STOCK SUBSCRIPTION AGREEMENT

         THIS STOCK SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered
into on this _______ day of ______________, 2000, by and between Agate
Technologies, Inc., a Delaware corporation ("AGATE" or the "Company") and
________________________, a resident of the State of ________________ (the
"Purchaser").

                                    RECITALS

A.       AGATE is in the process of selling approximately 2,000,000 units (the
         "Units").

B.       Having had an opportunity to discuss the Company's business and
         prospects with the principals, officers, and/or representatives of
         AGATE, the Purchaser has expressed an interest in purchasing the Units
         of AGATE and AGATE has expressed an interest in selling such Units, on
         the terms and conditions set forth in this Agreement.

C.       If and when accepted by AGATE, this Agreement shall constitute a
         subscription for Units in the amount set forth herein. Each part of
         this Agreement must be completed by the Purchaser and, by his or her
         execution below, he or she acknowledges and understands that the
         Company is relying upon the accuracy and completeness of this document
         in complying with its obligations under applicable securities laws.

                                    AGREEMENT

         NOW, THEREFORE, in exchange for the consideration and mutual covenants
and agreements set forth in this Agreement, the parties hereto hereby represent,
warrant and agree as follows:

1.       PURCHASE OF UNITS. Purchaser agrees to purchase, and AGATE agrees to
         sell, units of AGATE, each unit to contain one share of Common Stock
         ("Share") and one warrant ("Warrant") to acquire an additional share of
         common stock, at an exercise price of $1.00, payable within six months
         of the date of purchase of the unit (the Warrant and Share together
         comprising the "Unit"). The price, per Unit, is $1.00. The minimum
         purchase required by an individual investor is 5,000 Units ($5,000).
         However, the Company reserves the right, at its sole discretion, to
         waive such minimum investment requirement, and further reserves the
         right to reject any subscription for any reason.

2.       METHOD OF SUBSCRIPTION. The Purchaser understands that before his or
         her subscription for the Units will be accepted, he or she must have
         completed, executed, acknowledged, sworn to (where required) and
         delivered to the Company, the following:

         a.       This Subscription Agreement; and

                                       1

         b.       Cash, check, wire transfer or other form of certified funds
                  payable to the order of "Agate Technologies, Inc." in the
                  amount of $1.00 for each Unit subscribed.

         The Purchaser further agrees that this subscription is and shall be
         irrevocable, but the obligations hereunder will terminate if this
         subscription is not accepted by the Company in whole or in part, by the
         Closing Date, October 31, 2000 (unless extended by the Company). The
         Purchaser understands that the Company will notify him or her whether
         this subscription has been accepted or rejected, in whole or in part,
         within ten (10) days after delivery to the Company or the Closing Date,
         whichever is first. If this subscription is rejected by the Company,
         all funds and documents tendered by the Purchaser shall be returned
         promptly, without interest or deduction. It is understood that the
         Company shall have the sole discretion of determining which of the
         subscriptions should be rejected.

3.       THE UNITS. Each Unit consists of one common share, $0.0001 par value,
         and one Warrant to acquire a common share at a purchase price of $1.00.
         Any shares will have voting rights equal to all other outstanding
         common shares of stock of the Company. The shares of Common Stock
         issuable upon purchase of Units (and/or exercise of Warrants) in this
         Offering, when issued in accordance with the terms of the Offering,
         will be fully paid and non-assessable.

4.       PROCEEDS OF SALE. Purchaser acknowledges and agrees that Purchaser is
         acquiring Units of AGATE, that AGATE is the seller of such Units and
         that the proceeds of the sale are accordingly being paid to AGATE. All
         money paid by Purchaser to acquire AGATE Units shall be deposited into
         the bank accounts of AGATE and shall thereafter be available to AGATE
         to use for the purposes of AGATE.

5.       STOCK RESTRICTIONS. The securities being sold under this Agreement are
         being issued pursuant to private offering exemptions from registration
         under the federal securities laws and qualification under state
         securities laws. Therefore, the securities being issued under this
         Agreement are restricted and not freely tradable and will not be freely
         tradable unless such restrictions lapse and the stock is subsequently
         registered or otherwise becomes transferable in compliance with certain
         securities regulations, such as Rule 144 under the Securities Act of
         1933, as amended (the "Act"), further described at paragraph
         5(a)(viii).

6.       REPRESENTATIONS AND WARRANTIES OF PURCHASER. In agreeing to purchase
         the Units of AGATE as described in this Agreement, the Purchaser hereby
         represents and warrants to AGATE that:

         a.       INVESTMENT REPRESENTATIONS.

                  i.       The Purchaser is experienced in evaluating and
                           investing in highly speculative companies such as
                           AGATE.

