EXHIBIT
      2.2




**SECURITIES
      EXCHANGE AGREEMENT**






**THIS
      SECURITIES EXCHANGE AGREEMENT** (this
“Agreement”) is made as of January 19, 2006, by and between Gabriel Technologies
      Corporation., a Delaware corporation (the “Buyer”), and Resilent LLC, a Nebraska
      limited liability company (the “Company”).




**Whereas,** Buyer
      desires to acquire, the majority of the issued and outstanding units (the
“Units”) of membership interests of the Company for the consideration and on the
      terms set forth in this Agreement.




**Now,
      therefore,** the
      parties, intending to be legally bound, agree as follows:




**SECTION
      1.** **DEFINITIONS**




For
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section 1:




**“Affiliate”** —shall
      have the meaning set forth in Rule 12b-2 of the Rules and Regulations under
      the
      Exchange Act.




**“Applicable
      Contract”** —any
      Contract (a) under which the Company has or may acquire any rights, (b) under
      which the Company has or may become subject to any obligation or liability,
      or
      (c) by which the Company or any of the assets owned or used by it is or may
      become bound.




**“Balance
      Sheet”** —as
      defined in Section 3.4.




**“Best
      Efforts”** —the
      efforts that a prudent Person desirous of achieving a result would use in
      similar circumstances to ensure that such result is achieved as expeditiously
      as
      possible; provided, however, that an obligation to use Best Efforts under this
      Agreement does not require the Person subject to that obligation to take actions
      that would result in a materially adverse change in the benefits to such Person
      of this Agreement and the Contemplated Transactions.




**“Business
      Day”** —any
      day
      other than a Saturday, a Sunday or a day on which commercial banks in Omaha,
      Nebraska are required or authorized to be closed.




**“Buyer”** —as
      defined in the preamble of this Agreement.




**“Buyer’s
      Shares”** —as
      used
      herein shall mean shares of the common stock of Gabriel Technologies Corporation
      which have not been registered under the Securities Act.




**“Closing”** —as
      defined in Section 2.3.




**“Closing
      Date”** —the
      date
      and time as of which the Closing actually takes place.




1




**“Company”** —as
      defined in the preamble of this Agreement.




**“Consent”** —any
      approval, consent, ratification, waiver, or other authorization (including
      any
      Governmental Authorization).




**“Contemplated
      Transactions”** —all
      of
      the transactions contemplated by this Agreement, including:




(a)
      the
      issuance of the Units to Buyer;


(b)
      the
      issuance of a Promissory Note for the payment of $2,000,000 to the Company
      as
      set forth herein;


(c)
      the
      issuance of 3,000,000 restricted shares of Buyer’s common stock to the Company,
      subject to performance conditions set forth herein;


(d)
      the
      execution, delivery, and performance of the Employment Agreement;


(e)
      the
      execution and delivery of Buyer’s Voting Proxy as set forth herein;


(f)
      the
      performance by Buyer and Company of their respective covenants and obligations
      under this Agreement; and


(g)
      Buyer’s acquisition and ownership of the Units.




**“Contract”** —any
      agreement, contract, obligation, promise, or undertaking (whether written or
      oral and whether express or implied) that is legally binding.




**“Employment
      Agreement”** —as
      defined in Section 2.4(a) (ii).




**“Encumbrance”** —any
      charge, claim, community property interest, condition, equitable interest,
      lien,
      option, pledge, security interest, right of first refusal, or restriction of
      any
      kind, including any restriction on use, voting, transfer, receipt of income,
      or
      exercise of any other attribute of ownership.




**“ERISA”** —the
      Employee Retirement Income Security Act of 1974 or any successor law, and
      regulations and rules issued pursuant to that Act or any successor
      law.




**“Exchange
      Act”** —the
      Securities Exchange Act of 1934, as amended, or any successor law, and
      regulations and rules issued pursuant thereto.




**“Facilities”** —any
      real
      property, leaseholds, or other interests currently or formerly owned or operated
      by the Company and any buildings, plants, structures, or equipment (including
      motor vehicles, tank cars, and rolling stock) currently or formerly owned or
      operated by the Company.




**“GAAP”** —generally
      accepted United States accounting principles, applied on a basis consistent
      with
      the basis on which the Balance Sheet and the other financial statements referred
      to in Section 3.4(b) were prepared.




**“Governmental
      Authorization”** —any
      approval, consent, license, permit, waiver, or other authorization issued,
      granted, given, or otherwise made available by or under the authority of any
      Governmental Body or pursuant to any Legal Requirement.




**“Governmental
      Body”** —any:




2




(a)
      nation, state, county, city, town, village, district, or other jurisdiction
      of
      any nature;


(b)
      federal, state, local, municipal, foreign, or other government;


(c)
      governmental or quasi-governmental authority of any nature (including any
      governmental agency, branch, department, official, or entity and any court
      or
      other tribunal);


(d)
      multi-national organization or body; or


(e)
      body
      exercising, or entitled to exercise, any administrative, executive, judicial,
      legislative, police, regulatory, or taxing authority or power of any
      nature.




**“Intellectual
      Property Assets”** —as
      defined in Section 3.22.




**“Interim
      Balance Sheet”** —as
      defined in Section 3.4.




**“IRC”** —the
      Internal Revenue Code of 1986 or any successor law, and regulations issued
      by
      the IRS pursuant to the Internal Revenue Code or any successor law.




**“IRS”** —the
      United States Internal Revenue Service or any successor agency, and, to the
      extent relevant, the United States Department of the Treasury.




**“Knowledge”** —an
      individual will be deemed to have “Knowledge” of a particular fact or other
      matter if such individual is actually aware of such fact or other matter after
      reasonable investigation. A Person (other than an individual) will be deemed
      to
      have “Knowledge” of a particular fact or other matter if any individual who is
      serving, or who has at any time served, as a director, officer, partner,
      executor, or trustee of such Person (or in any similar capacity) has, or at
      any
      time had, Knowledge of such fact or other matter.




