**Exhibit
      10.9**





TORBAY
      HOLDINGS, INC.





STOCK
      OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT




Torbay
      Holdings, Inc. a Delaware corporation (the “Corporation”) hereby grants to the
      holder listed below (“Optionee”), an option to purchase the number of shares of
      the Corporation’s Common Stock set forth below (the “Option”). This Option is
      subject to all of the terms and conditions as set forth herein and in the Stock
      Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”).




Optionee:
      _________________________________________


Grant
      Date:


Exercise
      Price per Share:


Total
      Exercise Price: $________________________________________


Total
      Number of Shares Subject to the Option: shares of Common Stock (“Option
      Shares”)


Expiration
      Date


Type
      of
      Option: Non-Statutory Option


Vesting
      Schedule: Option shares fully vested on Grant Date




_______________________________________


George
      Q.
      Stevens


Chairman,
      Compensation Committee


Torbay
      Holdings, Inc.


2967
      Michelson Dr., Ste G444


Irvine,
      CA 92612-0657




By
      his or
      her signature, Optionee agrees to be bound by the terms and conditions of the
      Stock Option Agreement and this Grant Notice. Optionee has reviewed the Stock
      Option Agreement and this Grant Notice in their entirety, has had an opportunity
      to obtain the advice of counsel prior to executing this Grant Notice and fully
      understands all provisions of this Grant Notice, and the Stock Option Agreement.
      Optionee hereby agrees to accept as binding, conclusive and final all decisions
      or interpretations of the Company upon any questions arising under the Option.




OPTIONEE





By:________________________________


Name:
      __________________________


Title:
      ________________________


Address:
      ___________________________


__________________________________







EXHIBIT
      A


TO
      STOCK
      OPTION GRANT NOTICE





STOCK
      OPTION AGREEMENT




Pursuant
      to the Stock Option Grant Notice (“Grant Notice”) to which this Stock Option
      Agreement (this “Agreement”) is attached, Torbay Holdings, Inc., a Delaware
      corporation (the “Corporation”), has granted to Optionee an option to purchase
      the number of shares of Common Stock indicated in the Grant Notice.




ARTICLE
      I


GENERAL




1.1  Defined
      Terms .
      Capitalized terms not specifically defined herein shall have the meanings
      specified in the Grant Notice.




ARTICLE
      II


GRANT
      OF
      OPTION




2.1  Grant
      of Option .
      In
      consideration of Optionee’s past and/or continued service to the Corporation or
      a Parent or Subsidiary and for other good and valuable consideration, effective
      as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the
      Corporation irrevocably grants to Optionee the Option to purchase any part
      or
      all of an aggregate of the number of shares of Common Stock set forth in the
      Grant Notice, upon the terms and conditions set forth in this Agreement.




2.2  Adjustment
      to the Number of Option Shares .
      The
      Option Shares shall be subject to adjustment from time to time as
      follows:




(i)  In
      the
      event the Corporation should at any time or from time to time fix a record
      date
      for the effectuation of a split or subdivision of the outstanding shares of
      Common Stock or the determination of holders of Common Stock entitled to receive
      a dividend or other distribution payable in additional shares of Common Stock
      or
      other securities or rights convertible into, or entitling the holder thereof
      to
      receive directly or indirectly, additional shares of Common Stock (hereinafter
      referred to as “Common Stock Equivalents”) without payment of any consideration
      by such holder for the additional shares of Common Stock or the Common Stock
      Equivalents (including the additional shares of Common Stock issuable upon
      conversion or exercise thereof), then, as of such record date (or the date
      of
      such dividend distribution, split or subdivision if no record date is fixed),
      the number of Option Shares shall be appropriately adjusted so that the number
      of shares of Common Stock purchasable under the Option shall be increased in
      proportion to such increase in the aggregate number of shares of Common Stock
      outstanding and those issuable with respect to such Common Stock
      Equivalents.





