EXHIBIT
        2.4
 
 
 
 
 
 **Asset
        Purchase Agreement**
 
 **By
        And Among**
 
 **Gabriel
        Technologies Corporation,**
 
 **Trace
        Technologies, LLC**
 
 **As
        Purchaser,**
 
 **and**
 
 **CSI
        Wireless LLC**
 
 **As
        Seller**
 
 **Dated
        As Of July 25, 2006**
 
 
  
   **TABLE
        OF CONTENTS**
 
 Page
 
 
 ARTICLE
                  I PURCHASE AND SALE
              1ARTICLE
                  II REPRESENTATIONS AND WARRANTIES OF SELLER
              6ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF PURCHASER
              9ARTICLE
                  IV ADDITIONAL AGREEMENTS
              10ARTICLE
                  V CLOSING CONDITIONS
              14ARTICLE
                  VI INDEMNIFICATION
              16ARTICLE
                  VII MISCELLANEOUS
              19
 SCHEDULES
 
 EXHIBITS
 
 
  -i-
   **ASSET
        PURCHASE AGREEMENT**
 
 ASSET
        PURCHASE AGREEMENT (this “ Agreement ”),
        dated
        as of July 25, 2006, among Trace Technologies, LLC, a
        Nevada
        LLC (“ Purchaser ”),
        Gabriel Technologies Corporation, a Delaware corporation (" Gabriel ")
        and
        CSI Wireless LLC, a Delaware LLC (“ Seller ”).
        Certain capitalized terms used in this Agreement are defined in Exhibit
        A .
 
 W
        I T
        N E S S E T H :
 
 WHEREAS ,
        Seller
        desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
        all
        of Seller’s assets and technology used or useful in connection with the design,
        production, manufacture, enhancement, and support of Seller’s telematics device
        known as "Onyx", a portable, wireless, assisted GPS tracking device based
        on
        ReFLEX wireless technology and SnapTrack assisted GPS technology (the
        " Device ").
 
 NOW,
        THEREFORE, in consideration of the mutual benefits to be derived from this
        Agreement and of the representations, warranties, conditions, agreements
        and
        promises contained herein and other good and valuable consideration, the
        receipt
        and sufficiency of which are hereby acknowledged, the parties hereto, intending
        to be legally bound, hereby agree as follows:
 
 ARTICLE
        I
 PURCHASE
        AND SALE
 
 1.1  Purchase
        and Sale of Assets .
        Pursuant to the terms and subject to the conditions of this Agreement, at
        the
        Closing (as defined in Section
        1.3 )
        Seller
        shall sell, convey, transfer and assign to Purchaser, free and clear of all
        mortgages, liens, charges, claims, pledges or other encumbrances (“ Liens ”),
        and
        Purchaser shall purchase from Seller, the Purchased Assets (as defined in Section
        1.2 ) .
 
 1.2  Purchased
        Assets .
 
 (a)  The
        term
“ Purchased
        Assets ”
means
        all of Seller’s right, title and interest in and to the Device and the assets,
        technology, rights, and privileges used, held, owned, or licensed by Seller
        in
        connection with the design, manufacture, enhancement and support of the Device,
        including, without limitation:
 
 (i)  the
        Onyx
        Manufacturing Package;
 
 (ii)  the
        Onyx
        Capital Assets;
 
 (iii)  the
        LT-501 Inventory;
 
 (iv)  the
        Autonomous Device;
 
 (v)  the
        ASP
        System;
 
 (vi)  all
        permits, licenses, franchises, approvals, consents, registrations, clearances,
        variances, exemptions, orders, certificates or authorization by or of any
        Governmental Authority held or used in connection with the Device (“ Permits ”),
        and
        all applications for Permits, together with any renewals, extensions, and
        modifications thereof and additions thereto;
  A-1
  (vii)  all
        claims, counterclaims, credits, causes of action, rights of recovery, and
        rights
        of indemnification or setoff against third parties and other claims to the
        extent they arise out of or relate to the Device and all other intangible
        property rights which relate to Device and/or the design, manufacture,
        enhancement, sale, license, or support of the Device;
 
