ARCA CORP, 8-K, 1999-06-10

ARCA CORP
8-K, 1999-06-10

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 1999

ARCA CORP.
(Exact name of registrant as specified in charter)

New Jersey 333-5278-NY 22-3417547
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)

215 West Main Street
Maple Shade, New Jersey 08052
(Address of principal executive offices)

Registrant's telephone number, including area code (609) 667-0600

ITEM 5. OTHER EVENTS.

ARCA Corp. and its controlling shareholders have entered into an agreement
with Agate Technologies, Inc. and its controlling shareholders with an
anticipated late June closing following ARCA's June 28, 1999, shareholders
meeting. Under the terms of this agreement, shareholders who own
approximately 56% of Agate common stock will exchange their shares in Agate
for 7,867,500 shares of ARCA common stock which gives them an ARCA ownership
interest in excess of 80%. Pursuant to the agreement, ARCA shall also offer
to all other Agate shareholders, both common and preferred, the option to
exchange their Agate shares for substantially equivalent ARCA shares. After
the closing, Agate shareholders will therefore control ARCA which will have
Agate as a majority-owned subsidiary.

ARCA is a financial services holding company. Through its subsidiaries, the
Company is engaged in two lines of business: owning and operating income-
producing real estate, and the originating and servicing of loans to
businesses and consumers, generally secured by real estate or other assets.
ARCA's present two lines of business will be spun out prior to closing to a
newly formed Delaware corporation, which will be owned by the present
shareholders of ARCA and operated by present management.

Agate Technologies Inc. is a California corporation founded in January 1996.
Agate initial focus was to develop, customize, and market hot swap software
to the notebook OEM segment of the PC industry. Agate then applied its hot
swap technology to provide hot swap removable data storage devices bundled
with software for notebook and desktop PCs using today's IDE interface. Hot
swap is the ability to detach one device (such as a hard drive) from a
computer and attach another device without shutting the computer off and
rebooting. Agate goal is to become a market leader in hot swap and hot-swap
based hardware/software solutions emphasizing data mobility and
accessibility. These hot-swap based solutions will embody the Agate
DataReady(tm) concept to allow one-step operation for data availability.

Subsequent to the anticipated late June closing, ARCA plans to reincorporate
in Delaware under the name Agate Technologies, Inc. and to then concentrate
on bringing to market Agate proprietary products. ARCA will be guided by
Francis C.S. Khoo and Shirley Ooi, founders of Agate, who will become ARCA
directors and executive officers.

Certain statements made in this Press Release are "forward looking
statements". Without limiting the generality of the foregoing, such
information can be identified by the use of forward-looking terminology such
as "anticipate", "will", "would", "expect", "intend", "plans to" or
"believes", or other variations thereon, or comparable terminology. Actual
results, performance or developments may differ materially from those
expressed or implied by such forward-looking statements as a result of market
uncertainties or industry factors. Some important factors that may cause
actual results that differ materially from those in any forward-looking
statements may include the availability of future financing when needed,
market acceptance of Agate products and services , competitive pressures, and
the ability to attract and retain key executive sales and management
personnel. ARCA disclaims any obligation or responsibility to update any
such forward-looking statements.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired.

As of the date of filing this Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this item 7(a). The financial statements required by this item 7(a),
shall be filed by amendment to this Form 8-K not later than sixty days after
the date of this initial report on Form 8-K.

(b) Pro Forma Financial Information

As of the date of filing this Report on Form 8-K, Registrant
believes that it is not required to provide the pro forma financial
information required by this item 7(b). In the event that the Company
determines that it is required to provide the financial statements required
by this item 7(b), such financial statements shall be filed by amendment to
this Form 8-K not later than sixty days after the date of this initial report
on Form 8-K.

10.19 Stock Contribution and Stock Issuance Agreement between
ARCA Corp., Agate Technologies, Inc. and Certain of their
Shareholders, and APTA Holdings, Inc., dated June 4, 1999

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

ARCA CORP.

/s/ Harry J. Santoro
DATED: June 8, 1999
By: Harry J. Santoro
President

<PAGE>
EXHIBIT 10.19
STOCK CONTRIBUTION AND STOCK ISSUANCE AGREEMENT BETWEEN
ARCA CORP., AGATE TECHNOLOGIES, INC. AND CERTAIN OF THEIR
SHAREHOLDERS, AND APTA HOLDINGS, INC.

STOCK CONTRIBUTION
AND
STOCK ISSUANCE AGREEMENT
BETWEEN
ARCA CORP.,
AGATE TECHNOLOGIES, INC.,
CERTAIN OF THEIR SHAREHOLDERS,
AND
APTA HOLDINGS, INC.

STOCK CONTRIBUTION AND STOCK ISSUANCE AGREEMENT Introduction
This Stock Contribution and Stock Issuance Agreement (this "Agreement") is
made effective as of the 4th day of June, 1999 (the "Effective Date"), by and
among ARCA CORP., a New Jersey corporation, whose main address is 215 West
Main Street, Maple Shade, New Jersey, 08052 (hereinafter referred to as
"ARCA"); Harry J. Santoro ("Santoro") and Stephen M. Robinson, ("Robinson")
who are ARCA directors and who, combined with Bresner Partners, Ltd.
("Bresner"), own or will own a majority of ARCA's outstanding shares; APTA
HOLDINGS, INC., a Delaware Corporation ("APTA"); AGATE TECHNOLOGIES, INC., a
California corporation, whose main address is 46782 Lakeview Boulevard,
Fremont, California, 94538 (hereinafter referred to as "Agate"); and Francis
C.S. Khoo ("Khoo") and Shirley Ooi ("Ooi") who are Agate directors and who,
combined with Pacific Rim Trading Co. Ltd., a British Virgin Islands
corporation ("Pacific Rim"), own a majority of Agate outstanding voting
stock. For purposes of this Agreement, Santoro and Robinson are referred to
as "ARCA Affiliates" and together with Bresner are referred to as "ARCA
Shareholders" while Khoo and Ooi are referred to as "Agate Affiliates" and
together with Pacific Rim are referred to as "Agate Shareholders".
Background
A. Agate is a privately owned corporation engaged in the business of data
management and storage for personal and laptop computers. Agate wishes to
obtain a public market for its shares. B. ARCA is a holding corporation
whose shares are publicly traded. ARCA has two subsidiaries through which
all
of its business, consisting of owning and managing an apartment complex and
consumer finance is conducted. Agate has indicated that it does not desire to
operate or be associated with ARCA's apartment complex or its finance
business
and has made it a condition of this Agreement that ARCA divest itself of such
businesses. In response, ARCA has formed a new wholly-owned subsidiary
corporation, APTA, to which ARCA will transfer the shares of its subsidiaries
plus the remainder of its assets and all of its liabilities in exchange for
the issuance of 1 million APTA shares. ARCA will then declare a dividend to
its shareholders other than Bresner of its APTA shares in order to leave ARCA
behind with no assets and no liabilities. This dividend is not expected to
result in tax to ARCA as the value of the assets of APTA will not be in
excess
of the tax basis of such assets by more than the tax loss to date of ARCA.
C.
ARCA will have approximately 1.5 million shares outstanding, of which
approximately 1.0 million will be held by the ARCA Shareholders. Agate will
have 9.125 million shares outstanding, of which 7.05 million are voting, of
which 5.125 million will be held by the Agate Shareholders. ARCA has no
other
outstanding equity rights while Agate has outstanding approximately 1.0
million common options. D. ARCA desires to issue and Agate Shareholders
wish
to acquire 1.5 ARCA common shares for every 1.0 Agate common share they hold.
In exchange, the Agate Shareholders will contribute their Agate shares to
ARCA. As a result, in excess of 80% of the ARCA outstanding shares will be
held by the Agate Shareholders and Agate will become a subsidiary of ARCA.
This acquisition and contribution is intended to qualify to be tax free under
the provisions of Section 351 of the Internal Revenue Code of 1986, as
amended
(the "Code").
E. Until June 25, 1999, ARCA will offer all other Agate shareholders the
right to also similarly contribute their Agate shares to ARCA and receive 1.5
ARCA shares for each Agate share contributed at the Closing. If the Agate
shares owned are preferred shares, then the Agate shareholder may elect to
receive 1.5 shares of ARCA common stock or 1 share of ARCA preferred stock
convertible into 1.5 shares of ARCA common stock. ARCA will also offer each
Agate option holder the right to receive an ARCA option covering 1.5 ARCA
shares for each Agate share under option, and with the same aggregate
exercise
price and other terms and conditions as the Agate option.
F. ARCA will be holding a shareholders meeting (the "Meeting") to approve
these stock transactions, ARCA's reincorporation into Delaware, a stock
option
plan, and to re-elect ARCA's directors. Agreement
Based upon the facts and premises contained in the above Background and the
mutual representations, warranties, and promises below, the parties agree as
follows: 1. Sale and Purchase of Stock.
Agate Shareholders hereby severally agree to acquire from ARCA at the Closing
(as defined in Section 5), and ARCA hereby agrees to issue to Agate
Shareholders at the Closing, 7,687,500 ARCA common shares (the "ARCA Shares")
in the aggregate. The number of ARCA Shares to be issued to each Agate
Shareholder is listed below:
Agate Shareholder ARCA Shares
Khoo 525,000
Ooi 412,500
Pacific Rim 6,750,000
TOTAL 7,687,500
2. Contribution.
Agate Shareholders agree to contribute to ARCA at the Closing, all right,
title, and interest of the Agate Shareholders in the number of Agate shares
(the "Agate Shares") listed below:

Agate Shareholder Agate Shares
Khoo 350,000
Ooi 275,000
Pacific Rim 4,500,000
TOTAL 5,125,000

The Agate Shareholders shall not pay any consideration for the ARCA Shares
other than their contribution of the Agate Shares.

3. Offer to Other Agate Shareholders and Option Holders.

Until June 25, 1999, as defined in Section 5 below, ARCA agrees to offer those
Agate shareholders listed on Exhibit A the right to contribute all right,
title, and interest in their Agate shares to ARCA and to receive in exchange a
number of ARCA shares equal 1.5 times the number of Agate shares tendered. If
the Agate shareholders are contributing Agate Series A Preferred shares, then
for each share of Agate Series A Preferred Stock they may elect to receive
either 1.5 shares of ARCA common stock or 1 share of ARCA Series A Preferred
Stock convertible into 1.5 shares of ARCA common stock. In addition, ARCA
agrees to offer to assume under its option plan those Agate options listed on
Exhibit B.

4. Contribution Letter and Option Assumption Agreement.

The Agate Shareholders shall each execute and deliver to ARCA on the
Effective
Date a copy of the Exhibit C Contribution Letter. Each Agate shareholder who
accepts ARCA's Section 3 offer (an "Accepting Agate Shareholder") shall also
execute and deliver to ARCA on or before June 25, 1999, a copy of Exhibit C.
Exhibit C also provides that the Agate Shareholders and Agate Accepting
Shareholders will not be issued, and waive all rights to, shares of APTA which
will be issued to shareholders of record of ARCA as a dividend. Each Agate
option holder who accepts ARCA's Section 3 offer (an "Accepting Agate Option
Holder") shall also execute and deliver to ARCA on or before June 25, 1999, a
copy of Exhibit D. The Exhibit D option assumption agreement shall provide
that the Agate option is assumed by ARCA, with ARCA replacing Agate throughout
the option agreement, and with the only other changed terms being that the
number of ARCA shares subject to the option is 1.5 times the number of Agate
shares which had been subject to such option and their exercise price per
share is two-thirds the prior exercise price per share.

5. Exchange of Shares.

At the Closing, ARCA shall deliver to each of the Agate Shareholders a share
certificate representing the ARCA Shares listed opposite their name in Section
1. At the Closing, ARCA shall also deliver to each Agate Accepting
Shareholder a share certificate representing 1.5 times the number of Agate
shares owned by such Agate Accepting Shareholder, which share certificate
shall be either common or preferred as applicable. At the Closing, each Agate
Shareholder shall deliver to ARCA a copy of Exhibit C duly executed, the Agate
share certificate representing the Agate Shares, and an executed copy of the
Exhibit E, Assignment Separate From Certificate. At the Closing, each
Accepting Agate Shareholder shall make analogous deliveries to ARCA. At the
Closing, each Accepting Agate Option Holder and ARCA shall deliver to one
another an executed counterpart copy of Exhibit D. The Closing shall occur
by exchange of documents by express delivery to be completed on a date
mutually agreed by ARCA and Agate which shall be on or before June 30, 1999,
which date is referred to in this Agreement as the "Closing Date".

6. Representations and Warranties of ARCA.

Except as set forth on the ARCA Schedule of Exceptions comprising Exhibit F,
ARCA represents and warrants to Agate, the Agate Shareholders, the Accepting
Agate Shareholders, and the Accepting Agate Option Holders, as follows as of
the Effective Date:

a. Organization and Qualification. ARCA is a corporation duly organized,
validly existing and in good standing under the laws of the State of New
Jersey, and has the requisite corporate power to carry on its business as it
is now being conducted. ARCA is not qualified as a foreign corporation to
do business in any other state, and the character of its properties owned
or
leased and the nature of its activities makes such qualification unnecessary.

b. Capitalization. The authorized capital stock of ARCA consists of
50,000,000 shares of common stock, par value $.0001 per share, of which
1,000,000 shares are issued and outstanding. Other than under this Agreement,

there are no options, warrants, or other rights, agreements, or commitments
(contingent or otherwise) obligating ARCA to issue shares of its capital
stock except for the duty of ARCA to issue Bresner 500,000 ARCA shares as
soon as practical after the execution and delivery of this Agreement but on or
before June 21, 1999, at the price of $0.50, ARCA has determined $0.50 per
share as the fair market value of its stock based upon past trades. The
$250,000 purchase price shall be deemed paid by Bresner by virtue of finders
services in bringing Agate and ARCA together and ARCA shall issue Bresner a
form 1099. ARCA has adopted the 1999 ARCA Stock Option Plan attached as
Exhibit G, subject to its approval at the Meeting; however, there are no
options granted under such plan. The holders of record of ARCA stock, and
the
beneficial owners to the extent last known by ARCA, are listed on Exhibit
H.

c. Authority Relative to this Agreement. ARCA has the requisite corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of ARCA. The holders of a majority of
the outstanding voting shares have entered into binding agreements and
irrevocable proxies to vote their shares at the Meeting to approve ARCA
executing and delivering this Agreement and consummating the transactions
contemplated by this Agreement. This Agreement constitutes a valid and
binding agreement of ARCA, enforceable against ARCA in accordance with its
terms. Except for the approvals to be obtained at the Meeting, no other
corporate proceedings on the part of ARCA are necessary to authorize this
transaction and the transactions contemplated hereby. ARCA is not subject
to or obligated under any charter, by-law or contract provision or any
license, franchise or permit, or any order or decree, which would be breached
or violated or in respect of which a right of acceleration would be created
by its executing and carrying out this Agreement.

d. Validity of Shares. The issuance and delivery by ARCA of the ARCA shares
and options in connection with this Agreement has been duly and validly
authorized by all necessary corporate actions on the part of ARCA, subject
to approval at the Meeting. The ARCA Shares to be issued to Agate
Shareholders, the ARCA shares to be issued to the Accepting Agate
Shareholders, and the ARCA shares issuable upon exercise of the ARCA options
to be granted to the Accepting Agate Option Holders will, when issued, be
validly issued, fully paid and nonassessable.

e. Financials.
i. ARCA has furnished Agate with a Form 10-KSB for the period ending
December 31, 1998, which has been filed with the Securities and Exchange
Commission, which contains an audited balance sheet, income statement, and
statement of cash flows of ARCA as of December 31, 1998, and with a Form
10-QSB for the period ending March 31, 1999, which contains an unaudited
balance sheet, income statement, and statement of cash flows of ARCA as of
March 31, 1999. The December 31, 1998, and March 31, 1999, financial
statements shall be collectively referred to as the "ARCA Financial
Statements". The ARCA Financial Statements were prepared in conformity with
generally accepted accounting principles applied on a basis consistent during
the period. The ARCA Financial Statements present fairly the financial
position of ARCA. For the purposes of this Agreement, all financial
statements of ARCA shall be deemed to include any notes to such financial
statements.

ii. ARCA has no liabilities or obligations, either accrued, absolute,
contingent, or otherwise, which are material to ARCA and which have
not been:
(1) reflected in the ARCA Financial Statements; or
(2) specifically described in any of the schedules furnished
to AGATE pursuant to this Agreement; or
(3) incurred, consistent with past practices, in or as a
result of the ordinary course of business since March 31, 1999;

provided, however, that at the time of Closing, ARCA will have no assets or
liabilities as provided for in paragraph 12(h) hereunder.
iii. There are no pending or threatened claims (including, without
limitation, product liability claims) against ARCA and there is no
legal basis for any of such claims.

iv. Between March 31, 1999, and the Effective Date, ARCA has not
engaged in any material transaction not in the ordinary course of its
business and there has not been, occurred or arisen:

(1) any material adverse change in the business or financial
condition of ARCA from that reported in the ARCA Financial
Statements; or
(2) any damage or destruction in the nature of a casualty
loss, whether covered by insurance or not, materially and
adversely affecting the properties or business of ARCA; or
(3) any waiver by ARCA of any rights of substantial value

which singly or in the aggregate are material to ARCA; or
(4) any borrowing of money or any commitment to borrow

money by ARCA; or
(5) any other event, condition or state of facts of any

character which materially and adversely affects, or, to the best of the
knowledge of ARCA, threatens to materially and adversely affect,
the business or results of operations or financial condition of ARCA.

f. Lawsuits and Claims. There is no action, at law or in equity,
arbitration, proceeding, claim, governmental proceeding or investigation
pending or, to the best of ARCA's knowledge after reasonable investigation,
threatened against ARCA or against any business or assets of ARCA. ARCA is
not in default with respect to any decree, injunction or other order of any
court or governmental authority.

g. Taxes. ARCA has filed all United States income tax and information
returns and all state and local tax returns (collectively referred to
herein
as "Tax Returns") which are required to be filed and has paid, or made
provision for the payment of, all taxes (including, without limitation, all
federal, state or local income, property, sales, use, excise, franchise,
employment, withholding or similar taxes and all interest, additions and
penalties thereon or with respect thereto ("taxes")), which have or may have
become due pursuant to said returns, pursuant to any assessment received by
ARCA, or otherwise payable pursuant to applicable law.

h. Agreements, Contracts and Commitments.

i. ARCA is not a party to any agreement with any person other than
an ARCA Affiliate and

ii. ARCA has no on-going duties or any agreement of guarantee or

indemnification except to ARCA's Affiliates as provided in the articles of
incorporation and by-laws of ARCA

iii. To the best of the knowledge of ARCA, ARCA has not in any
material respect breached, nor to the best of the knowledge of ARCA is there any
pending or threatened claim or any legal basis for a claim that ARCA has
breached, any of the terms or conditions of
(1) any agreement contract or commitment set forth in any
of the schedules hereto, or
(2) any other agreement, contract or commitment, the
breach or breaches of which singly or in the aggregate could
result in the imposition of damages in an amount material to
ARCA.

i. No Breach of Statute or Contract; Governmental Authorizations.. Except
as otherwise provided for or contemplated in this Agreement, neither the
execution and delivery of this Agreement nor the consummation of the
transactions it contemplates, will breach any statute or regulation of any
governmental authority, domestic or foreign, or will conflict with or result
in a breach of any of the terms, conditions or provisions of any judgment,
order, injunction, decree or ruling of any court or governmental authority,
domestic or foreign, to which ARCA is subject or of any agreement or
instrument to which ARCA is a party or by which it is bound, or constitute a
material default thereunder, or give to others any interest or rights,
including rights of termination or cancellation, in or with respect to any of
the properties, assets, agreements, contracts or business of ARCA. ARCA's
business operations have been conducted in conformity with all applicable
laws and regulations.

j. Broker's Fees. ARCA has no liability or obligation
to pay any fees or commissions to any broker, finder or agent with respect to
the transactions contemplated by this Agreement except for the shares to be
issued to Bresner as described in 5b above.

k. Continuity of Business Enterprise. It is the present intention of ARCA
to continue at least one significant historic business line of Agate, or to
use at least a significant portion of Agate historic business assets in a
business. l. Meeting Notice and Information Statement. The notice of
Meeting and information statement comprising Exhibit I comply with New Jersey
law, ARCA's articles and bylaws, and SEC and NASD rules. Upon their mailing
on the Effective Date, the Meeting will be duly called and noticed and all
actions approved at the Meeting will have been duly and validly approved.

m. Filings with the SEC. ARCA has made all filings with the SEC that it has
been
required to make under the Securities Act and the Securities Exchange Act of
1934 (the "Exchange Act") (collectively, the "Public Reports"). Each of the
Public Reports has complied with the Securities Act and the Exchange Act in
all material respects. None of the Public Reports, as of their respective
dates, contained any untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, false or misleading.
ARCA has delivered to Agate a correct and complete copy of each Public
Report (together with all claims and schedules thereto and as amended to
date).

n. Apartment Building. The apartment building owned by a partnership
involving ARCA's subsidiary is not built on a site on which there is any
hazardous substance stored or any contamination. There has never been any
threatened claim or litigation involving discrimination or unfair housing
practices related to such apartment. o. Consumer Finance Business. ARCA's
consumer financing business recently received its license and has made only
approximately $50,000 of loans to consumers.

l. Representations and Warranties of Agate

Except as shown on the Agate Schedule of Exceptions comprising Exhibit J,
Agate represents and warrants to ARCA as of the Effective Date as follows:

a. Organization and Qualification. Agate is a corporation duly
organized, validly existing and in good standing under the laws of the State
of California, and has the requisite corporate power to carry on its
business as it is now being conducted. Agate is not qualified as a foreign
corporation to do business in any other state, and the character of its
properties owned or leased and the nature of its activities makes such
qualification unnecessary.

b. Capitalization. The authorized capital stock of Agate consists of 20
million shares of common stock, no par value, of which 7,050,000 shares are
issued and outstanding, and 10 million shares of preferred stock, no par
value, of which 2.075 million shares have been designated as Series A
Preferred Stock and are issued outstanding. The holders of record of Agate
shares are listed on Exhibit A. There are no options, warrants, or other
rights, agreements, or commitments (contingent or otherwise) obligating
Agate to issue additional shares of its capital stock except for
approximately 1,000,000 options to purchase common stock held by the persons
listed on Exhibit B.