(ii)  If
      the
      number of shares of Common Stock outstanding at any time is decreased by a
      reverse stock split or combination of the outstanding shares of Common Stock,
      then, following the record date of such reverse stock split or combination,
      the
      number of Option Shares shall not be decreased by a reverse stock split or
      combination of the outstanding shares of Common Stock.





(iii)  No
      fractional shares shall be issued upon the exercise of any Option Shares. In
      lieu of any fractional shares to which the holder would otherwise be entitled,
      the Corporation shall pay cash equal to such fraction multiplied by the then
      fair market value of a share of Common Stock as determined in good faith by
      the
      Board of Directors.





(iv)  Upon
      the
      occurrence of each adjustment or readjustment of the Option Shares pursuant
      to
      this clause, the Corporation, at its expense, shall promptly compute such
      adjustment or readjustment in accordance with the terms hereof and prepare
      and
      furnish to the holder of the Option a certificate setting forth such adjustment
      or readjustment and showing in detail the facts upon which such adjustment
      or
      readjustment is based.









2.2  Exercise
      Price .
      The
      exercise price of the shares of Common Stock subject to the Option shall be
      as
      set forth in the Grant Notice, without commission or other charge.





2.4  Consideration
      to the Corporation .
      In
      consideration of the grant of the Option by the Corporation, Optionee agrees
      to
      render faithful and efficient services to the Corporation or any Parent or
      Subsidiary. Nothing in the this Agreement shall confer upon Optionee any right
      to (a) continue in the employ of the Corporation or any Parent or Subsidiary
      or
      shall interfere with or restrict in any way the rights of the Corporation and
      its Subsidiaries, which are hereby expressly reserved, to discharge Optionee,
      if
      Optionee is an Employee, or (b) continue to provide services to the Corporation
      or any Parent or Subsidiary or shall interfere with or restrict in any way
      the
      rights of the Corporation or its Parents and Subsidiaries, which are hereby
      expressly reserved, to terminate the services of Optionee, if Optionee is a
      consultant, at any time for any reason whatsoever, with or without cause, except
      to the extent expressly provided otherwise in a written agreement between the
      Corporation, a Parent or a Subsidiary and Optionee, or (c) continue to serve
      as
      a member of the Board or shall interfere with or restrict in any way the rights
      of the Corporation, which are hereby expressly reserved, to discharge Optionee
      in accordance with the Corporation’s Bylaws.




ARTICLE
      III


PERIOD
      OF
      EXERCISABILITY




3.1  Commencement
      of Exercisability.




(a)  Subject
      to Sections 3.3 and 5.8, the Option shall become vested and exercisable in
      such
      amounts and at such times as are set forth in the Grant Notice. If no vesting
      schedule applies, the option is immediately exercisable.




(b)  No
      portion of the Option which has not become vested and exercisable at the date
      of
      Optionee’s Termination of Service shall thereafter become vested and
      exercisable, except as may be otherwise provided by the Administrator or as
      set
      forth in a written agreement between the Corporation and Optionee.




3.2  Duration
      of Exercisability. The installments provided for in the vesting schedule set
      forth in the Grant Notice are cumulative. Each such installment which becomes
      vested and exercisable pursuant to the vesting schedule set forth in the Grant
      Notice shall remain vested and exercisable until it becomes unexercisable under
      Section 3.3.




3.3  Expiration
      of Option. The Option may not be exercised to any extent by anyone after the
      first to occur of the following events:




(a)  The
      expiration of ten years from the Grant Date;




(b)  The
      expiration of twelve (12) months following the date of Optionee’s termination of
      Service by reason of Optionee’s death or disability; or




(c)  The
      date
      of Optionee’s termination of Service by the Corporation or any Parent or
      Subsidiary by reason of Optionee’s discharge for cause.





