1995 NEXGEN EMPLOYEE STOCK PURCH. PLAN

EXHIBIT 99.1


1995 EMPLOYEE STOCK PURCHASE PLAN OF NEXGEN, INC.
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(as amended and restated effective January 1, 1996)



TABLE OF CONTENTS
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Page

SECTION 1. PURPOSE OF THE PLAN............................................ 1

SECTION 2. ADMINISTRATION OF THE PLAN..................................... 1

SECTION 3. ENROLLMENT AND PARTICIPATION................................... 1

SECTION 4. EMPLOYEE CONTRIBUTIONS......................................... 3

SECTION 5. WITHDRAWAL FROM THE PLAN....................................... 3

SECTION 6. CHANGE IN EMPLOYMENT STATUS.................................... 3

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES........................... 4

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP................................. 5

SECTION 9. RIGHTS NOT TRANSFERABLE........................................ 6

SECTION 10. NO RIGHTS AS AN EMPLOYEE...................................... 6

SECTION 11. NO RIGHTS AS A STOCKHOLDER.................................... 7

SECTION 12. STOCK OFFERED UNDER THE PLAN.................................. 7

SECTION 13. AMENDMENT OR DISCONTINUANCE................................... 7

SECTION 14. DEFINITIONS................................................... 8

SECTION 15. EXECUTION..................................................... 10

1995 EMPLOYEE STOCK PURCHASE PLAN OF NEXGEN, INC.
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SECTION 1. PURPOSE OF THE PLAN.
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The Plan was adopted by the Company's Board of Directors on March 12, 1995,
effective as of the date of the IPO. The Plan was amended and restated by the
Company's Board of Directors on August 28, 1995, effective as of January 1,
1996.

The purpose of the Plan is to provide Eligible Employees with an opportunity
to increase their proprietary interest in the success of the Company by
purchasing Stock from the Company on favorable terms and to pay for such
purchases through payroll deductions. The Plan is intended to qualify under
section 423 of the Internal Revenue Code of 1986, as amended. The Plan is also
intended to comply with Rule 16b-3 (or its successor) under the Exchange Act.

SECTION 2. ADMINISTRATION OF THE PLAN.
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(a) The Committee. The Plan shall be administered by the Committee. The
interpretation and construction by the Committee of any provision of the Plan or
of any right to purchase Stock granted under the Plan shall be conclusive and
binding on all persons.

(b) Rules and Forms. The Committee may adopt such rules and forms under the
Plan as it considers appropriate.

SECTION 3. ENROLLMENT AND PARTICIPATION.
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(a) Offering Periods. While the Plan is in effect, two overlapping Offering
Periods shall commence in each calendar year. The Offering Periods shall consist
of the 24-month periods commencing on each January 1 and July 1, except that the
first Offering Period shall commence on the date of the IPO and end on June 30,
1997.

(b) Accumulation Periods. While the Plan is in effect, two Accumulation
Periods shall commence in each calendar year. The Accumulation Periods shall
consist of the six-month periods commencing on each January 1 and July 1, except
that the first Accumulation Period shall commence on the date of the IPO and end
on December 31, 1995.

(c) Enrollment. Any individual who, on the day preceding the first day of an
Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such Offering Period by executing the enrollment
form prescribed for this purpose by the Committee. The enrollment form shall be
filed with the Company at the prescribed location not later than

one week prior to the last working day prior to the commencement of such
Offering Period.

(d) Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan or reaches the end of the
Accumulation Period in which he or she discontinued employee contributions under
Section 4(d). A Participant who discontinued employee contributions under
Section 4(d) or withdrew from the Plan under Section 5(a) may again become a
Participant, if he or she then is an Eligible Employee, by following the
procedure described in Subsection (c) above. A participant whose employee
contributions were discontinued automatically under Section 8(b) shall
automatically resume participation at the beginning of the next calendar year,
if he or she then is an Eligible Employee.

(e) Applicable Offering Period. For purposes of calculating the Purchase
Price under Section 7(b), the applicable Offering Period shall be determined as
follows:

(i) Once a Participant is enrolled in the Plan for an Offering Period,
such Offering Period shall continue to apply to him or her until the
earliest of (A) the end of such Offering Period, (B) the end of his or her
participation under Subsection (d) above or (C) reenrollment in a
subsequent Offering Period under Paragraph (ii) below.

(ii) In the event that the Fair Market Value of Stock on the last
trading day before the commencement of the Offering Period in which the
Participant is enrolled is higher than on the last trading day before the
commencement of any subsequent Offering Period, the Participant shall
automatically be re-enrolled for such subsequent Offering Period.

