M-GAB Development Corp Stock Exchange Agt dtd April 1, 2005




STOCK
EXCHANGE AGREEMENT




This
Stock Exchange Agreement (the “Agreement”) is entered into effective this 1st
day of April, 2005 by and between M-GAB Development Corporation, a Florida
corporation (“M-GAB”) and NuQuest, Inc., a Nevada corporation (“NuQuest”). Each
of M-GAB and NuQuest shall be referred to as a “Party” and collectively as the
“Parties.”




RECITALS




WHEREAS,
M-GAB is a business development company engaged in the business of assisting
emerging growth companies by assisting them with their capital needs and by
providing consulting services;




WHEREAS,
NuQuest is also in the business of assisting emerging growth companies by
assisting them with their capital needs and by providing consulting
services;




WHEREAS,
both Parties desire to provide value to their shareholders in a number of
different ways, including acquiring assets both to hold for investment and, in
certain circumstances, for distribution to their respective
shareholders;




WHEREAS,
the Parties desire to enter into this Agreement for the exchange of stock in
order to further their respective business purposes, and intend that the
transaction will be a tax free exchange under the
Internal Revenue Code of 1986, as amended.




NOW,
THEREFORE, for good and adequate consideration, the receipt of which is hereby
acknowledged, the Parties covenant, promise and agree as follows:




AGREEMENT




   


    1.        
TERMS OF THE EXCHANGE:  The Exchange shall be consummated on the
following terms and conditions:

 

(a)               
Within three (3) business days of the execution of this Agreement (the “Exchange
Date”), M-GAB will issue to NuQuest a total of One Hundred Sixty Six Thousand
Six Hundred Sixty Seven (166,667) shares of M-GAB common stock (the “M-GAB
Shares”).  The Parties agree that the value of the M-GAB Shares shall be
$25,000 (the “M-GAB Shares Purchase Price”), based on the most recent sales
price of M-GAB common stock.

 

(b)              
No later than the Exchange Date, NuQuest will issue to M-GAB a total of Twenty
Thousand (20,000) shares of NuQuest common stock (the “NuQuest Shares”). 
The Parties agree that the value of the NuQuest Shares shall be $25,000 (the
“NuQuest Shares Purchase Price”), based on the most recent sales price of
NuQuest common stock.

 

 







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(c)               
The M-GAB Shares shall be validly issued, fully paid, and non assessable, and
shall be issued without restrictive legend pursuant to an exemption from
registration provided by Regulation E.

 

(d)              
The NuQuest Shares shall be validly issued, fully paid, and non assessable, and
shall be restricted in accordance with Rule 144 promulgated under the Securities
Act of 1933.

 

(e)               
Immediately upon receipt of the M-GAB Shares, NuQuest shall declare a dividend
of the M-GAB Shares and shall distribute all of them, pro-rata, to the NuQuest
shareholders.  The holders of Series A Preferred Stock of NuQuest shall
receive that number of M-GAB Shares to which they would be entitled if they
converted their Series A Preferred Stock.  Notwithstanding the foregoing,
the following NuQuest shareholders shall waive, in writing, their rights to
receive any of the M-GAB Shares, and the M-GAB Shares that would otherwise have
been distributed to them shall be distributed, pro-rata, to the other NuQuest
shareholders:  Ken Honeyman, Howard Wilson, and Brian A. Lebrecht. 
NuQuest shall instruct the M-GAB transfer agent to issue the M-GAB Shares
directly to the NuQuest shareholders.


 


    2.
        REPRESENTATIONS, WARRANTIES AND
AGREEMENTS BY M-GAB:  M-GAB hereby represents, warrants and agrees as
follows:

 

   (a)       
M-GAB is a corporation duly organized, validly existing and in good standing
under the laws of Florida, with full power and authority to own, lease, use, and
operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted.  M-GAB has all requisite corporate
power and authority to enter into and perform this Agreement and to consummate
the transactions contemplated hereby and to effect the exchange of the M-GAB
Shares in accordance with the terms hereof.

 

(b)       
The information heretofore furnished by M-GAB to NuQuest for purposes of or in
connection with this Agreement or any transaction contemplated hereby does not,
and all such information hereafter furnished by M-GAB to NuQuest will not (in
each case taken together and on the date as of which such information is
furnished), contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein, in
the light of the circumstances under which they are made, not misleading.

 

(c)       
The representations and warranties herein by M-GAB will be true and correct in
all material respects on and as of the date hereof and will, except as provided
herein, survive the Exchange Date.

 

(d)       
No form of general solicitation or general advertising was used by M-GAB or
NuQuest or, to the best of its actual knowledge, any other person acting on
behalf of M-GAB or NuQuest, in connection with the exchange.  

 







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(e)       
None of the M-GAB Shares are or will be subject to any voting trust or
agreement.  No person holds or has the right to receive any proxy or
similar instrument with respect to the M-GAB Shares.

 

                       
(f)         M-GAB acknowledges that it
has been furnished with such financial and other information concerning NuQuest,
the directors and officers of NuQuest, and the business of NuQuest as M-GAB
considers necessary in connection with the exchange.  As a result, M-GAB is
familiar with the business, operations, properties, and financial condition of
NuQuest and has discussed with officers or legal counsel of NuQuest any
questions M-GAB may have had with respect thereto.  M-GAB has consulted
with its own legal, accounting, tax, investment and other advisers with respect
to the tax treatment, merits, and risks of the transactions contemplated
hereby.

