EXHIBIT
        10.5
 
 **WARRANT
        OF**
 **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
        (“Registered Owner,” “Owner” or “Warrant holder”) is entitled, subject to the
        terms and conditions of this Warrant, until the expiration **** date
        set
        forth below, to purchase shares __________ of the Common Stock, par value
        $0.001
        (“the Common Stock”), of Gabriel Technologies Corporation (the “Corporation”)
        from the Corporation at the purchase price shown below, on delivery of this
        Warrant to the Corporation with the 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 Corporation) for each share purchased.
 
 Registered
                  Owner:Purchase
                  Price:
              (until
                  November 16, 2008)One
                  Dollar ($1.00) a shareExpiration
                  Date:
              3:00
                  p.m. November 16, 2008, unless terminated sooner under this
                  Warrant.
 
 **1.2**  **Corporation’s
        Covenants as to Common Stock.** 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 Corporation 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 Warrant purchase price per share of the Common Stock issuable
        pursuant to this Warrant. The Corporation 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.** The
        purchase rights **** represented
        by this Warrant are exercisable at the option of the Registered Owner within
        60
        days upon receipt of written notice from the Corporation and holder shall
        have
        the right to exercise this Warrant when written demand is received from the
        Corporation, provided, however, that purchase rights are not exercisable
        with
        respect to a fraction of a share of Common Stock. In lieu of issuing a fraction
        of a share remaining after exercise of this Warrant as to all full shares
        covered hereby, the Corporation shall either (a) pay therefor cash equal
        to the
        same fraction of the then current Warrant 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 Corporation, 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
        Corporation shall cancel the Warrant and execute and deliver a new Warrant
        of
        like tenor and date for the balance of the shares
        purchasable.
  
  **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 Corporation 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 Corporation, or to any other rights whatsoever
        except the rights herein expressed. No dividends are payable or will accrue
        on
        this Warrant or the 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
        Corporation, 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
        Corporation by the Registered Owner or by attorney, on surrender of this
        Warrant, properly endorsed.
 
 **1.8**  **Recognition
        of Registered Owner.** Prior to
        due presentment for registration of transfer of this Warrant, the Corporation
        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
        Corporation, 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
        Warrant purchase price in effect, 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 Warrant 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
        Warrant purchase price per share and the number of shares available for purchase
        as the Warrant purchase price per share and the number of shares available
        for
        purchase were expressed in the Warrants when initially
        issued.
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  **1.10**  **Effect
        of Merger, Etc.** If the
        Corporation consolidates with or merges into another corporation, the Registered
        Owner shall thereafter be entitled on exercise 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 Warrant purchase price
        in
        effect immediately prior to the merger or consolidation. The Corporation
        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. The Corporation shall not consolidate
        or merge unless, prior to consummation, the successor Corporation (if other
        than
        the Corporation) assumes the obligations of this paragraph by written instrument
        executed and mailed to the Registered Owner at the address of the owner on
        the
        books of the Corporation. A sale or lease of all or substantially all the
        assets
        of the Corporation for a consideration (apart from the assumption of
        obligations) consisting primarily of securities is a consolidation or merger
        for
        the foregoing purposes.
 
 **1.11**  **Notice
        of Adjustment.** On the
        happening of an event requiring an adjustment of the Warrant purchase price
        or
        the shares available for purchase hereunder, the Corporation shall forthwith
        give written notice to the Registered Owner stating the adjusted Warrant
        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 Corporation, 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
        Corporation (other than in connection with a consolidation or merger covered
        by
        paragraph 1.10 above) is at any time proposed, the Corporation 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 Corporation.
        No notice to Warrant holders is required except as specified
        herein.
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  **1.14**  **Warrant
        is Restricted.** Warrant
        and underlying shares represented by this Warrant 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 underlying 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.
 
 **1.15.**  **Right
        to Demand Registration.** If at
        any time between the period of six (6) months from the date of the Warrant
        and
        fourteen (14) months from the date of the Warrant (the “Eligible Period”) the
        Warrant holder requests in writing (the “Warrant holder Demand”) that the
        Company file a registration statement on Form SB-2 (or any successor form
        to
        Form SB-2) for a public offering of the shares underlying the Warrants the
        Company shall, subject to Company’s right to delay or suspend filing or
        effectiveness of a Registration Statement for a period not to exceed sixty
        (60)
        days from receipt of Warrant holder Demand due to Company’s determination that
        failure to delay or suspend the filing would be seriously detrimental to
        the
        company or its stockholders, file such Registration Statement with the SEC
        within forty-five (45) days after its receipt of such request. The Company
        shall
        use commercially reasonable efforts to cause such Registration Statement
        to be
        declared effective as soon thereafter as practicable and keep such Registration
        Statement effective until the Warrant holder notifies the Company in writing
        that the Company is no longer required to keep such Registration Statement
        effective. In the event the registration is proposed to be part of a firm
        commitment underwritten public offering, the substantive provisions of Section
        1.17 shall be applicable to each such registration initiated under this Section
        1.15 and the piggyback registration rights of Warrant holders (to the extent
        provided for in Section 1.16 of this Agreement) shall be applicable to a
        registration effected pursuant to this Section 1.15.
 
 **1.16.**  **Piggyback
        Registration.** If
        at any
        time during the Eligible Period, the Company proposes to register (for its
        own
        account, on behalf of its existing shareholders or warrant holders, or a
        combination of the foregoing) any of its common stock under the 1933 Act
        in
        connection with a public offering of such common stock (other than a
        registration relating primarily to the sale of securities to participants
        in a
        Company stock plan of employee benefit plan, a transaction covered by Rule
        145
        under the 1933 Act or the resale of securities issued in such a transaction,
        a
        registration in which the only stock being registered is Common Stock issuable
        upon conversion or exchange of debt securities which are also being registered,
        any registration on any form which does not include substantially the same
        information as would be required to be included in a registration statement
        covering the sale of the registrable shares underlying the Warrant) the Company
        shall, at such time, give the Warrant holder notice of such registration.
        Upon
        the written request of the Warrant holder, given within ten (10) days after
        notice has been given by the Company in accordance with this Section 1.16,
        the
        Company shall, subject to Section 1.17, cause to be registered under the
        1933
        Act all of the registrable shares underlying the Warrant that the Warrant
        holder
        has requested to be registered.
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  **1.17**  **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 Warrant holder 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).
 
 
 WITNESS
        the seal of the Corporation and the signatures of its authorized
        Officers.
 
 Dated
        this 16th day of November, 2005.
 
 
 GABRIEL
        TECHNOLOGIES CORPORATION
 
 
 By:
        ___________________________________________
 Name:
              Keith
                  Feilmeier
 Title:
              CEO






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