(iii) When a Participant reaches the end of an Offering Period but
his or her participation is to continue, then such Participant shall
automatically be re-enrolled for the Offering Period that commences
immediately after the end of the prior Offering Period.

(f) Special Rule for Directors and Officers. Any other provision of the Plan
notwithstanding, an Insider shall not resume employee contributions under the
Plan for a period of at least six months after discontinuing his or her employee
contributions. This Subsection (f) shall be applicable only to extent required
by Rule 16b-3 (or its successor) under the Exchange Act.

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SECTION 4. EMPLOYEE CONTRIBUTIONS.
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(a) Frequency of Payroll Deductions. A Participant may purchase shares of
Stock under the Plan solely by means of payroll deductions. Payroll deductions,
as designated by the Participant pursuant to Subsection (b) below, shall occur
on each payday during participation in the Plan.

(b) Amount of Payroll Deductions. An Eligible Employee shall designate on
the enrollment form the portion of his or her Compensation that he or she elects
to have withheld for the purchase of Stock. Such portion shall be a whole
percentage of the Eligible Employee's Compensation, but not less than 1% nor
more than 12%.

(c) Changing Withholding Rate. If a Participant wishes to change the rate of
payroll withholding, he or she may do so by filing a new enrollment form with
the Company at the prescribed location not later than one week prior to the last
working day prior to the commencement of the Accumulation Period for which such
change is to be effective.

(d) Discontinuing Payroll Deductions. If a Participant wishes to discontinue
employee contributions entirely, he or she may do so by filing a new enrollment
form with the Company at the prescribed location at any time. Payroll
withholding shall cease as soon as reasonably practicable after such form has
been received by the Company. (In addition, employee contributions may be
discontinued automatically pursuant to Section 8(b).)

SECTION 5. WITHDRAWAL FROM THE PLAN.
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(a) Withdrawal. A Participant may elect to withdraw from the Plan by filing
the prescribed form with the Company at the prescribed location at any time
before the last day of an Accumulation Period. As soon as reasonably practicable
thereafter, payroll deductions shall cease and the entire amount credited to the
Participant's Plan Account shall be refunded to him or her in cash, without
interest. No partial withdrawals shall be permitted.

(b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn
from the Plan shall not be a Participant until he or she re-enrolls in the Plan
under Section 3(b).

SECTION 6. CHANGE IN EMPLOYMENT STATUS.
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(a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 5(a). (A transfer from one Participating
Company to

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another shall not be treated as a termination of employment.)

(b) Leave of Absence. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant goes on a military leave, a sick leave
or another bona fide leave of absence, if the leave was approved by the Company
in writing. Employment, however, shall be deemed to terminate 90 days after the
Participant goes on a leave, unless a contract or statute protects his or her
right to return to work. Employment shall be deemed to terminate in any event
when the approved leave ends, unless the Participant immediately returns to
work. The Company shall determine which leaves count for this purpose.

(c) Death. In the event of the Participant's death, the amount credited to
his or her Plan Account shall be paid to a beneficiary designated by him or her
for this purpose on the prescribed form or, if none, to the Participant's
estate. Such form shall be valid only if it was filed with the Company at the
prescribed location before the Participant's death.

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.
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(a) Plan Accounts. The Company shall maintain a Plan Account on its books
in the name of each Participant. Whenever an amount is deducted from the
Participant's Compensation under the Plan, such amount shall be credited to the
Participant's Plan Account. No interest shall be credited to Plan Accounts.

(b) Purchase Price. The Purchase Price for each share of Stock purchased
at the close of an Accumulation Period shall be the lower of:

(i) 85% of the Fair Market Value of such share on the last trading day
in such Accumulation Period; or

(ii) 85% of the Fair Market Value of such share on the last trading day
before the commencement of the applicable Offering Period (as determined
under Section 3(e)) or, in the case of the first Offering Period under the
Plan, 85% of the price at which one share of Stock is offered to the public
in the IPO.

(c) Number of Shares Purchased. As of the last day of each Accumulation
Period, each Participant shall be deemed to have elected to purchase the number
of shares of Stock calculated in accordance with this Subsection (c), unless the
Participant has previously elected to withdraw from the Plan in accordance with
Section 5(a). The amount then in the Participant's Plan Account shall be
divided by the Purchase Price, and the number of shares that results shall be
purchased from the Company with the funds in the Participant's Plan Account.
The foregoing

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notwithstanding, no Participant shall purchase more than a maximum of 5,000
shares of Stock with respect to any Accumulation Period nor shares of Stock in
excess of the amounts set forth in Sections 8 and 12(a). The Committee may
determine with respect to all Participants that any fractional share, as
calculated under this Subsection (c), shall be rounded down to the next lower
whole share.

