Unassociated Document


    EXHIBIT 10.5

     

    OBLIGATION EXCHANGE
AGREEMENT AND RELEASE

     

    THIS
OBLIGATION EXCHANGE AGREEMENT AND RELEASE (this “Agreement”)
is made and entered into effective as of the 10 day of June, 2008, by and among
Gabriel Technologies Corporation, a Delaware corporation (the “Company”),
Pali Capital, Inc. (“Pali”),
Matt Gohd (“Gohd”),
Hilary Bergman (“Bergman”),
and GJ Capital (“GJC,” and
referred to together with Gohd and Bergman collectively as the “Pali
Owners”).  The Company, Pali and the Pali Owners are sometimes
hereinafter referred to individually as a “Party” and
collectively as the “Parties”.

     

    WHEREAS,
the Company has obligations to Pali for fees and expenses incurred in connection
with financing activity that occurred between October 12, 2004 and November 15,
2007, including but not limited to those specific obligations set forth in that
certain March 22, 2005 letter agreement (the “Letter
Agreement”) between the Parties (the “Fee
Obligations”);

     

    WHEREAS,
as of the date hereof, the Parties agree that the total outstanding amount of
the Fee Obligations is $205,000; and

     

    WHEREAS,
Pali desires to exchange the Fee Obligations for stock equivalent units of the
Company (“Units”)
and warrants for the purchase of Units, which shall be issued directly to the
Pali Owners as described below, and the Company is willing to do so provided
that such exchange settles and releases all outstanding obligations, debts, and
liabilities with respect to the Fee Obligations pursuant to the terms of this
Agreement.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged and confessed, the Parties agree as
follows:

     

    1.    CONSIDERATION.  Upon
the execution and delivery of this Agreement by Pali to the Company and the
cancellation of the Fee Obligations pursuant to Section 2 below, the Company
shall issue:

     

    (a)    An aggregate
of 512,500 Units to the Pali Owners (the “Unit
Consideration”) and, concurrent therewith, both the Company and each
Party receiving Units pursuant to the terms of this Agreement shall enter into a
Stock Equivalent Unit Participation Agreement in the forms of Exhibit A (the Gohd
Participation Agreement), Exhibit B (the
Bergman Participation Agreement) and Exhibit C (the
GJC Participation Agreement) attached hereto (collectively the “Participation
Agreements”). The aggregate Unit Consideration shall be divided and
issued as follows: 358,750 Units to Gohd, 64,063 Units to Bergman, and 89,687 to
GJC. The Units shall not be certificated, will be governed by this Agreement and
the Participation Agreements, and will be represented solely by an account to be
maintained by the Company as set forth in the Participation Agreements;
and

     

    (b)    Warrants to
purchase an aggregate of up to 512,500 Units to the Pali Owners at an exercise
price of $0.40 per Unit (the “Warrant
Consideration”). The aggregate Warrant Consideration shall be divided and
issued as follows: a warrant for the purchase of up to 358,750 Units to Gohd, a
warrant for the purchase of up to 64,063 Units to Bergman, and a warrant for the
purchase of up to 89,687 to GJC. The Warrant Consideration shall be evidenced by
Warrant Certificates in the forms of Exhibit D (the Gohd
Warrant Certificate), Exhibit E (the
Bergman Warrant Certificate) and Exhibit F (the
GJC Warrant Certificate) attached hereto (the “Warrant
Certificates”).

     

    2.    CANCELLATION OF FEE
OBLIGATIONS.  In exchange for the Unit Consideration and
Warrant Consideration described above, Pali hereby agrees that any and all
unpaid and outstanding obligations of the Company to Pali in respect to any
financing consummated by the Company between October 12, 2004 and the effective
date of this Agreement, including specifically but not limited to the Fee
Obligations, are satisfied in full hereby and released.

     

    
      
         

      

      
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    3.    PALI AND PALI OWNERS’
REPRESENTATIONS AND WARRANTIES.  As of the date hereof, Pali
and the Pali Owners each represent and warrant as follows:

     

    (a)    Pali has not
assigned, pledged, or transferred in any manner to any person or entity any
right, title, or interest to any of the Fee Obligations or any of the Pali
Claims (defined in Section 5 below);

     

    (b)    Pali and the
Pali Owners are free to enter into this Agreement and to perform each of its
terms and covenants;

     

    (c)    Pali and the
Pali Owners are not restricted or prohibited, contractually or otherwise, from
entering into and performing this Agreement;

     

    (d)    Their
execution and performance of this Agreement is not a violation or breach of any
other agreement between Pali and/or any of the Pali Owners and any other person
or entity;

     

    (e)    This
Agreement is a legal, valid and binding agreement of Pali and each of the Pali
Owners, enforceable in accordance with its terms;

     

    (f)    Pali and the
Pali Owners recognize that acquiring the Units and Warrants involves a high
degree of risk and is suitable only for persons of adequate financial means who
have no need for liquidity of the Units and the Warrant
Consideration;

     

    (g)    Pali and the
Pali Owners (i) are each competent to understand and do understand the nature of
the Units and the Warrant Consideration, and (ii) are each able to bear the
economic risk of the Units and the Warrant Consideration;

     

    (h)    Pali and the
Pali Owners are each accredited investors as defined in Rule 501 of Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the “Act”);

     

    (i)    Pali and the
Pali Owners each have significant prior investment experience, including
investment in nonlisted and nonregistered securities, and recognize the highly
speculative nature of the Units and the Warrant Consideration, and are each able
to bear the economic risk hereby assumed;

     

    (j)    All
information regarding the Company which was requested or desired by Pali and/or
each of the Pali Owners has been furnished, all other documents which could be
reasonably provided have been made available for inspection and review, and Pali
and the Pali Owners each believe that such information is sufficient to make an
informed decision with respect to its acquiring the Units and the Warrant
Consideration;

     

    (k)    The Pali
Owners are each acquiring the Units and the Warrant Consideration for their own
account, for investment, and not for distribution or resale to others;
and

     

    (l)    The Pali
Owners may not assign or transfer the Units or the Warrant Consideration except
by will, by the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code of 1986, as
amended.

     

    4.    COMPANY REPRESENTATIONS AND
WARRANTIES.  As of the date hereof, the Company represents and
warrants the following:

     

    
      
         

      

      
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    (a)    It is free to
enter into this Agreement and to perform each of its terms and
covenants;

     

    (b)    It is not
restricted or prohibited, contractually or otherwise, from entering into and
performing this Agreement;

     

    (c)    Its execution
and performance of this Agreement is not a violation or breach of any other
agreement between the Company and any other person or entity; and

     

    (d)    This
Agreement is a legal, valid and binding agreement of the Company, enforceable in
accordance with its terms.

     

    5.    RELEASE BY PALI AND THE PALI
OWNERS.  Pali, on behalf of itself, its predecessors,
successors, assigns, partners, members, managers, affiliates, subsidiaries,
officers, employees, attorneys, and agents, past, present and future, and the
Pali Owners, hereby fully, finally and completely RELEASE AND FOREVER DISCHARGE
the Company and its predecessors, successors, assigns, partners, affiliates,
subsidiaries, officers, shareholders, directors, employees, attorneys, and
agents, past, present and future (the “Company Released
Parties”), of and from any and all actions, causes of action, suits,
debts, disputes, damages, claims, fees, expenses, costs, obligations,
liabilities, and demands of any kind whatsoever, at law or in equity, whether
matured or unmatured, liquidated or unliquidated, vested or contingent, known or
unknown, with respect to matters arising in connection with or resulting from
any financing consummated by the Company between October 12, 2004 and the
effective date of this Agreement (including specifically but not limited to the
Fee Obligations) that Pali or any of the Pali Owners had, now has, or hereafter
may have against the Company Released Parties or any of them (the “Pali
Claims”).  Pali and each of the Pali Owners hereby agrees that
it will not assert, and that it is estopped from asserting, against any and all
of the Company Released Parties, any Pali Claims that are released in this
Agreement.

     

    6.    INDEMNIFICATION.  Pali
and the Pali Owners each agree to hold the Company, its subsidiaries, officers,
directors, employees and agents and their respective heirs, representatives,
successors, and assigns harmless and to indemnify them against all liabilities,
costs, and expenses (including reasonable attorneys’ fees) incurred by them in
connection with the transaction contemplated in this Agreement or as a result of
any sale or distribution of the Units or the Warrant Consideration by the Pali
Owners in violation of this Agreement, the Participation Agreements, the Warrant
Certificates, or any applicable securities laws or any misrepresentation by Pali
herein, including without limitation any claims made by any third persons in
respect of any right to the Fee Obligations or the indebtedness represented
thereby.

     

    7.    ENTIRE
AGREEMENT.  This Agreement, the Participation Agreements, the
Warrant Certificates, and the Letter Agreement constitute the entire agreement
among the Parties as to the subject matter hereof.  There are no
verbal understandings, agreements, representations or warranties that are not
expressly set forth herein.  Other than the above agreements, there
are no understandings or agreements under which the Company or Pali has any
obligation to the other. This Agreement shall not be changed orally, but only in
writing signed by the Parties.

     

    8.    SEVERABILITY.  Any
provision of this Agreement which is for any reason prohibited or found or held
invalid or unenforceable by any court or governmental agency shall be
ineffective to the extent of such prohibition or invalidity or unenforceability,
without invalidating the remaining provisions hereof in such jurisdiction or
affecting the validity or enforceability of such provision in any other
jurisdiction.

     

    9.    BINDING
EFFECT.  This Agreement shall be binding upon and inure to the
benefits of the Parties, their respective successors and assigns.

     

    
      
         

      

      
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    10.    GOVERNING
LAW.  This Agreement shall be governed by and construed,
enforced and interpreted in accordance with the laws of the State of Nebraska
(without regard to principles of conflicts of laws).  The Parties
consent to the sole and exclusive jurisdiction of the state courts and U.S.
federal courts having jurisdiction in Douglas County, Nebraska for any dispute
arising out of this Agreement.

     

    11.    COUNTERPARTS; ELECTRONIC
DELIVERY.  This Agreement may be executed in any number of
original counterparts, each of which having been so executed and delivered shall
be deemed an original and all of which, collectively, shall constitute one
agreement; it being understood and agreed that the signature pages may be
detached from one or more such counterparts and combined with the signature
pages from any other counterparts in order that one or more fully executed
originals may be assembled.  A copy of an executed counterpart
signature page signed by a Party may be delivered by facsimile or other
electronic transmission and, upon such delivery, a print out of the transmitted
signature of such Party will have the same effect as if a counterpart of this
Agreement bearing an original signature of that Party had been delivered to the
other Party.

     

    [signature
page follows]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement
in Omaha, Nebraska effective as of the day and year first above
written.

     

    
      
        	 	PALI
      CAPITAL, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Matt
      Gohd	 
	 	 	Name:
      Matt Gohd	 
	 	 	Title:
      SR MANAGING DIRECTOR	 


      



    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Matt
      Gohd	 
	 	 	Name:
      MATT GOHD	 


      

    

     

    
      	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Hilary
      Bergman	 
	 	 	Name:
      HILARY BERGMAN	 


    

     

     

     

    
      
        	 	GJ
      CAPITAL	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Matt
      Gohd	 
	 	 	Name:
      Matt Gohd	 
	 	 	Title:
      	 
	 	 	 	 


      

    

    


                                       

    
      
        	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ronald
      Gillum	 
	 	 	Name:
      RONALD GILLUM	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

    


    
      
         

      

      
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    EXHIBIT
A

     

    FORM
OF GOHD STOCK EQUIVALENT UNIT PARTICIPATION AGREEMENT

     

    
      
         

      

      
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    GABRIEL
TECHNOLOGIES CORPORATION

    STOCK
EQUIVALENT UNIT

    PARTICIPATION
AGREEMENT

    


    STOCK EQUIVALENT UNIT PARTICIPATION
AGREEMENT (this “Agreement”) entered
into this 10 day of June, 2008 (the “Effective Date”),
between GABRIEL TECHNOLOGIES
CORPORATION, a Delaware corporation (the “Corporation”), and
MATT GOHD (the “Holder”).

     

    WHEREAS, Pali Capital, Inc.
(“Pali”) has provided services to the Corporation resulting in an obligation of
the Corporation to Pali of fees and expenses incurred in connection with
financing activity that occurred between October 12, 2004 and November 15, 2007,
including but not limited to those specific obligations set forth in that
certain March 22, 2005 letter agreement between the Corporation and Pali (the
“Obligation”),
and has agreed to exchange the Obligation for aggregate consideration of 758,766
Units (as defined below), 358,750  of which are to be issued to the
Holder pursuant to the terms of that certain Obligation Exchange Agreement and
Release (the “Exchange
Agreement”) by and among the Corporation, Pali, the Holder, Hilary
Bergman and GJ Capital;

     

    WHEREAS, the Corporation and
the Holder desire to memorialize and set out their respective rights and
obligations with respect to the Units to be issued to Holder pursuant to the
terms of the Exchange Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.    Definitions.  The
following words have the following meanings for purposes of this
Agreement.

     

    (a)    “Change of Control”
means the earliest date upon which one of the following events
occurs:

     

    (i)    Acquisition
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2)  of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)
(a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (A) the Shares (as defined below) or (B)
the combined voting power of the then-outstanding voting securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation; provided, however, that for purposes of this Subsection (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee  benefit plan (or
related trust) sponsored or maintained by the Corporation or any affiliated
company, or (D) any acquisition by any corporation pursuant to a transaction
that complies with clauses (A), (B), or (C) of Subsection (ii)
below);

     

    (ii)    Consummation
of a reorganization, merger, consolidation or sale or other disposition of all
or a significant part of the assets (other than in the ordinary course of
business) of the Corporation or of any of the Corporation’s wholly or partly
owned subsidiary companies, including without limitation Trace Technologies,
LLC, a Nebraska limited liability company (a “Business
Combination”), in each case, unless, following
such Business Combination, (A) all or substantially all of the individuals and
entities that were the beneficial holders of the Shares (as defined below)
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such Business Combination, owns the Corporation
or all or substantially all of the Corporation‘s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership of the Shares immediately prior to such Business Combination, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Corporation’s Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or

     

    
      
         

      

      
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    (iii)    Approval by
the stockholders of the Corporation of a complete liquidation or dissolution of
the Corporation.

