2000 Senior Executive Stock Purchase Plan - Tendex Inc.

                              TENDEX, INC.

                 2000 SENIOR EXECUTIVE STOCK PURCHASE PLAN

1.    PURPOSE. The purpose of this Plan is to promote the interest of the 
Corporation and its stockholders by strengthening the reasonability of the 
Corporation and its Parent and Subsidiaries to attract, motivate and retain 
senior executives, consultants and advisors with valued training, experience 
and ability, and  to provide a means to encourage stock ownership and a 
proprietary interest in the Corporation to valued senior executives, 
consultants and advisors. This Plan, and offers and sales of securities 
pursuant hereto, is intended to meet the requirements of, and qualify under, 
Rule 506 promulgated under the Securities Act, as such rule may be amended 
from time to time, and offers and sales of securities pursuant hereto are 
therefore intended to be exempt from the registration requirements of the 
Securities Act if and for so long as the Corporation is not subject to the 
reporting requirements of Sections 13 or 15(d) of the Exchange Act.

2.     DEFINITIONS
       2.1     "Administrator" shall mean the administrator of this Plan, 
which may be, at the sole discretion of the Board of Directors, either the 
Board of Directors as a whole or the Committee.

       2.2     "Award" shall mean an Option or other award granted to a 
Participant under this Plan.

       2.3     "Board of Directors" shall mean the Board of Directors of the 
Corporation.

       2.4     "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

       2.5     "Committee" shall mean such committee, if any, designated by 
the Board of Directors to administrator this Plan.

       2.6     "Corporation" shall mean Tendex, Inc., a Delaware corporation.

       2.7     "Corporations Code" shall mean the Corporations Code of the 
State of California.

       2.8     "Employee" shall mean any executive officer or employee of the 
Corporation, or any Parent or Subsidiary.

       2.9     "Exchange Act" shall mean the Securities Exchange Act of 1934, 
as amended.

       2.10    "Fair Market Value" shall meant the fair market value of a 
share of Stock as determined pursuant to Section 6.6.

       2.11    "Parent or Subsidiary" shall mean any "parent" or "subsidiary" 
of the Corporation, as such terms are defined in Section 424 of the Code, and 
shall include any parent of the Corporation, any majority-owned subsidiary
of any parent of the Corporation as contemplated by Rule 701 promolgated 
under the Securities Act.

          2.12.   "Participant" shall mean any Employee of, or consultant or 
advisor to, the Corporation, or any Parent or Subsidiary, who has been 
determined by the Administrator to be eligible to receive Award under this 
Plan.


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          2.13     "Participant" shall mean any Employee of, or consultant or 
advisor to, the Corporation, or any Parent or Subsidiary, who has been 
determined by the Administrator by the Administrator to be eligible to receive 
Awards under this Plan.

          2.14.    "Plan" shall mean the Tendex 2000 Senior Executive Stock 
Purchase Plan, as it may be amended from time to time.

          2.15.    "Purchase Rights" shall mean the right to buy shares of 
Stock at a designated price granted by the Administrator to a Participant 
under this Plan.

          2.16.     "Securities Act" shall mean the Securities Act of 1933, as 
amended.

          2.17.     "Subscription Agreement" shall mean an agreement, in such 
form as the Administrator shall determine pursuant to which a Participant 
elects to purchase Stock and which sets Forth the terms and conditions of 
such purchase.

     3.   ADMINISTRATION

          3.1     ADMINISTRATOR. This Plan shall be administered by the 
Administrator.

          3.2     COMMITTEE

                  3.21   Members. The Committee, if any, shall select one of 
its members as Chairman and shall appoint a Secretary, who need not be a 
member of the Committee. The Committee shall hold meetings at such times and 
places as it may determine and minutes of such meetings shall be recorded. 
Acts by a majority of the COmmittee in a meeting at which a quorum is present 
and acts approved in writing by all of the members of the Committee shall be 
valid acts of the Committee. No member of the Committee shall vote on any 
matter concerning his or her own participation in this Plan. Employees of a 
Parent or Subsidiary may serve on the Committee.

                  3.22   TERM. The members of the COmmittee, if any, shall 
serve on the Committee for the period of time determined by the Board of 
Directors and shall be subject to removal by the Board of Directors at any 
time. The Board of Directors may terminate the function of the Committee at 
any time and resume all powers and authority previously delegated to the 
Committee.

