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                                                                    Exhibit 10.6

                               NETPLIANCE, INC.
                       2000 EMPLOYEE STOCK PURCHASE PLAN

1.   Purpose and Effect of Plan.

     The purpose of the 2000 Employee Stock Purchase Plan (the "Stock Purchase
Plan" or the "Plan") is to secure for Netpliance, Inc., a Delaware corporation
(the "Company"), and its stockholders the benefits of the incentive inherent in
the ownership of the Company's capital stock by employees of the Company and its
subsidiaries. The Stock Purchase Plan is intended to comply with the provisions
of Section 423 of the Internal Revenue Code of 1986, as amended (the Code), and
the Plan shall be administered, interpreted, and construed in accordance with
such provisions.

2.   Shares Reserved for the Plan.

     There shall be initially reserved for issuance to and purchase by employees
under the Stock Purchase Plan an aggregate of 600,000 shares of Common Stock,
$.01 par value per share, of the Company ("Common Stock"), subject to adjustment
as provided in Section 12 and to an annual increase. The annual increase in the
number of shares reserved for issuance pursuant to the plan shall be the least
of the following: (1) 1% of issued and outstanding shares as of the last day of
the prior fiscal year; (2) 900,000 shares; or (3) a smaller number as determined
by the Board of Directors. Such annual increase shall occur automatically on the
first trading day in January of each year. Shares subject to the Plan may be
shares now or hereafter authorized but unissued or shares that were once issued
and subsequently reacquired by the Company. The Company reserves the right to
purchase shares on the market. If shares are purchased on the market by the
Company, the Company will make a cash contribution to the Plan equal to the
difference between the employee's purchase price and the price paid for the
shares on the market. If and to the extent that any right to purchase reserved
shares shall not be exercised by any employee for any reason or if such right to
purchase shall terminate as provided herein, such shares which have not been so
purchased hereunder shall again become available for the purposes of the Plan
unless the Plan shall have been terminated, but such unpurchased shares shall
not be deemed to increase the aggregate number of shares specified above to be
reserved for purposes of the Plan (subject to adjustment as provided in Section
12).

3.   Administration of the Plan.

     The Stock Purchase Plan shall be administered, at the expense of the
Company, by a committee appointed by the Board of Directors, which shall be
designated as the Employee Stock Purchase Plan Committee (the "Committee"),
consisting of not less than two members, who shall serve at the pleasure of the
Board of Directors. The Committee shall select one of its members as chairman
and shall hold meetings at such times and places as it may determine. The
Committee may request advice or assistance or employ such persons, including a
broker or custodian, as are necessary for proper administration of the Plan.
Subject to the express provisions of the Plan, the Committee shall have the
discretionary authority to interpret the Plan, to supply omissions or correct
errors in the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to make equitable adjustments for any mistakes made in the
administration of the Plan, and to make all other

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determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons unless otherwise
determined by the Board of Directors. A quorum of the Committee shall consist of
a majority of its members and the Committee may act by vote of a majority of its
members at a meeting at which a quorum is present or without a meeting by a
written consent to their action taken signed by all members of the Committee.

4.   Eligible Employees.

     All present and future employees of the Company, its present and future
domestic subsidiaries and such of its present or future foreign subsidiaries as
may be designated from time to time by the Committee, shall be eligible to
participate in the Stock Purchase Plan, provided each of such employees:

          (a) has been employed by the Company and/or any of its subsidiaries
     (or any predecessor thereof) since the May 31 or November 30 immediately
     preceding the Enrollment Date in question, as hereinafter defined,

          (b) has customary employment of a minimum of 20 hours per week during
     at least five months of the year, and

          (c) does not own, immediately after the right is granted, stock
     possessing five percent (5%) or more of the total combined voting power or
     value of all classes of capital stock of the Company or of any subsidiary
     company.

     In determining whether a corporation is a subsidiary, the rules of Section
424(f) of the Code shall be followed and in determining stock ownership under
this paragraph, the rules of Section 424(d) of the Code shall apply and stock
which the employee may purchase under outstanding options shall be treated as
stock owned by the employee. Employees eligible to participate in the Stock
Purchase Plan pursuant to the provisions of this Section 4 are hereinafter
referred to as "Eligible Employees".

     "Leased employees," "independent contractors," or other workers in similar
classifications are not eligible to participate.

