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.



<PAGE>


                  An  Option  will be  considered  exercised  when  the  Company
receives:

          (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.



<PAGE>


11.  Stock Purchase Rights.

     (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.



<PAGE>


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.

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.


<PAGE>


                              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: _____________________