**“Legal
      Requirement”** —any
      federal, state, local, municipal, foreign, international, multinational, or
      other administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute, or treaty.




**“material”** —
shall
      have the meaning set forth in Rule 12b-2 of the Rules and Regulations under
      the
      Exchange Act.




**“material
      adverse effect”** or
“ **material
      adverse change”** —
any
      effect or change that would be materially adverse to the business, assets,
      condition (financial or otherwise), operating results, operations, or business
      prospects of the specified Person and its Subsidiaries, taken as a whole, or
      on
      the ability of any party to consummate timely the transactions contemplated
      hereby.




**“Order”** —any
      award, decision, injunction, judgment, order, ruling, subpoena, or verdict
      entered, issued, made, or rendered by any court, administrative agency, or
      other
      Governmental Body or by any arbitrator.




**“Ordinary
      Course of Business”** —an
      action taken by a Person will be deemed to have been taken in the “Ordinary
      Course of Business” only if:




(a)
      Such
      action is consistent with the past practices of such Person and is taken in
      the
      ordinary course of the normal day-to-day operations of such Person;


(b)
      Such
      action is not required to be authorized by the board of directors of such Person
      (or by any Person or group of Persons exercising similar authority);
      and




3




(c)
      Such
      action is similar in nature and magnitude to actions customarily taken, without
      any authorization by the board of directors (or by any Person or group of
      Persons exercising similar authority), in the ordinary course of the normal
      day-to-day operations of other Persons that are in the same line of business
      as
      such Person.




**“Organizational
      Documents”** —(a) the
      articles or certificate of incorporation and the bylaws of a corporation;
      (b) the partnership agreement and any statement of partnership of a general
      partnership; (c) the limited partnership agreement and the certificate of
      limited partnership of a limited partnership; (d) any charter or similar
      document adopted or filed in connection with the creation, formation, or
      organization of a Person; and (e) any amendment to any of the
      foregoing.




**“Person”** —any
      individual, corporation (including any non-profit corporation), general or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, labor union, or other entity or Governmental
      Body.




**“Plan”** — as
      defined in Section 3.13.




**“Plan
      of Exchange”** —as
      defined in Section 2.2.




**“Purchase
      Price”** —shall
      mean Two Million Dollars ($2,000,000.00) in cash payments pursuant to a
      Promissory Note made by Buyer; and Three Million (3,000,000) shares of Buyer’s
      common stock, of which 1,5000,000 shall be subject to meeting financial
      performance goals for the Company as described herein.




**“Proceeding”** —any
      action, arbitration, audit, hearing, investigation, litigation, or suit (whether
      civil, criminal, administrative, investigative, or informal) commenced, brought,
      conducted, or heard by or before, or otherwise involving, any Governmental
      Body
      or arbitrator.




**“Related
      Person”** —with
      respect to a particular individual:




(a)
      Each
      other member of such individual’s Family;


(b)
      Any
      Person that is directly or indirectly controlled by such individual or one
      or
      more members of such individual’s Family;


(c)
      Any
      Person in which such individual or members of such individual’s Family hold
      (individually or in the aggregate) a Material Interest; and


(d)
      Any
      Person with respect to which such individual or one or more members of such
      individual’s Family serves as a director, officer, partner, executor, or trustee
      (or in a similar capacity).


With
      respect to a specified Person other than an individual:


(a)
      Any
      Person that directly or indirectly controls, is directly or indirectly
      controlled by, or is directly or indirectly under common control with such
      specified Person;


(b)
      Any
      Person that holds a Material Interest in such specified Person;


(c)
      Each
      Person that serves as a director, officer, partner, executor, or trustee of
      such
      specified Person (or in a similar capacity);


(d)
      Any
      Person in which such specified Person holds a Material Interest;


(e)
      Any
      Person with respect to which such specified Person serves as a general partner
      or a trustee (or in a similar capacity); and


(f)
      Any
      Related Person of any individual described in clause (b) or (c).




4




For
      purposes of this definition, (a) the “Family” of an individual includes (i) the
      individual, (ii) the individual’s spouse and former spouses, (iii) any other
      natural person who is related to the individual or the individual’s spouse
      within the second degree, and (iv) any other natural person who resides with
      such individual, and (b) “Material Interest” means direct or indirect beneficial
      ownership (as defined in Rule 13d-3 under the Exchange Act) of voting
      securities or other voting interests representing at least 5% of the outstanding
      voting power of a Person or equity securities or other equity interests
      representing at least 5% of the outstanding equity securities or equity
      interests in a Person.




**“Representative”** —with
      respect to a particular Person, any director, officer, employee, agent,
      consultant, advisor, or other representative of such Person, including legal
      counsel, accountants, and financial advisors.




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




**“Subsidiary”** —with
      respect to any Person (the “Owner”), any corporation or other Person of which
      securities or other interests having the power to elect a majority of that
      corporation’s or other Person’s board of directors or similar governing body, or
      otherwise having the power to direct the business and policies of that
      corporation or other Person (other than securities or other interests having
      such power only upon the happening of a contingency that has not occurred)
      are
      held by the Owner or one or more of its Subsidiaries; when used without
      reference to a particular Person, “Subsidiary” means a Subsidiary of the
      Company.




**“Tax
      Return”** —any
      return (including any information return), report, statement, schedule, notice,
      form, or other document or information filed with or submitted to, or required
      to be filed with or submitted to, any Governmental Body in connection with
      the
      determination, assessment, collection, or payment of any Tax or in connection
      with the administration, implementation, or enforcement of or compliance with
      any Legal Requirement relating to any Tax.