c. Authority Relative to this Agreement. Agate has the requisite corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of Agate and no other corporate
proceedings on the part of Agate are necessary to authorize this Agreement
and the Agreements contemplated hereby. This Agreement has been duly and
validly executed and delivered by Agate and, assuming this Agreement
constitutes a valid and binding obligation of ARCA, this Agreement
constitutes
a valid and binding agreement of Agate, enforceable against Agate in
accordance with its terms. Agate is not subject to or obligated under any
charter, by-law or contract provision or any license, franchise or permit, or

any order or decree, which would be breached or violated or in respect of
which a right of acceleration would be created by its executing and
carrying
out this Agreement, other than any such breach, violation or right which
will not have a material adverse effect on Agate.

d. Financials.
i. Agate has furnished to ARCA an unaudited balance sheet and income
statement for the twelve-month and three-month periods ending December
31, 1998,and March 31, 1999, respectively. Agate represents that such
financial statements (the "Agate Financial Statements") have been
prepared in conformity with generally accepted accounting principles
applied on a basis consistent during the period. The Agate Financial
Statements present fairly the financial position of Agate at such
date.
Agate Financial Statements, being internally prepared, do not include
any notes. Agate acknowledges that pursuant to item 7(a)(1), (2) and
(4) of Form 8-K, audited financial statements of Agate for at least the last
two fiscal years must be filed no later than sixty (60) days after the
date that the Report on Form 8-K must be filed. Accordingly, Agate
represents and warrants that the financial statements required by Form 8-K

will be available for filing within the time period and in conformity with
the provisions of the Securities Exchange Act of 1934, as amended, and
the Securities Act of 1933, as amended.

ii. Agate has no liabilities or obligations, either accrued,
absolute, contingent, or otherwise, which are material to Agate and
which have not been:
(1) reflected in the Agate Financial Statements; or
(2) specifically described in any of the schedules furnished

to ARCA pursuant to this Agreement; or
(3) incurred, consistent with past practices, in or as a
result of the ordinary course of business since March 31, 1999;

iii. There are no pending or threatened claims (including, without

limitation, product liability claims) against or liabilities or obligations
of Agate and there is no legal basis for any of such claims.

iv. Between March 31, 1999 and the Effective Date, Agate has not

engaged in any material transaction not in the ordinary course of its
business
and, there has not been, occurred or arisen:

(1) any material adverse change in the business or financial

conditions of Agate from that shown on the Agate Financial Statements;
or
(2) any damage or destruction in the nature of a casualty

loss, whether covered by insurance or not, materially and adversely
affecting the properties or business of Agate; or

(3) any waiver by Agate of any rights of substantial value

which singly or in the aggregate are material to Agate; or

(4) any borrowing of money or any commitment to borrow

money by Agate; or
(5) any other event, condition or state of facts of any

character which materially and adversely affects, or, to the best of the
knowledge of Agate, threatens to materially and adversely affect,
the business or results of operations or financial condition of
Agate.

v. Set forth on the Agate Schedule of Exceptions, is the
compensation
payable or to become payable by Agate to officers and directors of
Agate.

e. Lawsuits and Claims. There is no action, at law or in equity,
arbitration, proceeding, claim, governmental proceeding or investigation
pending or, to the best of Agate knowledge after reasonable investigation,
threatened against Agate or against any business or assets of Agate. Agate
is not in default with respect to any decree, injunction or other order of
any court or governmental authority.

f. Taxes. Agate has filed all tax and information returns and all state
and
local tax returns (collectively referred to herein as "Tax Returns") which
are required to be filed and has paid, or made provision for the payment of,
all taxes which have or may have become due pursuant to said returns,
pursuant to any assessment received by Agate, or otherwise payable pursuant
to applicable law.

g. Assets of Agate. As of March 31, 1999, Agate had full right, title and
ownership to the assets set forth on the Agate Financial Statements as of
March 31, 1999, and, to the extent Agate has not disposed of such assets
subsequently in the ordinary course of business, Agate has full right, title
and ownership to such assets on the Effective Date.

h. Agreements, Contracts and Commitments.

i. Agate is not a party to:
(1) any agreement of guarantee or indemnification except

to Agate officers and directors (and except as provided in the articles of
incorporation and by-laws of Agate) other than typical indemnities found in
license and other commercial agreements,
(2) any agreement, contract, or commitment which, to the

best of the knowledge of Agate, might reasonably be expected to have a
potential material adverse impact on the business, financial condition, or
earnings of Agate other than as described in the Financial Statements,
(3) any agreement, contract, or commitment containing any
covenant limiting the freedom of Agate to engage in any line of business in
any area of the world or to compete with any person except exclusive
licenses,
(4) any transaction, understanding, agreement, or contract
with an Agate officer or director, or any affiliate thereof,
(5) any agreement or contract under which Agate has undertaken a
commitment which involves $100,000 or more, or
(6) any other agreement or contract which Agate would be
required
to file with the Securities and Exchange Commission ("SEC") as an exhibit

were Agate to file with the SEC on the date hereof a registration
statement on Form S-1 covering securities to be offered by Agate to the
public.

ii. To the best of the knowledge of Agate, Agate has not in any
material respect breached, nor to the best of the knowledge of Agate
is
there any pending or threatened claim or any legal basis for a claim
that Agate has breached, any of the terms or conditions of
(1) any agreement contract or commitment set forth in any

of the schedules hereto, or
(2) any other agreement, contract or commitment, the

breach or breaches of which singly or in the aggregate could result in the
imposition of damages in an amount material to Agate.

i. No Breach of Statute or Contract; Governmental Authorizations.
i. Except as otherwise provided for or contemplated in this
Agreement, neither the execution and delivery of this Agreement nor
the
consummation by Agate of the transactions it contemplates, will breach
any statute or regulation of any governmental authority, domestic or
foreign, or will conflict with or result in a breach of any of the terms,

conditions or provisions of any judgment, order, injunction, decree or
ruling
of any court or governmental authority, domestic or foreign, to which
Agate is subject or of any agreement or instrument to which Agate is a
party or by which it is bound, or constitute a material default
thereunder, or give to others any interest or rights, including rights of
termination or cancellation, in or with respect to any of the
properties, assets, agreements, contracts or business of Agate.

ii. To the best of Agate knowledge,
(1) none of the products presently being developed or sold

by Agate violates any requirement of any applicable statute or
regulation,
including, without limitation, any statute or regulation, including, without
limitation, any statute or regulation imposing labeling or flammability
standards, of any governmental authority, domestic or foreign, or any of the
terms, conditions, or provisions of any judgment, order, injunction, decree,
or ruling of any court or governmental authority, domestic or foreign, to
which Agate is subject;
(2) there are no pending or threatened claims by any
governmental or regulatory agency, whether federal, state, local, or foreign,
that (or any pending investigation as to whether) any of such manufacturing
methods, processes, or know-how or any material appearing on or in connection
with the labels, packages, cartons, packaging materials labeling, displays,
or
advertising matter used in connection with any of such products is not in
conformity with any applicable law, statute, regulation, judgment, order,
injunction, decree, or ruling;
(3) there has not been any seizure by any governmental

agency or authority, or any voluntary recall by Agate under threat of such
seizure, of any product manufactured, packaged, licensed, distributed or sold
by Agate; and
(4) Agate has not violated, and is not in violation of, any
law,
statute, rule, governmental regulation, or order, which violation might have
a
material adverse effect on the business, financial condition or earnings of
Agate.

j. Brokers' Fees. Agate has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement.

8. Representatives and Warranties of ARCA Shareholders and ARCA Affiliates.

The ARCA Affiliates as to Section 8a, and ARCA Shareholders as to Section 8b,
severally represent and warrant to Agate, the Agate Shareholders, the
Accepting Agate Shareholders, and the Accepting Agate Option Holders, that
as of the Effective Date:
a. to the best of their knowledge, after reasonable investigation, the
representations and warranties of ARCA in Section 6 are true and correct.
b. the ARCA Shareholders have duly executed and delivered this Agreement
and
the Exhibit K Voting Agreement and Irrevocable Proxy, Exhibit L Release of
Claims, and Exhibit M Market Stand-Off Agreement.

9. Representations and Warranties of Agate Shareholders and Agate Affiliates.

The Agate Affiliates, as to Section 9a, and the Agate Shareholders as to
Sections 9b and 9c, severally represent and warrant to ARCA and the ARCA
Affiliates, that as of the Effective Date:

a. to the best of their knowledge, after reasonable investigation, the
representations and warranties of Agate in Section 7 are true and correct,

b. the Agate Shareholders have duly executed and delivered this Agreement
and the Exhibit C Contribution Agreement, and

c. the Agate Shareholders own all right, title, and interest in and to the
Agate Shares, free and clear of any third party security interest, lien, or
other adverse claim.

10. Covenants of ARCA Affiliates and ARCA Shareholders.

The ARCA Affiliates agree to cause ARCA to fulfil its obligations pursuant to
this Agreement (including without limitation pursuant to Section 12) and to
satisfy the Section 13(b) conditions to Agate closing. The ARCA Shareholders
agree to execute and to deliver to Agate (a) Exhibit K to this Agreement
which
is a voting agreement, (b) Exhibit L to this Agreement which is a full
release
of claims, agreements, and other obligations or liabilities in favor of ARCA,
and (c) Exhibit M to this Agreement which is a market stand- off agreement
for
three months as to all ARCA shares and for six months as to all but 50,000
ARCA shares owned by either ARCA Affiliate or his affiliates.

11. Covenants of Agate Affiliates and Agate Shareholders.

The Agate Affiliates agree to cause Agate to fulfil its obligations pursuant
to this Agreement (including without limitation pursuant to Section 12) and
to satisfy the Section 13(a) conditions to ARCA closing. The Agate
Shareholders agree to execute Exhibit C to this Agreement which is the
Contribution Agreements and to deliver same to Agate counsel to hold until
the Closing.

12. Conduct and Transactions Prior to the Closing Date.

a. Investigations; Operations of Business of Agate Between the
Effective
Date and the Closing Date:
i. ARCA and Agate shall each give to the other, and the authorized

representatives of the other, full access to all its respective premises and
books and records of it, and each agrees to furnish the other with such
financial and operating data and other information with respect to the
business and properties of it as the other shall from time to time
request; provided, however, that any such investigation shall not affect any
of the representations and warranties hereunder; and provided further,
that any such investigation shall be conducted in such manner as not
to
interfere unreasonably with the operation of the business of the
other.
In the event of termination of this Agreement, ARCA and Agate will
each
return to the other all documents, work papers and other material obtained
from the other in connection with the transactions contemplated hereby
and will use all reasonable efforts to keep confidential any
information obtained pursuant to this Agreement unless such information
is readily ascertainable from public or published information or trade
sources.

ii. Agate will use its best efforts to preserve intact the business

organization of Agate, to keep available to it the services of its
present
officers and employees, to preserve its present relationships with
persons having significant business relations with it, to maintain all
of its properties in customary repair and condition and to maintain insurance

policies in respect of its business and properties consistent with
current practice.

iii. Neither ARCA nor Agate will issue any shares or options,
warrants, or other rights to acquire same, except that Agate may
issues
shares to the extent that an option holder exercises his or her option
and up to 500,000 shares to accredited investors in a private
placement.

iv. Neither the Agate Shareholders nor the ARCA Shareholders shall
sell or otherwise transfer any right, title, or interest in their
Agate
shares or ARCA shares, respectively.

b. General. Each of the parties will use its reasonable best efforts to
take all action and to do all things necessary, proper, or advisable in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions
set forth below).

c. Notices and Consents. Each of the parties will use its reasonable best
efforts to obtain any third party consents, that the other party reasonably
may request.

d. Regulatory Matters and Approvals. Each of the parties will give any
notices to, make any filings with, and use its reasonable best efforts to
obtain any authorizations, consents and approvals of governments and
governmental agencies in connection with the matters referred to in this
Agreement.

e. Meeting. ARCA timely will cause a notice of meeting and information
statement in the form attached as Exhibit I to be sent to each ARCA
shareholder of record and beneficial owner.

f. Amendment of Articles. After the Effective Date but prior to June 25,
1999, ARCA will file an amendment to its certificate of incorporation to be
in the form attached as Exhibit N and thereby authorize preferred stock,
2,075,000 shares of which shall be designated as Series A Preferred Stock
substantially similar to Agate Series A Preferred Stock except convertible
into common stock at a ratio of 1.5 to 1.0 instead of 1.0 to 1.0.

g. Bresner Stock Issuance. As soon as practical after the Effective Date,
but in any event on or before June 21, 1999, ARCA shall issue 500,000
shares
of its common stock to Bresner as described in Section 6b.

h. Sale of Assets and Transfer of Liabilities. Prior to the Closing
Date, ARCA shall have consummated a transaction or transactions by which it
shall have sold, assigned and transferred substantially all of its assets and
all of its liabilities to APTA. Prior to the Closing Date, all shares of
APTA shall be spun off as a stock dividend to the shareholders of ARCA, so
that at the Closing Date, ARCA shall have no material assets or liabilities
(material for the purposes hereof shall mean in excess of $1,000 in the
aggregate) and ARCA shall not be a party to any agreements with any third
party other than Agate and its share holders and option holders. ARCA shall

provide Agate with copies of all agreements, documents and required filings
to
be made by ARCA in connection therewith on or prior to the Closing Date.
The assets being transferred to APTA will include, but not be limited to:
(i) a promissory note in the amount of $140,000 dated May 31, 1996, from
Eastern States Energy, Inc. to ARCA; (ii) all of the common stock of Beran
Corp. owned by ARCA; (iii) all of the common stock of Spring Village
Holdings, Inc.; and (iv) $85,000 to be paid by Agate to ARCA at Closing
pursuant to paragraph 16(d) hereof. As a result, on the Closing Date,
ARCA
will have no material liabilities or obligations, either accrued, absolute,
contingent, or otherwise, including, without limitation, any tax liability,
whether in connection with past operations of ARCA or the formation and
dividend of shares of APTA.

i. SEC Filings. ARCA shall make all filings required by the SEC,
including
without limitation, a Form 8-K, which filings (as well as any press
releases) shall be submitted in advance to Agate for its written approval
which will not be unreasonably withheld or delayed.

13. Conditions to Obligation to Close.
a. Conditions to Obligation of ARCA. The obligation of ARCA to
consummate the transactions to be performed by it in connection with the
Closing Date is subject to satisfaction of the following conditions:

i. Representations Correct. The representations and warranties
set
forth in Section 7 of this Agreement shall be true and correct in all
material respects at and as of the Closing Date and shall be so
certified by the Agate Affiliates to the best of their knowledge;

ii. Covenants Performed. Agate and the Agate Shareholders shall
have
performed and complied with all of their respective covenants hereunder
in all material respects through the Closing Date;

iii. Ancillary Actions Completed. All actions to be taken by Agate in

connection with consummation of the transactions contemplated hereby and
all certificates, opinions, instruments, and other documents required
to effect the transactions contemplated hereby will be reasonably
satisfactory in form and substance to Agate;

iv. No Litigation. No action, suit, or proceeding shall be pending
or threatened before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction or before
any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling, or charge would (A) prevent consummation of any of the
transactions contemplated by this Agreement, (B) cause any of the
transactions
contemplated by this Agreement to be rescinded following consummation,
or (C) affect adversely the right of ARCA to operate the business of
Agate;

v. Audit Not Deviate From Unaudited Financials. The audited Agate

financial statements corresponding to the Financial Statements, to the
extent available, shall not be materially different from the
(unaudited) Financial Statements. In the event that there is a
material difference, ARCA shall have the right, but not the duty, to
terminate
this Agreement. ARCA may waive any condition specified in this paragraph 13a
if it executes a writing so stating at or prior to the Closing Date.

b. Conditions to Obligation of Agate. The obligation of Agate and the
Agate
Shareholders to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

i. Representations Correct. The representations and warranties set
forth in Section 6 of this Agreement shall be true and correct in all
material respects at and as of the Closing Date and shall be so
certified by the ARCA Affiliates to the best of their knowledge;

ii. Covenants Performed. ARCA and the ARCA Shareholders shall have

performed and complied with all of their respective covenants hereunder
in
all material respects through the Closing Date;

iii. Ancillary Actions Completed. All actions to be taken by ARCA in

consummated a transaction or transactions by which it shall have
reorganized
pursuant to paragraph 12h hereof, so that at the Closing Date, ARCA
shall have no material assets or liabilities (material for the
purposes
hereof shall mean in excess of $1,000), and shall provide Agate with
copies of all agreements, documents and required filings to be made by ARCA
in
connection therewith on or prior to the Closing Date;

vi. Opinion of Counsel and Accountants. ARCA shall have delivered
to
the Agate Shareholders an opinion of ARCA's counsel that: (i) at
Closing, the issuance and delivery by ARCA of ARCA shares and options
in connection with this Agreement will have been duly and validly
authorized by all necessary corporate action on the part of ARCA; (ii)
the shares of ARCA stock to be issued to Agate shareholders and option
holders, will, when issued, be validly issued, fully paid and
nonassessable, (iii) the issuance of the shares of ARCA stock to Agate
shareholders, the grant of ARCA options to Accepting Agate Option Holders,

and the issuance of APTA shares to ARCA shareholders as a dividend are in
compliance with Federal and state securities laws. ARCA shall have
delivered to Agate an opinion of ARCA's CFO or certified public
accountant that the formation of APTA, the capitalization of APTA with
ARCA assets and liabilities, and the dividend to ARCA shareholders of APTA
shares will not result in any tax to ARCA;

vii. Annual Shareholders Meeting. The Meeting shall have been held
and
all matters submitted by management to the shareholders as listed in
Exhibit I shall have been approved, including, without limitation, the
stock option plan and certificate of incorporation, bylaws, and merger
agreement,

viii. Delaware Reincorporation. The Board of Directors of ARCA
shall have approved all actions to be taken at the Meeting, including
without limitation ARCA re- incorporating in Delaware using the form
of
Certificate of Incorporation, Bylaws, and Merger Agreement attached as
Exhibit O; and

ix. Resignations. Effective at the Closing, the officers and
directors of ARCA shall have resigned in favor of persons designated
by
Agate. Agate may waive any condition specified in this paragraph 14 b if it
executes a writing so stating at or prior to the Closing Date.

14. Indemnification.

a. Indemnity to APTA. Agate and ARCA agree to defend, indemnify, and
hold harmless APTA for any claim asserted against APTA due to an action or
omission to act of Agate or ARCA occurring after the Closing Date.

b. APTA Indemnity. APTA will defend, indemnify, and hold harmless Agate
and ARCA for any liability of ARCA which existed as of or prior to the
Closing Date and for claim asserted against Agate or ARCA due to an action or

omission to act of APTA occurring after the Closing Date.

c. ARCA Affiliates Guarantee. The ARCA Affiliates hereby guarantee the
obligations of APTA under Section 14b above up to the value of their ARCA
shares (and those of their affiliates) which are then subject to stand-off
under Exhibit M. If at the date of the scheduled stand-off release, no
claim has been asserted against Agate and ARCA, then the ARCA shares of the
ARCA Affiliates (and their affiliates) no longer subject to the market
stand-off shall no longer be subject to the guarantee. In addition, for a
period of two years from the Effective Date, Santoro shall guarantee the
obligations of APTA under Section 14b above up to in the aggregate an amount
equal to the sum of (i) the market value of the ARCA shares he and his
affiliates own on the date Agate or ARCA assert a claim plus (ii) the
proceeds he and his affiliates had received through such date for disposing
of
ARCA shares subsequent to the Effective Date.

d. Handling of Defense and Settlement of Third Party Claims. Any party
seeking indemnification from another due to a third party claim shall
promptly
notify the indemnifying party of such claim, tender sole control of the
defense and settlement of such claim to the indemnifying party if so
requested, retaining the right to participate in such defense and settlement
at its own expense with its own counsel; and shall cooperate in such
defense
and settlement at the indemnifying party's expense if and when requested by
the indemnifying party.

15. Miscellaneous.
a. Assignment. This Agreement may not be assigned by any party without
the express written consent of the other parties.

b. Notice. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall
be in writing and shall be sufficiently given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by
certified
or registered mail, return receipt requested, or by facsimile, as follows:
If to ARCA, APTA, or APTA Shareholders delivered or addressed to:

Harry J. Santoro, President
ARCA Corp.
215 West Main Street
Maple Shade, NJ 08052
Fax: 609-727-0218
Phone: 609-667-0600

With a copy to:

Stephen M. Robinson, Esq.
Stephen M. Robinson, P.A.
172 Tuckerton Road
Medford, New Jersey 08055
FAX (609) 596-3340
Phone (609) 596-5530

If to Agate or the Agate Shareholders delivered or addressed to:
Francis Khoo, President
Agate Technologies, Inc.
46782 Lakeview Boulevard
Fremont, CA 94538
FAX (510) 492-5440
Phone (800) 98AGATE

With a copy to:

Stephen M. Wurzburg
Rosenblum Parish & Isaacs
160 W. Santa Clara St., 15th Fl.
San Jose, CA 95113
FAX (408) 280-2801
Phone (408) 280-2800

or to such other address or addresses as may be specified from time to time
by said party by like notice. c. Severability. Any term or provision of
this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction. d. Expenses. Each of the parties will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby. Provided, however,
Agate shall pay over to ARCA (or its designee APTA) at Closing $85,000 to
reimburse ARCA for its costs related to this transaction and the
reorganization of its business as provided herein. $25,000 of this $85,000
has already been placed in escrow with Stephen M. Robinson, P.A. and the
$60,000 balance shall be so placed upon execution of this Agreement, with
all $85,000 to be disbursed to ARCA at Closing. e. Construction. The
parties
have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties and
no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or foreign statute
or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including"
shall mean including without limitation. f. Incorporation of Exhibits and
Schedules. The Exhibits and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

g. Section Heading. Section headings as to the contents of particular
sections and subsections are for convenience only and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the
particular sections or subsections to which they refer.

h. Entire Agreement. This Agreement and the Exhibits, Schedules and
Attachments hereto and other agreements and documents referenced herein
constitute the entire agreement and understanding of the parties hereto with
respect to the matters herein set forth, and all prior negotiations and
understandings relating to the subject matter of this Agreement are merged
herein and are superseded and canceled by this Agreement. There are no
representations or warranties made by the parties which are not set forth in
this Agreement. i. Waivers-Amendments. Any of the terms or conditions of
this Agreement may be waived in writing at any time by the party which is
entitled to the benefit thereof or may be amended or modified in whole or in
part at any time by an agreement in writing, executed in the same manner as
this Agreement. The failure of any party at any time or times to require
performance of any provision of this Agreement will in no manner affect the
right to enforce the same. The waiver by any party of any breach of any
provision of this Agreement will not be construed to be a waiver by any
such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.

j. Counterparts. This Agreement may be executed in any number of
counterparts, including counterparts transmitted by telecopier or FAX, any
one of which shall constitute an original of this Agreement. When
counterparts of facsimile copies have been executed by all parties, they
shall have the same effect as if the signature to each counterpart or copy
whereupon the document and copies of such documents shall be deemed valid as
originals. The parties agree that all such signatures may be transferred
to
a single document upon the request of any party.

k. Venue. Any action, suit, or proceeding arising out of, based on, or in
connection with this Agreement may be brought only in Federal or state
courts located in Santa Clara County, California, if brought by ARCA or the
ARCA Shareholders and in Wilmington, Delaware, if brought by Agate or Agate
Shareholders, and each party covenants and agrees not to assert, by way of
motion, as a defense, or otherwise in any such action, suit, or proceeding,
any claim that it or he is not subject personally to the jurisdiction of such
court, that its or his property is exempt or immune from attachment or
execution, that the action, suit, or proceeding is brought in an
inconvenient forum, that the venue of the action, suit, or proceeding is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court. All of the parties hereby consent and
submit
to the personal jurisdiction and venue of such courts. Notwithstanding the
forgoing, prior to any such litigation being brought, the parties and their
CEOs shall attempt for one week to meet or confer in person or by
videoconference or telephone in order to attempt to resolve the dispute. l.
Governing Law. This Agreement, and any action or claim arising under or
related to this Agreement, shall be governed by and enforced under
California law, without reference to the choice of laws principles of
California or any other jurisdiction.

