GLOBALSTAKE.COM CORPORATION
                            SERIES A PREFERRED STOCK
                               PURCHASE AGREEMENT


  THIS STOCK PURCHASE AGREEMENT is made as of the 22nd day of November, 1999, by
and among  GlobalStake.com  ,a Delaware  corporation  (the  "Company"),  and the
investors listed on Schedule A hereto, each of which is herein referred to as an
"Investor."

  THE PARTIES HEREBY AGREE AS FOLLOWS:

  1.    Purchase and Sale of Stock.

         1.1      Sale and Issuance of Series A Preferred Stock.

               (a) The Company  shall adopt and file with the Secretary of State
of Delaware on or before the Closing (as defined below) the Restated Certificate
of  Incorporation  in the form  attached  hereto  as  Exhibit  A (the  "Restated
Certificate").

               (b) On or prior to the Closing (as  defined  below),  the Company
shall have authorized (i) the sale and issuance to the Investors of the Series A
Preferred Stock and (ii) the issuance of the shares of Common Stock to be issued
upon conversion of the Series A Preferred Stock (the "Conversion  Shares").  The
Series A  Preferred  Stock and the  Conversion  Shares  shall  have the  rights,
preferences, privileges and restrictions set forth in the Restated Certificate.

               (c) Subject to the terms and conditions of this  Agreement,  each
Investor  agrees,  severally  and not  jointly,  to  purchase  at the Closing or
pursuant  to  Section  1.3 and the  Company  agrees  to sell  and  issue to each
Investor  at the  Closing,  that  number  of shares  of the  Company's  Series A
Preferred Stock set forth opposite such Investor's name on Schedule A hereto for
the purchase price set forth thereon.

         1.2  Closing.  The  purchase  and sale of the Series A Preferred  Stock
shall take place at the offices of  Teknowledge  Corporation,  1810  Embarcadero
Road,  Palo Alto,  CA 94303 at 1:00 P.M., on November 22, 1999, or at such other
time and place as the Company and Investors acquiring in the aggregate more than
half the shares of Series A Preferred  Stock sold pursuant hereto mutually agree
upon  orally  or in  writing  (which  time  and  place  are  designated  as  the
"Closing").  At the  Closing  the  Company  shall  deliver  to each  Investor  a
certificate  representing  the Series A  Preferred  Stock that such  Investor is
purchasing  against  payment  of the  purchase  price  therefor  by check,  wire
transfer, cancellation of indebtedness, or any combination thereof. In the event
that payment by an Investor is made,  in whole or in part,  by  cancellation  of
indebtedness, then such Investor shall surrender to the Company for cancellation
at the Closing any evidence of such  indebtedness or shall execute an instrument
of cancellation in form and substance acceptable to the Company. In addition, at
the Closing the Company shall  deliver to any Investor  choosing to pay any part
of the  purchase  price of the  Series A  Preferred  Stock  by  cancellation  of
indebtedness, a check in the amount of any interest accrued on such indebtedness
through the Closing.

  2.   Representations  and  Warranties  of  the  Company.  The  Company  hereby
represents and warrants to each Investor that, except as set forth on a Schedule
of Exceptions  (the "Schedule of  Exceptions")  furnished  each Investor,  which
exceptions  shall be  deemed to be  representations  and  warranties  as if made
hereunder:

         2.1  Organization,  Good Standing and  Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite  corporate power and authority to
carry on its  business as now  conducted  and as proposed to be  conducted.  The
Company is duly  qualified to transact  business and is in good standing in each
jurisdiction  in which the failure to so qualify  would have a material  adverse
effect on its business or properties.

         2.2  Capitalization and Voting Rights. The authorized capital of the
Company consists, or will consist immediately prior to the Closing, of:

               (a) Preferred  Stock.  10,000,000  shares of Preferred Stock, par
value  $0.01  (the  "Preferred  Stock"),  of which  5,000,000  shares  have been
designated  Series A Preferred Stock (the "Series A Preferred  Stock") and up to
all of which will be sold pursuant to this Agreement. The rights, privileges and
preferences  of the Series A Preferred  Stock will be as stated in the Company's
Restated Certificate.

               (b) Common Stock.  30,000,000  shares of common stock,  par value
$0.01 ("Common Stock"), of which 200,000 shares are issued and outstanding.

               (c) The  outstanding  shares  of  Common  Stock  are owned by the
stockholders and in the numbers specified in Exhibit C hereto.

