M-GAB DEVELOPMENT CORPORATION




Amended and Restated 2001 Omnibus Securities Plan

































































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)
    
    “Commission”
    1(f)
    
    “Committee”
    1(g)
    
    “Common-Law
      Employee”
    1(h)
    
    “Company”
    2(i)
    
    “Employee”
    2(j)
    
    “Exchange
      Act”
    2(k)
    
    “Exercise
      Price”
    2(l)
    
    “Fair
      Market Value”
    2(m)
    
    “Incentive
      Stock Option or “ISO”
    2(n)
    
    “Non-Employee
      Director or Outside Director”
    2(o)
    
    “Nonstatutory
      Option or “NSO”
    2(p)
    
    “Offeree”
    3(q)
    
    “Option”
    3(r)
    
    “Optionee”
    3(s)
    
    “Participant”
    3(t)
    
    “Plan”
    3(u)
    
    “Purchase
      Price”
    3(v)
    
    “Restricted
      Share”
    3(w)
    
    “Service”
    3(x)
    
    “Share”
    3(y)
    
    “Stock”
    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**
    **4**(a)
    
    Committee
      Membership
    4(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)
    
    Non-Employee
      Directors
    4(c)
    
    Ten-Percent
      Shareholders
    4(d)
    
    Attribution
      Rules
    4(e)
    
    Outstanding
      Stock
    5
   - i
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  **Section
      5.**
    
    
    **STOCK
      SUBJECT TO PLAN**
    **5**(a)
    
    Basic
      Limitation
    5(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.**
    
    
    **TERMS
      AND CONDITIONS OF OPTIONS**
    **6**(a)
    
    Stock
      Option Agreement
    6(b)
    
    Number
      of Shares
    6(c)
    
    Exercise
      Price
    6(d)
    
    Exercisability
    6(e)
    
    Effect
      of Change in Control
    6(f)
    
    Term
    6(g)
    
    Exercise
      of Options on Termination of Service
    6(h)
    
    Payment
      of Option Shares
    7(i)
    
    Modification,
      Extension and Assumption of Options
    7**Section
      8.**
    
    
    **ADJUSTMENT
      OF SHARES**
    **7**(a)
    
    General
    7(b)
    
    Reorganizations
    7(c)
    
    Reservation
      of Rights
    7**Section
      9.**
    
    
    **WITHHOLDING
      TAXES**
    **7**(a)
    
    General
    7(b)
    
    Share
      Withholding
    8(c)
    
    Cashless
      Exercise/Pledge
    8(d)
    
    Other
      Forms of Payment
    8**Section
      10.**
    
    
    **ASSIGNMENT
      OR TRANSFER OF AWARDS**
    **8**(a)
    
    General
    8(b)
    
    Trusts
    8**Section
      11.**
    
    
    **LEGAL
      REQUIREMENTS**
    **8**(a)
    
    Securities
      Act of 1933
    8(b)
    
    Investment
      Company Act of 1940
    8**Section
      12.**
    
    
    **NO
      EMPLOYMENT RIGHTS**
    **8****Section
      13.**
    
    
    **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




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M-GAB DEVELOPMENT CORPORATION




Amended and Restated 2001 Omnibus Securities
Plan









SECTION
1. PURPOSE .








SECTION
2. DEFINITIONS




Award




Board
of Directors




Change
in Control
















Code




Commission




Committee




Common-Law Employee




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-


Company




Employee




Exchange
Act




Exercise Price




Fair Market Value
























Incentive Stock Option” or “ISO




Non-Employee Director” or “Outside
Director




Nonstatutory
Option” or “NSO"




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-


Offeree




Option




Optionee




Participant




Plan




Purchase Price




Restricted
Share




Service




Share




Stock




Stock Option Agreement




Stock Purchase Agreement




Subsidiary




Total and Permanent Disability




W-2 Payroll




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SECTION
3. ADMINISTRATION .




Committee Membership




Committee Procedures




Committee Responsibilities




Committee Liability




Financial Reports




SECTION 4. ELIGIBILITY .




General Rule




Non-Employee Directors




Ten-Percent Shareholders




Attribution Rules




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Outstanding Stock




SECTION 5. STOCK
SUBJECT TO PLAN .




Basic Limitation








Additional Shares




SECTION 6. TERMS
AND CONDITIONS OF AWARDS OR SALES .




Stock Purchase Agreement




Duration of Offers




Purchase Price




Payment for Shares




Cashless Exercise




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Other Forms of Payment




Exercise of Awards on Termination of
Service




SECTION 7. TERMS
AND CONDITIONS OF OPTIONS .




