AGATE TECHNOLOGIES, INC.
A Delaware Corporation

2,000,000 Units consisting of Shares of Common Stock and Warrants

                            PLACEMENT AGENT AGREEMENT



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October 2, 2000

Chicago Investment Group
39 S. La Salle, Suite 909
Chicago, Illinois 60603

Gentlemen:

The undersigned, Agate Technologies, Inc., a Delaware corporation (the
"Company"), hereby confirms its agreement with Chicago Investment Group (the
"Placement Agent") as follows:


SECTION 1.  SUBSCRIPTION FOR UNITS

     The Company is offering for sale an aggregate of 2,000,000 Units of the
Company's securities in a private placement transaction each Unit to be
comprised of one share of common stock, $.001 par value ('Share"), and one
warrant ("Warrant"), exercisable within 6 months of the date of purchase of the
Unit, at an exercise price of $1.00, entitling the holder to one share of common
stock. The Placement Agent, as a licensed broker-dealer capable of participating
in the offering of the Units, is invited to assist the Company in the offer and
sale of the Units by using its best efforts to solicit offers for the purchase
of the Units, and in this regard, the Placement Agent has agreed to act in such
capacity on the terms and conditions set forth in this Placement Agent Agreement
(the "Agreement").

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SECTION 2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     In order to induce the Placement Agent to enter into this Agreement, and to
further the offering of the Units, the company hereby represents and warrants as
follows:

     (a) The Company will file a Form "D" with the Securities and Exchange
Commission, indicating that a private placement has or will take place under the
auspices of Rule 506, to be sold to accredited investors only.

     (b) The Form "D" and all other supporting documents previously filed or
filed after the date hereof with the Commission, to include Forms 10QSB and
10KSB, conform and will conform with all of the requirements of the Securities
Act in all material respects. Neither the offering documents to be utilized for
the private placement, nor the material filed or to be filed with the
Commission, contains nor will contain any untrue statements of material fact nor
are there or will there be any omissions of material facts required to be stated
therein or that are necessary to make the statements therein not misleading,
except that this warranty does not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to the
company by and with respect to the Placement Agent, or any dealer through the
Placement Agent, expressly for use in the offering documents or any amendment or
supplement thereto.

     (c) The Company's Common Stock is trading under an existing CUSIP number.
The materials previously filed or filed after the date hereof with any state do
not and will not contain any untrue statements of material fact nor are there or
will there be any omissions of material facts required to be stated therein or
that are necessary to make the statements therein not misleading except that
this warranty does not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by
and with respect to the Placement Agent, or any dealer thorugh the Placement
Agent, expressly for use in the offering documents or any amendment or
supplement thereto.

     (d) The Company has been legally incorporated and is now and always during
the period of the offering will be, a validly existing

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corporation under the laws of the state of Delaware, lawfully and is qualified
to conduct the business for which it was organized and which it proposes to
conduct. The Company will always during the period of the offering be qualified
to conduct business as a foreign corporation in each jurisdiction where the
nature of its business requires such qualification., except where the failure to
be so qualified will not have a material adverse effect on the Company.

     (e) The outstanding capital stock of the company has been duly and validly
authorized, issued and is fully paid and nonassessable and conforms to all
statements made in the public filings and any private offering materials with
respect thereto. The Shares of common stock, either purchased as part of the
Unit, or received upon exercise of the Warrant, will be duly and validly
authorized and, when issued and delivered against payment as provided in the
Stock Subscription Agreements by and between the Company and each purchaser
thereof, will be validly issued, fully paid and nonassessable. The Shares, and
upon issuance any shares resulting from exercise of the Warrants, will not be
subject to the preemptive rights of any shareholders of the Company.

     (f) The Company has an authorized capitalization of 75,000,000 shares of
Common Stock, $.00001 par value, and 15,000,000 shares of Preferred stocks
$.00001 par value, If all of the Units are sold, the Shares will represent at
least 2,000,000 of the Company's shares of common stock after the offering, and,
upon exercise of all Warrants, an additional 2,000,000 shares of common stock.
The total issued shares resulting from this offering could be up to 4,000,000.
There are no outstanding options, warrants or other rights to purchase
securities of the Company, however characterized, except as described in the
Company's most recent 10-KSB, for the fiscal year ending March 31, 2000, and the
Form 10-QSB, filed August 14, 2000 for the quarterly period ending June 30, 2000
(collectively identified as the "Public Filings"), that certain letter dated
October 2, 2000 addressed to Dieterich & Associates and executed by the Company
and as described in the Stock Subscription Agreement. The Company has not made
any intentional or reckless violations of the antifraud provisions of the
federal securities laws, rules or regulations promulgated thereunder or the
laws, rules or regulations of any jurisdiction wherein such securities
transactions or solicitation occurred.