       3.3     AUTHORITY. The Board of Directors shall have sole discretion 
and authority to grant Purchase Rights under this Plan to Participants at 
such times, under such terms, under such terms and in such amounts as it may 
decide. Subject to the express provisions of this Plan, the Administrator 
shall have complete authority to interpret this Plan, to prescribe, amend and 
rescind the rules and regulations relating to this Plan, to determine the 
details and provisions of any Subscription Agreement and to make all other 
determinations necessary or advisable for the administration of this Plan.

       3.4     INTERPRETATION. The interpretation and construction by the 
Administrator of any provisions of this Plan or of any Purchase Right granted 
under this Plan shall be final and binding on all parties having an interest 
in this Plan or any Purchase Right granted hereunder. The Administrator shall 
not be liable for any action or determination made in good faith with respect 
to this Plan or any Purchase Right granted under this Plan.


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       4.      ELIGIBILITY. All members of the Corporation's or any Parent's 
or Subsidiary's, senior management who hold the title "Senior Vice PResident" 
or above or other employees, consultants and advisors who otherwise qualify 
as an "accredited investor," as such term in defined in Rule 501 under the 
Securities Act shall be eligible to receive Purchase Rights under this Plan. 
The selection of Participants shall be within the sole and absolute 
discretion of the Administrator. No Participant shall be allowed to purchase  
shares of Stock under this Plan unless such Participation has executed a 
Subscription Agreement and an Accredited Investor Certification Form.

        5.     SHARES OF STOCK SUBJECT TO THIS PLAN.  The aggregate number of 
shares subject to outstanding Purchase Rights shall not exceed 4,225,000 
shares of Stock (subject to adjustment as provided in Section 7). If any 
Purchase Right granted hereunder shall expire or terminate for any reason 
without having been exercised in full the unpurchased shares subject thereto 
shall again be available for purposes of this Plan.

         6.    TERMS AND CONDITIONS OF PURCHASE RIGHTS. Any shares of Stock 
purchased pursuant to this Plan shall be evidenced by a Subscription 
Agreement which agreement shall comply with and be subject to he following 
terms and conditions:

         6.1   NUMBER OF SHARES. Each Subscription Agreement shall state the 
number of shares of Stock to which it pertains.

         6.2   PURCHASE PRICE. Each Subscription Agreement shall state the 
purchase price, which shall be no less than Fair Market Value of the Stock, 
as determined in the manner set forth in Section 6.6

         6.3   TERM OF PURCHASE RIGHT. The term of a Purchase Right granted 
hereunder shall be determined by the Administrator at the time of grant, but 
shall not exceed thirty (30) days from the  date of grant. In no event shall 
any Purchase Right be exercisable after the expiration of its term.

         6.4   Method of Exercise. A Participant shall exercise a Pruchase 
Right by delivering an executed Subscription Agreement to the Administrator. 
SUch Subscription Agreement shall state the number of shares to be purchased. 
Upon delivery o fan executed Subscription Agreement and receipt of the 
purchase price of the  shares of Stock being purchased the Administrator 
shall deliver as soon as practicable to such Participant at the principal 
office of the Corporation, or such other appropriate place as may be 
determined by the Administrator, a certificate for such shares. 
Notwithstanding the foregoing, the Administrator may postpone delivery of any 
certificate or certificates after notice of exercise for such reasonable 
period as may be required to comply with any applicable listing requirements 
of any securities exchange.

          6.5   Method and Time of Payment. The purchase price shall be 
payable in full on or before the Purchase Date by check or money order.

          6.6   Fair Market Value. Except as otherwise may be provide in the 
subscription Agreement governing a grant of Purchase Rights, the Fair Market 
Value of a share of Stock on any relevant date shall be determined in 
accordance with the following provisions:

               6.6.1 If the Stock at the time is neither listed nor admitted 
to tradingon any stock exchange nor traded in the over-the-counter market, 
then the Fair Market Value shall be determined in good faith by the 
Administrator based on an independent third party valuation or such other 
means as the Administrator shall deem appropriate.


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              6.6.2 If the Stock at the time initiated or admitted to trading 
on any stock exchange, then the Fair Market Value shall be the closing sales 
price of one share of Stock on the date in question on the stock exchange 
determined by the Administrator to be the primary market for the Stock, as 
such price is officially quoted in the composite tape of transactions on such 
exchange. If there is no reported sale of Stock on such exchange on the date 
in question, then the Fair Market Value shall be the closing sales price on 
the exchange on the last preceding date for which such quotation exists.