     

    (b)    “Dividend Distribution
Date” means the date on which the Corporation pays a cash dividend to the
holder of a Share.

     

    (c)    “Settlement Date”
means the date upon which the Stockholders of the Corporation receive proceeds
resulting from a Change of Control.

     

    (d)    “Share” means one
share and “Shares” means more
than one share of the Corporation’s issued and outstanding common stock, $0.001
par value, as the same is constituted from time to time.

     

    (e)    “Stockholder” means a
holder of Shares.

     

    (f)    “Unit” means a
contractual right of the Holder to receive a certain amount or value of property
from the Corporation equal to a certain amount or value of property received by
a Stockholder with respect to a Share, in accordance with the terms and
conditions of this Agreement.

     

    2.    Acknowledgement of Receipt
of Units and Cancellation of Obligation.

     

    (a)    The Holder
hereby acknowledges receipt of 358,750 Units from the
Corporation under the Exchange Agreement and agrees that such Units shall be
subject to the terms and conditions of this Agreement.  Holder further
acknowledges and agrees that such Units were received in exchange for the
cancellation of the Corporation’s Obligation, as described in the Exchange
Agreement.

     

    (b)    The
Corporation hereby acknowledges the issuance of 358,750 Units to the Holder under the Exchange
Agreement and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  The Corporation further
acknowledges and agrees that such Units were issued in exchange for the
cancellation of the Corporation’s Obligation, as described in the Exchange
Agreement.

     

    3.    Rights of
Holders of Units.  In accordance with the terms of this
Agreement, on the Settlement Date and each Dividend Distribution Date, if any,
the Holder of a Unit, with respect to each Unit held, shall be entitled to
receive an amount equal to the value of the amount paid or distributed to each
Stockholder with respect to each Share, in the form of cash or, at the election
of the Corporation, other property with a value equal to the property otherwise
distributable or payable under the terms of this Agreement.  Any such
amount or distribution to which a Holder becomes entitled shall be paid or made
by the Corporation to such Holder within five (5) Business Days (as defined
below) of such Settlement Date or Dividend Distribution Date.  By way
of illustration of the amounts or distributions to which a Holder may become
entitled, if on the Settlement Date, a Stockholder of the Corporation receives
$1.00 for each Share held by such Stockholder, then Holder will receive a cash
payment equal to $1.00 times the number of Units held by
Holder.  Similarly, if on the Settlement Date, each Stockholder of the
Corporation receives 5 shares of common stock of the acquiring company, with a
value of $2.00, for each Share held by such Stockholder, then Holder will
receive, at the Corporation’s election, either (a) a cash payment equal to $2.00
times the number of Units held by Holder, or (b) 5 shares of common stock of the
acquiring company for each Unit held by Holder.  Likewise, if on the
Dividend Distribution Date, each Stockholder of the Corporation receives a
Dividend Distribution Payment of $0.25 per Share in cash, then Holder will
receive a cash payment equal to $0.25 times the number of Units held by the
Holder.  The Corporation shall have the right to deduct, from any
payment or distribution hereunder, any taxes required by law to be withheld from
the Holder with respect to such payment or distribution and, in furtherance
thereof, Holder shall provide any documentation or completed form as may be
requested by Corporation related to or in connection with the determination of
any such withholding.  For the avoidance of doubt, amounts will only
be payable or distributable under this Agreement upon the occurrence of an event
specifically described herein and, further, no amount shall be payable or
distributable to a Holder upon the mere change in value of a Share in the
absence of such occurrence.

     

    
      
         

      

      
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    4.    No Rights
as a Stockholder.  The Holder, in
its capacity as a Holder of Units, shall have no rights as a Stockholder of the
Corporation.  No Shares or other equity interest in the Corporation
shall be issued pursuant to this Agreement.

     

    5.    Adjustments to Units; No
Limitation on Corporation Action.

     

    (a)    In the event
of a change in the number of Shares by reason of the Corporation implementing
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate
change, so long as such change does not result in a Change of Control, the
Corporation shall adjust the number of Units issued to Holder in the Holder’s
Account (as defined in Section 7) as is necessary and appropriate and, further,
any such adjustment made shall be conclusive and binding on the parties
hereto.

     

    (b)    Notwithstanding the
foregoing, the issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Units covered by this Agreement.

     

    (c)    For the
avoidance of doubt and without limiting the generality of the foregoing, the
existence of the Units shall not affect in any manner the right or power of the
Corporation to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s capital
structure or its business; (ii) any merger or consolidation of the Corporation;
(iii) the dissolution or liquidation of the Corporation; (iv) any sale, transfer
or assignment of all or any part of the assets or business of the Corporation;
or (v) any other corporate act or proceeding, whether of a similar character or
otherwise.

     

    6.    Representations
and Warranties of Holders of Units.  As of the
Effective Date and the date of execution of the Exchange Agreement, the Holder
represents and warrants that:

     

    (a)    The Holder
has had access to all information regarding the Corporation and its present and
prospective business, assets, liabilities and financial condition that the
Holder reasonably considers important in connection with the Units, this
Agreement, and the Exchange Agreement, and the Holder has had ample opportunity
to ask questions of the Corporation’s representatives (and any such questions
have been answered to Holder’s satisfaction) concerning such
matters.

     

    
      
         

      

      
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    (b)    The Holder is
fully aware of: (i) the highly speculative nature of the future potential
financial returns on or from the Units, (ii) the financial risks and hazards
involved in the future potential financial returns on or from the Units, and
(iii) the tax consequences of executing and participating in this Agreement and
the Exchange Agreement.

     

    (c)    The
Corporation has made no representations or warranties to the Holder with respect
to the tax consequences (including, without limitation, the federal, state and
local income tax consequences) related to or that could arise from executing and
participating in this Agreement and the Exchange Agreement, and the Holder is in
no manner relying on the Corporation or its representatives for an assessment of
such tax consequences.

     

    (d)    The Holder
has been advised that Holder should consult with his own attorney, accountant,
and/or tax advisor regarding the decision to enter into and participate in this
Agreement and the Exchange Agreement and the tax, financial, and/or other
consequences thereof, and, further, the Corporation has no responsibility to
take or refrain from taking any action or actions in order to achieve a certain
tax or financial result for the Holder.

     

    7.    Stock
Equivalent Unit Account.  Each Unit shall
be evidenced by an entry on the books of the Corporation (an “Account”).  Each
Account shall be the record of Units issued to Holder pursuant to the Exchange
Agreement and this Agreement and shall be solely for accounting
purposes.  Amounts payable or distributable hereunder shall be paid or
distributed exclusively from the general assets of the Corporation, and no
Holder entitled to payment or distribution hereunder shall have any claim,
right, security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Corporation from which a payment or
distribution may be made.  The rights of a Holder of a Unit hereunder
shall be solely those of an unsecured creditor of the
Corporation.  The Corporation’s liability for payments or
distributions hereunder, if any, shall be evidenced only by this
Agreement.

     

    8.    Restriction
on Transfer.  The Units may not
be assigned or transferred except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended.  If the Holder dies,
the Units shall transfer to a person who acquired the right to the Units by
bequest or inheritance. The Units shall not be subject to execution, attachment
or similar process.  Any attempted assignment or transfer of the Units
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Units, shall be null and void and without
effect.

     

    9.    Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the
Holder, to the address set forth on the signature page hereto; and

    if to the
Corporation, to:

     

    Gabriel
Technologies Corporation

    Attention:
Ronald Gillum

    4538 S.
140th
Street

    Omaha,
NE  68137

    


    
      
         

      

      
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    or to
such other address as the party to whom notice is to be given may have furnished
to each other party in writing in accordance herewith.  Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail.  As used herein, “Business Day” means a
day that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

     

    10.    No
Waiver.  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 like or different
nature.

     

    11.    Holder
Undertaking / Indemnification.  The Holder hereby
agrees to take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Holder pursuant to the express
provisions of this Agreement.  Holder agrees to hold the Corporation,
its subsidiary companies, officers, directors, employees and agents and their
respective heirs, representatives, successors, and assigns harmless and to
indemnify them against all liabilities, costs, and expenses (including
reasonable attorneys’ fees) incurred by them as a result of any
misrepresentation made by Holder herein or any other breach or violation by
Holder of this Agreement or the Exchange Agreement.

     

    12.    Governing
Law.  This Agreement
shall be governed by and construed, enforced and interpreted in accordance with
the laws of the State of Nebraska (without regard to principles of conflicts of
laws).  The Parties consent to the sole and exclusive jurisdiction of
the state courts and U.S. federal courts having jurisdiction in Douglas County,
Nebraska for any dispute arising out of this Agreement.

     

    13.    Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    14.    Entire
Agreement.  This Agreement,
with the Exchange Agreement, constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all prior
written or oral negotiations, commitments, representations and agreements with
respect thereto.

     

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of page intentionally left blank -- signature page follows]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

     

     

    
      
        	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ronald
      Gillum	 
	 	 	Name:
      Ronald Gillum	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

     

    
      	 	HOLDER:	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Matt
      Gohd	 
	 	 	Name:
      Matt Gohd	 
	 	 	Address: 101 W67 48B, New York, NY
      10023	 
	 	 	 	 


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
EXHIBIT
B

     

    FORM
OF BERGMAN STOCK EQUIVALENT UNIT PARTICIPATION AGREEMENT

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    GABRIEL
TECHNOLOGIES CORPORATION

    STOCK
EQUIVALENT UNIT

    PARTICIPATION
AGREEMENT

    


    STOCK EQUIVALENT UNIT PARTICIPATION
AGREEMENT (this “Agreement”) entered
into this 5 day of June, 2008 (the “Effective Date”),
between GABRIEL TECHNOLOGIES
CORPORATION, a Delaware corporation (the “Corporation”), and
HILARY BERGMAN (the
“Holder”).

     

    WHEREAS, Pali Capital, Inc.
(“Pali”) has provided services to the Corporation resulting in an obligation of
the Corporation to Pali of fees and expenses incurred in connection with
financing activity that occurred between October 12, 2004 and November 15, 2007,
including but not limited to those specific obligations set forth in that
certain March 22, 2005 letter agreement between the Corporation and Pali (the
“Obligation”),
and has agreed to exchange the Obligation for aggregate consideration of 758,766
Units (as defined below), 64,063 of which are to be issued to the Holder
pursuant to the terms of that certain Obligation Exchange Agreement and Release
(the “Exchange
Agreement”) by and among the Corporation, Pali, the Holder, Matt Gohd and
GJ Capital;

     

    WHEREAS, the Corporation and
the Holder desire to memorialize and set out their respective rights and
obligations with respect to the Units to be issued to Holder pursuant to the
terms of the Exchange Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.    Definitions.  The
following words have the following meanings for purposes of this
Agreement.

     

    (a)    “Change of Control”
means the earliest date upon which one of the following events
occurs:

     

    (i)    Acquisition
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2)  of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)
(a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (A) the Shares (as defined below) or (B)
the combined voting power of the then-outstanding voting securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation; provided, however, that for purposes of this Subsection (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee  benefit plan (or
related trust) sponsored or maintained by the Corporation or any affiliated
company, or (D) any acquisition by any corporation pursuant to a transaction
that complies with clauses (A), (B), or (C) of Subsection (ii)
below);

     

    (ii)    Consummation
of a reorganization, merger, consolidation or sale or other disposition of all
or a significant part of the assets (other than in the ordinary course of
business) of the Corporation or of any of the Corporation’s wholly or partly
owned subsidiary companies, including without limitation Trace Technologies,
LLC, a Nebraska limited liability company (a “Business
Combination”), in each case, unless, following
such Business Combination, (A) all or substantially all of the individuals and
entities that were the beneficial holders of the Shares (as defined below)
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such Business Combination, owns the Corporation
or all or substantially all of the Corporation‘s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership of the Shares immediately prior to such Business Combination, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Corporation’s Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or

     

    
      
         

      

      
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    (iii)    Approval by
the stockholders of the Corporation of a complete liquidation or dissolution of
the Corporation.

     

    (b)    “Dividend Distribution
Date” means the date on which the Corporation pays a cash dividend to the
holder of a Share.

     

    (c)    “Settlement Date”
means the date upon which the Stockholders of the Corporation receive proceeds
resulting from a Change of Control.

     

    (d)    “Share” means one
share and “Shares” means more
than one share of the Corporation’s issued and outstanding common stock, $0.001
par value, as the same is constituted from time to time.

     

    (e)    “Stockholder” means a
holder of Shares.

     

    (f)    “Unit” means a
contractual right of the Holder to receive a certain amount or value of property
from the Corporation equal to a certain amount or value of property received by
a Stockholder with respect to a Share, in accordance with the terms and
conditions of this Agreement.

     

    2.    Acknowledgement of Receipt
of Units and Cancellation of Obligation.

     

    (a)    The Holder
hereby acknowledges receipt of 64,063 Units from the Corporation under the
Exchange Agreement and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  Holder further acknowledges and agrees
that such Units were received in exchange for the cancellation of the
Corporation’s Obligation, as described in the Exchange Agreement.

     

    (b)    The
Corporation hereby acknowledges the issuance of 64,063 Units to the Holder under the Exchange
Agreement and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  The Corporation further
acknowledges and agrees that such Units were issued in exchange for the
cancellation of the Corporation’s Obligation, as described in the Exchange
Agreement.