(d) Available Shares Insufficient. In the event that the aggregate number
of shares that all Participants elect to purchase during an Accumulation Period
exceeds the maximum number of shares remaining available for issuance under
Section 12(a), then the number of shares to which each Participant is entitled
shall be determined by multiplying the number of shares available for issuance
by a fraction, the numerator of which is the number of shares that such
Participant has elected to purchase and the denominator of which is the number
of shares that all Participants have elected to purchase.

(e) Issuance of Stock. Certificates representing the shares of Stock
purchased by a Participant under the Plan shall be issued to him or her as soon
as reasonably practicable after the close of the applicable Accumulation Period,
except that the Committee may determine that such shares shall be held for each
Participant's benefit by a broker designated by the Committee (unless the
Participant has elected that certificates be issued to him or her). Shares may
be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship or
as community property.

(f) Unused Cash Balances. An amount remaining in the Participant's Plan
Account that represents the Purchase Price for any fractional share shall be
carried over in the Participant's Plan Account to the next Accumulation Period.
Any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole shares that could not be purchased by reason of
Subsection (c) above, Section 8 or Section 12(a) shall be refunded to the
Participant in cash, without interest.

(g) Prohibition Against Resale by Insiders. Subsection (e) above
notwithstanding, during a period of three months following the last day of an
Accumulation Period, all shares purchased under the Plan on such day by Insiders
shall be held in escrow by the Company or its designee as agent for the Insiders
(and their spouses) who own such shares and shall not be transferable or
assignable.

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP.
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(a) Five Percent Limit. Any other provision of the Plan

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notwithstanding, no Participant shall be granted a right to purchase Stock under
the Plan if such Participant, immediately after his or her election to purchase
such Stock, would own stock possessing more than 5% of the total combined voting
power or value of all classes of stock of the Company or any parent or
Subsidiary of the Company. For purposes of this Subsection (a), ownership of
stock shall be determined after applying the attribution rules of section 424(d)
of the Internal Revenue Code of 1986, as amended, and each Participant shall be
considered to own any stock that he or she has a right or option to purchase
under this or any other plan.

(b) $25,000 Limit. Any other provision of the Plan notwithstanding, no
Participant shall be granted a right to purchase Stock under the Plan if such
Participant's rights to purchase stock under this and all other employee stock
purchase plans of the Company or any parent or Subsidiary of the Company would
accrue at a rate that exceeds $25,000 of the fair market value of such stock
(determined at the beginning of the applicable Offering Period) for each
calendar year for which such right is outstanding at any time. For purposes of
this Subsection (b), employee stock purchase plans not described in section 423
of the Internal Revenue Code of 1986, as amended, shall be disregarded, and each
Participant shall be considered to have the right to purchase not more than
5,000 shares of Stock under this Plan with respect to each Accumulation Period.
If a Participant is precluded by this Subsection (b) from purchasing additional
Stock under the Plan, then his or her employee contributions shall automatically
be discontinued for the balance of the calendar year and resume at the beginning
of the next calendar year (if he or she then is an Eligible Employee).

SECTION 9. RIGHTS NOT TRANSFERABLE.
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The rights of any Participant under the Plan, or any Participant's interest
in any Stock or moneys to which he or she may be entitled under the Plan, shall
not be transferable by voluntary or involuntary assignment or by operation of
law, or in any other manner other than by beneficiary designation or the laws of
descent and distribution. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than by beneficiary designation or the laws of descent and distribution, then
such act shall be treated as an election by the Participant to withdraw from the
Plan under Section 5(a).

SECTION 10. NO RIGHTS AS AN EMPLOYEE.
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Nothing in the Plan shall be construed to give any person the right to
remain in the employ of a Participating Company. Each Participating Company
reserves the right to terminate the

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employment of any person at any time, with or without cause.

SECTION 11. NO RIGHTS AS A STOCKHOLDER.
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A Participant shall have no rights as a stockholder with respect to any
shares that he or she has purchased, or may have a right to purchase, under the
Plan until the date of issuance of a stock certificate for such shares.

SECTION 12. STOCK OFFERED UNDER THE PLAN.
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(a) Authorized Shares. The aggregate number of shares of Stock available
for purchase under the Plan shall be 500,000, subject to adjustment pursuant to
this Section 12.

