M-GAB, INC.
                             2001 STOCK OPTION PLAN
                             ----------------------
















<PAGE>


                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
SECTION  1.  PURPOSE.                                                          1
SECTION  2.  DEFINITIONS.                                                      1
(a)     "Award"                                                                1
(b)     "Board  of  Directors"                                                 1
(c)     "Change  in  Control"                                                  1
(d)     "Code"                                                                 1
(e)     "Committee"                                                            1
(f)     "Common-Law  Employee"                                                 1
(g)     "Company"                                                              1
(h)     "Employee"                                                             2
(i)     "Exchange  Act"                                                        2
(j)     "Exercise  Price"                                                      2
(k)     "Fair  Market  Value"                                                  2
(l)     "Incentive  Stock  Option"  or  "ISO"                                  2
(m)     "Nonstatutory  Option"  or  "NSO"                                      2
(n)     "Offeree"                                                              2
(o)     "Option"                                                               2
(p)     "Optionee"                                                             2
(q)     "Outside  Director"                                                    2
(r)     "Participant"                                                          3
(s)     "Plan"                                                                 3
(t)     "Purchase  Price"                                                      3
(u)     "Restricted  Share"                                                    3
(v)     "Service"                                                              3
(w)     "Share"                                                                3
(x)     "Stock"                                                                3
(y)     "Stock  Award  Agreement"                                              3
(z)     "Stock  Option  Agreement"                                             3
(aa)     "Stock  Purchase  Agreement"                                          3
(bb)     "Subsidiary"                                                          3
(cc)     "Total  and  Permanent  Disability"                                   3
(dd)     "W-2  Payroll"                                                        3
SECTION  3.  ADMINISTRATION.                                                   3
(a)     Committee  Membership                                                  3
(b)     Committee  Procedures                                                  4
(c)     Committee  Responsibilities                                            4
(d)     Committee  Liability                                                   4
(e)     Financial  Reports                                                     4
SECTION  4.  ELIGIBILITY.                                                      4
(a)     General  Rule                                                          4
(b)     Ten-Percent  Shareholders                                              4
(c)     Attribution  Rules                                                     4
(d)     Outstanding  Stock                                                     4

<PAGE>

SECTION  5.  STOCK  SUBJECT  TO  PLAN.                                         4
(a)     Basic  Limitation                                                      4
(b)     Additional  Shares                                                     5
SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.                    5
(a)     Stock  Purchase  Agreement                                             5
(b)     Duration  of  Offers                                                   5
(c)     Purchase  Price                                                        5
(d)     Payment  for  Shares                                                   5
(e)     Exercise  of  Awards  on  Termination  of  Service                     6
SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED                6
(a)     Form  and  Amount  of  Award                                           6
(b)     Exercisability                                                         6
(c)     Effect  of  Change  in  Control                                        6
(d)     Voting  Rights                                                         6
SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.                              6
(a)     Stock  Option  Agreement                                               6
(b)     Number  of  Shares                                                     6
(c)     Exercise  Price                                                        6
(d)     Exercisability                                                         7
(e)     Effect  of  Change  in  Control                                        7
(f)     Term                                                                   7
(g)     Exercise  of  Options  on  Termination  of  Service                    7
(h)     Payment  of  Option  Shares                                            7
(i)     No  Rights  as  a  Shareholder                                         8
(j)     Modification,  Extension  and  Assumption  of  Options                 8
SECTION  9.  ADJUSTMENT  OF  SHARES.                                           8
(a)     General                                                                8
(b)     Reorganizations                                                        8
(c)     Reservation  of  Rights                                                8
SECTION  10.  WITHHOLDING  TAXES.                                              8
(a)     General                                                                8
(b)     Share  Withholding                                                     8
(c)     Cashless  Exercise/Pledge                                              8
(d)     Other  Forms  of  Payment                                              8
SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.                            9
(a)     General                                                                9
(b)     Trusts                                                                 9
SECTION  12.  LEGAL  REQUIREMENTS.                                             9
SECTION  13.  NO  EMPLOYMENT  RIGHTS.                                          9
SECTION  14.  DURATION  AND  AMENDMENTS.                                       9
(a)     Term  of  the  Plan                                                    9
(b)     Right  to  Amend  or  Terminate  the  Plan                             9
(c)     Effect  of  Amendment  or  Termination                                 9

<PAGE>

                   M-GAB, INC. 2001 STOCK OPTION PLAN
                   ------------------------------------------

SECTION  1. PURPOSE.
------------------
     The  purpose of the M-GAB, Inc. 2001 Stock Option Plan (the "Plan")
is  to  offer  selected  employees,  directors and consultants an opportunity to
acquire  a  proprietary  interest  in the success of the Company, or to increase
such interest, to encourage such selected persons to remain in the employ of the
Company  and to attract new employees with outstanding qualifications.  The Plan
seeks  to achieve this purpose by providing for Awards in the form of Restricted
Shares and Options (which may constitute Incentive Stock Options or Nonstatutory
Stock  Options)  as  well as the direct award or sale of Shares of the Company's
Common  StockAwards may be granted under this Plan in reliance upon federal and
state  securities  law  exemptions

SECTION  2. DEFINITIONS.
----------------------
     (a)     "Award" shall  mean  any  award of an Option, Restricted Share or
              -----
              other right under the Plan.

     (b)     "Board  of  Directors" shall  mean  the Board of Directors of the
              --------------------
              Company, as constituted from time to time.

     (c)     "Change  in  Control" shall  mean:
              -------------------
          (i) The consummation of a merger, consolidation, sale of the Company's
          stock,  or  other  reorganization  of   the  Company  (other  than  a
          reincorporation  of  the  Company),  if  after  giving  effect to such
          merger,  consolidation  or  other  reorganization  of the Company, the
          stockholders  of  the  Company  immediately  prior  to  such  merger,
          consolidation  or  other  reorganization  do  not represent a majority
          interest  of  the  holders  of  voting  securities (on a fully diluted
          basis)  with  the  ordinary  voting  power  to  elect directors of the
          surviving  or  resulting  entity  after  such merger, consolidation or
          other  reorganization; or (ii) The sale of all or substantially all of
          the  assets of the Company to a third party who is not an affiliate of
          the Company. (iii) The term Change in Control shall not include: (a) a
          transaction  the  sole  purpose of which is to change the state of the
          Company's incorporation, or (b) the Company's initial public offering.

     (d)  "Code" shall  mean the  Internal  Revenue  Code  of  1986, as amended.
             ----

     (e)  "Committee" shall  mean  a  committee  of  the  Board  of Directors
           ---------
          which is authorized to administer  the  Plan  under  Section  3.

     (f)  "Common-Law  Employee" shall  mean an individual paid from W-2 Payroll
          --------------------
of  the  Company  or  a  Subsidiary.  If,  during  any  period,  the Company (or
Subsidiary,  as  applicable)  has  not  treated  an  individual  as a Common-Law
Employee  and,  for  that reason, has not paid such individual in a manner which
results  in the issuance of a Form W-2 and withheld taxes with respect to him or
her,  then  that  individual  shall not be an eligible Employee for that period,
even if any person, court of law or government agency determines, retroactively,
that  that  individual is or was a Common-Law Employee during all or any portion
of  that  period.

     (g)  "Company" shall  mean  M-GAB,  Inc.
              -------
<PAGE>

     (h)  "Employee"  shall  mean  (i)  any  individual  who  is  a  Common-Law
           --------
Employee  of  the  Company  or  of  a  Subsidiary, (ii) a member of the Board of
Directors,  including  (without limitation) an Outside Director, or an affiliate
of  a member of the Board of Directors, (iii) a member of the board of directors
of a Subsidiary, or (iv) an independent contractor who performs services for the
Company or a Subsidiary. Service as a member of the Board of Directors, a member
of  the board of directors of a Subsidiary or an independent contractor shall be
considered employment for all purposes of the Plan except the second sentence of
Section  4(a).

     (i)  "Exchange  Act" means  the Securities and Exchange Act of 1934, as
           -------------
amended.

     (j)  "Exercise  Price"  shall  mean  the  amount  for  which  one  Share
          ---------------
may  be purchased upon exercise of an Option,  s  specified  by  the  Committee
in  the  applicable  Stock  Option  Agreement.

     (k)  "Fair  Market  Value" means  the  market price of Shares, determined
           -------------------
by  the  Committee  as  follows:

          (i) If the Shares were traded over-the-counter on the date in question
          but  were not traded on the Nasdaq Stock Market or the Nasdaq National
          Market  System,  then the Fair Market Value shall be equal to the mean
          between  the  last reported representative bid and asked prices quoted
          for such date by the principal automated inter-dealer quotation system
          on which the Shares are quoted or, if the Shares are not quoted on any
          such  system, by the "Pink Sheets" published by the National Quotation
          Bureau,  Inc.;

          (ii)  If  the  Shares  were  traded  over-the-counter  on  the date in
          question  and  were  traded  on  the Nasdaq Stock Market or the Nasdaq
          National  Market  System, then the Fair Market Value shall be equal to
          the  last-transaction  price  quoted for such date by the Nasdaq Stock
          Market  or  the  Nasdaq  National  Market;

          (iii)  If  the  Shares  were traded on a stock exchange on the date in
          question,  then  the  Fair  Market Value shall be equal to the closing
          price  reported  by  the  applicable composite transactions report for
          such date; and (iv) If none of the foregoing provisions is applicable,
          then  the  Fair  Market  Value shall be determined by the Committee in
          good  faith  on  such  basis  as  it  deems  appropriate.

     In all cases, the determination of Fair Market Value by the Committee shall
be  conclusive  and  binding  on  all  persons.

     (l)  "Incentive  Stock  Option"  or  "ISO"
           ------------------------------------
shall  mean an employee incentive stock option described in Code section 422(b).

     (m)  "Nonstatutory  Option"  or  "NSO"
           --------------------------------
shall  mean  an  employee  stock  option  that  is  not  an  ISO.

     (n)  "Offeree"
            -------
shall  mean an individual to whom the Committee has offered the right to acquire
Shares  under  the  Plan  (other  than  upon  exercise  of  an  Option).

     (o)  "Option"
          ------
shall  mean  an  Incentive Stock Option or Nonstatutory Option granted under the
Plan  and  entitling  the  holder  to  purchase  Shares.

     (p)  "Optionee" shall  mean  an individual or estate  who holds an  Option.
           --------

     (q)  "Outside  Director"
           -----------------
shall mean a member of the Board who is not a Common-Law Employee of the Company
or  a  Subsidiary.

<PAGE>

     (r)  "Participant"
           -----------
shall  mean  an  individual  or  estate  who  holds  an  Award.

     (s)  "Plan"
            ----
shall  mean  this  2001  Stock  Option  Plan  of  M-GAB,  Inc.

     (t)  "Purchase  Price"
           ---------------
shall  mean the consideration for which one Share may be acquired under the Plan
(other  than  upon  exercise  of  an  Option),  as specified  by  the Committee.

     (u)  "Restricted  Share"
           -----------------
shall  mean  a  Share  sold  or  granted  to  an  eligible  Employee  which  is
nontransferable and subject to substantial risk of forfeiture until restrictions
lapse.