**“Threatened”** —a
      claim,
      Proceeding, dispute, action, or other matter will be deemed to have been
“Threatened” if any demand or statement has been made (orally or in writing) or
      any notice has been given (orally or in writing), or if any other event has
      occurred or any other circumstances exist, that would lead a prudent Person
      to
      conclude that such a claim, Proceeding, dispute, action, or other matter is
      likely to be asserted, commenced, taken, or otherwise pursued in the
      future.




**SECTION
      2.** **ISSUANCE
      OF BUYER’S STOCK AND PROMISSORY NOTE; ISSUANCE OF UNITS;
      CLOSING**




**2.1** **ISSUANCE**




(a)
      Subject to the terms and conditions of this Agreement, at the Closing, the
      Buyer
      shall issue and deliver to the Company:




(i)
      Certificates representing Three Million (3,000,000) authorized and newly issued
      Buyer’s Shares as set forth in herein;




(ii)
      a
      Promissory Note for the payment of Two Million Dollars ($2,000,000) to Company
      on the schedule set forth in therein;




5




(b)
      Subject to the terms and conditions of this Agreement, at the Closing, the
      Company shall issue and deliver to Buyer a certificate representing 11,868
      authorized and newly issued Units (“Purchased Units”), as further described
      herein.




**2.2** **PLAN
      OF EXCHANGE**




The
      parties hereby adopt as of the date of this Agreement a plan of exchange, a
      copy
      of which is attached hereto as Exhibit “2.2” (the “Plan of
      Exchange”).




**2.3** **CLOSING**




The
      issuance and exchange (the “Closing”) provided for in this Agreement will take
      place at the offices of Company at 15858 West Dodge Road, Omaha, Nebraska 68118,
      at 9:00 a.m. (local time) January19, 2006 or at such other time and place as
      the
      parties may agree. Subject to the provisions of Section 9, failure to consummate
      the purchase and sale provided for in this Agreement on the date and time and
      at
      the place determined pursuant to this Section 2.3 will not result in the
      termination of this Agreement and will not relieve any party of any obligation
      under this Agreement.




**2.4** **CLOSING
      OBLIGATION** **S**




At
      the
      Closing:




(a) The
      Company will deliver to Buyer:




(i) A
      copy of
      a consent in lieu of a special meeting of the majority member(s) of the Company
      approving this Agreement and the transactions contemplated hereunder, approved
      by a majority of the percentage interests of the members and the
      manager;




(ii) An
      employment agreement executed by the Company’s Manager in such form as may be
      mutually satisfactory to the respective parties thereto (collectively,
“Employment Agreement”).




(b) Buyer
      will deliver to the Company:




(i) A
      duly
      executed Voting Proxy enabling Mr. Steven Campisi to vote the Purchased Units
      as
      described in such Voting Proxy;




(ii) A
      copy of
      a Consent in Lieu of a Special Meeting of the Buyer’s Board of Directors
      approving this Agreement and the transactions contemplated hereunder, certified
      by the Buyer’s President; and




(iii) The
      Employment Agreement, executed by Buyer.




**SECTION
      3.** **REPRESENTATIONS
      AND WARRANTIES** **OF** **COMPANY**




The
      Company represents and warrants to Buyer as follows:




**3.1** **ORGANIZATION;
      GOOD STANDING** **;
      SUBSIDIARIES**




(a) The
      Company is a limited liability company duly organized, validly existing, and
      in
      good standing under the laws of the State of Nebraska, with full power and
      authority to conduct its business as it is now being conducted, to own or use
      the properties and assets that it purports to own or use, and to perform all
      its
      obligations under Applicable Contracts.




6




(b) The
      Company has delivered to Buyer copies of the Organizational Documents of the
      Company, as currently in effect.




(c) The
      Company has no Subsidiaries.




**3.2** **AUTHORITY;
      NO CONFLICT**




(a) This
      Agreement constitutes the legal, valid, and binding obligation of Company,
      enforceable against Company in accordance with its terms. Upon the execution
      and
      delivery by the Company of the Employment Agreements signed by each respective
      employee described in Part 2.4 (a) (ii), the Plan of Exchange and the certified
      Resolution (collectively, the “Company’s Closing Documents”), the Company’s
      Closing Documents will constitute the legal, valid, and binding obligations
      of
      Company, enforceable against Company in accordance with their respective terms.
      Company has the absolute and unrestricted right, power, authority, and capacity
      to execute and deliver this Agreement and the Company’s Closing Documents and to
      perform their obligations under this Agreement and the Company’s Closing
      Documents.




(b) To
      the
      knowledge of the Company, neither the execution and delivery of this Agreement
      nor the consummation or performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of
      time):




(i) contravene,
      conflict with, or result in a violation of (A) any provision of the
      Organizational Documents of the Company, or (B) any resolution adopted by
      the board of directors of the Company;




(ii) contravene,
      conflict with, or result in a violation of, or give any Governmental Body or
      other Person the right to challenge any of the Contemplated Transactions or
      to
      exercise any remedy or obtain any relief under, any Legal Requirement or any
      Order to which the Company, or any of the assets owned or used by the Company,
      may be subject;




(iii) contravene,
      conflict with, or result in a violation of any of the terms or requirements
      of,
      or give any Governmental Body the right to revoke, withdraw, suspend, cancel,
      terminate, or modify, any Governmental Authorization that is held by the Company
      or that otherwise relates to the business of, or any of the assets owned or
      used
      by, the Company;




(iv) contravene,
      conflict with, or result in a violation or breach of any provision of, or give
      any Person the right to declare a default or exercise any remedy under, or
      to
      accelerate the maturity or performance of, or to cancel, terminate, or modify,
      any Applicable Contract; or




(v) Result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      the
      assets owned or used by the Company.




