**CHANGE
      IN TERMS AGREEMENT**





**Principal**
            **Loan
                Date**
            **Maturity**
            **Loan
                No.**
            **Call
                / Coll**
            **Account**
            **Officer**
            **Initials****$1,500,000**
            **08-12-2006**
            **11-12-2006**
            **2299001**
            **4
                / 15**
            **G001097**
            **BC****References
                in the shaded area are for Lender’s use only and do not limit the
                applicability of this document to any particular loan or
                item.**
              **Any
                item above containing ***** has been omitted due to the text length
                limitations.**





**Borrower:**
              **GABRIEL
                  TECHNOLOGIES, LLC**
              **Lender:**
              **NEBRASKA
                  STATE BANK OF OMAHA****4538
                  S. 140TH ST**
              
              **LAKESIDE
                  BRANCH****OMAHA,
                  NE 68137**
              
              **17041
                  LAKESIDE HILLS PLZ****OMAHA,
                  NE 68130****(402)
                  571-2300**





**Principal
      Amount: $1,500,000.00**  **Initial
      Rate: 10.250%**  **Date
      of Agreement: August 12, 2006**




**DESCRIPTION
      OF EXISTING INDEBTEDNESS.** A
      Promissory Note dated August 12, 2005, in the principal amount of
      $1,500,000.000.




**DESCRIPTION
      OF COLLATERAL.** Existing collateral remains as described in the original promissory note in
      addition to other collateral that may secure this indebtedness, all the terms
      and conditions of which are hereby incorporated and made part of the
      Agreement.




**DESCRIPTION
      OF CHANGE IN TERMS.** The
      maturity date on the Promissory Note has been extended to November 12, 2006,
      at
      which time all outstanding principal and accrued interest shall be due and
      payable in full.




**PAYMENT.** Borrower
      will pay this loan in full immediately upon Lender’s demand. If no demand is
      made, Borrower will pay this loan in one payment of all outstanding principal
      plus all accrued unpaid interest on November 12, 2006. In addition, Borrower
      will pay regular monthly payments of all accrued unpaid interest due as of
      each
      payment date, beginning September 12, 2006, with all subsequent interest
      payments to be due on the same day of each month after that.




**VARIABLE
      INTEREST RATE.** The
      interest rate on this loan is subject to change from time to time based on
      changes in an independent index which is the National Prime Rate as published
      in
      the Money Section of the Wall Street Journal (the “Index”). The Index is not
      necessarily the lowest rate charged by Lender on its loans. If the Index becomes
      unavailable during the term of this loan, Lender may designate a substitute
      index after notifying Borrower. Lender will tell Borrower the current Index
      rate
      upon Borrower’s request. The interest rate change will not occur more often than
      each day. Borrower understands that Lender may make loans based on other rates
      as well. **The
      Index currently is 8.250% per annum. The interest rate to be applied to the
      unpaid principal balance during this loan will be at a rate of 2.000 percentage
      points over the Index, resulting in an initial rate of 10.250% per annum.** NOTICE:
      Under no circumstances will the interest rate on this loan be more than the
      maximum rate allowed by applicable law.




**CONTINUING
      VALIDITY.** Except
      as expressly changed by this Agreement, the terms of the original obligation
      or
      obligations, including all agreements evidenced or securing the obligation(s),
      remain unchanged and in full force and effect. Consent by Lender to this
      Agreement does not waive Lender’s right to strict performance of the
      obligation(s) as changed, no obligate Lender to make any future change in terms.
      Nothing in this Agreement will constitute a satisfaction of the obligations(s).
      It is the intention of Lender to retain as liable parties all makers and
      endorsers of the original obligation(s), including accommodation parties, unless
      a party is expressly released by Lender in writing. Any maker or endorser,
      including accommodation makers, will not be released by virtue of this
      Agreement. If any person who signed the original obligation does not sign this
      Agreement below, then all persons signing below acknowledge that this Agreement
      is given conditionally, based on the representation to Lender that the
      non-signing party consents to the changes and provisions of this Agreement
      or
      otherwise will not be released by it. This waiver applies not only to any
      initial extension, modification or release, but also to all such subsequent
      actions.




**PRIOR
      TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
      OF
      THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES
      TO THE TERMS OF THIS AGREEMENT.**




**BORROWER:**




**GABRIEL
      TECHNOLOGIES, LLC**




**GABRIEL
      TECHNOLOGIES CORP., Manager of GABRIEL TECHNOLOGIES, LLC**




By:  /s/
      Keith R. Feilmeier




KEITH
      R.
      FEILMEIER, President of GABRIEL


TECHNOLOGIES
      CORP.