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<PAGE>

                  ii.      Prior to entering into this Agreement, the Purchaser
                           had a pre-existing relationship with AGATE, and/or
                           their principals, officers, directors, agents and/or
                           representatives.

                  iii.     The Purchaser has had an opportunity to discuss
                           AGATE's business, management and financial affairs
                           with AGATE's management and has had the opportunity
                           to inspect AGATE's books and records. The Purchaser
                           has made his or her own independent investigation of
                           AGATE and has been furnished with such information
                           relating to AGATE as the Purchaser has requested. The
                           Purchaser hereby represents that the Purchaser has
                           had a reasonable time to review and investigate all
                           matters and information which the Investor believes
                           might be material to his or her investment in AGATE's
                           securities, and that the Purchaser is aware that
                           AGATE is relying on the accuracy of such
                           representations in agreeing to offer the Units to the
                           Purchaser at this time.

                  iv.      In making his or her decision to purchase the Units
                           pursuant to this Agreement, the Purchaser has relied
                           solely upon the information furnished or made
                           available by AGATE described in this Agreement and on
                           the Purchaser's own analysis and due diligence.

                  v.       The Purchaser understands that no federal or state
                           agency has passed upon an investment in the Units or
                           made any finding or determination as to the
                           advisability or fairness of an investment in the
                           Units.

                  vi.      The Purchaser understands that the Purchaser must
                           bear the economic risk of investment in the Units for
                           an indefinite period of time, as the Units have not
                           been registered under the Act and, therefore, cannot
                           be sold unless they are either subsequently
                           registered under the Act or an exemption from such
                           registration is available.

                  vii.     The Purchaser understands that there can be no
                           assurance that AGATE will be able to fulfill its
                           Business Plan or achieve its goals with the proceeds
                           raised under this exempt private offering, that it
                           may be necessary for AGATE to raise additional
                           investment capital or that AGATE will be successful
                           in raising such additional capital should such a need
                           arise. Accordingly, the Purchaser understands that an
                           investment in the Units of AGATE bears a high degree
                           of risk, is speculative and may result in the entire
                           loss of the Purchaser's investment.

                  viii.    The Purchaser understands that he or she may not
                           resell the Units if he or she is deemed to have
                           engaged in a distribution of the Units or otherwise
                           deemed to be an underwriter thereof, unless he or she
                           registers the sale with

                                       3

<PAGE>

                           the Securities and Exchange Commission. Purchaser is
                           further aware of the provisions of Rule 144
                           promulgated under the Act ("Rule 144"), which sets
                           forth the conditions under which a seller of
                           "restricted securities," as that term is defined in
                           the Rule, shall be deemed not to be engaged in a
                           distribution of such securities and therefore not an
                           underwriter thereof. Purchaser understands and
                           acknowledges that the Units are "restricted
                           securities," as defined in Rule 144, and that the
                           sale of the Units by Purchaser may not be made except
                           in compliance with Rule 144. Rule 144 includes, but
                           is not limited to, the following conditions: (1)
                           sales of restricted securities may not be made (a)
                           less than one year after such purchaser has purchased
                           and paid for the security to be sold, subject to
                           volume limitations and other conditions of the Rule,
                           or (b) by non-affiliates, not less than two years
                           after the securities to be sold have been purchased
                           and paid for; (2) sales must be made through a
                           "broker's transaction;" and (3) AGATE must satisfy
                           certain current public information requirements under
                           the Rule. AGATE presently does satisfy the current
                           public information requirements of Rule 144.

                  ix.      The Purchaser is acquiring the Shares for investment
                           for the Purchaser's own account and not with the view
                           to, or for resale in connection with, any
                           distribution thereof. The Purchaser understands that
                           the Units have not been registered under the Act by
                           reason of one or more exemptions from the
                           registration provisions of the Act, which requires,
                           among other things, the bona fide nature of the
                           Purchaser's investment intent as expressed herein.

                  x.       The Purchaser is authorized and otherwise duly
                           qualified to purchase and hold the Shares, and has
                           his or her principal residence or place of business
                           at the address designated by the Purchaser at the end
                           of this Agreement.

                  xi.      The Purchaser represents that the Purchaser is an
                           "Accredited Investor" under the Act by virtue of
                           having (PLEASE INITIAL WHERE APPLICABLE):

                  __________        An individual net worth, or joint net worth
                                    with the Purchaser's spouse, in excess of $
                                    1,000,000; or