(c) To
      the
      knowledge of the Company, the Company is not or will not be required to give
      any
      notice to or obtain any Consent from any Person in connection with the execution
      and delivery of this Agreement or the consummation or performance of any of
      the
      Contemplated Transactions.




7




**3.3** **CAPITALIZATION**




The
      issued equity securities of the Company consist of 11,867 Units of Membership
      Interests, comprised of (a) 8,788 Class “A” Units, (b) 746 Class “B” Units and
      (c) 2,333 Class “C” Units. To the Company’s Knowledge, the Members are the
      record and beneficial owners and holders of the Units as set forth at Schedule
      “A” hereto. All of the outstanding equity securities of the Company have been
      duly authorized and validly issued and are fully paid and nonassessable. **Except
      as disclosed to Buyer in the case of the holder of Class “C” Membership Interest
      Units and that certain Memorandum of Understanding, dated May 23, 2005 between
      Richard Quaknine and the Company, there are no Contracts, warrants, options,
      rights, subscriptions or similar agreements relating to the issuance, sale,
      or
      transfer of any equity securities or other securities of the
      Company** .
      To the
      knowledge of the Company, None of the outstanding equity securities or other
      securities of the Company was issued in violation of the Securities Act or
      any
      other Legal Requirement. The Company does not own, or have any Contract to
      acquire, any equity securities or other securities of any Person (other than
      Company) or any direct or indirect equity or ownership interest in any other
      business.




**3.4** **FINANCIAL
      STATEMENTS**




Company
      has delivered to Buyer: (a)  balance sheets of the Company as at December
      31 2004 (“Balance Sheet”), and (b) an unaudited balance sheet of the
      Company as at December 31, 2005 (the “Interim Balance Sheet”) and the related
      unaudited statements of income, changes in members’ equity, and cash flow for
      the twelve (12) months then ended, including in each case the notes thereto.
      Such financial statements and notes fairly present the financial condition
      and
      the results of operations, changes in members’ equity, and cash flow of the
      Company as at the respective dates of and for the periods referred to in such
      financial statements, subject, in the case of interim financial statements,
      to
      normal recurring year-end adjustments (the effect of which will not,
      individually or in the aggregate, be materially adverse) and the absence of
      notes (that, if presented, would not differ materially from those included
      in
      the Balance Sheet).




**3.5** **BOOKS
      AND RECORDS**




To
      the
      knowledge of the Company, the books of account, minute books, stock record
      books, and other records of the Company, all of which have been made available
      to Buyer, are complete and correct and have been maintained in accordance with
      sound business practices and the requirements of Section 13(b)(2) of the
      Exchange Act (regardless of whether or not the Company is subject to that
      Section), including the maintenance of an adequate system of internal controls.
      The minute books of the Company contain accurate and complete records of all
      meetings held of, and action taken by, the members, the Board of Directors,
      and
      committees of the Board of Directors of the Company, and no meeting of any
      such
      members, Board of Directors, or committee has been held for which minutes have
      not been prepared and are not contained in such minute books. At the Closing,
      all of those books and records will be in the possession of the
      Company.




**3.6** **INVENTORY**




(a) To
      the
      knowledge of the Company, all inventory of the Company, whether or not reflected
      in the Balance Sheet or the Interim Balance Sheet, consists of a quality and
      quantity usable and salable in the Ordinary Course of Business, except for
      obsolete items and items of below-standard quality, all of which have been
      written off or written down to net realizable value in the Balance Sheet or
      the
      Interim Balance Sheet or on the accounting records of the Company as of the
      Closing Date, as the case may be. All inventories not written off have been
      priced at cost. The quantities of each item of inventory (whether raw materials,
      work-in-process, or finished goods) are not excessive, but are reasonable in
      the
      present circumstances of the Company.




8




**3.7** **NO
      UNDISCLOSED LIABILITIES**




To
      the
      knowledge of the Company, the Company has no material liabilities or obligations
      of any nature (whether known or unknown and whether absolute, accrued,
      contingent, or otherwise) except for liabilities or obligations reflected or
      reserved against in the Balance Sheet or the Interim Balance Sheet and current
      liabilities incurred in the Ordinary Course of Business since the respective
      dates thereof.




**3.8** **TAXES**




(a) The
      Company has filed or caused to be filed (on a timely basis since December 31,
      2004) all Tax Returns that are or were required to be filed by the Company
      pursuant to applicable Legal Requirements. The Company has paid, or made
      provision for the payment of, all Taxes that have or may have become due
      pursuant to those Tax Returns or otherwise, or pursuant to any assessment
      received by Company, except such Taxes, if any, that are being contested in
      good
      faith and as to which adequate reserves have been provided in the Balance Sheet
      and the Interim Balance Sheet.




(b) To
      the
      knowledge of the Company, the United States federal and state income Tax Returns
      of the Company subject to such Taxes have not been audited by the IRS or
      relevant state tax authorities. To the knowledge of the Company, the Company
      has
      not given or been requested to give waivers or extensions (or is or would be
      subject to a waiver or extension given by any other Person) of any statute
      of
      limitations relating to the payment of Taxes of the Company or for which the
      Company may be liable.




(c) The
      charges, accruals, and reserves with respect to Taxes on the respective books
      of
      the Company are adequate and are at least equal to the Company’s liability for
      Taxes. To the knowledge of the Company, there exists no proposed tax assessment
      against the Company. No consent to the application of Section 341(f)(2) of
      the IRC has been filed with respect to any property or assets held, acquired,
      or
      to be acquired by the Company. All Taxes that the Company is or was required
      by
      Legal Requirements to withhold or collect have been duly withheld or collected
      and, to the extent required, have been paid to the proper Governmental Body
      or
      other Person.