 

           
3.         REPRESENTATIONS,
WARRANTIES AND AGREEMENTS BY NUQUEST:  NuQuest hereby represents,
warrants and agrees as follows:

 

(a)       
NuQuest is a corporation duly organized, validly existing and in good standing
under the laws of Nevada, with full power and authority to own, lease, use, and
operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted.  NuQuest has all requisite corporate
power and authority to enter into and perform this Agreement and to consummate
the transactions contemplated hereby and to effect the exchange of the NuQuest
Shares in accordance with the terms hereof.

 

(b)       
The information heretofore furnished by NuQuest to M-GAB for purposes of or in
connection with this Agreement or any transaction contemplated hereby does not,
and all such information hereafter furnished by NuQuest to M-GAB will not (in
each case taken together and on the date as of which such information is
furnished), contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein, in
the light of the circumstances under which they are made, not misleading.

 

(c)       
The representations and warranties herein by NuQuest will be true and correct in
all material respects on and as of the date hereof and will, except as provided
herein, survive the Exchange Date.

 

(d)       
No form of general solicitation or general advertising was used by M-GAB or
NuQuest or, to the best of its actual knowledge, any other person acting on
behalf of M-GAB or NuQuest, in connection with the exchange.  

 

(e)       
None of the NuQuest Shares are or will be subject to any voting trust or
agreement.  No person holds or has the right to receive any proxy or
similar instrument with respect to the NuQuest Shares.

 

                       
(f)         NuQuest acknowledges that it
has been furnished with such financial and other information concerning M-GAB,
the directors and officers of M-GAB, and the business of M-GAB as NuQuest
considers necessary in connection with the exchange.  As a result, NuQuest
is familiar with the business, operations, properties, and financial condition
of M-GAB and has discussed with officers or legal counsel of M-GAB any questions
NuQuest may have had with respect thereto.  NuQuest has consulted with its
own legal, accounting, tax, investment and other advisers with respect to the
tax treatment, merits, and risks of the transactions contemplated hereby.

 

 







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4.         CONFIDENTIALITY. 
Each Party hereto will hold and will cause its agents, officers, directors,
attorneys, employees, consultants and advisors to hold in strict confidence,
unless compelled to disclose by judicial or administrative process or, in the
opinion of its counsel, by other requirements of law, all documents and
information concerning any other Party furnished it by such other Party or its
representatives in connection with the subject matter hereof (except to the
extent that such information can be shown to have been (i) previously known by
the Party to which it was furnished, (ii) in the public domain through no fault
of such Party, or (iii) later lawfully acquired from other sources by the Party
to which it was furnished), and each Party will not release or disclose such
information to any other person, except its auditors, attorneys, financial
advisors, bankers and other consultants and advisors in connection with this
Agreement.  Each Party shall be deemed to have satisfied its obligation to
hold confidential information concerning or supplied by the other Party if it
exercises the same care as it takes to preserve confidentiality for its own
similar information.  Notwithstanding the foregoing, the Parties
acknowledge that this Agreement shall be discussed in, and will be filed as an
exhibit to, M-GAB’s filings with the Securities and Exchange Commission.

 

           
5.         This Agreement may not be
amended, canceled, revoked or otherwise modified except by written agreement
subscribed by all of the Parties to be charged with such modification.

 

           
6.         This Agreement shall be
binding upon and shall inure to the benefit of the Parties hereto and their
respective partners, employees, agents, servants, heirs, administrators,
executors, successors, representatives and assigns.

 

           
7.         All Parties hereto agree to
pay their own costs and attorneys' fees except as follows:

 

                       
(a)        In the event of any action, suit
or other proceeding instituted to remedy, prevent or obtain relief from a breach
of this Agreement, arising out of a breach of this Agreement, involving claims
within the scope of the releases contained in this Agreement, or pertaining to a
declaration of rights under this Agreement, the prevailing Party shall recover
all of such Party's attorneys' fees and costs incurred in each and every such
action, suit or other proceeding, including any and all appeals or petitions
therefrom.

 

                       
(b)        As used herein, attorneys' fees
shall be deemed to mean the full and actual costs of any legal services actually
performed in connection with the matters involved, calculated on the basis of
the usual fee charged by the attorneys performing such services.

 

 







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8.         This Agreement and the rights
of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of California including all matters of construction,
validity, performance, and enforcement and without giving effect to the
principles of conflict of laws.  Venue for any action brought under this
Agreement shall be in the appropriate court in Orange County, California.

 

           
9.         The Parties agree and
stipulate that each and every term and condition contained in this Agreement is
material, and that each and every term and condition may be reasonably
accomplished within the time limitations, and in the manner set forth in this
Agreement.

 

           
10.       The Parties agree and stipulate that
time is of the essence with respect to compliance with each and every item set
forth in this Agreement.

 

           
11.       This Agreement, along with the exhibits
hereto, sets forth the entire agreement and understanding of the Parties hereto
and supersedes any and all prior agreements, arrangements and understandings
related to the subject matter hereof.  No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no Party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.

 

           
12.       This Agreement may be executed in one or
more counterparts, each of which when executed and delivered shall be an
original, and all of which when executed shall constitute one and the same
instrument.





IN
WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this
Agreement upon the date first set forth above.





 



 


	 "M-GAB"	 	 "NuQuest"	 
	 	 	 	 
	 M-GAB Development Corporation,	 	 NuQuest, Inc.,	 
	 a Florida corporation	 	 a Nevada corporation	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	     /s/
      Carl Berg	 	     /s/ Ken
      Honeyman	 
	 By:    Carl Berg	 	 By:    Ken Honeyman	 
	 Its:    President	 	 Its:    President	 





 







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