               (d) The  outstanding  shares  of  Common  Stock  are all duly and
validly authorized and issued, fully paid and nonassessable,  and were issued in
accordance with the registration or  qualification  provisions of the Securities
Act of 1933, as amended (the "Act") and any relevant state  securities  laws, or
pursuant to valid exemptions therefrom.

               (e)  Except  for (A) the  conversion  privileges  of the Series A
Preferred  Stock to be issued under this  Agreement,  (B) the rights provided in
Section of the Investors' Rights Agreement, (C) the conversion privileges of the
Warrant to Purchase  Preferred Stock issued in conjunction  with this Agreement,
and (D) currently outstanding options to purchase 677,000 shares of Common Stock
granted to employees and other service providers  pursuant to the Company's 1999
Stock Option Plan (the "Option  Plan"),  there are not  outstanding any options,
warrants,  rights (including  conversion or preemptive rights) or agreements for
the purchase or acquisition from the Company of any shares of its capital stock.
In  addition  to  the  aforementioned  options,  the  Company  has  reserved  an
additional  2,323,000  shares of its Common Stock for purchase  upon exercise of
options to be granted in the future under the Option Plan.  The Company is not a
party or subject to any  agreement  or  understanding,  and,  to the best of the
Company's knowledge,  there is no agreement or understanding between any persons
and/or  entities,  which  affects  or relates to the voting or giving of written
consents with respect to any security or by a director of the Company.

        2.3  Subsidiaries.  The  Company  does not  presently  own or  control,
directly or indirectly, any interest in any other corporation,  association,  or
other  business  entity.  The Company is not a participant in any joint venture,
partnership, or similar arrangement.

        2.4  Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization,  execution
and delivery of this Agreement, the Investors' Rights Agreement, and the Warrant
to Purchase  Preferred  Stock, the performance of all obligations of the Company
hereunder and thereunder,  and the  authorization,  issuance (or reservation for
issuance),  sale  and  delivery  of the  Series A  Preferred  Stock  being  sold
hereunder  and the  Common  Stock  issuable  upon  conversion  of the  Series  A
Preferred  Stock has been taken or will be taken prior to the Closing,  and this
Agreement  and the  Investors'  Rights  Agreement  constitute  valid and legally
binding  obligations  of the  Company,  enforceable  in  accordance  with  their
respective terms,  except (i) as limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable
remedies,  and (iii) to the extent the indemnification  provisions  contained in
the Investors'  Rights  Agreement may be limited by applicable  federal or state
securities laws.

         2.5  Valid  Issuance  of  Preferred  and  Common  Stock.  The  Series A
Preferred Stock that is being purchased by the Investors hereunder, when issued,
sold and  delivered  in  accordance  with the  terms of this  Agreement  for the
consideration expressed herein, will be duly and validly issued, fully paid, and
nonassessable,  and  will  be  free  of  restrictions  on  transfer  other  than
restrictions  on  transfer  under  this  Agreement  and  the  Investors'  Rights
Agreement and under  applicable  state and federal  securities  laws. The Common
Stock issuable upon  conversion of the Series A Preferred  Stock purchased under
this  Agreement  has been duly and  validly  reserved  for  issuance  and,  upon
issuance in accordance with the terms of the Restated Certificate,  will be duly
and  validly  issued,  fully  paid,  and  nonassessable  and  will  be  free  of
restrictions  on  transfer  other  than  restrictions  on  transfer  under  this
Agreement and the Investors'  Rights  Agreement and under  applicable  state and
federal securities laws.

        2.6  Governmental Consents. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal,  state or local  governmental  authority  on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this  Agreement,  except (i) the  filing of the  Restated  Certificate  with the
Secretary of State of Delaware; and (ii) the filing pursuant to Section 25102(f)
of the California  Corporate  Securities Law of 1968, as amended,  and the rules
thereunder,  which  filing  will be  effected  within 15 days of the sale of the
Series A Preferred Stock hereunder, or such other post-closing filings as may be
required.

         2.7  Offering.  Subject  in  part to the  truth  and  accuracy  of each
Investor's  representations set forth in Section 3 of this Agreement, the offer,
sale and  issuance  of the  Series A  Preferred  Stock as  contemplated  by this
Agreement are exempt from the registration  requirements of any applicable state
and federal  securities  laws, and neither the Company nor any authorized  agent
acting on its behalf will take any action hereafter that would cause the loss of
such exemption.