     

    3.    Rights of
Holders of Units.  In accordance with the terms of this
Agreement, on the Settlement Date and each Dividend Distribution Date, if any,
the Holder of a Unit, with respect to each Unit held, shall be entitled to
receive an amount equal to the value of the amount paid or distributed to each
Stockholder with respect to each Share, in the form of cash or, at the election
of the Corporation, other property with a value equal to the property otherwise
distributable or payable under the terms of this Agreement.  Any such
amount or distribution to which a Holder becomes entitled shall be paid or made
by the Corporation to such Holder within five (5) Business Days (as defined
below) of such Settlement Date or Dividend Distribution Date.  By way
of illustration of the amounts or distributions to which a Holder may become
entitled, if on the Settlement Date, a Stockholder of the Corporation receives
$1.00 for each Share held by such Stockholder, then Holder will receive a cash
payment equal to $1.00 times the number of Units held by
Holder.  Similarly, if on the Settlement Date, each Stockholder of the
Corporation receives 5 shares of common stock of the acquiring company, with a
value of $2.00, for each Share held by such Stockholder, then Holder will
receive, at the Corporation’s election, either (a) a cash payment equal to $2.00
times the number of Units held by Holder, or (b) 5 shares of common stock of the
acquiring company for each Unit held by Holder.  Likewise, if on the
Dividend Distribution Date, each Stockholder of the Corporation receives a
Dividend Distribution Payment of $0.25 per Share in cash, then Holder will
receive a cash payment equal to $0.25 times the number of Units held by the
Holder.  The Corporation shall have the right to deduct, from any
payment or distribution hereunder, any taxes required by law to be withheld from
the Holder with respect to such payment or distribution and, in furtherance
thereof, Holder shall provide any documentation or completed form as may be
requested by Corporation related to or in connection with the determination of
any such withholding.  For the avoidance of doubt, amounts will only
be payable or distributable under this Agreement upon the occurrence of an event
specifically described herein and, further, no amount shall be payable or
distributable to a Holder upon the mere change in value of a Share in the
absence of such occurrence.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    4.    No Rights
as a Stockholder.  The Holder, in
its capacity as a Holder of Units, shall have no rights as a Stockholder of the
Corporation.  No Shares or other equity interest in the Corporation
shall be issued pursuant to this Agreement.

     

    5.    Adjustments to Units; No
Limitation on Corporation Action.

     

    (a)    In the event
of a change in the number of Shares by reason of the Corporation implementing
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate
change, so long as such change does not result in a Change of Control, the
Corporation shall adjust the number of Units issued to Holder in the Holder’s
Account (as defined in Section 7) as is necessary and appropriate and, further,
any such adjustment made shall be conclusive and binding on the parties
hereto.

     

    (b)    Notwithstanding the
foregoing, the issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Units covered by this Agreement.

     

    (c)    For the
avoidance of doubt and without limiting the generality of the foregoing, the
existence of the Units shall not affect in any manner the right or power of the
Corporation to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s capital
structure or its business; (ii) any merger or consolidation of the Corporation;
(iii) the dissolution or liquidation of the Corporation; (iv) any sale, transfer
or assignment of all or any part of the assets or business of the Corporation;
or (v) any other corporate act or proceeding, whether of a similar character or
otherwise.

     

    6.    Representations
and Warranties of Holders of Units.  As of the
Effective Date and the date of execution of the Exchange Agreement, the Holder
represents and warrants that:

     

    (a)    The Holder
has had access to all information regarding the Corporation and its present and
prospective business, assets, liabilities and financial condition that the
Holder reasonably considers important in connection with the Units, this
Agreement, and the Exchange Agreement, and the Holder has had ample opportunity
to ask questions of the Corporation’s representatives (and any such questions
have been answered to Holder’s satisfaction) concerning such
matters.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (b)    The Holder is
fully aware of: (i) the highly speculative nature of the future potential
financial returns on or from the Units, (ii) the financial risks and hazards
involved in the future potential financial returns on or from the Units, and
(iii) the tax consequences of executing and participating in this Agreement and
the Exchange Agreement.

     

    (c)    The
Corporation has made no representations or warranties to the Holder with respect
to the tax consequences (including, without limitation, the federal, state and
local income tax consequences) related to or that could arise from executing and
participating in this Agreement and the Exchange Agreement, and the Holder is in
no manner relying on the Corporation or its representatives for an assessment of
such tax consequences.

     

    (d)    The Holder
has been advised that Holder should consult with his own attorney, accountant,
and/or tax advisor regarding the decision to enter into and participate in this
Agreement and the Exchange Agreement and the tax, financial, and/or other
consequences thereof, and, further, the Corporation has no responsibility to
take or refrain from taking any action or actions in order to achieve a certain
tax or financial result for the Holder.

     

    7.    Stock
Equivalent Unit Account.  Each Unit shall
be evidenced by an entry on the books of the Corporation (an “Account”).  Each
Account shall be the record of Units issued to Holder pursuant to the Exchange
Agreement and this Agreement and shall be solely for accounting
purposes.  Amounts payable or distributable hereunder shall be paid or
distributed exclusively from the general assets of the Corporation, and no
Holder entitled to payment or distribution hereunder shall have any claim,
right, security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Corporation from which a payment or
distribution may be made.  The rights of a Holder of a Unit hereunder
shall be solely those of an unsecured creditor of the
Corporation.  The Corporation’s liability for payments or
distributions hereunder, if any, shall be evidenced only by this
Agreement.

     

    8.    Restriction
on Transfer.  The Units may not
be assigned or transferred except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended.  If the Holder dies,
the Units shall transfer to a person who acquired the right to the Units by
bequest or inheritance. The Units shall not be subject to execution, attachment
or similar process.  Any attempted assignment or transfer of the Units
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Units, shall be null and void and without
effect.

     

    9.    Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the
Holder, to the address set forth on the signature page hereto; and

    if to the
Corporation, to:

     

    Gabriel
Technologies Corporation

    Attention:
Ronald Gillum

    4538 S.
140th
Street

    Omaha,
NE  68137

    


    or to
such other address as the party to whom notice is to be given may have furnished
to each other party in writing in accordance herewith.  Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail.  As used herein, “Business Day” means a
day that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

     

    
      
         

      

      
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    10.    No
Waiver.  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 like or different
nature.

     

    11.    Holder
Undertaking / Indemnification.  The Holder hereby
agrees to take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Holder pursuant to the express
provisions of this Agreement.  Holder agrees to hold the Corporation,
its subsidiary companies, officers, directors, employees and agents and their
respective heirs, representatives, successors, and assigns harmless and to
indemnify them against all liabilities, costs, and expenses (including
reasonable attorneys’ fees) incurred by them as a result of any
misrepresentation made by Holder herein or any other breach or violation by
Holder of this Agreement or the Exchange Agreement.

     

    12.    Governing
Law.  This Agreement
shall be governed by and construed, enforced and interpreted in accordance with
the laws of the State of Nebraska (without regard to principles of conflicts of
laws).  The Parties consent to the sole and exclusive jurisdiction of
the state courts and U.S. federal courts having jurisdiction in Douglas County,
Nebraska for any dispute arising out of this Agreement.

     

    13.    Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    14.    Entire
Agreement.  This Agreement,
with the Exchange Agreement, constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all prior
written or oral negotiations, commitments, representations and agreements with
respect thereto.

     

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of page intentionally left blank -- signature page follows]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

     

     

    
      
        	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ronald
      Gillum	 
	 	 	Name:
      Ronald Gillum	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

     

    
      	 	HOLDER:	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Hulary
      Bregman	 
	 	 	Name:
      Hulary Bregman	 
	 	 	Address: 225
      EAST 63rd St, Apt 4M, New York, NY
      10065	 
	 	 	 	 


    

    
      
         

      

      
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EXHIBIT
C

     

    FORM
OF GJC STOCK EQUIVALENT UNIT PARTICIPATION AGREEMENT

     

    
      
         

      

      
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    GABRIEL
TECHNOLOGIES CORPORATION

    STOCK
EQUIVALENT UNIT

    PARTICIPATION
AGREEMENT

    


    STOCK EQUIVALENT UNIT PARTICIPATION
AGREEMENT (this “Agreement”) entered
into this 10 day of June, 2008 (the “Effective Date”),
between GABRIEL TECHNOLOGIES
CORPORATION, a Delaware corporation (the “Corporation”), and
GJ CAPITAL (the “Holder”).

     

    WHEREAS, Pali Capital, Inc.
(“Pali”) has provided services to the Corporation resulting in an obligation of
the Corporation to Pali of fees and expenses incurred in connection with
financing activity that occurred between October 12, 2004 and November 15, 2007,
including but not limited to those specific obligations set forth in that
certain March 22, 2005 letter agreement between the Corporation and Pali (the
“Obligation”),
and has agreed to exchange the Obligation for aggregate consideration of 758,766
Units (as defined below), 89,687 of which are to be issued to the Holder
pursuant to the terms of that certain Obligation Exchange Agreement and Release
(the “Exchange
Agreement”) by and among the Corporation, Pali, the Holder, Matt Gohd and
Hilary Bergman;

     

    WHEREAS, the Corporation and
the Holder desire to memorialize and set out their respective rights and
obligations with respect to the Units to be issued to Holder pursuant to the
terms of the Exchange Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.    Definitions.  The
following words have the following meanings for purposes of this
Agreement.

     

    a.    “Change of Control”
means the earliest date upon which one of the following events
occurs:

     

    (i)    Acquisition
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2)  of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)
(a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (A) the Shares (as defined below) or (B)
the combined voting power of the then-outstanding voting securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation; provided, however, that for purposes of this Subsection (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee  benefit plan (or
related trust) sponsored or maintained by the Corporation or any affiliated
company, or (D) any acquisition by any corporation pursuant to a transaction
that complies with clauses (A), (B), or (C) of Subsection (ii)
below);

     

    (ii)    Consummation
of a reorganization, merger, consolidation or sale or other disposition of all
or a significant part of the assets (other than in the ordinary course of
business) of the Corporation or of any of the Corporation’s wholly or partly
owned subsidiary companies, including without limitation Trace Technologies,
LLC, a Nebraska limited liability company (a “Business
Combination”), in each case, unless, following
such Business Combination, (A) all or substantially all of the individuals and
entities that were the beneficial holders of the Shares (as defined below)
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such Business Combination, owns the Corporation
or all or substantially all of the Corporation‘s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership of the Shares immediately prior to such Business Combination, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Corporation’s Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or

     

    
      
         

      

      
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    (iii)    Approval by
the stockholders of the Corporation of a complete liquidation or dissolution of
the Corporation.

     

    b.    “Dividend Distribution
Date” means the date on which the Corporation pays a cash dividend to the
holder of a Share.

     

    c.    “Settlement Date”
means the date upon which the Stockholders of the Corporation receive proceeds
resulting from a Change of Control.

     

    d.    “Share” means one
share and “Shares” means more
than one share of the Corporation’s issued and outstanding common stock, $0.001
par value, as the same is constituted from time to time.

     

    e.    “Stockholder” means a
holder of Shares.

     

    f.    “Unit” means a
contractual right of the Holder to receive a certain amount or value of property
from the Corporation equal to a certain amount or value of property received by
a Stockholder with respect to a Share, in accordance with the terms and
conditions of this Agreement.

     

    2.    Acknowledgement of Receipt
of Units and Cancellation of Obligation.

     

    (a)    The Holder
hereby acknowledges receipt of 89,687 Units from the Corporation under the
Exchange Agreement and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  Holder further acknowledges and agrees
that such Units were received in exchange for the cancellation of the
Corporation’s Obligation, as described in the Exchange Agreement.

     

    (b)    The
Corporation hereby acknowledges the issuance of 89,687 Units to the Holder under the Exchange
Agreement and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  The Corporation further
acknowledges and agrees that such Units were issued in exchange for the
cancellation of the Corporation’s Obligation, as described in the Exchange
Agreement.

     

    3.    Rights of
Holders of Units.  In accordance with the terms of this
Agreement, on the Settlement Date and each Dividend Distribution Date, if any,
the Holder of a Unit, with respect to each Unit held, shall be entitled to
receive an amount equal to the value of the amount paid or distributed to each
Stockholder with respect to each Share, in the form of cash or, at the election
of the Corporation, other property with a value equal to the property otherwise
distributable or payable under the terms of this Agreement.  Any such
amount or distribution to which a Holder becomes entitled shall be paid or made
by the Corporation to such Holder within five (5) Business Days (as defined
below) of such Settlement Date or Dividend Distribution Date.  By way
of illustration of the amounts or distributions to which a Holder may become
entitled, if on the Settlement Date, a Stockholder of the Corporation receives
$1.00 for each Share held by such Stockholder, then Holder will receive a cash
payment equal to $1.00 times the number of Units held by
Holder.  Similarly, if on the Settlement Date, each Stockholder of the
Corporation receives 5 shares of common stock of the acquiring company, with a
value of $2.00, for each Share held by such Stockholder, then Holder will
receive, at the Corporation’s election, either (a) a cash payment equal to $2.00
times the number of Units held by Holder, or (b) 5 shares of common stock of the
acquiring company for each Unit held by Holder.  Likewise, if on the
Dividend Distribution Date, each Stockholder of the Corporation receives a
Dividend Distribution Payment of $0.25 per Share in cash, then Holder will
receive a cash payment equal to $0.25 times the number of Units held by the
Holder.  The Corporation shall have the right to deduct, from any
payment or distribution hereunder, any taxes required by law to be withheld from
the Holder with respect to such payment or distribution and, in furtherance
thereof, Holder shall provide any documentation or completed form as may be
requested by Corporation related to or in connection with the determination of
any such withholding.  For the avoidance of doubt, amounts will only
be payable or distributable under this Agreement upon the occurrence of an event
specifically described herein and, further, no amount shall be payable or
distributable to a Holder upon the mere change in value of a Share in the
absence of such occurrence.

     

    
      
         

      

      
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    4.    No Rights
as a Stockholder.  The Holder, in
its capacity as a Holder of Units, shall have no rights as a Stockholder of the
Corporation.  No Shares or other equity interest in the Corporation
shall be issued pursuant to this Agreement.

     

    5.    Adjustments to Units; No
Limitation on Corporation Action.

     

    (a)    In the event
of a change in the number of Shares by reason of the Corporation implementing
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate
change, so long as such change does not result in a Change of Control, the
Corporation shall adjust the number of Units issued to Holder in the Holder’s
Account (as defined in Section 7) as is necessary and appropriate and, further,
any such adjustment made shall be conclusive and binding on the parties
hereto.