                  __________        An individual net income in excess of
                                    $200,000 in each of the two most recent
                                    years, or joint net income with the
                                    Purchaser's spouse in excess of $300,000 in
                                    each of those years, and a reasonable
                                    expectation of reaching the same income
                                    level in the current year; or

                                       4

<PAGE>

                  __________        A bank or savings and loan association
                                    acting in either its individual or a
                                    fiduciary capacity; any broker/dealer
                                    registered pursuant to Section 15 of the
                                    Securities Exchange Act of 1934, as amended;
                                    an insurance company; an investment company
                                    registered under the Investment Company Act
                                    of 1940 or a business development company as
                                    defined in that Act; a Small Business
                                    Investment Partnership licensed by the U.S.
                                    Small Business Administration; an employee
                                    benefit plan within the meaning of the
                                    Employee Retirement Income Security Act of
                                    1974, so long as the decision to invest in
                                    the Partnership is being made by a fiduciary
                                    which is either a bank, savings and loan
                                    association, insurance company or registered
                                    investment advisor, or if the employee
                                    benefit plan has total assets in excess of
                                    $5,000,000 at the date hereof, or is a
                                    self-directed plan, with investment
                                    decisions made solely by persons that are
                                    accredited investors; or a private business
                                    development company as defined in Section
                                    202(a)(22) of the Investment Advisors Act of
                                    1940; or a corporation, partnership or other
                                    entity in which all of the equity owners
                                    qualify as accredited investors under any
                                    one or more of the previous categories.

                  xii.     The Purchaser hereby indemnifies and holds harmless
                           AGATE and any of AGATE's officers, employees,
                           shareholders, agents, directors or control persons
                           ("Indemnified Persons") who was or is a party or is
                           threatened to be made a party to any pending or
                           threatened action, suit or proceeding arising from
                           any misrepresentation or omission of material facts
                           by the Purchaser, including without limitation the
                           information in this Agreement, against losses,
                           liabilities or expenses of the Indemnified Persons
                           (including attorneys' fees, judgments, fines and
                           amounts paid in settlement) actually incurred by such
                           person or entity in connection with such action, suit
                           or proceeding.

                  xiii.    If the Purchaser is more than one person, the
                           obligations of the Purchaser shall be joint and
                           several and the representations and warranties herein
                           contained shall be deemed to be made by and be
                           binding upon each such person and his or her heirs,
                           executors, administrators, successors and assigns.

         b.       FURTHER LIMITATIONS ON DISPOSITION. Without in any way
                  limiting the representations set forth above, the Purchaser
                  further agrees not to make any disposition of all or any
                  portion of the Units, including any distribution to any
                  partners of the Purchaser, unless and until 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 Purchaser
                  delivers to AGATE an opinion of legal counsel that is
                  acceptable, in the sole discretion of AGATE, that such
                  disposition will not require registration of such Units under
                  the Act.

                                       5

<PAGE>

         c.       LEGENDS. It is understood that the certificate(s) representing
                  the Units may bear one or all of the following restrictive
                  legends:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
                  TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE
                  DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT ACT AND THE RULES
                  AND REGULATIONS PROMULGATED THEREUNDER";

                  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933. 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";

                  "THE Units REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
                  PURSUANT TO THAT CERTAIN STOCK SUBSCRIPTION AGREEMENT DATED
                  _________________ BETWEEN THE COMPANY AND THE ISSUEE WHICH
                  RESTRICTS THE TRANSFERABILITY OF THESE Units";

                  and/or such other legend or legends as AGATE and its counsel
                  deem necessary or appropriate.

         d.       ACKNOWLEDGMENT OF RISK FACTORS. The Purchaser acknowledges
                  that an investment in the Units of AGATE is highly speculative
                  and subject to significant risks. Therefore, the Purchaser
                  represents that he or she has the financial capability of
                  bearing the loss of the Purchaser's entire investment in the
                  Units. In addition to the investment risks discussed in other
                  sections of this Agreement, the Purchaser represents and
                  warrants that he or she acknowledges and understands the
                  following risk factors associated with AGATE and the purchase
                  of its Units.