<PAGE>
Authorized Signatures

In order to bind the parties to this Agreement, the parties or their duly
authorized representatives have signed their names below.

ARCA CORP. AGATE TECHNOLOGIES, INC.

By:_____________________________ By:___________________________
Harry J. Santoro, President Francis Khoo, President

APTA Holdings, INC. ARCA AFFILIATES

By: _____________________________ _________________________________
Harry J. Santoro, President Harry J. Santoro

_________________________________
Stephen M. Robinson

ARCA SHAREHOLDER Not an ARCA AFFILIATE
Bresner Partners, Ltd.

By: ______________________________

AGATE AFFILIATES

__________________________________
Francis C.S. Khoo

__________________________________
Shirley Ooi

AGATE SHAREHOLDER Not an AGATE AFFILIATE

Pacific Rim Trading Co., Ltd.

By_________________________________
Francis C.S. Khoo, Managing Director
List of Exhibits

A. List of Agate Shareholders
B. List of Agate Option Holders
C. Contribution Letter
D. Option Assumption Agreement
E. Assignment Separate From Certificate
F. ARCA Schedule of Exceptions
G. ARCA Stock Option Plan
H. ARCA Shareholders
I. Notice of Meeting and Information Statement
J. Agate Schedule of Exceptions
K. ARCA Shareholder Voting Agreement
L. ARCA Shareholder Release
M. ARCA Shareholder Stand-Off Agreement
N. ARCA Amended and Restated Certificate of Incorporation
O. Delaware Certificate of Incorporation and Bylaws and Merger Agreement

<PAGE>
EXHIBIT G
ARCA STOCK OPTION PLAN

ARCA CORP.
1999 DUAL STOCK OPTION PLAN

1. Purposes

ARCA Corp., a New Jersey corporation (hereinafter called the
"Company") has adopted this Plan to enhance the interest and concern of the
Company's key employees, officers, directors and consultants in the success
of the Company by giving them an ownership interest in the Company, and to
give them an incentive to continue their service to the Company.

2. Stock Subject to Plan

The Company shall reserve 4,500,000 shares of its no par value
Common Stock (hereinafter called the "Shares") to be issued upon exercise of
the options which may be granted from time to time under this Plan. As it
may from time to time determine, the Board of Directors of the Company
(hereinafter called the "Board") may authorize that the Shares may be
comprised, in whole or in part, of authorized but unissued shares of the
Common Stock of the Company or of issued shares which have been reacquired.
If options granted under this Plan terminate or expire before being exercised
in whole or in part, the Shares subject to those options which have not been
issued may be subjected to subsequent options granted under the Plan.

3. Administration of the Plan

The Board shall appoint a Stock Option Committee (hereinafter
called the "Committee") which shall consist of not less than two (2) members
of the Board, and, at the election of the Board or if the Board consists of
less than three directors, may consist of the entire Board, to administer the
Plan. Subject to the express provisions of this Plan and guidelines which
may be adopted from time to time by the Board, the Committee shall have
plenary authority in its discretion (a) to determine the individuals to whom,
and the time at which, options are granted, and the number and purchase price
of the Shares subject to each option; (b) to determine whether the options
granted shall be "incentive stock options" within the meaning of Section 422A
of the Internal Revenue Code of 1986 (hereinafter called the "Code"), or
non-statutory stock options, or both; (c) to interpret the Plan and
prescribe, amend and rescind rules and regulations relating to it; (d) to
determine the terms and provisions (and amendments thereof) of the respective
option agreements subject to Section 6 of the Plan, which need not be
identical, including, if the Committee shall determine that a particular
option is to be an incentive stock option, such terms and provisions (and
amendments thereof) as the Committee deems necessary to provide for an
incentive stock option or to conform to any change in any law, regulation,
ruling or interpretation applicable to incentive stock options; and (e) to
make any and all determinations which the Committee deems necessary or
advisable in administering the Plan. The Committee's determination on the
foregoing matters shall be conclusive. The Committee may delegate any of the
foregoing authority to the President with respect to options granted to or
which are held by non-officers.

4. Persons Eligible

Options may be granted under the Plan to employees of and
consultants to the Company and its subsidiaries, including officers and
directors. Employees may be granted either incentive or non-statutory
options while consultants may be granted only non-statutory options.
Officers and directors shall be deemed to be consultants for the foregoing
purposes unless they are also employees. For purposes of this Plan,
"employee" shall conform to the requirements of Section 422A of the Code, and
"subsidiary" shall mean subsidiary corporations as defined in Section 425 of
the Code.

The aggregate fair market value (determined as of the time the
option is granted) of the Shares with respect to which incentive stock
options are exercisable for the first time by an optionee during any calendar
year (under all incentive stock option plans of the Company or its parent or
subsidiaries) shall not exceed $100,000.

5. Changes in Capital Structure

(a) Effect on the Plan. In the event of changes in the
outstanding capital stock of the Company by reason of any stock dividend,
stock split or reverse split, reclassification, recapitalization, merger or
consolidation, acquisition of 80 percent or more of its gross assets or
stock, reorganization or liquidation, the Committee and/or the Board shall
make such adjustments in the aggregate number and class of shares available
under the Plan as it deems appropriate, and such determination shall be
final, binding and conclusive.

(b) In Outstanding Options.

(i) Stock Splits and Like Events.
Should a stock dividend, stock split, reverse stock split,
reclassification, or recapitalization occur, then the Committee and/or the
Board shall make such adjustments in (i) the number and class of shares to
which optionees will thereafter be entitled upon exercise of their options
and (ii) the price which optionees shall be required to pay upon such
exercise as it in its sole discretion in good faith deems appropriate, and
such determination shall be final, binding and conclusive. Notwithstanding
the foregoing, such adjustment shall have the result that an optionee
exercising an option subsequent to such occurrence would pay the same
aggregate exercise price to exercise the entire option and would then hold
the same class and aggregate number of shares as if such optionee would have
exercised the outstanding option immediately prior to such occurrence.

(ii) Recapitalizations; Assumption of Options.
(A) Definition of "Event".

An "Event" shall mean the occurrence of any of the
following transactions:
(i) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the shareholders of the Company and the options granted under this Plan are
assumed by the successor corporation, which assumption shall be binding on
all optionees);
(ii) a dissolution or liquidation of the Company;

(iii) the sale of substantially all of the assets of
the Company; or
(iv) any other transaction which qualifies as a
"corporate transaction" under Section 424(a) of the Code wherein the
shareholders of the Company give up all of their equity interest in the
Company (except for the acquisition, sale or transfer of all or substantially
all of the outstanding shares of the Company).

(B) Effect of "Event".

Upon the consummation of an Event, the Board shall make
arrangements which shall be binding upon the holders of unexpired options
then outstanding under this Plan as the Board, in its sole discretion, in
good faith determines to be in the best interests of the Company, which
determination shall be final and conclusive. The possible arrangements
include, but are not limited to, the sub-
stitution of new options for any portion of such unexpired options, the
assumption of any portion of such unexpired options by any successor to the
Company, the acceleration of the expiration date of any portion of such
unexpired options to a date not earlier than thirty (30) days after notice to
the optionee, or the cancellation of such portion in exchange for the payment
by any successor to the Company of deferred compensation to the optionee.
(Such deferred compensation may (but need not) be in an amount equal to the
difference between the fair market value of the Shares subject to such
unexpired portion and the aggregate exercise price of the Shares under the
terms of such unexpired portion on the date of the Event and may (but need
not) be paid in installments which correspond to the vesting schedule of the
unexpired option.) The Board shall not be obligated to arrange such
substitution or assumption to comply with Section 425(a) of the Code or to
accelerate the exercisability of a portion of an option when it accelerates
the expiration date of such portion.

The Company, from time to time, also may substitute or
assume outstanding awards granted by another company, whether in connection
with an acquisition of such other company or otherwise, by either (i)
granting an option under the Plan in substitution of such other company's
award, or (ii) assuming such award as if it had been granted under the Plan
if the terms of such assumed award could be applied to an option granted
under the Plan. Such substitution or assumption shall be permissible if the
holder of the substituted or assumed option would have been eligible to be
granted an option under the Plan if the other company had applied the rules
of the Plan to such grant. In the event the Company assumes an award granted
by another company, the terms and conditions of such award shall remain
unchanged (except that the exercise price and the number and nature of shares
issuable upon exercise of any such option will be adjusted appropriately
pursuant to Section 424(a) of the Code). In the event the Company elects to
grant a new option rather than assuming an existing option, such new option
may be granted with a similarly adjusted exercise price.

6. Terms and Conditions of Options

Each option granted under this Plan shall be evidenced by a stock
option agreement (hereinafter called "Agreement") which is not inconsistent
with this Plan, and the form of which the Committee and/or Board may from
time to time determine, provided that the Agreement shall contain the
substance of the following:

(a) Option Price. The option price shall be not less than 100% of
the fair market value of the Shares at the time the option is granted, which
shall be the date the Committee and/or Board, or its delegate, awards the
grant, except that in the case of a grant of a non- statutory option to a key
employee of the Company, the option price shall not be less than 85% of such
fair market value. If the optionee, at the time of the option is granted,
owns stock possessing more than ten percent (10%) of the total combined
voting power of all the classes of stock of the Company or of its parent or
subsidiaries (a "Principal Shareholder"), the option price of incentive stock
options shall be not less than 110% of the fair market value of the Shares at
the time the option is granted. The fair market value of the Shares shall be
determined and the option price of the Shares set by the Committee and/or
Board in accordance with the valuation methods described in Section 20.2031-2
of the Treasury Regulations.

(b) Method of Exercise. At the time of purchase, Shares purchased
under options shall be paid for in full either (i) in cash, (ii) at the
discretion of the Board, with a promissory note secured by the Shares
purchased, (iii) at the discretion of the Committee and/or Board, with
outstanding stock of the Company at such value as the Board shall determine
in its sole discretion to be the fair market value of such stock, or (iv) a
combination of promissory note (if permitted pursuant to (ii) above), stock
(if permitted pursuant to (iii) above), and/or cash. To the extent that the
right to purchase Shares has accrued under an option, the optionee may
exercise said option from time to time by giving written notice to the
Company stating the number of Shares with respect to which the optionee is
exercising the option, and submitting with said notice payment of the full
purchase price of said Shares either in cash or, at the discretion of the
Board and/or Committee as described above, with a promissory note,
outstanding stock of the Company, or a combination of cash, promissory note,
and/or such stock. As soon as practicable after receiving such notice and
payment, the Company shall issue, without transfer or issue tax to the
optionee (or other person entitled to exercise the option), and at the main
office of the Company or such other place as shall be mutually acceptable, a
certificate or certificates representing such Shares out of authorized but
unissued Shares or reacquired Shares of its capital stock, as the Board
and/or Committee, or its delegate, may elect, for the number of Shares to be
delivered. The time of such delivery may be postponed by the Company for
such period as may be required for it with reasonable diligence to comply
with such procedures as may, in the opinion of counsel to the Company, be
desirable in view of federal and state laws, including corporate securities
laws and revenue and taxation laws. If the optionee (or other person
entitled to exercise the option) fails to accept delivery of any or all of
the number of Shares specified in such notice upon tender of delivery of the
certificates representing them, the right to exercise the option with respect
to such undelivered Shares may be terminated.

(c) Option Term. The Committee and/or Board may grant options for
any term, but shall not grant any options for a term longer than ten (10)
years from the date the option is granted (except in the case of an incentive
option granted to a Principal Shareholder in which case the term shall be no
longer than five (5) years from the date the option is granted). Each option
shall be subject to earlier termination as provided in this section 6 of this
Plan.

(d) Exercise of Options. Each option granted under this Plan
shall be exercisable on such date or dates, upon or after the occurrence of
certain events, or upon or after the achievement of certain performance
milestones (which occurrences or achievements may be waived in whole or in
part or extended at the discretion of the Committee and/or Board) and during
such period and for such number of Shares as shall be determined by the
Committee and/or Board. Provided, however, for so long as the Company is
relying upon California Corporations Code Section 25102(0) for exemption from
qualification under the California Blue Sky law, and for so long as required
by said Section 25102(0) or regulations implementing it, each option, unless
granted to an officer, director or consultant of the Company, shall
nevertheless become exercisable as to not less than twenty percent (20%) of
the Shares subject to the option per year elapsed from the date of the grant.
An incentive option granted to a non-officer may not be exercised at any time
unless the optionee shall have continuously served, to the extent determined
by the Committee and/or Board, as an employee of the Company or its
subsidiary throughout a period commencing at the date an option is granted
and ending no more than three (3) months and no less than thirty (30) days
before an attempted exercise of the option, and, if applicable, unless the
Committee and/or Board shall determine and notify the optionee in writing
that certain events have occurred or certain performance milestones have been
achieved. If an option becomes exercisable upon the occurrence of certain
events or achievements of certain performance milestones, the option, unless
granted to an officer, director or consultant of the Company, shall
nevertheless become exercisable as to not less than twenty percent (20%) of
the Shares subject to the option per year elapsed from the date of the grant;
but otherwise may not be exercised unless the Committee and/or Board shall
determine and notify the optionee in writing that such events have occurred
or that such performance milestones have been achieved.

(e) Nonassignability of Option Rights. No option shall be
assignable or transferable by the optionee except by will or by the laws of
descent and distribution. During the life of an optionee, the option shall
be exercisable only by the optionee.

(f) Effect of Termination of Employment or Death or Disability.
In the event the optionee's employment with the Company or its subsidiaries
ceases, as determined by the Committee during the optionee's life for any
reason, including retirement, any incentive option or unexercised portion
thereof granted to a non-officer optionee which is otherwise exercisable
shall terminate unless exercised within a period not to exceed three (3)
months nor to be less than thirty (30) days of the date on which such
employment ceased but not later than the date of expiration of the option
period. In the event of the death or disability (as defined in Code Section
22(e)(3)) of the optionee while employed or within a period not to exceed
three months nor to be less than thirty (30) days of the date on which such
employment ceases, any option or unexercised portion thereof granted to the
optionee, if otherwise exercisable by the optionee at the date of death or
disability, may be exercised by the optionee (or by the optionee's personal
representatives, heirs or legatees) at any time prior to the expiration of
one year from the date of death or disability of the optionee but not later
than ten (10) years from the date of grant of such option except that, in the
case of an incentive option granted to a Principal Shareholder, not later
than five years from the date of grant of such option.

(g) Rights of Optionee. The optionees shall have no rights as a
stockholder with respect to any Shares subject to an option until the date of
issuance of a stock certificate to the optionee for such Shares. No
adjustment shall be made for dividends or other rights of which the record
date is prior to the date such stock certificate is issued. Neither this
Plan, nor any action or agreement thereunder, shall confer any rights of
employment, any rights to election or retention as an officer or director, or
any rights to serve as a consultant.

(h) Tax Withholding. To the extent required by applicable law,
the Company shall withhold from the pay of an optionee any taxes required to
be withheld upon exercise of an option. The Company may instead at its
discretion require that the taxes be paid to the Company concurrently with
the exercise of the option as a condition to the exercise of the option. The
Company, at the discretion and upon the approval of the Board, may permit the
optionee to pay some or all of the taxes by tendering to the Company
outstanding shares of the Company's stock held by the optionee, meeting the
same criteria and valued in the same manner as stock tendered to pay the
exercise price as set forth in Section 6(d) above, or by reducing at the
optionee's instructions, the number of shares to be issued upon exercise of
the option, with such shares similarly valued.

(i) Restrictions of Shares. To the extent required by the
Company's bylaws, the Board, and/or the Committee, shares of Stock issued
upon exercise of options shall be subject to a right of first refusal and
market stand-off and holders of such shares may be required to execute
non-disclosure agreements prior to being shown certain information concerning
the Company.

7. Use of Proceeds

The proceeds from the sale of stock pursuant to options granted
under the Plan shall constitute general funds of the Company.

8. Amendment of Plan

The Board of Directors may at any time amend the Plan, provided
that no amendment may affect any then outstanding options or any unexercised
portions thereof, and provided further that any such amendment increasing the
number of Shares reserved under the Plan, altering the employees or class of
employee eligible to be granted incentive stock options under the Plan,
causing options granted to employees and intended to be incentive options
under the Plan not to qualify as "incentive stock options" under Section 422A
of the Code, or amending this Section 8 shall be subject to shareholder
approval.

9. Financial Information

Whenever the Company provides financial statements, whether audited
or unaudited, to all of its shareholders as a group, the Company shall
concurrently provide each optionee with a copy of such financial statements.
Notwithstanding the foregoing, the Company shall provide each optionee at the
end of its fiscal year with a copy of its financial statements for such
fiscal year, either audited or unaudited, within ninety (90) days after the
end of such fiscal year if such person is then an optionee. In connection
with such provision, the Company may require the optionee to enter into a
nondisclosure agreement; provided, however, that such nondisclosure agreement
may not contain provisions which are more stringent than those the Company
imposes on its shareholders which are also receiving the financial
statements.

10. Effective Date and Termination of Plan

This Plan was adopted by the Board of Directors on June __, 1999,
and approved by the shareholders on June 28, 1999. The Board may terminate
this Plan at any time. If not earlier terminated, this Plan shall terminate
on June 28, 2009.

This Plan, the granting of any option hereunder, and the issuance
of stock upon the exercise of any option, shall be subject to such approval
or other conditions as may be required or imposed by any regulatory authority
having jurisdiction to issue regulations or rules with respect thereto,
including the securities laws of various governmental entities.

<PAGE>
EXHIBIT I
NOTICE OF MEETING AND INFORMATION STATEMENT

ARCA Corp.

215 West Main Street
Maple Shade, NJ 08052
(609) 667-0600
Fax (609) 727-0218

June 8, 1999

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of the shareholders of
ARCA Corp. to be held on June 28, 1999 at our corporate offices at 215 West
Main Street, Maple Shade, New Jersey, at 10:00 a.m.

At this important meeting, you will be asked to approve a stock contribution
and stock issuance agreement (the "Exchange Agreement") between ARCA
Corp.("ARCA") and Agate Technologies, Inc. ("Agate"), and certain of their
shareholders, as well as certain other corporate actions.
When the transaction contemplated by the Exchange Agreement is complete,
shareholders of Agate will own a controlling interest in ARCA which in turn
will own a controlling interest in Agate. You will continue to own the same
number of shares you now own in ARCA. You will also own an equal number of
shares in APTA Holdings, Inc., a company which has been formed to carry out
ARCA's existing business operations.

Your Board of Directors unanimously approved the Exchange Agreement, and
believes that the proposed transactions with Agate and its shareholders are
in the best interest of our shareholders. The Board recommends that you
approve the Exchange Agreement at the annual meeting so that these
transactions may be completed.

This document provides you with detailed information about the proposed
transaction with Agate and its shareholders and the related stock issuance in
APTA Holdings, Inc. In addition, you may obtain additional information about
the transaction and ARCA Corp. from documents that ARCA Corp. has filed with
the Securities and Exchange Commission.

We encourage you to read this entire document.

Sincerely,

ARCA CORP.

By: Harry J. Santoro, President
<PAGE>
ARCA Corp.

215 West Main Street
Maple Shade, NJ 08052
(609) 667-0600
Fax (609) 727-0218

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
ARCA CORP.

NOTICE IS HEREBY GIVEN to the Shareholders of ARCA CORP. that the regular
Annual Shareholders Meeting will be held on June 28, 1999 at 10:00 a.m. at
the
offices of the corporation at 215 West Main Street, Maple Shade, New Jersey,
for the purposes of:

1. Electing the Board of Directors,

2. Approval of a stock contribution and stock issuance agreement with
Agate Technologies, Inc. and its shareholders and the resulting issuance of
between approximately 7.7 and 13.7 million ARCA shares to such shareholders,

3. Ratify of the formation of APTA Holdings, Inc. to acquire all of
the
assets of the Company and the dividend of shares of APTA to Company
shareholders,

4. Approval of the change of corporate name from "ARCA Corp." to a
name
chosen by the ARCA board,

5. Approval of the reincorporation of ARCA in Delaware, and the
resulting certificate of incorporation, bylaws, and merger agreement,

6. Approval of the 4.5 million share 1999 Stock Option Plan, and

7. Transacting such other business as may come before the meeting or
any adjournment of the meeting.

The close of business on June 4, 1999, is the record date for determining
shareholders entitled to receive notice of the annual meeting and to vote at
the meeting or any adjournment thereof.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND IN A
PROXY.

By Order of the Board of Directors,

DATED: June 8, 1999 Stephen M. Robinson, Secretary

<PAGE>
ARCA Corp.
215 West Main Street
Maple Shade, NJ 08052
(609) 667-0600
Fax (609) 727-0218

INFORMATION STATEMENT

June 8, 1999

To the Holders of Common Stock:

The following Information Statement is being mailed to the shareholders of
record of ARCA Corp. ("ARCA") in connection with the proposed transaction
with
shareholders of Agate Technologies, Inc. ("Agate"). In the transaction,
Agate shareholders will contribute their Agate shares to ARCA and in exchange
receive shares in ARCA (the "Exchange Transaction"). In the Exchange
Transaction, ARCA intends to issue a majority of its shares to shareholders
of
Agate and shareholders of Agate owning a majority of Agate shares are
expected
to contribute them to ARCA. As a result, Agate shareholders would control
ARCA and Agate would become a majority-owned subsidiary of ARCA.