     

    (b)    Notwithstanding the
foregoing, the issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Units covered by this Agreement.

     

    (c)    For the
avoidance of doubt and without limiting the generality of the foregoing, the
existence of the Units shall not affect in any manner the right or power of the
Corporation to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s capital
structure or its business; (ii) any merger or consolidation of the Corporation;
(iii) the dissolution or liquidation of the Corporation; (iv) any sale, transfer
or assignment of all or any part of the assets or business of the Corporation;
or (v) any other corporate act or proceeding, whether of a similar character or
otherwise.

     

    6.    Representations
and Warranties of Holders of Units.  As of the
Effective Date and the date of execution of the Exchange Agreement, the Holder
represents and warrants that:

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (a)    The Holder
has had access to all information regarding the Corporation and its present and
prospective business, assets, liabilities and financial condition that the
Holder reasonably considers important in connection with the Units, this
Agreement, and the Exchange Agreement, and the Holder has had ample opportunity
to ask questions of the Corporation’s representatives (and any such questions
have been answered to Holder’s satisfaction) concerning such
matters.

     

    (b)    The Holder is
fully aware of: (i) the highly speculative nature of the future potential
financial returns on or from the Units, (ii) the financial risks and hazards
involved in the future potential financial returns on or from the Units, and
(iii) the tax consequences of executing and participating in this Agreement and
the Exchange Agreement.

     

    (c)    The
Corporation has made no representations or warranties to the Holder with respect
to the tax consequences (including, without limitation, the federal, state and
local income tax consequences) related to or that could arise from executing and
participating in this Agreement and the Exchange Agreement, and the Holder is in
no manner relying on the Corporation or its representatives for an assessment of
such tax consequences.

     

    (d)    The Holder
has been advised that Holder should consult with his own attorney, accountant,
and/or tax advisor regarding the decision to enter into and participate in this
Agreement and the Exchange Agreement and the tax, financial, and/or other
consequences thereof, and, further, the Corporation has no responsibility to
take or refrain from taking any action or actions in order to achieve a certain
tax or financial result for the Holder.

     

    7.    Stock
Equivalent Unit Account.  Each Unit shall
be evidenced by an entry on the books of the Corporation (an “Account”).  Each
Account shall be the record of Units issued to Holder pursuant to the Exchange
Agreement and this Agreement and shall be solely for accounting
purposes.  Amounts payable or distributable hereunder shall be paid or
distributed exclusively from the general assets of the Corporation, and no
Holder entitled to payment or distribution hereunder shall have any claim,
right, security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Corporation from which a payment or
distribution may be made.  The rights of a Holder of a Unit hereunder
shall be solely those of an unsecured creditor of the
Corporation.  The Corporation’s liability for payments or
distributions hereunder, if any, shall be evidenced only by this
Agreement.

     

    8.    Restriction
on Transfer.  The Units may not
be assigned or transferred except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended.  If the Holder dies,
the Units shall transfer to a person who acquired the right to the Units by
bequest or inheritance. The Units shall not be subject to execution, attachment
or similar process.  Any attempted assignment or transfer of the Units
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Units, shall be null and void and without
effect.

     

    9.    Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    if to the
Holder, to the address set forth on the signature page hereto; and

    if to the
Corporation, to:

     

    Gabriel
Technologies Corporation

    Attention:
Ronald Gillum

    4538 S.
140th
Street

    Omaha,
NE  68137

    


    or to
such other address as the party to whom notice is to be given may have furnished
to each other party in writing in accordance herewith.  Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail.  As used herein, “Business Day” means a
day that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

     

    10.    No
Waiver.  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 like or different
nature.

     

    11.    Holder
Undertaking / Indemnification.  The Holder hereby
agrees to take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Holder pursuant to the express
provisions of this Agreement.  Holder agrees to hold the Corporation,
its subsidiary companies, officers, directors, employees and agents and their
respective heirs, representatives, successors, and assigns harmless and to
indemnify them against all liabilities, costs, and expenses (including
reasonable attorneys’ fees) incurred by them as a result of any
misrepresentation made by Holder herein or any other breach or violation by
Holder of this Agreement or the Exchange Agreement.

     

    12.    Governing
Law.  This Agreement
shall be governed by and construed, enforced and interpreted in accordance with
the laws of the State of Nebraska (without regard to principles of conflicts of
laws).  The Parties consent to the sole and exclusive jurisdiction of
the state courts and U.S. federal courts having jurisdiction in Douglas County,
Nebraska for any dispute arising out of this Agreement.

     

    13.    Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    14.    Entire
Agreement.  This Agreement,
with the Exchange Agreement, constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all prior
written or oral negotiations, commitments, representations and agreements with
respect thereto.

     

    [remainder
of page intentionally left blank -- signature page follows]

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

     

    
       

      
        
          	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Ronald
      Gillum	 
	 	 	Name:
      Ronald Gillum	 
	 	 	Title:
      President	 
	 	 	 	 


        

      

       

      
        	 	HOLDER:	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Matt
      Gohd	 
	 	 	Name:
      Matt Gohd	 
	 	 	Address: 650
      5th Ave, 5th Fl.	 
	 


      

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

    

     

    EXHIBIT
D

     

    FORM
OF GOHD WARRANT

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold, exchanged or
transferred in any manner in the absence of such registration or an opinion of
counsel reasonably acceptable to the Company that no such registration is
required.

     

    WARRANT
CERTIFICATE

    FOR
THE PURCHASE OF STOCK EQUIVALENT UNITS OF

    GABRIEL
TECHNOLOGIES CORPORATION

    INCORPORATED
UNDER THE LAWS OF

    THE
STATE OF DELAWARE

    


    1.1    Basic
Terms.   This certifies that, in connection with that
certain Obligation Exchange Agreement and Release dated June 9th, 2008 by and
among Gabriel Technologies Corporation, a Delaware corporation (the “Company”),
Pali Capital, Inc., Matt Gohd, Hilary Bergman, and GJ Capital, the registered
owner set forth below, or its registered assigns (“Registered Owner”) is
entitled, subject to the terms and conditions of this Warrant (this “Warrant”),
until the Expiration Date set forth below, to purchase 358,750 stock equivalent
units (“Units”), of the Company, from the Company at the Purchase Price shown
below, on delivery of this Warrant to the Company with an exercise form, as
provided by the Company (an “Exercise Form”), duly executed and payment of the
Purchase Price (in cash or by certified or bank cashier’s check payable to the
order of the Company) for each Warrant Unit purchased.  The term
“Warrant Units,” as used herein, refers to the Units purchasable
hereunder.

    


    
      	
              Registered
      Owner:

            	
              Matt
      Gohd

            
	 	 
	Purchase
      Price:	Forty
      Cents ($0.40) a Unit


    

     

    
      	
              Expiration
      Date:

            	
              3:00pm
      Central Time December 30, 2009, unless terminated sooner under this
      Warrant.

            


    

     

    1.2    Company’s Covenants as to
Units.   Upon exercise of this Warrant, both the Company
and the Registered Owner purchasing Units pursuant to the terms of this Warrant
shall enter into a Stock Equivalent Unit Participation Agreement in the form of
Attachment 1
hereto (the “Participation Agreement”). The Units shall not be certificated,
will be governed by the Participation Agreement, and will be represented solely
by an account to be maintained by the Company as set forth in the Participation
Agreement.

     

    1.3    Method of Exercise; Fractional
Units.   Subject to the provisions of this Warrant, this
Warrant may be exercised, in whole or in part, at the option of the Registered
Owner by (a) surrender of this Warrant to the Company together with a duly
executed Exercise Form, and (b) payment of the Purchase
Price.   No fractional Units are to be issued upon the exercise
of this Warrant.  In lieu of issuing a fraction of a Unit remaining
after exercise of this Warrant as to all full Units covered hereby, the Company
shall either (a) pay therefor cash equal to the same fraction of the then
current Purchase Price per Unit or, at its option, (b) issue scrip for the
fraction, in registered or bearer form approved by the Board of Directors of the
Company, which shall entitle the holder to receive a full Unit on surrender of
scrip aggregating a full Unit.  Scrip may become void after a
reasonable period (but not less than six months after the expiration date of
this Warrant) determined by the Board of Directors and specified in the
scrip.  In case of the exercise of this Warrant for less than all the
Units available for purchase, the Company shall cancel the Warrant and execute
and deliver a new Warrant of like tenor and date for the balance of the Units
purchasable.

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    1.4    Adjustment of Units Available for
Purchase.   The number of Units available for purchase
hereunder and the Purchase Price per Unit are subject to adjustment from time to
time by the Company as specified in this Warrant.

     

    1.5    Limited Rights of
Owner.   This Warrant does not entitle the Registered
Owner to any voting rights or other rights as a stockholder or Unit holder of
the Company, or to any other rights whatsoever except the rights herein
expressed.  No dividends are payable or will accrue on this Warrant or
the Warrant Units available for purchase hereunder until and except to the
extent that this Warrant is exercised.

     

    1.6    Exchange for Other
Denominations.   This Warrant is exchangeable, on its
surrender by the Registered Owner to the Company, for new Warrants of like tenor
and date representing in the aggregate the right to purchase the number of Units
available for purchase hereunder in denominations designated by the Registered
Owner at the time of surrender.

     

    1.7    Transfer.   Except
as otherwise above provided, this Warrant is transferable only on the books of
the Company by the Registered Owner or by its attorney, on surrender of this
Warrant, properly endorsed, provided, however, that any transfer or assignment
shall be subject to the conditions set forth in Section 1.13.

     

    1.8    Recognition of Registered
Owner.   Prior to due presentment for registration of
transfer of this Warrant, the Company may treat the Registered Owner as the
person exclusively entitled to receive notices and otherwise to exercise rights
hereunder.

     

    1.9    Adjustment to Units. In the
event of a change in the number of outstanding shares of the Company’s common
stock, $0.001 par value (“Common Stock”) by reason of implementation of any
stock dividend or split, recapitalization or other similar corporate change, the
Company shall proportionately adjust the Purchase Price and number of Units
available for purchase under this Warrant as is necessary and appropriate (the
price to the nearest cent) and, further, any such adjustment made shall be
conclusive and binding on the Registered Owner. Irrespective of any adjustment
or change in the Purchase Price or the number of Units purchasable under this or
any other Warrant of like tenor, the Warrants theretofore and thereafter issued
may continue to express the Purchase Price per Unit and the number of Units
available for purchase as the Purchase Price per Unit and the number of Units
available for purchase were expressed in the Warrants when initially
issued.

     

    1.10    Notice of
Adjustment.   On the happening of an event requiring an
adjustment of the Purchase Price or the Units available for purchase hereunder,
the Company shall forthwith give written notice to the Registered Owner stating
the adjusted Purchase Price and the adjusted number and kind of securities or
other property available for purchase hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

     

    1.11    Notice and Effect of Certain
Transactions.   In case a voluntary or involuntary
dissolution, liquidation, or winding up of the Company, or a merger,
consolidation, sale of all or substantially all of the assets of the Company, or
similar transaction is at any time proposed, the Company shall give at least a
30 day written notice to the Registered Owner.  Such notice shall
contain:  (a) the date on which the transaction is to take place; (b)
the record date (which shall be at least 30 days after the giving of the notice)
as of which holders of Units will be entitled to receive distributions as a
result of the transaction; (c) a brief description of the transaction; (d) a
brief description of the distributions to be made to holders of Units as a
result of the transaction; and (e) an estimate of the fair value of the
distributions.  On the date of the transaction, if it actually occurs,
this Warrant and all rights hereunder shall terminate.

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    1.12    Method of Giving Notice; Extent
Required.   Notices shall be given by first class mail,
postage prepaid, addressed to the Registered Owner at the address of the Owner
appearing in the records of the Company.  No notice to the Registered
Owner is required except as specified herein.

     

    1.13    Restriction on
Transfer.  The Warrant may not be assigned or transferred
except by will, by the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined in the Internal Revenue Code of
1986, as amended.  If the Registered Owner dies, the Warrant shall
transfer to a person who acquired the right to the Warrant by bequest or
inheritance. The Warrant shall not be subject to execution, attachment or
similar process.  Any attempted assignment or transfer of the Warrant
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Warrant, shall be null and void and without
effect.

     

    1.13    Cashless
Exercise.  Notwithstanding anything to the contrary herein, the
Warrants shall be eligible for “cashless exercise.” The Registered Owner may
elect, in lieu of payment of the Purchase Price in cash, to convert this
Warrant, in whole or in part, into a number of Warrant Units determined by
dividing (i) (A) the aggregate Market Value of an equal number of shares of the
Company’s Common Stock as the number of Units issuable upon exercise of this
Warrant, minus (B) the aggregate Purchase Price of such Warrant Units, by (ii)
the Market Value of one share of the Company’s Common Stock.  “Market
Value” as of any date, means (x) the average of the last reported sale prices on
the principal trading market for the Company’s Common Stock for the five trading
days immediately preceding the date of any such determination, or (y) if market
value cannot be calculated as of such date on the foregoing basis, Market Value
shall be the fair market value as reasonably determined in good faith by the
Board of Directors of the Company.  For example, if a cashless
exercise were permitted, the Market Value on the date of exercise was $3.00 per
share, and the Warrant was being exercised for 250,000 on such date, the
Registered Owner could elect to exercise this Warrant for 216,666 Units on a
cashless basis [((250,000 x $3.00) – (250,000 x $0.40)), divided by $3.00 =
216,666 Units].  The manner of determining the Market Value of the
Common Stock set forth in the foregoing definition shall apply with respect to
any other security in respect of which a determination as to market value must
be made hereunder.

     

    1.14    Governing Law.  THIS
WARRANT SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE BODY OF LAW
CONTROLLING CONFLICTS OF LAW.

     

    1.15    Amendments.  This
Warrant and any provision herein may only be amended by an instrument signed by
the Company and the holder.