     (v)  "Service" shall  mean  service  as  an  Employee.
           -------

     (w)  "Share"
           -----
shall  mean  one  share  of  Stock, as adjusted in accordance with Section 9 (if
applicable).

     (x)  "Stock" shall  mean  the  common  stock  of  the  Company.
           -----

     (y)  "Stock  Award  Agreement"
           -----------------------
shall  mean  the agreement between the Company and the recipient of a Restricted
Share  which  contains the terms, conditions and restrictions pertaining to such
Restricted  Share.

     (z)  "Stock  Option  Agreement"
           ------------------------
shall  mean the agreement between the Company and an Optionee which contains the
terms,  conditions  and  restrictions  pertaining  to  his  or  her  Option.

     (aa) "Stock  Purchase  Agreement"
           --------------------------
shall  mean the agreement between the Company and an Offeree who acquires Shares
under  the Plan which contains the terms, conditions and restrictions pertaining
to  the  acquisition  of  such  Shares.

     (bb) "Subsidiary"
           ----------
means  any  corporation  (other  than  the  Company)  in  an  unbroken  chain of
corporations  beginning with the Company, if each of the corporations other than
the  last corporation in the unbroken chain owns stock possessing 50% or more of
the  total  combined  voting  power  of all classes of stock in one of the other
corporations  in  such  chain.  A  corporation  that  attains  the  status  of a
Subsidiary  on  a  date  after  the  adoption  of the Plan shall be considered a
Subsidiary  commencing  as  of  such  date.

     (cc) "Total  and  Permanent  Disability"
           ---------------------------------
means  that the Optionee is unable to engage in any substantial gainful activity
by  reason  of  any  medically  determinable  physical  or  mental  impairment.

     (dd) "W-2  Payroll"
           ------------
means  whatever mechanism or procedure that the Company or a Subsidiary utilizes
to  pay  any  individual  which  results  in  the  issuance  of  Form W-2 to the
individual.  "W-2  Payroll"  does  not  include any mechanism or procedure which
results  in  the  issuance  of  any form other than a Form W-2 to an individual,
including,  but  not  limited  to,  any  Form  1099  which  may  be issued to an
independent  contractor, an agency employee or a consultant. Whether a mechanism
or  procedure  qualifies  as a "W-2 Payroll" shall be determined in the absolute
discretion  of  the  Company  (or Subsidiary, as applicable), and the Company or
Subsidiary  determination  shall  be  conclusive  and  binding  on  all persons.

SECTION  3. ADMINISTRATION.
-------------------------
     (a)     Committee  Membership
             ---------------------
The  Plan  shall be administered by the Compensation Committee (the "Committee")
appointed  by  the Company's Board of Directors and comprised of at least two or
more  Outside  Directors  (although  Committee  functions  may  be  delegated to
officers  to  the extent the awards relate to persons who are not subject to the
reporting  requirements  of Section 16 of the Exchange Act). If no Committee has
been  appointed,  the  entire  Board  shall  constitute  the  Committee.

<PAGE>

     (b)     Committee  Procedures
             ---------------------
The  Board  of  Directors shall designate one of the members of the Committee as
chairperson.  The  Committee  may  hold  meetings at such times and places as it
shall  determine.  The  acts  of  a majority of the Committee members present at
meetings  at which a quorum exists, or acts reduced to or approved in writing by
all  Committee  members,  shall  be  valid  acts  of  the  Committee.

     (c)     Committee  Responsibilities
             ---------------------------
The  Committee has and may exercise such power and authority as may be necessary
or  appropriate for the Committee to carry out its functions as described in the
Plan.  The  Committee  has  authority  in  its  discretion to determine eligible
Employees to whom, and the time or times at which, Awards may be granted and the
number of Shares subject to each Award. Subject to the express provisions of the
respective  Award agreements (which need not be identical) and to make all other
determinations necessary or advisable for Plan administration, the Committee has
authority to prescribe, amend, and rescind rules and regulations relating to the
Plan.  All interpretations, determinations, and actions by the Committee will be
final,  conclusive,  and  binding  upon  all  persons.

     (d)     Committee  Liability
             --------------------
No  member  of  the  Board  or  the  Committee  will be liable for any action or
determination  made  in  good faith by the Committee with respect to the Plan or
any  Award  made  under  the  Plan.

     (e)     Financial  Reports
             ------------------
To  the extent required by applicable law, and not less often than annually, the
Company  shall furnish to Offerees, Optionees and Shareholders who have received
Stock  under  the  Plan  its  financial  statements  including  a  balance sheet
regarding  the  Company's  financial condition and results of operations, unless
such  Offerees,  Optionees  or  Shareholders  have  duties with the Company that
assure them access to equivalent information. Such financial statements need not
be  audited.

SECTION  4. ELIGIBILITY.
----------------------

     (a)     General  Rule
             -------------
     Only  Employees  shall  be  eligible for designation as Participants by the
Committee.  In  addition,  only  individuals  who  are  employed  as  Common-Law
Employees  by  the  Company  or  a Subsidiary shall be eligible for the grant of
ISOs.

     (b)     Ten-Percent  Shareholders
             -------------------------
        An  Employee  who owns more than ten percent (10%) of the total combined
voting  power  of  all classes of outstanding stock of the Company or any of its
Subsidiaries  shall  not  be  eligible for designation as an Offeree or Optionee
unless  (i)  the  Exercise Price for an ISO (and a NSO to the extent required by
applicable  law)  is  at least one hundred ten percent (110%) of the Fair Market
Value  of  a Share on the date of grant, (ii) if required by applicable law, the
Purchase  Price  of  Shares  is  at least one hundred percent (100%) of the Fair
Market  Value  of a Share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the  date  of  grant.

     (c)     Attribution  Rules
             ------------------
      For purposes  of  Subsection (b) above, in determining stock ownership, an
Employee  shall  be deemed to own the stock owned, directly or indirectly, by or
for  his  brothers,  sisters,  spouse,  ancestors  and lineal descendants. Stock
owned,  directly  or indirectly, by or for a corporation, partnership, estate or
trust  shall  be  deemed to be owned proportionately by or for its shareholders,
partners  or  beneficiaries.  Stock with respect to which such Employee holds an
Option  shall  not  be  counted.

     (d)     Outstanding  Stock
             ------------------
     For purposes of Subsection (b) above, "outstanding stock" shall include all
stock  actually issued and outstanding immediately after the grant. "Outstanding
Stock"  shall  not  include  shares  authorized  for  issuance under outstanding
Options  held  by  the  Employee  or  by  any  other  person.

SECTION  5. STOCK  SUBJECT  TO  PLAN.
-----------------------------------

     (a)     Basic  Limitation
             -----------------
   Shares  offered  under  the  Plan  shall  be  authorized but unissued Shares.
Subject to Sections 5(b) and 9 of the Plan, the aggregate number of Shares which
may be issued or transferred as common stock pursuant to an Award under the Plan
shall  not  exceed 600,000  Shares.

<PAGE>

     In  any  event,  the  number of Shares which are subject to Awards or other
rights  outstanding  at  any  time under the Plan shall not exceed the number of
Shares  which  then  remain available for issuance under the Plan.  The Company,
during  the  term  of  the  Plan,  shall at all times reserve and keep available
sufficient  Shares  to  satisfy  the  requirements  of  the  Plan.

     (b)     Additional  Shares
             ------------------
   In  the  event  that  any  outstanding  Option  or other right for any reason
expires  or  is  canceled  or  otherwise terminated, the Shares allocable to the
unexercised  portion  of such Option or other right shall again be available for
the  purposes  of  the  Plan.  If  a  Restricted  Share  is forfeited before any
dividends  have  been  paid  with  respect  to  such Restricted Share, then such
Restricted  Share  shall  again  become  available  for  award  under  the Plan.

SECTION  6. TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.
--------------------------------------------------------

     (a)     Stock  Purchase  Agreement
             --------------------------
   Each  award  or sale of Shares under the Plan (other than upon exercise of an
Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and
the  Company.  Such  award  or sale shall be subject to all applicable terms and
conditions  of  the  Plan  and  may be subject to any other terms and conditions
which  are  not  inconsistent  with  the  Plan  and  which  the  Committee deems
appropriate  for inclusion in a Stock Purchase Agreement.  The provisions of the
various  Stock  Purchase  Agreements  entered  into  under  the Plan need not be
identical.

     (b)     Duration  of  Offers
             --------------------
   Any  right  to  acquire  Shares  under  the Plan (other than an Option) shall
automatically  expire  if  not exercised by the Offeree within 30 days after the
grant  of  such  right  was  communicated  to  the  Offeree  by  the  Committee.

     (c)     Purchase  Price
             ---------------
   Unless otherwise permitted by applicable law, the Purchase Price of Shares to
be  offered  under  the Plan shall not be less than eighty-five percent (85%) of
the  Fair  Market  Value  of  a  Share  on  the  date  of  grant  (100%  for 10%
shareholders),  except  as  otherwise  provided in Section 4(b).  Subject to the
preceding  sentence,  the Purchase Price shall be determined by the Committee in
its sole discretion.  The Purchase Price shall be payable in a form described in
Subsection  (d)  below.

     (d)     Payment  for  Shares
             --------------------
   The  entire  Purchase  Price  of  Shares  issued  under  the  Plan  shall  be
payable  in  lawful  money of the United States of America at the time when such
Shares  are  purchased,  except  as  provided  below:

     (i)     Surrender of Stock.  To the extent that a Stock Option Agreement so
             ------------------
     provides, payment may be made all or in part with Shares which have already
     been owned by the Optionee or Optionee's representative for any time period
     specified by the Committee and which are surrendered to the Company in good
     form  for  transfer. Such shares shall be valued at their Fair Market Value
     on  the  date  when  the  new  Shares  are  purchased  under  the  Plan.

     (ii) Promissory Notes. To the extent that a Stock Option Agreement or Stock
         ----------------
     Purchase  Agreement  so provides, payment may be made all or in part with a
     full  recourse  promissory  note  executed  by the Optionee or Offeree. The
     interest  rate  and  other  terms  and  conditions  of  such  note shall be
     determined by the Committee. The Committee may require that the Optionee or
     Offeree pledge his or her Shares to the Company for the purpose of securing
     the  payment  of  such  note.  In  no  event shall the stock certificate(s)
     representing  such Shares be released to the Optionee or Offeree until such
     note  is  paid  in  full.

     (iii)  Cashless  Exercise.  To  the extent that a Stock Option Agreement so
     ------------------
     provides and a public market for the Shares exists, payment may be made all
     or  in  part  by  delivery  (on  a  form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

<PAGE>

     (iv)  Other  Forms  of  Payment. To the extent provided in the Stock Option
          -------------------------
     Agreement,  payment  may  be made in any other form that is consistent with
     applicable  laws,  regulations  and  rules.

     (e)     Exercise  of  Awards  on  Termination  of  Service
             --------------------------------------------------
Each  Stock Award Agreement shall set forth the extent to which the recipient
shall  have  the  right  to  exercise  the  Award  following  termination of the
recipient's  Service  with  the  Company  and its Subsidiaries.  Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among  all  the Awards issued pursuant to the Plan, and may reflect distinctions
based  on  the  reasons  for  termination  of  employment.