**LENDER:**




**NEBRASKA
      STATE BANK OF OMAHA**





x  /s/
      Bruce Cramer


BRUCE
      CRAMER, Senior Vice President








**PROMISSORY
      NOTE**





**Principal**
            **Loan
                Date**
            **Maturity**
            **Loan
                No.**
            **Call
                / Coll**
            **Account**
            **Officer**
            **Initials****$1,500,000**
            **08-12-2005**
            **08-12-2006**
            **22990-01**
            **4
                / 15**
            
            **BC****References
                in the shaded area are for Lender’s use only and do not limit the
                applicability of this document to any particular loan or
                item.**
              **Any
                item above containing ***** has been omitted due to the text length
                limitations.**





**Borrower:**
              **GABRIEL
                  TECHNOLOGIES, LLC**
              **Lender:**
              **NEBRASKA
                  STATE BANK OF OMAHA****4538
                  S. 140TH ST**
              
              **LAKESIDE
                  BRANCH****OMAHA,
                  NE 68137**
              
              **17041
                  LAKESIDE HILLS PLZ****OMAHA,
                  NE 68130****(402)
                  571-2300**
 
  **Principal Amount: $1,500,000.00**  **Initial
      Rate: 8.500%**  **Date
      of Agreement: August 12, 2005**




**PROMISE
      TO PAY. GABRIEL TECHNOLOGIES, LLC (“Borrower”) promises to pay to NEBRASKA STATE
      BANK OF OMAHA (“Lender”), or order in lawful money of the United States of
      America, the principal amount of One Million Five Hundred Thousand & 00/100
      Dollars ($1,500,000.00) or so much as may be outstanding, together with interest
      on the unpaid outstanding principal balance of each advance. Interest shall
      be
      calculated from the date of each advance until repayment of each
      advance.**




**PAYMENT.
      Borrower will pay this loan in full immediately upon Lender’s demand. If no
      demand is made, Borrower will pay this loan in one payment of all outstanding
      principal plus all accrued unpaid interest on August 12, 2006. In addition,
      Borrower will pay regular monthly payments of all accrued unpaid interest due
      as
      of each payment date, beginning September 12, 2005, with all subsequent interest
      payments to be due on the same day of each month after that. Unless otherwise
      agreed or required by applicable law, payments will be applied first to any
      accrued unpaid interest; and then to principal. The annual interest rate for
      this Note is computed on a 365/360 basis; that is, by applying the ratio of
      the
      annual interest rate over a year of 360 days, multiplied by the outstanding
      principal balance, multiplied by the actual number of days the principal balance
      is outstanding. Borrower will pay Lender at Lender’s address shown above or at
      such other place as Lender may designate in writing.**




**VARIABLE
      INTEREST RATE.** The
      interest rate on this loan is subject to change from time to time based on
      changes in an independent index which is the National Prime Rate as published
      in
      the Money Section of the Wall Street Journal (the “Index”). The Index is not
      necessarily the lowest rate charged by Lender on its loans. If the Index becomes
      unavailable during the term of this loan, Lender may designate a substitute
      index after notifying Borrower. Lender will tell Borrower the current Index
      rate
      upon Borrower’s request. The interest rate change will not occur more often than
      each day. Borrower understands that Lender may make loans based on other rates
      as well. T **he
      Index currently is 6.500% per annum. The interest rate to be applied to the
      unpaid principal balance during this loan will be at a rate of 2.000 percentage
      points over the Index, resulting in an initial rate of 8.500% per annum.** NOTICE:
      Under no circumstances will the interest rate on this loan be more than the
      maximum rate allowed by applicable law.




**PREPAYMENT;
      MINIMUM INTEREST RATE CHARGE.** Borrower agrees that all loan fees and other prepaid finance charges are earned
      fully as of the date of the loan and will not be subject to refund upon early
      payment (whether voluntary or as a result of default), except as otherwise
      required by law. In any event, even upon full prepayment of this Note, Borrower
      understands that Lender is entitled to minimum interest charge of $7.50. Other
      than Borrower’s obligation to pay any minimum interest charge, Borrower may pay
      without penalty all or a portion of the amount owed earlier than it is due.
      Early payments will not, unless agreed to by Lender in writing, relieve Borrower
      or Borrower’s obligation to continue to make payments of accrued unpaid
      interest. Rather, early payments will reduce the principal balance due. Borrower
      agrees not to send Lender payments marked “paid in full”, “without recourse”, or
      similar language. If Borrower sends such a payment, Lender may accept it without
      losing any of Lender’s rights under this Note, and Borrower will remain
      obligated to pay any further amount owed to Lender. All written communications
      concerning disputed amounts, including any check or other payment instrument
      that indicates that the payment constitutes “payment in full” of the amount owed
      or that is tendered with other conditions or limitations or as full satisfaction
      of a disputed amount must be mailed or delivered to: NEBRASKA STATE BANK OF
      OMAHA, LAKESIDE BRANCH, 17041 LAKESIDE HILLS PLZ, OMAHA, NE 68130.