As the Exchange Transaction contemplates various corporate actions, some of
which require shareholder approval, ARCA is providing this Information
Statement to its shareholders in connection with its shareholders meeting
being held on June 28,1999.

In order to effect the Exchange Transaction, ARCA has entered into an
agreement (the "Exchange Agreement") with Agate and controlling shareholders
of both ARCA and Agate (as well as APTA Holdings, Inc. which is described
below). Pursuant to the Exchange Transaction as described in the Exchange
Agreement, Agate will become a majority-owned subsidiary of ARCA and Agate
shareholders will end up controlling ARCA. Immediately prior to closing,
ARCA
will have 1,500,000 shares of common stock outstanding while Agate will have
between approximately 9,000,000 and 9,500,000 shares of stock outstanding.
Pursuant to the Exchange Agreement, ARCA shall offer to all existing Agate
shareholders, both common and preferred, the option to contribute their Agate
shares to ARCA and to receive 1.5 ARCA common shares in exchange for every
Agate share so contributed. Pursuant to the Exchange Agreement, holders of
5,125,000 Agate shares have already agreed to so contribute their shares,
with
the holders of the remaining approximately 4,000,000 shares having until June
25, 1999, to decide whether to do likewise. The following table presents the
minimum and maximum number of shares of ARCA's common stock which will be
outstanding immediately after closing:

<PAGE>
Agate Shares ARCA Shares
Minimum Maximum

Agate common shareholders
who have agreed to
contribute and exchange
their shares 5,125,000 7,687,500 7,687,500

Agate common shareholders
who have not yet agreed
to contribute and exchange
their shares 1,925,000 0 2,887,500

Agate convertible preferred
shareholders, all of whom
have not yet agreed to
contribute and exchange
their shares 2,075,000 0 3,112,500

Total Agate Shareholders 9,125,000 7,687,500 13,687,500

ARCA common shareholders 0 1,500,000 1,500,000

Total 9,125,000 9,187,500 15,187,500

% of ARCA owned by
Agate shareholders 83.67% 90.12%

% of ARCA common (fully
diluted) owned by ARCA 56.16% 100.00%

For purposes of this presentation, the minimum assumes that only the
Agate shareholders who have already agreed to contribute their shares to ARCA
do in fact contribute them. The maximum column assumes that all Agate
shareholders, both preferred and common, do in fact contribute their shares
and receive ARCA common shares in exchange. Please note that the Agate
convertible preferred stockholders who contribute their shares have the option
to receive the same number of shares of ARCA preferred stock instead of 1.5
ARCA common shares for every Agate preferred share. The ARCA preferred is
substantially identical to the Agate convertible preferred stock except that
each ARCA preferred share is convertible into 1.5 shares of ARCA common stock.
The ARCA board of directors recently designated 2,075,000 shares of ARCA
preferred stock as Series A Preferred Stock so that it could be issued
pursuant to the Exchange Agreement if holders of Agate Series A Preferred
Stock elect to receive ARCA Series A Preferred Stock in lieu of ARCA common
stock. Agate also has the right to issue up to 500,000 additional shares at
$0.75 prior to the closing and has outstanding approximately 1,000,000
options
with exercise prices between $0.1267 and $1.50 per share. Holders of a
majority of the outstanding shares of ARCA have agreed pursuant to the
Exchange Agreement to vote their ARCA shares FOR the Exchange Transaction.

Agate Technologies, Inc., a privately held California-based corporation,
was formed in January, 1996, to design and develop software and
software-bundled-with-hardware solutions for notebook and desktop PC's.
Agate proprietary software technology focuses on the management and
retrieval of data while enhancing ease of use through interchangeable and
removable storage devices, including IDE device bay docking modules. Agate
software design architecture allows users to "Hot Swap" data storage devices.
This is accomplished through the automatic detection of IDE, ATA, and ATAPI
devices, eliminating the need to shut down, reboot, or reconfigure the system
while swapping these devices. Agate innovative architecture enables
portability and mobility of these solutions across most PC platforms. With a
planned suite of innovative software products, Agate intends to provide PC
and
notebook users with portable storage solutions which enhance productivity and
usability. Agate currently licenses its software technology to notebook OEMs
while its solution products are marketed through its internal sales and
marketing division, Internet website, and selective distribution channels.

In order to assist our shareholders in understanding the effect of the
Exchange Transaction with Agate shareholders, we have prepared this summary
which not only discusses Agate, but also provides information concerning the
effect upon ARCA and its existing operations after the acquisition of Agate.

THE PROPOSED CORPORATE ACTIONS OF ARCA

The ARCA Board of Directors has approved all of the corporate actions set
forth below, subject to the approval of shareholders holding a majority of
the
shares of ARCA common stock. The Annual Meeting of the stockholders of ARCA
Corp. will be held on June 28, 1999 at 10:00 a.m. EDT at ARCA's corporate
offices at 215 West Main Street in Maple Shade, New Jersey to give all
shareholders the opportunity to consider and vote upon the following matters.
Pursuant to the Exchange Agreement, holders of a majority of the outstanding
shares of ARCA have agreed to vote their shares FOR each of the proposed
actions at the meeting.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND IN A
PROXY.

1. Election of Directors.

Proposed Directors Proposed Term
Harry J. Santoro June 28, 1999 through next annual
meeting
Stephen M. Robinson June 28, 1999 through next annual
meeting

It should be noted that Messrs. Santoro and Robinson have agreed effective
upon closing of the Exchange Transaction under the Exchange Agreement to
resign and appoint as directors Francis C.S. Khoo and Shirley Ooi, who are
the
current Agate directors.

2. Approval of Stock Issuance to Agate Shareholders Pursuant to the
Exchange Agreement.

Under the proposed Exchange Agreement, ARCA proposes to issue between
approximately 7.7 million and 13.7 million of its shares to shareholders of
Agate in exchange for their contribution of their Agate shares. This
issuance
is described above and in the Exchange Agreement, a copy of which is
available
from ARCA upon request. A copy of the Exchange Agreement also can be
downloaded via the Internet from the Form 8-K dated June 8, 1999, at the
Securities and Exchange Commission's web site at the following address:

http://www.sec.gov/cgi-bin/srch-edgar?0001006762

ARCA shareholders are being asked to approve the Exchange Transaction and the
Exchange Agreement.

3. Formation of APTA Holdings and Stock Dividend of its Shares.

Agate has indicated that it does not desire to operate the Company's
apartment
complex or its finance business, and has made it a condition of the Exchange
Agreement that the Company divest itself of such businesses. The Board of
Directors believes that the current businesses of the Company are viable, and
therefore, rather than seeking a private purchaser, has determined to
transfer
all of the assets and liabilities of ARCA to a new Delaware corporation named
APTA Holdings, Inc. All ARCA shareholders of record on a date as may be
determined by the Board of Directors presently contemplated as June 28, 1998,
(the "Dividend Record Date") will receive one share of APTA Holdings, Inc.
for
each share of ARCA's common stock held on the Dividend Record Date. As of
the
Dividend Record Date, there will be 1,000,000 shares of ARCA common stock
outstanding. (Prior to the Dividend Record Date, ARCA intends to issue
500,000 shares of ARCA common stock to Bresner Partners, Ltd. for services
rendered in helping bring about the Exchange Transaction; however, Bresner
Partners Ltd. will waive its right to the ARCA dividend of APTA stock.)

For all practical purposes, APTA Holdings, Inc. will be identical, in terms
of
business and management, to ARCA prior to the Exchange Transaction. However,
APTA will not initially be quoted on the OTC Bulletin Board; nor, pending the
filing of a Form 10, will it be a reporting company. The Company intends to
cause APTA Holdings, Inc. to file a Form 10 with the Securities and Exchange
Commission to become a reporting company, and to thereafter seek inclusion on
the OTC Bulletin Board. In accordance with the S.E.C. Rules, actual
distribution of the APTA Holdings stock will not occur until the Form 10
becomes effective. It should be noted, however, that the existing ARCA
shares which you will keep will continue to be quoted on the OTC Bulletin
Board, and after the Exchange Transaction with Agate, would be traded under
ARCA's new corporate name, Agate Technologies, Inc., and under the planned
symbol AGAT.

ARCA shareholders, upon successful completion of the Exchange Transaction,
thus will own shares both in a corporation which was formerly named ARCA and
is then named Agate and owns all of the Agate assets and in a new corporation
APTA Holdings which owns all of ARCA's assets. If the Exchange Transaction
is
completed, Agate management will thereafter become management of the Company
and will operate the current business of Agate, and the present management of
ARCA will continue to operate the apartment complex and the finance company
under a new corporation known as APTA Holdings. In the event that the
Exchange Transaction does not occur, then the Company will transfer all of
its
businesses to APTA Holdings, but APTA Holdings will remain a wholly owned
subsidiary of ARCA unless and until the Board of Directors determines that it
is in the best interest of the Company to proceed with the dividend.

4. Name Change.

An amendment to the Certificate of Incorporation will be presented to change
the name from ARCA Corp. to Agate Technologies, Inc., or such other name as
is
approved by the Board of Directors. In the event that the Exchange
Transaction is completed, it is likely that the Company's name will be
changed
to Agate Technologies, Inc. If the Agate acquisition does not occur, it is
likely that the Company's name will remain ARCA Corp.

5. Approval of Change in Jurisdiction to Delaware.

Immediately after the Agate Exchange Transaction, ARCA proposes to
reincorporate in Delaware via merger into a newly created Delaware
corporation. A copy of the proposed Certificate of Incorporation, By-laws,
and Merger Agreement will be available for inspection at the meeting, or can
be inspected at any time prior to the meeting at ARCA's corporate office.
They also comprise Exhibit O to the Exchange Agreement and can be downloaded
from the SEC website as described above.

The Delaware Certificate of Incorporation provides for the personal liability
of directors for monetary damage to the corporation or its shareholders for
breach of fiduciary duty as a director to be limited to the maximum extent
permitted by law. It also provides for the corporation to advance defense
costs and indemnify its directors, officers, and agents against third party
claims to the maximum extent permitted by law. The number of directors is
set
in the bylaws from time to time which the board can amend. The bylaws
initially provide for three authorized directors.
The Delaware Certificate of Incorporation authorizes 60 million shares of
common stock and 15 million shares of blank check preferred stock, all
$0.0001
par value. Under the Merger Agreement, ARCA (Agate)-New Jersey would be
merged into Agate and each shareholder of ARCA (Agate)-New Jersey
would receive one share of Agate for each share of ARCA (Agate)-New
Jersey owned. The reincorporation is expected to close shortly after the
Exchange Transaction.

6. Adoption of Stock Option Plan.

Agate currently has a stock option plan pursuant to which 3,000,000
common shares are reserved for issuance pursuant to the exercise of incentive
and non-statutory options granted to employees and consultants, including
officers and directors. ARCA's board has adopted the 1999 Stock Option Plan
(the "1999 Option Plan"), which is substantially identical to the Agate plan,
but reserving 4,500,000 instead of 3,000,000 common shares. The Board of
Directors or a committee of the board may grant options during the next ten
years under the 1999 Option Plan. Options may have a term of up to ten years
and may be granted at no less than 85% of fair market value of ARCA stock on
the date of grant. A copy of the 1999 Option Plan comprises Exhibit G to the
Exchange Agreement and is available from the Company or from the SEC website
described above.

Dissenters' Rights

Under N.J.S.A. 14:A10-3, you are entitled to dissent from the Exchange
Agreement and to be paid the fair value of your shares of ARCA.

To assert and enforce this right, you are required, under New Jersey law, to
follow the following procedure: deliver to Harry J. Santoro, President, at
215
West Main Street, Maple Shade, New Jersey, 08052, prior to the shareholders
meeting scheduled for June 28, 1999, your written notice of dissent, stating
that you intend to demand payment for the fair value of your shares, together
with your stock certificate(s) and a Medallion-guaranteed stock power for
such
certificate(s).

ARCA CORP'S PRESENT BUSINESS

ARCA CORP. ("ARCA" or the "Company") was incorporated on December 22, 1995 in
the State of New Jersey for the purpose of acquiring, developing and selling
residential real estate. The Company simultaneously formed Spring Village
Holdings, Inc., a New Jersey corporation, as a wholly owned subsidiary. The
discussion of the business of the Company set forth herein includes the
business of Spring Village Holdings, Inc.

The Company is currently engaged in two lines of business; owning and
operating income producing real estate, and the originating and servicing of
loans to businesses, generally secured by real estate or other business
assets
("business lending"), and to individuals, generally secured by vehicles or
other personal property ("consumer lending").

On December 31, 1995, the Company acquired through a subsidiary an 80%
controlling interest in a 124-unit apartment complex. ARCA secured bridge
financing to make certain improvements needed to refinance the property.
Upon
completion of the improvements, rents, occupancy and net cash flow increased
and the property was successfully refinanced on September 19, 1997.
Subsequent
to the refinancing, the Company has used its positive operating cash flow to
reduce debt.

On March 31, 1998, ARCA formed Beran Corp. and on May 28, 1998, entered into
business lending through the acquisition of the business lending operations
of
a real estate development company.

On November 24, 1998, Beran became a licensed lender in the State of New
Jersey. Beran entered into secured consumer lending in the first quarter of
1999.

The Company intends to utilize its contacts and business expertise to locate
and acquire additional properties, primarily apartments, preferably those
that
are undervalued or which can be acquired at less than fair value due to the
financial difficulties of their owners. There is no assurance that such
properties can be obtained under terms and conditions that are favorable to
the Company. The Company is in the process of expanding Beran Corp., its
subsidiary finance company. The Company is also pursuing the acquisition of
other businesses.

The most complete source of information concerning ARCA is contained in the
Company's Form 10KSB filed with the S.E.C. for the period ending December 31,
1998, and the subsequent filings made with the S.E.C., all of which can be
found on the S.E.C.'s "EDGAR" system by accessing the following web site:

http://www.sec.gov/cgi-bin/srch-edgar?0001006762

Upon request, ARCA will supply a copy of any of such documents to a
shareholder who does not have Internet access.

FORWARD LOOKING STATEMENTS

Certain statements made in this Information Statement are "forward looking
statements". Without limiting the generality of the foregoing, such
information can be identified by the use of forward- looking terminology such
as "anticipate", "will", "would", "expect", "intend", "plans to" or
"believes", or other variations thereon, or comparable terminology. Actual
results, performance or developments may differ materially from those
expressed or implied by such forward-looking statements as a result of market
uncertainties or industry factors. Some important factors that may cause
actual results that differ materially from those in any forward-looking
statements may include the availability of financing in the time frame
required, market acceptance of Agate products and services, competitive
pressures, and the ability to attract and retain key executive sales and
management personnel. ARCA and Agate each disclaims any obligation or
responsibility to update any such forward-looking statements.

<PAGE>
AGATE TECHNOLOGIES, INC.

DEFINITIONS

The following terms are used through out the description of Agate and
are
defined below for ease of reading:

1. Hot Swap: The ability to detach one device (such as a hard disk drive)
from a computer and attach another device without shutting the computer off
and rebooting.

2. Warm Swap: Similar to a hot swap except that application software is in
suspense and must be resumed on insertion of a new device.

3. Plug and Play: The ability after a hot swap to readily access the newly
attached device. Thus, in order to plug and play, one must be hot
swappable.

4. Interface Structure: The hardware structure of a computer which allows
peripherals to attach to it. PCs today typically use an IDE interface.

5. Device Bay: The standard proposed by an industry consortium involving
a
new interface and other features to allow both hot swap and plug and play.

6. DataReady(tm): A Company trademark used on products that have software
features to take advantage of their plug and play capability to provide
additional functionality to the user.

7. Dock: A piece of hardware fixed internally to a PC which allows the use
of an external data storage device (such as a hard disk drive).

8. Hot Spare: The ability to use an additional data storage device to back
up your main internal hard drive as you use your computer.

HISTORY OF THE COMPANY

Agate Technologies Inc. is a California corporation founded in January 1996.
Agate initial focus was to develop, customize, and market hot swap software
to the notebook OEM segment of the PC industry. The Company then applied its
hot swap technology to provide hot swap removable data storage devices
bundled
with software for PCs using today's IDE interface. These products include
the
Hot Data Shuttle and the DN-Exchange described in the "Agate Product Summary"
section below. The Company's goal is to become a market leader in hot swap
and hot-swap based hardware/software solutions emphasizing data mobility and
accessibility. These hot- swap based solutions will embody the Agate
DataReady(tm) concept to allow one-step operation for data availability.

INDUSTRY BACKGROUND

The corporate enterprise network supports the industry standard network
functions of data redundancy with features such as hot swap and hot spare. A
corporate enterprise network is required to scale easily with the dynamic
requirements of a changing organization. With unpredictable demands on the
system, the operator does not wish to take the network down to implement any
change to it. In case of a sub-system failure, the hot spare would take over
and the user community may be unaware of any failure while the operator
replaces the failed sub-system component(s). Today's PC does not readily
support these network friendly requirements of hot swap and hot spare.

Device Bay is an industry consortium effort to define a new universal plug
and
play device interface for the PC. Device Bay demonstrates industry's
awareness that today's PC in the enterprise without hot swap creates a weak
link in the corporate system/data availability paradigm. By achieving true
plug and play, Device Bay is expected to remove the obstacle of
non-compliance
to the enterprise by introducing a high level of system interoperability and
data availability to remote and mobile users. Unfortunately, the prospect of
this effort targets the introduction of a new interface with no backward
compatibility to the over 100 million corporate PCs in the enterprise.

The PC of today with its IDE interface needs equivalent functionality to the
Device Bay standard to allow seamless integration of desktop and notebook PCs
into the corporate enterprise. The low costs and performance advantages of
IDE should encourage a high degree of industry-wide acceptance of the
addition
of plug and play capability, thus encouraging broad base application
development for features that benefit the mobile enterprise.

AGATE'S POSITIONING

Agate is developing technology and a family of products centered around its
Data Ready concept to take advantage of the already pervasive ATAPI/IDE
interface and extend it beyond its normal scope of utility. Agate goal is
to introduce plug and play functionality while addressing the backward
compatibility need and cost concerns of the consumer. If successful, this
would encourage deployment of hot data exchange subsystems to the installed
base and the hot interchange of any ATAPI/IDE device on a common platform.
Agate technology is not limited to devices but can be extended to any level
of physical interface within the ATAPI/IDE architecture. This flexibility
opens OEM design windows to incorporate hot access to docking stations and
other features/functions that may be desirable in the future.

AGATE'S TECHNOLOGY

The IDE interface is the world's most pervasive device interface. It is
present at some level in all PC based architectures as well as Mac and some
Unix machines. The numerous advantages of IDE include global market
infrastructure, zero cost interface investment, and attractive storage price.
The virtues of Device Bay can be realized today if IDE can be made
generically
hot swappable and easily installable.

Agate plan is to capitalize on the attractiveness of the current IDE
interface with the addition of plug and play capability. Agate believes that
it is the industry leader in providing notebook OEMs with hot-swap
capability.
Agate more recently has started to provide generic warm swap software for
retail distribution and generic hot swap for mass-market desktop/notebook
consumption. When combined with Agate desktop dock products, Agate helps
today's PC to meet many of the objectives outlined by Device Bay for today's
corporate enterprise. With the growing needs of data access, security, and
management for the new mobile enterprise, Agate has developed a family of
DataReady(tm) products extending the plug and play capabilities of the PC
user
back into the enterprise backbone.

Agate provides the plug and play capability through a combination of
hardware,
software, and firmware. Agate has invested millions of dollars to develop
its
proprietary software and firmware which are protected by copyright and trade
secret laws.

PLAN OF DISTRIBUTION AND MARKETING

The Company's goal is to be the leading provider of data solutions for
notebook and desktop PCs by enhancing its core swap technology engine to
build
data solutions which provide portability, security, flexibility, easy
accessibility and availability of data in fixed and remote sites.

To achieve this, the Company plans to:

1. Expand the scope of its existing OEM relationships to target its new
product introductions,

2. Develop strategic OEM partnerships to establish industry recognition
and
gain major market share,

3. Strengthen and expand its existing distribution and VAR channels in the
USA,

4. Expand its sales representative channel focus to strengthen direct
sales
support and widen its market penetration, and

5. Increase its international presence through strategic distribution
partners and their channels

During the 15-month period ending March 31, 1999 (the end of the Company's
shortened three- month 1999 fiscal year), the Company's revenues consisted of
an estimated 38% in OEM royalties and customization fees; 16% in
hotchips/software; and the balance of about 46% in bundled software/hardware
products which include the Hot Data, Hot Data Shuttle and the DNExchange.

AGATE PRODUCT SUMMARY

DataReady(tm) Product Characteristics

All of Agate products are designed to be DataReady(tm). Thus, they take
advantage of their plug and play capability to provide the following
characteristics:

. User Friendly Plug and Play - allowing ready install/removal of any
storage device without requiring system shut down or additional knowledge
of
system operation.

. Transportability - inherently mobile, immutable, and easily migratable
de facto standard medium.

. Security - enhanced through readily available auxiliary storage devices
and data redundancy.

Current Products

Agate DataReady(tm) products available today are:

. ProSwap Generic warm swap software for both laptops and desktops.
Agate
has extended the plug and play, transportable, and security features and
benefits typically enjoyed with the floppy diskette down to the storage
device layer. This capability is designed into the critical components
necessary to support Agate strategically targeted markets.

. Hot Data a bundled solution built on top of the ProSwap hot swap
engine
allowing hot access to any 2.5" or 3.5" hard drives that may be shared with
other Agate DataReady(tm) systems.

. Hot Data Shuttle a bundled solution built on top of the ProSwap hot
swap engine allowing hot access to any 3.5" media device and may be
inter-exchanged with any other Agate DataReady(tm) System, thus providing
device type independence at the system level. (i.e. Floppy Drive, Hard
Drive, CD-ROM, DVD, ZIP, LS-120, TR-4, etc)

. DN- Exchange (DN-Boy) a bundled solution built on top of the ProSwap
hot swap engine allowing hot access and exchange of any 2.5" hard drive
with
any Agate DataReady(tm) desktop and notebook (w/ PCMCIA capability)

. ASIC Hot Chip for Desktop OEM - Hot chip with device driver software
combination allowing OEM design of hot swap functionality for removable
devices and/or docking stations for desktop PCs.