SECTION  7. ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED  SHARES.
----------------------------------------------------------------------

     (a)     Form  and  Amount  of  Award
             ----------------------------
   Each  Stock  Award  Agreement  shall  specify  the  number of Shares that are
subject to the Award.  Restricted Shares may be awarded in combination with NSOs
and  such  an  Award may provide that the Restricted Shares will be forfeited in
the  event  that  the  related  NSOs  are  exercised.

     (b)     Exercisability
             --------------
   Each Stock Award Agreement shall specify the conditions upon which Restricted
Shares  shall become vested, in full or in installments.  To the extent required
by  applicable  law,  each  Stock Award shall become exercisable no less rapidly
than  the rate of 20% per year for each of the first five years from the date of
grant.  Subject to the preceding sentence, the exercisability of any Stock Award
shall  be  determined  by  the  Committee  in  its  sole  discretion.

     (c)     Effect  of  Change  in  Control
             -------------------------------
   The  Committee  may  determine  at the time of making an Award or thereafter,
that  such  Award  shall  become fully vested, in whole or in part, in the event
that  a  Change  in  Control  occurs  with  respect  to  the  Company.

     (d)     Voting  Rights
             --------------
   Holders  of  Restricted  Shares  awarded  under  the Plan shall have the same
voting,  dividend and other rights as the Company's other stockholders.  A Stock
Award  Agreement,  however,  may  require  that  the  holders  invested any cash
dividends  received in additional Restricted Shares.  Such additional Restricted
Shares  shall  be  subject  to the same conditions and restrictions as the Award
with  respect  to  which  the  dividends  were paid.  Such additional Restricted
Shares  shall  not  reduce  the  number  of  Shares  available  under Section 5.

SECTION  8. TERMS  AND  CONDITIONS  OF  OPTIONS.
----------------------------------------------

     (a)     Stock  Option  Agreement
             ------------------------
   Each  grant  of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company.  Such Option shall be subject to
all  applicable terms and conditions of the Plan and may be subject to any other
terms  and  conditions  which  are  not inconsistent with the Plan and which the
Committee  deems  appropriate  for  inclusion  in a Stock Option Agreement.  The
provisions  of  the  various Stock Option Agreements entered into under the Plan
need  not  be  identical.

     (b)     Number  of  Shares
             ------------------
   Each  Stock  Option  Agreement  shall  specify  the number of Shares that are
subject  to  the  Option  and shall provide for the adjustment of such number in
accordance  with  Section  9.  The  Stock  Option  Agreement  shall also specify
whether  the  Option  is  an  ISO  or  a  Nonstatutory  Option.

     (c)     Exercise  Price
             ---------------
   Each  Stock  Option Agreement shall specify the Exercise Price.  The Exercise
Price  of  an  ISO shall not be less than one hundred percent (100%) of the Fair
Market  Value  of  a Share on the date of grant, except as otherwise provided in
Section  4(b).  To the extent required by applicable law and except as otherwise
provided  in Section 4(b), the Exercise Price of a Nonstatutory Option shall not
be  less  than  eighty-five percent (85%) of the Fair Market Value of a Share on
the  date  of grant.  Subject to the preceding two sentences, the Exercise Price
under  any  Option  shall be determined by the Committee in its sole discretion.
The Exercise Price shall be payable in a form described in Subsection (h) below.

<PAGE>

     (d)     Exercisability
             --------------
   Each  Stock  Option  Agreement  shall  specify  the  date  when  all  or  any
installment  of  the Option is to become exercisable.  To the extent required by
applicable law, an Option shall become exercisable no less rapidly than the rate
of  20%  per  year  for  each  of  the  first five years from the date of grant.
Subject  to  the  preceding  sentence, the exercisability of any Option shall be
determined  by  the  Committee  in  its  sole  discretion.

     (e)     Effect  of  Change  in  Control
             -------------------------------
   The Committee may determine, at the time of granting an Option or thereafter,
that such Option shall become fully exercisable as to all Shares subject to such
Option in the event that a Change in Control occurs with respect to the Company.

     (f)     Term
             ----
   The  Stock  Option  Agreement shall specify the term of the Option.  The term
shall  not  exceed  ten  years from the date of grant (or five (5) years for ten
percent  (10%)  shareholders  as  provided  in  Section  4(b)).  Subject  to the
preceding sentence, the Committee at its sole discretion shall determine when an
Option  is  to  expire.

     (g)     Exercise  of  Options  on  Termination  of  Service
             ---------------------------------------------------
   Each  Option  shall set forth the extent to which the Optionee shall have the
right  to  exercise  the  Option following termination of the Optionee's Service
with  the  Company and its Subsidiaries.  Such provisions shall be determined in
the  sole  discretion  of  the  Committee, need not be uniform among all Options
issued  pursuant  to the Plan, and may reflect distinctions based on the reasons
for  termination  of  employment.  Notwithstanding  the foregoing, to the extent
required  by  applicable  law, each Option shall provide that the Optionee shall
have  the right to exercise the vested portion of any Option held at termination
for  at  least 60 days following termination of Service with the Company for any
reason, and that the Optionee shall have the right to exercise the Option for at
least  six  months  if  the  Optionee's  Service  terminates  due  to  death  or
Disability.

     (h)     Payment  of  Option  Shares
             ---------------------------
   The entire Exercise Price of Shares issued under the Plan shall be payable in
lawful  money  of  the United States of America at the time when such Shares are
purchased,  except  as  provided  below:

     (i)     Surrender of Stock.  To the extent that a Stock Option Agreement so
             ------------------
     provides, payment may be made all or in part with Shares which have already
     been owned by the Optionee or Optionee's representative for any time period
     specified by the Committee and which are surrendered to the Company in good
     form  for  transfer. Such shares shall be valued at their Fair Market Value
     on  the  date  when  the  new  Shares  are  purchased  under  the  Plan.

     (ii) Promissory Notes. To the extent that a Stock Option Agreement or Stock
     ----------------
     Purchase  Agreement  so provides, payment may be made all or in part with a
     full  recourse  promissory  note  executed  by the Optionee or Offeree. The
     interest  rate  and  other  terms  and  conditions  of  such  note shall be
     determined by the Committee. The Committee may require that the Optionee or
     Offeree pledge his or her Shares to the Company for the purpose of securing
     the  payment  of  such  note.  In  no  event shall the stock certificate(s)
     representing  such Shares be released to the Optionee or Offeree until such
     note  is  paid  in  full.
     (iii)  Cashless  Exercise.  To  the extent that a Stock Option Agreement so
     ------------------
     provides and a public market for the Shares exists, payment may be made all
     or  in  part  by  delivery  (on  a  form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

     (iv)  Other  Forms  of  Payment. To the extent provided in the Stock Option
     -------------------------
     Agreement,  payment  may  be made in any other form that is consistent with
     applicable  laws,  regulations  and  rules.

<PAGE>

     (i) Modification,  Extension  and  Assumption  of  Options
         ------------------------------------------------------
Within  the  limitations of the Plan, the Committee may modify, extend or assume
outstanding  Options  or  may  accept  the  cancellation  of outstanding Options
(whether  granted  by  the Company or another issuer) in return for the grant of
new  Options  for  the same or a different number of Shares and at the same or a
different  Exercise  Price  or  for  other  consideration.


SECTION  9. ADJUSTMENT  OF  SHARES.
---------------------------------

     (a)     General
             -------
   In  the  event  of a subdivision of the outstanding Stock, a declaration of a
dividend  payable  in  Shares, a combination or consolidation of the outstanding
Stock  into a lesser number of Shares, a recapitalization, a reclassification or
a  similar occurrence, the Committee shall make appropriate adjustments, subject
to  the  limitations set forth in Section 9(c), in one or more of (i) the number
of Shares available for future Awards under Section 5, (ii) the number of Shares
covered  by  each outstanding Option or Purchase Agreement or (iii) the Exercise
Price  or  Purchase  Price  under  each  outstanding  Option  or  Stock Purchase
Agreement.

     (b)     Reorganizations
             ---------------
   In  the  event  that  the  Company  is a party to a merger or reorganization,
outstanding  Options  shall  be  subject  to  the  agreement  of  merger  or
reorganization, provided however, that the limitations set forth in Section 9(c)
shall  apply.

     (c)     Reservation  of  Rights
             -----------------------
   Except as provided in this Section 9, an Optionee or an Offeree shall have no
rights  by  reason of (i) any subdivision or consolidation of shares of stock of
any  class,  (ii)  the  payment  of  any dividend or (iii) any other increase or
decrease  in  the  number  of  shares  of  stock of any class.  Any issue by the
Company  of  shares of stock of any class, or securities convertible into shares
of  stock  of  any  class, shall not affect, and no adjustment by reason thereof
shall  be made with respect to, the number, Exercise Price or Purchase Agreement
of  Shares  subject  to  an Option or Stock Purchase Agreement.  The grant of an
Award pursuant to the Plan shall not affect in any way the right or power of the
Company  to  make  adjustments, reclassifications, reorganizations or changes of
its  capital  or  business  structure,  to  merge or consolidate or to dissolve,
liquidate,  sell  or  transfer  all  or  any  part  of  its  business or assets.

SECTION  10. WITHHOLDING  TAXES.
------------------------------

     (a)     General
             -------
   To  the extent required by applicable federal, state, local or foreign law, a
Participant  or his or her successor shall make arrangements satisfactory to the
Committee  for the satisfaction of any withholding tax obligations that arise in
connection with the Plan.  The Company shall not be required to issue any Shares
or  make  any  cash payment under the Plan until such obligations are satisfied.

     (b)     Share  Withholding
             ------------------
   The  Committee  may permit a Participant to satisfy all or part of his or her
withholding  or  income  tax obligations by having the Company withhold all or a
portion  of  any  Shares  that  otherwise  would  be  issued to him or her or by
surrendering  all or a portion of any Shares that he or she previously acquired.
Such  Shares  shall  be valued at their Fair Market Value on the date when taxes
otherwise  would  be withheld in cash.  Any payment of taxes by assigning Shares
to  the  Company  may  be  subject  to  restrictions, including any restrictions
required  by  rules  of any federal or state regulatory body or other authority.

     (c)     Cashless  Exercise/Pledge
             -------------------------
   The  Committee  may provide that if Company Shares are publicly traded at the
time  of  exercise,  arrangements may be made to meet the Optionee's withholding
obligation  by  cashless  exercise  or  pledge.

     (d)     Other  Forms  of  Payment
             -------------------------
   The  Committee  may  permit  such  other means of tax withholding as it deems
appropriate.

<PAGE>

SECTION  11. ASSIGNMENT  OR  TRANSFER  OF  AWARDS.
------------------------------------------------

     (a)     General
             -------
   An Award granted under the Plan shall not be anticipated, assigned, attached,
garnished,  optioned,  transferred  or  made  subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law, except as approved by
the  Committee.  Notwithstanding  the  foregoing,  ISOs may not be transferable.
Also  notwithstanding  the  foregoing,  Offerees  and Optionees may not transfer
their  rights  hereunder  except by will, beneficiary designation or the laws of
descent  and  distribution.

