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                                                                    EXHIBIT 10.8
                               ENDWAVE CORPORATION
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                                    OFFERING

                        ADOPTED __________________, 2000

1.       GRANT OF RIGHTS.

         (a)  The Board of Directors of Endwave Corporation (the "Company"),
pursuant to the Company's 2000 Employee Stock Purchase Plan (the "Plan"), hereby
authorizes the grant of rights to purchase shares of the common stock of the
Company ("Common Stock") to all Eligible Employees (an "Offering"). The first
Offering shall begin simultaneously with the effectiveness of the Company's
registration statement under the Securities Act of 1933 with respect to the
initial public offering of the Company's Common Stock and end on [___________],
2002 (the "Initial Offering"). Thereafter, Offerings shall begin on each
[___________] and [___________] and each such Offering shall end on the day
prior to the second anniversary of its Offering Date. The first day of an
Offering is that Offering's "Offering Date." If a scheduled Offering Date falls
on a day on which the Common Stock is not actively traded, then the Offering
Date shall be the next succeeding day on which the Common Stock is actively
traded.

         (b)  Prior to the commencement of any Offering, the Board of Directors
(or the Committee described in subparagraph 2(d) of the Plan, if any) may change
any or all terms of such Offering and any subsequent Offerings. The granting of
rights pursuant to each Offering hereunder shall occur on each respective
Offering Date unless, prior to such date (i) the Board of Directors (or such
Committee) determines that such Offering shall not occur or (ii) no shares of
Common Stock remain available for issuance under the Plan in connection with the
Offering.

         (c)  Notwithstanding anything to the contrary, in the event that the
fair market value of a share of Common Stock on any Purchase Date during an
Offering is less than the fair market value of a share of Common Stock on the
Offering Date of such Offering, then, following the purchase of Common Stock on
such Purchase Date: (i) the Offering shall terminate and (ii) all participants
in the just-terminated Offering shall automatically be enrolled in the new
Offering that shall commence on the day following the Purchase Date on the same
terms on which such participants were enrolled in the terminated Offering.

2.       ELIGIBLE EMPLOYEES.

         Except as described below, all employees of the Company shall be
granted rights to purchase Common Stock under each Offering on the Offering Date
of such Offering (each, an "Eligible Employee"); PROVIDED, HOWEVER, that each
Eligible Employee may participate in only one Offering at any given time. The
following employees shall NOT be Eligible Employees or be granted rights under
an Offering: (i) part-time or seasonal employees whose customary employment is
less than twenty (20) hours per week or less than five (5) months per calendar
year, and (ii) 5% stockholders (including ownership through unexercised options)
described in subparagraph 6(c) of the Plan.

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         Each person who first becomes an Eligible Employee during any Offering
shall be granted a right to purchase Common Stock under such Offering on the
next [___________] or [___________] during such Offering, which right shall
thereafter be deemed to be a part of such Offering. Such right shall have the
same characteristics as any rights originally granted under the Offering except
that:

         (a)  the date on which such right is granted shall be the "Offering
Date" of such right for all purposes, including determination of the exercise
price of such right; and

         (b)  the Offering for such right shall begin on its Offering Date and
end  coincident  with the  ongoing Offering.

3.       RIGHTS.

         (a)  Subject to the limitations contained herein and in the Plan, on
each Offering Date each Eligible Employee shall be granted the right to purchase
the number of shares of Common Stock purchasable with up to fifteen percent
(15%) of such Participant's Earnings (as defined below) paid during the period
of such Offering.

         (b)  The maximum number of shares that may be purchased by an
eligible employee on a Purchase Date shall not exceed
[______________________________ (__________)] shares. The maximum aggregate
number of shares available to be purchased by all Eligible Employees under an
Offering shall be the number of shares remaining available under the Plan on the
Offering Date. If the aggregate purchase of shares of Common Stock upon exercise
of rights granted under the Offering would exceed the maximum aggregate number
of shares available, the Board shall make a pro rata allocation of the shares
available in a uniform and equitable manner.

         (c)  Notwithstanding the foregoing, no employee shall be granted
an option under the Plan which permits such employee's right to purchase stock
under this Plan and all other employee stock purchase plans (described in
Section 423 of the Code) of the Company to accrue at a rate which exceeds
twenty-five thousand dollars ($25,000) of fair market value of such stock
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time.