(d) To
      the
      knowledge of the Company, all Tax Returns filed by the Company are true,
      correct, and complete. There is no tax sharing agreement that will require
      any
      payment by the Company after the date of this Agreement. The Company is not,
      or
      within the five-year period preceding the Closing Date has been, an “S”
corporation. During the consistency period (as defined in Section 338(h)(4)
      of the IRC with respect to the sale of the Units to Buyer), neither the Company
      nor any target affiliate (as defined in Section 338(h)(6) of the IRC with
      respect to the sale of the Units to Buyer) has sold or will sell any property
      or
      assets to Buyer or to any member of the affiliated group (as defined in
      Section 338(h)(5) of the IRC) that includes Buyer.




9




**3.9** **NO
      MATERIAL ADVERSE CHANGE**




To
      the
      knowledge of the Company, since the date of the Balance Sheet, there has not
      been any material adverse change in the business, operations, properties,
      prospects, assets, or condition of the Company, and no event has occurred or
      circumstance exists that may result in such a material adverse
      change.


**3.10** **COMPLIANCE
      WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS**




(a)
      To
      the knowledge of the Company:




(i) the
      Company is, and at all times since December 31, 2004 has been, in full
      compliance with each material Legal Requirement that is or was applicable to
      it
      or to the conduct or operation of its business or the ownership or use of any
      of
      its assets, including, but not limited to, the Health Insurance Portability
      and
      Accountability Act of 1996, as amended, and any other material Legal Requirement
      regarding the privacy of medical records or health-related
      information;




(ii) no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) (A) may constitute or result in a material violation by the Company of,
      or
      a failure on the part of the Company to comply with, any material Legal
      Requirement, or (B) may give rise to any material obligation on the part of
      the
      Company to undertake, or to bear all or any portion of the cost of, any remedial
      action of any nature; and




(iii) The
      Company has not received, at any time since December 31, 2004, any notice or
      other communication (whether oral or written) from any Governmental Body or
      any
      other Person regarding (A) any actual, alleged, possible, or potential violation
      of, or failure to comply with, any material Legal Requirement, or (B) any
      actual, alleged, possible, or potential obligation on the part of the Company
      to
      undertake, or to bear all or any portion of the cost of, any remedial action
      of
      any nature.




**3.11** **LEGAL
      PROCEEDINGS; ORDERS**




(a) To
      the
      knowledge of the Company, there is no pending Proceeding:




(i) that
      has
      been commenced by or against the Company or that otherwise relates to or may
      affect the business of, or any of the assets owned or used by, the Company;
      or




(ii)  That
      challenges, or that may have the effect of preventing, delaying, making illegal,
      or otherwise interfering with, any of the Contemplated
      Transactions.




(b) To
      the
      Knowledge of Company, (1) no such Proceeding has been Threatened, and (2) no
      event has occurred or circumstance exists that may give rise to or serve as
      a
      basis for the commencement of any such Proceeding.




(c) To
      the
      knowledge of the Company:




(i) there
      is
      no Order to which the Company, or any of the assets owned or used by the
      Company, is subject;




(ii) no
      Member
      is subject to any Order that relates to the business of, or any of the assets
      owned or used by, the Company; and




(iii) no
      officer, director, agent, or employee of the Company is subject to any Order
      that prohibits such officer, director, agent, or employee from engaging in
      or
      continuing any conduct, activity, or practice relating to the business of the
      Company.




10




**3.12** **ABSENCE
      OF CERTAIN CHANGES AND EVENTS**




Except
      as
      set forth above, to the knowledge of the Company, since the date of the Balance
      Sheet, the Company has conducted their businesses only in the Ordinary Course
      of
      Business and there has not been any:




(a) change
      in
      the Company’s authorized or issued securities; grant of any Units option or
      right to purchase Units of membership interest of the Company; issuance of
      any
      security convertible into such Units; grant of any registration rights;
      purchase, redemption, retirement, or other acquisition by the Company of any
      Units of any such membership interests; or declaration or payment of any
      dividend or other distribution or payment in respect of Units of membership
      interests;




(b) adoption
      of, or increase in the payments to or benefits under, any profit sharing, bonus,
      deferred compensation, savings, insurance, pension, retirement, or other
      employee benefit plan for or with any employees of the Company;




(c) damage
      to
      or destruction or loss of any asset or property of the Company, whether or
      not
      covered by insurance, materially and adversely affecting the properties, assets,
      business, financial condition, or prospects of the Company, taken as a
      whole;




(d) entry
      into, termination of, or receipt of notice of termination of any license,
      distributorship, dealer, sales representative, joint venture, credit, or similar
      agreement;




(e) cancellation
      or waiver of any claims or rights with a value to the Company in excess of
      $5,000;




(f) material
      change in the accounting methods used by the Company; or




(g) agreement,
      whether oral or written, by the Company to do any of the foregoing.




**3.13** **CONTRACTS;
      NO DEFAULTS**




(a) Company
      has made available to Buyer:




(i) each
      Applicable Contract that involves performance of services or delivery of goods
      or materials by one or more Company;




(ii) each
      Applicable Contract that involves performance of services or delivery of goods
      or materials to one or more Company of an amount or value in excess of
      $5,000;




(iii) each
      Applicable Contract that was not entered into in the Ordinary Course of Business
      and that involves expenditures or receipts of one or more Company in excess
      of
      $5,000;




(iv) each
      lease, rental or occupancy agreement, license, installment and conditional
      sale
      agreement, and other Applicable Contract affecting the ownership of, leasing
      of,
      title to, use of, or any leasehold or other interest in, any real or personal
      property;




(v) each
      licensing agreement or other Applicable Contract with respect to patents,
      trademarks, copyrights, or other intellectual property, including agreements
      with current or former employees, consultants, or contractors regarding the
      appropriation or the non-disclosure of any of the Intellectual Property
      Assets;




(vi) each
      joint venture, partnership, and other Applicable Contract (however named)
      involving a sharing of profits, losses, costs, or liabilities by the Company
      with any other Person;




