EXHIBIT
      10.16





**SECURITIES
      EXCHANGE AGREEMENT**





**THIS
      AGREEMENT** ,
      dated
      as of January 11, 2006, by and between **Gabriel
      Technologies Corporation** ,
      a
      Delaware corporation with its principal offices at 4538 S. 140 th Street
      Omaha, NE 68137 (“ Gabriel ”)
      and **Mutual
      Protective Insurance Company** ,
      a
      Nebraska corporation, 1515 South 75 th Street,
      Omaha, Nebraska 68124 ( “ MEDICO ”).





RECITALS





WHEREAS,
      MEDICO desires to exchange Two Thousand Three Hundred Thirty Three (2,333)
      Class
“C” Membership Interest Units (the “ Units ”)
      issued
      by Resilent LLC, a Nebraska Limited Liability Company, 15858 West Dodge Road,
      Omaha, Nebraska 68118 (the “Company”) and beneficially owned and held by MEDICO,
      and Gabriel desires to acquire such Units in exchange for One Million Five
      Hundred Ninety Three Thousand Seven Hundred Fifty (1,593,750) ** shares
      of
      Gabriel’s common stock, par value $.001 (the “ Shares ”).





NOW,
      THEREFORE, in consideration of the premises and mutual agreements contained
      herein, the parties agree as follows:





1.  **Definitions** **.**





**“Securities
      Act”** means
      the Securities Act of 1933, as amended, or any successor law, and regulations
      and rules issued pursuant to thereto.





**“Registration
      of Rights Agreement”** shall
      mean for purposes of this Agreement, that certain registration of rights
      agreement ancillary hereto, that the parties shall enter into contemporaneously
      with this Agreement.





2.  **Agreement
      Void Date** **.** The
      issuance and exchange (the “ Closing ”)
      provided for in this Agreement will take place at such time and place as may
      be
      mutually determined by the parties. In the event the Closing does not take
      place
      prior to February 1, 2006, either party may terminate this
      Agreement.





3.  **Exchange
      of Securities** **.** Subject
      to and upon the terms and conditions set forth in this Agreement, MEDICO hereby
      agrees to transfer, convey, assign and deliver the Units to Gabriel on the
      date
      and at the time of the Closing in consideration of and exchange for the Shares.
      Subject to and upon the terms and conditions set forth in this Agreement,
      Gabriel hereby agrees to transfer, convey, assign and deliver the Units to
      Gabriel on the date and at the time of the Closing in consideration of and
      exchange for the Units.





4.  **Directors** **.** Gabriel
      hereby agrees that MEDICO shall retain one director on the Board of Directors
      of
      the Company and shall vote the Units for such director nominated by
      MEDICO.





5.  **MEDICO
      Representations and Warranties** **.** MEDICO
      hereby represents and warrants to Gabriel as follows:





(a)  Organization;
      Existence; Good Standing .
      MEDICO
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nebraska.


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(b)  Due
      Authorization .
      MEDICO
      has the full corporate power and authority to enter into this Agreement and
      the
      Registration Rights Agreement and to consummate the transactions contemplated
      hereby and thereby. Each of the Agreement and Registration Rights Agreement
      have
      been duly executed and delivered by MEDICO and constitutes the valid and binding
      obligation of MEDICO enforceable against MEDICO in accordance with its
      terms.





(c)  No
      Conflicts .
      The
      execution, delivery and performance by MEDICO of this Agreement and the
      Registration Rights Agreement, and the consummation of the transactions
      contemplated hereby and thereby do not and will not (a) violate or conflict
      with
      any provision of each of MEDICO’s Articles of Incorporation or Bylaws, (b)
      breach any provision of, or be an event that is (or with the passage of time
      will result in) a default, or result in the cancellation or acceleration of
      (whether after the giving of notice or lapse of time or both) any obligation
      under, or result in the imposition or creation of any encumbrances upon any
      of
      the assets of MEDICO pursuant to, any material contract, mortgage, lien, lease,
      agreement or instrument to which MEDICO is a party or by which MEDICO is bound,
      or (c) require any authorization, consent, order, permit or approval of, or
      notice to, or filing, registration or qualification with, any government
      authority except in the cases of (b) and (c) as will not singly or in the
      aggregate have a Material Adverse Effect on MEDICO.





