EXHIBIT
      2.3




**PLAN
      OF EXCHANGE**





**THIS
      PLAN OF EXCHANGE** is
      made
      and entered into as of January 19, 2006 (this “Plan of Exchange”) by and between
      Gabriel Technologies Corporation, a Delaware corporation (the “Buyer”), and
      Resilent LLC, a Nebraska limited liability company (the “Company”). Buyer and
      the Company are collectively referred to as the “Parties.”





WHEREAS,
      the Parties hereto desire to enter into a plan of exchange pursuant to which
      the
      Buyer shall acquire a majority of the issued and outstanding membership interest
      units of the Company in exchange for shares of its capital stock and cash (the
      “Exchange”) and further pursuant to that certain Securities Exchange Agreement
      between the parties dated the same date as this Plan of Exchange.





WHEREAS,
      the Board of Directors of the Company has adopted resolutions authorizing the
      Company to enter into this Plan of Exchange, approved by a majority of the
      percentage interests of the members and the manager.





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other valuable consideration, the receipt and adequacy of which
      are
      hereby acknowledged, the parties do hereby covenant and agree as
      follows:




**1.0**
            **DEFINITIONS**


****


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





**“Registration
      Statement”** means a
      registration statement of the Buyer under the Securities Act.





**“Units”** means
      units of membership Interest as such term is defined in the Company’s Operating
      Agreement dated February 15, 2005 (“Operating Agreement”), which is attached
      hereto as Exhibit “A” and incorporated herein by this reference. The Company’s
      authorized capitalization consists of 25,000 Class A Units, 1,000 Class B Units,
      and 10,000 Class C Units with each class having the rights as described in
      the
      Operating Agreement. As of the date of this Plan of Exchange, the Company’s
      authorized, issued and outstanding Units consist of 11,867 Units comprised
      of
      8,788Class A Units, 746 Class B Units and 2,333 Class C Units.





Other
      capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Securities Purchase Agreement between
      the
      Parties.





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**2.0**
              **THE
                EXCHANGE**
 ****


2.1 Exhange
      for Units .
      At the
      Effective Time of the Exchange (as such term is hereinafter defined), in
      accordance with the provisions of applicable law and the terms of this Plan
      of
      Exchange, 11,868 Class A Membership Interest Units issued and outstanding
      immediately prior thereto (“Purchased Units”) shall be exchanged for (a)
      3,000,000 shares of Buyer’s common stock, par value $0.001 (“Buyer’s Shares”);
      and (b) Buyer’s fully executed Promissory Note in the aggregate amount of
      $2,000,000.00 cash to be paid to the Company on the schedule stated therein,
      the
      form of which is attached hereto as Exhibit “B” (the “Promissory
      Note”).





Buyer’s
      Shares, Warrants and Promissory Note are hereinafter collectively referred
      to as
“Consideration”.





2.2 Buyer’s
      Share Value .
      For
      purposes of valuation of the transaction contemplated herein, the value of
      Buyer’s Shares shall be the per share price for Buyer’s common stock at the
      close of trading for the Over The Counter (OTC) market on the day prior to
      the
      effective date of the exchange.





2.3 No
      Other Consideration  Buyer
      hereby represents and warrants that the Buyer’s Consideration is the only
      consideration it will issue in exchange for the Company’s Units and Buyer shall
      not issue further stock or any options, warrants, subscriptions or any other
      rights to its stock in exchange for any Units of the Company.





2.4 Effective
      Time of the Exchange .
      The
      Exchange shall not become effective until, subject to the terms and conditions
      of this Plan of Exchange, 5:00 o’clock p.m. Central Standard Time on the day on
      which the following actions shall have in all respects been
      completed:




a. This
      Plan
      of Exchange shall have been approved by the respective board of directors of
      each of the Parties in accordance with the requirements of the laws of the
      states under which each Party is organized;




b. This
      Plan
      of Exchange shall have been approved by the members of the Company in accordance
      with the Company’s Operating Agreement and the Nebraska Limited Liability
      Company Act.