 (viii)  all
        right, title, and interest of Seller in, to, and under all trademarks, trade
        names, service marks, (including without limitation the Trademark), labels,
        logos, technology, software, firmware, data, licenses, patents, patent
        applications, patent licenses, trademark applications, copyright applications,
        computer software licenses, copyright, moral rights, know-how, trade secrets,
        and product designs and documentation and any other intellectual property
        used
        in connection with the Device and any derivative of the foregoing, together
        with
        all registrations and applications relating to, and goodwill associated
        therewith or connected with the use thereof, the foregoing, and any right
        to
        recovery for any infringement thereof (including without limitation past
        infringement); and
 
 (ix)  all
        Seller’s right, title and interest in, to, and under or pursuant to all
        warranties, representations and guarantees made by suppliers, manufacturers
        and
        contractors in connection with products sold or services provided to Seller
        for
        or in connection with the Device;
 
 For
        the
        avoidance of doubt, the Parties agree that Purchaser is not assuming and
        has no
        responsibility for any liabilities, obligations, or indebtedness of Seller,
        regardless of whether such liabilities are related to the Purchased Assets,
        arise as a result of the transactions contemplated by this Agreement, or
        are
        otherwise related to the Seller’s business in any manner.
 
 1.3  Closing .
        Subject
        to the conditions of this Agreement, the consummation of the transactions
        contemplated by this Agreement (the “ Closing ”)
        shall
        take place at the offices of Burnet, Duckworth & Palmer LLP, 1400, 350 -
        7 th Avenue
        S.W., Calgary, Alberta, at 10:00 a.m . local
        time on August 4, 2006, or such other time and place as Purchaser and Seller
        may
        agree to in writing (such date of the Closing hereinafter referred to as
        the
“ Closing
        Date ”)
        and
        shall be deemed to be effective as of 12:01 am on the Closing Date.
 
 1.4  Purchase
        Price .
        In
        consideration of the sale of the Purchased Assets and Seller’s other covenants
        and obligations hereunder, Purchaser shall pay a cash purchase price in an
        aggregate amount of $825,000 (the “ Cash
        Purchase Price ”),
        specifically:
 
 (a)  $125,000
        into escrow upon execution of this Agreement (the "Deposit");
 
 (b)  $325,000
        into escrow at Closing;
 
 (c)  $125,000
        by way of a promissory note (the promissory notes described in Sections 1.4
        (c)
        and (d), collectively referred to as " Promissory
        Notes "),
        due
        and payable ninety (90) days after the Closing Date in the form attached
        hereto
        as Exhibit C-1; and
 
 (d)  $250,000
        by way of a promissory note, due and payable one hundred and eighty (180)
        days
        after the Closing Date in the form attached hereto as Exhibit
        C-2.
  A-2
  1.5  Gabriel
        Shares .
        As
        additional consideration, Gabriel shall issue to Seller at Closing, that
        number
        of common shares of Gabriel resulting from dividing $145,000.00 by the closing
        price of Gabriel shares on the NASD OTCBB on the day prior to the Closing
        Date
        (with such common shares being issued under this Section 1.5 being referred
        to
        as the " Gabriel
        Shares "
        for
        purposes of this Agreement, including without limitation the attachments,
        exhibits, and schedules thereto), calculated as at the Closing Date, subject
        to
        registration within one hundred and eighty (180) days of the Closing
        Date.
 
 1.6  All
        payments to be made under Section
        1.4 shall be
        paid by wire transfer of same day funds to an account at a financial institution
        designated by the payee to the payor in writing.
 
 1.7  Security
        for Purchase Price. As
        security for the payment of that portion of the Purchase Price represented
        by
        the Promissory Notes, Gabriel hereby agrees to pledge, in accordance with
        and
        under the terms of a Share Pledge Agreement in the form set out in Exhibit
        F
        attached hereto (the " Share
        Pledge Agreement "),
        that
        number of common shares of Gabriel resulting from dividing $375,000.00 by
        the
        closing price of Gabriel shares on the NASD OTCBB on the day prior to the
        Closing Date (the " Pledged
        Shares ").
        For
        the avoidance of doubt, if the Purchaser fails to perform its obligations
        under
        the Promissory Notes, the Seller shall only be entitled to retain that number
        of
        Pledged Shares representing any unpaid amounts owed to Seller under the
        Promissory Notes as of the date of any default thereunder and Seller agrees
        to
        immediately return to Gabriel any such Pledged Shares not representing such
        unpaid amounts.
 
