EXHIBIT
      10.39








**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**


**GABRIEL
      TECHNOLOGIES CORPORATION**


**INCORPORATED
      UNDER THE LAWS OF**


**THE
      STATE OF DELAWARE**








**1.1**  **Basic
      Terms.** This
      certifies that, for value received, 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 286,000 shares of the Common Stock, par value $0.001 (the
      “Common Stock”), of Gabriel Technologies Corporation, a Delaware corporation
      (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 Share purchased. The term “Warrant Shares,” as used herein, refers
      to the shares of Common Stock purchasable hereunder.


Registered
                  Owner:
              Nicholas
                  A. FegenPurchase
                  Price:
              One
                  Dollar ($1.00) a shareExpiration
                  Date:
              3:00
                  p.m. Central Time, December 30, 2009, unless terminated sooner
                  under this
                  Warrant.


**1.2**  **Company’s
      Covenants**  **as
      to Common Stock.** Warrant
      Shares deliverable on the exercise of this Warrant shall, at delivery, be fully
      paid and non-assessable, free from taxes, liens, and charges with respect to
      their purchase. The Company shall take any necessary steps to assure that the
      par value per share of the Common Stock is at all times equal to or less than
      the then current Purchase Price per share of the Common Stock issuable pursuant
      to this Warrant. The Company shall at all times reserve and hold available
      sufficient shares of Common Stock to satisfy all conversion and purchase rights
      of outstanding convertible securities, options, and warrants.





**1.3**  **Method
      of Exercise; Fractional Shares.** 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 shares of Common Stock are to be issued upon
      the
      exercise of this Warrant. In lieu of issuing a fraction of a share remaining
      after exercise of this Warrant as to all full shares covered hereby, the Company
      shall either (a) pay therefor cash equal to the same fraction of the then
      current Purchase Price per share 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 certificate for a full
      share of Common Stock on surrender of scrip aggregating a full share. 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 shares 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
      shares purchasable.


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**1.4**  **Adjustment
      of Shares Available for Purchase.** The
      number of shares available for purchase hereunder and the Purchase Price per
      share 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 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 Shares 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 shares 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 1.14.





**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**  **Effect
      of Stock Split, Etc.** If
      the
      Company, by stock dividend, split, reverse split, reclassification of shares,
      or
      otherwise, changes as a whole the outstanding Common Stock into a different
      number or class of shares, then:





(a)  the
      number and class of shares so changed shall, for the purposes of this Warrant,
      replace the shares outstanding immediately prior to the change; and





(b)  the
      Purchase Price and the number of shares available for purchase under this
      Warrant, immediately prior to the date upon which the change becomes effective,
      shall be proportionately adjusted (the price to the nearest cent). Irrespective
      of any adjustment or change in the Purchase Price or the number of shares
      purchasable under this or any other Warrant of like tenor, the Warrants
      theretofore and thereafter issued may continue to express the Purchase Price
      per
      share and the number of shares available for purchase as the Purchase Price
      per
      share and the number of shares available for purchase were expressed in the
      Warrants when initially issued.





**1.10**  **Effect
      of Merger, Etc.** If
      the
      Company consolidates with or merges into another corporation, the Registered
      Owner shall thereafter be entitled on exercise of this Warrant to purchase,
      with
      respect to each share of Common Stock purchasable hereunder immediately before
      the consolidation or merger becomes effective, the securities or other
      consideration to which a holder of one share of Common Stock is entitled in
      the
      consolidation or merger without any change in or payment in addition to the
      Purchase Price in effect immediately prior to the merger or consolidation.
      The
      Company shall take any necessary steps in connection with a consolidation or
      merger to assure that all the provisions of this Warrant shall thereafter be
      applicable, as nearly as reasonably may be, to any securities or other
      consideration so deliverable on exercise of this Warrant. A sale or lease of
      all
      or substantially all the assets of the Company for a consideration (apart from
      the assumption of obligations) consisting primarily of securities is a
      consolidation or merger for the foregoing purposes.