              6.6.3 If the Stock at the time is neither listed nor admitted 
to trading on any stock exchange but is traded in the over-the-counter 
market, then the Fair Market Value shall be the mean between the highest bid 
and lowest ask prices (or, if such information is available, the closing 
sales price) of one share of Stock on the date in question in the 
over-the-counter market, as such prices are reported by the National 
Association of Securities Dealers through its NASDAQ system or any successor 
system. If there are no reported bid and ask prices (or closing sales price) 
for the Stock on the date in questions, then the Fair Market Value shall be 
the mean between the highest bid and lowest ask price (or the closing sales 
price) on the last preceding date for which such quotations exist.

    7.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         7.1 SUBDIVISION OR CONSOLIDATION. Subject to any required action by 
the stockholders of the Corporation, if the outstanding shares of Stock are 
increased, decreased or exchanged for a different number or kind of shares or 
other securities, or if additional shares or new or different shares or other 
securities are distributed with respect to such shares of Stock or other 
securities, through merger, consolidation, spin off, sale of all or 
substantially all the property of the Company, reorganization, 
recapitalization, reclassification, stock dividend, stock split, reverse 
stock split or other distribution with respect to such shares of Stock or 
other securities, an appropriate and proportionate adjustment shall be made 
in (a) the maximum number and kind of shares provided in Section 5, (b) the 
number and kind of shares, units or other securities subject to the 
then-outstanding Awards and (x) the price for each share or other unit of any 
other securities subject to then-outstanding Awards without change in the 
aggregate purchase price or value as to which such Awards remain exercisable 
or subject to restrictions. No fractional interest shall be issued under this 
Plan on account of any such adjustments.

         7.2 ADJUSTMENTS. To the extent that the foregoing adjustments relate 
to capital stock or securities of the Corporation, such adjustments shall be 
made by the Administrator, whose determination in that respect shall be 
final, binding and conclusive.

         7.3 ABILITY TO ADJUST. The grant of a Purchase Right pursuant to 
this Plan shall not affect in any way the right or power of the Corporation 
to make adjustments, reclassifications, reorganizations or changes of its 
capital or business structure or to merge, consolidate, dissolve, liquidate, 
sell or transfer all or any part of its business assets.

         7.4 NOTICE OF ADJUSTMENT. Whenever the Corporation shall take any 
action resulting in any adjustment provided for in this Section 7, the 
Corporation shall forthwith deliver notice of such action to each 
Participant, which notice shall set forth the number of shares subject to the 
Purchase Right and the purchase price thereto resulting from such adjustment.

    8.   NONASSIGNABILITY; RIGHT OF FIRST REFUSAL.

         8.1 Purchase Rights granted under this Plan may not be sold, 
pledged, assigned or transferred in any manner other than by will or by the 
laws of ?????? succession, and may be exercised during the lifetime of a 
Participant only by such Participant. Any transfer by a Participant of any 
Purchase Right granted under this Plan in violation of this Section 8 shall 
void such Purchase Right, and


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any Subscription Agreement entered into by such Participant and the 
Corporation regarding such transferred Purchase Right shall be void and have 
no further force or effect. No Purchase Right shall be pledged or 
hypothecated in any way, nor shall any Purchase Right be subject to 
execution, attachment or similar process.

         8.2 Except as provided below, any shares of Stock issued pursuant to 
any Purchase Right, together with any rights, securities or additional stock 
that has been received pursuant to Section 7, shall be subject to a right of 
first refusal by the Corporation in the event the holder of such shares 
proposes to sell, pledge or otherwise transfer such shares or any interest in 
such shares to any person or entity. Any holder of shares of Stock or other 
securities acquired under any Purchase Right desiring to transfer such shares 
Stock or other securities or any interest therein shall give written notice 
to the Corporation describing the proposed transfer, including the number of 
shares proposed to be transferred, the proposed transfer price and terms and 
the name and address of the proposed transferee. Unless otherwise agreed to 
by the Corporation and the holder of such shares, the Corporation shall have 
a right of first refusal to repurchase the shares at the price at which the 
shares were to be sold; provided, however, that if the Administrator 
determines that such price is in excess of the Fair Market Value of such 
shares, Tendex shall have the right, (but not the obligation) to purchase 
such shares for their Fair Market Value.