7.       REPRESENTATIONS AND WARRANTIES OF AGATE. In agreeing to sell the Units
         to the Purchaser, AGATE hereby represents and warrants to the
         Purchaser:

         a.       AUTHORIZATION. All corporate action on the part of AGATE, its
                  officers, directors and shareholders necessary for the
                  authorization, execution and delivery of this Agreement, the
                  performance of all obligations of AGATE hereunder, including
                  the issuance, sale and delivery of the Units, has been taken
                  or will be taken prior to the Closing. Upon execution and
                  delivery, this Agreement will be a valid and binding
                  obligation of AGATE enforceable in accordance with its terms,
                  except as may be limited by applicable bankruptcy, insolvency,
                  reorganization, moratorium or other

                                       6

<PAGE>

                  laws of general application relating to or affecting
                  enforcement of creditors' rights and by general equitable
                  principles.

         b.       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 AGATE is required in
                  connection with the valid execution and delivery of this
                  Agreement, or the offer, sale or issuance of securities of
                  AGATE hereunder, except such as has already been obtained or
                  as is not required to be obtained prior to the Closing.

         c.       COMPLIANCE WITH OTHER INSTRUMENTS. AGATE is not and shall not
                  be in violation or default of any provision of (i) their
                  Articles of Incorporation or Bylaws, as amended and in effect
                  on and as of the date of the Closing, or (ii) any material
                  contract, agreement or instrument to which it is a party or by
                  which it is bound or, to its knowledge, may be bound or (iii)
                  any federal, state or local judgment, writ, decree, order,
                  statute, rule or governmental regulation applicable to AGATE.
                  The execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby will
                  not result in any such violation or contravene or constitute,
                  with or without the passage of time and giving of notice,
                  either a default under any such provision or result in the
                  creation or imposition of any lien, charge or encumbrance upon
                  any assets of AGATE.

         d.       CORPORATE DOCUMENTS. The Articles of Incorporation and Bylaws
                  of AGATE will be provided or made available to the Purchaser,
                  upon request, for review and approval prior to the Closing.

         e.       SECURITIES LAWS. Based in part upon the representations of the
                  Purchaser, the issuance, sale and delivery of the Units
                  pursuant to the terms of this Agreement shall be exempt from
                  the registration requirements of Section 5 of the "Act" by
                  virtue of Sections 3 and 4(2) thereof.

         f.       PERFORMANCE. AGATE shall have materially performed and
                  complied with all material agreements, obligations and
                  conditions contained in this Agreement that are required to be
                  performed or complied with by it on or before each Closing.

         g.       PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings
                  in connection with the transactions contemplated hereby and
                  all documents and instruments incident thereto shall be
                  reasonably satisfactory in form and substance to the
                  Purchaser. The Purchaser shall have received all such
                  counterparts, originals and certified or other copies of such
                  documents as the Purchaser may reasonably request.

         The foregoing representations and warranties of AGATE contained shall
         be true on and as of the date of Closing with the same effect as though
         such representations and warranties had

                                       7

<PAGE>

         been made on and as of the date of such Closing.

8.       MISCELLANEOUS PROVISIONS.

         a.       ENTIRE AGREEMENT. This Agreement embodies the entire agreement
                  and understanding between the parties hereto with respect to
                  the subject matter hereof and supersedes all prior agreements
                  and understandings relating to such subject matter.

         b.       ASSIGNABILITY. This Subscription Agreement is neither
                  transferrable nor assignable by the Purchaser.

         c.       NOTICES. All notices, consents and other communications
                  hereunder shall be in writing and shall be deemed given when
                  delivered personally, by facsimile, with receipt confirmed,
                  provided that an original counterpart is promptly mailed by
                  registered or certified mail, five days after being mailed by
                  registered or certified mail, postage prepaid, or when
                  received by the addressee, if sent by Express Mail, Federal
                  Express, United Parcel Service, DHL or other express delivery
                  or courier service, in each case to the appropriate address or
                  facsimile number of the parties at their respective addresses
                  set forth below, or to such other address or facsimile number
                  for a party as shall be specified by like notice (provided
                  that notices of a change of address or facsimile number shall
                  be effective only upon receipt):

                  i.       If to Agate:

                           Agate Technologies, Inc.
                           519 Montagues Expressway
                           Milpitas, California 95035
                           Facsimile: (408) 956-7956
                           Attn: Shirley Ooi, Chief Financial Officer

                           Or such other address which AGATE may designate as a
                           business address.

                  ii.      If to the Purchaser:

                           ------------------------------

                           ------------------------------

                           ------------------------------

                           ------------------------------

                           Or such other address that the Purchaser may
                           designate as a business address.