**INTEREST
      AFTER DEFAULT.** Upon
      default, including failure to pay upon final maturity, Lender, at its option,
      may, if permitted under applicable law, increase the variable interest rate
      on
      this Note to 25.000% per annum. The interest rate will not exceed the maximum
      rate permitted by applicable law.




**DEFAULT.** Each of
      the following shall constitute and event of default (“Event of Default”) under
      this Note:




**Payment
      Default** .
      Borrower fails to make any payment when due under this Note.




**Other
      Defaults** .
      Borrower fails to comply with or to perform any other term, obligation, covenant
      or condition contained in this Note or in any of the related documents or to
      comply with or to perform any term, obligation, covenant or condition contained
      in any other agreement between Lender and Borrower.




**False
      Statements** .
      Any
      warranty, representation or statement made or furnished to Lender by Borrower
      or
      on Borrower’s behalf under this Note or the related documents is false or
      misleading in any material respect, either now or at the time made or furnished
      or becomes false or misleading at any time thereafter.









**Death
      or Insolvency** .
      The
      dissolution of Borrower (regardless of whether election to continue is made),
      any member withdraws from Borrower, or any other termination of Borrower’s
      existence as a going business or the death of any member, the insolvency of
      Borrower, the appointment of a receiver for any part of Borrower’s property, any
      assignment for the benefit of creditors, any type of creditor workout, or the
      commencement of any proceeding under any bankruptcy or insolvency laws by or
      against Borrower.




**Creditor
      or Forfeiture Proceedings** .
      Commencement of foreclosure or forfeiture proceedings, whether by judicial
      proceeding, self-help, repossession or any other method, by any creditor of
      Borrower or by any governmental agency against any collateral securing the
      loan.
      This includes a garnishment of any Borrower’s accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if there
      is a good faith dispute by Borrower as to the validity of reasonableness of
      the
      claim which is the basis of the creditor or forfeiture proceeding and if
      Borrower gives Lender written notice of the creditor or forfeiture proceeding
      and deposits with Lender monies or a surety bond for the creditor or forfeiture
      proceeding, in an amount determined by Lender, in its sole discretion, as being
      an adequate reserve or bond for the dispute.




**Events
      Affecting Guarantor** .
      Any of
      the preceding events occurs with respect to any Guarantor or any of the
      indebtedness or any Guarantor dies or becomes incompetent, or revokes or
      disputes the validity of, or liability under, any guaranty of the indebtedness
      evidenced by this Note. In the event of a death, Lender, at its option, may,
      but
      shall not be required to, permit the Guarantor’s estate to assume
      unconditionally the obligations arising under the guaranty in a manner
      satisfactory to Lender, an, in doing so, cure any Event of Default.




**Adverse
      Change** .
      A
      material adverse change occurs in Borrower’s financial condition, or Lender
      believes the prospect of payment or performance of this Note is
      impaired.




**Insecurity** .
      Lender
      in good faith believes itself insecure.




**Cure
      Provision** .
      If any
      default, other than a default in payment is curable and if Borrower has not
      been
      given notice of a breach of the same provision of this Note within the preceding
      twelve (12) months, it may be cured if Borrower, after receiving written notice
      from Lender demanding cure of such default: (1) cures the default within twenty
      (20) days; or (2) if the cure requires more than twenty (20) days, immediately
      initiates steps which Lender deems in Lender’s sole discretion to be sufficient
      to cure the default and thereafter continues and completes all reasonable and
      necessary steps sufficient to produce compliance as soon as reasonably
      practical.




**LENDER’S
      RIGHTS.** Upon
      default, Lender may declare the entire unpaid balance on this Note and all
      accrued unpaid interest immediately due, and then Borrower’s will pay that
      amount.




**ATTORNEYS’
      FEES; EXPENSES.** Lender
      may hire or pay someone else to help collect this Note if Borrower does not
      pay.
      Borrower will pay Lender that amount. This includes, subject to any limits
      under
      applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or
      not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy
      proceedings (including efforts to modify or vacate any automatic stay or
      injunction), and appeals. If not prohibited by law, Borrower also will pay
      any
      court costs, in addition to all other sums provided by law.