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     (g) The audited financial statements, together with related schedules and
notes, included in the Form 10-KSB fairly the financial condition of the Company
and are reported upon by independent public accountants according to generally
accepted accounting principles and as required by the rules and regulations of
the Commission.

     (h) Except as disclosed in the Forms 10-KSB and 10-QSB, the Company does
not have any contingent liabilities, obligations, or claims nor has it received
threats of claims or regulatory action. Further, except as disclosed in the
Company's Public Filings, subsequent to the date information is given in the
offering materials, and prior to the close of the offering: (a) there shall not
be any material adverse change in the management or condition, financial or
otherwise, of the Company or in its business taken as a whole; except as
described in the Stock Subscription Agreement (b) there shall not have been any
material transaction entered into by the Company other than transactions in the
ordinary course of business;except as described in the Stock Subscription
Agreement (c) the Company shall not have incurred any material obligations,
contingent or otherwise, which are not disclosed in the Public Filings, either
by Form 8-K or by subsequent quarterly reports, and the offering materials; (d)
there shall not have been nor will there be any change in the capital or long
term debt (except current payments) of the Company; except as described in the
Stock Subscription Agreement and (e) the Company has not and will not have paid
or declared any dividends or other distributions on its common stock.

     (i) The Company will have the legal right and authority to enter into this
Agreement upon its execution, to effect the proposed sale of the Units, and to
effect all other transactions contemplated by this Agreement.

     (j) Except as disclosed in the Public Filings, there is, and prior to the
close of the offering of the Units to the public there will be, no action, suit
or proceeding before any court or governmental agency, authority or body pending
or to the knowledge of the Company threatened which might result in judgments
against the Company not adequately covered by insurance or which collectively
might result in any material adverse change in the condition (financial or
otherwise),

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of the business or the prospects of the Company, or would materially affect the
properties or assets of the Company,

     (k) The Company is eligible to use Form "D" for and Rule 506 for the
offering of the Units.

     (l) The Company and its affiliates are not currently offering any
securities (other than in this offering).

     (m) The Company will not modify the terms of the private placement without
the expressed, written consent, of the Placement Agent.

     (n) The Company possesses adequate certificates or permits issued by the
appropriate federal, state or local regulatory authorities necessary to conduct
its business and to retain possession of its properties. The Company has not
received any notice of any proceeding relating to the revocation or modification
of any of these certificates or permits.

     (o) The Company has filed all tax returns required to be filed and is not
in default in the payment of any taxes which have become due pursuant to any law
or any assessment.

     (p) The company has marketable title to all properties including
intellectual properties described in the Public Filings as owned by it. The
properties are free and clear of all liens, charges, encumbrances or
restrictions, however characterized, except as described in the Public Filings.
All of the contracts or leases, subleases, patents, copyrights, licenses, and
agreements, however characterized, under which the Company holds its properties
as described, in the Public Filings are in full force and effect. The Company is
not in default under any of the material terms or provisions of any contracts,
leases, subleases, patents, copyrights, licenses or agreements under which the
Company holds its properties. There are no known claims against the Company
concerning the Company's rights under the leases, subleases, patents,
copyrights, licenses and agreements and concerning its right to continued
possession of its properties.

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     (q) All original documents and other information relating to the Company's
affairs has and will continue to be made available upon request to the Placement
Agent and to the Placements Agent's counsel at the Placement Agent's office or
at the office of the Placement Agent's counsel and copies of any such documents
will be furnished upon request to the Placement Agent and to the Placement
Agent's counsel.

     (r) The Company uses American Stock Transfer & Trust Company, of New York,
as the Company's transfer agent. The Company will continue to retain a transfer
agent for so long as the Company is subject to the reporting requirements under
Section 12 (g) or section 15 (d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company will make arrangements to have
available at the office of the transfer agent sufficient quantities of the
Company's common stock certificates as may be needed for the quick and efficient
transfer of the Units.

     (s) The Company will use the proceeds from the sale of the Units as set
forth in the offering materials.

     (t) There are no contracts or other documents required to be described in
the Public Filings or to be filed as exhibits to the Public Filings which have
not been described or filed as required.