         2.8  Litigation. There is no action, suit,  proceeding or investigation
pending or, to the Company's knowledge, currently threatened against the Company
that  questions  the  validity  of  this  Agreement  or  the  Investors'  Rights
Agreement,  or the right of the  Company  to enter into such  agreements,  or to
consummate  the  transactions  contemplated  hereby or  thereby,  or that  might
result, either individually or in the aggregate, in any material adverse changes
in the assets,  condition,  affairs or prospects of the Company,  financially or
otherwise,  or any change in the current  equity  ownership of the Company.  The
foregoing  includes,   without  limitation,   actions,  suits,   proceedings  or
investigations  pending or threatened  involving the prior  employment of any of
the Company's employees,  their use in connection with the Company's business of
any  information  or  techniques  allegedly  proprietary  to any of their former
employers,  or their obligations under any agreements with prior employers.  The
Company  is not a  party  or  subject  to the  provisions  of any  order,  writ,
injunction,   judgment  or  decree  of  any  court  or   government   agency  or
instrumentality.  There is no action,  suit,  proceeding or investigation by the
Company currently pending or that the Company intends to initiate.

         2.9  Proprietary  Information  and Employee Stock Purchase  Agreements.
Each employee,  officer and consultant of the Company has executed a Proprietary
Information and Inventions  Agreement and an Employee Stock Purchase  Agreement.
The Company is not aware that any of its employees,  officers or consultants are
in violation  thereof,  and the Company will use its best efforts to prevent any
such violation.

         2.10  Patents and  Trademarks. To the best of its knowledge the Company
has sufficient title and ownership of, or licenses to, all patents,  trademarks,
service marks, trade names, copyrights, trade secrets, information,  proprietary
rights and processes necessary for its business as now conducted and as proposed
to be conducted as described in the Business  Plan without any conflict  with or
infringement  of  the  rights  of  others.  There  are no  outstanding  options,
licenses,  or  agreements  of any kind  relating  to the  foregoing,  nor is the
Company  bound by or a party to any options,  licenses or agreements of any kind
with respect to the patents, trademarks, service marks, trade names, copyrights,
trade secrets,  licenses,  information,  proprietary rights and processes of any
other person or entity. The Company has not received any communications alleging
that the Company has violated or, by conducting its business as proposed,  would
violate any of the patents,  trademarks,  service marks, trade names, copyrights
or trade secrets or other proprietary  rights of any other person or entity. The
Company is not aware that any of its  employees is obligated  under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  subject  to any  judgment,  decree or order of any  court or  administrative
agency,  that would interfere with the use of his or her best efforts to promote
the interests of the Company or that would conflict with the Company's  business
as  proposed  to be  conducted.  Neither  the  execution  nor  delivery  of this
Agreement  or the  Investors'  Rights  Agreement,  nor  the  carrying  on of the
Company's  business  by the  employees  of the  Company,  nor the conduct of the
Company's  business as proposed,  will, to the best of the Company's  knowledge,
conflict with or result in a breach of the terms,  conditions or provisions  of,
or constitute a default under, any contract,  covenant or instrument under which
any of such  employee is now  obligated.  The Company does not believe it is, or
will, be necessary to utilize any  inventions of any of its employees (or people
it  currently  intends  to hire)  made  prior to or  outside  the scope of their
employment by the Company.

         2.11 Compliance With Other Instruments. The Company is not in violation
or default in any material respect of any provision of its Restated  Certificate
or Bylaws, or in any material respect of any instrument,  judgment, order, writ,
decree or  contract  to which it is a party or by which it is bound,  or, to the
best of its knowledge, of any provision of any federal or state statute, rule or
regulation applicable to the Company. The execution, delivery and performance of
this Agreement and the Investors' Rights Agreement,  and the consummation of the
transactions  contemplated  hereby  and  thereby  will  not  result  in any such
violation or be in conflict with or  constitute,  with or without the passage of
time  and  giving  of  notice,  either  a  default  under  any  such  provision,
instrument,  judgment,  order, writ, decree or contract or an event that results
in the  creation  of any lien,  charge  or  encumbrance  upon any  assets of the
Company or the suspension,  revocation, impairment, forfeiture, or nonrenewal of
any material  permit,  license,  authorization,  or approval  applicable  to the
Company, its business or operations or any of its assets or properties.

         2.12  Agreements; Action.

               (a) Except for agreements  explicitly  contemplated hereby and by
the Investors'  Rights  Agreement,  there are no agreements,  understandings  or
proposed  transactions  between the Company and any of its officers,  directors,
affiliates, or any affiliate thereof.

