before the later of:

          (i)  the date two years after the Date of Grant, or

          (ii) the date one year after the date of exercise,  the Optionee  will
               immediately  notify the  Company in writing of such  disposition.
               Optionee  agrees  that  Optionee  may be  subject  to income  tax
               withholding by the Company on the compensation  income recognized
               by the Optionee.

8. Entire Agreement;  Governing Law. The Plan is incorporated by reference.  The
Plan and this Option  Agreement  constitute the entire  agreement of the parties
and supersede in their  entirety all prior  undertakings  and  agreements of the
Company and Optionee with respect to Options and Stock Purchase Rights,  and may
not be  modified  adversely  to the  Optionee's  interest  except  by means of a
writing  signed by the Company and Optionee.  This  agreement is governed by the
internal substantive laws but not the choice of law rules of Nevada.

9. No Guarantee of Continued Service.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE APPLICABLE  VESTING SCHEDULE IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT
OF BEING  HIRED,  BEING  GRANTED  THIS OPTION OR  ACQUIRING  SHARES  HEREUNDER).
OPTIONEE FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE TRANSACTIONS
CONTEMPLATED  HEREUNDER AND THE ATTACHED  VESTING  SCHEDULE DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING  PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND WILL NOT  INTERFERE IN ANY WAY
WITH  OPTIONEE'S   RIGHT  OR  THE  COMPANY'S   RIGHT  TO  TERMINATE   OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



<PAGE>


Optionee  acknowledges  receipt of a copy of the Plan and represents  that he or
she is familiar  with the terms and  provisions  of the Plan,  and accepts  this
Option  subject to all of the terms and  provisions  of the Plan.  Optionee  has
reviewed the Plan and this Option in their  entirety,  has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands all provisions of the Option.  Optionee agrees to accept as binding,
conclusive and final all decisions or  interpretations  of the  Administrator on
any questions arising under the Plan or this Option.  Optionee further agrees to
notify the Company on any change in the residence address indicated below.


OPTIONEE:                                      NxGen Networks, Inc.

---------------------------------              ---------------------------------
Signature                                      By:_______________________

---------------------------------              ---------------------------------
Print Name                                     Title
---------------------------------
Social Security Number

Residential Address:

---------------------------------

---------------------------------




                                CONSENT OF SPOUSE

The  undersigned  spouse  of  Optionee  has  read and  approves  the  terms  and
conditions  of the Plan and  this  Option  Agreement.  In  consideration  of the
Company's  granting his or her spouse the right to purchase  Shares as set forth
in the Plan and this Option Agreement,  the undersigned agrees to be irrevocably
bound by the terms and  conditions  of the Plan and this  Option  Agreement  and
further agrees that any community  property  interest shall be similarly  bound.
The undersigned  appoints the undersigned's  spouse as attorney-in-fact  for the
undersigned  with respect to any  amendment or exercise of rights under the Plan
or this Option Agreement.



---------------------------------
Spouse of Optionee


<PAGE>



                                    EXHIBIT A

                                 2000 STOCK PLAN
                                 EXERCISE NOTICE



NxGen Networks, Inc.
721 E. Madison
Villa Park, Illinois 60181

1. Exercise of Option. Effective as of today, ___________, 20__, the undersigned
("Optionee")  elects to exercise  Optionee's option to purchase _________ shares
of the Common Stock (the "Shares") of NxGen Networks, Inc. (the "Company") under
and pursuant to the 2000 stock plan (the "Plan") and the stock option  agreement
dated ________, 20__ (the "Option Agreement"). The purchase price for the Shares
shall be $________, as required by the Option Agreement.

2. Delivery of Payment. Purchaser has delivered to the Company the full purchase
price of the Shares.

3.  Representations  of  Optionee.   Optionee  acknowledges  that  Optionee  has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

  4. Rights as  Shareholder.  Until the issuance of the Shares (as  evidenced by
the  appropriate  entry on the  books  of the  Company  or of a duly  authorized
transfer  agent of the  Company),  no right to vote or receive  dividends or any
other rights as a  shareholder  will exist with  respect to the Optioned  Stock,
notwithstanding  the  exercise of the  Option.  The Shares will be issued to the
Optionee as soon as  practicable  after the Option is  exercised.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date of issuance except as provided in Section 12 of the Plan.

  5. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences  as a result of Optionee's  purchase or  disposition of the Shares.
Optionee  represents  that  Optionee  has  consulted  with  any tax  consultants
Optionee  considers  advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice.

6.  Interpretation.  Any dispute  regarding the  interpretation of this Exercise
Notice  will be  submitted  by Optionee  or by the  Company  immediately  to the
Administrator  which will review the dispute at its next  regular  meeting.  The
resolution  of a dispute by the  Administrator  will be final and binding on all
parties.

  7.  Entire   Agreement/Governing  Law.  The  Plan  and  Option  Agreement  are
incorporated by reference.  This Exercise Notice, the Plan, the Option Agreement
and the Investment  Representation  Statement constitute the entire agreement of
the parties  concerning Options and Stock Purchase Rights and supersede in their
entirety  all prior  undertakings  and  agreements  of the Company and  Optionee
concerning  Options and Stock Purchase Rights, and may not be modified adversely
to the  Optionee's  interest  except by means of a writing signed by the Company
and Optionee.  This Exercise Notice is governed by the internal substantive laws
but not the choice of law rules, of Nevada.


Submitted By:                                 Accepted By:

OPTIONEE:                                     NxGen Networks, Inc.
---------------------------------             ---------------------------------
Signature                                     By:_______________________

---------------------------------             ---------------------------------
Print Name                                     Title
---------------------------------
Social Security Number

                                            Date Received: _____________________