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**1.11**  **Notice
      of Adjustment.** On
      the
      happening of an event requiring an adjustment of the Purchase Price or the
      shares 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.





**1.12**  **Notice
      and Effect of Dissolution.** In case
      a voluntary or involuntary dissolution, liquidation, or winding up of the
      Company (other than in connection with a consolidation or merger covered by
      Section 1.10 above) 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
      Common Shares 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 Common Stock 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.





**1.13**  **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.





**1.14**  **Warrant
      is Restricted: Exercise or Transfer Without Registration.** This
      Warrant and the Warrant Shares have not been registered under the Securities
      Act
      of 1933 (the “Act”); and are “Restricted Securities” as that term is defined in
      Rule 144 under the Act. The Warrants and the Warrant Shares may not be offered
      for sale, sold or otherwise transferred except pursuant to an effective
      Registration Statement under the Act or pursuant to an exemption from
      registration under the Act, the availability of which is to be established
      to
      the satisfaction of the Company. If, at the time of the surrender of this
      Warrant in connection with any exercise, transfer, or exchange of this Warrant,
      this Warrant (or in the case of any exercise, the Warrant Shares issuable
      hereunder) shall not be registered under the Act and under applicable state
      securities or blue sky laws, the Company may require, as a condition of allowing
      such exercise, transfer, or exchange (a) that the Registered Owner furnish
      to
      the Company a written opinion of counsel, which opinion and counsel are
      reasonably acceptable to the Company, to the effect that such exercise, transfer
      or exchange may be made without registration under the Act and under applicable
      state securities or blue sky laws, and (b) that the Registered Owner execute
      and
      deliver to the Company an investment letter in form and substance acceptable
      to
      the Company. The first holder of this Warrant, by taking and holding the same,
      represents to the Company that such holder is acquiring this Warrant for
      investment and not with a view to the distribution thereof.





**1.15**  **Underwriting
      Requirements.** In
      connection with any underwritten public offering, the Company shall not be
      required to include any of the shares underlying the Warrants in such
      underwriting unless the Registered Owner accepts the terms of the


underwriting
      as agreed upon between the Company and the underwriters for the offering (which
      underwriters shall be selected by the Company).





**1.16**  **Cashless
      Exercise.** Notwithstanding
      anything to the contrary herein, the Warrants shall be eligible for “cashless
      exercise” if and only if:


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(a)  There
      is
      no effective registration statement in place with the Securities and Exchange
      Commission covering the Common Stock underlying the Warrants and the Common
      Stock has traded over $2.00 per share for five consecutive days; or





(b)  Any
      partially- or wholly-owned subsidiary of the Company is sold or receives a
      cash
      payment exceeding $10,000,000 for either a license fee or dispute
      resolution.





If
      a
      cashless exercise is permitted under this section, 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 Shares determined by
      dividing (i) (A) the aggregate Market Value of the Warrant Shares or other
      securities otherwise issuable upon exercise of this Warrant minus (B) the
      aggregate Purchase Price of such Warrant Shares, by (ii) the Market Value of
      one
      Warrant Share. “Market Value” as of any date, means (x) the average of the last
      reported sale prices on the principal trading market for the 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 entire Warrant was being exercised on such date, the Registered
      Owner could elect to exercise this Warrant for 190,666 shares of Common Stock
      on
      a cashless basis [((286,000 x $3.00) — (286,000 x $1.00)), divided by $3.00 =
      190,666 shares]. 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.





**1.17**  **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.





**1.18**  **Amendments.** This
      Warrant and any provision it may only be amended by an instrument signed by
      the
      Company and the holder.





**1.19**  **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 19 th day of
      July, 2006.








GABRIEL
      TECHNOLOGIES CORPORATION











By:   /s/
      Keith R.
      Feilmeier


Name:  Keith
      Feilmeier


Title:  Chief
      Executive Officer