     

    1.16    Severability and Savings
Clause.  If any one or more of the provisions contained in this
Warrant is for any reason (a) objected to, contested or challenged by any court,
government authority, agency, department, commission or instrumentality of the
United States or any state or political subdivision thereof, or any securities
industry self-regulatory organization (collectively, “Governmental Authority”),
or (b) held to be invalid, illegal or unenforceable in any respect, the Company
and the holder agree to negotiate in good faith to modify such objected to,
contested, challenged, invalid, illegal or unenforceable
provision.  It is the intention of Company and the holder that there
shall be substituted for such objected to, contested, challenged, invalid,
illegal or unenforceable provision a provision as similar to such provision as
may be possible and yet be acceptable to any objecting Governmental Authority
and be valid, legal and enforceable. Further, should any provisions of this
Warrant ever be reformed or rewritten by a judicial body, those provisions as
rewritten will be binding, but only in that jurisdiction, on the holder and the
Company as if contained in the original Agreement. The invalidity, illegality or
unenforceability of any one or more provisions of this Warrant will not affect
the validity and enforceability of any other provisions of this
Warrant.

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    Dated
this __ day of ________________ 2008.

    


    
       

      
        
          	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Ronald
      Gillum	 
	 	 	Name:
      Ronald Gillum	 
	 	 	Title:
      President	 
	 	 	 	 


        

      

       

    

     

    
      	AGREED
      AND ACCEPTED:	 	 
	 	 	 
	/s/ Matt
    Gohd	 	 
	Matt Gohd	 	 


    

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


     ATTACHMENT
1

     

    FORM OF STOCK EQUIVALENT UNIT
PARTICIPATION AGREEMENT

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    GABRIEL
TECHNOLOGIES CORPORATION

    STOCK
EQUIVALENT UNIT

    PARTICIPATION
AGREEMENT

    


    STOCK EQUIVALENT UNIT PARTICIPATION
AGREEMENT (this “Agreement”) entered
into this ___ day of _______________, 2008 (the “Effective Date”),
between GABRIEL TECHNOLOGIES
CORPORATION, a Delaware corporation (the “Corporation”), and
________________________
(the “Holder”).

     

    WHEREAS, the Holder has
submitted an Exercise Form and tendered the applicable Purchase Price to
purchase _______________ stock equivalent Units (defined below) as provided in
that certain Warrant Certificate issued to Holder dated _________________, 2008
(the “Warrant”);

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.    Definitions.  The
following words have the following meanings for purposes of this
Agreement.

     

    (a)    “Change of Control”
means the earliest date upon which one of the following events
occurs:

     

    (i)    Acquisition
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2)  of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)
(a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (A) the Shares (as defined below) or (B)
the combined voting power of the then-outstanding voting securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation; provided, however, that for purposes of this Subsection (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee  benefit plan (or
related trust) sponsored or maintained by the Corporation or any affiliated
company, or (D) any acquisition by any corporation pursuant to a transaction
that complies with clauses (A), (B), or (C) of Subsection (ii)
below);

     

    (ii)    Consummation
of a reorganization, merger, consolidation or sale or other disposition of all
or a significant part of the assets (other than in the ordinary course of
business) of the Corporation or of any of the Corporation’s wholly or partly
owned subsidiary companies, including without limitation Trace Technologies,
LLC, a Nebraska limited liability company (a “Business
Combination”), in each case, unless, following
such Business Combination, (A) all or substantially all of the individuals and
entities that were the beneficial holders of the Shares (as defined below)
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such Business Combination, owns the Corporation
or all or substantially all of the Corporation‘s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership of the Shares immediately prior to such Business Combination, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Corporation’s Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    (iii)    Approval by
the stockholders of the Corporation of a complete liquidation or dissolution of
the Corporation.

     

    (b)    “Dividend Distribution
Date” means the date on which the Corporation pays a cash dividend to the
holder of a Share.

     

    (c)    “Settlement Date”
means the date upon which the Stockholders of the Corporation receive proceeds
resulting from a Change of Control.

     

    (d)    “Share” means one
share and “Shares” means more
than one share of the Corporation’s issued and outstanding common stock, $0.001
par value, as the same is constituted from time to time.

     

    (e)    “Stockholder” means a
holder of Shares.

     

    (f)    “Unit” means a
contractual right of the Holder to receive a certain amount or value of property
from the Corporation equal to a certain amount or value of property received by
a Stockholder with respect to a Share, in accordance with the terms and
conditions of this Agreement.

     

    2.    Acknowledgement of Receipt
of Units and Cancellation of Obligation.

     

    (a)    The Holder
hereby acknowledges receipt of ________ Units from the Corporation upon exercise
of the Warrant and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  Holder further acknowledges and agrees
that such Units were received in exchange for the Purchase Price, as described
in the Warrant.

     

    (b)    The
Corporation hereby acknowledges the issuance of ________Units to the Holder upon exercise of the
Warrant and agrees that such Units shall be subject to the terms and conditions
of this Agreement.  The Corporation further
acknowledges and agrees that such Units were issued in exchange for the Purchase
Price, as described in the Warrant.

     

    3.    Rights of
Holders of Units.  In accordance with the terms of this
Agreement, on the Settlement Date and each Dividend Distribution Date, if any,
the Holder of a Unit, with respect to each Unit held, shall be entitled to
receive an amount equal to the value of the amount paid or distributed to each
Stockholder with respect to each Share, in the form of cash or, at the election
of the Corporation, other property with a value equal to the property otherwise
distributable or payable under the terms of this Agreement.  Any such
amount or distribution to which a Holder becomes entitled shall be paid or made
by the Corporation to such Holder within five (5) Business Days (as defined
below) of such Settlement Date or Dividend Distribution Date.  By way
of illustration of the amounts or distributions to which a Holder may become
entitled, if on the Settlement Date, a Stockholder of the Corporation receives
$1.00 for each Share held by such Stockholder, then Holder will receive a cash
payment equal to $1.00 times the number of Units held by
Holder.  Similarly, if on the Settlement Date, each Stockholder of the
Corporation receives 5 shares of common stock of the acquiring company, with a
value of $2.00, for each Share held by such Stockholder, then Holder will
receive, at the Corporation’s election, either (a) a cash payment equal to $2.00
times the number of Units held by Holder, or (b) 5 shares of common stock of the
acquiring company for each Unit held by Holder.  Likewise, if on the
Dividend Distribution Date, each Stockholder of the Corporation receives a
Dividend Distribution Payment of $0.25 per Share in cash, then Holder will
receive a cash payment equal to $0.25 times the number of Units held by the
Holder.  The Corporation shall have the right to deduct, from any
payment or distribution hereunder, any taxes required by law to be withheld from
the Holder with respect to such payment or distribution and, in furtherance
thereof, Holder shall provide any documentation or completed form as may be
requested by Corporation related to or in connection with the determination of
any such withholding.  For the avoidance of doubt, amounts will only
be payable or distributable under this Agreement upon the occurrence of an event
specifically described herein and, further, no amount shall be payable or
distributable to a Holder upon the mere change in value of a Share in the
absence of such occurrence.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    4.    No Rights
as a Stockholder.  The Holder, in
its capacity as a Holder of Units, shall have no rights as a Stockholder of the
Corporation.  No Shares or other equity interest in the Corporation
shall be issued pursuant to this Agreement.

     

    5.    Adjustments to Units; No
Limitation on Corporation Action.

     

    (a)    In the event
of a change in the number of Shares by reason of the Corporation implementing
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate
change, so long as such change does not result in a Change of Control, the
Corporation shall adjust the number of Units issued to Holder in the Holder’s
Account (as defined in Section 7) as is necessary and appropriate and, further,
any such adjustment made shall be conclusive and binding on the parties
hereto.

     

    (b)    Notwithstanding the
foregoing, the issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Units covered by this Agreement.

     

    (c)    For the
avoidance of doubt and without limiting the generality of the foregoing, the
existence of the Units shall not affect in any manner the right or power of the
Corporation to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s capital
structure or its business; (ii) any merger or consolidation of the Corporation;
(iii) the dissolution or liquidation of the Corporation; (iv) any sale, transfer
or assignment of all or any part of the assets or business of the Corporation;
or (v) any other corporate act or proceeding, whether of a similar character or
otherwise.

     

    6.    Representations
and Warranties of Holders of Units.  As of the
Effective Date and the date of exercise of the Warrant, the Holder represents
and warrants that:

     

    (a)    The Holder
has had access to all information regarding the Corporation and its present and
prospective business, assets, liabilities and financial condition that the
Holder reasonably considers important in connection with the Units, this
Agreement, and the Warrant, and the Holder has had ample opportunity to ask
questions of the Corporation’s representatives (and any such questions have been
answered to Holder’s satisfaction) concerning such matters.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    (b)    The Holder is
fully aware of: (i) the highly speculative nature of the future potential
financial returns on or from the Units, (ii) the financial risks and hazards
involved in the future potential financial returns on or from the Units, and
(iii) the tax consequences of executing and participating in this Agreement and
exercising the Warrant.

     

    (c)    The
Corporation has made no representations or warranties to the Holder with respect
to the tax consequences (including, without limitation, the federal, state and
local income tax consequences) related to or that could arise from executing and
participating in this Agreement and exercise of the Warrant, and the Holder is
in no manner relying on the Corporation or its representatives for an assessment
of such tax consequences.

     

    (d)    The Holder
has been advised that Holder should consult with his own attorney, accountant,
and/or tax advisor regarding the decision to enter into and participate in this
Agreement and exercise of the Warrant and the tax, financial, and/or other
consequences thereof, and, further, the Corporation has no responsibility to
take or refrain from taking any action or actions in order to achieve a certain
tax or financial result for the Holder.

     

    7.    Stock
Equivalent Unit Account.  Each Unit shall
be evidenced by an entry on the books of the Corporation (an “Account”).  Each
Account shall be the record of Units issued to Holder pursuant to the Warrant
and this Agreement and shall be solely for accounting
purposes.  Amounts payable or distributable hereunder shall be paid or
distributed exclusively from the general assets of the Corporation, and no
Holder entitled to payment or distribution hereunder shall have any claim,
right, security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Corporation from which a payment or
distribution may be made.  The rights of a Holder of a Unit hereunder
shall be solely those of an unsecured creditor of the
Corporation.  The Corporation’s liability for payments or
distributions hereunder, if any, shall be evidenced only by this
Agreement.

     

    8.    Restriction
on Transfer.  The Units may not
be assigned or transferred except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended.  If the Holder dies,
the Units shall transfer to a person who acquired the right to the Units by
bequest or inheritance. The Units shall not be subject to execution, attachment
or similar process.  Any attempted assignment or transfer of the Units
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Units, shall be null and void and without
effect.

     

    9.    Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the
Holder, to the address set forth on the signature page hereto; and

    if to the
Corporation, to:

     

    Gabriel
Technologies Corporation

    Attention:
Ronald Gillum

    4538 S.
140th
Street

    Omaha,
NE  68137

    


    or to
such other address as the party to whom notice is to be given may have furnished
to each other party in writing in accordance herewith.  Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail.  As used herein, “Business Day” means a
day that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    10.    No
Waiver.  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 like or different
nature.

     

    11.    Holder
Undertaking / Indemnification.  The Holder hereby
agrees to take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Holder pursuant to the express
provisions of this Agreement.  Holder agrees to hold the Corporation,
its subsidiary companies, officers, directors, employees and agents and their
respective heirs, representatives, successors, and assigns harmless and to
indemnify them against all liabilities, costs, and expenses (including
reasonable attorneys’ fees) incurred by them as a result of any
misrepresentation made by Holder herein or any other breach or violation by
Holder of this Agreement or theWarrant.

     

    12.    Governing
Law.  This Agreement
shall be governed by and construed, enforced and interpreted in accordance with
the laws of the State of Nebraska (without regard to principles of conflicts of
laws).  The Parties consent to the sole and exclusive jurisdiction of
the state courts and U.S. federal courts having jurisdiction in Douglas County,
Nebraska for any dispute arising out of this Agreement.

     

    13.    Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    14.    Entire
Agreement.  This Agreement,
with the Warrant, constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior written or oral
negotiations, commitments, representations and agreements with respect
thereto.

     

    [remainder
of page intentionally left blank -- signature page follows]

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

     

     

    
      	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


    

    


    
      	 	HOLDER:	 
	 	 	 	 
	
               

            	
               

            	 	 
	 	 	Name:	 
	 	 	Address:	 
	 	 	 	 


    

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

    
EXHIBIT
E

     

    FORM
OF BERGMAN WARRANT

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold, exchanged or
transferred in any manner in the absence of such registration or an opinion of
counsel reasonably acceptable to the Company that no such registration is
required.

     

    WARRANT
CERTIFICATE

    FOR
THE PURCHASE OF STOCK EQUIVALENT UNITS OF

    GABRIEL
TECHNOLOGIES CORPORATION

    INCORPORATED
UNDER THE LAWS OF

    THE
STATE OF DELAWARE

    


    1.1    Basic
Terms.   This certifies that, in connection with that
certain Obligation Exchange Agreement and Release dated June 5th, 2008 by and
among Gabriel Technologies Corporation, a Delaware corporation (the “Company”),
Pali Capital, Inc., Matt Gohd, Hilary Bergman, and GJ Capital, the registered
owner set forth below, or its registered assigns (“Registered Owner”) is
entitled, subject to the terms and conditions of this Warrant (this “Warrant”),
until the Expiration Date set forth below, to purchase 64,063 stock equivalent
units (“Units”), of the Company, from the Company at the Purchase Price shown
below, on delivery of this Warrant to the Company with an exercise form, as
provided by the Company (an “Exercise Form”), duly executed and payment of the
Purchase Price (in cash or by certified or bank cashier’s check payable to the
order of the Company) for each Warrant Unit purchased.  The term
“Warrant Units,” as used herein, refers to the Units purchasable
hereunder.