ARTICLE
      IV


EXERCISE
      OF OPTION




4.1  Person
      Eligible to Exercise. Except as provided in Sections 5.2(b) and 5.2(c), during
      the lifetime of Optionee, only Optionee may exercise the Option or any portion
      thereof. After the death of Optionee, any exercisable portion of the Option
      may,
      prior to the time when the Option becomes unexercisable under Section 3.3,
      be
      exercised by Optionee’s personal representative or by any person empowered to do
      so under the deceased Optionee’s will or under the then applicable laws of
      descent and distribution.









4.2  Partial
      Exercise. Any exercisable portion of the Option or the entire Option, if then
      wholly exercisable, may be exercised in whole or in part at any time prior
      to
      the time when the Option or portion thereof becomes unexercisable under Section
      3.3.




4.3  Manner
      of
      Exercise. The Option, or any exercisable portion thereof, may be exercised
      solely by delivery to the Corporation, at the address given beneath the
      signature of the Corporation’s authorized officer on the Grant Notice, of all of
      the following prior to the time when the Option or such portion thereof becomes
      unexercisable under Section 3.3:




(a)  An
      exercise notice in writing signed by Optionee or any other person then entitled
      to exercise the Option or portion thereof, stating that the Option or portion
      thereof is thereby exercised, such notice complying with all applicable rules
      established by the Corporation. Such notice shall be substantially in on of
      the
      forms attached as Exhibit B to the Grant Notice;




(b)  Full
      payment for the shares of Common Stock with respect to which the Option or
      portion thereof is exercised in one or more of the following forms:




(i)  Cash
      or
      check made payable in US currency to the Corporation; or




(ii)  Shares
      of
      Common Stock valued at Fair Market Value on the Exercise Date which have been
      owned by Optionee for at least six (6) months, duly endorsed for transfer to
      the
      Corporation;





(iii)  The
      optionee may elect to receive shares of Common Stock equal to the value of
      the
      entire unexercised portion of the option determined in the manner described
      below (or any portion of the option remaining unexercised) upon delivery of
      Notice of Cashless Exercise Form annexed hereto duly executed. In such event
      the
      Corporation shall issue to the optionee a number of shares of the Corporation's
      Common Stock computed using the following formula:





X
      = Y
      (A-B)


A


Where
              X =
              the
                  number of shares of Common Stock to be issued to the
                  optionee.Y =
              the
                  number of shares of Common Stock purchasable under this option
                  for which
                  the optionee elects a cashless exercise.A =
              the
                  Market Value of the Corporation's Common Stock on the business
                  day
                  immediately preceding the day on which the Notice of Cashless Exercise
                  is
                  received by the Corporation.B =
              The
                  Price set forth on the first page of this Agreement (as adjusted
                  to the
                  date of such calculation).





(c) For
      purposes of this Agreement, the Market Value of a share of Common Stock on
      any
      date shall be equal to (i) the closing bid price per share as published by
      a
      national securities exchange on which shares of Common Stock (or other units
      of
      the security) are traded (an "Exchange") on such date or, if there is no bid
      for
      Common Stock on such date, the bid price on such Exchange at the close of
      trading on the next earlier date or, (ii) if shares of Common Stock are not
      listed on a national securities exchange on such date, the closing bid price
      per
      share as published on the National Association of Securities Dealers Automatic
      Quotation System ("NASDAQ") National Market System if the shares are quoted
      on
      such system on such date, or (iii) the closing bid price in the over-the-counter
      market at the close of trading on such date if the shares are not traded on
      an
      Exchange or listed on the NASDAQ National Market System, or (iv) if the Common
      Stock is not traded on a national securities exchange or in the over-the-counter
      market, the fair market value of a share of Common Stock on such date as
      determined in good faith by the Board of Directors. If the optionee disagrees
      with the determination of the Market Value of any securities of the Corporation
      determined by the Board of Directors under Section 2(c)(iv), the Market Value
      of
      such securities shall be determined by an independent appraiser acceptable
      to
      the Corporation and the optionee (or, if they cannot agree on such an appraiser,
      by an independent appraiser selected by each of them, and Market Value shall
      be
      the median of the appraisals made by such appraisers). If there is one
      appraiser, the cost of the appraisal shall be shared equally between the
      Corporation and the optionee. If there are two appraisers, each the Corporation
      and the optionee shall pay for its own appraisal.