 1.8  Cancellation
        of Technology Development and Manufacturing Agreement .
        As
        further consideration for entering into this Agreement, the Seller and Purchaser
        agree to terminate and cancel the Technology Development and Manufacturing
        Agreement, dated February 4, 2004, between Locate Networks, Inc. and the
        Seller,
        which agreement was subsequently assigned to the Purchaser pursuant to an
        assignment agreement dated August 11, 2004 between the Purchaser and Locate
        Networks, Inc., and to effect such termination, the Seller and Purchaser
        shall
        execute and deliver at Closing a Termination Agreement in the form set out
        in
        Exhibit G (the " Termination
        Agreement ").
 
 1.9  Purchase
        Order .
        Purchaser shall order 1,500 units of the Device at Closing at $209/unit using
        the Seller's standard purchase order form (the " Purchase
        Order ")
        as
        such standard form is modified below. For purposes of this Agreement, the
        units
        of the Device ordered under the Purchase Order are defined herein as the
        “ Units ”.
        Such
        Purchase Order shall be in accordance with the delivery, payment, and warranty
        terms and conditions as more particularly set out in Exhibit H attached hereto.
        The parties agree that in lieu of Seller providing typical warranties or
        representations regarding the Units sold to the Purchaser pursuant to the
        Purchase Order, Seller shall provide to Purchaser additional Units equal
        to 5%
        of the total number of Units purchased by the Purchaser pursuant to the
        Purchaser Order, for a total number of Units to be delivered under the
        transactions contemplated by the Purchase Order to be 1,575. The Purchase
        Order
        shall be secured by a Letter of Credit for 2/3 of the Purchase Order's amount
        (" Letter
        of Credit "),
        which
        may be drawn down upon by Seller upon the condition that the Units are received
        by Purchaser's designated carrier at the Delivery Point (as defined
        below).
 
 The
        Purchase Order and Letter of Credit shall be delivered by Purchaser to Seller
        at
        Closing. The remaining 1/3 of the amount owed by Purchaser under the Purchase
        Order shall be payable by Purchaser within thirty (30) days of the date of
        delivery by Seller to the Delivery Point (as defined below). All right, title
        and interest in and to the Units manufactured pursuant to the Purchase Order
        shall transfer to the Purchaser when all such Units have been transported
        from
        the Seller's manufacturing facility in Juarez, Mexico and shipped FCA the
        Purchaser's carrier's destination location in El Paso, Texas (the " Delivery
        Point ").
        Delivery shall occur and risk of loss shall pass to Purchaser upon receipt
        by
        Purchaser's designated carrier of the Units at the Delivery Point. Carriage
        and
        insurance from the Delivery Point shall be at Purchaser's sole risk and expense
        and any claim for loss or damage in transit shall be against the carrier
        only.
 
  A-3
  1.10  Manufacturing
        Knowledge Transfer .
        Purchaser shall have the right to appoint an employee to participate in the
        manufacturing of the Units by the Seller pursuant to the Purchase Order
        described in Section 1.9 in order to learn the manufacturing process of the
        Units and, as applicable, the Devices. After delivery of the Units pursuant
        to
        the Purchase Order, Purchaser may engage Seller for further manufacturing
        support with respect to the Seller's current contract manufacturer as at
        the
        date of this Agreement, at the rate of $150/person/hour plus materials and
        expenses for a period ending December 31, 2006. Purchaser shall be responsible
        for all of its out-of-pocket expenses in connection with this Section, including
        without limitation, all travel and living expenses. In addition, Seller shall
        introduce Purchaser to Seller's contract manufacturer representative, in
        order
        for Purchaser to enter into negotiations with the contract manufacturer
        regarding continued support and manufacturing of the Devices with Purchaser.
        While Seller agrees to use its reasonable commercial efforts to facilitate
        a
        continuing relationship between such contract manufacturer and Purchaser,
        Purchaser acknowledges and agrees that Seller does not guarantee that the
        contract manufacturer will contract with Purchaser to manufacture further
        Devices for Purchaser.
 