     (b)     Trusts
             ------
   Neither  this Section 11 nor any other provision of the Plan shall preclude a
Participant  from transferring or assigning Restricted Shares to (a) the trustee
of  a trust that is revocable by such Participant alone, both at the time of the
transfer  or  assignment and at all times thereafter prior to such Participant's
death,  or  (b)  the  trustee  of  any other trust to the extent approved by the
Committee  in  writing.  A transfer or assignment of Restricted Shares from such
trustee to any other person than such Participant shall be permitted only to the
extent  approved  in  advance by the Committee in writing, and Restricted Shares
held by such trustee shall be subject to all the conditions and restrictions set
forth  in  the  Plan  and  in  the  applicable Stock Award Agreement, as if such
trustee  were  a  party  to  such  Agreement.

SECTION  12. LEGAL  REQUIREMENTS.
-------------------------------

     Shares  shall not be issued under the Plan unless the issuance and delivery
of  such Shares complies with (or is exempt from) all applicable requirements of
law,  including (without limitation) the Securities Act of 1933, as amended, the
rules  and  regulations  promulgated  thereunder,  state  securities  laws  and
regulations,  and  the  regulations of any stock exchange on which the Company's
securities  may  then  be  listed.

SECTION  13. NO  EMPLOYMENT  RIGHTS.
----------------------------------

     No  provision  of the Plan, nor any right or Option granted under the Plan,
shall  be construed to give any person any right to become, to be treated as, or
to  remain  an  Employee.  The Company and its Subsidiaries reserve the right to
terminate  any  person's  Service  at  any  time  and  for  any  reason.

SECTION  14. DURATION  AND  AMENDMENTS.
-------------------------------------

     (a)     Term  of  the  Plan
             -------------------
 .  The  Plan,  as  set  forth  herein, shall become effective on the date of its
adoption  by  the  Board  of Directors, subject to the approval of the Company's
shareholders.  In  the  event  that  the  shareholders  fail to approve the Plan
within  twelve  (12)  months  after  its adoption by the Board of Directors, any
grants  already  made  shall be null and void, and no additional grants shall be
made  after  such  date.  The  Plan shall terminate automatically ten (10) years
after  its  adoption  by  the  Board  of  Directors and may be terminated on any
earlier  date  pursuant  to  Subsection  (b)  below.

     (b)     Right  to  Amend  or  Terminate  the  Plan
             ------------------------------------------
   The  Board of Directors may amend the Plan at any time and from time to time.
Rights and obligations under any right or Option granted before amendment of the
Plan  shall not be materially altered, or impaired adversely, by such amendment,
except  with  consent of the person to whom the right or Option was granted.  An
amendment  of  the  Plan  shall  be  subject  to  the  approval of the Company's
shareholders  only  to  the  extent  required by applicable laws, regulations or
rules  including  the  rules  of  any  applicable  exchange.

     (c)     Effect  of  Amendment  or  Termination
             --------------------------------------
   No  Shares  shall  be  issued  or  sold  under the Plan after the termination
thereof,  except  upon  exercise of an Option granted prior to such termination.
The  termination  of  the  Plan,  or any amendment thereof, shall not affect any
Shares  previously  issued  or  any  Option  previously  granted under the Plan.

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.


                                    M-GAB, INC.
                             2001 STOCK OPTION PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


     M-GAB,  Inc.  (the  "Company"), hereby grants an Option to purchase
shares  of  its  common stock ("Shares") to the Optionee named below.  The terms
and  conditions  of  the  Option  are  set  forth  in  this  cover sheet, in the
attachment  and  in  the  Company's  2001  Stock  Option  Plan  (the  "Plan").

Date  of  Grant:_________________
Name  of  Optionee:______________
Optionee's  Social  Security  Number:_______________________
Number  of  Shares  Covered  by  Option:____________________
Exercise  Price  per  Share:  $______________________
[must  be  at  least  100%  fair  market  value  on  Date  of  Grant]
Vesting  Start  Date:________________________

___     Check  here  if  Optionee is a 10% owner (so that exercise price must be
110%  of  fair  market  value  and  term  will  not  exceed  5  years).

BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED  IN  THE  ATTACHED  AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.


Optionee:_______________________
               (Signature)
Company:________________________
               (Signature)
Title:_________________________

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                                   M-GAB, INC.
                             2001 STOCK OPTION PLAN
                        INCENTIVE STOCK OPTION AGREEMENT


INCENTIVE  STOCK  OPTION     This  Option  is  intended to be an incentive stock
option  under  section  422 of the Internal Revenue Code and will be interpreted
accordingly.

VESTING  No Shares will vest until you have performed _________ (____) months of
Service  from  the  commencement  of  your  employment  with  the  Company.
Your  Option  shall vest as to ________ of the Shares on the date _______ (____)
months  from  the  Vesting  Start  Date as shown on the cover sheet. Thereafter,
Shares  shall  vest at the rate of _______ of the Shares at the end of each full
month  thereafter.  After you have completed _________ (____) months of Service,
the number of Shares which vest under this Option at the Exercise Price shall be
equal  to the product of the number of full months of your continuous employment
with the Company ("Service") (including any approved leaves of absence) from the
Vesting  Start  Date  times  the  number  of Shares covered by this Option times
________.  The  resulting  number of Shares will be rounded to the nearest whole
number. No additional Shares will vest after your Service has terminated for any
reason.

    You  should  note that you may exercise the Option prior to vesting.
In  that  case, the Company has a right to repurchase the unvested shares at the
original exercise price if you terminate employment before vesting in all shares
you purchased.  Also, if you exercise before vesting, you should consider making
an  83(b)  election.  Please  see  the attached Tax Summary.  The 83(b) election
                                                              ------------------
must  be  filed  within  30  days  of  the  date  you  exercise.
---------------------------------------------------------------

TERM     Your  Option  will  expire  in  any  event  at the close of business at
Company  headquarters on the day before the tenth anniversary (fifth anniversary
for  a  10%  owner) of the Date of Grant, as shown on the cover sheet.  (It will
expire  earlier  if  your  Service  terminates,  as  described  below.)

REGULAR  TERMINATION     If your Service terminates for any reason except death,
Disability  or  for "Cause," your Option will expire at the close of business at
Company  headquarters  on the 30th day after your termination date.  During that
30-day  period,  you may exercise that portion of your Option that was vested on
your  termination  date.

<PAGE>

DEATH     If  you die while in Service with the Company, your Option will expire
at  the  close  of business at Company headquarters on the date six months after
the  date  of  death.  During  that  six-month  period, your estate or heirs may
exercise  that  portion  of  your  Option  that was vested on the date of death.

DISABILITY  If  your  Service terminates because of your Disability, your Option
will  expire  at  the  close of business at Company headquarters on the date six
months after your termination date. (However, if your Disability is not expected
to  result  in  death  or to last for a continuous period of at least 12 months,
your  Option  will  be  eligible  for  ISO tax treatment only if it is exercised
within  three  months  following  the  termination of your Service.) During that
six-month  period,  you may exercise that portion of your Option that was vested
on  the  date  of  your  Disability.

"Disability"  means  that  you  are  unable to engage in any substantial gainful
activity  by reason of any medically determinable physical or mental impairment.

LEAVES  OF  ABSENCE     For  purposes  of  this  Option,  your  Service does not
terminate  when  you go on a bona fide leave of absence that was approved by the
Company  in  writing,  if  the  terms of the leave provide for continued service
crediting,  or  when  continued service crediting is required by applicable law.
However,  your  Service will be treated as terminating 30 days after you went on
leave,  unless  your right to return to active work is guaranteed by law or by a
contract.  Your  Service  terminates  in  any event when the approved leave ends
unless  you  immediately  return  to  active work.  The Company determines which
leaves count for this purpose, and when your Service terminates for all purposes
under  the  Plan.  The  Company  also  determines  the  extent  to which you may
exercise  the  vested  portion  of  your  Option  during  a  leave  of  absence.

NOTICE  OF  EXERCISE     When  you  wish  to  exercise  this  Option,  you  must
execute  Exhibit  A  (and,  f  exercise  is  prior  to vesting, you must execute
Exhibits  B  and  D). Your exercise will be effective when it is received by the
Company.  If  someone  else wants to exercise this Option after your death, that
person must prove to the Company's satisfaction that he or she is entitled to do
so.

FORM  OF  PAYMENT  When  you  submit  Exhibit A, you must include payment of the
Exercise Price for the Shares you are purchasing. Payment may be made in one (or
a  combination)  of  the  following  forms  at  the discretion of the committee:

     -  Your  personal check, a cashier's check or a money order.

     -  Shares  which you have owned for six months and which are surrendered to
     the  Company.  The value of the Shares, determined as of the effective date
     of  the  Option  exercise,  will  be  applied  to  the  Exercise  Price.

     - To the extent that a public market for the Shares exists as determined by
     the  Company,  by  delivery  (on  a form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell Shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

     -  Any  other form  of  legal  consideration  approved  by  the  Committee.

<PAGE>

WITHHOLDING TAXES     You will not be allowed to exercise this Option unless you
make  acceptable  arrangements to pay any withholding or other taxes that may be
due  as  a  result  of  the  Option exercise or the sale of Shares acquired upon
exercise  of  this  Option.

RESTRICTIONS ON RESALE      By signing this Agreement, you agree not to exercise
this  Option  or sell any Shares acquired upon exercise of this Option at a time
when  applicable  laws,  regulations  or Company or underwriter trading policies
prohibit  exercise  or  sale. In particular, the Company shall have the right to
designate  one  or more periods of time, each of which shall not exceed 180 days
in  length,  during  which  this  Option shall not be exercisable if the Company
determines  (in  its  sole discretion) that such limitation on exercise could in
any  way  facilitate  a lessening of any restriction on transfer pursuant to the
Securities  Act  or  any  state  securities laws with respect to any issuance of
securities  by  the Company, facilitate the registration or qualification of any
securities by the Company under the Securities Act or any state securities laws,
or  facilitate  the  perfection  of  any  exemption  from  the  registration  or
qualification  requirements  of  the  Securities  Act  or  any  applicable state
securities  laws for the issuance or transfer of any securities. Such limitation
on  exercise  shall  not  alter the vesting schedule set forth in this Agreement
other  than  to limit the periods during which this Option shall be exercisable.

     Furthermore, in respect of any underwritten public offering by the Company,
you  agree that you will not sell or otherwise transfer or dispose of any Shares
covered  by  this  Option  during  a  reasonable and customary period of time as
agreed  to by the Company and the underwriters, not to exceed the greater of (a)
180  days  following  the  effective  date  of the registration statement of the
Company  filed under the Securities Act in respect of such offering and (b) such
other  period  of  time  as  agreed  to  by  holders  of  a majority of the then
outstanding  Shares.  By signing this Agreement you agree to execute and deliver
such  other  agreements  as  may  be  reasonably requested by the Company or the
underwriter  which  are  consistent with the foregoing or which are necessary to
give  further effect thereto.  The Company may impose stop-transfer instructions
with respect to the Shares subject to the foregoing restriction until the end of
such  period.