(iv)    subject
      to any applicable laws, any combination of the consideration provided in the
      foregoing paragraphs (i), (ii) and (iii).





(d)  A
      bona
      fide written representation and agreement, in such form as is prescribed by
      the
      Corporation, signed by Optionee or the other person then entitled to exercise
      such Option or portion thereof, stating that the shares of Common Stock are
      being acquired for Optionee’s own account, for investment and without any
      present intention of distributing or reselling said shares or any of them except
      as may be permitted under the Securities Act of 1933, as amended (the “1933
      Act”) and then applicable rules and regulations thereunder and any other
      applicable law, and that Optionee or other person then entitled to exercise
      such
      Option or portion thereof will indemnify the Corporation against and hold it
      free and harmless from any loss, damage, expense or liability resulting to
      the
      Corporation if any sale or distribution of the shares by such person is contrary
      to the representation and agreement referred to above. The Corporation may,
      in
      its absolute discretion, take whatever additional actions it deems appropriate
      to ensure the observance and performance of such representation and agreement
      and to effect compliance with the 1933 Act and any other federal or state
      securities laws or regulations and any other applicable law. Without limiting
      the generality of the foregoing, the Corporation may require an opinion of
      counsel acceptable to it to the effect that any subsequent transfer of shares
      acquired on an Option exercise does not violate the 1933 Act, and may issue
      stop-transfer orders covering such shares. Share certificates evidencing Common
      Stock issued on exercise of the Option shall bear an appropriate legend
      referring to the provisions of this subsection (c) and the agreements herein.
      The written representation and agreement referred to in the first sentence
      of
      this subsection (c) shall, however, not be required if the shares to be issued
      pursuant to such exercise have been registered under the 1933 Act, and such
      registration is then effective in respect of such shares;




(e)  The
      receipt by the Company of full payment for such shares, including payment of
      any
      applicable withholding tax, which may be in the form of consideration used
      by
      Participant to pay for such shares under Section 4.3(b), and




(f)  In
      the
      event the Option or portion thereof shall be exercised pursuant to Section
      4.1
      by any person or persons other than Optionee, appropriate proof of the right
      of
      such person or persons to exercise the Option.




4.4  Conditions
      to Issuance of Stock Certificates. The shares of Common Stock deliverable upon
      the exercise of the Option, or any portion thereof, may be either previously
      authorized but unissued shares or issued shares which have then been reacquired
      by the Corporation. Such shares shall be fully paid and non-assessable. The
      Corporation shall not be required to issue or deliver any shares of Stock
      purchased upon the exercise of the Option or portion thereof prior to
      fulfillment of all of the following conditions:




(a)  The
      admission of such shares to listing on all stock exchanges on which such Common
      Stock is then listed; and




(b)  The
      compliance with all applicable requirements of federal and state securities
      laws, and all applicable listing requirements of any stock exchange or other
      market on which Common Stock is then quoted or listed for trading
      including:





(i)  The
      completion of any registration or other qualification of such shares under
      any
      state or federal law or under rulings or regulations of the Securities and
      Exchange Commission or of any other governmental regulatory body, which the
      Corporation shall, in its absolute discretion, deem necessary or advisable;
      and









(ii)  The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Corporation shall, in its absolute discretion,
      determine to be necessary or advisable; and




4.5  Rights
      as
      Shareholder. The holder of the Option shall not be, nor have any of the rights
      or privileges of, a shareholder of the Corporation in respect of any shares
      purchasable upon the exercise of any part of the Option unless and until such
      shares shall have been issued by the Corporation to such holder (as evidenced
      by
      the appropriate entry on the books of the Corporation or of a duly authorized
      transfer agent of the Corporation). No adjustment will be made for a dividend
      or
      other right for which the record date is prior to the date the shares are
      issued.