                                       8

<PAGE>

         d.       MODIFICATIONS. The provisions of this Agreement may be waived,
                  altered, amended or repealed, in whole or in part, only upon
                  the written consent of all parties to this Agreement.

         e.       GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of
                  California with venue for the resolution of any claims or
                  disputes arising hereunder to be in the Superior Court of the
                  State of California for the County of Los Angeles.

         f.       SUCCESSORS. Anything in this Agreement to the contrary
                  notwithstanding, this Agreement shall be binding upon, and
                  shall inure to the benefit of, the heirs, successors or
                  assigns of AGATE and the Purchaser.

         g.       FURTHER ASSURANCES. Each of the parties hereto agrees that,
                  during the term of this Agreement, such party will take such
                  reasonable actions and shall execute such additional documents
                  and instruments as may be necessary and appropriate to give
                  effect to the purposes and the provisions of this Agreement.

         h.       REMEDIES. The parties hereto shall have all remedies for
                  breach of this Agreement available to them provided by law or
                  equity. Without limiting the generality of the foregoing, the
                  parties agree that, in addition to all other rights and
                  remedies available at law or in equity, the parties shall be
                  entitled to obtain specific performance of the obligations of
                  each party to this Agreement and immediate injunctive relief
                  and that in the event any action or proceeding is brought in
                  equity to enforce the same, no Unitholder will proffer, as a
                  defense, that there is an adequate remedy at law.

         i.       ATTORNEY'S FEES. Should any dispute arise between the parties
                  to this Agreement regarding the rights, remedies or relief
                  afforded by this Agreement, then, in addition to the relief
                  the prevailing party may be awarded by a court or arbitrator,
                  that party shall also be entitled to actual attorneys' fees
                  incurred by him or her.

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

         k.       SUBSEQUENT EVENTS. Subsequent to the date of the Company's
                  latest SEC filing, the Company has completed a private
                  placement of $107,250, in exchange for 214,500 shares (12
                  Sep.); borrowed a total of $327,500 in the form of short term
                  loans from officers for operating capital (25 Sep); and
                  tentatively engaed the services of a new VP for Business
                  Development, Mr. Jim Plant, and Mr. Koh Hee Chang as Chief
                  Technology Officer. Vincent Ooi has resigned in anticipation
                  of Mr. Plant's hiring.

                                       9

<PAGE>

9.       AMOUNT OF SUBSCRIPTION.

         a.       Number of Units of the Company              ________________

         b.       Total Capital Contribution
                  ($5,000 minimum, per Investor)              $  ______________

10.      FORM OF OWNERSHIP FOR UNITS. The undersigned elects to hold title to
         the Units subscribed for herein as follows (check one):

         [ ]  Individual Ownership
                  (one signature required)

         [ ]  Community Property
                  (one signature required if interest held in one name (i.e.,
                  managing spouse), two signatures required if Units held in
                  both names)

         [ ]  Tenants in Common
                  (both parties must sign)

         [ ]  Joint Tenants with Right of Survivorship (both parties must sign)

         [ ]  Trust
                  (include name of trust, name of trustee, date trust was formed
                  and a copy of the Trust Agreement or other authorization)

         [ ]  Partnership
                  (include a copy of the Statement of Partnership or Partnership
                  Agreement authorizing signature)

         [ ]  Corporation
                  (include certified corporate resolution authorizing signature)

         [ ]  Qualified Retirement Plan (or IRA)



--------------------------------------------------------------------------------
(Print the exact name (registration) Subscriber desires on account) // Soc. Sec.
# or Tax I.D. #

SOCIAL SECURITY OR TAXPAYER I.D. NUMBER MUST APPEAR ABOVE OR WITHHOLDING
PROVISIONS WILL BE IMPOSED UPON THE COMPANY.

(If a trust, date trust established and name of trustee:
__________________________________)

                                       10

<PAGE>

(Note: Investors should seek the advice of an attorney in deciding in which of
the above forms to take ownership of the Units. Different forms of ownership can
have varying gift tax, estate tax, income tax and other consequences, depending
on the state of the Purchaser's domicile and his or her particular personal
circumstances.)


         IN WITNESS WHEREOF, subject to acceptance by the Company, the
undersigned has completed and executed this Subscription Agreement as of the day
and year first above written.


PURCHASER #1                                    PURCHASER #2


-----------------------------                   -----------------------------
Signature                                       Signature

-----------------------------                   -----------------------------
Name (Please Print)                             Name (Please Print)

-----------------------------                   -----------------------------
Address                                         Address

-----------------------------                   -----------------------------


-----------------------------                   -----------------------------
E-mail                                          E-mail

-----------------------------                   -----------------------------
Telephone Number                                Telephone Number


A copy of this Subscription Agreement will be returned to you when countersigned
below. The Company has accepted this Subscription this _______ day of
______________, 2000.


                                        AGATE TECHNOLOGIES, INC.


                                        By:____________________________________
                                           Shirley Ooi, Chief Financial Officer

                                       11