         8.3 If the Corporation fails to exercise its right of first refusal 
within 10 days from the date upon which the Corporation received the 
stockholders written notice, the stockholder may, within the next 90 days, 
conclude a transfer of the exact number of shares covered by said notice on 
terms not more favorable to the transferee than those described in the 
notice. Except as provided below, any subsequent proposed transfer by such 
transferee shall again be subject to the Corporation's right of first 
refusal. If the Corporation exercises its right of first refusal, the 
stockholder shall endorse and deliver to the Corporation the stock 
certificates representing the shares being repurchased, and the Corporation 
shall promptly pay the stockholder the total repurchase price. The holders of 
shares being repurchased pursuant to the Corporation's right of first refusal 
shall cease to have any rights with respect to such shares immediately upon 
repurchase.

         8.4 No written notice of a proposed transfer shall be required under 
this Plan and no right of first refusal shall exist with respect to transfers 
by will or the laws of ???????? succession.

         8.5 Any attempted transfer of any shares of Stock or securities 
subject to this right of first refusal that is not made in compliance with 
this Plan shall be null and void.

         8.6 The Administrator may assist the Corporation's right of first 
refusal under this Plan to any person selected by the Administrator, 
including one or more or the stockholders of the Corporation.

         8.7 The right of first refusal set forth in this Plan shall 
terminate upon the consummation of a firmly underwritten offering of the 
Company's Stock.

    9.   TERM OF PLAN. This Plan is effective on the date this Plan is 
adopted by the Board of Directors. This Plan shall terminate ten (10) years 
after the date of adoption. Termination of this Plan shall not affect any 
Purchase Right theretofore granted.

    10.  AMENDMENT AND TERMINATION.

         10.1 The Administrator shall have the power, in its discretion, to 
amend, suspend or terminate this Plan at any time. The Administrator may 
amend this Plan to address administrative matters but may not, however, amend 
this Plan in any material respect, including, without limitation, to increase


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the number of shares of Stock that may be issued, transferred or exercised 
pursuant to Purchase Rights granted under this Plan or change the types or 
terms of Purchase Rights that may be granted under this Plan, without the 
approval of the stockholders of the Corporation.

         10.2 The Administrator may, with the consent of a Participant, make 
such modifications in the terms and conditions of a Subscription Agreement as 
it deems advisable.

         10.3 No amendment, suspension or termination of this Plan shall, 
without the consent of a Participant, alter, terminate, impair or adversely 
affect any right or obligation under any Purchase Right previously granted to 
such Participant under this Plan.

    11.  GENERAL PROVISIONS.

         11.1 APPROVAL OF BOARD OF DIRECTORS AND STOCKHOLDERS. This Plan 
shall not take effect until approved by the Board of Directors. This Plan 
shall be approved by a vote of the stockholders of the Corporation within 
twelve (12) months from the date of approval by the Board of Directors. No 
Purchase Right may be exercisable prior to the time this Plan is approved by 
the stockholders of the Corporation. In the event such stockholder vote is 
not obtained, all Purchase Rights granted hereunder, whether vested or 
unvested, shall be null and void.

         11.2 SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained 
herein, the Corporation shall not be obligated to grant any Purchase Rights 
under this Plan or to sell, issue or effect any transfer of shares of Stock 
unless such grant, sale, issuance or transfer is at such time effectively (i) 
registered or exempt from registration under the Securities Act and (ii) 
qualified or exempt from qualification under the California Corporate 
Securities Law of 1968 and any other applicable state securities laws. As a 
condition to the exercise of any Purchase Right, a Participant shall make 
such representations as may be deemed appropriate by counsel to the 
Corporation for the Corporation to use any available exemption from 
registration under the Securities Act or any applicable state securities law.

         11.3 RESTRICTIVE LEGENDS. The certificates representing the shares 
of Stock issued pursuant to a Purchase Right will bear the following legends 
giving notice of restrictions on transfer of such shares under the Act and 
this Plan, as follows:

              (a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED 
OR TRANSFERRED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES 
ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON AN EXEMPTION AFFORDED 
BY SUCH ACT. NO SALE, TRANSFER, HYPOTHECATION OR ENCUMBRANCE OF THESE SHARES 
SHALL BE MADE, NO ATTEMPTED SALE, TRANSFER, HYPOTHECATION OR ENCUMBRANCE 
SHALL BE VALID AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY 
SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED 
UNDER THE ACT OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF 
COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.

              (b) SALE, TRANSFER, HYPOTHECATION OR ENCUMBRANCE OF THE SHARES 
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF A 
SUBSCRIPTION AGREEMENT DATED _______ AND A STOCK PURCHASE PLAN DATED JANUARY 
11, 2000, AS MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE 
INSPECTED AT THE CORPORATIONS PRINCIPAL OFFICE.