Stock Option Agreement




Number of Shares




Exercise Price




Exercisability




Effect of Change in Control




Term




Exercise of Options on Termination of
Service




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Payment of Option Shares




Surrender of Stock




Cashless Exercise




Other Forms of Payment




Modification, Extension and Assumption of
Options




SECTION
8. ADJUSTMENT OF
SHARES .




General




Reorganizations




Reservation of Rights




SECTION 9. WITHHOLDING TAXES




General




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Share Withholding




Cashless Exercise/Pledge




Other Forms of Payment




SECTION
10. ASSIGNMENT OR TRANSFER OF
AWARDS




General








Trusts








SECTION
11. LEGAL
REQUIREMENTS .




Securities Act of 1933




Investment Company Act of 1940




SECTION
12. NO EMPLOYMENT
RIGHTS .








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SECTION
13. DURATION AND
AMENDMENTS .




Term of the Plan




Right to Amend or Terminate the Plan




Effect of Amendment or Termination









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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 Development Corporation


Amended and Restated 2001 Omnibus Securities
Plan




INCENTIVE STOCK OPTION AGREEMENT


































___
    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.*


















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-








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 Development Corporation


Amended and Restated 2001 Omnibus Securities
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.
   - 2
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  **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, 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.**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.
    - 3
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  **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.
   - 4
-
 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.**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 or by the other laws
      of descent and distribution.
   - 5
-
  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.”
   - 6
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  **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.**Investment
      Company Act of 1940**
    You acknowledge that the Company is a
      business development company governed by the Investment Company Act of
      1940, and therefore, if any terms of the Plan or this Agreement conflict
      with the provisions of the Investment Company of 1940, then the
      conflicting provisions of the Plan and this Agreement will automatically
      be amended to comply with the Investment Company Act of 1940.





*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 10, “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.*







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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 Development Corporation


Amended and Restated 2001 Omnibus Securities
Plan




NONSTATUTORY STOCK OPTION AGREEMENT








































*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.*























- 1
-





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 Development Corporation


Amended and Restated 2001 Omnibus Securities
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.**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.
    - 2
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 **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.**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.
    - 3
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 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.
      
      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.
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  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**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.**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 or by other laws of
      descent and distribution.
      
      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.
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  **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.
      
      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.
   - 6
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  **Investment Company Act of 1940**
    You acknowledge that the Company is a
      business development company governed by the Investment Company Act of
      1940, and therefore, if any terms of the Plan or this Agreement conflict
      with the provisions of the Investment Company of 1940, then the
      conflicting provisions of the Plan and this Agreement will automatically
      be amended to comply with the Investment Company Act of 1940.







*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 Section10, “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.*














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EXHIBIT A




M-GAB Development Corporation









Notice of Exercise and Common Stock Purchase Agreement




























SECTION 1: PURCHASE
OF SHARES.












SECTION
2: REPURCHASE OPTION


















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SECTION
3: EXERCISE OF REPURCHASE
OPTION








SECTION
4: WAIVER, ASSIGNMENT, EXPIRATION OF
REPURCHASE OPTION








SECTION
5: ESCROW OF SHARES

















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SECTION
6: ADJUSTMENT OF SHARES




















SECTION
7: THE COMPANY’S RIGHT OF FIRST
REFUSAL.








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








SECTION
9: TRANSFER BY PURCHASER TO CERTAIN
TRUSTS.








SECTION
10: LEGEND OF SHARES.













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SECTION
11: PURCHASER’S INVESTMENT
REPRESENTATIONS.
























SECTION 12: ASSISTANCE TO PURCHASER UNDER RULE
144.










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SECTION
13: NO DUTY TO TRANSFER IN VIOLATION
HEREUNDER.








SECTION
14: RIGHTS OF PURCHASER.








SECTION
15: OTHER NECESSARY
ACTIONS.








SECTION
16: NOTICE.








SECTION
17: SUCCESSORS AND
ASSIGNS.








SECTION
18: APPLICABLE LAW.










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SECTION
19: NO STATE
QUALIFICATION.








SECTION
20: NO ORAL MODIFICATION.








SECTION
21: ENTIRE AGREEMENT.












**M-GAB Development Corporation**
    **Purchaser**Sign:______________________________________
      
      Print:______________________________________
      
      Title:______________________________________
    Sign:______________________________________
      
      Print:______________________________________
      
      Title:______________________________________










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EXHIBIT B


Joint Escrow Instructions
































































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EXHIBIT C




Acknowledgment of and Agreement to be
Bound




By the Notice of Exercise and Common Stock Purchase
Agreement of




M-GAB Development Corporation

























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EXHIBIT D




ASSIGNMENT SEPARATE FROM CERTIFICATE
















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