ARTICLE
      V


OTHER
      PROVISIONS




5.1  Administration.
      The Corporation shall have the power to interpret this Agreement and to adopt
      such rules for the administration, interpretation and application as are
      consistent therewith and to interpret, amend or revoke any such rules. All
      actions taken and all interpretations and determinations made by the Corporation
      in good faith shall be final and binding upon Optionee, the Corporation and
      all
      other interested persons. No member of the Corporation shall be personally
      liable for any action, determination or interpretation made in good faith with
      respect this Agreement or the Option. In its absolute discretion, the Board
      may
      at any time and from time to time exercise any and all rights and duties of
      the
      Corporation under this Agreement.




5.2  Option
      Not Transferable.




(a)  Subject
      to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred
      in any manner other than by will or the laws of descent and distribution, unless
      and until the shares underlying the Option have been issued, and all
      restrictions applicable to such shares have lapsed. Neither the Option nor
      any
      interest or right therein shall be liable for the debts, contracts or
      engagements of Optionee or his or her successors in interest or shall be subject
      to disposition by transfer, alienation, anticipation, pledge, encumbrance,
      assignment or any other means whether such disposition be voluntary or
      involuntary or by operation of law by judgment, levy, attachment, garnishment
      or
      any other legal or equitable proceedings (including bankruptcy), and any
      attempted disposition thereof shall be null and void and of no effect, except
      to
      the extent that such disposition is permitted by the preceding sentence.




(b)  Notwithstanding
      any other provision in this Agreement, with the consent of the Corporation,
      the
      Option may be transferred to a trust established exclusively for the Optionee
      and/or one or more Family Members.




(c)  Unless
      transferred in accordance with Section 5.2(b), during the lifetime of Optionee,
      only Optionee may exercise the Option or any portion thereof. Subject to such
      conditions and procedures as the Corporation may require, a person or persons
      who acquire a proprietary interest in this Option pursuant to a transfer in
      accordance with Section 5.2(b) may exercise this Option or any portion thereof
      during Optionee’s lifetime.




(d)  Notwithstanding
      the foregoing, Optionee may designate one or more persons as the beneficiary
      or
      beneficiaries of this Option, and this Option shall (if it is outstanding),
      in
      accordance with such designation, automatically be transferred to such
      beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or
      beneficiaries shall take the transferred Option subject to all the terms and
      conditions of the applicable agreement evidencing each such transferred Option,
      including (without limitation) the limited time period during which the Option
      may be exercised following Optionee’s death.




(e)  Subject
      to Section 5.2(d), after the death of Optionee, any exercisable portion of
      this
      Option may, prior to the time when the Option becomes unexercisable under
      Section 3.3, be exercised by Optionee’s personal representative or by any person
      empowered to do so under the deceased Optionee’s will or under the then
      applicable laws of descent and distribution.









5.3  Lock-Up
      Period. Optionee hereby agrees that, if so requested by the Corporation in
      connection with any registration of the offering of any securities of the
      Corporation under the 1933 Act, Optionee shall not sell or otherwise transfer
      any shares of Stock or other securities of the Corporation during such period
      as
      may be requested in writing by the Corporation and agreed to in writing by
      the
      Corporation (which period shall not be longer than one hundred eighty days)
      (the
“Market Standoff Period”) following the effective date of a registration
      statement of the Corporation filed under the 1933 Act; provided, however, that
      such restriction shall apply only to the first registration statement of the
      Corporation to become effective under the 1933 Act that includes securities
      to
      be sold on behalf of the Corporation to the public in an underwritten public
      offering under the 1933 Act.




5.4  Restrictive
      Legends and Stop-Transfer Orders.




(a)  The
      share
      certificate or certificates evidencing the shares of Common Stock purchased
      hereunder shall be endorsed with any legends that may be required by state
      or
      federal securities laws.