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              (c) Any other legends required by applicable state securities 
laws as determined by the Committee.

         11.4. WITHHOLDING TAXES. Notwithstanding anything else to the 
contrary in this Plan or any Subscription Agreement, the exercise of any 
Purchase Right shall be conditioned upon payment by a Participant in cash or 
other provisions satisfactory to the Administrator, including shares of 
Stock, of all local, state, federal or other withholding taxes applicable, in 
the Administrator's judgement, to the exercise of a Purchase Right or to the 
subsequent disposition of shares acquired upon such exercise (including any 
repurchase of a Purchase Right or shares of Stock).

         11.5. RESERVATION OF SHARES. The Corporation, during the terms of 
this Plan, shall at all times reserve and keep available such number of 
shares of Stock as shall be sufficient to satisfy the requirements of this 
Plan.

         11.6. MANDATORY ARBITRATION. In the event of any dispute between the 
Corporation and a Participant regarding this Plan, the dispute and any issue 
as to the arbittability of such dispute shall be settled to the exclusion of 
a court of law, by arbitration in Santa Clara County, by a panel of three 
arbitrators (each party shall choose one arbitrator and the third shall be 
chosen by the two arbitrators so selected) in accordance with the Commercial 
Arbitration Rules of the American Arbitration Association then in effect. The 
decision of a majority of the arbitrators shall be final and binding upon the 
parties. All costs of the arbitration and the fees of the arbitrators shall 
be allocated between the parties as determined by a majority of the 
arbitrators, it being the intention of the parties that the prevailing party 
in such a proceeding be made whole with respect to its expenses.

         11.7. PARACHUTE PAYMENTS. No outstanding Purchase Right or shares of 
Stock acquired upon the exercise of a Purchase Right granted under this Plan 
shall have any restrictions thereon accelerated or removed to the extent any 
such acceleration or removal would, when added to the present value of other 
payments in the nature of compensation that becomes due and payable to a 
Participant, result in the payment to such Participant of an excess parachute 
payment as determined under Section 280G of the Code. The existence of any 
such excess parachute payment shall be determined in the sole and absolute 
discretion of the Administrator.

         11.8. NOTICES. Any notice to be given under the terms of this Plan 
shall be addressed to the Corporation at its principal office in care of its 
Secretary, and any notice to be given to a Participant shall be addressed to 
such Participant at the address maintained by the Corporation for such 
Participant or at such other address as such Participant may specify in 
writing to the Corporation.

         11.9. INFORMATION. The Corporation shall provide financial 
statements at least annually to all Participants.

         11.10. NO RIGHT TO EMPLOYMENT. Neither the grant nor exercise of a 
Purchase Right nor anything in this Plan or any Subscription Agreement shall 
impose upon the Corporation, or any Parent or Subsidiary, any obligation to 
employ or continue to employ a Participant. The right of the Corporation, or 
any Parent or Subsidiary, to terminate a Participant's employment shall not 
be diminished or affected because a Purchase Right has been granted a 
Participant.

         11.11. NO RIGHTS AS A STOCKHOLDER. A Participant or his or her 
successor shall have no rights as a stockholder of the Corporation with 
respect to any shares of Stock underlying any Purchase Right until the date 
of the issuance to such Participant of a certificate for such shares of 
Stock. No adjustment shall be made for dividends (ordinary or extraordinary, 
whether in cash, securities or other property) or distributions or other 


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rights for which the record date is prior to the date such certificate is 
issued, except as provided in Section 7.

         11.12. APPLICATION OF FUNDS. The proceeds received by the Corporation 
from the sale of shares of Stock pursuant to the exercise of Purchase Rights 
may be used for general corporate purposes.

         11.13. NO OBLIGATION TO EXERCISE PURCHASE RIGHT.  The grant of a 
Purchase Right shall not impose any obligation upon a Participant to exercise 
such Purchase Right.

         11.14. GOVERNING LAW. This plan and any Purchase Rights granted 
hereunder shall be governed by the laws of the State of Delaware and 
applicable federal law.

         11.15. OTHER PROVISIONS. A subscription Agreement may contain such 
other provisions, including, without limitation, provisions regarding the 
timing of purchases, restrictions or conditions upon purchases, repurchase 
rights applicable to shares and restrictions on the transfer of shares, as 
the Administrator shall deem advisable.

      As adopted by the Board of Directors as of January 11, 2000.

                                       TENDEX, INC., a Delaware corporation


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