Planned Products

Building on the hot swap technology software engine, the Company hopes to
roll
out these other products over the near future:

. Hot Shadow - a software solution designed to be used directly with the
ProSwap software engine allowing 2nd hard drive mirroring and
full/incremental back up.

. Data Sync - a software solution designed on top of the ProSwap software
engine allowing for data synchronization and ultimately the ability to
share
and synchronize data with other Agate DataReady(tm) systems.

. PowerSwap - generic hot swap software derived from the ProSwap platform
which will be available off the shelf. It may be used for swapping varying
cold devices without having to add the ASIC Hot Chip configuration across
any PC platform.

MANUFACTURING

Commencing late 1997, the Company outsourced its manufacturing. Currently,
the Company's proprietary chip is manufactured in the United States,
electrical and mechanical components of its docking mechanism are
manufactured
in Taiwan, and the electrical components for Agate proprietary board are
made in Singapore.

Although Agate knows of no present impediments, there can be no assurance
that
it will be able to purchase and assemble its docking mechanism without
defects. In addition, there can be no assurance that the single source
suppliers will meet the Company's future requirements for timely delivery of
products of sufficient quality and quantity. The inability of Agate single
source suppliers to provide it with adequate supplies of high quality
products, or the loss of any of the Company's single source suppliers, could
cause a delay in the Company's ability to fulfill orders while the Company
identifies and certifies a replacement supplier, and could have a material
adverse effect upon the Company's business, financial condition and results
of
operations

The Company's objective in the area of hardware is to work with complementary
vendors (i.e. PC manufacturers, mobile rack manufacturers, and system
integrators), to modify the Company's proprietary chip and board design to
fit
vendors' products.

COMPETITION

The market for the Company's products is highly competitive and characterized
by rapid technological change, frequent new product introductions and
evolving
industry standards. The Company currently experiences competition from
various companies including Phoenix Technologies and Softex in hot-swap
software. In future versions of Windows 2000, Microsoft is targeting some
level of plug and play technology which may address IDE hot swap. There are
known smaller companies which are providing various IDE hardware/software
products. Makers of hardware products could compete with the Company's
bundled solutions by combining hot swap or plug and play capability which
they or third parties develop, with their hardware products.

Several of the Company's current and potential competitors have significantly
greater financial resources than the Company and as a result may be able to
respond more quickly to new and emerging technologies and standards and to
changes in customer requirements.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

The Company relies primarily on a combination of copyright and trademark
laws,
trade secrets, confidentiality procedures and contractual provisions to
protect its proprietary technology. For example, the Company licenses its
software pursuant to signed license agreements, which impose certain
restrictions on the licensees' ability to utilize the software. In addition,
the Company seeks to avoid disclosure of its trade secrets, including
requiring those persons with access to the Company's proprietary information
to execute confidentiality agreements with the Company and restricting access
to the Company's source code. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright
laws, which afford only limited protection.

Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of the Company's products or to obtain
and
use information that the Company regards as proprietary. Policing
unauthorized
use of the Company's products is difficult, and, while the Company is unable
to determine the extent to which piracy of its software products exists,
software piracy can be expected to be a persistent problem. In addition, the
laws of many countries do not protect the Company's proprietary rights to as
great an extent as do the laws of the United States. There can be no
assurance
<PAGE>
that the Company's means of protecting its proprietary rights will be
adequate
or that the Company's competitors will not independently develop similar
technology.

To date, the Company has not been notified that the Company's products
infringe the proprietary rights of third parties, but there can be no
assurance that third parties will not claim infringement by the Company with
respect to current or future products. The Company expects that software
product developers will increasingly be subject to infringement claims as the
number of products and competitors in the Company's industry segment grows
and
the functionality of products in different industry segments overlaps. Any
such claims, with or without merit, could be time-consuming, result in costly
litigation, cause product shipment delays or require the Company to enter
into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company or at all,
which could have a material adverse effect upon the Company's business,
operating results and financial condition.

EMPLOYEES

As of December 31, 1998, the Company employed 24 individuals of which 3 are
part time, 8 of whom were engaged directly in product development, quality
assurance and technical support, 10 in sales, marketing and related
activities
and 6 in finance and administration. The Company's success is highly
dependent
on its ability to attract and retain qualified employees. Competition for
employees is intense in the software industry. The loss of any of the
Company's senior management or other key research and development or sales
and
marketing personnel could have a material adverse effect on the Company's
business, operating results and financial condition.

FACILITIES

The Company's principal administrative, sales, marketing, support and product
development facility occupies 4,662 square feet in Fremont, California. The
lease expires in May 2000. The Company believes that existing facilities are
adequate to support the Company's activities for the foreseeable future.

LEGAL PROCEEDINGS

The Company's Malaysian subsidiary is subject to a claim presently being
asserted administratively by the former managing director for back wages and
severance pay. The Company has accrued the amount this person has offered
to
settle for, although it is possible that the actual liability could be
greater
or less than this amount as the Company does not currently intend to settle.

MANAGEMENT

Directors, Executive Officers and Key Employees

The directors, executive officers and key employees of the Company, their
positions with the Company and ages as of May 31, 1999 are as follows:

Name Age Position
Mr. Francis Khoo (1) 58 Chairman of the Board and Chief
Executive Officer

Ms. Shirley Ooi (1) 48 Chief Financial Officer and
Director

Mr. Vincent Ooi 32 President and Chief Technology
Officer

Mr. Gregory DeWitt 39 Vice President, Worldwide Sales

- -----------
(1) Member of the Stock Option Committee and Board of Directors of the
Company

Mr. Francis Khoo is one of the founding members of the Company. He has
served
as Chairman and Chief Executive Officer since inception of the Company in
January 1996. Mr. Khoo initially obtained a broad range of experience and
knowledge in the investment and financial services industry. He has followed
this up by becoming involved with several emerging growth businesses. His
career in financial services includes senior assignments at the Bank of
America, Dean Witter Reynolds and Shearson Lehman. In 1991, Mr. Khoo became
an entrepreneur and was both investor and director of a private US company
which ultimately went public.

Ms. Shirley Ooi has served as Chief Financial Officer and member of the Board
of Directors since she co-founded the Company in January 1996. Ms. Ooi has
over 20 years of experience in the investment and financial services
industry.
Prior to joining the Company, Ms. Ooi served as the Regional Managing
Director, Southeast Asia and Asia Representative for Bank Leu, a wholly owned
subsidiary of the Credit Suisse Group.

Mr. Vincent Ooi, a co-founder of the Company, has served as President since
March 1996. Prior to joining the Company, Mr. Ooi had worked with JTS, a
mass
storage technology company for one year as Director of Engineering. Before
this, Mr. Ooi spent 6 years in Conner Peripherals where he was involved in
various key engineering and management positions and helped develop and
patent
various firmware and software. Mr. Ooi is an Electrical Engineering graduate
from the Singapore Polytechnic.

Mr. Gregory DeWitt, Vice President, Worldwide Sales has more than 10 years
experience in sales. Prior to joining the Company, Mr. DeWitt was a Business
Manager with Epson Electronic America, Inc. He is a graduate of the
University of Alabama with Masters in Electrical Engineering.

Material Transactions with and Compensation of Management

Messrs. Khoo, Ooi, and DeWitt and Ms. Ooi have entered into
Confidentiality and Intellectual Property Agreements with the Company
assigning ownership of inventions they make to Agate and agreeing to maintain
the confidential of Agate confidential information. Employment is "at will"
meaning that either the Company or employee may terminate the employment
relationship for any or no reason.

Messrs. Khoo and Ooi and Ms. Ooi are parties to Employment Agreements
with Agate. These agreements provide for a base salary (currently $129,000
for Mr. Khoo, $110,000 for Mr. Ooi, and $108,000 for Ms. Ooi), to be
increased
each April for cost of living. In addition, they each receive an automobile
allowance and are to receive a bonus equal to 2% of the Company's net profits
capped at $500,000. To date, no bonuses have been paid as the Company has
not
been profitable. Mr. DeWitt earns a base salary at the per annum rate of
$90,000 and has a bonus plan based upon sales.

The Employment Agreements for Mr. Khoo and Ms. Ooi provide that
termination without cause results in six months severance pay; termination
with cause results in three months severance pay, and termination for
malfeasance results in no severance pay. Messrs. Khoo and Ooi and Ms. Ooi
also receive a housing allowance of up to $2,000 per month, airfare twice per
year for home leave to Singapore, and cost of storing belongings in Singapore
and relocating to Singapore when Company employment terminates. In addition,
there are provisions for tax equalization and payment for tax preparation
services by personal accountants who are the same as the Company's
accountants.

The cash and equity compensation paid during the past three years to the
Company's CEO and those executive officers making in excess of $100,000 in the
fiscal and calendar year ended December 31, 1998, were as follows:

<TABLE>
<S> <C> <C> <C> <C> <C>
Officer Name Year Salary Bonus Other Cash Securities Underlying
Options Granted that Year

Francis Khoo, CEO 1998 $127,095 $0 $6,500 150,000
1997 $120,000 $0 $6,500 0
1996 $22,750(1) $0 $1,500 300,000

Shirley Ooi, CFO 1998 $106,663 $0 $19,500 100,000
1997 $102,231 $0 $19,500 0
1996 $15,000(1) $0 $0 200,000

Vincent Ooi,
President/CTO 1998 $100,000 $0 $6,500 0
1997 $ 99,235 $0 $6,500 0
1996 $ 82,628(1) $0 $5,250 425,000(2)

(1) Reflects salary for partial year 1996.
(2) Stock issuance not Option. Mr. Ooi contributed certain intellectual
property and in exchange received 425,000 common shares.

Option Grants During 1998

The number of options granted to the persons listed above, and certain
data concerning them are as follows:

Name Securities Under- Percent of Total Exercise Termination
Lying Options Options Granted Price Date
in 1998

Francis Khoo 150,000 27 $1.50 9/30/98

Shirley Ooi 100,000 41 $1.50 9/30/98

Vincent Ooi 0 0 N/A N/A

These options become exercisable at the rate of 2 1/12% per month during the
four-year period starting on their grant date.

AGATE CAPITALIZATION

Financing History

Mr. Ooi contributed certain intellectual property and in exchange
received 425,000 common shares. Agate then raised its seed capital from an
offshore company called Pacific Rim Trading Co., Ltd. ("Pacific Rim").
Messrs. Khoo and Ooi, as well as Ms. Ooi, are investors in Pacific Rim and
together own a majority of the shares of Pacific Rim. During 1996, Pacific
Rim invested $570,000 in Agate at $0.1266 per share and therefore in exchange
received 4,500,000 common shares. Mr. Khoo and Ms. Ooi, along with Just
Gems,
Inc., another offshore company, invested an additional $123,000 at $0.1266
per
share. Later in 1996, Agate raised $300,000 at $0.50 per share from three
individual investors and $80,000 at $0.60 per share from three additional
individual investors. In the 1996-7 winter, Agate then raised approximately
$7.25 million by selling 2.075 million Series A preferred shares to four
investors at $3.50 per share. Agate plans to sell up to 500,000 common
shares
at $0.75 to several individual investors prior to the end of June, 1999.

Agate Shareholders

The holders of five percent (5%) or more of a class of Agate voting
shares, and of Agate officers and directors, are shown on the table below.
Series A Preferred Stock is non-voting; however, it is convertible into
Common
Stock which votes. Therefore, for purposes of determining 5% voting
shareholders, Common Stock has been considered separately as a class and
Common and Series A Preferred Stock have been considered together as a class.

Shareholder and
Office (if any) Common Series A Preferred Total
Shares Percent Shares Percent Shares Percent

Gregory DeWitt
VP, Sales &
Marketing(8) 0(5) 0 0 0 0

Just Gems, Inc. 750,000 9.8 0 0 750,000 7.7

Francis C.S. Khoo
Chairman, CEO(8) 684,375 9.0 0 0 684,375 7.0
(2)(4) (2)(4)

Shirley Ooi
CFO, Director 497,917 6.5 0 0 497,917 5.1
(3)(4) (3)(4)

Vincent Ooi
President, CTO 425,000(4) 5.6 0 0 425,000(4) 4.4

Pacific Rim
Trading(1) 4,500,000 59.2 0 0 4,500,000 46.5

Gordon Pan 500,000 6.6 0 0 500,000 5.2

Pitisan Sdn
Berhad 0 0 1,825,000 88 1,825,000 18.8

TOTAL 7,607,292(6) 100.0 2,075,000 100 9,682,292(6) 100.0

(1) Pacific Rim Trading Co., Ltd., a British Virgin Islands corporation
("Pacific Rim") has only one asset--the 4,500,000 Agate common shares. BVI
shareholders include Francis Khoo (21.6%), Shirley Ooi (21.6%), Vincent Ooi
(7.3%), and Just Gems, Inc. or its shareholder (20%).

(2) Includes 334,375 options exercisable within 60 days and excludes 115,625
options not exercisable within 60 days. Excludes any attribution of Agate
shares due ownership Pacific Rim.

(3) Includes 222,917 options exercisable within 60 days and excludes 77,083
options not exercisable within 60 days. Excludes any attribution of Agate
shares due to ownership of Pacific Rim.

(4) Excludes any attribution of Agate shares due to ownership of Pacific
Rim.

(5) Excludes 100,000 options not exercisable within 60 days.

(6) Includes 500,000 options held by persons listed above exercisable within
60 days.

(7) Vincent Ooi and Shirley Ooi are brother and sister.

(8) Gregory DeWitt is the son-in-law of Francis Khoo.

All owners have sole power to vote and dispose of the securities listed
above. All owners have addresses care of the Company. All officers serve at
the pleasure of the Board. All directors serve until the Company's next
annual shareholders meeting and until their successors are duly elected and
qualified.

Series A Preferred Stock

At present, Agate has both common and Series A Preferred Stock
outstanding. If Pitisan Sdn Berhad, who owns the bulk of the Series A
Preferred shares, elects to remain as a Series A Preferred shareholder of
Agate or to become a Series A Preferred shareholder of ARCA, then shares of
Series A Preferred Stock of one of the two corporations will remain
outstanding. Otherwise, they will all be converted into ARCA common stock.
In case the Series A Preferred of either ARCA or Agate is left outstanding,
their key rights, preferences and privileges are described below:

(a) Conversion. Each share of Series A preferred stock is convertible,
at the option of the holder, at any time into one share of Common Stock,
subject to pro rata adjustment for events such as stock splits. The
conversion ratio is not adjusted for dilutive issuances. The Series A
Preferred Stock is automatically converted into Common Stock upon the
occurrence of a public offering with gross proceeds of at least $5 million,
upon approval of a majority of the outstanding shares of Series A Preferred
Stock, or when fewer than 150,000 shares of Series A Preferred Stock are
outstanding.

(b) Liquidation: In the event of liquidation, dissolution, or winding
up of the Company, other than in connection with a merger or sale of all or
substantially all of the assets of Company, the holders of the Series A
Preferred Stock and Parity Preferred Stock (see (g) below) receive certain
distributions prior to the distribution of the remaining balance to common
shareholders. The amount of this priority distribution is $3.50 per share in
the case of Series A Preferred Stock plus declared but unpaid dividends
thereon. In the event that the full priority distribution may not be made,
the Parity Preferred Stock and Series A Preferred Stock share in the
distribution so that each series receives the same percentage of its
respective priority distribution.

(c) Voting: Series A Preferred Stock will have no voting rights except
for series voting rights provided under California law to modify or amend the
rights of the Series A Preferred Stock, create a series of stock senior to
the
Series A Preferred Stock reclassify or reverse split the Series A Preferred
Stock, or cancel accrued dividends.

(d) Dividends: Dividends are paid when, as, and if declared by the
Board of Directors. Dividends are not cumulative. No dividends shall be
paid
on the Common Stock in any given year unless a dividend is paid on the Series
A Preferred Stock and Parity Preferred Stock. The dividend preference on the
Series A Preferred Stock is equal to 5% of the sales price of the Series A
Preferred Stock ($0.175).

(e) Redemption: The Company may redeem any or all of the Series A
Preferred Stock upon sixty days notice. Holders of the Series A Preferred
Stock may convert their Series A Preferred Stock into Common Stock upon
receipt of such notice at any time prior to five days preceding the
redemption
date.

(f) Covenants: As long as 60% of the Series A Preferred Stock remains
outstanding, the Company shall not, without the consent of a majority of the
outstanding Series A Preferred Stock: (a) amend the Articles of Incorporation
or bylaws to the material detriment of the holders of the Series A Preferred
Stock; (b) authorize or issue shares of class having a preference or priority
over the Series A Preferred Stock as to dividends or assets; or (c)
reclassify
any shares of Common Stock into shares having a preference or priority over
the Series A Preferred Stock as to dividends or assets.

(g) Parity Preferred Stock: The Company may create one or more series
of Parity Preferred Stock at any time as desired by its Board of Directors
without the approval of its shareholders. Parity Preferred Stock is
Preferred
Stock which is convertible into Common Stock, but not on terms more favorable
than those of the Series A Preferred Stock, votes on an as-converted basis,
and has liquidation and dividend rights similar to those of the Series A
Preferred Stock but based upon the original issue price of such Parity
Preferred Stock.

SELECTED FINANCIAL INFORMATION

It is anticipated that for financial accounting purposes the Exchange
Transaction will be considered to be an acquisition of ARCA by Agate (i.e. a
reverse acquisition) and will be accounted for using the purchase method of
accounting. As ARCA's business operations will not be assumed by Agate, they
will not be included when showing the performance of the company resulting
from the Exchange Transaction.

The accompanying financial information was derived from the historical
financial statements of Agate. They are not intended to present on a
proforma
basis the historical financial results of Agate under the purchase method of
accounting. Accordingly, no adjustment has been made for goodwill,
intangible
assets, amortization or minority interest. Should the Exchange Transaction
occur, such proforma financial disclosures, if any, will be provided in
subsequent filings. The accompanying financial statements are the unaudited
historical financial statements of Agate, and may not be indicative of future
results.

The consolidated statement of operations data for the period from January 17,
1996 (date of inception) to December 31, 1996 and the year ended December 31,
1997 are derived from financial statements of the Company that have been
audited. The management of Agate does not believe the audited financial
statements for fiscal 1998 and for the three months ended March 31, 1999 will
differ materially from the information below.
(Agate has elected to change its fiscal year from December 31 to March 31
starting in 1999.) Audited financial statements are expected to be available
by July 31, 1999. The audit report for fiscal 1996 and 1997 and for fiscal
1998 ended December 31, 1998, and the three months ended March 31, 1999, will
be
included in the Form 8-K expected to be filed with the SEC prior to the end
July. The following selected financial data is qualified in its entirety by,
and should be read in conjunction with, the Company's consolidated financial
statements and the related notes thereto which will be contained in such
audit reports.

Period
from 1/17/96 Three Months
(date of inception) Year Ended Year Ended Ended
to 12/31/96 12/31/97 12/31/98 3/31/99
(Consolidated) (Consolidated) (Consolidated)(Consolidated)
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

STATEMENTS OF
OPERATIONS
DATA:

Net Sales -0- $36,443 $947,549 $405,870
Cost of Sales -0- 8,854 304,852 163,332
--------- -------- --------- ----------
Gross Profit -0- 27,589 642,696 242,538

Operating Expenses:
Research &
Development 431,159 974,719 889,000 178,283
Sales &
Marketing 161,944 767,295 1,009,479 311,705
General &
Administrative 798,758 887,980 911,527 190,929
ATI Closure
Expenses -0- -0- 6,165 143,835
--------- -------- --------- ----------
Total Operating
Expenses 1,391,861 2,629,994 2,816,171 842,752
---------- --------- --------- ----------
Operating Loss (1,391,861) (2,602,405) (2,173,475) (582,214)

Interest and
Other income -0- 170,813 164,330 26,786
Interest
expense -0- 4,408 6,242 7,443
---------- --------- --------- ----------
Loss before
income taxes ($1,391,861) ($2,436,000) ($2,015,387) ($562,871)
============ ============ ============ ==========
Income tax (800) (800) (397) -0-

Loss after
income tax ($1,392,661) ($2,436,800) ($2,015,784) ($562,871)

12/31/96 12/31/97 12/31/98 3/31/99
(Consolidated) (Consolidated) (Consolidated)(Consolidated)
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

BALANCE SHEET
DATA:

Cash, cash
equivalents and
restricted cash $82,794 $4,615,242 $2,491,308 $2,162,499
Working capital (73,594) 4,609,683 2,606,087 2,074,564
Total Assets 149,763 5,131,809 3,408,125 2,972,755
Long term debt
less current
portion -0- 48,848 9,475 4,798
Retained
earnings
(deficit) (1,391,661) (3,829,461) (5,845,245) (6,408,116)
Cumulative
translation
adjustment -0- (32,719) (47,958) (48,092)
Total
shareholders
(deficit)
equity (14,930) 4,817,140 2,772,810 2,223,112

RISK FACTORS

Ownership of the Company's stock entails several material risks,
including, without limitation, the following risks.

1. Lack of Profitability. The Company has never been profitable. There
can
be no assurance that it ever will become profitable.

2. Need for Further Financing. The Company currently has cash on hand of
approximately $2 million. At its current burn rate, this cash will last
only approximately one year if sales and expenses continue at their current
levels. Although the Company would not intend to maintain its expense
level
if the Company's sales do not increase, there can be no assurance that the
Company will not run out of cash in one year unless future financing is
achieved. There can be no assurance that future financing can be obtained
at all, or on terms favorable to the Company.

3. Concentration of Control. The Company, after the Exchange Transaction,
will be controlled in the majority by Francis Khoo and Vincent and Shirley
Ooi through their ownership individually and through Pacific Rim.

4. Key Current Personnel. Francis Khoo and Vincent and Shirley Ooi are all
critical to the Company's success. Loss of any one of them would be
materially detrimental.

5. New Personnel Needed. The Company intends to recruit a chief operating
officer who will be critical to the success of the company. There can be
no
assurance that such person will be located. Also the Company needs to
retain current and recruit additional engineering talent which is difficult
in the intensely competitive job market of Silicon Valley.

6. New Markets. The Company is looking for new OEMs and markets and
distribution channels for its soon-to- be-released products. There can be
no assurance that the Company will be successful in these regards.

7. Bundling. The Company will be dependent upon the hardware products of
third parties in its bundling deals. There can be no assurance that the
Company will be able to locate bundling partners or that the terms of any
bundling arrangement will be advantageous to the Company

8. Competition. Competition in the data storage industry is intense and
most competitors are larger and better financed than the Company.

9. Thin Market. Agate stock has never been publicly traded. ARCA stock
was
very thinly traded. The three market makers sold less than 10,000 shares
during the first five months of 1999. There can be no assurance that any
trading market will develop for the Company's stock.