4.       PURCHASE PRICE.

         The purchase price of the Common Stock under the Offering shall be the
lesser of eighty-five percent (85%) of the fair market value of the Common Stock
on the Offering Date or eighty-five percent (85%) of the fair market value of
the Common Stock on the Purchase Date.

5.       PARTICIPATION.

(A)      Except as otherwise provided herein or in the Plan, an Eligible
Employee may elect to participate in an Offering only as of (i) the beginning of
the Offering, (ii) the first [___________] to occur during the Offering if the
Offering began on a [___________], (iii) the first [___________] to occur during
the Offering if the Offering began on a [___________] or (iv) the day after any
Purchase Date during the Offering. An Eligible Employee shall become a

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participant in the Plan by delivering an agreement authorizing payroll
deductions. Such deductions shall be made each pay period and must be in whole
percentages not to exceed fifteen percent (15%) of Earnings (as defined below).
The agreement shall be made on such enrollment form as the Company or a
designated Affiliate provides and must be delivered to the Company or designated
Affiliate before the Offering Date to be effective for such Offering, unless a
later time for filing the enrollment form is set by the Company for all Eligible
Employees with respect to a given Offering Date. For the Initial Offering, the
time for filing an enrollment form and commencing participation for individuals
who are Eligible Employees on the Offering Date for the Initial Offering shall
be determined by the Company and communicated to such Eligible Employees. A
participant may not make additional contributions under the Plan.

         (b)  A participant may increase or reduce (including to zero) his or
 her participation level as of any [___________] or [___________] during an
 Offering. Any such change in participation shall be made by delivering a notice
 to the Company or a designated Affiliate in such form and at such time as the
 Company provides. In addition, a participant may withdraw from an Offering and
 receive his or her accumulated payroll deductions from the Offering (reduced to
 the extent, if any, such deductions have been used to acquire Common Stock for
 the Participant on any prior Purchase Dates), without interest, at any time
 prior to the end of the Offering, excluding the fifteen (15) day period
 immediately preceding the Purchase Date, by delivering a withdrawal notice to
 the Company or designated Affiliate in such form as the Company of designated
 Affiliate provides. A participant who has withdrawn from an Offering shall not
 again participate in such Offering but may participate in subsequent Offerings
 under the Plan by submitting a new participation agreement in accordance with
 the terms thereof.

         (c)  For the Initial Offering and subsequent Offerings hereunder,
"Earnings" means the total compensation paid to an employee, including all
salary, wages (including amounts elected to be deferred by the employee, that
would otherwise have been paid, under any cash or deferred arrangement
established by the Company), overtime pay, commissions, bonuses, and other
remuneration paid directly to the employee, but excluding profit sharing, the
cost of employee benefits paid for by the Company, education or tuition
reimbursements, imputed income arising under any Company group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income received in connection with stock options, contributions made by the
Company under any employee benefit plan, and similar items of compensation.

6.       PURCHASES.

         Subject to the limitations contained herein, on each Purchase Date,
each participant's accumulated payroll deductions (without any increase for
interest) shall be applied to the purchase of whole shares of Common Stock, up
to the maximum number of shares permitted under the Plan and the Offering.
"Purchase Date" shall be defined as [__________], and each [__________] and
[__________] thereafter. If a scheduled Purchase Date falls on a day on which
the Common Stock is not actively traded, then the Purchase Date shall be the
nearest prior day on which the Common Stock is actively traded.

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7.       NOTICES.

         Any notices or agreements provided for in the Offering or the Plan
shall be given in writing, in a form provided by the Company, and unless
specifically provided for in the Plan or this Offering shall be deemed
effectively given upon receipt or, in the case of notices and agreements
delivered by the Company, five (5) days after deposit in the United States mail,
postage prepaid.

8.       EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.

         The rights granted under an Offering are subject to the approval of the
Plan by the stockholders of the Company as required for the Plan to obtain
employee stock purchase plan treatment under Section 423 of the Code or to
comply with the requirements of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.

9.       OFFERING SUBJECT TO PLAN.

         Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of an Offering and those of the Plan (including
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan), the provisions of the Plan
shall control.

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