    


    
      	
              Registered
      Owner:

            	
              Hilary
      Bergman

            
	 	 
	Purchase
      Price:	Forty
      Cents ($0.40) a Unit


    

     

    
      	
              Expiration
      Date:

            	
              3:00pm
      Central Time December 30, 2009, unless terminated sooner under this
      Warrant.

            


    

     

    1.2    Company’s Covenants as to
Units.   Upon exercise of this Warrant, both the Company
and the Registered Owner purchasing Units pursuant to the terms of this Warrant
shall enter into a Stock Equivalent Unit Participation Agreement in the form of
Attachment 1
hereto (the “Participation Agreement”). The Units shall not be certificated,
will be governed by the Participation Agreement, and will be represented solely
by an account to be maintained by the Company as set forth in the Participation
Agreement.

     

    1.3    Method of Exercise; Fractional
Units.   Subject to the provisions of this Warrant, this
Warrant may be exercised, in whole or in part, at the option of the Registered
Owner by (a) surrender of this Warrant to the Company together with a duly
executed Exercise Form, and (b) payment of the Purchase
Price.   No fractional Units are to be issued upon the exercise
of this Warrant.  In lieu of issuing a fraction of a Unit remaining
after exercise of this Warrant as to all full Units covered hereby, the Company
shall either (a) pay therefor cash equal to the same fraction of the then
current Purchase Price per Unit or, at its option, (b) issue scrip for the
fraction, in registered or bearer form approved by the Board of Directors of the
Company, which shall entitle the holder to receive a full Unit on surrender of
scrip aggregating a full Unit.  Scrip may become void after a
reasonable period (but not less than six months after the expiration date of
this Warrant) determined by the Board of Directors and specified in the
scrip.  In case of the exercise of this Warrant for less than all the
Units available for purchase, the Company shall cancel the Warrant and execute
and deliver a new Warrant of like tenor and date for the balance of the Units
purchasable.

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

     

    1.4    Adjustment of Units Available for
Purchase.   The number of Units available for purchase
hereunder and the Purchase Price per Unit are subject to adjustment from time to
time by the Company as specified in this Warrant.

     

    1.5    Limited Rights of
Owner.   This Warrant does not entitle the Registered
Owner to any voting rights or other rights as a stockholder or Unit holder of
the Company, or to any other rights whatsoever except the rights herein
expressed.  No dividends are payable or will accrue on this Warrant or
the Warrant Units available for purchase hereunder until and except to the
extent that this Warrant is exercised.

     

    1.6    Exchange for Other
Denominations.   This Warrant is exchangeable, on its
surrender by the Registered Owner to the Company, for new Warrants of like tenor
and date representing in the aggregate the right to purchase the number of Units
available for purchase hereunder in denominations designated by the Registered
Owner at the time of surrender.

     

    1.7    Transfer.   Except
as otherwise above provided, this Warrant is transferable only on the books of
the Company by the Registered Owner or by its attorney, on surrender of this
Warrant, properly endorsed, provided, however, that any transfer or assignment
shall be subject to the conditions set forth in Section 1.13.

     

    1.8    Recognition of Registered
Owner.   Prior to due presentment for registration of
transfer of this Warrant, the Company may treat the Registered Owner as the
person exclusively entitled to receive notices and otherwise to exercise rights
hereunder.

     

    1.9    Adjustment to Units. In the
event of a change in the number of outstanding shares of the Company’s common
stock, $0.001 par value (“Common Stock”) by reason of implementation of any
stock dividend or split, recapitalization or other similar corporate change, the
Company shall proportionately adjust the Purchase Price and number of Units
available for purchase under this Warrant as is necessary and appropriate (the
price to the nearest cent) and, further, any such adjustment made shall be
conclusive and binding on the Registered Owner. Irrespective of any adjustment
or change in the Purchase Price or the number of Units purchasable under this or
any other Warrant of like tenor, the Warrants theretofore and thereafter issued
may continue to express the Purchase Price per Unit and the number of Units
available for purchase as the Purchase Price per Unit and the number of Units
available for purchase were expressed in the Warrants when initially
issued.

     

    1.10    Notice of
Adjustment.   On the happening of an event requiring an
adjustment of the Purchase Price or the Units available for purchase hereunder,
the Company shall forthwith give written notice to the Registered Owner stating
the adjusted Purchase Price and the adjusted number and kind of securities or
other property available for purchase hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

     

    1.11    Notice and Effect of Certain
Transactions.   In case a voluntary or involuntary
dissolution, liquidation, or winding up of the Company, or a merger,
consolidation, sale of all or substantially all of the assets of the Company, or
similar transaction is at any time proposed, the Company shall give at least a
30 day written notice to the Registered Owner.  Such notice shall
contain:  (a) the date on which the transaction is to take place; (b)
the record date (which shall be at least 30 days after the giving of the notice)
as of which holders of Units will be entitled to receive distributions as a
result of the transaction; (c) a brief description of the transaction; (d) a
brief description of the distributions to be made to holders of Units as a
result of the transaction; and (e) an estimate of the fair value of the
distributions.  On the date of the transaction, if it actually occurs,
this Warrant and all rights hereunder shall terminate.

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    1.12    Method of Giving Notice; Extent
Required.   Notices shall be given by first class mail,
postage prepaid, addressed to the Registered Owner at the address of the Owner
appearing in the records of the Company.  No notice to the Registered
Owner is required except as specified herein.

     

    1.13    Restriction on
Transfer.  The Warrant may not be assigned or transferred
except by will, by the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined in the Internal Revenue Code of
1986, as amended.  If the Registered Owner dies, the Warrant shall
transfer to a person who acquired the right to the Warrant by bequest or
inheritance. The Warrant shall not be subject to execution, attachment or
similar process.  Any attempted assignment or transfer of the Warrant
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Warrant, shall be null and void and without
effect.

     

    1.17    Cashless
Exercise.  Notwithstanding anything to the contrary herein, the
Warrants shall be eligible for “cashless exercise.” The Registered Owner may
elect, in lieu of payment of the Purchase Price in cash, to convert this
Warrant, in whole or in part, into a number of Warrant Units determined by
dividing (i) (A) the aggregate Market Value of an equal number of shares of the
Company’s Common Stock as the number of Units issuable upon exercise of this
Warrant, minus (B) the aggregate Purchase Price of such Warrant Units, by (ii)
the Market Value of one share of the Company’s Common Stock.  “Market
Value” as of any date, means (x) the average of the last reported sale prices on
the principal trading market for the Company’s Common Stock for the five trading
days immediately preceding the date of any such determination, or (y) if market
value cannot be calculated as of such date on the foregoing basis, Market Value
shall be the fair market value as reasonably determined in good faith by the
Board of Directors of the Company.  For example, if a cashless
exercise were permitted, the Market Value on the date of exercise was $3.00 per
share, and the Warrant was being exercised for 250,000 on such date, the
Registered Owner could elect to exercise this Warrant for 216,666 Units on a
cashless basis [((250,000 x $3.00) – (250,000 x $0.40)), divided by $3.00 =
216,666 Units].  The manner of determining the Market Value of the
Common Stock set forth in the foregoing definition shall apply with respect to
any other security in respect of which a determination as to market value must
be made hereunder.

     

    1.18    Governing Law.  THIS
WARRANT SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE BODY OF LAW
CONTROLLING CONFLICTS OF LAW.

     

    1.19    Amendments.  This
Warrant and any provision herein may only be amended by an instrument signed by
the Company and the holder.

     

    1.20    Severability and Savings
Clause.  If any one or more of the provisions contained in this
Warrant is for any reason (a) objected to, contested or challenged by any court,
government authority, agency, department, commission or instrumentality of the
United States or any state or political subdivision thereof, or any securities
industry self-regulatory organization (collectively, “Governmental Authority”),
or (b) held to be invalid, illegal or unenforceable in any respect, the Company
and the holder agree to negotiate in good faith to modify such objected to,
contested, challenged, invalid, illegal or unenforceable
provision.  It is the intention of Company and the holder that there
shall be substituted for such objected to, contested, challenged, invalid,
illegal or unenforceable provision a provision as similar to such provision as
may be possible and yet be acceptable to any objecting Governmental Authority
and be valid, legal and enforceable. Further, should any provisions of this
Warrant ever be reformed or rewritten by a judicial body, those provisions as
rewritten will be binding, but only in that jurisdiction, on the holder and the
Company as if contained in the original Agreement. The invalidity, illegality or
unenforceability of any one or more provisions of this Warrant will not affect
the validity and enforceability of any other provisions of this
Warrant.

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    Dated
this __ day of ________________ 2008.

    


    
      
         

        
          
            	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Ronald
      Gillum	 
	 	 	Name:
      Ronald Gillum	 
	 	 	Title:
      President	 
	 	 	 	 


          

        

         

      

       

      
        	AGREED
      AND ACCEPTED:	 	 
	 	 	 
	/s/ Matt
    Gohd	 	 
	Matt Gohd	 	 


      

       

      
        
           

        

        
          43

          
            

          

        

        
           

        

      

       

    

     ATTACHMENT
1

     

    FORM OF STOCK EQUIVALENT UNIT
PARTICIPATION AGREEMENT

     

    
      
         

      

      
        44

        
          

        

      

      
         

      

    

     

    GABRIEL
TECHNOLOGIES CORPORATION

    STOCK
EQUIVALENT UNIT

    PARTICIPATION
AGREEMENT

    


    STOCK EQUIVALENT UNIT PARTICIPATION
AGREEMENT (this “Agreement”) entered
into this ___ day of _______________, 2008 (the “Effective Date”),
between GABRIEL TECHNOLOGIES
CORPORATION, a Delaware corporation (the “Corporation”), and
________________________
(the “Holder”).

     

    WHEREAS, the Holder has
submitted an Exercise Form and tendered the applicable Purchase Price to
purchase _______________ stock equivalent Units (defined below) as provided in
that certain Warrant Certificate issued to Holder dated _________________, 2008
(the “Warrant”);

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.    Definitions.  The
following words have the following meanings for purposes of this
Agreement.

     

    (g)    “Change of Control”
means the earliest date upon which one of the following events
occurs:

     

    (i)    Acquisition
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2)  of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)
(a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (A) the Shares (as defined below) or (B)
the combined voting power of the then-outstanding voting securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation; provided, however, that for purposes of this Subsection (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee  benefit plan (or
related trust) sponsored or maintained by the Corporation or any affiliated
company, or (D) any acquisition by any corporation pursuant to a transaction
that complies with clauses (A), (B), or (C) of Subsection (ii)
below);

     

    (ii)    Consummation
of a reorganization, merger, consolidation or sale or other disposition of all
or a significant part of the assets (other than in the ordinary course of
business) of the Corporation or of any of the Corporation’s wholly or partly
owned subsidiary companies, including without limitation Trace Technologies,
LLC, a Nebraska limited liability company (a “Business
Combination”), in each case, unless, following
such Business Combination, (A) all or substantially all of the individuals and
entities that were the beneficial holders of the Shares (as defined below)
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such Business Combination, owns the Corporation
or all or substantially all of the Corporation‘s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership of the Shares immediately prior to such Business Combination, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Corporation’s Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or

     

    
      
         

      

      
        45

        
          

        

      

      
         

      

    

     

    (iii)    Approval by
the stockholders of the Corporation of a complete liquidation or dissolution of
the Corporation.

    


    (h)    “Dividend Distribution
Date” means the date on which the Corporation pays a cash dividend to the
holder of a Share.

     

    (i)    “Settlement Date”
means the date upon which the Stockholders of the Corporation receive proceeds
resulting from a Change of Control.

     

    (j)    “Share” means one
share and “Shares” means more
than one share of the Corporation’s issued and outstanding common stock, $0.001
par value, as the same is constituted from time to time.

     

    (k)    “Stockholder” means a
holder of Shares.

     

    (l)    “Unit” means a
contractual right of the Holder to receive a certain amount or value of property
from the Corporation equal to a certain amount or value of property received by
a Stockholder with respect to a Share, in accordance with the terms and
conditions of this Agreement.

     

    2.    Acknowledgement of Receipt
of Units and Cancellation of Obligation.

     

    (a)    The Holder
hereby acknowledges receipt of ________ Units from the Corporation upon exercise
of the Warrant and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  Holder further acknowledges and agrees
that such Units were received in exchange for the Purchase Price, as described
in the Warrant.

     

    (b)    The
Corporation hereby acknowledges the issuance of ________Units to the Holder upon exercise of the
Warrant and agrees that such Units shall be subject to the terms and conditions
of this Agreement.  The Corporation further
acknowledges and agrees that such Units were issued in exchange for the Purchase
Price, as described in the Warrant.

     

    3.    Rights of
Holders of Units.  In accordance with the terms of this
Agreement, on the Settlement Date and each Dividend Distribution Date, if any,
the Holder of a Unit, with respect to each Unit held, shall be entitled to
receive an amount equal to the value of the amount paid or distributed to each
Stockholder with respect to each Share, in the form of cash or, at the election
of the Corporation, other property with a value equal to the property otherwise
distributable or payable under the terms of this Agreement.  Any such
amount or distribution to which a Holder becomes entitled shall be paid or made
by the Corporation to such Holder within five (5) Business Days (as defined
below) of such Settlement Date or Dividend Distribution Date.  By way
of illustration of the amounts or distributions to which a Holder may become
entitled, if on the Settlement Date, a Stockholder of the Corporation receives
$1.00 for each Share held by such Stockholder, then Holder will receive a cash
payment equal to $1.00 times the number of Units held by
Holder.  Similarly, if on the Settlement Date, each Stockholder of the
Corporation receives 5 shares of common stock of the acquiring company, with a
value of $2.00, for each Share held by such Stockholder, then Holder will
receive, at the Corporation’s election, either (a) a cash payment equal to $2.00
times the number of Units held by Holder, or (b) 5 shares of common stock of the
acquiring company for each Unit held by Holder.  Likewise, if on the
Dividend Distribution Date, each Stockholder of the Corporation receives a
Dividend Distribution Payment of $0.25 per Share in cash, then Holder will
receive a cash payment equal to $0.25 times the number of Units held by the
Holder.  The Corporation shall have the right to deduct, from any
payment or distribution hereunder, any taxes required by law to be withheld from
the Holder with respect to such payment or distribution and, in furtherance
thereof, Holder shall provide any documentation or completed form as may be
requested by Corporation related to or in connection with the determination of
any such withholding.  For the avoidance of doubt, amounts will only
be payable or distributable under this Agreement upon the occurrence of an event
specifically described herein and, further, no amount shall be payable or
distributable to a Holder upon the mere change in value of a Share in the
absence of such occurrence.