     (u) The Company is not in material default under any of the contracts,
leases, licenses or agreements to which it is a party. The proposed offering of
the Units, will not cause the Company to become in material default under any of
its contracts, leases, subleases, patents, copyrights licenses or agreements nor
will it create a conflict between the Company and 'any of the contracting
parties to the contracts, leases and other agreements. Further, the Company is
not in material default in the performance of any obligation, agreement or
condition contained in any debenture, note or other evidence of indebtedness or
any indenture or loan agreement of the Company. The execution and delivery of
this Agreement and the consummation of the transactions herein contemplated and
compliance with the terms of this Agreement will not conflict with or result in
a breach of any of the material terms, conditions or provisions of, or
constitute a material default under, the Articles of incorporation or Bylaws of
the

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Company, as amended, or any note, indenture, mortgage, deed of trust, or other
agreement or instrument to which the Company is a party or by which it or any of
its property is bound, or any existing law, order, rule, regulation, writ,
injunction, or decree of any government, governmental instrumentality, agency or
body, arbitration, tribunal or court, domestic or foreign, having jurisdiction
over the Company or its property. The consent, approval, authorization, or order
of any court or governmental instrumentality, agency or body is not required for
the consummation of the transactions herein contemplated except such as may be
required under the Act, under the Blue Sky or securities laws of any state or
jurisdiction, or the rules of the NASD.

     (v) Each contract to which the Company is a party has been duly and validly
executed, is in full force and effect in all material respects in accordance
with its respective terms, and no contracts have been assigned by the Company,
except as disclosed in the Public Filings of the Company. The Company knows of
no present situation, condition or fact which would prevent compliance with the
terms of such contracts. Except for amendments or modifications of contracts in
the ordinary course of business and except as disclosed in the Public Filings,
the Company has no intention of exercising any right which would cancel any of
its obligations under any contract, and has no knowledge that any other party to
any contract, in which the Company has an interest, has any intention not to
render full performance under such contract.


SECTION 3.  REPRESENTATIONS OF PLACEMENT AGENT

     The Placement Agent hereby represent's and warrants to the Company and
agrees as follows:

     (a) This Agreement has been duly and validly authorized, executed and
delivered by the Placement Agent and is a valid, binding and enforceable
agreement of the Placement Agent.

     (b) Neither the execution and delivery of this Agreement, and the
performance and consummation of the transactions contemplated in this Agreement
will result in any breach of any of the

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terms and conditions of, or constitute a default under, the Placement Agent's
Articles of Incorporation or Bylaws, or any indenture agreement, or instrument
by which the Placement Agent is a party or violate any order directed to the
Placement Agent of any court or any federal or state regulatory body or
administrative agency having jurisdiction over the Placement Agent or its
affiliates.

     (c) The Placement Agent is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD") and registered as a
broker-dealer with the Commission, or that it is a foreign broker-dealer not
eligible for membership under Section I of the Bylaws of the NASD who agrees to
make no sales within the United States, its territories or possessions or to
parsons. who are nationals thereof or residents therein. The Placement Agent's
attention is called to the following: (a) Section 2700 of the NASD Conduct
Rules; (b) Section 10(b) of the Exchange Act and Rule 10b-9 of the general rules
and regulations promulgated under the Exchange Act; (c) Section 15 of the
Exchange Act and Rule 15c2-4 of the general rules and regulations promulgated
under the Exchange Act; and (d) Rule 15c2-8 of the general rules and regulations
promulgated under the Exchange Act and Securities Act Release No. 4968 requiring
the distribution of a Preliminary Prospects to all persons reasonably expected
to be purchasers of Units from the Placement Agent at least 48 hours prior to
the time it expects to mail confirmations of purchase. The Placement Agent, if a
member of the NASD, by signing this Agreement, acknowledges that its is familiar
with the cited law, rules and releases and agrees that it will not directly
and/or indirectly violate any provisions of applicable law in connection with
its participation in the distribution of the Units.

     (d) The Placement Agent will not, until advised by the Company in writing
or by wire that the offering of Units has been distributed and closed, bid for
or purchase Units in the open market or otherwise make a market in the Units or
otherwise attempt to induce others to purchase Units in the open market.

     (e) Neither the Placement Agent nor its directors or officers (or any other
person serving in a similar capacity):

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     (1) Has been convicted within ten years prior hereto of any crime or
offense involving the purchase or sale of any conduct or practice in connection
with the purchase or sale of any security; involving the making of a false
statement with the commission; or has been convicted or charged with a crime or
offense arising out of the Placement Agent engaging in the business of an
underwriter, broker, dealer, municipal securities dealer, or investment adviser.