               (b)  There  are  no  agreements,   understandings,   instruments,
contracts,  proposed transactions,  judgments, orders, writs or decrees to which
the Company is a party or by which it is bound that may involve (i)  obligations
(contingent or otherwise) of, or payments to the Company in excess of,  $10,000,
or (ii) the license of any patent, copyright,  trade secret or other proprietary
right to or from the Company  (other than the license of the Company's  software
and  products  in  the  ordinary  course  of  business),   or  (iii)  provisions
restricting or affecting the  development,  manufacture or  distribution  of the
Company's  products or services, or (iv)  indemnification  by the Company  with
respect to infringements of proprietary rights.

               (c) The Company has not (i)  declared  or paid any  dividends  or
authorized or made any distribution  upon or with respect to any class or series
of its capital stock,  (ii) incurred any  indebtedness for money borrowed or any
other  liabilities  individually  in  excess  of  $10,000  or,  in the  case  of
indebtedness  and/or  liabilities  individually less than $10,000,  in excess of
$25,000 in the aggregate,  (iii) made any loans or advances to any person, other
than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise
disposed of any of its assets or rights, other than the sale of its inventory in
the ordinary course of business.

               (d) For the  purposes  of  subsections  (b)  and (c)  above,  all
indebtedness,  liabilities, agreements,  understandings,  instruments, contracts
and proposed transactions involving the same person or entity (including persons
or entities the Company has reason to believe are affiliated therewith) shall be
aggregated for the purpose of meeting the  individual  minimum dollar amounts of
such subsections.

               (e)  The  Company  is not a  party  to and  is not  bound  by any
contract,  agreement  or  instrument,  or subject to any  restriction  under its
Restated  Certificate  or Bylaws  that  adversely  affects  its  business as now
conducted or as proposed to be conducted in the Business Plan, its properties or
its financial condition.

               (f) The  Company  has not engaged in the past three (3) months in
any discussion (i) with any  representative  of any  corporation or corporations
regarding  the  consolidation  or  merger of the  Company  with or into any such
corporation or corporations, (ii) with any corporation, partnership, association
or other  business  entity or any individual  regarding the sale,  conveyance or
disposition  of all or  substantially  all of the  assets  of the  Company  or a
transaction or series of related  transactions  in which more than fifty percent
(50%) of the voting power of the Company is disposed of, or (iii)  regarding any
other  form  of  acquisition,  liquidation,  dissolution  or  winding  up of the
Company.

         2.13  Related-Party  Transactions. No employee, officer, or director of
the Company or member of his or her immediate family is indebted to the Company,
nor is the Company  indebted (or  committed to make loans or extend or guarantee
credit) to any of them.  To the best of the  Company's  knowledge,  none of such
persons has any direct or indirect ownership interest in any firm or corporation
with which the  Company is  affiliated  or with which the Company has a business
relationship,  or any firm or corporation that competes with the Company, except
that  employees,  officers,  or  directors  of the  Company and members of their
immediate  families may own stock in publicly traded  companies that may compete
with the Company.  No member of the immediate  family of any officer or director
of the Company is directly or  indirectly  interested  in any material  contract
with the Company.

         2.14  Permits. The Company has all franchises,  permits,  licenses, and
any similar  authority  necessary  for the conduct of its  business as now being
conducted by it, the lack of which could  materially  and  adversely  affect the
business, properties,  prospects, or financial condition of the Company, and the
Company  believes it can obtain,  without  undue burden or expense,  any similar
authority  for the  conduct of its  business  as planned  to be  conducted.  The
Company is not in default in any material  respect under any of such franchises,
permits, licenses, or other similar authority.

         2.15  Environmental and Safety Laws. To the best of its knowledge,  the
Company  is not  in  violation  of any  applicable  statute,  law or  regulation
relating to the environment or occupational  health and safety,  and to the best
of its knowledge,  no material  expenditures are or will be required in order to
comply with any such existing statute, law or regulation.

         2.16  Manufacturing and Marketing  Rights.  The Company has not granted
rights to manufacture,  produce, assemble, license, market, or sell its products
to any other person and is not bound by any agreement that affects the Company's
exclusive right to develop,  manufacture,  assemble,  distribute, market or sell
its products.

         2.17  Disclosure. The Company has fully provided each Investor with all
the  information  that such  Investor  has  requested  for  deciding  whether to
purchase  the Series A  Preferred  Stock and all  information  that the  Company
believes is reasonably  necessary to enable such Investor to make such decision.
To the best of its knowledge,  neither this  Agreement,  the  Investors'  Rights
Agreement,  nor any  other  statements  or  certificates  made or  delivered  in
connection  herewith or therewith  contains  any untrue  statement of a material
fact or omits to state a material fact necessary to make the  statements  herein
or therein not misleading.

