gabriel_8k-ex1007.htm


    EXHIBIT
10.7

     

    GABRIEL
TECHNOLOGIES CORPORATION

    


    PROMISSORY
NOTE

     

    
      	$________________  	
              ______________,
      2008

            


    

     

    FOR VALUE
RECEIVED, the undersigned, Gabriel Technologies Corporation, a Delaware
corporation (“Company”), promises
to pay to the order of ________________ (“Lender”), the
principal sum of ________________ Dollars ($________________) (the “Principal”), without
interest.  Further, Lender will receive a warrant to purchase
________________ (________________) shares of the Company’s common stock at an
exercise price of Fifty Cents ($0.50) per share, pursuant to the terms and
conditions of a Warrant Certificate to be delivered by the
Company.  All payments on this Note shall be due and payable in lawful
money of the United States of America at such place as Lender may from time to
time designate at the time provided in Section 1 below.

    


    1.    Payments.  ________________Dollars
($________________) (which is the Principal plus an amount equal to 100% of the
Principal) shall be due and payable within 10 business days after the first IP
Event to occur after receipt by the Company of the principal of the loan
represented by this Note.  For purposes of this Note, an “IP Event” is defined
as the receipt by the Company or any of its subsidiaries of a minimum of
$6,000,000 in net proceeds (in cash or the fair market value of non-cash
consideration) from (i) a licensing, sale, transfer, settlement or other
transaction with one or more third parties relating to intellectual property of
the Company or its subsidiaries, or (ii) a merger, consolidation, share exchange
or sale of all or substantially all of the stock or assets of the Company or any
of its subsidiaries.

    


    2.    Right to Exchange
Note.  Lender shall have the right to surrender and exchange
this Note at any time after the one year anniversary of this Note into a new
fixed term promissory note in the principal amount of ________________Dollars
($________________) (which is the Principal of this Note plus an amount equal to
100% of such Principal), with such new promissory note (the “New Note”) being due
and payable on or before the one year anniversary of the Exchange Date (as
defined below).  Lender shall exercise its right to such surrender and
exchange by (i) providing 10 days written notice to the Company of the date on
which Lender will surrender and exchange this Note for the New Note (the “Exchange Date”), and
(ii) on or before the Exchange Date, deliver the original of this Note to the
Company.  The Company, upon receipt of Lender’s notice and the
delivery of the original of this Note by Lender as described above, shall
deliver to Lender, within 10 business days after the Exchange Date, the New Note
(which will be dated and effective on the Exchange Date).

    


    3.    Attorney’s
Fees.  If the indebtedness represented by this Note or any part
thereof is collected in bankruptcy, receivership or other judicial proceedings
or if this Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and interest
payable hereunder, reasonable attorney’s fees and costs incurred by
Lender.

    


    4.    Notices.  Any
notice, other communication or payment required or permitted hereunder shall be
in writing and shall be deemed to have been given upon delivery.

    


    5.    Waivers.  The
Company hereby waives presentment, demand for performance, notice of
non-performance, protest, notice of protest and notice of
dishonor.  No delay on the part of Lender in exercising any right
hereunder shall operate as a waiver of such right or any other
right.  Any lawsuit
or litigation arising under, out of, in connection with, or in relation to this
Agreement, any amendment thereof, or the breach thereof, shall be brought in the
courts of Omaha, Nebraska, which courts shall have exclusive jurisdiction over
any such lawsuit or litigation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.    Assignment.  This
Note is not transferable by the Company, whether by sale, pledge or other
disposition, without the prior written consent of Lender which consent may be
withheld in Lender’s sole discretion, except that the Company may transfer this
Note without such consent in connection with a merger or other similar
transaction involving the Company.

    


    7.    Delaware
Law.  This Note shall be construed in accordance with the laws
of the State of Delaware, without regard to the conflicts of laws provisions
thereof.

    


    IN
WITNESS WHEREOF, Gabriel Technologies Corporation has caused this Note to be
executed by its officer thereunto duly authorized.

     

    
      	 	GABRIEL TECHNOLOGIES
      CORPORATION 
	 	 
	 	By:________________________________
	 	Name:______________________________
	 	Title:_______________________________


    

    
 

    


                                                               2