     (2) Is subject to any order, Judgment, or decree of any court of competent
jurisdiction temporarily or permanently enjoining or restraining such person
from engaging in or continuing any security; involving the making of a false
statement with the Commission; or has been convicted or charged with a crime or
offense arising out of such person engaging in the business of an underwriter,
broker, dealer, municipal securities dealer, or investment adviser.

     (3) is subject to an order of the Commission entered pursuant to Section 15
(b), 155 (a) or 15B (c) of the Exchange Act; has been found by the Commission to
be a cause of any such order which is still in effect; or is subject to an order
of the Commission entered pursuant to Section 203(e) or (f) of the Investment
Advisers Act of 1940.

     (4) Has been and is suspended or expelled from membership in a national or
regional securities dealers association or a national securities exchange or a
Canadian securities exchange .for conduct inconsistent with just and equitable
principles of trade.

     (5) Is subject to a United States Postal service fraud order or is subject
to any restraining order or preliminary injunction entered under Section 3007 of
Title 30, United States Code, with respect to any conduct alleged to constitute
postal fraud.

     (6) Has been an underwriter or named as an underwriter of any securities
covered by any Public Filings which is the subject of any proceeding or
examination under Section 8 of the Securities Act, or is the subject of any
refusal order or stop order entered thereunder within five (5) years prior to
the date hereof.

     (f) To the Placement Agent's knowledge no action or proceeding is pending
against it or any of its officers or directors

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concerning its activities as a broker or dealer that would affect the company's
offering of the Units.

     (g) The Placement Agent will offer the Units only in those states and in
the quantities that are identified in the Blue Sky Memorandum from the Company's
counsel to the Placement Agent that the offering of the Units has been qualified
for sale under applicable state statutes and regulations.

     (h) The Placement Agent, in connection with the offer and sale of the
Units, and in the performance of its duties and obligations under this
Agreement, agrees to use its best efforts to comply with all applicable federal
laws, the laws of the states or other jurisdictions in which the Units are
offered and sold, and the Rules and Regulations of the NASD.

     (i) The Placement Agent will not make any offer or sale of Units unless the
offer or sale is made in compliance with the Securities Act, the Conduct Rules
of the NASD, and the applicable securities or Blue Sky laws of jurisdictions in
which offers or sales are made, and the rules and regulations thereunder. The
Placement Agent agrees that it will not offer or sell Units to any subscriber
unless it has reasonable grounds to believe that the investment in Units is
suitable for the subscriber.

     (j) The Placement Agent will, reasonably promptly after the closing of the
offering of the Units, supply the company with all information as the Company
may reasonably request to be supplied to the Securities Commission of such
states in which the Units have been qualified for sale.

All of the above representations and warranties shall survive the performance or
termination of this Agreement.


SECTION 4.  RETENTION OF PLACEMENT AGENT

In reliance upon the representations and warranties set forth herein, and
subject to the terms and conditions of this Agreement:

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     (a) The Placement Agent hereby agrees to solicit, as an independent
contractor and not as the Company's agent, persons who will acquire the Units.
The Placement agent will be promptly advised when the Form "D" has been filed.
The Placement Agent, in selling Units pursuant hereto, agrees that it will
comply with the applicable requirements of the Securities Act and the Exchange
Act and any applicable rules and regulations issued under the Securities Act
and/or the Exchange Act. Neither the Placement Agent nor any other person is or
has been authorized to give any information or to make any representations other
than those contained in the Subscription Agreement in connection with the sale
of the Units, and the Placement Agent hereby agrees not to give any such
information or make any such representations.

     (b) The Company shall have full authority to take such action as it may
deem advisable in respect of all matters pertaining to the offering or arising
thereunder. The Company shall be under no liability to the Placement Agent,
except as may be incurred under the Securities Act and the rules and regulations
thereunder, except for lack of good faith and except for obligations expressly
assumed by the Company in this Agreement, and no obligation on the Company's
part shall be implied or inferred herefrom.

     (c) The Placement Agent will inform the Company as to the states in which
the Placement Agent is authorized to effect sales of the Units and the Company
and Placement Agent shall cause the Units to be qualified for sale or be exempt
under the respective securities or blue sky laws of such sates, but the Company
has not assumed and will not assume any obligation or responsibility as to the
right of the Placement Agent or any other participating broker-dealer to sell
Units in any states.