The
      date
      and time when the Exchange shall become effective as aforesaid is herein
      referred to as “Effective Time of the Exchange.”


**3.0**
                **DIRECTORS**
 ****


Two
      members of the Board of Directors of the Company shall be designated by Buyer
      and appointed to the Company’s Board of Directors to hold his or her respective
      offices from and after the Effective Time of the Exchange until his or her
      successor shall have been elected and qualified or as otherwise provided in
      the
      Operating Agreement of the Company. One member of the Board of Directors of
      the
      Buyer shall be designated by the Company and appointed to the Buyer’s Board of
      Directors to hold his or her respective office from and after the Effective
      Time
      of the Exchange until his or her successor shall have been elected and qualified
      or as otherwise provided in the By-Laws of the Buyer. Unless otherwise approved
      by the members of the Company, the Company’s Board of Directors shall consist of
      five members. Unless otherwise approved by the shareholders of the Buyer,
      Buyer’s Board of Directors shall consist of five directors.





2


**4.0**
                  **OPERATION OF THE
                    COMPANY**
 ****


From
      and
      after the Effective Time of the Exchange, the Company shall be operated as
      a
      subsidiary of the Buyer and the Buyer shall perform the accounting functions
      for
      the Company.


**5.0**
                  **CERTIFICATES AND DOCUMENTS
                    REQUIRED
                    AT THE EXCHANGE**
  5.1 Buyer’s
            Stock Certificates .  At
            the
            Exchange, Buyer shall issue and deliver to the Company two certificates
            each of
            which represents 1,500,000 shares of Buyer’s common stock (collectively referred
            to as “Buyer’s Stock Certificates).




a. Buyer’s
      Stock Certificates will be inscribed with substantially 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,
      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.”




b. The
      Company hereby acknowledges that it has been advised that the Buyer’s Shares
      have not been registered under the Securities Act of 1933, as amended, or any
      state securities act in reliance on exemptions therefrom.




5.3 Buyer’s
      Promissory Note .
      At the
      Exchange, Buyer shall deliver the Promissory Note to the Company.




a. The
      Promissory Note shall provide for payments to the Company on the schedule stated
      therein.




b. The
      Company hereby acknowledges receipt of the initial payment due under the
      Promissory Note in the amount of $200,000.00, plus an additional payment in
      the
      amount of $45,000.00.




5.4 Voting
      Proxy .  At the
      Exchange, the Buyer shall deliver to the Company a fully executed Irrevocable
      Voting Proxy, the form of which is attached hereto as Exhibit “C”.




5.5 The
      Purchased Units Certificate .  At
      the
      Exchange, the Company shall issue and deliver to Buyer two certificates
      representing the Purchased Units, bearing the same or similar legend as
      described in Section 5.1 (a) above: one certificate representing 7,091 Units
      and
      one certificate representing 4,727 Units. In addition, said certificates shall
      bear the following legend:




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“THE
      MEMBERSHIP INTEREST UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
      IRREVOCABLE PROXY GRANTED TO MR. STEVEN E. CAMPISI, A COPY OF WHICH IS ATTACHED
      HERETO”


**6.0**
                **FURTHER BUYER REPRESENTATIONS
                  AND
                  WARRANTIES**




6.1 Requisite
      Power and Authority .
      Buyer
      hereby represents and warrants that it has been duly formed and is validly
      existing and in good standing under the laws of the State of Delaware, with
      full
      power and authority to enter into the transactions contemplated in this Plan
      of
      Exchange.




6.2 Investment
      Representations .
      Buyer
      understands that the Purchased Units have not been registered under the
      Securities Act. Buyer further represents that it is an accredited investor
      within the meaning of Regulation D under the Securities Act.