     If the sale of Shares under the Plan is not registered under the Securities
Act  of  1933,  as amended (the "Securities Act"), but an exemption is available
which  requires  an  investment or other representation, you shall represent and
agree  at  the  time of exercise that the Shares being acquired upon exercise of
this  Option  are being acquired for investment, and not with a view to the sale
or distribution thereof, and shall make such other representations as are deemed
necessary  or  appropriate  by  the  Company  and  its  counsel.

<PAGE>

THE  COMPANY'S  RIGHT  OF  FIRST  REFUSAL In the event that you propose to sell,
pledge  or  otherwise  transfer  to a third party any Shares acquired under this
Agreement,  or any interest in such Shares, the Company shall have the "Right of
First  Refusal"  with  respect to all (and not less than all) of such Shares. If
you  desire  to  transfer  Shares acquired under this Agreement, you must give a
written "Transfer Notice" to the Company describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed transfer
price  and  the name and address of the proposed transferee. The Transfer Notice
shall be signed both by you and by the proposed transferee and must constitute a
binding  commitment  of  both  parties  to  the  transfer  of  the  Shares.

     The Company and its assignees shall have the right to purchase all, and not
less  than  all,  of  the  Shares  on the terms described in the Transfer Notice
(subject,  however, to any change in such terms permitted in the next paragraph)
by delivery of a Notice of Exercise of the Right of First Refusal within 30 days
after  the  date  when  the  Transfer  Notice  was received by the Company.  The
Company's  rights  under this Subsection shall be freely assignable, in whole or
in  part.

     If  the Company fails to exercise its Right of First Refusal within 30 days
after  the date when it received the Transfer Notice, you may, not later than 60
days  following  receipt  of  the  Transfer  Notice  by  the Company, conclude a
transfer  of  the  Shares  subject  to  the  Transfer  Notice  on  the terms and
conditions described in the Transfer Notice.  Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any
subsequent  proposed  transfer  by  you,  shall again be subject to the Right of
First  Refusal  and shall require compliance with the procedure described in the
paragraph  above.  If  the Company exercises its Right of First Refusal, you and
the  Company  (or  its assignees) shall consummate the sale of the Shares on the
terms  set  forth  in  the  Transfer  Notice.

     The  Company's  Right  of  First Refusal shall terminate upon the Company's
initial  public  offering.

The Company's Right of First Refusal
shall  inure  to  the benefit of its successors and assigns and shall be binding
upon  any  transferee  of  the  Shares.

RIGHT  OF  REPURCHASE     Following  termination of your Service for any reason,
the Company shall have the right to purchase all of those vested Shares that you
have  or  will  acquire  under  this  Option  (unvested  Shares  which have been
exercised  are  subject  to a Repurchase Option set forth in Exhibit A).  If the
Company  fails  to  provide you with written notice of its intention to purchase
such  Shares  before  or within 30 days of the date the Company receives written
notice  from you of your termination of Service, the Company's right to purchase
such  Shares  shall  terminate.  If  the Company exercises its right to purchase
such  Shares,  the Company will consummate the purchase of such Shares within 60
days  of  the  date  of  its  written notice to you.  The purchase price for any
Shares repurchased shall be the higher of the fair market value of the Shares on
the  date  of purchase or the aggregate Exercise Price for such Shares and shall
be paid in cash.  The Company's right of repurchase shall terminate in the event
that  Stock is listed on an established stock exchange or is quoted regularly on
the  Nasdaq  National  Market.  The fair market value shall be determined by the
Board  of  Directors  in  its  sole  discretion.

<PAGE>

TRANSFER  OF  OPTION     Prior to your death, only you may exercise this Option.
You  cannot transfer or assign this Option.  For instance, you may not sell this
Option  or  use  it  as  security for a loan.  If you attempt to do any of these
things,  this Option will immediately become invalid.  You may, however, dispose
of  this  Option  in  your  will.

     Regardless of any marital property settlement agreement, the Company is not
obligated  to  honor a Notice of Exercise from your spouse or former spouse, nor
is  the Company obligated to recognize such individual's interest in your Option
in  any  other  way.

RETENTION  RIGHTS     This  Agreement does not give you the right to be retained
by  the  Company  in  any capacity.  The Company reserves the right to terminate
your  Service  at  any  time  and  for  any  reason.

SHAREHOLDER RIGHTS     Neither you, nor your estate or heirs, have any rights as
a  shareholder  of  the Company until a certificate for the Shares acquired upon
exercise  of this Option has been issued.  No adjustments are made for dividends
or  other  rights  if  the  applicable  record  date  occurs  before  your stock
certificate  is  issued,  except  as  described  in  the  Plan.

ADJUSTMENTS     In  the  event  of  a stock split, a stock dividend or a similar
change  in  the Company's Stock, the number of Shares covered by this Option and
the  Exercise Price per share may be adjusted pursuant to the Plan.  Your Option
shall  be  subject  to  the  terms  of  the  agreement of merger, liquidation or
reorganization  in  the event the Company is subject to such corporate activity.

LEGENDS      All  certificates  representing the Shares issued upon exercise of
this  Option  shall,  where  applicable,  have  endorsed  thereon  the following
legends:  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS  ON  TRANSFER  AND  OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT  BETWEEN  THE  COMPANY  AND  THE  REGISTERED  HOLDER, OR SUCH HOLDER'S
PREDECESSOR  IN  INTEREST.  SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS
AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE COMPANY (OR ITS ASSIGNS) UPON THE
SALE  OF  THE  SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
SUCH  AGREEMENT  IS  ON  FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED  UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF
SHARES  REPRESENTED  BY  THIS  CERTIFICATE.

      THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
BE  OFFERED  AND  SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL,  SATISFACTORY  TO  THE  COMPANY  AND  ITS  COUNSEL,  THAT
REGISTRATION  AND  QUALIFICATION  UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED."

<PAGE>

APPLICABLE  LAW     This  Agreement  will  be interpreted and enforced under the
laws  of  the  State  of  California  (without  regard  to  their  choice of law
provisions).

THE  PLAN  AND  OTHER  AGREEMENTS  The  text of the Plan is incorporated in this
Agreement  by  reference.  Certain  capitalized terms used in this Agreement are
defined  in  the  Plan.

This  Agreement,  including  its attachments, and the Plan constitute the entire
understanding  between  you  and  the  Company  regarding this Option. Any prior
agreements,  commitments  or negotiations concerning this Option are superseded.

BY  SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ  SECTION  11,  "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT  YOU  CAN  AND  HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT  OF  THIS  OPTION.

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.


                                   M-GAB, INC.
                             2001 STOCK OPTION PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

     M-GAB,  Inc.  (the  "Company"), hereby grants an Option to purchase
shares  of  its  common stock ("Shares") to the Optionee named below.  The terms
and  conditions  of  the  Option  are  set  forth  in  this  cover sheet, in the
attachment  and  in  the  Company's  2001  Stock  Option  Plan  (the  "Plan").

Date  of  Grant:______________________
Name  of  Optionee:____________________
Optionee's  Social  Security  Number:_____________________
Number  of  Shares  Covered  by  Option:__________________
Exercise  Price  per  Share:  $_______________________
Vesting  Start  Date:________________

___  Check  here if Optionee is a 10% owner (so that exercise price must be 110%
     of  fair  market  value  and  term  will  not  exceed  5  years).

BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED  IN  THE  ATTACHED  AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.

Optionee:_______________________
             (Signature)
Company:________________________
             (Signature)
Title:__________________________

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.


                                    M-GAB, INC.
                             2001 STOCK OPTION PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

NONSTATUTORY  STOCK  OPTION This Option is not intended to be an incentive stock
option  under  section  422 of the Internal Revenue Code and will be interpreted
accordingly.

VESTING  No  Shares  will vest until you have performed _______ (____) months of
Service  from  the commencement of your employment with the Company. Your Option
shall  vest  as  to _______ of the Shares on the date _______ (____) months from
the  Vesting  Start  Date  as shown on the cover sheet. Thereafter, Shares shall
vest  at  the  rate  of  ________  of  the  Shares at the end of each full month
thereafter.  After  you  have  completed  ________ (____) months of Service, the
number  of  Shares  which  vest under this Option at the Exercise Price shall be
equal  to the product of the number of full months of your continuous employment
with the Company ("Service") (including any approved leaves of absence) from the
Vesting  Start  Date  times  the  number  of Shares covered by this Option times
________.  The  resulting  number of Shares will be rounded to the nearest whole
number. No additional Shares will vest after your Service has terminated for any
reason.

You  should  note that you may exercise the Option prior to vesting.
In  that  case, the Company has a right to repurchase the unvested shares at the
original exercise price if you terminate employment before vesting in all shares
you purchased.  Also, if you exercise before vesting, you should consider making
an  83(b)  election.  Please  see  the attached Tax Summary.  The 83(b) election
                                                              ------------------
must  be  filed  within  0  days  of  the  date  you  exercise.
   -----------------------------------------------------------

TERM     Your  Option  will  expire  in  any  event  at the close of business at
Company  headquarters on the day before the tenth anniversary (fifth anniversary
for  a  10%  owner) of the Date of Grant, as shown on the cover sheet.  (It will
expire  earlier  if  your  Service  terminates,  as  described  below.)

REGULAR  TERMINATION     If your Service terminates for any reason except death,
Disability,  or  for "Cause" your Option will expire at the close of business at
Company  headquarters  on the 30th day after your termination date.  During such
30-day  period,  you may exercise that portion of your Option that was vested on
your  termination  date.

<PAGE>

DEATH     If  you die while in Service with the Company, your Option will expire
at  the  close  of business at Company headquarters on the date six months after
the  date  of  death.  During  that  six-month  period, your estate or heirs may
exercise  that  portion  of  your  Option that was vested on your date of death.

DISABILITY  If  your  Service terminates because of your Disability, your Option
will  expire  at  the  close of business at Company headquarters on the date six
months  after  your  termination  date.  During  that  six-month period, you may
exercise that portion of your Option that was vested on your date of Disability.

"Disability"  means  that  you  are  unable to engage in any substantial gainful
activity  by reason of any medically determinable physical or mental impairment.

LEAVES  OF  ABSENCE     For  purposes  of  this  Option,  your  Service does not
terminate  when  you go on a bona fide leave of absence that was approved by the
Company  in  writing,  if  the  terms of the leave provide for continued service
crediting,  or  when  continued service crediting is required by applicable law.
However,  your  Service will be treated as terminating 30 days after you went on
leave,  unless  your  right  to  return  to  work  is  guaranteed by law or by a
contract.  Your  service  terminates  in  any event when the approved leave ends
unless  you  immediately return to Service.  The Company determines which leaves
count  for this purpose, and when your Service terminates for all purposes under
the  Plan.  The Company also determines the extent to which you may exercise the
vested  portion  of  your  Option  during  a  leave  of  absence.

NOTICE  OF  EXERCISE     When you wish to exercise this Option, you must execute
Exhibit  A (and if exercise is prior to vesting you must also execute Exhibits B
 ---------                                                            ----------
and D).  Your Exercise will be effective when it is received by the Company.  If
-----
someone  else  wants  to exercise this Option after your death, that person must
prove  to  the  Company's  satisfaction  that  he  or  she is entitled to do so.