(vii) each
      Applicable Contract containing covenants that in any way purport to restrict
      the
      business activity of the Company or any Affiliate of the Company or limit the
      freedom of the Company or any Affiliate of the Company to engage in any line
      of
      business or to compete with any Person;




(viii) each
      Applicable Contract providing for payments to or by any Person based on sales,
      purchases, or profits, other than direct payments for goods;




(ix) each
      power of attorney that is currently effective and outstanding;




11




(x) each
      Applicable Contract entered into other than in the Ordinary Course of Business
      that contains or provides for an express undertaking by the Company to be
      responsible for consequential damages;




(xi) each
      Applicable Contract for capital expenditures in excess of $5,000;




(xii) each
      written warranty, guaranty, and or other similar undertaking with respect to
      contractual performance extended by the Company other than in the Ordinary
      Course of Business; and




(xiii) each
      amendment, supplement, and modification (whether oral or written) in respect
      of
      any of the foregoing.




(b) To
      the
      knowledge of the Company, each Contract identified or required to be made
      available to Buyer in Part 3.13(a) above is in full force and effect and is
      valid and enforceable in accordance with its terms.




(c) There
      are
      no renegotiations of, attempts to renegotiate, or outstanding rights to
      renegotiate any material amounts paid or payable to the Company under current
      or
      completed Contracts with any Person and, to the Knowledge of Company and the
      Company, no such Person has made written demand for such
      renegotiation.




**3.14** **INSURANCE**




(a) Company
      has delivered to Buyer:




(i) true
      and
      complete copies of all policies of insurance to which the Company is a party
      or
      under which the Company, or any director of the Company, is or has been covered
      at any time within the three (3) years preceding the date of this
      Agreement;




(ii) true
      and
      complete copies of all pending applications for policies of insurance;
      and




(iii) any
      statement by the auditor of the Company’s financial statements with regard to
      the adequacy of such entity’s coverage or of the reserves for
      claims.




(b)
      The
      Company has not received (A) any refusal of coverage or any notice that a
      defense will be afforded with reservation of rights, or (B) any notice of
      cancellation or any other indication that any insurance policy is no longer
      in
      full force or effect or will not be renewed or that the issuer of any policy
      is
      not willing or able to perform its obligations thereunder.




(c)
      The
      Company has paid all premiums due, and has otherwise performed all of their
      respective obligations, under each policy to which the Company is a party or
      that provides coverage to the Company or director thereof.




(d)
      The
      Company has given notice to the insurer of all claims that may be insured
      thereby.




**3.15** **EMPLOYEES**




To
      the
      knowledge of the Company, no employee or director of the Company is a party
      to,
      or is otherwise bound by, any agreement or arrangement, including any
      confidentiality, noncompetition, or proprietary rights agreement, between such
      employee or director and any other Person (“Proprietary Rights Agreement”) that
      in any way adversely affects or will affect (i) the performance of his duties
      as
      an employee or director of the Company, or (ii) the ability of the Company
      to
      conduct its business, including any Proprietary Rights Agreement with the
      Company by any such employee or director.




12




**3.16** **INTELLECTUAL
      PROPERTY**




(a)
      For
      purposes of this Agreement " Intellectual
      Property "
      means
      (i) patents and all registrations and applications therefore, (ii) trademarks,
      service marks, trade names and all registrations and applications therefore,
      (iii) copyright works of authorship and all registrations and applications
      therefore, (iv) trade secrets, proprietary information and databases. **Exhibit
      B** sets
      forth a list of the material items described in subsections (i) through (iv)
      which the Company owns, in which the Company owns a license and/or that are
      used
      in connection with the foregoing to conduct the business of the Company as
      presently conducted and as presently proposed to be conducted.




(b)
      To
      the best of its knowledge, the Company owns and possesses sufficient legal
      rights to the Intellectual Property to conduct its business as presently
      conducted and as presently proposed to be conducted without any infringement
      of
      the rights of others. Except as expressly indicated in **Exhibit
      B** ,
      the
      Intellectual Property is free and clear of liens, claims or encumbrances, and
      is
      not subject to any license, option or agreement of any kind.




(c)
      The
      Company has not received any communications alleging that the Company has
      violated or, by conducting its business as presently proposed, would violate
      any
      of the patents, trademarks, service marks, trade names, copyrights or trade
      secrets or other proprietary rights of any other person or entity, nor is the
      Company aware of any basis therefor.




(d)
      The
      Company is not aware that any of its employees are obligated under any contract
      (including licenses, covenants or commitments of any nature) or other agreement,
      or subject to any judgment, decree or order of any court or administrative
      agency, that would interfere with their duties to the Company or that would
      conflict with the Company’s business as proposed to be conducted. All employees
      of the Company shall have entered into a Confidentiality, Intellectual Property
      and Nondisclosure Agreement (the Confidentiality Agreement”) in the form
      attached to this Agreement as **Exhibit
      C** .




**3.17** **CERTAIN
      PAYMENTS**




To
      the
      knowledge of the Company, since its organization, neither the Company nor any
      director, officer, agent, or employee of the Company, or to Company’s Knowledge
      any other Person associated with or acting for or on behalf of the Company,
      has
      directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff,
      influence payment, kickback, or other payment to any Person, private or public,
      regardless of form, whether in money, property, or services (i) to obtain
      favorable treatment in securing business, (ii) to pay for favorable treatment
      for business secured, (iii) to obtain special concessions or for special
      concessions already obtained, for or in respect of the Company or any Affiliate
      of the Company, or (iv) in violation of any Legal Requirement, (b) established
      or maintained any fund or asset that has not been recorded in the books and
      records of the Company.