**7.0**
                  **FURTHER COMPANY REPRESENTATIONS
                    AND
                    WARRANTIES**




7.1 Requisite
      Power and Authority .
      Company
      hereby represents and warrants that it has been duly formed and is validly
      existing and in good standing under the laws of the State of Nebraska, with
      full
      power and authority to enter into the transactions contemplated in this Plan
      of
      Exchange.




7.2 Investment
      Representations .
      Company
      understands that the Buyer’s Shares have not been registered under the
      Securities Act. Company further represents that it is an accredited investor
      within the meaning of Regulation D under the Securities Act.




7.3 Buyer’s
      SEC Filings .  The
      Company hereby acknowledges that it has been provided with and has examined
      each
      of the following documents filed by Buyer with the Securities and Exchange
      Commission (“Buyer’s SEC Filings”):


a. Buyer’s
        annual report under Form 10-KSB for the period ending June 30,
        2005;
  b. Buyer’s
          quarterly report under Form 10-QSB for the period ending September 30,
          2005.




7.4 Additional
      Representations .  The
      Company hereby also represents and warrants that:




a. The
      Company’s Units are free and clear of all encumbrances.




b. In
      order
      to effect this Plan of Exchange, the Company’s Manager, with the consent of the
      majority of the Percentage Interests (as such term is defined in the Operating
      Agreement) of the members, duly authorized the issuance of 5,000 additional
      Class A Units over and above the 20,000 Class A Units authorized in the
      Operating Agreement.




c. No
      governmental consents are required to be obtained and no registrations or
      declarations are required to be filed in connection with the execution and
      delivery of this Plan of Exchange by the Company and its acquisition of the
      Buyer’s Shares.




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**8.0**
                  **REGISTRATION RIGHTS**.


8.1 “Piggyback”
      Registration .
      If
      within 120 days after the Effective Date of Exchange (“Filing Period”), the
      Buyer proposes to file with the Securities and Exchange Commission (the “SEC”) a
      Registration Statement on Form S-4, S-8, or other appropriate form, with respect
      to any of its securities, Buyer shall, at that time give Company at least thirty
      (30) days prior written notice of its intention. The Registration Statement
      filed hereunder, to the extent allowable under the Securities Act and the Rules
      promulgated there-under (including Rule 416), shall state that such Registration
      Statement also covers Buyer’s Shares. In the event such Registration Statement
      is not filed within 120 days after the Effective Date of Exchange, the Buyer
      shall separately file a Registration Statement for Buyer’s Shares within 60 days
      after the Filing Period. The Registration Statement (and each amendment or
      supplement thereto, and each request for acceleration of effectiveness thereof)
      shall be provided to the Company and their counsel prior to its filing or other
      submission




8.2 Exchanging
      Shareholder Cooperation .  The
      Company shall use its best efforts to provide the Buyer with information
      necessary to complete the Registration Statement in a timely
      manner.


**9.0**
                    **RIGHT
                      OF FIRST REFUSAL TO REPURCHASE
                      UNITS**





Buyer
      shall not sell the Units, or any part thereof, to any third party purchaser,
      unless the Buyer shall have first made the offer to sell such Units back to
      the
      Company, and such offer shall not have been accepted, pursuant to the following
      terms and provisions:




9.1 Offer
      of Sale **.** Prior to
      acceptance of any subscription or agreement to acquire the Units, the Buyer
      shall offer to sell the Units to the Company upon the same terms and conditions.
      The Buyer shall make such an offer in writing to the Company, which offer shall
      set forth (a) the name and address of the proposed third party purchaser; (b)
      the number of Units, the purchase price, terms of payment and proposed closing
      date in connection with such purchase; (c) evidence of the proposed purchaser’s
      contractual commitment and financial ability to purchase the securities under
      the applicable terms, and (d) such other documents and instruments as have
      been
      provided by the Buyer to the potential purchaser or received by the Buyer from
      the potential purchaser, including but not limited to any applicable
      subscription agreement (“Notice of Offer”).