5.   Election to Participate.

     Each Eligible Employee, at the effective date of the Stock Purchase Plan
and at January 1 in each calendar year after the calendar year which includes
the effective date, and at July 1, 2000 and each subsequent July 1 (each such
January 1 or July 1 being referred to as the "Enrollment Date," and each six-
month period beginning on an Enrollment Date being referred to as a "Purchase
Period"), may participate in the Plan by filing with the Committee prior to such
effective date or Enrollment Date, as the case may be, an Enrollment Form
authorizing specified regular payroll deductions (in any whole percent from one
percent (1%) through fifteen percent (15%) of his or her base compensation. Base
compensation is gross compensation actually paid for the pay period, including
overtime pay and overtime premium, but before reductions for 401(k)
contributions or

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cafeteria plan contributions, excluding all bonuses, severance pay, any
extraordinary pay, expense allowances/reimbursements, moving expenses and income
from restricted stock or stock options. Employees who so elect to participate in
the Plan are referred to herein as Participating Employees. Payroll deductions
for each Participating Employee shall be made regularly commencing on the
Enrollment Date, by the Company and shall be credited to an account which the
Company shall establish in the name of each participant (the "Payroll Deduction
Account"). A Participating Employee may at any time withdraw the entire balance
accumulated in his or her Payroll Deduction Account and thereby cease to be a
Participating Employee in the Plan until the following Enrollment Date of the
Plan. Such payroll deductions shall continue until the Plan terminates or the
Participating Employee elects to cease participating or elects to change his or
her contribution percentage. A Participating Employee may at any time (but not
more than once during a six month period) decrease his or her payroll deduction,
but not to less than one percent (1%), by filing a new Enrollment Form which
shall become effective on the following payroll date, or as soon thereafter as
practicable. All funds in Payroll Deduction Accounts may be used by the Company
for any corporate purpose. Payroll Deduction Accounts are not credited with
interest.

6.   Limitation of Number of Shares Which an Employee May Purchase.

     (a)  No right to purchase shares under this Stock Purchase Plan shall
          permit an employee to purchase stock under all employee stock purchase
          plans of the Company and its subsidiaries at a rate which exceeds
          either $25,000 of fair market value of such stock (determined at the
          time the right is granted) for any calendar year in which the right is
          outstanding, or such other limits as may be imposed by the applicable
          laws and regulations under the Code in effect during such calendar
          year.

     (b)  The maximum number of shares which an employee may purchase in any one
          Purchase Period is 1,500. In no event shall an employee purchase
          shares in excess of the limitation in part (a) of this section.

7.   Purchase Price.

     The purchase price for each share of Common Stock shall be eighty-five
percent (85%) of the lesser of (i) the fair market value of such share on the
Investment Date (as defined in Section 8) and (ii) the fair market value of such
share on the first day of the Purchase Period.

"Fair market value" shall be determined by the Committee by any fair and
reasonable means, including if the Common Stock is listed for trading on a
national securities exchange or market, the closing price on such exchange or
market on the date in question, or if the Common Stock shall not have been
traded on such exchange on such date, the closing price on such exchange or
market on the first day prior thereto on which the Common Stock was traded.

8.   Method of Payment.

     As of the last business day in June and December during the life of the
Plan (each of such dates being known as an "Investment Date"), each
Participating Employee shall have the right to purchase the number of whole
shares of Common Stock determined by dividing the amount of the

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balance in his or her Payroll Deduction Account by the purchase price as
determined in Section 7. Each Participating Employee having funds in his or her
Payroll Deduction Account on an Investment Date shall be deemed, without any
further action, to have purchased with the funds in such account the number of
whole shares which such Participating Employee has the right to purchase at the
purchase price on that Investment Date. Such shares shall be issued promptly on
behalf of the employee participants. Any amount remaining in a Participating
Employee's Payroll Deduction Account after any Investment Date shall be retained
in his or her Payroll Deduction Account for use in purchasing shares of Common
Stock on subsequent Investment Dates or refunded to the Participating Employee
if for any reason he or she ceases to participate in the Plan.

9.   Registration of Certificates.

     Stock certificates may be registered in the name of such other agent or
custodian as the Board of Directors shall designate or in the name of the
individual Participating Employee.

10.  Rights as a Stockholder.

     When a Participating Employee's Payroll Deduction Account shall be charged
with the amount of the purchase price of stock, he shall immediately thereupon
have all of the rights or privileges of a stockholder of the Company with
respect to shares purchased under the Plan, whether or not certificates
representing the purchased shares shall have been issued.

11.  Rights Not Transferable.

     Rights under the Plan are not transferable by a Participating Employee and
are exercisable only by the Participating Employee.

12.  Adjustment in Case of Changes Affecting the Company's Stock.

     In the event of a subdivision of outstanding shares of Common Stock or the
payment of a stock dividend thereon, the number of shares reserved or authorized
to be reserved under this Stock Purchase Plan shall be increased
proportionately, and such other adjustment shall be made as may be deemed
necessary or equitable by the Board of Directors. In the event of a reverse
stock split affecting outstanding shares of Common Stock, the number of shares
reserved or authorized to be reserved under this Stock Purchase Plan shall be
decreased proportionately, and such other adjustment shall be made as may be
deemed necessary or equitable by the Board of Directors. In the event of any
other change affecting the Common Stock, such adjustment shall be made as may be
deemed equitable by the Board of Directors to give proper effect to such event,
subject to the limitations of Section 424 of the Code. In the event of a
corporate transaction described in Section 424(a) of the Code, the Board of
Directors of the Company may, alternatively, approve the assumption of the Plan
by a successor corporation that becomes the employer of a significant number of
Participating Employees ("Successor Employer"). In such event, any uninvested
amounts in the Payroll Deduction Accounts of Participating Employees who become
employees of the Successor Employer (or its subsidiary) shall be invested in
stock of the Successor Employer in accordance with Section 424(a), and such
Participating Employees' most recent Enrollment Forms

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shall be deemed to continue in effect, subject to the right of any Participating
Employee to cease participating at any time. In the event of assumption of the
Plan, Participating Employees who do not become employees of the Successor
Employer (or one of its subsidiaries) shall be deemed to have terminated
employment, solely for purposes of this Plan.