(b)  Optionee
      agrees that, in order to ensure compliance with the restrictions referred to
      herein, the Corporation may issue appropriate “stop transfer” instructions to
      its transfer agent, if any, and that, if the Corporation transfers its own
      securities, it may make appropriate notations to the same effect in its own
      records.




(c)  The
      Corporation shall not be required: (i) to transfer on its books any shares
      of
      Common Stock that have been sold or otherwise transferred in violation of any
      of
      the provisions of this Agreement, or (ii) to treat as owner of such shares
      of
      Common Stock or to accord the right to vote or pay dividends to any purchaser
      or
      other transferee to whom such shares shall have been so transferred.




5.5  Shares
      to
      Be Reserved. The Corporation shall at all times during the term of the Option
      reserve and keep available such number of shares of Common Stock as will be
      sufficient to satisfy the requirements of this Agreement.




5.6  Notices.
      Any notice to be given under the terms of this Agreement to the Corporation
      shall be addressed to the Secretary of the Corporation at the address given
      beneath the signature of the Corporation’s authorized officer on the Grant
      Notice, and any notice to be given to Optionee shall be addressed to Optionee
      at
      the address given beneath Optionee’s signature on the Grant Notice. By a notice
      given pursuant to this Section 5.6, either party may hereafter designate a
      different address for notices to be given to that party. Any notice which is
      required to be given to Optionee shall, if Optionee is then deceased, be given
      to the person entitled to exercise his or her Option pursuant to Section 4.1
      by
      written notice under this Section 5.6. Any notice shall be deemed duly given
      when sent via email or when sent by certified mail (return receipt requested)
      and deposited (with postage prepaid) in a post office or branch post office
      regularly maintained by the United States Postal Service.




5.7  Titles.
      Titles are provided herein for convenience only and are not to serve as a basis
      for interpretation or construction of this Agreement.




5.8  Governing
      Law; Severability. This Agreement shall be administered, interpreted and
      enforced under the laws of the State of Delaware, without regard to the
      conflicts of law principles thereof. Should any provision of this Agreement
      be
      determined by a court of law to be illegal or unenforceable, the other
      provisions shall nevertheless remain effective and shall remain enforceable.
      In
      the event the corporation re-establishes its state of incorporation, the laws
      of
      such state shall apply.




5.9  Conformity
      to Securities Laws. Optionee acknowledges that the Agreement is intended to
      conform to the extent necessary with all provisions of the 1933 Act and the
      1934
      Act and any and all regulations and rules promulgated by the Securities and
      Exchange Commission there under, and state securities laws and regulations.
      Notwithstanding anything herein to the contrary, the Option is granted and
      may
      be exercised, only in such a manner as to conform to such laws, rules and
      regulations. To the extent permitted by applicable law, this Agreement shall
      be
      deemed amended to the extent necessary to conform to such laws, rules and
      regulations.









5.10  Amendments.
      This Agreement may not be modified, amended or terminated except by an
      instrument in writing, signed by Optionee or such other person as may be
      permitted to exercise the Option pursuant to Section 4.1 and by a duly
      authorized representative of the Corporation.




5.11  Successors
      and Assigns. The Corporation may assign any of its rights under this Agreement
      to single or multiple assignees, and this Agreement shall inure to the benefit
      of the successors and assigns of the Corporation. Subject to the restrictions
      on
      transfer herein set forth, this Agreement shall be binding upon Optionee and
      his
      or her heirs, executors, administrators, successors and assigns.




5.12  Limitations
      Applicable to Section 16 Persons. Notwithstanding any other provision of this
      Agreement, if Optionee is subject to Section 16 of the 1934 Act, the Option
      and
      this Agreement shall be subject to any additional limitations set forth in
      any
      applicable exemptive rule under Section 16 of the 1934 Act (including any
      amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
      application of such exemptive rule. To the extent permitted by applicable law,
      this Agreement shall be deemed amended to the extent necessary to conform to
      such applicable exemptive rule.