(b) Anti-Dilution Adjustments. The aggregate number of shares of Stock
offered under the Plan, the 5,000-share limitation described in Section 7(c) and
the price of shares that any Participant has elected to purchase shall be
adjusted proportionately by the Committee for any increase or decrease in the
number of outstanding shares of Stock resulting from a subdivision or
consolidation of shares, the payment of a stock dividend, any other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company or the distribution of the shares of a Subsidiary to the Company's
stockholders.

(c) Reorganizations. In the event of a dissolution or liquidation of the
Company, or a merger or consolidation to which the Company is a constituent
corporation, the Plan shall terminate unless the plan of merger, consolidation
or reorganization provides otherwise, and all amounts that have been withheld
but not yet applied to purchase Stock hereunder shall be refunded, without
interest. The Plan shall in no event be construed to restrict in any way the
Company's right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization.

SECTION 13. AMENDMENT OR DISCONTINUANCE.
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The Board of Directors shall have the right to amend, suspend or terminate
the Plan at any time and without notice. Except as provided in Section 12, any
increase in the aggregate number of shares of Stock to be issued under the Plan
shall be subject to approval by a vote of the stockholders of the Company. In
addition, any other amendment of the Plan shall be subject to approval by a vote
of the stockholders of the Company to the extent required by an applicable law
or regulation.

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SECTION 14. DEFINITIONS.
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(a) "Accumulation Period" means a six-month period during which
contributions may be made toward the purchase of Stock under the Plan, as
determined pursuant to Section 3(b).

(b) "Board of Directors" means the Board of Directors of the Company, as
constituted from time to time.

(c) "Committee" means a committee of the Board of Directors, consisting of
two or more directors appointed by the Board of Directors.

(d) "Company" means NexGen, Inc., a Delaware corporation.

(e) "Compensation" means the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions and overtime pay, but excluding moving or
relocation allowances, car allowances, imputed income attributable to cars or
life insurance, taxable fringe benefits and similar items, all as determined by
the Committee.

(f) "Eligible Employee" means any employee of a Participating Company whose
customary employment is for more than five months per calendar year and for more
than 20 hours per week. An Insider shall not be considered an Eligible Employee
unless he or she:

(i) Was an employee of a Participating Company on the date of the IPO;
or

(ii) Has been an employee of a Participating Company for not less than
12 consecutive months.

(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(h) "Fair Market Value" means the market price of Stock, determined by the
Committee as follows:

(i) If Stock was traded over-the-counter on the date in question but
was not traded on the Nasdaq Stock Market or the Nasdaq National Market,
then the Fair Market Value shall be equal to the mean between the last
reported representative bid and asked prices quoted for such date by the
principal automated inter-dealer quotation system on which Stock is quoted
or, if the Stock is not quoted on any such system, by the "Pink Sheets"
published by the National Quotation Bureau, Inc.;

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(ii) If Stock was traded over-the-counter on the date in question and
was traded on the Nasdaq Stock Market or the Nasdaq National Market, then
the Fair Market Value shall be equal to the last-transaction price quoted
for such date by the Nasdaq Stock Market or the Nasdaq National Market;

(iii) If the Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; and

(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Western Edition of The Wall Street
Journal or as reported directly to the Company by Nasdaq or a comparable
exchange. Such determination shall be conclusive and binding on all persons.

(i) "Insider" means an employee of a Participating Company who is
considered a director or officer of the Company for purposes of section 16 of
the Exchange Act.

(j) "IPO" means the initial offering of Stock to the public pursuant to a
registration statement filed with the Securities and Exchange Commission on Form
S-1.

(k) "Offering Period" means a 24-month period with respect to which the
right to purchase Stock may be granted under the Plan, as determined pursuant to
Section 3(a).

(l) "Participant" means an Eligible Employee who elects to participate in
the Plan, as provided in Section 3(c).

(m) "Participating Company" means the Company and each present or future
Subsidiary, except Subsidiaries excluded by the Committee.

(n) "Plan" means this 1995 Employee Stock Purchase Plan of NexGen, Inc., as
it may be amended from time to time.

(o) "Plan Account" means the account established for each Participant
pursuant to Section 7(a).

(p) "Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 7(b).

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(q) "Stock" means the Common Stock of the Company.

(r) "Subsidiary" means a corporation, 50% or more of the total combined
voting power of all classes of stock of which is owned by the Company or by
another Subsidiary.

SECTION 15. EXECUTION.
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To record the amendment and restatement of the Plan by the Board of
Directors on August 28, 1995, the Company has caused its authorized officer to
execute the same.


NEXGEN, INC.



By ___________________________

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