(d)  Investment
      Intent .
      MEDICO
      is acquiring the Securities as principal for its own account for investment
      purposes only and not with a view to or for distributing or reselling such
      Securities or any part thereof, without prejudice, however, to MEDICO’s right at
      all times to sell or otherwise dispose of all or any part of such Securities
      in
      compliance with applicable federal and state securities laws. MEDICO does not
      have any agreement or understanding, directly or indirectly, with any person
      to
      distribute any of the Securities.





(e)  Adequate
      Information .
      MEDICO
      has made an adequate investigation of the business, finances and prospects
      of
      Gabriel, including a review of Gabriel’s SEC Reports (as such term is defined in
      paragraph 6(f) below) with the Securities and Exchange Commission (“SEC”) made
      by Gabriel during the twelve months preceding this Agreement.





(f)  Investor
      Status .
      At the
      time MEDICO was offered the Securities, it was, and at the date hereof it is,
      an
“accredited investor” as defined in Rule 50 1(a) under the Securities
      Act.





6.  **Gabriel
      Representations and Warranties** **.** Gabriel
      represents and warrants to MEDICO as follows:





(a)  Organization;
      Existence; Good Standing .
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware. Gabriel is not in violation of any of the provisions
      of its Certificate of Incorporation or Bylaws. Gabriel is duly qualified to
      conduct its business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, would not,
      individually or in the aggregate, have or reasonably be expected to result
      in
      any material adverse change, either individually or in the aggregate, in the
      business, operations, properties, assets or condition (financial or other),
      or
      any event that has had or would reasonably be expected to have a material
      adverse effect (a “ Material
      Adverse Effect ”)
      on
      Gabriel.





(b)  Due
      Authorization .
      Gabriel
      has the full corporate power and authority to enter into this Agreement and
      to
      consummate the transactions contemplated hereby and thereby. Each of the
      Agreement and Registration Rights Agreement has been duly executed and delivered
      by Gabriel and constitutes the valid and binding obligation of Gabriel
      enforceable against Gabriel in accordance with its terms. No further corporate
      action is required by Gabriel in connection therewith. The issuance of the
      Gabriel Shares has been duly authorized, and upon issuance to MEDICO pursuant
      to
      the terms hereof, will be validly issued, fully paid and nonassessable and
      are
      and will be free and clear of any lien or encumbrances except as set forth
      and
      under applicable securities laws.


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(c)  No
      Brokers .
      Gabriel
      has not incurred, and will not incur, directly or indirectly, any liability
      for
      brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
      any similar charges in connection with this Agreement or any transaction
      contemplated hereby.





(d)  No
      Conflicts .
      The
      execution, delivery and performance by Gabriel of each of the Agreement and
      Registration Rights Agreement and the consummation by Gabriel of the
      transactions contemplated thereunder do not and will not (a) violate or conflict
      with any provision of each of Gabriel’s Certificate of Incorporation or Bylaws,
      (b) breach any provision of, or be an event that is (or with the passage of
      time
      will result in) a default of, or result in the cancellation or acceleration
      of
      (whether after the giving of notice or lapse of time or both) any obligation
      under, or result in the imposition or creation of any encumbrances upon any
      of
      the assets of Gabriel pursuant to, any material contract, mortgage, lien, lease,
      agreement or instrument to which Gabriel is a party or by which Gabriel is
      bound, (c) violate any legal requirement applicable to Gabriel, including the
      legal requirements of the National Association of Securities Dealers, or any
      of
      its properties or assets, or (d) require any authorization, consent, order,
      permit or approval of, or notice to, or filing, registration or qualification
      with, any government authority except as will not singly or in the aggregate
      have a Material Adverse Effect on Gabriel and except for filings required by
      state securities laws and the filing of a Notice of Sale of Securities on Form
      D
      with the SEC under Regulation D of the Securities Act of 1933, as amended (the
      “ Securities
      Act ”).





(e)  No
      Litigation .
      There
      is no litigation, proceeding or investigation pending or, to the best knowledge
      of Gabriel, threatened against Gabriel in any federal, state or local court,
      or
      before any administrative agency.