FORM  OF  PAYMENT  When  you  submit  Exhibit A, you must include payment of the
                                     ---------
Exercise Price for the Shares you are purchasing. Payment may be made in one (or
a  combination)  of  the  following  forms  at  the discretion of the committee:

     -  Your  personal  check,  a  cashier's  check  or  a  money  order.

     -  Shares  which you have owned for six months and which are surrendered to
     the  Company.  The value of the Shares, determined as of the effective date
     of  the  Option  exercise,  will  be  applied  to  the  Exercise  Price.

     - To the extent that a public market for the Shares exists as determined by
     the  Company,  by  delivery  (on  a form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell Shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

     -  Any  other  form  of  legal  consideration  approved  by  the Committee.

<PAGE>

WITHHOLDING TAXES     You will not be allowed to exercise this Option unless you
make  acceptable  arrangements to pay any withholding or other taxes that may be
due  as  a  result  of  the  Option exercise or the sale of Shares acquired upon
exercise  of  this  Option.

RESTRICTIONS ON RESALE By signing this Agreement, you agree not to exercise this
Option  or  sell any Shares acquired upon exercise of this Option at a time when
applicable laws, regulations or Company or underwriter trading policies prohibit
exercise  or  sale. In particular, the Company shall have the right to designate
one  or more periods of time, each of which shall not exceed 180 days in length,
during  which this Option shall not be exercisable if the Company determines (in
its  sole  discretion)  that  such  limitation  on  exercise  could  in  any way
facilitate a lessening of any restriction on transfer pursuant to the Securities
Act  or  any state securities laws with respect to any issuance of securities by
the  Company,  facilitate the registration or qualification of any securities by
the Company under the Securities Act or any state securities laws, or facilitate
the  perfection  of  any  exemption  from  the  registration  or  qualification
requirements  of  the Securities Act or any applicable state securities laws for
the  issuance  or  transfer of any securities. Such limitation on exercise shall
not  alter  the vesting schedule set forth in this Agreement other than to limit
the  periods  during  which  this  Option  shall  be  exercisable.

     Furthermore, in respect of any underwritten public offering by the Company,
you  agree that you will not sell or otherwise transfer or dispose of any Shares
covered  by  this  Option  during  a  reasonable and customary period of time as
agreed  to by the Company and the underwriters, not to exceed the greater of (a)
180  days  following  the  effective  date  of the registration statement of the
Company  filed under the Securities Act in respect of such offering and (b) such
other  period  of  time  as  agreed  to  by  holders  of  a majority of the then
outstanding  Shares.  By signing this Agreement you agree to execute and deliver
such  other  agreements  as  may  be  reasonably requested by the Company or the
underwriter  which  are  consistent with the foregoing or which are necessary to
give  further effect thereto.  The Company may impose stop-transfer instructions
with respect to the Shares subject to the foregoing restriction until the end of
such  period.

     If the sale of Shares under the Plan is not registered under the Securities
Act  of  1933,  as amended (the "Securities Act"), but an exemption is available
which  requires  an  investment or other representation, you shall represent and
agree  at  the  time of exercise that the Shares being acquired upon exercise of
this  Option  are being acquired for investment, and not with a view to the sale
or distribution thereof, and shall make such other representations as are deemed
necessary  or  appropriate  by  the  Company  and  its  counsel.

THE  COMPANY'S  RIGHT  OF  FIRST  REFUSAL In the event that you propose to sell,
pledge  or  otherwise  transfer  to a third party any Shares acquired under this
Agreement,  or any interest in such Shares, the Company shall have the "Right of
First  Refusal"  with  respect to all (and not less than all) of such Shares. If
you  desire  to  transfer  Shares acquired under this Agreement, you must give a
written "Transfer Notice" to the Company describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed transfer
price  and  the name and address of the proposed transferee. The Transfer Notice
shall be signed both by you and by the proposed transferee and must constitute a
binding  commitment  of  both  parties  to  the  transfer  of  the  Shares.

<PAGE>

     The Company and its assignees shall have the right to purchase all, and not
less  than  all,  of  the  Shares  on the terms described in the Transfer Notice
(subject,  however, to any change in such terms permitted in the next paragraph)
by delivery of a notice of exercise of the Right of First Refusal within 30 days
after  the  date  when  the  Transfer  Notice  was  received  by  the  Company.

     The  Company's  rights under this Subsection shall be freely assignable, in
whole  or  in  part.

     If  the Company fails to exercise its Right of First Refusal within 30 days
after  the date when it received the Transfer Notice, you may, not later than 60
days  following  receipt  of  the  Transfer  Notice  by  the Company, conclude a
transfer  of  the  Shares  subject  to  the  Transfer  Notice  on  the terms and
conditions described in the Transfer Notice.  Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any
subsequent  proposed  transfer  by  you,  shall again be subject to the Right of
First  Refusal  and shall require compliance with the procedure described in the
paragraph  above.  If  the Company exercises its Right of First Refusal, you and
the  Company  (or  its assignees) shall consummate the sale of the Shares on the
terms  set  forth  in  the  Transfer  Notice.

     The  Company's  Right  of  First Refusal shall terminate upon the Company's
initial  public  offering.

     The  Company's  Right  of  First  Refusal shall inure to the benefit of its
successors  and  assigns and shall be binding upon any transferee of the Shares.

RIGHT  OF  REPURCHASE  Following termination of your Service for any reason, the
Company  shall  have  the  right to purchase all of those vested Shares that you
have  or  will  acquire  under  this  Option  (unvested  Shares  which have been
exercised  are  subject  to  a Repurchase Option set forth in Exhibit A). If the
Company  fails  to  provide you with written notice of its intention to purchase
such  Shares  before  or within 30 days of the date the Company receives written
notice  from you of your termination of Service, the Company's right to purchase
such Shares shall terminate. If the Company exercises its right to purchase such
Shares,  the  Company will consummate the purchase of such Shares within 60 days
of  the  date  of  its  written notice to you. The purchase price for any Shares
repurchased  shall  be  the higher of the fair market value of the Shares on the
date  of  purchase  or the aggregate Exercise Price for such Shares and shall be
paid  in  cash.  The  Company's right of repurchase shall terminate in the event
that  Stock is listed on an established stock exchange or is quoted regularly on
the  Nasdaq  National  Market.  The fair market value shall be determined by the
Board  of  Directors  in  its  sole  discretion.

<PAGE>

TRANSFER  OF  OPTION Prior to your death, only you may exercise this Option. You
cannot  transfer  or  assign  this  Option.  For instance, you may not sell this
Option  or  use  it  as  security  for a loan. If you attempt to do any of these
things,  this  Option will immediately become invalid. You may, however, dispose
of  this  Option  in  your  will.

Regardless  of  any  marital  property  settlement agreement, the Company is not
obligated  to  honor a Notice of Exercise from your spouse or former spouse, nor
is  the Company obligated to recognize such individual's interest in your Option
in  any  other  way.

RETENTION  RIGHTS     This  Agreement does not give you the right to be retained
by  the  Company  in  any capacity.  The Company reserves the right to terminate
your  Service  at  any  time  and  for  any  reason.

SHAREHOLDER RIGHTS     Neither you, nor your estate or heirs, have any rights as
a  shareholder  of  the Company until a certificate for the Shares acquired upon
exercise  of this Option has been issued.  No adjustments are made for dividends
or  other  rights  if  the  applicable  record  date  occurs  before  your stock
certificate  is  issued,  except  as  described  in  the  Plan.

ADJUSTMENTS  In the event of a stock split, a stock dividend or a similar change
in  the  Company  Stock,  the  number  of  Shares covered by this Option and the
Exercise Price per share may be adjusted pursuant to the Plan. Your Option shall
be  subject  to  the  terms  of  the  agreement  of  merger,  liquidation  or
reorganization  in  the event the Company is subject to such corporate activity.

LEGENDS  All  certificates  representing the Shares issued upon exercise of this
Option  shall,  where  applicable,  have endorsed thereon the following legends:

      "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS  ON  TRANSFER  AND  OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT  BETWEEN  THE  COMPANY  AND  THE  REGISTERED  HOLDER, OR SUCH HOLDER'S
PREDECESSOR  IN  INTEREST.  SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS
AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE COMPANY (OR ITS ASSIGNS) UPON THE
SALE  OF  THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY.  A COPY OF
SUCH  AGREEMENT  IS  ON  FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED  UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF
SHARES  REPRESENTED  BY  THIS  CERTIFICATE.

<PAGE>

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL,  SATISFACTORY  TO  THE  COMPANY  AND  ITS  COUNSEL,  THAT
REGISTRATION  AND  QUALIFICATION  UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED."

APPLICABLE  LAW     This  Agreement  will  be interpreted and enforced under the
laws  of  the  State  of  California  (without  regard  to  their  choice of law
provisions).

THE  PLAN  AND  OTHER  AGREEMENTS  The  text of the Plan is incorporated in this
Agreement  by  reference.  Certain  capitalized terms used in this Agreement are
defined  in  the  Plan.

This  Agreement and the Plan constitute the entire understanding between you and
the  Company  regarding  this  Option.  Any  prior  agreements,  commitments  or
negotiations  concerning  this  Option  are  superseded.

BY  SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ  SECTION  11,  "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT  YOU  CAN  AND  HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT  OF  THIS  OPTION.

<PAGE>


                                    EXHIBIT A

                                   M-GAB, INC.
                               -------------------

             Notice of Exercise and Common Stock Purchase Agreement
             ------------------------------------------------------


                                  WITNESSETH:

     THIS  AGREEMENT  is  dated  as of ___________, ____, between M-GAB,
Inc.  (the  "Company"),  and  _________________  ("Purchaser").

     WHEREAS,  the  Company  and  Purchaser  are  parties  to  that  certain ___
Incentive  ___ Nonstatutory Stock Option Agreement dated as of ___________, ____
(the  "Option  Agreement")  pursuant  to  which  the  Purchaser has the right to
purchase  up  to  ______  shares  of  the  Company's  common  stock (the "Option
Shares");  and

WHEREAS,  the Option is exercisable with respect to certain of the Option Shares
as  of  the  date  hereof;  and

WHEREAS,  pursuant to the Option Agreement, Purchaser desires to purchase shares
of  the  Company  as  herein described, on the terms and conditions set forth in
this  Agreement,  the  Option  Agreement  and the M-GAB, Inc. 2001 Stock
Option  Plan (the "Plan").  Certain capitalized terms used in this Agreement are
defined  in  the  Plan.

NOW,  THEREFORE,  it  is  agreed  between  the  parties  as  follows:

SECTION  1:   PURCHASE  OF  SHARES.
-----------------------------------

     (a)     Pursuant  to  the  terms  of the Option Agreement, Purchaser hereby
agrees  to purchase from the Company and the Company agrees to sell and issue to
Purchaser  _________  shares of the Company's common stock (the "Stock") for the
Exercise  Price  per share specified in the Option Agreement payable by personal
check,  cashier's check or money order, if permitted by the Option Agreement, as
follows:  _______________________________.  Payment  shall  be  delivered at the
Closing,  as  such  term  is  hereinafter  defined.

