LOCK-UP  AGREEMENT


                            October  4,  2001


M-GAB  Development  Corporation
1059  E.  Skyler  Drive
Draper,  Utah  84020

     The  undersigned  understands that M-GAB Development Corporation, a Florida
corporation  (the  "Company")  has  undertaken  the  filing  of  a  registration
statement,  on Form SB-2 (the "Registration Statement"), with the Securities and
Exchange  Commission  (the  "SEC").

     For  good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged, the undersigned hereby agrees, beginning upon the effectiveness of
the  Registration  Statement and extending for a period of sixty (60) days after
the  termination  of  the  offering  of 2,000,000 shares of Company common stock
offered  in  the  Registration Statement (the "Lock-Up Period"), not to offer to
sell,  contract to sell or otherwise sell, dispose of, loan, pledge or grant any
rights  with  respect  to  (collectively, a "Disposition") the 450,000 shares of
Company  common  stock  owned  of record and beneficially by the undersigned and
included  in  the  Registration  Statement  (collectively,  the  "Securities").

     The foregoing restriction is expressly agreed to preclude the holder of the
Securities  from  engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a Disposition of Securities or
to  have  the  economic consequence of a transfer of ownership of the Securities
during  the  Lock-Up  Period  even  if  such  Securities would be disposed of by
someone  other  than  the  undersigned.  Such  prohibited  hedging  or  other
transactions  would  include  without  limitation any short sale (whether or not
against  the box) or any purchase, sale or grant of any right (including without
limitation  any  put  or  call  option)  with  respect to any Securities or with
respect  to  any security (other than a broad-based market basket or index) that
includes,  relates  to  or  derives  any  significant  part  of  its  value from
Securities.

     Furthermore,  the  undersigned  hereby  agrees and consents to the entry of
stop  transfer  instructions  with  the  Company's  transfer  agent  against the
transfer  of  the  Securities  held by the undersigned except in compliance with
this  Lock-Up  Agreement.  In  the  event that the Registration Statement is not
declared  effective, then this Lock-Up Agreement shall be of no further force or
effect.

     This  agreement  will be governed and construed in accordance with the laws
of  the  State  of California. The undersigned agree to perform any further acts
and  execute and deliver any other documents that may be reasonably necessary to
carry  out  provisions  of this Lock-Up Agreement. This Lock-Up Agreement may be
altered,  amended  or  modified  in  whole  or  in  part  at  any  time  only
by  a  writing  signed  by  the  Company and the undersigned.  This Lock-Up
Agreement  shall  be binding upon and shall inure to the benefit of the parties,
their  respective  heirs,  legal representatives, beneficiaries, successors, and
permitted  assigns.

     The  undersigned  covenant  and  enter into this Lock-Up Agreement with the
knowledge  that  a  restriction  on  the  sale  of  stock by Company insiders is
important  to  the  SEC  and  potential  investors  and that the parties will be
irreparably  damaged  in  the  event  this Lock-Up Agreement is not specifically
enforced.  Accordingly,  in the event of any controversy concerning the right or
obligation  to  purchase  or sell any of the stock of this Company or to perform
any other act pursuant to this Lock-Up Agreement, such right or obligation shall
be  enforceable  in a court of equity by a decree of specific performance.  Such
remedy  shall  be cumulative and non-exclusive, being in addition to any and all
other  remedies  the  parties  may  have.  The  party  against  whom  specific
enforcement  is  being  sought  hereby  waives  any  requirement for securing or
posting  bond  in connection with the enforcing party obtaining an injunction or
other  form  of  equitable  relief.

     In  the  event  any  party  hereto  shall bring any action or proceeding to
enforce  any provision of this Lock-Up Agreement against any other party (or any
transferee or rights pursuant hereto), the prevailing party, whether at trial or
on  appeal,  shall  be  entitled  to recover reasonable attorney fees, costs and
disbursements  in  addition to any other relief to which such party is entitled.
If  any  provision  of this Lock-Up Agreement shall be for any reason invalid or
unenforceable,  the  remaining  provisions  shall  nevertheless continue in full
force  without  being  invalidated  in  any  way.  This Lock-Up Agreement may be
executed  in  counterparts  or  by  the use of separate signature pages attached
here,  and  shall  constitute  one  (1)  agreement, binding on the parties, even
though  all the parties do not sign the same counterpart or same signature page.
A  facsimile  signature  shall  be deemed as effective as an original signature.

     IN WITNESS WHEREOF, this Lock-Up Agreement has been executed by the parties
hereto  on  the  day  and  year  first  written  above.


/s/ Carl M. Berg
_____________________________________
Carl  M.  Berg