RECITALS

                         AGREEMENT TO TERMINATE WARRANTS

      This Agreement to Terminate Warrants (this "Termination") is entered into
effective this 28th day of April, 2006 by and between Xxxxx Xxxxxxx, an
individual ("Holder") and M-GAB Development Corporation, a Florida corporation
("Company").

                                    RECITALS

      WHEREAS, Holder and Company are parties to that certain Warrant dated
March 8, 2004 (the "Warrant") wherein Holder is entitled to purchase up to
166,667 shares of common stock of the Company at an exercise price of $0.15 per
share (the "Exercise Price");

      WHEREAS, Holder is the holder of 166,667 shares of common stock of the
Company (the "Shares");

      WHEREAS, control of the Company has changed, the Holder no longer desires
to be a shareholder in the Company, and in exchange for the sum of $35,000, has
agreed to sell the Shares to a third party as set forth in that certain Share
Purchase Agreement dated March 15, 2006;

      WHEREAS, Holder and Company mutually desire to terminate the Warrant
effective as of the date hereof.

      NOW, THEREFORE, for good and adequate consideration, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:

      1. The Warrant is hereby terminated in its entirety, effective as of the
date hereof.

      IN WITNESS WHEREOF, the parties hereto, agreeing to be bound hereby,
execute this Amendment upon the date first set forth above.

"Holder"                                      "Company"

                                              M-GAB Development Corporation

/s/ Xxxxx Xxxxxxx                             /s/ Xxxx X. Xxxx
------------------------------------          ----------------------------------
By:      Xxxxx Xxxxxxx, an individual         By:      Xxxx X. Xxxx
                                              Its:     President