     (b) The closing hereunder (the "Closing") shall occur at the offices of the
Company  on  __________, ____, or such other time and place as may be designated
by  the  Company  (the  "Closing  Date").


SECTION  2:   REPURCHASE  OPTION
--------------------------------

     All  unvested  shares  of  the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Repurchase Option Stock") shall be
subject  to  the  following  option  (the  "Repurchase  Option"):

     (a)     In  the  event  the  Purchaser  terminates service with the Company
("Service")  for any reason, with or without cause, the Company may exercise the
Repurchase  Option.

<PAGE>

     (b)  Purchaser  understands that the Stock is being sold in order to induce
Purchaser  to  become  and/or  remain  associated  with  the Company and to work
diligently  for  the success of the Company and that the Repurchase Option Stock
will  continue  to  vest in accordance with the schedule set forth in the Option
Agreement.  Accordingly,  the Company shall have the right at any time within 90
days  after the termination of Service to purchase from the Purchaser all shares
of  Stock purchased hereunder which have not vested in accordance with the terms
of  such  vesting  schedule in the Option Agreement. The purchase price for such
unvested shares of Repurchase Option Stock shall be the Exercise Price per share
paid  by  Purchaser for such shares pursuant to the Option (the "Option Price").
The  purchase  price  shall  be  paid  by  certified  or  cashier's  check or by
cancellation  of  any  indebtedness  of  Purchaser  to  the  Company.

     (c) Nothing in this Agreement shall be construed as a right by purchaser to
be  employed  by  Company,  or  a  parent  or  subsidiary  of  Company.

SECTION  3:   EXERCISE  OF  REPURCHASE  OPTION
----------------------------------------------

     The  Repurchase  Option  shall  be exercised by written notice signed by an
officer of the Company and delivered or mailed as provided in Section 16 of this
Agreement  and to the Escrow Agent as provided in Section 16 of the Joint Escrow
Instructions  attached  as  Exhibit  B  to  the  Option  Agreement.

SECTION  4:   WAIVER,  ASSIGNMENT,  EXPIRATION  OF  REPURCHASE  OPTION
----------------------------------------------------------------------

     If  the Company waives or fails to exercise the Repurchase Option as to all
of  the  shares subject thereto, the Company may, in the discretion of its Board
of  Directors,  assign  the  Repurchase Option to any other holder or holders of
preferred  or  common  stock of the Company in such proportions as such Board of
Directors may determine.  In the event of such an assignment, the assignee shall
pay  to  the  Company  in  cash  an amount equal to the fair market value of the
Repurchase  Option.  The  Company  shall promptly, upon expiration of the 90-day
period  referred to in Section 2 above, notify Purchaser of the number of shares
subject  to the Repurchase Option assigned to such stockholders and shall notify
both  the Purchaser and the assignees of the time, place and date for settlement
of  such  purchase, which must be made within 90 days from the date of cessation
of  continuous  employment.  In the event that the Company and/or such assignees
do  not  elect to exercise the Repurchase Option as to all or part of the shares
subject  to  it,  the  Repurchase Option shall expire as to all shares which the
Company  and/or  such  assignees  have  not  elected  to  purchase.

SECTION  5:   ESCROW  OF  SHARES
--------------------------------

     (a)     As  security  for  Purchaser's faithful performance of the terms of
this Agreement and to ensure the availability for delivery of Purchaser's shares
upon  exercise of the Repurchase Option herein provided for, Purchaser agrees at
the  Closing hereunder, to deliver to and deposit with the Escrow Agent named in
the Joint Escrow Instructions attached to the Option Agreement as Exhibit B, the
certificate  or  certificates  evidencing  the  Option  Stock  subject  to  the
Repurchase  Option  and  two Assignments Separate from Certificate duly executed
(with  date  and  number  of shares in blank) in the form attached to the Option
Agreement  as  Exhibit D.  Such documents are to be held by the Escrow Agent and
delivered  by  the Escrow Agent pursuant to the Joint Escrow Instructions, which
instructions  shall  also  be  delivered  to  the  Escrow  Agent  at the Closing
hereunder.

     (b)     Within  30  days  after  the  last day of each successive completed
calendar  quarter  after  the Closing Date, if Purchaser so requests, the Escrow
Agent  will  deliver  to  Purchaser  certificates representing so many shares of
Stock  as  are  no  longer subject to the Repurchase Option (less such shares as
have  been  previously  delivered).  Ninety  days after cessation of Purchaser's
employment  with the Company the Company will direct the Escrow Agent to deliver
to Purchaser a certificate or certificates representing the number of shares not
repurchased  by  the  Company  or  its  assignees  pursuant  to  exercise of the
Repurchase  Option  (less  such  shares  as  have  been  previously  delivered).

<PAGE>

SECTION  6:   ADJUSTMENT  OF  SHARES
------------------------------------

     Subject  to the provisions of the Articles of Incorporation of the Company,
if,  from  time  to  time  during  the  term  of  the  Repurchase  Option:

     (a)     there  is any stock dividend or liquidating dividend of cash and/or
property,  stock  split or other change in the character or amount of any of the
outstanding  securities  of  the  Company,  or

     (b) there is any consolidation, merger or sale of all or substantially all,
of  the assets of the Company, then, in such event, any and all new, substituted
or  additional  securities  or  other property to which Purchaser is entitled by
reason  of  Purchaser's  ownership of the shares shall be immediately subject to
such  Repurchase  Option  with the same force and effect as the shares of Option
Stock from time to time subject to the Repurchase Option. While the total Option
Price shall remain the same after each such event, the Option Price per share of
Option  Stock  upon exercise of the Repurchase Option shall be appropriately and
equitably  adjusted  as  determined  by  the  Board of Directors of the Company.

SECTION  7:   THE  COMPANY'S  RIGHT  OF  FIRST  REFUSAL.
--------------------------------------------------------

     Before  any  shares  of  Stock  registered in the name of Purchaser and not
subject  to  the Repurchase Option may be sold or transferred, such shares shall
first  be  offered  to  the  Company  as  set  forth  in  the  Option Agreement.

SECTION  8:   PURCHASER'S RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF
--------------------------------------------------------------------------------
FIRST  REFUSAL.
---------------

     If the Company makes available, at the time and place and in the amount and
form  provided  in  this  Agreement,  the  consideration  for  the  Stock  to be
repurchased  in  accordance  with  the  provisions  of  Sections 2 and 7 of this
Agreement, then from and after such time the person from whom such shares are to
be repurchased shall no longer have any rights as a holder of such shares (other
than  the right to receive payment of such consideration in accordance with this
Agreement).  Such  shares shall be deemed to have been repurchased in accordance
with  the  applicable  provisions  hereof,  whether  or  not  the certificate(s)
therefor  have  been  delivered  as  required  by  this  Agreement.

SECTION  9:   TRANSFER  BY  PURCHASER  TO  CERTAIN  TRUSTS.
-----------------------------------------------------------

     Purchaser  shall  have  the  right  to  transfer  all  or  any  portion  of
Purchaser's  interest  in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 5 of this Agreement, to a
trust  established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or  Purchaser's  children,  without being subject to the provisions of Section 7
hereof,  provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement.  The transferee shall
execute  a  copy of Exhibit C attached to the Option Agreement and file the same
with  the  Secretary  of  the  Company.

SECTION  10:   LEGEND  OF  SHARES.
----------------------------------

     All  certificates  representing  the  Stock  purchased under this Agreement
shall,  where  applicable,  have  endorsed  thereon the legends set forth in the
Option  Agreement  and any other legends required by applicable securities laws.

<PAGE>

SECTION  11:   PURCHASER'S  INVESTMENT  REPRESENTATIONS.
--------------------------------------------------------

     (a)     This  Agreement is made with Purchaser in reliance upon Purchaser's
representation  to the Company, which by Purchaser's acceptance hereof Purchaser
confirms,  that  the  Stock  which  Purchaser will receive will be acquired with
Purchaser's  own  funds  for investment for an indefinite period for Purchaser's
own  account,  not  as  a  nominee  or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling,  granting  participation  in,  or  otherwise distributing the same, but
subject,  nevertheless,  to  any  requirement  of  law  that  the disposition of
Purchaser's  property  shall  at  all  times  be within Purchaser's control.  By
executing  this  Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or  grant  participation, to such person or to any third person, with respect to
any  of  the  Stock.

     (b)  Purchaser  understands  that  the  Stock  will  not  be  registered or
qualified  under  federal  or  state securities laws on the ground that the sale
provided  for  in  this  Agreement  is exempt from registration or qualification
under  federal  or state securities laws and that the Company's reliance on such
exemption  is  predicated  on  Purchaser's  representations  set  forth  herein.

     (c)  Purchaser agrees that in no event will Purchaser make a disposition of
any  of  the  Stock (including a disposition under Section 9 of this Agreement),
unless  and  until (i) Purchaser shall have notified the Company of the proposed
disposition  and  shall  have  furnished  the  Company  with  a statement of the
circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished  the Company with an opinion of counsel satisfactory to the Company to
the  effect  that  (A)  such  disposition  will  not  require  registration  or
qualification  of  such  Stock  under  federal  or  state securities laws or (B)
appropriate action necessary for compliance with the federal or state securities
laws  has  been  taken  or (iii) the Company shall have waived, expressly and in
writing,  its  rights  under  clauses  (i)  and  (ii)  of  this  section.

     (d)  With respect to a transaction occurring prior to such date as the Plan
and  Stock  thereunder  are  covered  by  a  valid  Form  S-8 or similar federal
registration  statement,  this  subsection shall apply unless the transaction is
covered  by  the  exemption in Nevada General Corporation Law or a similar broad
based  exemption. In connection with the investment representations made herein,
Purchaser  represents  that  Purchaser is able to fend for himself or herself in
the  transactions  contemplated  by  this  Agreement,  has  such  knowledge  and
experience  in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's investment, has the ability to bear the economic
risks  of  Purchaser's investment and has been furnished with and has had access
to  such  information  as  would be made available in the form of a registration
statement  together  with  such additional information as is necessary to verify
the  accuracy  of the information supplied and to have all questions answered by
the  Company.

     (e)  Purchaser  understands  that if the Company does not register with the
Securities  and  Exchange  Commission  pursuant  to Section 12 of the Securities
Exchange  Act  of  1934,  as  amended  (the "Exchange Act") or if a registration
statement  covering  the  Stock  (or  a  filing  pursuant  to the exemption from
registration  under  Regulation  A  of  the  Securities  Act  of 1933) under the
Securities  Act  of  1933  is  not  in effect when Purchaser desires to sell the
Stock,  Purchaser may be required to hold the Stock for an indeterminate period.
Purchaser  also  acknowledges  that  Purchaser  understands that any sale of the
Stock  which  might  be  made  by  Purchaser in reliance upon Rule 144 under the
Securities  Act  of  1933 may be made only in limited amounts in accordance with
the  terms  and  conditions  of  that  Rule.