(f)  Exchange
      Act Filings; Financial Statements .
      Gabriel
      has filed all reports, forms or other information required to be filed by it
      under the Securities Act and the Securities Exchange Act of 1934, as amended
      (the “ Exchange
      Act ”),
      including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
      preceding the date hereof (or such shorter period as Gabriel was required by law
      to file such reports, forms or other information) (the foregoing materials
      being
      collectively referred to herein as the “ SEC
      Reports ”)
      on a
      timely basis or has timely filed a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such extension.
      As
      of their respective dates, the SEC Reports complied in all material respects
      with the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the SEC promulgated thereunder. The SEC Reports did not
      at
      the time they were filed (or if amended or superseded by another SEC Report
      filed prior to the date of this Agreement, then on the date of such filing)
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated in such SEC Reports or necessary in order to make the
      statements in such SEC Reports, in light of the circumstances under which they
      were made, not misleading. The financial statements of Gabriel included in
      the
      SEC Reports comply, in all material respects, with applicable accounting
      requirements and the rules and regulations of the SEC with respect thereto
      as in
      effect at the time of filing. Such financial statements have been prepared
      in
      accordance with GAAP applied on a consistent basis during the periods involved,
      except as may be otherwise specified in such financial statements or the notes
      thereto, and fairly present in all material respects the financial position
      of
      Gabriel and its consolidated subsidiaries as of and for the dates thereof and
      the results of operations and cash flows for the periods then ended, subject,
      in
      the case of unaudited statements, to normal, immaterial, year-end audit
      adjustments. For purposes of this Agreement, any reports, forms or other
      information provided to the SEC, whether by filing, furnishing or otherwise
      providing, is included in the term “filed” (or any derivations thereof). Gabriel
      is not subject to any formal or informal SEC investigation.





(g)  No
      Undisclosed Liabilities .
      Gabriel
      does not have any liability, indebtedness, obligation, expense, claim,
      deficiency, guaranty or endorsement of any type, whether accrued, absolute,
      contingent, matured, unmatured or other of a nature whether or not required
      to
      be reflected in financial statements in accordance with GAAP, *(“Liabilities”)* which
      individually or in the aggregate are material to the business, results of
      operations or financial condition of the Company except Liabilities that: (i)
      are reflected in the SEC Reports, or (ii) have arisen since the date of the
      most
      recent balance sheet contained in the SEC Reports in the ordinary course of
      Gabriel’s business consistent with past practices.


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(h)  Capitalization .
      The
      Form I0-KSB filed by Gabriel for the year ended June 30, 2005, contains a true
      and correct statement of the authorized, issued and outstanding equity ownership
      of Gabriel as of the date hereof. Other than as set forth therein, there are
      no
      other outstanding shares of capital stock or other securities of Gabriel and
      no
      outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable
      or convertible securities, or other commitments or agreements of any nature
      relating to the capital stock or other securities of Gabriel, or otherwise
      obligating Gabriel to issue, transfer, sell, purchase, redeem or otherwise
      acquire such stock or securities. All outstanding shares of Gabriel’s common
      stock are duly authorized and validly issued and are fully paid and
      non-assessable.





(i)  Press
      Releases .
      The
      press releases, if any, disseminated by Gabriel during the twelve months
      preceding the date of this Agreement do not, individually or taken as a whole
      with the SEC Reports, contain any untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made and when made, not misleading.





(j)  Material
      Changes .
      Since
      the date of the latest audited financial statements included within the SEC
      Reports, (i) there has been no event, occurrence or development that has had
      or
      that could reasonably be expected to result in a Material Adverse Effect on
      Gabriel, (ii) Gabriel has not incurred any liabilities (contingent or otherwise)
      of a kind required to be disclosed in Gabriel’s financial statements pursuant to
      GAAP other than (A) trade payables, accrued expenses and other liabilities
      incurred in the ordinary course of business consistent with past practice and
      (B) liabilities (not to exceed $100,000) not required to be disclosed in filings
      made with the SEC, (iii) Gabriel has not altered any method of accounting or
      the
      identity of its auditors, (iv) Gabriel has not declared or made any dividend
      or
      distribution of cash or other property to its shareholders or purchased,
      redeemed or made any agreements to purchase or redeem any shares of its capital
      stock, and (v) Gabriel has not issued any equity securities, except pursuant
      to
      existing Gabriel stock option plans and consistent with past
      practice.





(k)  Labor
      Relations .
      No
      material labor dispute exists or, to the knowledge of Gabriel, is imminent
      with
      respect to any of the employees of Gabriel.





