THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT.

                               Warrant to Purchase

                                  10,000 SHARES

                            AGATE TECHNOLOGIES, INC.

             (Incorporated under the laws of the State of Delaware)

          WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.00001
                                    PAR VALUE
                    COMMON STOCK OF AGATE TECHNOLOGIES, INC.

                     EXERCISABLE ONLY AFTER DECEMBER 1, 2000
                           AND VOID AFTER MAY 31, 2001

1. Agate Technologies, Inc. (the "Company'), hereby certifies that, for value
received, [BUYER], (referred to herein as the "Holder"), is entitled to
purchase, subject to the terms and conditions hereinafter set forth, at anytime
from and after DECEMBER 1, 2000, and on or before MAY 31, 2001 (the "Warrant
Period"), up to 10,000 shares of the $.00001 par value common stock ("Common
Stock") of the Company. This Warrant may be exercised in whole or in part. Such
exercise shall be accomplished by tender to the Company of the purchase price of
$1.00 per share (the "Warrant Price"'), either in cash or by certified check or
bank cashier's check, payable to the order of the Company, together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A. Fractional
shares of the Company's Common Stock will not be issued upon the exercise of
this Warrant. Upon twenty (20) days' prior written notice to all holders of the
Warrants, the Company shall have the right to reduce the exercise price and/or
extend the term of the Warrants.

2. The Company agrees at all times to reserve and hold available out of the
aggregate of its authorized but unissued Common Stock the number of shares of
its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and non-assessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.

3. This Warrant does not entitle the Holder to any voting rights or other rights
as a shareholder of the Company, nor to any other rights whatsoever except the
rights herein set forth, and no dividend shall be payable or accrue by reason of
this Warrant or the interest represented hereby, or the shares purchasable
hereunder, until or unless, and except to the extent that, this Warrant is
exercised.

<PAGE>

4. The Warrant Price and the number of shares purchasable upon the exercise of
this Warrant are subject to adjustment from time to time upon the occurrence of
any of the events specified in this Section 4.

     (a)    In case the Company shall (i) pay a dividend in shares of Common
            Stock or make a distribution in shares of Common Stock, (ii)
            subdivide its outstanding shares of Common Stock into a greater
            number of shares, (iii) combine its outstanding shares of Common
            Stock into a smaller number of shares of Common Stock, or (iv) issue
            by reclassification of its shares of Common Stock other securities
            of the Company, the number of shares of Common Stock purchasable
            upon exercise of this Warrant immediately prior thereto shall be
            adjusted so that the Holder of this Warrant shall be entitled to
            receive the kind and number of shares of Common Stock or other
            securities of the Company that he would have owned or have been
            entitled to receive after the happening of any of the events
            described above, had such Warrant been exercised immediately prior
            to the happening of such event or any record date with respect
            thereto. An adjustment made pursuant to this paragraph (a) shall
            become effective immediately after the effective date of such event
            retroactive to the record date, if any, for such event.

     (b)    Whenever the number of shares of Common Stock purchasable upon the
            exercise of this Warrant is adjusted, as herein provided, the
            Warrant Price shall be adjusted by multiplying such Warrant Price
            immediately prior to such adjustment by a fraction, of which the
            numerator shall be the number of shares of Common Stock purchasable
            upon the exercise of this Warrant immediately prior to such
            adjustment, and of which the denominator shall be the number of
            shares of Common Stock so purchasable immediately thereafter.

     (c)    For the purpose of this Section 4, the term shares of Common Stock
            shall mean (i) the class of stock designated as the Common Stock of
            the Company at the date of this Warrant, or (ii) any other class of
            stock resulting from successive changes or value to no par value, or
            from no par value to par value.

     (d)    If during the Warrant Period the Company consolidates with or merges
            into another corporation or transfers all or substantially all of
            its assets the Holder shall thereafter be entitled upon exercise
            hereof to purchase, with respect to each share of Common Stock
            purchasable hereunder immediately prior to the date upon which such
            consolidation or merger becomes effective, the securities or
            property to which a holder of shares of Common Stock is entitled
            upon such consolidation or merger, without any change in, or payment
            in addition to the Warrant Price in effect immediately prior to such
            merger or consolidation, and the Company shall take such steps in
            connection with such consolidation or merger as may be necessary to
            ensure that all of the provisions of this Warrant shall thereafter
            be applicable, as nearly as reasonably may be, in relation to any
            securities or property thereafter deliverable upon the exercise of
            this Warrant.