**3.18** **DISCLOSURE**




No
      representation or warranty of Company in this Agreement omits to state a
      material fact necessary to make the statements herein or therein, in light
      of
      the circumstances in which they were made, not misleading.




**SECTION
      4.** **REPRESENTATIONS
      AND WARRANTIES OF BUYER**




Buyer
      represents and warrants to Company as follows:




13




**4.1** **ORGANIZATION
      AND GOOD STANDING**




Buyer
      is
      a corporation duly organized, validly existing, and in good standing under
      the
      laws of the State of Delaware.




**4.2** **AUTHORITY;
      NO CONFLICT**




(a) This
      Agreement and the Employment Agreement constitutes the legal, valid, and binding
      obligation of Buyer, enforceable against Buyer in accordance with its terms.
      Buyer has the absolute and unrestricted right, power, and authority to execute
      and deliver this Agreement and the Employment Agreements and to perform its
      obligations under this Agreement and the Employment Agreements.




(b) To
      Buyer’s knowledge, neither the execution and delivery of this Agreement by Buyer
      nor the consummation or performance of any of the Contemplated Transactions
      by
      Buyer will give any Person the right to prevent, delay, or otherwise interfere
      with any of the Contemplated Transactions pursuant to:




(i) any
      provision of Buyer’s Organizational Documents;




(ii) any
      resolution adopted by the board of directors or the stockholders of
      Buyer;




(iii) any
      Legal
      Requirement or Order to which Buyer may be subject; or




(iv) any
      Contract to which Buyer is a party or by which Buyer may be bound.




(c) To
      Buyer’s knowledge, Buyer is not and will not be required to obtain any Consent
      from any Person in connection with the execution and delivery of this Agreement
      or the consummation or performance of any of the Contemplated
      Transactions.




**4.3** **CAPITALIZATION**




The
      authorized securities of the Buyer consist of 60,000,000 shares of common stock,
      par value $0.001 per share, and 10,000,000 shares of preferred stock, par value
      $0.001 per share. The Buyer currently has outstanding 25,516,971  shares
      of
      common stock and no shares of its preferred stock. All such outstanding shares
      have been duly authorized and validly issued and are fully paid and
      nonassessable.




**4.4** **INVESTMENT
      INTENT**




Buyer
      is
      acquiring the Units for its own account and not with a view to their
      distribution within the meaning of Section 2(11) of the Securities
      Act.




**4.5** **CERTAIN
      PROCEEDINGS**




There
      is
      no pending Proceeding that has been commenced against Buyer and that challenges,
      or may have the effect of preventing, delaying, making illegal, or otherwise
      interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no
      such Proceeding has been Threatened.




**4.6** **BROKERS
      OR FINDERS**




Buyer
      and
      its officers and agents have incurred no obligation or liability, contingent
      or
      otherwise, for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement and will indemnify and hold
      Company harmless from any such payment alleged to be due by or through Buyer
      as
      a result of the action of Buyer or its officers or agents.




14




**4.7** **REPORTING
      REQUIREMENTS OF THE BUYER**




The
      Buyer
      is subject to the reporting and filing requirements of the Exchange Act
      including (1) the periodic reporting requirements and (2) the Proxy Rules set
      forth thereunder. The Buyer and its officers, directors, and beneficial owners
      are subject to the provisions of Section 16 of the Exchange Act relating to
      short-swing profit recapture, reports of beneficial ownership and short sale
      prohibitions and the Buyer and its officers, directors, and beneficial owners
      have timely complied in all respects with the filing requirements of the
      Exchange Act.




**4.8** **SEC
      DOCUMENTS**




Buyer
      has
      furnished or made available to the Company and each of the Members a true and
      complete copy of each report, schedule, registration statement and proxy
      statement filed by Buyer with the SEC since its recapitalization and reverse
      merger with Princeton Video Image Inc. in July, 2004 (as such documents have
      since the time of their filing been amended, the “SEC Documents”), a list of
      which is available on the SEC web site. Buyer has timely filed with the SEC
      all
      documents required to have been filed pursuant to the Securities Act and the
      Exchange Act. As of their respective dates, the SEC Documents complied in all
      material respects with the requirements of the Securities Act, or the Exchange
      Act, as the case may be, and the rules and regulations of the SEC thereunder
      applicable to such SEC Documents, and none of the SEC Documents contained any
      untrue statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.




**4.9** **QUOTATION
      ON THE OTC BULLETIN BOARD**




The
      Buyer’s Common Stock is quoted on the OTC Bulletin Board under the symbol
“GWLK.” The Buyer will take all necessary action to maintain its eligibility for
      such quotation on the OTC Bulletin Board. The Buyer will use its Best Efforts
      to
      cause not less than three (3) firms to make a market for the Buyer’s Common
      Stock.




**4.10** **APPROVAL
      OF THE EXCHANGE BY THE BUYER’S STOCKHOLDERS**




The
      transactions contemplated by this Agreement do not require the approval of
      the
      Buyer’s stockholders and the Buyer is not required to file a Schedule 14A or 14C
      with the SEC as a result of the transactions contemplated herein.




**SECTION
      5.** **GENERAL
      PROVISIONS**




**5.1** **EXPENSES**




Except
      as
      otherwise expressly provided in this Agreement, each party to this Agreement
      will bear its respective expenses incurred in connection with the preparation,
      execution, and performance of this Agreement and the Contemplated Transactions,
      including all fees and expenses of agents, representatives, counsel, and
      accountants. In the event of termination of this Agreement, the obligation
      of
      each party to pay its own expenses will be subject to any rights of such party
      arising from a breach of this Agreement by another party.