     (d) An escrow account shall be established for the Company's offering at
MIDCITY NATIONAL BANK, in Chicago (the "Escrow Agent"). The Placement Agent
shall deliver all checks received from purchasers of the Units solicited by it
to the Escrow Agent by twelve o'clock noon of the next business day after the
date of receipt, and all checks should be made payable to "AGATE TECHNOLOGIES
INC ESCROW ACCOUNT".

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     (e) SUBJECT TO THE SALE OF 100,000 OF THE UNITS to be offered by the
Company, the Company agrees to pay a cash commission equal to fifteen (15)
percent of the purchase price of all Units sold by the Placement Agent. In the
event that a sale of a Unit for which the Placement Agent has solicited a
purchaser shall not occur, no payment with respect to such Unit shall be paid to
the Placement Agent. Payment of commissions due the Placement Agent will be made
promptly after the release of the funds which have been deposited in the escrow
account.

     (f) The Placement Agent will not and has not engaged in any general
solicitation or general advertising (including communications published in any
newspaper, magazine, the Internet or other broadcast) in connection with the
offer and sale of the Units.


SECTION 5.   EXPENSES

Subject to the sale of all of the Units offered by the Company, the Company
shall reimburse the Placement Agent only for any expenses pre-agreed in writing
to be reimbursable.


SECTION 6.  PAYMENT OF EXPENSES AND FEES

The Company agrees that it will pay the following fees and expenses:

     (a) All fees and expenses of its legal counsel who will be engaged to
prepare certain information, documents. and papers for filing with the
commission, and with state or local securities authorities;

     (b) All fees and expenses of its accountants incurred in connection with
the offering of the Units and preparation of all documents and filings made as
part of the offering;

     (c)  All costs in issuing and delivering the Units;

     (d) All costs of printing and delivering to the Placement Agent as many
copies of the Public Filings and amendments thereto, offering materials and
offering documents as reasonably requested by the Placement Agent;

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     (e) All of the Company's mailing, telephone, travel, clerical and other
office costs incurred or to be incurred in connection with the offering of the
Units;

     (f) All fees and costs which may be imposed by the various state or local
securities authorities and the NASD for review of the offering of the Units; and

     (g) All other expenses incurred by the Company in performance of its
obligations under this Agreement.



SECTION 7.  COMPANY INDEMNIFICATION

The Company agrees to indemnify, defend and hold the Placement Agent harmless
against any losses, claims, damages or liabilities, joint or several:

     (a) To which the Placement Agent may become subject under applicable law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Public Filings, offering
materials, or any amendment or supplement thereto or in any sales literature, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading unless such misstatement or omission was made
in reliance upon and in conformity with written information furnished to the
Company by the Placement Agent specifically for use in the preparation thereof,
or

     (b) To which the Placement Agent may become subject due to the
misrepresentation by the Company or its agents (other than the Placement Agent
or any other participating broker-dealer) of material facts in connection with
the sale of the Units, unless the misrepresentation of such material facts was
the direct result of misleading information provided to the Company or its
agents by the Placement Agent; or

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     (c) To which the Placement Agent may become subject as a result of any
breach by the Company of the representations and warranties contained in this
Agreement.

     The company will reimburse the Placement Agent for any legal or other
expenses reasonably incurred in connection with investigating or defending any
such loss, claim, damage or liability (or actions in respect thereof); provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Public Filings Prospectus or such amendment or supplement or in any
sales literature, in reliance upon and in conformity with written information
furnished to the Company by the Placement Agent specifically for use in the
preparation thereof. This indemnity agreement shall be in addition to any
liabilities which the Company may otherwise have in connection with this
offering.

The foregoing indemnity agreement shall extend upon the same terms and
conditions to, and shall inure to the benefit of, each person, if any, who
controls the Placement Agent.


SECTION 8.   PLACEMENT AGENT INDEMNIFICATION

     The Placement Agent agrees to indemnify, defend and hold the Company
harmless against any losses, claims, damages or liabilities, joint or several to
which the Company may become subject under applicable law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Public Filings, offering documents, or any
amendment or supplement thereto or in any sales literature, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in the Public Filings, offering documents, or any amendment or supplement
thereto or in any sales literature, in reliance upon and in conformity with
written information furnished to the Company by the

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Placement Agent specifically for use in the preparation thereof; or (ii) any
breach by the Placement Agent of any representation, warranty or agreement of
Placement Agent contained in this Agreement and will reimburse the Company for
any legal or other expenses reasonably incurred in connection with investigating
or defending any such logs, claim, damage or liability (or actions in respect
thereof). This indemnity agreement shall be in addition to any liabilities which
the Company may otherwise have in connection with this offering.