         2.18  Business  Plan.  The  Business  Plan  dated  November  12,  1999,
previously  delivered to each  Investor  has been  prepared in good faith by the
Company and does not contain any untrue statement of a material fact nor does it
omit to state a material fact necessary to make the statements  made therein not
misleading,  except that with respect to  projections  contained in the Business
Plan, the Company  represents only that such  projections  were prepared in good
faith and that the Company  reasonably  believes there is a reasonable basis for
such projections.

         2.19  Registration  Rights. Except as provided in the Investors' Rights
Agreement,  the  Company  has not  granted  or agreed to grant any  registration
rights, including piggyback rights, to any person or entity.

         2.20  Corporate  Documents. Except for amendments  necessary to satisfy
representations and warranties or conditions contained herein (the form of which
amendments has been approved by the  Investors),  the Restated  Certificate  and
Bylaws of the Company are in the form previously provided to the Investors.

         2.21  Title to Property  and Assets. The Company  owns its property and
assets free and clear of all mortgages,  liens,  loans and encumbrances,  except
such encumbrances and liens that arise in the ordinary course of business and do
not materially impair the Company's ownership or use of such property or assets.
With respect to the property and assets it leases,  the Company is in compliance
with such leases.

         2.23  Material  Liabilities.  The Company has no material  liability or
obligation,  absolute or contingent  (individually or in the aggregate),  except
(i) obligations and liabilities  incurred after the date of incorporation in the
ordinary  course  of  business  that are not  material,  individually  or in the
aggregate,  and (ii) obligations  under contracts made in the ordinary course of
business  that would not be required to be  reflected  in  financial  statements
prepared in accordance with generally accepted accounting principles.

        2.24  Employee  Benefit  Plans.  The Company  does not have any Employee
Benefit Plan as defined in the Employee Retirement Income Security Act of 1974.

        2.25  Tax Returns, Payments and Elections. The Company has filed all tax
returns and reports (including  information  returns and reports) as required by
law.  These  returns and  reports,  if any, are true and correct in all material
respects. The Company has paid all taxes and other assessments due, except those
contested by it in good faith that are listed in the Schedule of Exceptions. The
Company  has not elected  pursuant  to the  Internal  Revenue  Code of 1986,  as
amended  (the  "Code"),  to  be  treated  as a  Subchapter  S  corporation  or a
collapsible  corporation  pursuant to Section  1362(a) or Section  341(f) of the
Code,  nor has it made any other  elections  pursuant  to the Code  (other  than
elections  that  relate  solely  to  methods  of  accounting,   depreciation  or
amortization)  that would have a material  effect on the Company,  its financial
condition,  its business as  presently  conducted or proposed to be conducted or
any of its  properties  or  material  assets.  The Company has never had any tax
deficiency  proposed or assessed  against it and has not  executed any waiver of
any  statute  of  limitations  on the  assessment  or  collection  of any tax or
governmental  charge.  None of the Company's federal income tax returns, if any,
and none of its state  income or franchise  tax or sales or use tax returns,  if
any,  has ever been  audited by  governmental  authorities.  The Company has not
incurred  any  taxes,  assessments  or  governmental  charges  other than in the
ordinary course of business and the Company has made adequate  provisions on its
books of account  for all  taxes,  assessments  and  governmental  charges  with
respect to its business,  properties and operations for such period. The Company
has withheld or collected  from each payment made to each of its  employees,  if
any,  the amount of all taxes  (including,  but not limited to,  federal  income
taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act
taxes) required to be withheld or collected therefrom,  and has paid the same to
the proper tax receiving officers or authorized depositories.

         2.26  Minute Books.  The minute  books of the  Company  provided to the
Investors   contain  a  complete  summary  of  all  meetings  of  directors  and
stockholders  since  the time of  incorporation  and  reflect  all  transactions
referred to in such minutes accurately in all material respects.

         2.27  Labor Agreements and Actions; Employee Compensation.  The Company
is not bound by or subject to (and none of its assets or  properties is bound by
or subject to) any written or oral, express or implied, contract,  commitment or
arrangement  with any labor union,  and no labor union has  requested or, to the
best of the Company's  knowledge,  has sought to represent any of the employees,
representatives  or agents  of the  Company.  There is no strike or other  labor
dispute  involving  the  Company  pending,  or to  the  best  of  the  Company's
knowledge,  threatened, that could have a material adverse effect on the assets,
properties,  financial condition,  operating results, or business of the Company
(as such business is presently conducted and as it is proposed to be conducted),
nor is the  Company  aware of any  labor  organization  activity  involving  its
employees.  The Company is not aware that any officer or key  employee,  or that
any group of key  employees,  intends to  terminate  their  employment  with the
Company,  nor does  the  Company  have a  present  intention  to  terminate  the
employment of any of the foregoing.  The employment of each officer and employee
of the  Company is  terminable  at the will of the  Company.  To the best of its
knowledge, the Company has complied in all material respects with all applicable
state and  federal  equal  employment  opportunity  and other  laws  related  to
employment.  The Company is not a party to or bound by any  currently  effective
employment  contract,  deferred  compensation  agreement,  bonus plan, incentive
plan, profit sharing plan, retirement agreement,  or other employee compensation
agreement.