(l)  Tax
      Consequences .
      The
      exchange of the Units for the Shares (the “Exchange”) shall constitute a “plan
      of reorganization” within the meaning of Section 368(a) of the Internal Revenue
      Code of 1986, as amended (the “Code”). Neither Gabriel nor any of its affiliates
      has taken or agreed to take any action that would reasonably be expected to
      cause the Exchange to fail to qualify as a reorganization under Section 368(a)
      of the Code. Gabriel is not aware of any agreement, plan or other circumstance
      that would prevent the Exchange from qualifying as a reorganization under
      Section 3 68(a) of the Code.





(m)  Compliance .
      Except
      as set forth in the SEC Reports, Gabriel (i) is not in default under or in
      violation of (and no event has occurred that has not been waived that, with
      notice or lapse of time or both, would result in a default by Gabriel), nor
      has
      Gabriel received notice of a claim that it is in default under or that it is
      in
      violation of, any indenture, loan or credit agreement or any other agreement
      or
      instrument to which it is a party or by which it or any of its properties is
      bound (whether or not such default or violation has been waived), (ii) is not
      in
      violation of any order of any court, arbitrator or governmental body, and (iii)
      is not and has not been in violation of any statute, rule or regulation, or
      any
      governmental authority, including all foreign, federal, state and local laws
      relating to taxes, environmental protection, occupational health and safety,
      product quality and safety and employment and labor matters, **** except
      in
      each case as could not, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect on Gabriel. Gabriel is in
      compliance with all effective requirements of the Sarbanes-Oxley Act of 2002,
      as
      amended, and the rules and regulations thereunder, that are applicable to it,
      except where such noncompliance could not have or reasonably be expected to
      result in a Material Adverse Effect on Gabriel.


-4-


(n)  Regulatory
      Permits .
      Gabriel
      possess all certificates, authorizations and permits issued by the appropriate
      federal, state, local or foreign regulatory authorities necessary to conduct
      its
      business as described in the SEC Reports, except where the failure to possess
      such permits could not, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect on Gabriel, and Gabriel has
      not
      received any notice of proceedings relating to the revocation or modification
      of
      any such permits except as would not in the aggregate result in a Material
      Adverse Effect on Gabriel.





(o)  Title
      to Assets .
      Gabriel
      has good and marketable title in fee simple to all real property owned by it
      that is material to its business and good and marketable title in all personal
      property owned by it that is material to its business, in each case free and
      clear of all liens, except for liens as do not materially affect the value
      of
      such property and do not materially interfere with the use made and proposed
      to
      be made of such property by Gabriel. Any real property and facilities held
      under
      lease by Gabriel are held by it under valid, subsisting and enforceable leases
      of which Gabriel is in compliance, except as could not, individually or in
      the
      aggregate, have or reasonably be expected to result in a Material Adverse Effect
      on Gabriel.





(p)  Patents
      and Trademarks .
      Gabriel
      has, or has rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, copyrights, licenses and
      other similar intellectual property rights that are necessary or material for
      use in connection with its business as described in the SEC Reports and which
      the failure to so have could, individually or in the aggregate, have or
      reasonably be expected to result in a Material Adverse Effect on Gabriel
      (collectively, the “ Intellectual
      Property Rights ”).
      Except as disclosed in the SEC Reports, Gabriel has not received a written
      notice that the Intellectual Property Rights used by it violate or infringe
      upon
      the rights of any Person. Except as set forth in the SEC Reports, all such
      Intellectual Property Rights are enforceable and, to the knowledge of Gabriel,
      there is no existing infringement by another person of any of the Intellectual
      Property Rights.





(q)  Insurance .
      Gabriel
      maintains such insurance relating to its business, operations, assets, key
      employees and officers and directors as is reasonable, customary and prudent
      for
      companies engaged in similar businesses.





(r)  Transactions
      with Affiliates and Employees .
      Except
      as set forth in the SEC Reports, none of the officers or directors of Gabriel,
      and, to the knowledge of Gabriel, none of the employees of Gabriel is presently
      a party to any transaction with Gabriel (other than for services as employees,
      officers and directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      officer, director or such employee or, to the knowledge of Gabriel, any entity
      in which any officer, director, or any such employee has a substantial interest
      or is an officer, director, trustee or partner.