13.  Retirement, Termination and Death.

     In the event of a Participating Employee's retirement or termination of
employment, the amount in his or her Payroll Deduction Account shall be refunded
to such Participating Employee. If a Participating Employee is a resident of
Texas, in the event of his or her death, the amount in his or her Payroll
Deduction Account shall be paid to his or her designated beneficiary. If a
Participating Employee is not a resident of Texas, the amount in his or her
Payroll Deduction Account shall be paid to his or her surviving spouse; or, if
there is no surviving spouse, the Committee, in its sole discretion, may direct
payment to the deceased Participating Employee's estate or to one or more of his
or her surviving family members.

14.  Amendment of the Plan.

     The Board of Directors may at any time, or from time to time, amend the
Plan in any respect, except that, without the approval of the holders of a
majority of the shares of Common Stock of the Company voting thereon, no
amendment shall be made (a) increasing or decreasing the number of shares to be
reserved under the Plan (other than as provided in Sections 2 and 12) or (b)
altering the eligibility criteria for participation in the Plan.

15.  Termination of the Plan.

     The Plan and all rights of employees hereunder shall terminate:

          (a) on any Investment Date when Participating Employees become
     entitled to purchase a number of shares greater than the number of reserved
     shares remaining available for purchase; or

          (b) if the Plan is terminated at any time, at the discretion of the
     Board of Directors.

     In the event that the Plan terminates under circumstances described at (a)
above, reserved shares remaining as of the termination date shall be issued to
Participating Employees in proportion to the balances in the Payroll Deduction
Accounts of such employees. Upon termination of the Plan, all amounts held in
the Payroll Deduction Accounts shall, to the extent not used to purchase shares
of the Common Stock, be refunded to the Participating Employee entitled thereto.

16.  Effective Date of Plan.

     The Plan shall become effective the latest of (a) March 1, 2000, (b) the
date on which stockholders' approval is obtained and (c) the date on which a
Registration Statement under the

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Securities Act of 1933, as amended, covering the shares to be issued under the
Plan becomes effective.

17.  Governmental and Other Regulations.

     The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Company's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
Federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or governmental agency as may, in the opinion of counsel for the
Company, be required.

18.  Indemnification of Committee.

     Members of the Committee shall be indemnified and entitled to reimbursement
of expenses pursuant to the Company's Certificate of Incorporation and bylaws to
the same extent as if they were directors of the Company.

19.  Listing of Shares and Related Matters.

     If at any time the Board of Directors or the Committee shall determine,
based on opinion of counsel, that the listing, registration or qualification of
the shares covered by the Plan upon any national securities exchange or under
any state or federal law or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the sale of purchase of shares under the Plan, no shares will be sold,
issued or delivered unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained, or otherwise provided
for, free of any conditions not acceptable to counsel.

20.  Third Party Beneficiaries.

     None of the provisions of the Plan shall be for the benefit of or
enforceable by any creditor of a Participating Employee or any other third
party. A Participating Employee may not create a lien, encumbrance or assignment
on any portion of the cash balance accumulated in his or her Payroll Deduction
Account or on any shares covered by a right to purchase before a stock is issued
for his or her benefit.

21.   General Provisions.

     The Plan shall neither impose any obligation on the Company or on any
parent or subsidiary corporation to continue the employment of any Participating
Employee, nor in any way limit or restrict the right of the Company or any
parent or subsidiary to discharge any Participating Employee or to change his or
her position or compensation. For purposes of the Plan, an employment
relationship shall be deemed to exist between an individual and a corporation
if, at the time of the determination, the individual is an "employee" of such
corporation within the meaning of Section 423(a)(2) of the Code and the
regulations and rulings interpreting such Section. For purposes of the Plan, the
transfer of a Participating Employee from employment with the Company to
employment

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with a parent or subsidiary of the Company, or vice versa, shall not be deemed a
termination of employment of the Participating Employee. Subject to the specific
terms of the Plan, all Participating Employees granted rights to purchase shares
hereunder shall have the same rights and privileges.

22.   Governing Law.

     The Plan and rights to purchase shares that may be granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
State of Delaware without regard to any principles of conflicts of laws that
would require application of laws of a different jurisdiction.

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