**5.2** **PUBLIC
      ANNOUNCEMENTS**




Any
      public announcement or similar publicity with respect to this Agreement or
      the
      Contemplated Transactions will be issued, if at all, at such time and in such
      manner as Buyer determines. Unless consented to by Buyer in advance or required
      by Legal Requirements, prior to the Closing Company shall keep this Agreement
      strictly confidential and may not make any disclosure of this Agreement to
      any
      Person other than Company’s advisors. Company and Buyer will consult with each
      other concerning the means by which the Company’s employees, customers, and
      suppliers and others having dealings with the Company will be informed of the
      Contemplated Transactions, and Buyer will have the right to be present for
      any
      such communication.




15




**5.3** **NOTICES**




All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand (with written confirmation of receipt), (b) sent by telecopier (i.e.
      facsimile machine) (with written confirmation of receipt), provided that a
      copy
      is mailed by registered mail, return receipt requested, or (c) when received
      by
      the addressee, if sent by a nationally recognized overnight delivery service
      (receipt requested), in each case to the appropriate addresses and telecopier
      numbers set forth below (or to such other addresses and telecopier numbers
      as a
      party may designate by notice to the other parties):


If
      to the
      Company,


Resilent
      LLC


Attention:
      Steve Campisi


15858
      West Dodge Road


Omaha,
      NE
      68118


Facsimile
      No.: (402) 861-9455




With
      a
      copy to:


Resilent
      LLC


Attention:
      Mike Weaver


15858
      West Dodge Road


Omaha,
      NE
      68118


Facsimile
      No.: (402) 861-9455





If
      to
      Buyer,


Gabriel
      Technologies Corporation


Attention:
      Keith Feilmeier


4538
      South 140 th Street


Omaha,
      NE68137


Facsimile
      No.: (402) 614-0258





With
      a
      copy to:


John
      M.
      Heida, P.C.


Attention:
      John Heida


804
      Shag
      Bark Ct.


Bellevue,
      NE 68005


Facsimile
      No.: (402) 292-2742




16




**5.4** **JURISDICTION;
      SERVICE OF PROCESS**




Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may be brought against any of the parties in
      the
      courts of the State of Nebraska, County of Douglas, or, if it has or can acquire
      jurisdiction, in the United States District Court for the District of Nebraska,
      and each of the parties consents to the jurisdiction of such courts (and of
      the
      appropriate appellate courts) in any such action or proceeding and waives any
      objection to venue laid therein. Process in any action or proceeding referred
      to
      in the preceding sentence may be served on any party anywhere in the
      world.




**5.5** **FURTHER
      ASSURANCES**




The
      parties agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents,
      and (c) to do such other acts and things, all as the other party may
      reasonably request for the purpose of carrying out the intent of this Agreement
      and the documents referred to in this Agreement.




**5.6** **WAIVER**




The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Agreement or the documents referred to
      in
      this Agreement will operate as a waiver of such right, power, or privilege,
      and
      no single or partial exercise of any such right, power, or privilege will
      preclude any other or further exercise of such right, power, or privilege or
      the
      exercise of any other right, power, or privilege. To the maximum extent
      permitted by applicable law, (a) no claim or right arising out of this
      Agreement or the documents referred to in this Agreement can be discharged
      by
      one party, in whole or in part, by a waiver or renunciation of the claim or
      right unless in writing signed by the other party; (b) no waiver that may
      be given by a party will be applicable except in the specific instance for
      which
      it is given; and (c) no notice to or demand on one party will be deemed to
      be a waiver of any obligation of such party or of the right of the party giving
      such notice or demand to take further action without notice or demand as
      provided in this Agreement or the documents referred to in this
      Agreement.




17




**5.7** **ENTIRE
      AGREEMENT AND MODIFICATION**




This
      Agreement supersedes all prior agreements between the parties with respect
      to
      its subject matter (including the Term Sheet between Buyer and Company dated
      December 8, 2005) and constitutes (along with the documents referred to in
      this
      Agreement) a complete and exclusive statement of the terms of the agreement
      between the parties with respect to its subject matter. This Agreement may
      not
      be amended except by a written agreement executed by the party to be charged
      with the amendment.




**5.8** **ASSIGNMENTS,
      SUCCESSORS, AND NO THIRD-PARTY RIGHTS**




Neither
      party may assign any of its rights under this Agreement without the prior
      consent of the other parties, which will not be unreasonably withheld, except
      that Buyer may assign any of its rights under this Agreement to any Subsidiary
      of Buyer. Subject to the preceding sentence, this Agreement will apply to,
      be
      binding in all respects upon, and inure to the benefit of the successors and
      permitted assigns of the parties. Nothing expressed or referred to in this
      Agreement will be construed to give any Person other than the parties to this
      Agreement any legal or equitable right, remedy, or claim under or with respect
      to this Agreement or any provision of this Agreement. This Agreement and all
      of
      its provisions and conditions are for the sole and exclusive benefit of the
      parties to this Agreement and their successors and assigns.




**5.9** **SEVERABILITY**




If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.




**5.10** **SECTION
      HEADINGS, CONSTRUCTION**




The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement.
      All words used in this Agreement will be construed to be of such gender or
      number as the circumstances require. Unless otherwise expressly provided, the
      word “including” does not limit the preceding words or terms.




**5.11** **TIME
      OF ESSENCE**




With
      regard to all dates and time periods set forth or referred to in this Agreement,
      time is of the essence.




**5.12** **GOVERNING
      LAW**




This
      Agreement will be governed by the laws of the State of Nebraska without regard
      to conflicts of laws principles.




18




**5.13** **COUNTERPARTS**




This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement.




**In
      witness whereof** ,
      the
      parties have executed and delivered this Agreement as of the date first written
      above.






**GABRIEL
                TECHNOLOGIES****CORPORATION**
              
              /s/ Keith
                Feilmeier
              Keith
                Feilmeier
              President
                and CEO
            **RESILENT
                LLC**
              
              /s/ Steven E.
                Campisi
              Steven
                E. Campisi
              Manager






19