9.2 Acceptance
      of Offer **.** Within
      fifteen (15) days after receipt of a Notice of Offer, (“Acceptance Period”) the
      Company may, at its option, elect to re-purchase all, but not less than all,
      of
      the Units proposed by the Buyer to be sold pursuant to the terms and provisions
      of the Notice of Offer; *provided,
      however* ,
      that
      closing of such transaction may, at the election of the Company, be postponed
      for a period not to exceed ten (10) days from the closing date set forth in
      the
      Notice of Offer. The Company shall exercise the foregoing right of first refusal
      by written notice to the Buyer prior to expiration of the Acceptance Period
      (“Notice of Acceptance”).




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9.3 Rejection
      of Offer **.** In the
      event the Company shall fail to deliver a Notice of Acceptance to Buyer prior
      to
      expiration of the Acceptance Period, the Buyer may proceed to sell the Units
      to
      the proposed purchaser in accordance with the terms of the Notice of Offer;
      provided, however, that in the event that such transaction is not closed within
      thirty (30) days following expiration of the Acceptance Period, such transaction
      shall again become subject to the terms and provisions of this Section
      9.


**10.0**
                      **SHARES
                        SUBJECT TO
“CLAW-BACK”**




1,500,000
      Buyer’s Shares exchanged for Units under this Plan of Exchange shall be
      conditional upon the Company meeting or exceeding, on an audited basis, the
      following pre-tax income target (“Target”) projected for the twelve (12)
      calendar months period following its initial shipment of products (“Performance
      Period”):




$1,000,000.00




Subject
      to the provision in the Promissory Note for curing a default, in the event
      the
      Company’s actual pre-tax net income for the Performance Period is less than the
      Target, the Company shall forfeit one half of one (0.5) Buyer’s Share for each
      dollar the Company’s pre-tax net income for fiscal 2006 was less than the 2006
      Target up to a maximum of 1,500,000 Buyer’s Shares and Buyer shall have the
      right to cancel the stock certificate for 1,500,000 Buyer’s Shares issued to the
      Company hereunder and replace the same for a substitute certificate representing
      the number of Buyer’s Shares adjusted in accordance with this provision of the
      Plan of Exchange.


**11.0**
                        **UNITS
                          SUBJECT TO RETURN UPON
                          DEFAULT**


4,747
      Units exchanged for Buyer’s Shares under this Plan of Exchange shall be
      conditional upon the Buyer meeting each and every payment date set forth in
      the
      Promissory Note (“Collateral Units”). Subject to the provision in the Promissory
      Note for curing a default, in the event any single payment as set forth therein
      is not made in full by its due date, the Buyer shall forfeit the same percentage
      of Collateral Units as the unpaid balance remaining on the Promissory Note
      is a
      percentage of $2,000,000.00. The Company shall have the right to cancel the
      Units certificate for the Collateral Units and replace the same for a substitute
      certificate representing the number of Collateral Units less the number of
      Units
      forfeited by the Buyer in accordance with this provision of the Plan of
      Exchange. The Buyer hereby appoints the Manager of the Company as Buyer’s
      limited attorney-in-fact for the purpose of executing and delivering any
      documentation required to cancel said Collateral Units in the event that Buyer
      shall fail, refuse or neglect to execute and deliver same. In the event that
      the
      Buyer should fail, refuse or neglect to execute and delivery any of such
      documents, notwithstanding the Company’s right to receive said Collateral Units
      as provided herein, the Company may, at its election, cancel the Units
      certificate for the Collateral Units in absentia and reissue a new certificate
      representing the number of Collateral Units less the number of Units forfeited
      by the Buyer in accordance with the terms of this Plan of Exchange without
      further agreement or consent of the Buyer being required.




6




IN
      WITNESS WHEREOF, each of the Parties has caused this Plan of Exchange to be
      executed 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









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