(s)  Internal
      Accounting Controls .
      Gabriel
      maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management’s general or specific authorization,
      and **** (iv)
      the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. Gabriel has established disclosure controls and procedures (as
      defined in the Exchange Act rules I 3a- 15(e) and 15(d)-I 5(e)) for Gabriel
      and
      designed such disclosure controls and procedures to ensure that material
      information relating to Gabriel, including its subsidiaries, is made known
      to
      the certifying officers by others within those entities, particularly during
      the
      period in which Gabriel’s Form l0-KSB or 10-QSB, as the case may be, is being
      prepared. Gabriel’s certifying officers have evaluated the effectiveness of
      Gabriel’s controls and procedures as of the last day of the period covered by
      the Form I0-QSB for Gabriel’s most recently ended fiscal quarter (such date, the
“ Evaluation
      Date ”).
      Gabriel presented in its most recently filed Form 10-KSB or Form 10-QSB the
      conclusions of the certifying officers about the effectiveness of the disclosure
      controls and procedures based on their evaluations as of the Evaluation Date.
      Gabriel has disclosed in its most recently filed Form 10-KSB or Form 10-QSB
      any
      change in the registrant’s internal control over financial reporting that
      occurred during the registrant’s most recent fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the registrant’s
      internal control over financial reporting.


-5-


(t)  Solvency .
      Based
      on the financial condition of Gabriel as of the date hereof (i) Gabriel’s fair
      saleable value of its assets exceeds the amount that will be required to be
      paid
      on or in respect of Gabriel’s existing debts and other liabilities (including
      known contingent liabilities) as they mature; (ii) Gabriel’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by Gabriel, and projected capital requirements and capital
      availability thereof; and (iii) the current cash flow of Gabriel, together
      with
      the proceeds Gabriel would receive, were it to liquidate all of its assets,
      after taking into account all anticipated uses of the cash, would be sufficient
      to pay all amounts on or in respect of its debt when such amounts are required
      to be paid. Gabriel does not intend to incur debts beyond its ability to pay
      such debts as they mature (taking into account the timing and amounts of cash
      to
      be payable on or in respect of its debt).





(u)  Certain
      Registration Matters .
      Assuming the accuracy of MEDICO’s representations and warranties set forth in
      Section 5, no registration under the Securities Act is required for the offer
      and sale of the Securities by Gabriel to MEDICO under this Agreement. Gabriel
      is
      eligible to register the resale of its Securities by MEDICO on Form S-2
      promulgated under the Securities Act. Gabriel has not granted or agreed to
      grant
      to any person any rights (including “piggy back” registration rights) to have
      any securities of Gabriel registered with the SEC or any other governmental
      authority that have not been satisfied or exercised.





(v)  Investment
      Company .
      Gabriel
      is not, and is not an affiliate of, and immediately following the transactions
      contemplated hereunder will not have become, an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.





(w)  No
      Anti-Takeover Provisions .
      Gabriel
      is not a party to any agreement for control share acquisition, business
      combination, or equity distribution designed for anti-takeover purposes and
      none
      will be triggered by the execution of this Agreement. Gabriel has taken all
      necessary action, if any, in order to render inapplicable any control share
      acquisition, business combination, poison pill (including any distribution
      under
      a rights agreement) or other similar anti-takeover provision under Gabriel’s
      Certificate of Incorporation or Bylaws (or similar charter documents) or the
      laws of its state of incorporation that is or would become applicable to MEDICO
      or shareholders of Gabriel prior to the date hereof as a result of MEDICO and
      Gabriel fulfilling their obligations or exercising their rights under this
      Agreement, including Gabriel’s issuance of the Securities and MEDICO’s ownership
      of the Securities.





(x)  Representations
      and Materials Complete .
      None of
      the representations or warranties made by Gabriel in this Agreement, nor any
      statement made in any schedule or certificate furnished by Gabriel pursuant
      to
      this Agreement, contains or will contain at the Closing, any untrue statement
      of
      a material fact, or omits or will omit at the Closing to state any material
      fact
      necessary in order to make the statements contained herein or therein, in the
      light of the circumstances under which made, not misleading. Gabriel has
      delivered or made available true and complete copies of each document (or
      summaries of same) that has been requested by MEDICO or its
      counsel.





7.  **Legend
      on Stock Certificates** **.** MEDICO
      acknowledges that the certificates representing the Shares to be received by
      MEDICO in exchange for the Units will be inscribed with the following
      legend:





“THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAW. THEY MAY NOT
      BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
      STATEMENT THEN IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULES **** 144
      AND
      145 OF SUCH ACT.”


