EXHIBIT
      10.33





**CLASS
      A 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 Class A Warrant (“Class A Warrant” or “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:
              One
                  Dollar ($1.00) a shareExpiration
                  Date:
              3:00
                  p.m. December 30, 2009, 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 1 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 1 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.


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**1.4**  **Adjustment
      of Shares Available for Purchase** .
      The
      number of shares available for purchase hereunder and the purchase price per
      share are subject to adjustment from time to time by the 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 exchangeabIe, 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 1 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.





**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.


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**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.





**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).





**1.18.**  **Most
      Favored Nation Clause** .
      In the
      event that Company issues any option or warrant that is exercisable into Gabriel
      Common Stock with an expiration date later than that of the Class A Warrants,
      Company agrees to extend to expiration dates of such Class A Warrants to the
      later date.


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**1.19.**  **Anti-Dilution** .
      In the
      event that Company issues any options, warrants, or common stock with an
      exercise price below $1.00 per share, the exercise price of the Class A Warrants
      shall be reduced to the same price.





**1.20.**  **Cashless
      Exercise** .
      The
      Class A Warrants shall be eligible for “cashless exercise,” meaning that the
      Class A Warrants may be converted into the corresponding number of Gabriel
      Common Shares without cash payment or other remuneration by the Class A Warrant
      Holder, when either of the following circumstances exists:





(a)  There
      is
      no effective registration statement in place with the Securities and Exchange
      Commission covering the common shares underlying the Class A Warrants and
      Company’s stock has traded over $2.00 per share for five consecutive days;
      or





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











WITNESS
      the seal of the Corporation and the signatures of its authorized
      Officers.





Dated
      this 4th day of January, 2006.








GABRIEL
      TECHNOLOGIES CORPORATION








By:


Name:  Keith
      R.
      Feilmeier


Title:  CEO






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