10. Supply of Stock. Currently only 450,000 shares are available for
trading under SEC rules. Three months after the closing 100,000 shares
become available and six months after the closing date an additional
450,000
become available. Eleven and one half months after the closing date an
additional 500,000 become available for trading and twelve months after the
closing date, approximately 13,500,000 shares become available for trading.
The large availability of shares for trading in the future could affect the
market adversely and drive the market price down.

11. Intellectual Property. The Company currently relies primarily on
constant innovation and trade secret law to protect its intellectual
property along with copyright law for the software executable coed. Should
the Company not innovate continually, someone could reverse engineer the
Company's products and develop better products. The Company has applied for
a patent; however, there can be no assurance that any patent will be
granted, and if one is granted, that it will contain valid claims which are
broad enough to cover products marketed by competitors.

12. Technological Change. Third parties could develop products and
technologies which obsolete those of the Company.

13. Subordination. The Company's common stock is subordinate to any
Series A Preferred Stock which may result from the Exchange Transaction if
Agate preferred shareholders elect to receive ARCA preferred stock. In
addition, the Company's common stock will be subordinate to any future
preferred stock that the Company creates and issues. No vote of the
Company's
common shareholders is required to issue preferred stock.

14. New Products. The future of the Company is largely dependent upon
its development of the "Data Availability" products described above. While
these products are largely developed, their refinement and the elimination
of bugs through customer testing have not yet occurred. There can be no
assurance that these products will be successfully or timely completed.
Software products in general tend to be delayed beyond companies'
expectations.

15. Manufacturing. The Company's custom ASIC HotChip is sole sourced.
The Company attempts to reduce the adverse impact a problem with the
supplier could cause by maintaining a safety stock; however, there can be
no
assurance that the Company would be able to replace this supplier in the
event of problems before its safety stock ran out.

EXHIBIT O
DELAWARE CERTIFICATE OF INCORPORATION,
BY-LAWS

CERTIFICATE OF INCORPORATION

AGATE TECHNOLOGIES, INC.
____________________________________

The undersigned, a natural person (the "Sole Incorporator"), for the purpose
of organizing a corporation to conduct the business and promote the purposes
hereinafter stated, under the provisions and subject to the requirements of
the laws of the State of Delaware hereby certifies that:

The name of this corporation is Agate Technologies, Inc.
II

The address of the registered office of this corporation in the State of
Delaware is c/o The Corporation Trust Company, The Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the
Corporation in the State of Delaware at such address is The Corporation Trust
Company.

III

The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").

The corporation is authorized to issue two classes of stock, which shall be
designated respectively "Common Stock" and "Preferred Stock".

A. Common Stock. The number of shares of Common Stock which the
corporation
is authorized to issue is Seventy Five Million (75,000,000), each having a
par
value of one one - thousandth of one cent ($.00001).

B. Preferred Stock.

(1) Number of Authorized Shares. The number of shares of Preferred Stock
which the corporation is authorized to issue is Fifteen Million (15,000,000),
each having a par value of one one-thousandth of one cent ($.00001).

(2) Authority of the Board of Directors to Issue. The Preferred
Stock may be issued in one or more series. The Board of Directors is
authorized, by filing a Certificate of Designations (a "Preferred Stock
Designation") pursuant to the DGCL, to fix the number of any such series of
Preferred Stock, and to determine the designation of any such series, in
accordance with the requirements of the DGCL. The Board of Directors is
further authorized to determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease (but not
below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issuance of shares of that
series.
C. Series A Preferred Stock.

(1) Designation; Number; Initial Sales Price; Parity Preferred Stock.
(a) The initial series of preferred stock shall be designated
"Series A Preferred Stock".

(b) The number of shares constituting the Series A Preferred Stock
shall be Two Million Seventy Five Thousand (2,075,000).

(c) The "Initial Sales Price" of a series of Preferred Stock shall
mean the sales price of the initial shares sold of such series of Preferred
Stock. The "Initial Sales Price" of the Series A Preferred Stock is Three
Dollars and Fifty Cents ($3.50).
(d) Any series of Preferred Stock whose rights, preferences,
privileges, restrictions, number, and designation are fixed in a resolution
adopted by the Corporation's Board of Directors as set forth in one or more
certificates of determination filed subsequently to the filing of this
Certificate of Incorporation are hereby defined as "Parity Preferred Stock,"
provided that shares of such series shall be convertible into Common Stock,
shall have one vote per share of Common Stock into which such shares may be
converted if such shares are voting shares, and are on a parity with the
Series A Preferred Stock in payment of dividends and upon liquidation, based
upon the Initial Sales Price of the respective series.

(2) Dividend Rights.

(a) No dividend (payable other than in Common Stock of the
corporation) may be paid on or declared or set apart for the Common Stock in
any one fiscal year unless a dividend at the rate of five percent (5%) of the
Initial Sales Price is paid on, or declared and set apart for, each share of
Series A Preferred Stock, and the applicable designated dividend is paid on,
or declared and set apart for, each share of Parity Preferred Stock. The
amount of any such dividend shall be prorated for a share of Series A
Preferred Stock or Parity Preferred Stock which is not issued and outstanding
for an entire fiscal year.

(b) After the dividends to which the holders of Series A Preferred
Stock and Parity Preferred Stock are entitled have been paid or declared and
set apart in any one fiscal year of the Corporation, if the Board of
Directors
shall elect to declare additional dividends out of funds legally available
therefor in that fiscal year, such additional dividends shall be allocated
among the holders of the Common Stock in proportion to the number of shares
held by them.
(c) The dividends on the Series A Preferred Stock and Parity
Preferred Stock shall be paid out of any assets legally available therefor,
when, as and if declared by the Board of Directors. Dividends on the Series
A Preferred Stock and Parity Preferred Stock shall not be cumulative and no
rights shall accrue to the holders of the Series A Preferred Stock or Parity
Preferred Stock in the event the Corporation shall fail to declare or pay
dividends on the Series A Preferred Stock and Parity Preferred Stock in the
amount of five percent (5%) of the Initial Sales Price per share per fiscal
year or in any amount in any prior year of the Corporation, whether or not
the earnings of the Corporation in that previous fiscal year were sufficient
to pay such dividends in whole or in part.

(d) In the event the Board of Directors of the Corporation
declares dividends in a fiscal year in an amount less than the aggregate of
all the dividend preferences of the Series A Preferred Stock and Parity
Preferred Stock, then the entire amount of dividends declared by the Board of
Directors shall be distributed ratably among the holders of the Series A
Preferred Stock and Parity Preferred Stock such that the same percentage of
the annual dividend to which each series of Preferred Stock is entitled is
paid on each share of Series A Preferred Stock and Parity Preferred Stock.

(3) Liquidation Preference.

(a) In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the corporation, no distribution shall be made
on the shares of Common Stock without first making a distribution on the
shares of Series A Preferred Stock equal to (i) the amount of the Initial
Sales Price per share for each share of Series A Preferred Stock, plus (ii)
all declared but unpaid preferred dividends thereon; and on the shares of
Parity Preferred Stock equal to the applicable liquidation preference
designated therefor. After such payment to the holders of the Series A
Preferred Stock and Parity Preferred Stock, the remaining proceeds, if any,
shall be allocated among the holders of the Common Stock in proportion to the
numbers of shares held by them. If upon occurrence of such event the assets
and property thus distributed among the holders of the Series A Preferred
Stock and Parity Preferred Stock shall be insufficient to permit the payment
to such holders of the full preferential amount, then the entire assets and
property of the corporation legally available for distribution shall be
distributed ratably among the holders of the Series A Preferred Stock and the
Parity Preferred Stock such that each holder of Series A Preferred Stock and
Parity Preferred Stock receives the same percentage of (x) with respect to
the
holder's shares of Series A Preferred Stock, the sum of (A) the Initial Sales
Price of shares of the series plus (B) declared but unpaid dividends; and (y)
with respect to the holder's shares of Parity Preferred Stock, the
liquidation
preference thereof.

(b) A merger of the corporation with or into any other corporation
or corporations, or a sale of all or substantially all of the assets of the
Corporation, shall be deemed to be a liquidation, dissolution, or winding up
within the meaning of this subparagraph.
(4) Conversion Privilege.

(a) Right to Convert. Any holder of shares of Series A Preferred
Stock may, at the option of the holder, at any time after the date of
issuance and not later than five (5) days prior to any Redemption Date
provided for in Section C(5)(c) of this Article IV, below, or a merger or
sale
of all or substantially all of the assets of the corporation, convert all or
any part of the holder's shares of Series A Preferred Stock into shares of
Common Stock at the rate (adjusted as appropriate pursuant to paragraph
(4)(c), below) of one and one-half (1.5) shares of Common Stock for each one
(1) share of Series A Preferred Stock to be converted, by surrendering the
certificate or certificates for the shares of Series A Preferred Stock at the
principal executive office of the corporation, duly endorsed to the
corporation, together with written notice of intention to convert. In the
event a date is fixed for redemption of the shares of Series A Preferred
Stock
pursuant to Section C(5) of this Article IV, below, or a Redemption Notice is
given pursuant to paragraph (5)(c) of Section C, below, this conversion
privilege must be exercised no later than five (5) days prior to the
Redemption Date or a sale of all or substantially all of the assets of the
corporation.
(b) Mechanics of Conversion. Before any holder of Series A
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, the holder shall surrender the certificate or certificates for the
shares to be converted, duly endorsed, at the office of the Corporation or of
the transfer agent for the preferred stock, and shall give written notice by
mail, postage prepaid, to the Corporation at its principal corporate office,
of the election to convert the shares. The notice shall state the name or
names in which the certificate or certificates for the shares of Common Stock
are to be issued. The Corporation shall as soon as practicable thereafter
issue and deliver at its principal corporate office to the holder of
preferred
stock, or to the nominee or nominees of the holder, a certificate or
certificates for the number of shares of Common Stock to which the holder
shall be entitled by virtue of the conversion. The conversion shall be
deemed
to have been made immediately prior to the close of business on the date of
the surrender of the shares of preferred stock to be converted, and the
person
or persons entitled to receive the shares of Common Stock issuable upon the
conversion shall be treated for all purposes as the record holder or holders
of the shares of Common Stock as of that date. No fractional shares of
Common
Stock shall be issued upon conversion of preferred stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to the fraction multiplied by the Initial
Sales Price of the Series A Preferred Stock.

(i) Splits, Combinations or Reorganizations. In the event that at any
time after the first issuance of the Series A Preferred Stock the outstanding
shares of Common Stock shall be (A) subdivided or split into a greater number
of shares of Common Stock; (B) combined or consolidated, by reclassification
or otherwise, into a lesser number of shares of Common Stock; or (C) changed
into a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification, or otherwise, the
holders
of the shares of Series A Preferred Stock shall upon conversion thereof
receive the stock or securities, as applicable, to which the holder would
have
been entitled had the holder held, at the time of said split, subdivision,
combination, consolidation, reorganization, or reclassification, the same
number of shares of Common Stock as the number of Series A Preferred Stock
converted, and had the holder thereafter during the period from the date of
that event to and including the date of conversion, retained the stock or
securities receivable by them as aforesaid during that period, subject to all
other adjustments called for during such period under this paragraph (4)(c)
with respect to the rights of the holders of the Series A Preferred Stock.

(ii) Other Distributions. In the event the corporation at any
time after the date of the first issuance of the Series A Preferred Stock
makes, or fixes a record date for, the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in the
securities of the corporation, then the holders of the shares of Series A
Preferred Stock shall upon conversion thereof receive, in addition to the
number of shares of Common Stock receivable thereupon, the stock or
securities
to which the holder would have been entitled had the holder held, at the time
of the dividend or other distribution, the same number of shares of Common
Stock as the number of Series A Preferred Stock converted, and had the holder
thereafter during the period from the date of that event to and including the
date of conversion, retained the stock or securities receivable by them as
aforesaid during that period, subject to all other adjustments called for
during such period under this Section c with respect to the rights of the
holders of the Series A Preferred Stock.

(d) Automatic Conversion. All outstanding shares of Series A
Preferred Stock also shall be deemed automatically converted into fully paid
and nonassessable shares of Common Stock at the rate (adjusted as appropriate
pursuant to paragraph (4)(c)(i) of this Section C, above) of one and one-half
(1.5) shares of Common Stock for each one (1) share of Series A Preferred
Stock upon the earlier to occur of:

(i) The consummation of an underwritten public offering of
the
Common Stock of the corporation to the general public pursuant to a
registration statement filed with, and declared effective by, the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended,
in
which the per share price is at least the Initial Sales Price of the Series A
Preferred Stock and from which the corporation receives at least Five Million
dollars ($5,000,000); or

(ii) The consent of the holders of a majority of the
outstanding shares of Series A Preferred Stock; or

(iii) That time, after the initial issuance date of any
shares of Series A Preferred Stock, at which less than one hundred fifty
thousand (150,000) shares of Series A Preferred Stock remain outstanding.

(e) Reservation of Shares Issuable Upon Conversion. Shares of
Series A Preferred Stock converted as herein provided may not be reissued.
The
corporation shall at all times reserve and keep available, out of its
authorized but unissued shares of Common Stock, solely for the purpose of
conversion of its shares of Series A Preferred Stock, such number of shares
of
Common Stock as shall be sufficient to effect the conversion of all shares of
Series A Preferred Stock from time to time outstanding, and the corporation
shall obtain and keep in force such permits as may be required in order to
enable the corporation lawfully to issue and deliver such number of shares of
Common Stock.

(5) Redemption.

(a) The corporation may, at any time it may lawfully do so, at the option of
the Board of Directors, redeem in whole or in part the Series A Preferred
Stock by paying in cash therefor a sum (the "Series A Redemption Price")
equal
to (i) the Initial Sales Price of the Series A Preferred Stock plus (ii)
declared but unpaid dividends thereon.
(b) The corporation shall not be required to redeem all or part of the
Series
A Preferred Stock because it is redeeming all or part of any other series of
preferred stock. In the event the Board of Directors elects to partially
redeem the Series A Preferred Stock, the method of selecting the shares to be
redeemed shall be at the discretion of the Board of Directors of the
corporation.

(c) At least sixty (60) days prior to the date fixed for any redemption
pursuant to this Section C(5) (the "Redemption Date"), the corporation shall
mail written notice (the "Redemption Notice"), first class postage prepaid,
to
each holder of record (at the close of business on the business day next
preceding the day on which notice is given) of the preferred stock to be
redeemed, at the address last shown on the records of the corporation for the
holder or given by the holder to the corporation for the purpose of notice
(or
if no such address appears or is given at the place where the principal
executive office of this corporation is located), notifying the holder of the
redemption to be effected, specifying the number of shares to be redeemed
from
the holder, the Redemption Date, the Redemption Price, the place at which
payment may be obtained and the date on which the holder's conversion
privileges (as defined in Section C(4) of this Article IV, above) as to the
shares terminate; and calling upon the holder to surrender to the
corporation,
in the manner and at the place designated, the certificate or certificates
representing the holder's shares to be redeemed.

(d) On or before the Redemption Date, each holder of shares called for
redemption shall surrender the certificate or certificates for the shares to
be redeemed to the corporation at the place designated in the Redemption
Notice, and thereupon shall be entitled to receive payment of the Redemption
Price on the Redemption Date, unless the holder has exercised the conversion
privilege as hereinabove provided. If less than all of the shares
represented
by such certificates are redeemed, the corporation shall as promptly as
practicable issue a new certificate for the unredeemed shares.

(e) From and after the Redemption Date, unless there shall have been a
default in payment of the Redemption Price, all rights of the holders of
shares called for redemption as holders of Series A Preferred Stock (except
the right to receive the Redemption Price without interest upon surrender of
their certificate or certificates) shall cease with respect to those shares,
and those shares shall not thereafter be transferred on the books of the
corporation or be deemed to be outstanding for any purpose whatsoever.
Shares
of Series A Preferred Stock redeemed as herein provided may not be reissued.

(6) Voting Rights.

(a) Except as otherwise required by law or as provided in paragraph (6)(b),
below, the holders of the Series A Preferred Stock shall have no voting
rights
and shall not be entitled to vote on any matters brought to the shareholders
of the Corporation.
(b) Each of the following require the affirmative vote of a majority of (i)
the shares of Series A Preferred Stock then outstanding, voting together as a
class, and (ii) the Voting Stock of the corporation, as such term is defined
in Article V, Section A(3), below:
(i) Any exchange, reclassification, or cancellation of all or part of the
outstanding shares of Series A Preferred Stock, including a reverse stock
split but excluding a stock split;

(ii) Any exchange, and the creation of any right of exchange, of all or part
of the shares of any other class of the corporation into shares of Series A
Preferred Stock;
(iii) Any change in the rights, preferences, privileges, or restrictions
of the Series A Preferred Stock;

(iv) The creation of any new class of shares of the corporation having
rights,
preferences, or privileges prior to those of the Series A Preferred Stock,
and
any increase in the rights, preferences, or privileges, or the authorized
number of shares, of any class of stock having rights, preferences, or
privileges prior to the shares of Series A Preferred Stock;
(v) Any division of the Series A Preferred Stock into series having
different
rights, preferences, privileges, or restrictions, and any authorization to
the
Board of Directors of the corporation to effect any such division; and
(vi) Any cancellation or other change that would affect dividends on the
Series A Preferred Stock which have accrued but not yet been paid.
(7) Repurchase of Shares. Each holder of an outstanding share of Series A
Preferred Stock shall be deemed to have consented, to the extent required by
law, to the distributions made by the corporation in connection with the
repurchase of shares of Common Stock issued to or held by consultants,
independent contractors, vendors, or customers upon termination of their
services or failure to fulfill certain conditions pursuant to agreements
providing for the right of said repurchase between the corporation and such
persons at the same price per share such persons paid therefor.

(8) Covenants. In addition to any other rights provided by law, as long as
sixty percent (60%) of the originally issued shares of Series A Preferred
Stock shall remain outstanding, the corporation shall not, without first
obtaining the affirmative vote or written consent of the holders of not less
than a majority of the outstanding shares of the Series A Preferred Stock:
(a) Amend or repeal any provision of, or add any provision to, the
corporation's Certificate of Incorporation or By-laws if such action would
materially and adversely alter or change the preferences, rights, privileges
or powers of, or the restrictions provided for the benefit of, the Series A
Preferred Stock authorized hereby;
(b) Authorize or issue shares of any class of stock having any preference or
priority as to dividends or assets superior to any such preference or
priority
of the Series A Preferred Stock; or

(c) Reclassify any shares of Common Stock into shares having any preference
or priority as to dividends or assets superior to those of the Series A
Preferred Stock.
Notwithstanding the foregoing, the designation and authorization of the
issuance of any shares of Parity Preferred Stock shall not require a class
vote of the Series A Preferred Stock except as otherwise required by the
DGCL.

(9) Notices. Any notice required by the provisions of this Article IV to be
given to the holders of the Series A Preferred Stock shall be deemed given if
deposited in the United States Mail, postage prepaid, and addressed to each
holder of record at the holder's address appearing on the books of the
Corporation.

For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation, and regulation of the
powers of the corporation, of its directors, and of its stockholders or any
class thereof, as the case may be, it is further provided as follows.
A. Board of Directors.

(1) Authority of the Board of Directors. The management of the business and
the conduct of the affairs of the corporation shall be vested in its Board of
Directors. The number of directors which shall constitute the whole Board of
Directors shall be set forth in the bylaws and may be changed from time to
time by amendment to the bylaws as provided therein and herein.
(2) Terms of Directors. Subject to the rights (if any) of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, directors shall be elected at each annual meeting of
stockholders for a term of one year. Each director shall serve until his
successor is duly elected and qualified or until his death, resignation, or
removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

(3) Removal of Directors. Subject to the rights (if any) of the
holders of any series of Preferred Stock, the Board of Directors, or any
individual director, may be removed from office at any time, with or without
cause, by the affirmative vote of the holders of a majority of the voting
power of all the then-outstanding shares of voting stock of the corporation
entitled to vote at an election of directors (the "Voting Stock").

(4) Vacancies on the Board. Subject to the rights (if any) of the
holders of any series of Preferred Stock, any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal, or
other causes, and any newly created directorships resulting from any increase
in the number of directors, shall, except as otherwise provided by law, be
filled only by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of Directors, and not by
the stockholders, unless the Board of Directors determines by resolution that
any such vacancies or newly created directorships shall be filled by the
stockholders. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the director for
which
the vacancy was created or occurred and until such director's successor shall
have been elected and qualified.

B. Stockholders.

(1) Amendment of the Bylaws. The stockholders of the corporation may alter
or amend the corporation's Bylaws, or adopt new Bylaws, by the affirmative
vote of not less than a majority of the voting power of all of the
then-outstanding shares of the Voting Stock of the corporation. The Board of
Directors shall also have the power to adopt, amend, or repeal Bylaws.
(2) Special Meetings of the Stockholders. Special meetings of the
stockholders of the corporation may be called, for any purpose or purposes,
by
(i) the Chairman of the Board of Directors, (ii) stockholders entitled to
cast
not less than a majority of the total authorized voting power of the
corporation entitled to cast votes on the matters to be considered at the
special meeting, or (iii) the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board of Directors for
adoption).
If a special meeting of the stockholders is called in accordance with clauses
(i) or (ii) of this Article V (B)(2), the Board of Directors shall fix the
date on which such meeting shall be held; provided that such date shall fall
between thirty-five (35) and one hundred twenty (120) days after the date on
which such a meeting has been called.

(3) Stockholder Nominations and Proposals. Advance notice of
stockholder nominations for the election of directors and of proposals and
other business to be brought by stockholders before any meeting of the
stockholders of the corporation shall be given in the manner provided in the
Bylaws of the corporation.

A. Liability of Directors. To the fullest extent permitted by the
DGCL,
no director of the corporation shall be personally liable to the corporation
or its stockholders for monetary damages for any breach of fiduciary duty as
a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) in connection with any unlawful declaration or payment of
dividends, stock redemptions, or stock repurchases under Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. If, after the date on which this Certificate of
Incorporation is initially filed, the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director shall be eliminated or limited to the
fullest
extent permitted by the DGCL as so amended.