     

    
      
         

      

      
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    4.    No Rights
as a Stockholder.  The Holder, in
its capacity as a Holder of Units, shall have no rights as a Stockholder of the
Corporation.  No Shares or other equity interest in the Corporation
shall be issued pursuant to this Agreement.

     

    5.    Adjustments to Units; No
Limitation on Corporation Action.

     

    (a)    In the event
of a change in the number of Shares by reason of the Corporation implementing
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate
change, so long as such change does not result in a Change of Control, the
Corporation shall adjust the number of Units issued to Holder in the Holder’s
Account (as defined in Section 7) as is necessary and appropriate and, further,
any such adjustment made shall be conclusive and binding on the parties
hereto.

     

    (b)    Notwithstanding the
foregoing, the issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Units covered by this Agreement.

     

    (c)    For the
avoidance of doubt and without limiting the generality of the foregoing, the
existence of the Units shall not affect in any manner the right or power of the
Corporation to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s capital
structure or its business; (ii) any merger or consolidation of the Corporation;
(iii) the dissolution or liquidation of the Corporation; (iv) any sale, transfer
or assignment of all or any part of the assets or business of the Corporation;
or (v) any other corporate act or proceeding, whether of a similar character or
otherwise.

     

    6.    Representations
and Warranties of Holders of Units.  As of the
Effective Date and the date of exercise of the Warrant, the Holder represents
and warrants that:

     

    (a)    The Holder
has had access to all information regarding the Corporation and its present and
prospective business, assets, liabilities and financial condition that the
Holder reasonably considers important in connection with the Units, this
Agreement, and the Warrant, and the Holder has had ample opportunity to ask
questions of the Corporation’s representatives (and any such questions have been
answered to Holder’s satisfaction) concerning such matters.

     

    
      
         

      

      
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    (b)    The Holder is
fully aware of: (i) the highly speculative nature of the future potential
financial returns on or from the Units, (ii) the financial risks and hazards
involved in the future potential financial returns on or from the Units, and
(iii) the tax consequences of executing and participating in this Agreement and
exercising the Warrant.

     

    (c)    The
Corporation has made no representations or warranties to the Holder with respect
to the tax consequences (including, without limitation, the federal, state and
local income tax consequences) related to or that could arise from executing and
participating in this Agreement and exercise of the Warrant, and the Holder is
in no manner relying on the Corporation or its representatives for an assessment
of such tax consequences.

     

    (d)    The Holder
has been advised that Holder should consult with his own attorney, accountant,
and/or tax advisor regarding the decision to enter into and participate in this
Agreement and exercise of the Warrant and the tax, financial, and/or other
consequences thereof, and, further, the Corporation has no responsibility to
take or refrain from taking any action or actions in order to achieve a certain
tax or financial result for the Holder.

     

    7.    Stock
Equivalent Unit Account.  Each Unit shall
be evidenced by an entry on the books of the Corporation (an “Account”).  Each
Account shall be the record of Units issued to Holder pursuant to the Warrant
and this Agreement and shall be solely for accounting
purposes.  Amounts payable or distributable hereunder shall be paid or
distributed exclusively from the general assets of the Corporation, and no
Holder entitled to payment or distribution hereunder shall have any claim,
right, security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Corporation from which a payment or
distribution may be made.  The rights of a Holder of a Unit hereunder
shall be solely those of an unsecured creditor of the
Corporation.  The Corporation’s liability for payments or
distributions hereunder, if any, shall be evidenced only by this
Agreement.

     

    8.    Restriction
on Transfer.  The Units may not
be assigned or transferred except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended.  If the Holder dies,
the Units shall transfer to a person who acquired the right to the Units by
bequest or inheritance. The Units shall not be subject to execution, attachment
or similar process.  Any attempted assignment or transfer of the Units
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Units, shall be null and void and without
effect.

     

    9.    Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the
Holder, to the address set forth on the signature page hereto; and

    if to the
Corporation, to:

     

    Gabriel
Technologies Corporation

    Attention:
Ronald Gillum

    4538 S.
140th
Street

    Omaha,
NE  68137

    


    or to
such other address as the party to whom notice is to be given may have furnished
to each other party in writing in accordance herewith.  Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail.  As used herein, “Business Day” means a
day that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

     

    
      
         

      

      
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    10.    No
Waiver.  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 like or different
nature.

     

    11.    Holder
Undertaking / Indemnification.  The Holder hereby
agrees to take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Holder pursuant to the express
provisions of this Agreement.  Holder agrees to hold the Corporation,
its subsidiary companies, officers, directors, employees and agents and their
respective heirs, representatives, successors, and assigns harmless and to
indemnify them against all liabilities, costs, and expenses (including
reasonable attorneys’ fees) incurred by them as a result of any
misrepresentation made by Holder herein or any other breach or violation by
Holder of this Agreement or theWarrant.

     

    12.    Governing
Law.  This Agreement
shall be governed by and construed, enforced and interpreted in accordance with
the laws of the State of Nebraska (without regard to principles of conflicts of
laws).  The Parties consent to the sole and exclusive jurisdiction of
the state courts and U.S. federal courts having jurisdiction in Douglas County,
Nebraska for any dispute arising out of this Agreement.

     

    13.    Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    14.    Entire
Agreement.  This Agreement,
with the Warrant, constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior written or oral
negotiations, commitments, representations and agreements with respect
thereto.

     

    [remainder
of page intentionally left blank -- signature page follows]


    
      
         

      

      
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b

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

     

    
       

      
        	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


      

      


      
        	 	HOLDER:	 
	 	 	 	 
	
                 

              	
                 

              	 	 
	 	 	Name:	 
	 	 	Address:	 
	 	 	 	 


      

    

    
 

    
      
         

      

      
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    EXHIBIT
F

     

    FORM
OF GJC
WARRANT

     

    
      
         

      

      
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    The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold, exchanged or
transferred in any manner in the absence of such registration or an opinion of
counsel reasonably acceptable to the Company that no such registration is
required.

     

    WARRANT
CERTIFICATE

    FOR
THE PURCHASE OF STOCK EQUIVALENT UNITS OF

    GABRIEL
TECHNOLOGIES CORPORATION

    INCORPORATED
UNDER THE LAWS OF

    THE
STATE OF DELAWARE

    


    1.1    Basic
Terms.   This certifies that, in connection with that
certain Obligation Exchange Agreement and Release dated June 10th, 2008 by and
among Gabriel Technologies Corporation, a Delaware corporation (the “Company”),
Pali Capital, Inc., Matt Gohd, Hilary Bergman, and GJ Capital, the registered
owner set forth below, or its registered assigns (“Registered Owner”) is
entitled, subject to the terms and conditions of this Warrant (this “Warrant”),
until the Expiration Date set forth below, to purchase 89,687 stock equivalent
units (“Units”), of the Company, from the Company at the Purchase Price shown
below, on delivery of this Warrant to the Company with an exercise form, as
provided by the Company (an “Exercise Form”), duly executed and payment of the
Purchase Price (in cash or by certified or bank cashier’s check payable to the
order of the Company) for each Warrant Unit purchased.  The term
“Warrant Units,” as used herein, refers to the Units purchasable
hereunder.

    


    
      	
              Registered
      Owner:

            	
              GJ
      Capital

            
	 	 
	Purchase
      Price:	Forty
      Cents ($0.40) a Unit


    

     

    
      	
              Expiration
      Date:

            	
              3:00pm
      Central Time December 30, 2009, unless terminated sooner under this
      Warrant.

            


    

     

    1.2    Company’s Covenants as to
Units.   Upon exercise of this Warrant, both the Company
and the Registered Owner purchasing Units pursuant to the terms of this Warrant
shall enter into a Stock Equivalent Unit Participation Agreement in the form of
Attachment 1
hereto (the “Participation Agreement”). The Units shall not be certificated,
will be governed by the Participation Agreement, and will be represented solely
by an account to be maintained by the Company as set forth in the Participation
Agreement.

     

    1.3    Method of Exercise; Fractional
Units.   Subject to the provisions of this Warrant, this
Warrant may be exercised, in whole or in part, at the option of the Registered
Owner by (a) surrender of this Warrant to the Company together with a duly
executed Exercise Form, and (b) payment of the Purchase
Price.   No fractional Units are to be issued upon the exercise
of this Warrant.  In lieu of issuing a fraction of a Unit remaining
after exercise of this Warrant as to all full Units covered hereby, the Company
shall either (a) pay therefor cash equal to the same fraction of the then
current Purchase Price per Unit or, at its option, (b) issue scrip for the
fraction, in registered or bearer form approved by the Board of Directors of the
Company, which shall entitle the holder to receive a full Unit on surrender of
scrip aggregating a full Unit.  Scrip may become void after a
reasonable period (but not less than six months after the expiration date of
this Warrant) determined by the Board of Directors and specified in the
scrip.  In case of the exercise of this Warrant for less than all the
Units available for purchase, the Company shall cancel the Warrant and execute
and deliver a new Warrant of like tenor and date for the balance of the Units
purchasable.

     

    
      
         

      

      
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    1.4    Adjustment of Units Available for
Purchase.   The number of Units available for purchase
hereunder and the Purchase Price per Unit are subject to adjustment from time to
time by the Company as specified in this Warrant.

     

    1.5    Limited Rights of
Owner.   This Warrant does not entitle the Registered
Owner to any voting rights or other rights as a stockholder or Unit holder of
the Company, or to any other rights whatsoever except the rights herein
expressed.  No dividends are payable or will accrue on this Warrant or
the Warrant Units available for purchase hereunder until and except to the
extent that this Warrant is exercised.

     

    1.6    Exchange for Other
Denominations.   This Warrant is exchangeable, on its
surrender by the Registered Owner to the Company, for new Warrants of like tenor
and date representing in the aggregate the right to purchase the number of Units
available for purchase hereunder in denominations designated by the Registered
Owner at the time of surrender.

     

    1.7    Transfer.   Except
as otherwise above provided, this Warrant is transferable only on the books of
the Company by the Registered Owner or by its attorney, on surrender of this
Warrant, properly endorsed, provided, however, that any transfer or assignment
shall be subject to the conditions set forth in Section 1.13.

     

    1.8    Recognition of Registered
Owner.   Prior to due presentment for registration of
transfer of this Warrant, the Company may treat the Registered Owner as the
person exclusively entitled to receive notices and otherwise to exercise rights
hereunder.

     

    1.9    Adjustment to Units. In the
event of a change in the number of outstanding shares of the Company’s common
stock, $0.001 par value (“Common Stock”) by reason of implementation of any
stock dividend or split, recapitalization or other similar corporate change, the
Company shall proportionately adjust the Purchase Price and number of Units
available for purchase under this Warrant as is necessary and appropriate (the
price to the nearest cent) and, further, any such adjustment made shall be
conclusive and binding on the Registered Owner. Irrespective of any adjustment
or change in the Purchase Price or the number of Units purchasable under this or
any other Warrant of like tenor, the Warrants theretofore and thereafter issued
may continue to express the Purchase Price per Unit and the number of Units
available for purchase as the Purchase Price per Unit and the number of Units
available for purchase were expressed in the Warrants when initially
issued.

     

    1.10    Notice of
Adjustment.   On the happening of an event requiring an
adjustment of the Purchase Price or the Units available for purchase hereunder,
the Company shall forthwith give written notice to the Registered Owner stating
the adjusted Purchase Price and the adjusted number and kind of securities or
other property available for purchase hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

     

    1.11    Notice and Effect of Certain
Transactions.   In case a voluntary or involuntary
dissolution, liquidation, or winding up of the Company, or a merger,
consolidation, sale of all or substantially all of the assets of the Company, or
similar transaction is at any time proposed, the Company shall give at least a
30 day written notice to the Registered Owner.  Such notice shall
contain:  (a) the date on which the transaction is to take place; (b)
the record date (which shall be at least 30 days after the giving of the notice)
as of which holders of Units will be entitled to receive distributions as a
result of the transaction; (c) a brief description of the transaction; (d) a
brief description of the distributions to be made to holders of Units as a
result of the transaction; and (e) an estimate of the fair value of the
distributions.  On the date of the transaction, if it actually occurs,
this Warrant and all rights hereunder shall terminate.

     

    
      
         

      

      
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    1.12    Method of Giving Notice; Extent
Required.   Notices shall be given by first class mail,
postage prepaid, addressed to the Registered Owner at the address of the Owner
appearing in the records of the Company.  No notice to the Registered
Owner is required except as specified herein.

     

    1.13    Restriction on
Transfer.  The Warrant may not be assigned or transferred
except by will, by the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined in the Internal Revenue Code of
1986, as amended.  If the Registered Owner dies, the Warrant shall
transfer to a person who acquired the right to the Warrant by bequest or
inheritance. The Warrant shall not be subject to execution, attachment or
similar process.  Any attempted assignment or transfer of the Warrant
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Warrant, shall be null and void and without
effect.

