**M-GAB
DEVELOPMENT CORPORATION**
  **2004
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**
    **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)
    
    Non-Employee
      Directors
    4(c)
    
    Ten-Percent
      Shareholders
    4(d)
    
    Attribution
      Rules
    4(e)
    
    Outstanding
      Stock
    5
   - i
-
  **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
    7(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**
    **8**(a)
    
    Term
      of the Plan
    8(b)
    
    Right
      to Amend or Terminate the Plan
    9(c)
    
    Effect
      of Amendment or Termination
    9
   - ii
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**M-GAB DEVELOPMENT CORPORATION**

**2004 Omnibus Securities Plan**



**SECTION 1.****PURPOSE****.**

The purpose of the M-GAB Development Corporation 2004 Omnibus
Securities Plan (the “Plan”) is to offer selected employees and directors 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 Options (which may constitute Incentive Stock Options or
Nonstatutory Stock Options). Awards 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 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) “Commission” shall mean the Securities and
Exchange Commission.


(f) “Committee” shall mean a committee of the Board of
Directors which is authorized to administer the Plan under Section 3.


(g) “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.


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(h) “Company” shall mean M-GAB Development
Corporation, a Florida corporation.


(i) “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) a Non-Employee
Director, or an affiliate of a member of the Board of Directors, or (iii) a
member of the board of directors of a Subsidiary. Service as a member of the
Board of Directors or a member of the board of directors of a Subsidiary shall
be considered employment for all purposes of the Plan except the second sentence
of Section 4(a).


(j) “Exchange Act” means the Securities and Exchange
Act of 1934, as amended.


(k) “Exercise Price” shall mean the amount for which
one Share may be purchased upon exercise of an Option, as specified by the
Committee in the applicable Stock Option Agreement.


(l) “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.


(m) “Incentive Stock Option” or “ISO” shall mean an
employee incentive stock option described in Code section 422(b).

(n) “Non-Employee Director” or “Outside Director”
shall mean a member of the Company’s Board of Directors who either (i) is not a
current employee or officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act of 1933 (“Regulation S-K”)), does not possess an interest in any
other transactions as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a “non-employee director” for purposes of Rule 16b-3
promulgated pursuant to the Exchange Act.


(o) “Nonstatutory Option” or “NSO”shall mean an
employee stock option that is not an ISO.



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(p) “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).

(q) “Option”  shall mean an Incentive Stock
Option or Nonstatutory Option granted under the Plan and entitling the holder to
purchase Shares.


(r) “Optionee” shall mean an individual or estate who
holds an Option.


(s) “Participant” shall mean an individual or estate
who holds an Award.


(t) “Plan”  shall mean this 2004 Omnibus
Securities Plan of M-GAB Development Corporation,


(u) “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.


(v) “Restricted Share” shall mean a Share which is
nontransferable and subject to substantial risk of forfeiture until restrictions
lapse.


(w) “Service” shall mean service as an Employee.


(x) “Share” shall mean one share of Stock, as adjusted
in accordance with Section 8 (if applicable).


(y) “Stock” shall mean the common stock of the
Company.


(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.


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(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 and Non-Employee
Directors 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) Non-Employee Directors. Any Award to a
Non-Employee Director must be approved by an Order of the Commission as provided
by Section 61(a)(3)(B)(I)(II) of the Investment Company Act of 1940, before
being considered a valid Award under the Plan.


(c) 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.


(d) 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.


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(e) 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 8 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 650,000
Shares.

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 the Fair Market Value of a Share on the date of grant (110% for
10% shareholders, if applicable under Section 4(c), above), 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) 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.

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(iii) 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.****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 8. 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. Subject to the 10% Shareholder provisions of Section
4(c) above, the Exercise Price of an ISO or a Nonstatutory Option shall not be
less than one hundred percent (100%) of the Fair Market Value of a Share on the
date of grant. Subject to the preceding sentence, 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.


(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(c)). 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.


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(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) 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.

(ii) 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.


(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 8.****ADJUSTMENT OF
SHARES****.**


(a) General. In the event of a subdivision of the
outstanding Stock, , a recapitalization, a reclassification or a similar
occurrence, the Committee shall make appropriate adjustments, subject to the
limitations set forth in Section 8(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 8(c) shall apply.


(c) Reservation of Rights. Except as provided in this
Section 8, 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 9.****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.


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(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.

****
**SECTION 10.****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 transferred. Also notwithstanding the foregoing,
Optionees may not transfer their rights hereunder except by will or the laws of
descent and distribution.


(b) Trusts. Neither this Section 10 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 11.****LEGAL
REQUIREMENTS****.**

(a) Securities Act of 1933. 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.

(b) Investment Company Act of 1940. No provision of
this Plan will contravene any portion of the Investment Company Act of 1940. In
the event of any conflict between the provisions of the Plan and the Investment
Company Act of 1940, the applicable section of the Investment Company Act of
1940 shall control and all Awards under the Plan shall be so modified. All
Offerees and Optionees holding such modified Awards shall be notified of the
change to their Awards and such change shall be binding on such Offerees and
Optionees.

****
**SECTION 12.****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 13.****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.


- 8
-


(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.


- 9
-

**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**
**2004
Omnibus Securities Plan**

**INCENTIVE
STOCK OPTION AGREEMENT**

M-GAB
Development Corporation (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 2004 Omnibus Securities 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:

- 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**
 **2004
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
-
  **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.**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
-
  **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 -

**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.***
  - 7 -




**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**
**2004 Omnibus Securities Plan**

**NONSTATUTORY STOCK OPTION AGREEMENT**

M-GAB Development Corporation (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 2004 Omnibus Securities 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:

- 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**
 **2004
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
-
  **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
-
  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.
   - 4
-
  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 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.
   - 5
-
  **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).
   - 6
-
  **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.**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***
 - 7
-







**EXHIBIT
A**




**M-GAB
Development Corporation**









Notice
of Exercise and Common Stock Purchase Agreement




THIS
AGREEMENT is dated as of ___________, ____, between M-GAB Development
Corporation, (the “Company”), and _________________ (“Purchaser”).




W I T N E
S S E T H:




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 Development Corporation 2004
Omnibus Securities 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.




(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.






- 1
-




(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).









- 2
-







**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.





- 3
-









**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.






- 4
-




**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.






- 5
-




**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
      Development Corporation**
    **Purchaser**Sign:______________________________________
      
      Print:______________________________________
      
      Title:______________________________________
    Sign:______________________________________
      
      Print:______________________________________
      
      Title:______________________________________

















- 6
-





**EXHIBIT B**


**Joint
Escrow Instructions**









_________,
_____










Secretary


_____________________









Dear Sir
or Madam:




As Escrow
Agent for both M-GAB Development Corporation, (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.






- 1
-




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.






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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
Development Corporation




Sign:
___________________________




Print:____________________________




Title:____________________________









ESCROW
AGENT:      PURCHASER:




Sign:
__________________________    Sign:______________________________




Print:___________________________    Print:______________________________




Title:___________________________    Title:______________________________








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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**




The
undersigned, as transferee of shares of M-GAB Development Corporation, 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 Development Corporation
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:
____________________, ____.




Sign:_____________________________


Print:_____________________________


Title:_____________________________










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**EXHIBIT D**




**ASSIGNMENT
SEPARATE FROM CERTIFICATE**




FOR VALUE
RECEIVED _________________________________ hereby sells, assigns and transfers
unto _________________________ ________________________ (________) shares of the
Common Stock of M-GAB Development Corporation (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:
____________________, ____.






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