         2.28  Section 83(b) Elections. To the best of the Company's  knowledge,
all individuals who have purchased unvested shares of the Company's Common Stock
have timely filed  elections  under  Section 83(b) of the Code and any analogous
provisions of applicable state tax laws.

         2.29  Real Property Holding Company. The Company is not currently,  and
has not been during the prior five years, a United States real property  holding
corporation  within the  meaning of Section  897 of the Code and the Company has
filed with the Internal Revenue Service all statements,  if any, with its United
States  income tax returns which are required  under  Section  1.897-2(h) of the
Treasury Regulations.

         2.30 Brokers. The Company has no contract, arrangement or understanding
with any  broker,  finder or  similar  agent with  respect  to the  transactions
contemplated by this Agreement.

  3.  Representations  and  Warranties of the  Investors.  Each Investor  hereby
represents and warrants that:

         3.1 Authorization.  Such Investor has full power and authority to enter
into this Agreement and the Investors' Rights Agreement, and each such Agreement
constitutes its valid and legally binding obligation,  enforceable in accordance
with its terms  except  (i) as  limited by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable
remedies,  and (iii) to the extent the indemnification  provisions  contained in
the Investors'  Rights  Agreement may be limited by applicable  federal or state
securities laws.

         3.2 Purchase Entirely for Own Account. This Agreement is made with such
Investor in reliance upon such Investor's  representation to the Company,  which
by such Investor's  execution of this Agreement such Investor  hereby  confirms,
that the Series A Preferred Stock to be received by such Investor and the Common
Stock issuable upon conversion thereof (collectively,  the "Securities") will be
acquired for  investment for such  Investor's  own account,  not as a nominee or
agent,  and not with a view to the resale or  distribution  of any part thereof,
and that such  Investor  has no  present  intention  of  selling,  granting  any
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement, such Investor further represents that such Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer or grant  participations  to such person or to any third  person,  with
respect to any of the Securities.

         3.3 Disclosure of Information.  Such Investor  believes it has received
all the information it considers  necessary or appropriate for deciding  whether
to purchase the Series A Preferred Stock. Such Investor further  represents that
it has had an opportunity to ask questions and receive  answers from the Company
regarding  the terms and  conditions  of the  offering of the Series A Preferred
Stock and the business,  properties,  prospects  and financial  condition of the
Company.  The foregoing,  however,  does not limit or modify the representations
and warranties of the Company in Section 2 of this Agreement or the right of the
Investors to rely thereon.

         3.4 Investment  Experience.  Such Investor is an investor in securities
of companies in the development  stage and acknowledges  that it is able to fend
for itself, can bear the economic risk of its investment, and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Series A Preferred Stock. If other
than an individual,  Investor also  represents it has not been organized for the
purpose of acquiring the Series A Preferred Stock.

         3.5  Accredited  Investor.  Such Investor is an  "accredited  investor"
within the meaning of  Securities  and Exchange  Commission  ("SEC") Rule 501 of
Regulation D, as presently in effect.

         3.6  Restricted   Securities.   Such  Investor   understands  that  the
Securities it is purchasing are  characterized as "restricted  securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such securities may be resold without registration under
the  Act,  only in  certain  limited  circumstances.  In this  connection,  such
Investor  represents  that it is  familiar  with SEC Rule 144, as  presently  in
effect, and understands the resale limitations imposed thereby and by the Act.

         3.7 Further Limitations on Disposition. Without in any way limiting the
representations  set forth above,  such Investor  further agrees not to make any
disposition  of all or any  portion  of the  Securities  unless  and  until  the
transferee  has agreed in writing  for the benefit of the Company to be bound by
this Section 3 and the Investors'  Rights  Agreement  provided and to the extent
this Section and such agreement are then applicable, and:

               (a) There is then in effect a  Registration  Statement  under the
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such Registration Statement; or

               (b) (i) Such  Investor  shall have  notified  the  Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably  requested by the Company,  such  Investor  shall have  furnished the
Company with an opinion of counsel,  reasonably satisfactory to the Company that
such disposition will not require  registration of such shares under the Act. It
is agreed that the Company will not require opinions of counsel for transactions
made pursuant to Rule 144 except in unusual circumstances.