**GOVERNING
      LAW.**  **This
      note will be governed by federal law applicable to Lender and, to the extent
      not
      preempted by federal law, the laws of the State of Nebraska without regard
      to
      its conflicts of law provisions. This Note has been accepted by Lender in the
      State of Nebraska.**




**CHOICE
      OF VENUE.** If
      there
      is a lawsuit, Borrower agrees upon Lender’s request to submit to the
      jurisdiction of the courts of DOUGLAS County, State of Nebraska.




**RIGHT
      OF SETOFF.** To
      the
      extent permitted by applicable law, Lender reserves a right of setoff in all
      Borrower’s accounts with Lender (whether checking, savings, or some other
      account). This includes all accounts Borrower holds jointly with someone else
      and all accounts Borrower may open in the future. However, this does not include
      any IRA or Keogh accounts, or any trust accounts for which setoff would be
      prohibited by law. Borrower authorizes Lender, to the extent permitted by
      applicable law, to charge or setoff all sums owing on the indebtedness against
      any and all such accounts.




**COLLATERAL.** Borrower
      acknowledges this Note is secured by COMMERCIAL SECURITY AGREEMENT AND
      GUARANTIES DATED AUGUST 12, 2005.




**LINE
      OF CREDIT.** This
      Note evidences a revolving line of credit. Advances under this Note may be
      requested either orally or in writing by Borrower or







**PROMISSORY
      NOTE**


**Loan
      No. 22990-01**  **(Continued)** **Page
      2**







as
      provided in this paragraph. Lender may, but need not, require that all oral
      requests be confirmed in writing. All communications, instructions, or
      directions by telephone or otherwise to Lender are to be directed to Lender’s
      office shown above. The following person currently is authorized to request
      advances and authorize payments under the line of credit until Lender receives
      from Borrower, at Lender’s address shown above, written notice of revocation of
      his or her authority: **KEITH
      R. FEILMEIER** .
      Borrower agrees to be liable for all sums either: (A) advanced in accordance
      with the instructions of an authorized person or (B) credited to any of
      Borrower’s accounts with Lender. The unpaid principal balance owing on this Note
      at any time may be evidenced by endorsements on this Note or by Lender’s
      internal reports, including daily computer print-outs. Lender will have no
      obligation to advance funds under this Note if: (A) Borrower or any guarantor
      is
      in default under the terms of this Note or any agreement that Borrower or any
      guarantor has with Lender, including any agreement made in connection with
      the
      signing of this Note; (B) Borrower or any guarantor ceases doing business or
      is
      insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit/modify
      or revoke such guarantor’s guarantee of this Note or any other loan with Lender;
      (D) Borrower has applied funds provided pursuant to this Note for purposes
      other
      than those authorized by Lender; or (E) Lender in good faith believes itself
      insecure.




**SUCCESSOR
      INTERESTS.** The
      terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs,
      personal representatives, successors and assigns, and shall inure to the benefit
      of Lender and its successors and assigns.




**GENERAL
      PROVISIONS.** This
      Note is payable on demand. The inclusion of specific default provisions or
      rights of Lender shall not preclude Lender’s right to declare payment of this
      Note on its demand. Lender may delay or forgo enforcing any of its rights or
      remedies under this Note without losing them. Borrower and any other person
      who
      signs, guarantees or endorses this Note, to the extent allowed by law, waive
      presentment, demand for payment, and notice of dishonor. Upon any change in
      the
      terms of this Note, and unless otherwise expressly stated in writing, no party
      who signs this Note, whether as maker, guarantor, accommodation maker or
      endorser, shall be released from liability. All such parties agree that Lender
      may renew or extend (repeatedly and for any length of time) this loan or release
      any party or guarantor or collateral; or impair, fail to realize upon or perfect
      Lender’s security interest in the collateral; and take any other action deemed
      necessary by Lender without the consent of or notice to anyone. All such parties
      also agree that Lender may modify this loan without the consent of or notice
      to
      anyone other than the party with whom the modification is made. The obligations
      under this Note are joint and several.




**PRIOR
      TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
      NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
      TERMS OF THE NOTE.**




**BORROWER
      ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY
      NOTE.**




**BORROWER:**




**GABRIEL
      TECHNOLOGIES, LLC**




**GABRIEL
      TECHNOLOGIES CORP., Manager of GABRIEL TECHNOLOGIES, LLC**





**By:
      __________________________________________________________**


**KEITH
      R. FEILMEIER, President of GABRIEL**


**TECHNOLOGIES
      CORP.**








**LENDER:**





**NEBRASKA
      STATE BANK OF OMAHA**





**X
      ________________________________________________**


BRUCE
      CRAMER, Senior Vice President