B. Indemnification. This corporation is authorized to provide
indemnification of its officers, directors, and other agents for breach of
duty to the corporation and its stockholders through Bylaw provisions or
through agreements with its officers, directors, or agents, or both, to the
fullest extent permitted under Section 145 of the DGCL, including subsection
(f) thereof, subject only to any limits on such excess indemnification which
may be provided in the DGCL.
C. Effect of Amendment. Any repeal or modification of this Article VI
shall
be prospective only and shall not affect any person's rights under this
Article VI as it was in effect at the time of the alleged occurrence of any
act or omission to act giving rise to liability or indemnification.
VII

A. Amendments. The corporation reserves the right to amend, alter,
change, or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, except
as
provided in Section B of this Article VII, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
B. Limitations on Amendment of Articles V, VI, and VII.
Notwithstanding any other provisions of this Certificate of Incorporation, or
any provision of applicable law which might otherwise permit a lesser vote or
no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this
Certificate of Incorporation, or the terms of any class of Preferred Stock,
shares of which may be issued and outstanding at any given time, the
affirmative vote of the holders of at least a majority of the Voting Stock of
all classes, voting together as a single class, shall be required to alter,
amend or repeal Articles V, VI and VII, or any of them.

VIII

The name and the mailing address of the Sole Incorporator are as follows:

NAME
Philip S. Boone, Jr.

MAILING ADDRESS
C/o Rosenblum, Parish & Isaacs, PC
555 Montgomery Street, 15th Floor
San Francisco, CA 94111

IN WITNESS WHEREOF, this Certificate has been subscribed this 8th day of
June, 1999, by the undersigned, who affirms that the statements made herein
are true and correct.

_________________________
Philip S. Boone, Jr.
Sole Incorporator

BY-LAWS

AGATE TECHNOLOGIES, INC.

As Adopted June __, 1999

ARTICLE I. Offices

Section 1. Principal Office. The principal executive office and place
of business of the corporation (hereafter called the "principal office") is
fixed and located at:

46782 Lakeview Boulevard
Fremont, CA 94538

The Board of Directors shall have the authority from time to time to change
the principal office from one location to another by amending this Section 1.

Section 2. Registered Office. The registered office of the corporation in
Delaware is located as set forth in the Certificate of Incorporation. The
Board of Directors may by resolution change such location and shall then make
appropriate filings with the Delaware Secretary of State and the Office of
the Recorder for the county in which the new registered office is located.

Section 3. Other Offices. One or more branches or other subordinate offices
may at any time be fixed and located by the Board of Directors at such place
or places within or without the State of California as it deems appropriate.

ARTICLE II. Meetings of Stockholders

Section 1. Place of Meetings. Meetings of the stockholders shall be held at
any place within or outside the State of Delaware that may be designated by
the Board of Directors. If no such designation is made, the meetings shall be
held at the principal office of the corporation designated in Section I.1 of
these By-Laws.

Section 2. Annual Meetings.

(a) Commencing with the year 2000, the annual meeting of the stockholders
shall be held on the last Wednesday of September in each year, if not a legal
holiday, and if a legal holiday, then on the next succeeding business day, at
the hour of 2:00 P.M., at which time the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before
the meeting.

(b) If the annual meeting of stockholders shall not be held on the date
above specified, the Board of Directors shall cause such a meeting to be held
as soon thereafter as convenient, and any business transacted or election
held at such meeting shall be as valid as if transacted or held at an annual
meeting on the date above specified.

Section 3. Special Meetings.

(a) Special meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by (i) the Chairman of the Board of Directors,
(ii) stockholders entitled to cast not less than a majority of the total
authorized voting power of the corporation entitled to cast votes on the
matters to be considered at the special meeting, or (iii) the Board of
Directors pursuant to a resolution adopted by a majority of the total number
of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is
presented to the Board of Directors for adoption). If a special meeting of
the stockholders is called in accordance with clauses (i) or (ii) of this
Section 3(a), the Board of Directors shall fix the date on which such meeting
shall be held; provided that such date shall fall between thirty-five (35)
and one hundred twenty (120) days after the date on which such a meeting has
been called.
(b) In order for a special meeting to be called by any person or persons
other than the Board of Directors, a written request for such meeting,
specifying the general nature of the business proposed to be transacted,
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board of Directors, the
Chief Executive Officer, or the Secretary of the corporation (or to the Chief
Executive Officer or Secretary of the corporation in the event that the
meeting is called by the Chairman). No business may be transacted at such
special meeting otherwise than as specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than sixty (60) nor more than one hundred twenty (120)
days after the date of the receipt of the request. Upon determination of the
time and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders entitled to vote, in accordance with
the provisions of Sections 4 and 9 of this Article II. If the notice is not
given within sixty (60) days after the receipt of the request, the person or
persons requesting the meeting may set the time and place of the meeting and
give the notice. Nothing contained in this paragraph shall be construed as
limiting, fixing, or affecting the time when a meeting of stockholders called
by action of the Board of Directors may be held.

Section 4. Notice of Stockholders' Meetings.

(a) Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given not less than ten
(10) (or if sent by third-class mail, thirty (30) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote
thereat. Such notice shall state the place, date and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to
be transacted, and no other business may be transacted, or (ii) in the case
of the annual meeting, those matters which the Board of Directors, at the
time of the mailing of the notice, intends to present for action by the
stockholders, but any proper matter may be presented by the Board of
Directors at the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at
the time of the notice to be presented by the Board for election.

(b) Notice of a stockholders' meeting shall be given either personally or
by first or third class mail or other means of written communication,
addressed to the stockholder at the address of such stockholder appearing on
the books of the corporation or given by the stockholder to the corporation
for the purpose of notice; or if no such address appears or is given, at the
place where the principal office of the corporation is located. The notice
shall be deemed to have been given at the time when delivered personally or
deposited in the mail postage prepaid or sent by other means of written
communication. No notice need to be given to those stockholder specified in
Section 230 of the Law. An affidavit of the Secretary or an Assistant
Secretary or the transfer agent of the corporation that notice has been given
shall in the absence of fraud, be prima facie evidence of the facts stated
therein.

Section 5. Quorum. At any meeting of the stockholders, a majority of the
shares of the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum for the transaction of business. The
affirmative vote of a majority of the shares, present in person or
represented by proxy at the meeting and entitled to vote on the subject
matter, at a duly held meeting at which a quorum is present, shall be the act
of the stockholders, unless the vote of a greater number or voting by classes
is required by the Law, or the Certificate of incorporation or By-Laws of
this corporation. Stockholders present at a valid meeting at which a quorum
is initially present may continue to do business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by a
majority of the shares originally present at the time the quorum was
determined and which shares are entitled to vote on the subject matter.

Section 6. Adjourned Meeting.

(a) Any annual or special stockholders' meeting may be adjourned from time
to time, even though a quorum is not present, by the vote of the holders of a
majority of the voting shares represented at the meeting either in person or
by proxy, provided that in the absence of a quorum, no other business may be
transacted at the meeting except as provided in Section SECTION5 of these
By-Laws.

(b) Notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than
thirty (30) days or it after adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 7. Waiver or Consent by Stockholders. The transactions of any
meeting of stockholders, however called and noticed, and wherever held, are
as valid as though had at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, not present in
person or by proxy, signs a written waiver of notice of the meeting. All such
waivers shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute
a waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at nor the purpose of any regular or special meeting of
stockholders need be specified in any written waiver of notice.

Section 8. Action Without Meeting.

(a) Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Such written consent may be signed in counterparts and, in order
to be effective, shall bear the date of signature of each stockholder who
signs the consent and be delivered within sixty (60) days of the earliest
dated consent to the corporation's registered office in Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. To be effective, delivery made to the corporation's registered
office shall only be by hand or by certified or registered mail, return
receipt requested; delivery to the principal place of business or to an
officer or agent of the corporation may be made also by other means. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

(b) Any stockholder giving a written consent, or the stockholder's
proxyholders, or a transferee of the shares or a personal representative of
the stockholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents
of the number of shares required to authorize the proposed action have been
filed with the Secretary of the corporation, but may not do so thereafter.
Such revocation is effective upon its receipt by the Secretary of the
corporation.

Section 9. Record Date and Voting Rights.

(a) Except as otherwise provided by law, only persons in whose names shares
entitled to vote stand on the stock records of the corporation at the close
of business on the record date fixed by the Board of Directors as provided in
Section V.l for the determination of stockholders of record shall be entitled
to notice of and to vote at such meeting of stockholders. If no record date
is fixed, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the business day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; the record date for determining
stockholders entitled to give consent to corporate action in writing without
a meeting, when no prior action by the Board is required, shall be the day on
which the first written consent is given, and if such Board action is
required, shall be the day that the Board adopted a resolution taking such
action; and the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto. Unless the Board of Directors chooses
to fix a new record date for an adjourned meeting, the record date for the
adjourned meeting shall be that of the original meeting.

(b) Except as may be otherwise provided in the Certificate of
Incorporation, the holder of each outstanding share, regardless of class,
shall be entitled to one vote for each share held on each matter submitted to
a vote of stockholders. The voting of shares held in a fiduciary capacity,
held of record by two or more persons, or which are pledged or subject to a
voting agreement or trust shall be determined by and subject to Sections 217
and 218 of the Law. Voting may be by voice or ballot, provided that any
election of directors must be by ballot upon the demand of any stockholder
made at the meeting and before the voting begins.

Section 10. Proxies. Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares. All
proxies must be in writing and must be signed by the stockholder confirming
the proxy or his attorney-in-fact. No proxy shall be valid after the
expiration of three years from the date thereof unless otherwise provided in
the proxy. Every proxy continues in full force and effect until revoked by
the person executing it prior to the vote pursuant thereto, unless the proxy
states that it is irrevocable and if, and only so long as, it is coupled with
an interest sufficient in law to support an irrevocable proxy. Except for
such irrevocable proxies, such revocation may be effected by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and
presented to the meeting, or as to any meeting, by attendance at such meeting
and voting in person by the person executing the proxy. The dates contained
on the forms of proxy presumptively determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.

Section 11. Inspectors of Election.

(a) In advance of any meeting of stockholders the Board of Directors may
appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons
so appointed fail to appear or refuse to act, the chairman of any meeting of
stockholders may, and on the request of any stockholder or a stockholder's
proxy shall appoint inspectors of election (or persons to replace those who
so fail or refuse) at the meeting. The number of inspectors shall be either
one or three. If appointed at a meeting on the request of one or more
stockholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed. If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.

(b) The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and effect
of proxies, receive votes, ballots or consents, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when the polls
shall close, determine the result and do such acts as may be proper to
conduct the election or vote with fairness to all stockholders.

Section 12. List of Stockholders. The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be opened to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

Section 13. Nominations and Proposals.

(a) The Board of Directors of the Corporation may nominate candidates for
election as directors of the corporation and may propose such other matters
for approval of the stockholders as the Board deems necessary or appropriate.

(b) Nominations for election of members of the Board of Directors may also
be made by any holder of any outstanding class of capital stock of the
corporation entitled to vote for the election of Directors. Notice of
intention to make any such nominations under this paragraph must be made in
writing and must be received by the Secretary, at the principal offices of
the corporation, by the close of business on a date which is not less than
120 days prior to the meeting; provided, however, that in if less than 120
days' notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made; and provided, further, that public disclosure shall in
all cases be deemed to have been made of any annual meeting held on the date
specified in these By-Laws. Such notification must contain the following
information: (i) the name and address of each proposed nominee; (ii) the
principal occupation of each proposed nominee; (iii) the number of shares of
capital stock of the corporation owned of record or beneficially by each
proposed nominee; (iv) the name and residence address of the notifying
stockholder; (v) the number of shares of capital stock of the corporation
owned by the notifying stockholder; (vi) whether the proposed nominee has
ever been convicted of or pleaded nolo contendere to any criminal offense
involving dishonesty or breach of trust, filed a petition in bankruptcy, or
been adjudged bankrupt; and (vii) any other information relating to such
nominee that is required to be disclosed in solicitation proxies for the
election of directors or is otherwise required to be provided by the
stockholder pursuant to Section 14A of the Securities Exchange Act of 1934,
as amended. The notification shall also (A) be signed by the nominating
stockholder and by each nominee, (B) be accompanied by a written consent to
be named as a nominee for election as a Director from each proposed nominee,
and (C) confirm the accuracy of all of the above-described information
contained in the notice. Nominations not made in accordance with these
procedures shall be disregarded by the chairman of the meeting, and upon his
instructions, the Inspector(s) of Election shall disregard all votes cast for
each such nominee.

(c) No proposal by any person other than the Board of Directors shall be
submitted for the approval of the stockholders at any regular or special
meeting of the stockholders of the corporation unless written notice of such
proposal shall have been given by the person advancing such proposal and
actually received by the Secretary of the corporation, at the principal
offices of the corporation, by the close of business on a date which is not
less than 120 days prior to the meeting; provided, however, that if less than
120 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made; and provided, further, that public disclosure
shall in all cases be deemed to have been made of any annual meeting which is
held on the date specified in these By-Laws. Such notice must be either
delivered to the Secretary or mailed to and received by the Secretary Such
notice shall be signed and dated by the person advancing the proposal (the
"Proposing Stockholder"), and shall disclose (i) the name and address(es) of
the person or group advancing the proposal, (ii) the number of shares of
stock in the corporation owned of record or beneficially by the Proposing
Stockholder, (iii) any material interest of such person or persons, or of
persons affiliated with them, in the proposal, and (iv) such other
information concerning the person making such proposal and the proposal
itself as would be required by the appropriate Rules and Regulations of the
Securities and Exchange Commission to be included in a proxy statement
soliciting proxies for the proposal.

ARTICLE III. Directors; Management

Section 1. Powers. Subject to any provisions of the Certificate of
incorporation and the By-Laws of this corporation, and of the Delaware
General Corporation Law (the "DGCL") limiting the powers of the Board of
Directors or reserving powers to the stockholders, the Board shall, directly
or by delegation, manage the business and affairs of the corporation and
exercise all corporate powers permitted by law.

Section 2. Number and Qualification of Directors. The authorized number of
directors shall be three (3), unless and until changed from time to time by a
proper amendment to this Section 2 duly adopted by the Board of Directors or
the stockholders of the corporation. A reduction in the authorized number of
directors shall not remove any director prior to the expiration of such
director's term of office. Directors need not be stockholders of the
corporation.

Section 3. Election and Term of Office. The directors shall be elected
annually by the stockholders at the annual meeting of the stockholders;
provided, that if for any reason, said annual meeting or an adjournment
thereof is not held or the directors are not elected thereat, then the
directors may be elected at any special meeting of the stockholders called
and held for that purpose. The term of office of the directors shall, except
as provided in Section III.4, begin immediately after their election and
shall continue until their respective successors are elected and qualified or
until earlier resignation or removal.

Section 4. Removal of Directors. A director may be removed from office by
the Board of Directors if he is declared of unsound mind by an order of court
or convicted of a felony. Any or all of the directors may be removed from
office with or without cause by a vote of stockholders holding a majority of
the outstanding shares entitled to vote at an election of directors.

Section 5. Vacancies.

(a) A vacancy or vacancies on the Board of Directors shall exist on the
death, resignation, or removal of any director, or if the authorized number
of directors is increased or the stockholders fail to elect the full
authorized number of directors. Any director may resign by giving written
notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors of the corporation, which resignation shall be effective
upon the giving of such notice, unless the notice specifies a later time for
the effectiveness of such resignation.

(b) Vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the Board, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations shall
become effective.

(c) If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a
majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least 10 percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office as aforesaid, which election shall be governed by Section 211 of the
DGCLas far as applicable. Otherwise, the stockholders shall not be entitled
to fill a vacancy or newly created directorship except at an annual meeting
or at a special meeting called pursuant to Section 3 of Article II, above,
for such purpose. Notwithstanding the foregoing, if at any time, by reason of
death or resignation or other cause, the corporation should have no directors
in office, then any officer or any stockholder or an executor, administrator,
trustee or guardian of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders in accordance with the Certificate of Incorporation
or the bylaws, or may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the Law.

Section 6. Place of Meetings. Regular and special meetings of the Board of
Directors shall be held at any place within or outside the State of Delaware
that is designated by resolution of the Board or, either before or after the
meeting, consented to in writing by all the Board members. If the place of a
regular or special meeting is not fixed by resolution or written consents of
the Board, it shall be held at the corporation's principal office.

Section 7. Organizational Meetings. Immediately following each annual
stockholders' meeting, the Board of Directors shall hold an organizational
meeting to organize, elect officers, and transact other business. Notice of
this meeting shall not be required.

Section 8. Other Regular Meetings. The Board of Directors may, by
resolution, fix anytime, date and place for other regular meetings of the
Board of Directors; provided, however, that any director not present at the
meeting at which such resolution was adopted receives notice of the adoption
of such resolution and the time and place of such meetings prior to the first
regular meeting held pursuant to such resolution. Such notice of the adoption
of the resolution must comply with the notice provisions of Section 11,
below, as if the first regular meeting were a special meeting. After the
first regular meeting held pursuant to such resolution, no notice of regular
meetings held pursuant to this paragraph and such resolution shall be
required.

Section 9. Special Meetings.

(a) Special meetings of the Board of Directors for any purpose or purposes
may be called at any time or place by the Chairman of the Board, by the
President, or if both the Chairman of the Board and the President are absent,
are unable or refuse to act, by any Vice President, or by any two directors.

(b) Notice of the time and place of special meetings shall be given in any
one of the following manners:

(i) if delivered in person or by telephone, such notice shall be delivered
at least forty-eight (48) hours prior to the time the meeting is to be held.
Such notice may be communicated either to the director or to a person at the
home or business of the director when the person delivering the notice has
reason to believe such person will promptly communicate it to the director.
Such notice shall be considered delivered when the person noticing the
meeting believes in good faith that the notified person has heard and
acknowledged the notice;

(ii) if delivered by telegram, such notice shall be delivered to a common
carrier, charges prepaid, for transmission to the director at least
forty-eight (48) hours prior to the time the meeting is to be held. Delivery
to a common carrier shall be due and legal notice to such director;

(iii) if delivered by overnight courier service, including without limitation
such services as Express Mail and Federal Express, such notice shall be
delivered to such courier service, charges prepaid, for delivery to the
director no later than two days prior to the day upon which the meeting is to
be held. Delivery to a courier service shall be due and legal notice to such
director;

(iv) if delivered by facsimile transmission, such notice shall be either
delivered to a common carrier, charges prepaid, for transmission to the
director or transmitted by or under the direction of the person giving notice
to the director at least forty-eight (48) hours prior to the time the meeting
is to be held. Delivery to a common carrier or transmission of a facsimile
shall be due and legal notice to such director;

(v) if delivered by first-class mail, such notice shall be deposited in
the United States mail, postage prepaid, at least four (4) days prior to the
date of the meeting to be held. Deposit in the U.S. mail shall be due and
legal notice to such director.

(c) The notice need not specify the place of the meeting if the meeting is
to be held at the principal office of the corporation.

Section 10. Quorum. A majority of the authorized number of directors, but in
no event less than two (2) (unless the authorized number of directors is one
(1)), shall constitute a quorum for the transaction of business, except to
adjourn a meeting under Section 12, below. Every act done or decision made
by a majority of the directors present at a meeting at which a quorum is
present shall be regarded as the act of the Board of Directors, unless the
vote of a greater number is required by law, the Certificate of
Incorporation, or these By-Laws. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by a majority of the required
quorum for such meeting.

Section 11. Contents of Notice and Waiver of Notice. Neither the business to
be transacted at, nor the purposes of any regular or special Board meeting
need be specified in the notice or waiver of notice of the meeting. Notice
of a meeting need not be given to any director who signs a waiver of notice
of the meeting either before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice
to said director. All such waivers shall be filed with the corporate records
or made a part of the minutes of the meeting.

Section 12 Adjournment. A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place
are fixed at the meeting being adjourned, except that if the meeting is
adjourned for more than twenty-four (24) hours such notice shall be given
prior to the adjourned meeting to the directors who were not present at the
time of the adjournment.

Section 14. Telephone Participation. Members of the Board of Directors may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such
meetings can hear one another. Such participation constitutes presence in
person at such meeting.

Section 15. Action Without Meeting. The Board of Directors may take any
action without a meeting that may be required or permitted to be taken by the
Board at a meeting, if all members of the Board individually or collectively
consent in writing to the action. The written consent or consents shall be
filed in the minutes of the proceedings of the Board. Such action by written
consent shall have the same effect as a unanimous vote of directors.

Section 16. Fees and Compensation. Directors and members of committees shall
receive neither compensation for their services nor reimbursement for their
expenses unless these payments are fixed by resolution of the Board of
Directors.

Section 17. Certain Corporate Loans and Guaranties. The corporation may make
loans of money or property to, or guarantee the obligations of, or otherwise
assist any officer or other employee of the corporation or of its subsidiary,
including any officer or employee who is a director of the corporation or its
subsidiary, or adopt an employee benefit plan or plans authorizing such loans
or guaranties, upon the approval of the Board of Directors alone if the Board
of Directors determines that such a loan or guaranty or plan may reasonably
be expected to benefit the corporation.

ARTICLE IV. Officers

Section 1. Officers. The officers of the corporation shall be a Chairman of
the Board, a President, a Secretary, a Treasurer, and a Chief Technical
Officer. The corporation may also have, at the discretion of the Board of
Directors, one or more Vice Presidents, one or more Assistant Secretaries,
one or more Assistant Treasurers, and any other officers who may be appointed
under Section 3, below. Any two or more offices, except those of President
and Secretary, may be held by the same person.

Section 2. Election. The officers of the corporation, except those appointed
under Section 3, below, shall be chosen annually by the Board of Directors,
and each shall hold his office at the pleasure of the Board of Directors
until he resigns or is removed or otherwise disqualified to serve, or his
successor is elected and qualified.

Section 3. Subordinate Officers. The Board of Directors may appoint, and may
authorize the President to appoint, any other officers that the business of
the corporation may require, each of whom shall hold office for the period,
have the authority, and perform the duties specified in the By-Laws or by the
Board of Directors.

Section 4. Removal and Resignation.

(a) Any officer may be removed with or without cause either by the Board of
Directors at any regular or special Board meeting or, except for an officer
chosen by the Board, by an officer on whom the power of removal may be
conferred by the Board.

(b) Any officer may resign at any time by giving written notice to the
Board, the President, or the Secretary of the corporation. An officer's
resignation shall take effect when it is received or at any later time
specified in the resignation. Unless the resignation specifies otherwise, its
acceptance by the corporation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed in these By-Laws for regular appointments to the office.

Section 6. Chairman of the Board.

(a) The Chairman of the Board shall be the corporation's chief executive
Officer and general manager and shall, subject to the control of the Board,
have general supervision, direction, and control over the corporation's
business and officers. He shall have the general powers and duties of
management usually vested in a corporation's chief executive officer, as well
as any other powers and duties that are prescribed by the Board or these
By-Laws; and shall be primarily responsible for carrying out all orders and
resolutions of the Board.