               (c)  Notwithstanding  the  provisions of  Paragraphs  (a) and (b)
above, no such  registration  statement or opinion of counsel shall be necessary
for a  transfer  by an  Investor  that is a  partnership  to a  partner  of such
partnership or a retired partner of such  partnership who retires after the date
hereof,  or to the estate of any such partner or retired partner or the transfer
by gift, will or intestate  succession of any partner to his or her spouse or to
the  siblings,  lineal  descendants  or  ancestors of such partner or his or her
spouse, if the transferee agrees in writing to be subject to the terms hereof to
the same extent as if he or she were an original Investor hereunder.

         3.8 Legends.  It is understood  that the  certificates  evidencing  the
Securities may bear the following legend:

               "These  securities have not been registered  under the Securities
Act of 1933,  as amended.  They may not be sold,  offered  for sale,  pledged or
hypothecated  in the absence of a registration  statement in effect with respect
to the securities  under such Act or an opinion of counsel  satisfactory  to the
Company that such  registration  is not required or unless sold pursuant to Rule
144 of such Act."

  4.  Conditions of Investors'  Obligations at Closing.  The obligations of each
Investor  under  subsection   1.1(b)  of  this  Agreement  are  subject  to  the
fulfillment  on or before the Closing of each of the following  conditions,  the
waiver of which shall not be effective against any Investor who does not consent
thereto:

         4.1 Representations and Warranties.  The representations and warranties
of the  Company  contained  in Section 2 shall be true on and as of the  Closing
with the same effect as though such representations and warranties had been made
on and as of the date of such Closing.

         4.2 Performance. The Company shall have performed and complied with all
agreements,  obligations  and  conditions  contained in this  Agreement that are
required to be performed or complied with by it on or before the Closing.

         4.3 Compliance Certificate.  The President of the Company shall deliver
to each  Investor  at the  Closing a  certificate  stating  that the  conditions
specified  in Sections  4.1 and 4.2 have been  fulfilled  and stating that there
shall  have  been  no  adverse  change  in the  business,  affairs,  operations,
properties,  assets or condition  of the Company  since the date of the Business
Plan.

         4.4 Qualifications. All authorizations,  approvals, or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Securities pursuant to this Agreement shall be duly obtained and effective as of
the Closing.

         4.5 Proceedings and Documents.  All corporate and other  proceedings in
connection with the  transactions  contemplated at the Closing and all documents
incident  thereto  shall be  reasonably  satisfactory  in form and  substance to
Investors'  special  counsel,  and they shall have received all such counterpart
original and certified or other copies of such  documents as they may reasonably
request.

         4.6 Proprietary  Information  and Employee Stock Purchase  Agreements.
Each  employee  of and  consultant  to the  Company  shall have  entered  into a
Proprietary Information and Inventions Agreement. Each holder of Common Stock of
the Company shall have entered into an Employee Stock Purchase Agreement

         4.7 Bylaws.  The Bylaws of the Company  shall provide that the Board of
Directors of the Company shall consist of a maximum of nine (9) persons.

         4.8 Board of  Directors.  The directors of the Company shall be Messrs.
Hayes-Roth,  Jacobstein,  Roth,  Robinson and Tuccillo,  and there shall be five
vacancies on the Board of Directors.

         4.9 Investors'  Rights  Agreement.  The Company and each Investor shall
have  entered  into the  Investors'  Rights  Agreement  in the form  attached as
Exhibit B.

  5. Conditions of the Company's  Obligations at Closing. The obligations of the
Company to each Investor under this Agreement are subject to the  fulfillment on
or before the Closing of each of the following conditions by that Investor:

         5.1 Representations and Warranties.  The representations and warranties
of the  Investors  contained in Section 3 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made
on and as of the Closing.

         5.2 Payment of Purchase Price. The Investor shall have delivered the
purchase price specified in Section 1.2.

         5.3 Qualifications. All authorizations,  approvals, or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Securities pursuant to this Agreement shall be duly obtained and effective as of
the Closing.

  6.    Miscellaneous.

         6.1  Survival  of  Warranties.  The  warranties,   representations  and
covenants of the Company and  Investors  contained  in or made  pursuant to this
Agreement  shall survive the  execution  and delivery of this  Agreement and the
Closing  and shall in no way be  affected  by any  investigation  of the subject
matter thereof made by or on behalf of the Investors or the Company.