5.13  Entire
      Agreement. This Agreement (including all Exhibits hereto) constitute the entire
      agreement of the parties and supersede in their entirety all prior undertakings
      and agreements of the Corporation and Optionee with respect to the subject
      matter hereof.








EXHIBIT
      B


TO
      STOCK
      OPTION GRANT NOTICE




FORM
      OF
      EXERCISE NOTICE




Effective
      as of today, ______________, ____________ the undersigned (“Optionee”) hereby
      elects to exercise Optionee’s option to purchase ___________ shares of the
      Common Stock (the “Shares”) of Torbay Holdings, Inc., a Delaware corporation
      (the “Corporation”), under and pursuant to the the Stock Option Grant Notice and
      Stock Option Agreement dated September ___, 2007 (the “Option Agreement”).
      Capitalized terms used herein without definition shall have the meanings given
      in the Option Agreement.




Grant
      Date: September 10, 2007


Number
      of
      Shares as to which Option is Exercised:


Exercise
      Price per Share: $0.006


Total
      Exercise Price:


Certificate
      to be issued in name of: _____________________________________




Payment
      delivered herewith: $___________ (Representing the full Exercise Price
      for


the
      Shares, as well as any applicable withholding tax)


Form
      of
      Payment:_____________________________


(Please
      specify)


Type
      of
      Option: Non-Statutory Option





Optionee
      acknowledges that Optionee has received, read and understood the Option
      Agreement. Optionee agrees to abide by and be bound by their terms and
      conditions. Optionee understands that Optionee may suffer adverse tax
      consequences as a result of Optionee’s purchase or disposition of the Shares.
      Optionee represents that Optionee has consulted with any tax consultants
      Optionee deems advisable in connection with the purchase or disposition of
      the
      Shares and that Optionee is not relying on the Corporation for any tax advice.
      The Option Agreement is incorporated herein by reference. This Agreement and
      the
      Option Agreement constitute the entire agreement of the parties and supersede
      in
      their entirety all prior undertakings and agreements of the Corporation and
      Optionee with respect to the subject matter hereof.




ACCEPTED
      BY:




By:________________________________________


Name:______________________________________


Title:_______________________________________


Address:____________________________________


___________________________________________





NOTICE
      OF
      EXERCISE OF COMMON STOCK OPTION


PURSUANT
      TO CASHLESS EXERCISE PROVISION




Chief
      Financial Officer


Torbay
      Holdings, Inc.


2967
      Michelson Dr. G444


Irvine,
      CA 92612




Price
      per
      share of the option $_______




Number
      of
      shares of common stock to be applied


for
      calculation purposes under this notice ________________




CASHLESS
      EXERCISE




Dear
      Sir
      or Madam:




The
      undersigned, optionee hereby irrevocably exercises the undersigned=s option
      for,
      and purchases thereunder, shares of the Common Stock of Torbay Holdings, Inc.,
      a
      Delaware corporation, as provided below. Capitalized terms used herein, unless
      otherwise defined herein, shall have the meanings given in the Option Agreement.
      The number of shares issuable upon exercise of the option to be applied towards
      the purchase of Common Stock pursuant to this Notice of Exercise is _________,
      thereby leaving ________ shares remaining under the option. Such exercise shall
      be pursuant to the cashless exercise provisions of Section 4(b)(iii) of the
      Option Agreement; therefore, the holder makes no payment with this Notice of
      Exercise. The number of shares to be issued pursuant to this exercise shall
      be
      determined by reference to the formula in Section 4(b)(iii) of the Option
      Agreement which requires the use of the Market Value (as defined in Section
      4.3(c) of the Option Agreement) of the Corporation's Common Stock on the
      business day immediately preceding the day on which this Notice is received
      by
      the Corporation.




OPTIONEE





By:________________________________


Name:
      _____________________________


Title:
      ______________________________


Address:
      ___________________________


___________________________________