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8.  **Indemnification** **.** Gabriel
      covenants and agrees that it will indemnify, defend, protect and hold harmless
      MEDICO, its directors, officers, employees and agents (the “ MEDICO
      Indemnified Parties ”)
      at all
      times from and after the date of this Agreement against all losses, claims,
      damages, actions, suits, proceedings, demands, assessments, adjustments, costs
      and expenses (including specifically, but without limitation, reasonable
      attorneys’ fees and expenses of investigation) ( “MEDICO
      Losses ”)
      incurred or suffered by any of the MEDICO Indemnified Parties based upon,
      resulting from or arising out of any inaccuracy or breach of any representation
      or warranty of Gabriel contained in this Agreement. Each of the representations
      and warranties made by MEDICO or Gabriel in this Agreement shall survive the
      Closing.





**9.**  **Miscellaneous** **.**





(a)  Amendments .
      No
      amendment of any provision of this Agreement shall be effective unless the
      amendment is in writing and signed by each of the parties to this Agreement,
      and
      no waiver of any provision shall be effective unless such waiver shall be in
      writing and signed by the party waiving such provision, and then such waiver
      shall be effective only in the specific instance and for the specific purpose
      for which given.





(b)  Notices .
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic, facsimile, telex or cable communication) and mailed,
      telegraphed, telecopied, telexed, cabled or delivered:





If
      to
      MEDICO:


Mutual
      Protective Insurance Company


Attn:
      Timothy Hall


1515
      South 75 th  Street


Omaha,
      NE
      68124


Facsimile:
      (402)398-0885





If
      to the
      Gabriel:


Gabriel
      Technologies Corp.


Attn:
      Keith Feilmeier


4538
      South 140 th Street


Omaha,
      NE
      68137


Facsimile:
      (402) 614-0498




or,
      as to
      any such party, at such other address as shall be designated by such party
      in a
      written notice to the other parties.





(c)  No
      Waiver: Remedies .
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed cumulative with and not exclusive of any other
      remedy conferred hereby, or by law or equity upon such party, and the exercise
      by a party of any one remedy will not preclude the exercise of any other remedy.
      No failure or delay on the part of any party hereto in the exercise of any
      right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty or agreement herein,
      nor shall any single or partial exercise of any such right preclude other or
      further exercise thereof or of any other right.





(d)  Survival
      of Agreements, etc .
      The
      representations, warranties, covenants and provisions contained in the Agreement
      shall survive the date hereof and the purchase of the Units by Gabriel
      hereunder.





(e)  Severability
      of Provisions .
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof or thereof or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.


-7-


(f)  Integration .
      This
      Agreement sets forth the entire understanding of the parties hereto with respect
      to all matters contemplated hereby and thereby supersedes any previous
      agreements and understandings among them concerning such matters. No statements
      or agreements, oral or written, made prior to or at the signing hereof, shall
      vary, waive or modify the written terms hereof.





(g)  Binding
      Effect: Governing Law .
      This
      Agreement shall be binding upon and inure to the benefit of MEDICO and Gabriel
      and their respective successors and assigns, except that neither MEDICO nor
      Gabriel may assign this Agreement, or the rights or obligations hereunder,
      without the prior written consent of the other party. This Agreement shall
      be
      governed by, and construed in accordance with, the laws of the State of Nebraska
      applicable to agreements and instruments executed and performed in the State
      of
      Nebraska.





(h)  Execution
      in Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which when taken together
      shall constitute but one and the same agreement.





(i)  Facsimile
      and E-Mail Signatures .
      Any
      signature page delivered by a fax machine or by e-mail will be binding to the
      same extent as an original signature page, with regard to any agreement subject
      to the terms hereof or any amendment thereto. Any party who delivers such a
      facsimile signature page or scanned signature page agrees to later deliver
      an
      original counterpart to any party which requests it.








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      of page intentionally left blank]












-8-


**IN
      WITNESS WHEREOF,** Gabriel
      and MEDICO have caused this SECURITIES EXCHANGE AGREEMENT to be duly executed
      as
      of the date first written above.





GABRIEL
      TECHNOLOGIES CORPORATION











By: /s/
      Keith
      Feilmeier


Name:
            Keith
                Feilmeier


Title:
            President
                and CEO








MUTUAL
      PROTECTIVE INSURANCE CORPORATION











By: /s/
      Timothy J.
      Hall


Name:
            Timothy
                J. Hall


Title:
            President