<PAGE>

     (e)    Irrespective of any adjustments pursuant to this Section 4 to the
            Warrant Price or to the number of shares or other securities or
            other property obtainable upon exercise of this Warrant, this
            Warrant may continue to state the Warrant Price and the number of
            shares obtainable upon exercise, as the same price and number of
            shares stated herein.

     (f)    Payment of the Exercise Price may be made by either of the
            following, or a combination thereof, at the election of Holder:

                   cash, bank or cashiers check or wire transfer

5. The Holder hereby agrees that the resale of the shares of Common Stock
issuable upon exercise hereof may be subject to a "lock-up" pursuant to any
restrictions reasonably required by any underwriter, if applicable, and to the
extent the Company undertakes a secondary offering.

6. The Company may cause the following legend or one similar thereto to be set
forth on each certificate representing Warrant Stock or any other security
issued or issuable upon exercise of this Warrant unless counsel for the Company
is of the opinion as to any such certificate that such legend is unnecessary:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS
     THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE
     OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION
     FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
     ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

7. In the event that the Company proposes to file a registration statement under
the Act which relates to a current offering of Securities of the Company (except
in connection with an offering on Form S-8 or S-4 or any other inappropriate
form), such registration statement (and the prospectus included therein) shall
also, at the written request to the Company by the Holder, relate to and meet
the requirements of the Act with respect to any public offering of the Warrant
Stock shares so as to permit the public sale of all or some portion of the
Warrant Stock. The Company shall give written notice to the Holder of its
intention to file a registration statement under the Act relating to a current
offering of securities of the Company not less than fifteen (15) days prior to
the filing of such registration statement. Any written request of the holder to
include the Warrant Stock shares held by the Holder shall be given to the
Company not less than five (5) days prior to the date specified in the notice as
the date on which such registration statement is intended to be filed with the
Securities and Exchange Commission. Neither the delivery of such notice by the
Company nor of such request by the Holder shall obligate the Company to file
such registration statement and notwithstanding the filing of such registration
statement, the Company may, at any time prior to the effective date thereof,
determine to withdraw such registration statement and not offer the securities
intended to be offered by the Company to which the registration statement
relate, without liability to Holder on account thereof.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officers, and the corporate seal hereunto affixed.

DATED:

AGATE TECHNOLOGIES


By:
Shirley Ooi
Chief Financial Officer

ATTEST:

By:

<PAGE>

                                SUBSCRIPTION FORM

(To be Executed by the Registered Holder to Exercise the Rights to Purchase
Common Stock Evidenced by the Within Warrant) I, the undersigned, hereby
irrevocably subscribe for, shares (the "Stock") of the Common Stock of Agate
Technologies, Inc., (the "Company"') pursuant to and in accordance with the
terms and conditions of the attached Warrant and hereby make payment of $
therefor, and request that a certificate for such securities be issued in the
name of the undersigned and be delivered to the undersigned at the address
stated below. If such number of securities is not all of the securities
purchasable pursuant to the attached Warrant, the undersigned requests that a
new Warrant of like tenor far the balance of the remaining securities
purchasable thereunder be delivered to the undersigned at the address stated
below. In connection with the issuance of the securities, I hereby represent to
the Company that I am acquiring the securities for my own account for investment
and not with a view to, or for resale in connection with, a distribution of the
securities within the meaning of the Securities Act of 1933, as amended (the
"Act'). I also understand that the Company has not registered the Stock under
the Act in reliance upon the private offering exemptions contained in Section
4(2) of the Act and that such reliance is based in part upon my representations

Date:

Signed:

Address:

THE SIGNATURE(S) TO THIS SUBSCRIPTION FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IF PRESENTED TO THE COMPANY.