     The foregoing indemnity agreement shall extend upon the same terms and
conditions to, and shall inure to the benefit of, each person, if any, who
controls the Company.


SECTION 9.  INDEMNIFICATION PROCEDURES

     Promptly after receipt by an indemnified party of notice of the
commencement of any Action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under Section 7 or Section
8 of this Agreement, notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such Sections. In case any such action shall be brought
against such indemnified party, and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish, jointly with any other
indemnifying party, similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnifying and indemnified parties. Any
indemnified party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (a) the
employment thereof has been specifically authorized by the indemnifying party in
writing, or (b) the indemnifying party has failed to assume the defense and
employ counsel or (c) the named parties to any such action ( including any
impleaded partes) include both such indemnified party and the indemnifying
party, and such indemnified party shall have been advised by such counsel that
representation of such indemnified party and the indemnifying party by the same
counsel would be "Inappropriate" under applicable standards of

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professional conduct due to actual or potential differing interests between
them, in which case the indemnifying party shall not have the right to assume
the defense of such action on behalf of such indemnified party; provided,
however, that the indemnifying party shall, in connection with any one such
action or separate or substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys at any time for all such indemnified parties, which firm shall be
designated in any settlement of any such action effected without the written
consent of the indemnifying party, but if settled with such written consent, or
if there be a final judgment or decree for the plaintiff in any such action by a
court of competent jurisdiction and the tine to appeal shall have expired or the
last appeal shall have been denied, the indemnifying party agrees to indemnify
and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment.


SECTION 10.   TERMINATION

     This Agreement may be terminated by either party hereunder at any time upon
five days' written notice to the other party. The Placement Agent's
participation in the offer and sale of the Units will be governed by the
conditions herein set forth until this Agreement is terminated. If this
Agreement is not terminated sooner as provided in this Section, then this
Agreement will terminate when the offering is completed.


SECTION 11.   NOTICES

Except as otherwise expressly provided in this Agreement:

(a) Whenever notice is required by the provisions of this Agreement to be given
to the company, such notice shall be in writing addressed to the Company as
follows:

      AGATE TECHNOLOGIES, INC.
      519 Montague Expressway
      Milpitas, California 94538

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(b) Whenever notice is required by the provisions of this Agreement to be given
to the Placement Agent, such notice shall be given in writing addressed to the
Placement Agent as follows:

      CHICAGO INVESTMENT GROUP
      39 S. La Salle, Suite 909
      Chicago, Illinois 60603


SECTION 12.   BINDING EFFECT

      This Agreement shall inure to the benefit it of and be binding upon the
Placement Agent, and the Company and the Company's respective successors.
Nothing expressed in this Agreement is intended to give any person other than
the persons mentioned in the preceding sentence any legal-or equitable right,
remedy or warranties included in this Agreement.


SECTION 13.  MISCELLANEOUS PROVISIONS

      (a) Nothing contained herein shall constitute the relationship between the
Placement Agent and the Company as an association, partnership, unincorporated
business or other separate entity.

      (b) This Agreement shall be construed according to the laws of the State
of California

      (c) The representations and warranties made in this Agreement shall
survive the termination of this Agreement and shall continue in full force and
effect regardless of any investigation made by the party relying upon any such
representation or warranty.

      (d) This Agreement nay be executed, in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

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<PAGE>

Please confirm your agreement to solicit persons to acquire Units on the
foregoing terms and conditions by signing and returning the form enclosed
herewith.

Vary truly yours,

AGATE TECHNOLOGIES, INC.
a Delaware corporation


By: /s/ Shirley Ooi
    -----------------------------
    Shirley Ooi,
    Chief Financial Officer


THE UNDERSIGNED CONFIRMS ITS AGREEMENT TO ACT AS PLACEMENT AGENT AS REFERRED TO
IN THE FOREGOING PLACEMENT AGENT AGREEMENT, SUBJECT TO THE TERMS AND CONDITIONS
OF SUCH AGREEMENT. THE UNDERSIGNED CONFIRMS THAT IT IS A MEMBER IN GOOD STANDING
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AND REGISTERED AS A
BROKER-DEALER UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WITH THE
SECURITIES AND EXCHANGE COMMISSION.

CHICAGO INVESTMENT GROUP


By:  /s/ Richard Lynch
   ------------------------------
     Richard Lynch, President

18