(b) The Chairman of the Board shall also preside as chairman at
all meetings of the directors and stockholders at which he is present, and
shall be, ex officio, a member of all standing committees of the Board.

Section 7. President. The President shall be the corporation's chief
operating officer, with such responsibilities and authority as the Board of
Directors or the Chairman of the Board shall delegate. If the Chairman is
unreachable in the event of an emergency, or is disabled or dies, the
President shall so notify the Board and, subject to supervision by the Board,
shall temporarily perform such duties of the Chairman as are appropriate in
the circumstances. When so acting temporarily, the President shall have all
the powers of the Chairman, subject to such limitations thereon as may be
imposed by the Board. In the absence of the Chairman, or if he is unable or
refuses to act, the President shall preside at all meetings of the directors
and stockholders of the corporation.

Section 8. Vice Presidents. The corporation may, but need not, have one or
more Vice Presidents. The Vice Presidents shall have such responsibilities
and authority as the Board of Directors or the Chairman of the Board shall
delegate. If the President is absent or is unable or refuses to act, the Vice
Presidents in order of their rank as fixed by the Board of Directors or, if
not ranked, the Vice President designated by the Board, shall perform all the
duties of the President, and when so acting shall have all the powers of, and
be subject to all the restrictions on, the President. Each Vice President
shall have any other powers and perform any other duties that are prescribed
for him by the Board or the By-Laws.

Section 9. Executive Vice President. The corporation may, but need not, have
an Executive Vice President. If appointed or elected, the Executive Vice
President shall have such management responsibilities and authority as the
Board of Directors or the Chairman of the Board shall delegate. He shall also
be the first in rank of the Vice Presidents, such that if the President is
absent or is unable or refuses to act, the Executive Vice President shall be
the next in succession to perform the duties of the President.

Section 10. Secretary.

(a) The Secretary shall keep or cause to be kept, and be available at the
principal office and any other place that the Board of Directors specifies, a
book of minutes of all directors' and stockholders' meetings. The minutes of
each meeting shall state the time and place that it was held, whether it was
regular or special, if a special meeting, how it was authorized, the notice
given, the names of those present or represented at stockholders' meetings,
and the proceedings of the meetings. A similar minute book shall be kept for
any committees, if required by the Board.

(b) The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the stockholders' names and addresses, the
number and classes of shares held by each, the number and date of each
certificate issued for these shares, and the number and date of cancellation
of each certificate surrendered for cancellation.

(c) The Secretary shall give, or cause to be given, notice of
all directors' and stockholders' meetings required to be given under these
By-Laws or by law, shall keep the corporate seal in safe custody, and shall
have any other powers and perform any other duties that are prescribed by the
Board or the By-Laws.

Section 11. Treasurer.

(a) The Treasurer, or another officer designated by the Board of Directors,
shall be the corporation's chief financial officer and shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts
of the corporation's properties and business transactions, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

(b) The corporation's chief financial officer shall deposit all money and
other valuables in the name and to the credit of the corporation with the
depositories designated by the Board of Directors. He shall disburse the
corporation's funds as ordered by the Board of Directors; shall render to the
President and directors, whenever they request it, an account of all his
transactions as the corporation's chief financial officer and of the
corporation's financial condition; and shall have any other powers and
perform any other duties that are prescribed by the Board of Directors or the
By-Laws.

(c) If required by the Board of Directors, the corporation's chief
financial officer shall give the corporation a bond in the amount and with
the surety or sureties specified by the Board for faithful performance of the
duties of his office and for restoration to the corporation of all its books,
papers, vouchers, money, and other property of every kind in his possession
or under his control on his death, resignation, retirement, or removal from
office.

Section 12. Chief Technical Officer.

(a) The Chief Technical Officer, or another officer designated by the Board
of Directors, shall be the senior technical officer of the corporation. He
or she shall be responsible for the creation and maintenance of appropriate
records as to the design, technical specifications, and performance criteria
of the corporation's products.

(b) As directed by the Board of Directors and the Chairman of the Board,
the Chief Technical Officer shall be responsible for research and technical
development of existing and future products of the corporation.

Section 13. Representation of Shares of Other Corporations. The Chairman of
the Board, the President, any Vice President, the Treasurer, the Secretary or
Assistant Secretary of this corporation, or any other person authorized by
the Board of Directors or the President or a Vice President, is authorized to
vote, represent, and exercise on behalf of this corporation all rights
incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to
do so by proxy or power of attorney duly executed by such person having the
authority.

Section 14. Authority and Duties of Officers. In addition to the foregoing
authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of
the corporation as may be designated from time to time by the Board of
Directors or the stockholders.

ARTICLE V. General Corporate Matters

Section 1. Record Date and Closing of Stockbooks. The Board of Directors
may fix a time in the future as a record date for determining stockholders
entitled to notice of and to vote at any stockholders' meeting, entitled to
consent to corporate action, or entitled to receive payment of any dividend,
or other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, commission or exchange of stock or for the
purpose of any other lawful action. The record date for determining the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, shall not, however, be more than sixty (60) nor
less than ten (10) days prior to the date of such meeting. The record date
for determining the stockholders entitled to consent to corporate action in
writing without a meeting shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the board of
directors. The record date for determining the stockholders entitled to
receive payments of any dividend or other distribution or allotment of any
rights or for determining the stockholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, shall not be more than sixty (60) days prior to such
action. If a record date is fixed for a particular meeting or event, only
stockholders of record on that date are entitled to notice and to vote and to
receive the dividend, distribution, or allotment of rights, or to exercise
the rights, as the case may be, notwithstanding any transfer of any shares on
the books of the corporation after the record date.

Section 2. Corporate Records and Inspection by Stockholders and Directors.

(a) The corporation shall, either at its principal office or at such place
or places as designated by the Board of Directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, books of minutes of meetings or consents of the Board of
Directors, committees thereof, and stockholders and other records. Any
stockholder of record, in person or by attorney or other agent, shall, upon
five days' prior written demand under oath stating the purpose thereof, have
the right during the usual hours for business to inspect for any proper
purpose the corporation's stock ledger, a list of its stockholders, and its
other books and records and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interest as
a stockholder. In every instance where an attorney or other agent is the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office in
Delaware or at its principal place of business.

(b) Every director shall have the absolute right at any time and for any
reason to inspect and copy all books, records and documents of every kind and
to inspect the physical properties of the corporation and its subsidiary
corporations, domestic or foreign. The inspection by a director may be made
in person or by agent or attorney and includes the right to copy and make
extracts. The Court of Chancery is hereby vested with the exclusive
jurisdiction to determine whether a director is entitled to the inspection
sought. The Court may summarily order the corporation to permit the director
to inspect any and all books and records, the stock ledger, and the stock
list and to make copies or extracts therefrom. The Court may, in its
discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper.

(c) If, and for so long as, the corporation either maintains
its principal executive offices in the State of California or customarily
holds the meetings of its Board of Directors in that State ("California
Tenancy"), a stockholder or stockholders who hold at least five percent (5%)
in the aggregate of the outstanding voting shares of the corporation, or who
hold at least one percent (1%) of such voting shares and have filed a
Schedule 14A with the United States Securities and Exchange Commission, shall
have an absolute right to do either or both of the following: (i) inspect
and copy the record of stockholders' names and addresses and stockholdings
during usual business hours, upon five (5) business days' prior written
demand upon the corporation; or (ii) obtain from the transfer agent for the
corporation, upon five (5) business days' prior written demand, and upon the
tender of the transfer agent's usual charges for such a list (the amount of
which charges shall be stated to the stockholder by the transfer agent upon
request), a list of the names and addresses of the stockholders who are
entitled to vote for the election of directors, and their stockholdings, as
of the most recent record date for which the list has been compiled or as of
a date specified by the stockholder subsequent to the date of demand. The
record of stockholders also shall be open to inspection and copying by any
stockholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose
reasonably related to the stockholder's interests as a stockholder or holder
of a voting trust certificate. Inspection and copying may be made in person
or by agent or attorney.

Section 3. Checks, Drafts, Evidences of Indebtedness. All checks, drafts,
or other orders for payment of money, notes, and all mortgages, or other
evidences of indebtedness, issued in the name of or payable to the
corporation, and all assignments and endorsements of the foregoing, shall be
signed or endorsed by the person or persons and in the manner specified by
the Board of Directors.

Section 4. Corporate Contracts and Instruments; How Executed. Except as
otherwise provided in the By-Laws, officers, agents or employees must be
authorized by the Board of Directors to enter into any contract or execute
any instrument in the corporation's name and on its behalf. This authority
may be general or confined to specific instances.

Section 5. Stock Certificates. One or more certificates for shares of the
corporation's capital stock shall be issued to each stockholder for any of
his shares that are fully paid up. The corporate seal or its facsimile may be
fixed on certificates. All certificates shall be signed by the Chairman of
the Board, President, or a Vice President and the Secretary, Treasurer, or an
Assistant Secretary. Any or all of the signatures on the certificate may be
facsimile signatures. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate
has ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

Section 6. Lost Certificates. No new share certificate that replaces an old
one shall be issued unless the old one is surrendered and conceded the same
time; provided, however, that if any share certificate is lost, stolen,
mutilated, or destroyed, the President and Secretary may cause to be issued a
new certificate replacing the old one on any terms and conditions, including
a bond or other reasonable arrangement for indemnification of the
corporation, that the President may specify.

Section 7. Reports to Stockholders. The following provisions shall
apply during California Tenancy (as that term is defined in Section 2(c),
above):

(a) The requirement for the annual report to stockholders
referred to in Section 1501(a) of the California Corporations Code is hereby
expressly waived so long as there are less than one hundred (100) holders of
record of the corporation's shares. The Board of Directors shall cause to be
sent to the stockholders such annual or other periodic reports as it
considers appropriate or as otherwise required by law.

(b) In the event the corporation has one hundred (100) or more holders of
its shares, an annual report complying with Section 1501(a), and when
applicable Section 1501(b), of the California Corporations Code shall be sent
to the stockholders not later than one hundred twenty (120) days after the
close of the fiscal year and at least fifteen (15) (or, if sent by
third-class mail, thirty-five (35)) days prior to the annual meeting of
stockholders to be held during the next fiscal year.

(c) If no annual report for the last fiscal year has been sent to
stockholders, the corporation shall, upon the written request of a
stockholder made more than one hundred twenty (120) days after the close of
the fiscal year, deliver or mail to the person making the request within
thirty (30) days thereafter the financial statements referred to in Section
1501(a) for that year.

(d) A stockholder or stockholders holding at least five
percent (5%) of the outstanding shares of any class of the corporation's
stock may make a written request to the corporation for an income statement
of the corporation for the three-(3) month, six-(6) month, or nine (9) month
period of the current fiscal year ended more than thirty (30) days prior to
the date of the request and a balance sheet of the corporation as of the end
of that period and, in addition, if no annual report for the last fiscal year
has been sent to stockholders, the statements referred to in Section 1501(a)
for the last fiscal year. The statements shall be delivered or mailed to the
person making the request within thirty (30) days thereafter. A copy of the
statements shall be kept on file in the principal office of the corporation
for twelve (12) months and they shall be exhibited at all reasonable times to
any stockholder demanding an examination of them or a copy shall be mailed to
such stockholder. The income statements and balance sheets referred to in
Section 1501(a) shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that the financial statements were
prepared without audit from the books and records of the corporation.

Section 8. Construction;. Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
the DGCL shall govern the construction of these By-Laws. Without limiting the
generality of this provision, the singular number includes the plural, the
plural number includes the singular, all masculine references include the
feminine, and the term "person" includes both a corporation and a natural
person.

ARTICLE VI. Amendments

By-Laws may be adopted, amended or repealed by either the affirmative vote or
written consent of stockholders owning a majority of the outstanding shares
entitled to vote or by the Board of Directors.

ARTICLE VII. Committees of the Board

Section 1. Creation of Committees. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of one or more directors,
to serve at the pleasure of the Board and with such authority and
organization as the Board may from time to time determine. The Board may
designate one or more directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee. The
appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified for voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.

Section 2. Powers of Committees. Any such committee, to the extent provided
in the resolution of the Board, shall have and may exercise powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers that may require it; but no such committee shall
have the power or authority to

(a) Amend the Certificate of Incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors as provided in
Section 151(a) of the Law, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, share of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation
or fix the number of shares of any series of stock or authorize the increase
or decrease of the shares of any series),

(b) Adopt an agreement of merger or consolidation under Sections 251 or 252
of the Law,

(c) Recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets,

(d) Recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution; or

(e) Amend the By-Laws of the corporation.

Section 3. Limitations on the Powers of Committees. Notwithstanding
anything contained in Section 2 of this Article, unless the Board resolution
establishing the committee, the By-Laws, or the Certificate of Incorporation
expressly so provide, no committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock, or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Law.

Section 4. Chairmen; Minutes. The Board shall designate a chairman for each
committee who shall have the sole power to call any committee meeting other
than a meeting set by the Board. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

Section 5. Meetings of Committees. Meetings and actions of committees shall
be governed by, and held and taken in accordance with, the provisions of the
following Sections of Article III of these By-Laws: 6 (place of meetings, 8
(regular meetings), 9 (special meetings), 10 (quorum), 11 (contents of notice
and waiver of notice), 12 (adjournment), l3 (notice of adjournment), 14
(telephone participation), and 15 (action without a meeting), with such
changes in the context of those By-Laws as are necessary to substitute the
committee and its members for the Board of Directors and its members;
provided, however, that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the Board of Directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board of Directors may
adopt rules for the government of any committee not inconsistent with the
provisions of these By-Laws.

ARTICLE VIII. Indemnification

Section 1. Action, Etc. Other Than By or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal, administrative,
or investigative, and whether external or internal to the corporation (other
than a judicial action or suit brought by or in the right of the
corporation), by reason of the fact that he is or was a director or officer
of the corporation, or that he is or was serving at the request of the
corporation as a director, officer, employee, trustee, or agent of another
corporation, partnership, joint venture, trust or other enterprise (all such
persons being referred to hereafter as an "Agent"), against expenses
(including attorneys' fees), judgments, fines and amounts paid or to be paid
in settlement (if such settlement is approved by the corporation, which
approval shall not be unreasonably withhold or delayed) actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding, or any appeal therein, if the Agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe such conduct was unlawful.. The
termination of any action, suit or proceeding -- whether by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
- -- shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, that such person had reasonable cause to
believe that his or her conduct was unlawful.

Section 2. Action, Etc., By or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed judicial action or
suit brought by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was an Agent (as defined above)
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection with the defense, settlement or appeal of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any claim, issue,
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or other such
court shall deem proper.

Section 3. Determination of Right of Indemnification. Any indemnification
under Sections 1 or 2 of this Article VIII (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the Agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in those Sections. Such determination shall be made by: (a) the Board of
Directors, by a majority vote of a quorum consisting of Directors who were
not parties to such action, suit or proceeding, (b) independent legal counsel
(chosen either jointly by the corporation and Agent or else by counsel to the
corporation), expressed in a written opinion, if such a quorum is not
obtainable, or if such a quorum is obtainable and so directs, or (c) the
stockholders of the corporation.

Section 4. Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article VIII, to the extent that
an Agent has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice or the settlement of
an action without admission of liability, in defense of any claim, issue, or
matter therein, or an appeal from any such proceeding, action, or claim or
matter, such Agent shall be indemnified against a expenses incurred in
connection therewith.

Section 5. Advances of Expenses. Except as provided in Section 6 of this
Article VIII, below, costs, charges, and expenses (including attorneys' fees)
incurred in any action, suit, proceeding, or investigation or any appeal
therefrom shall be paid by the corporation in advance of the final
disposition of such matter, if the Agent shall undertake to repay such amount
in the event that it is ultimately determined, as provided herein, that such
person is not entitled to indemnification.

Section 6. Right of Agent to Indemnification Upon Application; Procedure
Upon Application.

(a) Any indemnification provided for in Sections 1, 2, or 4 of this Article
shall be made no later than six (6) months after the corporation is given
notice of request by Agent, provided that such request is made after final
adjudication, dismissal, or settlement unless an appeal is filed, in which
case the request is made after the appeal is resolved. Upon such notice, the
corporation shall within two (2) weeks call a Board of Directors meeting to
be held within two (2) months of such notice to make a determination as to
whether the Agent has met the applicable standard of conduct. The corporation
shall retain (at the corporation's expense) independent legal counsel chosen
either jointly by the corporation and Agent or else by corporation counsel
within two (2) weeks to make such determination, if at such meeting a quorum
consisting of directors who were not parties to the relevant action, suit, or
proceeding is not obtainable, or if obtainable such quorum refuses to make
such determination, but so directs the corporation. If such legal counsel is
not so retained or does not make such determination within six (6) weeks,
then the Board of Directors shall cause a stockholders meeting to be held
within two (2) months to make such a determination.

(b) If a claim under these By-Laws, under any statute, under any provision
of any agreement with the corporation, or under the corporation's Certificate
of Incorporation providing for indemnification or advance of expenses, is not
paid in full by the corporation within sixty (60) days in case of
indemnification and twenty (20) days in case of advance of expenses after
notice of a request for payment thereof has been given to the corporation by
Agent, Agent may, but need not, at any time thereafter bring an action
against the corporation to recover the unpaid amount of the claim or the
expense advance and, if successful, Agent shall also be entitled to be paid
for the expenses (including attorneys' fee) of bringing such action. It shall
be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in connection with any action, suit or proceeding
in advance of its final disposition) that Agent has not met the standards of
conduct which make it permissible under applicable law for the corporation to
indemnify Agent for the amount claimed, and Agent shall be entitled to
receive interim payment of expenses pursuant to Section 5, above, unless and
until such defense may be finally adjudicated by court order or judgment from
which no further right of appeal exists. Neither the failure of the
corporation (including its Board of Directors, any committee or subgroup of
the Board of Directors, independent legal counsel, or its stockholders) to
have made a determination that indemnification of Agent is proper in the
circumstances because Agent has met the applicable standard of conduct
required by applicable law, nor an actual determination by the corporation
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its stockholders) that Agent has not
met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.

Section 7. Other Rights and Remedies. The indemnification provided by this
Article shall not be deemed exclusive of, and shall not affect, any other
rights to which an Agent seeking indemnification may be entitled under any
law, other provision of these By-Laws, the corporation's Certificate of
Incorporation, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a
person who has ceased to be an Agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. All right to
indemnification under this Article shall be deemed to be provided by a
contract between the corporation and the Agent who serves in such capacity at
any time these By-Laws and other relevant provisions of the general
corporation law and other applicable law, if any, are in effect. Any repeal
or modification thereof shall not affect any rights or obligations then
existing. In addition, notwithstanding any other provisions of these By-Laws,
the corporation hereby agrees to indemnify the Agent to the fullest extent
permitted by law, regardless of whether such indemnification is authorized by
any other provision of these By-Laws by the corporation's Certificate of
incorporation, by agreement with the corporation, or by statute.

Section 8. Insurance. Upon resolution passed by the Board of Directors, the
corporation may purchase and maintain insurance on behalf of any person who
is or was an Agent against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article.

Section 9. Optional Means of Assuring Payment. Upon request by an Agent
certifying that the Agent has reasonable grounds to believe the Agent may be
made a party to a proceeding for which the Agent may be entitled to be
indemnified under this Article, the corporation may but is not required to
create a trust fund, grant a security interest, or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such sums as may become necessary to effect indemnification as provided
herein.

Section 10. Consistent Corporations. For the purposes of this Article,
references to "the corporation" include all constituent corporations absorbed
in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee,
or trustee of such a constituent corporation or who, being or having been
such a director, officer, employee or trustee, is or was serving at the
request of such constituent corporation as a director, officer, employee,
trustee of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as such person
would if he had served the resulting or surviving corporation in the same
capacity.

Section 11. Other Enterprises, Fines, and Serving at Corporation's Request.
For purposes of this Article, references to "other enterprise" in Sections 1
and 10, above, shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation'' shall include any service by Agent as director, officer,
employee, trustee, or agent of the corporation which imposes duties on, or
involves services by, such Agent with respect to any employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and
in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

Section 12. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with
respect to any action, suit, appeal, proceeding, or investigation, whether
civil, criminal, or administrative, and whether internal or external,
including a grand jury proceeding and an action or suit brought by or in the
right of the corporation, to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated, or by any other
applicable law.

Section 13. Employees or Agents. The corporation may, by resolution of the
Board of Directors, grant an agent or employee of the corporation who is not
an officer or director of the corporation and therefore not an Agent, the
rights of an Agent under this Article.

ARTICLE IX Confidentiality of Corporate Records.

Section 1. Confidentiality of Corporate Records. The corporation's
financial statements, accounting books and records, and minutes of
proceedings (including written consents) of its shareholders and Board and
committees of the Board and information derived therefrom (collectively,
"Corporate Records") comprise and/or contain confidential information and
trade secrets of the corporation. The corporation's business could be harmed
significantly if the contents of the Corporate Records were known to its
competitors. Therefore, the corporation shall have a general policy of
maintaining the confidentiality of the Corporate Records. All shareholders
are deemed to have accepted the terms of this policy by their acceptance of
shares of stock of the corporation and stock certificates therefor.

Section 2. Inspection Rights. The right of stockholders of the
corporation to inspect the Corporate Records (the "Inspection Rights")
pursuant to Section 220 of the DGCL are expressly limited to purposes
reasonably related to the shareholders' interests as shareholders of the
corporation. The Inspection Rights shall not include the right to disclose
Corporate Records to any person who is not an officer, director, agent or
stockholder of the corporation without the prior written consent of the Board
or an authorized corporate officer.

Section 3. Non-Disclosure Statements. In order to ensure compliance
with the limitations of the Inspection Rights expressed in Section 2, the
corporation may, in the discretion of the Board, require any stockholder (and
any agent or attorney of a stockholder) to execute a written non-disclosure
statement as a condition of exercise of the Inspection Rights. The
non-disclosure statement may prohibit the disclosure to any third party of
any Corporate Records obtained by any means (except without a duty of
non-disclosure), unless upon prior written permission by the Board or an
authorized officer of the corporation. The non-disclosure statement may
further require, as a precondition of permission to disclose Corporate
Records to a third party, submission by the stockholder of a written request
containing a clear and convincing statement of the purpose of the disclosure,
reasonably related to the stockholder's interests as a stockholder, and
naming the third party to whom the Corporate Records are proposed to be
disclosed, accompanied by the written agreement of the third party not to
disclose the Corporate Records without the prior written consent of the Board
or an authorized officer of the Corporation.

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