EXHIBIT
      10.41







**AMENDED
      AND RESTATED INSTALLMENT NOTE**







**$1,470,000.00**
            October
                __, 2006


Waukee,
      Iowa




For
      value
      received, NICHOLAS A. FEGEN (“Maker”) hereby unconditionally promises to pay to
      the order of GABRIEL TECHNOLOGIES CORPORATION (the “Company”), as described in
      Paragraph 1 below, the principal sum of ONE MILLION FOUR HUNDRED SEVENTY
      THOUSAND DOLLARS ($1,470,000) (the “Principal”), together with interest on the
      unpaid principal balance from time to time outstanding at a rate per annum
      equal
      to LIBOR plus 1% (the “Interest”). All payments on this Note shall be due and
      payable in lawful money of the United States of America at such place as Lender
      may from time to time designate at the time provided in Section 1
      below.




This
      Note
      amends, restates and replaces in all respects that certain installment note
      in
      the principal amount of $2,500,000 dated November 1, 2004, between Maker and
      the
      Company (the “ ***Old
      Note*** ”)
      including, without limitation, all of Maker’s obligations under the Old
      Note.




1.
            Payments.
                The entire Principal and Interest shall be due and payable on December
                1,
                2006 (the “Maturity Date”); provided, however, that any part or all of the
                Principal and Interest may be voluntarily prepaid in whole or in
                part at
                any time.




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




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




4.  Waivers .
      Maker
      hereby waives presentment, demand for performance, notice of non-performance,
      protest, notice of protest and notice of dishonor. No delay on the part of
      the
      Company in exercising any right hereunder shall operate as a waiver of such
      right or any other right.




5.  Assignment .
      This
      Note is not transferable by Maker, whether by sale, pledge or other disposition,
      without the prior written consent of the Company which consent may be withheld
      in the Company’s sole discretion.




6.  Governing
      Law .
      This
      Note shall be construed in accordance with the laws of the State of Nebraska,
      without regard to the conflicts of laws provisions thereof. Any lawsuit or
      litigation arising under, out of, in connection with, or in relation to this
      Agreement, any amendment thereof, or the breach thereof, shall be brought in
      the
      courts of Omaha, Nebraska, which courts shall have exclusive jurisdiction over
      any such lawsuit or litigation.


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IN
      WITNESS WHEREOF, Maker has executed and delivered this Note effective as of
      the
      day and year and the place first above written.














NICHOLAS
      A. FEGEN






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