         6.2 Successors and Assigns.  Except as otherwise  provided herein,  the
terms and  conditions  of this  Agreement  shall  inure to the benefit of and be
binding upon the  respective  successors  and assigns of the parties  (including
transferees of any Securities).  Nothing in this Agreement,  express or implied,
is intended  to confer  upon any party  other than the  parties  hereto or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

         6.3 Governing  Law. This  Agreement  shall be governed by and construed
under  the laws of the  State of  California  as  applied  to  agreements  among
California   residents  entered  into  and  to  be  performed   entirely  within
California.

         6.4 Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         6.5 Titles  and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

         6.6 Notices.   Unless  otherwise  provided,  any  notice  required  or
permitted  under this  Agreement  shall be given in writing  and shall be deemed
effectively  given upon  personal  delivery  to the party to be notified or upon
deposit with the United States Post Office,  by  registered  or certified  mail,
postage  prepaid  and  addressed  to the  party to be  notified  at the  address
indicated for such party on the signature page hereof,  or at such other address
as such party may  designate  by ten (10) days'  advance  written  notice to the
other parties.

         6.7 Finder's Fee. Each party  represents that it neither is nor will be
obligated  for  any  finders'  fee  or   commission  in  connection   with  this
transaction.  Each Investor agrees to indemnify and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finders' fee (and the costs and expenses of defending  against such liability or
asserted  liability)  for which such Investor or any of its officers,  partners,
employees, or representatives is responsible.

  The Company  agrees to indemnify  and hold  harmless  each  Investor  from any
liability  for any  commission or  compensation  in the nature of a finders' fee
(and the costs and  expenses of  defending  against  such  liability or asserted
liability)  for  which  the  Company  or  any  of  its  officers,  employees  or
representatives is responsible.

         6.8 Expenses.  Irrespective  of whether the Closing is  effected,  the
Company  shall pay all costs and  expenses  that it incurs  with  respect to the
negotiation,  execution,  delivery and  performance  of this  Agreement.  If any
action at law or in equity is  necessary  to enforce or  interpret  the terms of
this Agreement, the Investors' Rights Agreement or the Restated Certificate, the
prevailing  party shall be entitled to  reasonable  attorney's  fees,  costs and
necessary  disbursements in addition to any other relief to which such party may
be entitled.

         6.9 Amendments  and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  only
with the  written  consent of the  Company  and the holders of a majority of the
Common Stock issuable or issued upon conversion of the Series A Preferred Stock.
Any amendment or waiver  effected in  accordance  with this  paragraph  shall be
binding upon each holder of any securities purchased under this Agreement at the
time   outstanding   (including   securities  into  which  such  securities  are
convertible), each future holder of all such securities, and the Company.

         6.10 Severability. If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

         6.11 Corporate  Securities Law. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT  OF THIS  AGREEMENT  HAS NOT BEEN  QUALIFIED  WITH THE  COMMISSIONER  OF
CORPORATIONS  OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH  SECURITIES OR
THE  PAYMENT  OR RECEIPT OF ANY PART OF THE  CONSIDERATION  FOR SUCH  SECURITIES
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED  UPON  SUCH  QUALIFICATION  BEING  OBTAINED,  UNLESS  THE SALE IS SO
EXEMPT.

         6.12  Aggregation of Stock.  All shares of the Preferred  Stock held or
acquired by affiliated  entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.

         6.13 Entire  Agreement.  This  Agreement and the documents  referred to
herein  constitute the entire  agreement among the parties and no party shall be
liable  or  bound  to  any  other  party  in  any  manner  by  any   warranties,
representations,  or  covenants  except  as  specifically  set  forth  herein or
therein.

  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

INVESTOR;                            COMPANY;
Teknowledge Corporation              GlobalStake.com

By: /s/ Neil Jacobstein              By: /s/ Frederick Hayes-Roth
    -------------------                  ------------------------
    Neil Jacobstein, President           Frederick Hayes-Roth, Chairman and CEO
    1810 Embarcadero Road                1810 Embarcadero Road
    Palo Alto, CA 94303                  Palo Alto, CA  94303



<PAGE>


                                   Schedule A

                              Schedule of Investors

                          Number of
                          Shares      Initial Price  Ownership   Total Purchase
Name and Address          Purchased   per Share      Purchased   Price of Shares
----------------          ---------   ---------      ---------   ---------------

Teknowledge Corporation
1810 Embarcadero Road       199,900       $6.00          19.9%        $1,200,000
Palo Alto, CA  94303