SECTION  12:   ASSISTANCE  TO  PURCHASER  UNDER  RULE  144.
-----------------------------------------------------------

     The  Company  covenants  and  agrees  that  (a) at all times after it first
becomes  subject  to  the  reporting  requirements of Section 13 or 15(d) of the
Exchange  Act,  it  will  use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Securities Act of 1933, and
that  if  prior  to  becoming  subject  to  such  reporting  requirements  an
over-the-counter  market develops for the Stock, it will make publicly available
the  information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon
request,  with  all  information required for the preparation and filing of Form
144;  and (c) it will on a timely basis use its best efforts to file all reports
required  to  be  filed  and  make  all  disclosures,  including  disclosures of
materially  adverse  information,  required  to  permit  Purchaser  to  make the
required  representations  in  Form  144.

<PAGE>

SECTION  13:   NO  DUTY  TO  TRANSFER  IN  VIOLATION  HEREUNDER.
----------------------------------------------------------------

     The  Company  shall not be required (a) to transfer on its books any shares
of  Stock  of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such  shares or to accord the right to vote as such owner or to pay dividends to
any  transferee  to  whom  such  shares  shall  have  been  so  transferred.

SECTION  14:   RIGHTS  OF  PURCHASER.
-------------------------------------

     Except  as  otherwise  provided herein, Purchaser shall, during the term of
this  Agreement,  exercise  all  rights  and  privileges of a stockholder of the
Company  with  respect  to  the  Stock.

SECTION  15:   OTHER  NECESSARY  ACTIONS.
-----------------------------------------

     The  parties  agree  to  execute  such further instruments and to take such
further  action  as  may reasonably be necessary to carry out the intent of this
Agreement.

SECTION  16:   NOTICE.
----------------------

     Any  notice  required  or permitted hereunder shall be given in writing and
shall  be  deemed  effectively  given  upon  the  earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with  postage  and  fees  prepaid,  addressed  to  the other party hereto at the
address  last  known  or at such other address as such party may designate by 10
days'  advance  written  notice  to  the  other  party  hereto.

SECTION  17:   SUCCESSORS  AND  ASSIGNS.
----------------------------------------

     This  Agreement shall inure to the benefit of the successors and assigns of
the  Company  and,  subject to the restrictions on transfer herein set forth, be
binding  upon  Purchaser  and  Purchaser's  heirs,  executors,  administrators,
successors  and assigns.  The failure of the Company in any instance to exercise
the  Repurchase  Option  or  rights  of  first  offer described herein shall not
constitute  a waiver of any other Repurchase Option or right of first offer that
may subsequently arise under the provisions of this Agreement.  No waiver of any
breach  or  condition  of  this  Agreement shall be deemed to be a waiver of any
other  or subsequent breach or condition, whether of a like or different nature.

SECTION  18:   APPLICABLE  LAW.
-------------------------------

     This  Agreement shall be governed by, and construed in accordance with, the
laws  of  the State of California, as such laws are applied to contracts entered
into  and  performed  in  such  state.

<PAGE>

SECTION  19:   NO  STATE  QUALIFICATION.
----------------------------------------

     THE  SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN  QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEVADA AND
THE  ISSUANCE  OF  SUCH  SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION  THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF  SECURITIES  IS  EXEMPT FROM THE QUALIFICATION.  THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS  THE  SALE  IS  SO  EXEMPT.

SECTION  20:   NO  ORAL  MODIFICATION.
--------------------------------------

     No modification of this Agreement shall be valid unless made in writing and
signed  by  the  parties  hereto.

SECTION  21:   ENTIRE  AGREEMENT.
---------------------------------

     This  Agreement and the Option Agreement constitute the entire complete and
final  agreement  between  the  parties hereto with regard to the subject matter
hereof.

     IN  WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.


M-GAB,  INC.                                PURCHASER

By  _________________________               _____________________________

<PAGE>

                                    EXHIBIT B
                                    ---------
                            JOINT ESCROW INSTRUCTIONS
                            -------------------------

                                 _________, _____


Secretary
_____________________

Dear  Sir  or  Madam:

     As  Escrow  Agent  for  both  M-GAB,  Inc.  (the  "Company"),   and
___________________  ("Purchaser"),  you  are  hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain Common
Stock  Purchase  Agreement  (the  "Agreement") of even date herewith, to which a
copy  of  these  Joint Escrow Instructions is attached as Exhibit B to a certain
Stock  Option  dated  ________  ("Option  Agreement"),  in  accordance  with the
following  instructions:

1.          In  the  event  the  Company  shall elect to exercise the Repurchase
Option set forth in the Agreement, the Company shall give to Purchaser and you a
written  notice  as provided in the Agreement.  Purchaser and the Company hereby
irrevocably  authorize  and  direct you to close the transaction contemplated by
such  notice,  including  prompt  delivery  of  stock  certificates.

2.     At the closing, you are directed (a) to date the stock assignment form or
forms  necessary  for  the  transfer  in  question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate
or  certificates evidencing the shares to be transferred, to the Company against
the  simultaneous  delivery  to  you of the purchase price (by certified or bank
cashier's  check)  for  the  number  of  shares  being purchased pursuant to the
exercise  of  the  Repurchase  Option.

3.     Purchaser  irrevocably  authorizes  the  Company  to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for  the  term  of  this  escrow  to execute with respect to such securities all
documents  necessary  or  appropriate  to make such securities negotiable and to
complete any transaction herein contemplated.  Subject to the provisions of this
Section 3, Purchaser shall exercise all rights and privileges, including but not
limited  to,  the  right  to  vote  and  to  receive  dividends  (if  any), of a
stockholder  of  the  Company  while  the  shares  are  held  by  you.

4.     In  accordance with the terms of Section 5 of the Agreement, you may from
time  to time deliver to Purchaser a certificate or certificates representing so
many  shares  as  are  no  longer  subject  to  the  Repurchase  Option.

5.     This escrow shall terminate upon the release of all shares held under the
terms  and  provisions  hereof.

6.     If  at  the  time  of  termination of this escrow you should have in your
possession  any  documents, securities or other property belonging to Purchaser,
you  shall  deliver  all  of  same to Purchaser and shall be discharged from all
further  obligations  hereunder.

<PAGE>

7.     Your  duties  hereunder may be altered, amended, modified or revoked only
by  a  writing  signed  by  all  of  the  parties  hereto.

8.     You  shall  be  obligated  only for the performance of such duties as are
specifically  set forth herein and may rely and shall be protected in relying or
refraining  from  acting  on  any  instrument  reasonably  believed by you to be
genuine  and  to  have  been signed or presented by the proper party or parties.
You  shall  not  be  personally  liable  for  any  act  you may do or omit to do
hereunder  as  Escrow  Agent or as attorney-in-fact of Purchaser while acting in
good  faith  and  in the exercise of your own good judgment, and any act done or
omitted  by you pursuant to the advice of your own attorneys shall be conclusive
evidence  of  such  good  faith.

9.     You  are  hereby  expressly  authorized to disregard any and all warnings
given  by  any  of  the  parties  hereto  or by any other person or corporation,
excepting  only  orders  or  process  of courts of law, and are hereby expressly
authorized  to  comply  with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree of any court,
you  shall  not  be  liable to any of the parties hereto or to any other person,
firm  or  corporation  by  reason  of  such compliance, notwithstanding any such
order,  judgment  or decree being subsequently reversed, modified, annulled, set
aside,  vacated  or  found  to  have  been  entered  without  jurisdiction.

10.     You  shall  not  be  liable  in  any respect on account of the identity,
authority  or  rights  of  the  parties executing or delivering or purporting to
execute  or deliver the Agreement or any documents or papers deposited or called
for  hereunder.

11.     You  shall  not  be  liable  for  the  outlawing of any rights under any
statute  of  limitations  with respect to these Joint Escrow Instructions or any
documents  deposited  with  you.

12.     You  shall be entitled to employ such legal counsel and other experts as
you  may  deem  necessary  properly  to  advise  you  in  connection  with  your
obligations  hereunder  and  may  rely  upon  the  advice  of  such  counsel.

13.     Your  responsibilities  as Escrow Agent hereunder shall terminate if you
shall  cease  to  be  Secretary of the Company or if you shall resign by written
notice  of  each party.  In the event of any such termination, the Company shall
appoint  any  officer  of  the  Company  as  successor  Escrow  Agent.
14.     If  you  reasonably  require  other or further instruments in connection
with  these  Joint  Escrow  Instructions  or  obligations in respect hereto, the
necessary  parties  hereto  shall  join  in  furnishing  such  instruments.

15.     It  is  understood and agreed that should any dispute arise with respect
to  the  delivery and/or ownership or right of possession of the securities held
by  you  hereunder, you are authorized and directed to retain in your possession
without  liability  to  anyone  all  or  any  part of said securities until such
dispute  shall  have  been  settled  either  by  mutual written agreement of the
parties  concerned  or  by  a  final  order,  decree  or  judgment of a court of
competent  jurisdiction  after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any  such  proceedings.

16.     Any notice required or permitted hereunder shall be given in writing and
shall  be deemed effectively given upon personal delivery or upon deposit in the
United States Post Office, by registered or certified mail with postage and fees
prepaid,  addressed  to  each  of  the  other  parties  thereunto  entitled.

17.     By  signing  these  Joint Escrow Instructions, you become a party hereto
only  for  the  purpose  of  said Joint Escrow Instructions; you do not become a
party  to  the  Agreement.

18.     This  instrument  shall  be governed by and construed in accordance with
the  laws  of  the  State  of  California.

<PAGE>

19.     This  instrument  shall  be binding upon and inure to the benefit of the
parties  hereto  and  their  respective  successors  and  permitted  assigns.


                                               Very  truly  yours,
                                               M-GAB,  Inc.

                                               By  ___________________________

ESCROW  AGENT:                                 PURCHASER:
__________________________                     ______________________________

<PAGE>



                                    EXHIBIT C
                                    ---------
                   ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND
                   -------------------------------------------
        BY THE NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT OF
        ----------------------------------------------------------------
                                   M-GAB, INC.
                               -------------------

     The  undersigned,  as  transferee  of shares of M-GAB, Inc., hereby
acknowledges  that  he  or  she has read and reviewed the terms of the Notice of
Exercise  and  Common Stock Purchase Agreement of M-GAB, Inc. and hereby
agrees  to  be  bound by the terms and conditions thereof, as if the undersigned
had  executed  said  Agreement  as  an  original  party  thereto.


                                           Dated:  ____________________,  ____.


                                           By  ___________________________

<PAGE>


                                    EXHIBIT D
                                    ---------

                      ASSIGNMENT SEPARATE FROM CERTIFICATE
                      ------------------------------------

     FOR  VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto _________________________ ________________________ (________)
shares  of  the Common Stock of M-GAB, Inc. (the "Company"), standing in
__________  name  on  the  books  of  the Company represented by Certificate No.
________________  herewith  and  hereby  irrevocably  constitutes  and  appoints
________________  Attorney  to  transfer  said stock on the books of the Company
with  full  power  of  substitution  in  the  premises.

     Dated:  ____________________,  ____.

<PAGE>


                                     BYLAWS

                                       OF

                          M-GAB DEVELOPMENT CORPORATION

                              A FLORIDA CORPORATION




<PAGE>