     

    1.21    Cashless
Exercise.  Notwithstanding anything to the contrary herein, the
Warrants shall be eligible for “cashless exercise.” The Registered Owner may
elect, in lieu of payment of the Purchase Price in cash, to convert this
Warrant, in whole or in part, into a number of Warrant Units determined by
dividing (i) (A) the aggregate Market Value of an equal number of shares of the
Company’s Common Stock as the number of Units issuable upon exercise of this
Warrant, minus (B) the aggregate Purchase Price of such Warrant Units, by (ii)
the Market Value of one share of the Company’s Common Stock.  “Market
Value” as of any date, means (x) the average of the last reported sale prices on
the principal trading market for the Company’s Common Stock for the five trading
days immediately preceding the date of any such determination, or (y) if market
value cannot be calculated as of such date on the foregoing basis, Market Value
shall be the fair market value as reasonably determined in good faith by the
Board of Directors of the Company.  For example, if a cashless
exercise were permitted, the Market Value on the date of exercise was $3.00 per
share, and the Warrant was being exercised for 250,000 on such date, the
Registered Owner could elect to exercise this Warrant for 216,666 Units on a
cashless basis [((250,000 x $3.00) – (250,000 x $0.40)), divided by $3.00 =
216,666 Units].  The manner of determining the Market Value of the
Common Stock set forth in the foregoing definition shall apply with respect to
any other security in respect of which a determination as to market value must
be made hereunder.

     

    1.22    Governing Law.  THIS
WARRANT SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE BODY OF LAW
CONTROLLING CONFLICTS OF LAW.

     

    1.23    Amendments.  This
Warrant and any provision herein may only be amended by an instrument signed by
the Company and the holder.

     

    1.24    Severability and Savings
Clause.  If any one or more of the provisions contained in this
Warrant is for any reason (a) objected to, contested or challenged by any court,
government authority, agency, department, commission or instrumentality of the
United States or any state or political subdivision thereof, or any securities
industry self-regulatory organization (collectively, “Governmental Authority”),
or (b) held to be invalid, illegal or unenforceable in any respect, the Company
and the holder agree to negotiate in good faith to modify such objected to,
contested, challenged, invalid, illegal or unenforceable
provision.  It is the intention of Company and the holder that there
shall be substituted for such objected to, contested, challenged, invalid,
illegal or unenforceable provision a provision as similar to such provision as
may be possible and yet be acceptable to any objecting Governmental Authority
and be valid, legal and enforceable. Further, should any provisions of this
Warrant ever be reformed or rewritten by a judicial body, those provisions as
rewritten will be binding, but only in that jurisdiction, on the holder and the
Company as if contained in the original Agreement. The invalidity, illegality or
unenforceability of any one or more provisions of this Warrant will not affect
the validity and enforceability of any other provisions of this
Warrant.

     

    
      
         

      

      
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    Dated
this __ day of ________________ 2008.

    


    
       

      
        
          	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Ronald
      Gillum	 
	 	 	Name:
      Ronald Gillum	 
	 	 	Title:
      President	 
	 	 	 	 


        

      

       

    

     

    
      	AGREED
      AND ACCEPTED:	 	 
	 	 	 
	/s/ Matt
    Gohd	 	 
	Matt Gohd	 	 


    

     

    
      
         

      

      
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    ATTACHMENT
1

     

    FORM OF STOCK EQUIVALENT UNIT
PARTICIPATION AGREEMENT

     

    
      
         

      

      
        56

        
          

        

      

      
         

      

    

     

    GABRIEL
TECHNOLOGIES CORPORATION

    STOCK
EQUIVALENT UNIT

    PARTICIPATION
AGREEMENT

    


    STOCK EQUIVALENT UNIT PARTICIPATION
AGREEMENT (this “Agreement”) entered
into this ___ day of _______________, 2008 (the “Effective Date”),
between GABRIEL TECHNOLOGIES
CORPORATION, a Delaware corporation (the “Corporation”), and
________________________
(the “Holder”).

     

    WHEREAS, the Holder has
submitted an Exercise Form and tendered the applicable Purchase Price to
purchase _______________ stock equivalent Units (defined below) as provided in
that certain Warrant Certificate issued to Holder dated _________________, 2008
(the “Warrant”);

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.    Definitions.  The
following words have the following meanings for purposes of this
Agreement.

     

    (m)    “Change of Control”
means the earliest date upon which one of the following events
occurs:

     

    (i)    Acquisition
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2)  of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)
(a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (A) the Shares (as defined below) or (B)
the combined voting power of the then-outstanding voting securities of the
Corporation entitled to vote generally in the election of directors of the
Corporation; provided, however, that for purposes of this Subsection (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee  benefit plan (or
related trust) sponsored or maintained by the Corporation or any affiliated
company, or (D) any acquisition by any corporation pursuant to a transaction
that complies with clauses (A), (B), or (C) of Subsection (ii)
below);

     

    (ii)    Consummation
of a reorganization, merger, consolidation or sale or other disposition of all
or a significant part of the assets (other than in the ordinary course of
business) of the Corporation or of any of the Corporation’s wholly or partly
owned subsidiary companies, including without limitation Trace Technologies,
LLC, a Nebraska limited liability company (a “Business
Combination”), in each case, unless, following
such Business Combination, (A) all or substantially all of the individuals and
entities that were the beneficial holders of the Shares (as defined below)
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such Business Combination, owns the Corporation
or all or substantially all of the Corporation‘s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership of the Shares immediately prior to such Business Combination, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Corporation’s Board at the time of the execution
of the initial agreement or of the action of the Board providing for such
Business Combination; or

     

    
      
         

      

      
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    (iii)    Approval by
the stockholders of the Corporation of a complete liquidation or dissolution of
the Corporation.

     

    (n)    “Dividend Distribution
Date” means the date on which the Corporation pays a cash dividend to the
holder of a Share.

     

    (o)    “Settlement Date”
means the date upon which the Stockholders of the Corporation receive proceeds
resulting from a Change of Control.

     

    (p)    “Share” means one
share and “Shares” means more
than one share of the Corporation’s issued and outstanding common stock, $0.001
par value, as the same is constituted from time to time.

     

    (q)    “Stockholder” means a
holder of Shares.

     

    (r)    “Unit” means a
contractual right of the Holder to receive a certain amount or value of property
from the Corporation equal to a certain amount or value of property received by
a Stockholder with respect to a Share, in accordance with the terms and
conditions of this Agreement.

     

    2.    Acknowledgement of Receipt
of Units and Cancellation of Obligation.

     

    (a)    The Holder
hereby acknowledges receipt of ________ Units from the Corporation upon exercise
of the Warrant and agrees that such Units shall be subject to the terms and
conditions of this Agreement.  Holder further acknowledges and agrees
that such Units were received in exchange for the Purchase Price, as described
in the Warrant.

     

    (b)    The
Corporation hereby acknowledges the issuance of ________Units to the Holder upon exercise of the
Warrant and agrees that such Units shall be subject to the terms and conditions
of this Agreement.  The Corporation further
acknowledges and agrees that such Units were issued in exchange for the Purchase
Price, as described in the Warrant.

     

    3.    Rights of
Holders of Units.  In accordance with the terms of this
Agreement, on the Settlement Date and each Dividend Distribution Date, if any,
the Holder of a Unit, with respect to each Unit held, shall be entitled to
receive an amount equal to the value of the amount paid or distributed to each
Stockholder with respect to each Share, in the form of cash or, at the election
of the Corporation, other property with a value equal to the property otherwise
distributable or payable under the terms of this Agreement.  Any such
amount or distribution to which a Holder becomes entitled shall be paid or made
by the Corporation to such Holder within five (5) Business Days (as defined
below) of such Settlement Date or Dividend Distribution Date.  By way
of illustration of the amounts or distributions to which a Holder may become
entitled, if on the Settlement Date, a Stockholder of the Corporation receives
$1.00 for each Share held by such Stockholder, then Holder will receive a cash
payment equal to $1.00 times the number of Units held by
Holder.  Similarly, if on the Settlement Date, each Stockholder of the
Corporation receives 5 shares of common stock of the acquiring company, with a
value of $2.00, for each Share held by such Stockholder, then Holder will
receive, at the Corporation’s election, either (a) a cash payment equal to $2.00
times the number of Units held by Holder, or (b) 5 shares of common stock of the
acquiring company for each Unit held by Holder.  Likewise, if on the
Dividend Distribution Date, each Stockholder of the Corporation receives a
Dividend Distribution Payment of $0.25 per Share in cash, then Holder will
receive a cash payment equal to $0.25 times the number of Units held by the
Holder.  The Corporation shall have the right to deduct, from any
payment or distribution hereunder, any taxes required by law to be withheld from
the Holder with respect to such payment or distribution and, in furtherance
thereof, Holder shall provide any documentation or completed form as may be
requested by Corporation related to or in connection with the determination of
any such withholding.  For the avoidance of doubt, amounts will only
be payable or distributable under this Agreement upon the occurrence of an event
specifically described herein and, further, no amount shall be payable or
distributable to a Holder upon the mere change in value of a Share in the
absence of such occurrence.

     

    
      
         

      

      
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    4.    No Rights
as a Stockholder.  The Holder, in
its capacity as a Holder of Units, shall have no rights as a Stockholder of the
Corporation.  No Shares or other equity interest in the Corporation
shall be issued pursuant to this Agreement.

     

    5.    Adjustments to Units; No
Limitation on Corporation Action.

     

    (a)    In the event
of a change in the number of Shares by reason of the Corporation implementing
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate
change, so long as such change does not result in a Change of Control, the
Corporation shall adjust the number of Units issued to Holder in the Holder’s
Account (as defined in Section 7) as is necessary and appropriate and, further,
any such adjustment made shall be conclusive and binding on the parties
hereto.

     

    (b)    Notwithstanding the
foregoing, the issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Units covered by this Agreement.

     

    (c)    For the
avoidance of doubt and without limiting the generality of the foregoing, the
existence of the Units shall not affect in any manner the right or power of the
Corporation to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s capital
structure or its business; (ii) any merger or consolidation of the Corporation;
(iii) the dissolution or liquidation of the Corporation; (iv) any sale, transfer
or assignment of all or any part of the assets or business of the Corporation;
or (v) any other corporate act or proceeding, whether of a similar character or
otherwise.

     

    6.    Representations
and Warranties of Holders of Units.  As of the
Effective Date and the date of exercise of the Warrant, the Holder represents
and warrants that:

     

    (a)    The Holder
has had access to all information regarding the Corporation and its present and
prospective business, assets, liabilities and financial condition that the
Holder reasonably considers important in connection with the Units, this
Agreement, and the Warrant, and the Holder has had ample opportunity to ask
questions of the Corporation’s representatives (and any such questions have been
answered to Holder’s satisfaction) concerning such matters.

     

    
      
         

      

      
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    (b)    The Holder is
fully aware of: (i) the highly speculative nature of the future potential
financial returns on or from the Units, (ii) the financial risks and hazards
involved in the future potential financial returns on or from the Units, and
(iii) the tax consequences of executing and participating in this Agreement and
exercising the Warrant.

     

    (c)    The
Corporation has made no representations or warranties to the Holder with respect
to the tax consequences (including, without limitation, the federal, state and
local income tax consequences) related to or that could arise from executing and
participating in this Agreement and exercise of the Warrant, and the Holder is
in no manner relying on the Corporation or its representatives for an assessment
of such tax consequences.

     

    (d)    The Holder
has been advised that Holder should consult with his own attorney, accountant,
and/or tax advisor regarding the decision to enter into and participate in this
Agreement and exercise of the Warrant and the tax, financial, and/or other
consequences thereof, and, further, the Corporation has no responsibility to
take or refrain from taking any action or actions in order to achieve a certain
tax or financial result for the Holder.

     

    7.    Stock
Equivalent Unit Account.  Each Unit shall
be evidenced by an entry on the books of the Corporation (an “Account”).  Each
Account shall be the record of Units issued to Holder pursuant to the Warrant
and this Agreement and shall be solely for accounting
purposes.  Amounts payable or distributable hereunder shall be paid or
distributed exclusively from the general assets of the Corporation, and no
Holder entitled to payment or distribution hereunder shall have any claim,
right, security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Corporation from which a payment or
distribution may be made.  The rights of a Holder of a Unit hereunder
shall be solely those of an unsecured creditor of the
Corporation.  The Corporation’s liability for payments or
distributions hereunder, if any, shall be evidenced only by this
Agreement.

     

    8.    Restriction
on Transfer.  The Units may not
be assigned or transferred except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended.  If the Holder dies,
the Units shall transfer to a person who acquired the right to the Units by
bequest or inheritance. The Units shall not be subject to execution, attachment
or similar process.  Any attempted assignment or transfer of the Units
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Units, shall be null and void and without
effect.

     

    9.    Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the
Holder, to the address set forth on the signature page hereto; and

    if to the
Corporation, to:

     

    Gabriel
Technologies Corporation

    Attention:
Ronald Gillum

    4538 S.
140th
Street

    Omaha,
NE  68137

    


    or to
such other address as the party to whom notice is to be given may have furnished
to each other party in writing in accordance herewith.  Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally-recognized overnight courier and (iii) on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail.  As used herein, “Business Day” means a
day that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

     

    
      
         

      

      
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    10.    No
Waiver.  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 like or different
nature.

     

    11.    Holder
Undertaking / Indemnification.  The Holder hereby
agrees to take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Holder pursuant to the express
provisions of this Agreement.  Holder agrees to hold the Corporation,
its subsidiary companies, officers, directors, employees and agents and their
respective heirs, representatives, successors, and assigns harmless and to
indemnify them against all liabilities, costs, and expenses (including
reasonable attorneys’ fees) incurred by them as a result of any
misrepresentation made by Holder herein or any other breach or violation by
Holder of this Agreement or theWarrant.

     

    12.    Governing
Law.  This Agreement
shall be governed by and construed, enforced and interpreted in accordance with
the laws of the State of Nebraska (without regard to principles of conflicts of
laws).  The Parties consent to the sole and exclusive jurisdiction of
the state courts and U.S. federal courts having jurisdiction in Douglas County,
Nebraska for any dispute arising out of this Agreement.

     

    13.    Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    14.    Entire
Agreement.  This Agreement,
with the Warrant, constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior written or oral
negotiations, commitments, representations and agreements with respect
thereto.

     

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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

     

    
      
         

        
          	 	GABRIEL
      TECHNOLOGIES CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

        


        
          	 	HOLDER:	 
	 	 	 	 
	
                   

                	
                   

                	 	 
	 	 	Name:	 
	 	 	Address:	 
	 	 	 	 


        

         

         

        62