 1.11  Knowledge
        Training .
        Seller
        shall train the Purchaser regarding the Purchased Assets for a total of six
        (6)
        days at any time, whether consecutive or otherwise, during the three month
        period commencing on the date of this Agreement (the " Three
        Month Period "),
        not
        to exceed past December 31, 2006, at the Seller's offices located in Calgary,
        Alberta, Canada. Purchaser may request further training beyond the initial
        six
        (6) days, provided that such additional training shall be charged to the
        Purchaser at a rate of $150/person/hour plus materials and expenses; and
        provided that such additional training shall only be offered for a period
        ending
        December 31, 2006. Each party shall be responsible for all of its respective
        out-of-pocket expenses in connection with any training pursuant to this Section
        1.11, including without limitation, all travel and living expenses.
 
 1.12  PDI
        Protocol .
        In
        connection with the purchase and sale of the Purchased Assets, the Seller
        hereby
        grants to the Purchaser a royalty-free, non-exclusive, worldwide, perpetual
        right and license to use, modify, copy and enhance the Seller's proprietary
        PDI
        Protocol (as defined in Exhibit A) solely in connection with the design,
        manufacture, sale, enhancement, and support of the Device, the incorporation
        of
        the PDI Protocol into Devices, and the development, manufacture, sale,
        enhancement, and modification of other products created by the Purchaser
        that
        incorporate or use the PDI Protocol. All such modifications and enhancements
        to
        the PDI Protocol created by Purchaser shall be owned by the Purchaser. Purchaser
        shall not sell, assign, sublicense, rent, lease, grant a security interest
        in,
        or otherwise transfer any right in the PDI Protocol or distribute or network
        any
        portion of the PDI Protocol other than in connection with its sale, assignment,
        sublicense, rent, lease, use as security, or otherwise in connection with
        its
        incorporation into and or use in connection with a Device. Notwithstanding
        the
        foregoing, Purchaser may assign its right and license in and to the PDI Protocol
        pursuant to Section 7.12 herein.
 
 1.13  Purchase
        Price Allocation .
        The
        Purchase Price shall be allocated among the Purchased Assets in a manner
        to be
        determined by Purchaser and the Seller, each acting reasonably, on or before
        Closing, which allocation shall be consistent with Section 1060 of the Internal
        Revenue Code (the “ Purchase
        Price Allocation ”).
        Each
        of the parties hereto agrees to be bound by the Purchase Price Allocation
        and
        will not take a position on any Tax Return before any Governmental Authority
        charged with the collection of any Tax or in any judicial proceeding that
        is in
        any way inconsistent with the Purchase Price Allocation and will cooperate
        with
        each other in timely filing Forms 8594 with the IRS consistent with such
        allocation. In the event that the Purchase Price Allocation is disputed by
        any
        Governmental Authority, the party receiving notice of the dispute shall promptly
        notify the other party hereto in writing of such notice and resolution of
        the
        dispute .
 
  A-4
  1.14  Procedures
        for Certain Purchased Assets Not Freely Transferable .
 
 (a)  If
        any
        property or right (other than the Permits as set forth below) included in
        the
        Purchased Assets is not assignable or transferable to Purchaser either by
        virtue
        of the provisions thereof or under any Law applicable to Seller or Seller’s
        properties or assets without the consent of one or more third persons (each,
        a
“ Non-Assignable
        Right ”),
        Seller shall use its reasonable commercial efforts, at Seller’s sole cost and
        expense, to obtain such consents after the execution of this Agreement until
        such consent is obtained. If any such consent in respect of a Non-Assignable
        Right cannot be obtained prior to the Closing Date and the Closing nevertheless
        occurs, (i) this Agreement and the related instruments of transfer shall not
        constitute an assignment or transfer thereof, but (A) Seller shall use its
        reasonable commercial efforts to obtain such consent as soon as possible
        after
        the Closing Date, (B) Purchaser shall cooperate, to the extent commercially
        reasonable, with Seller in Seller’s efforts to obtain such consents; and (C)
        Seller shall use its reasonable commercial efforts to obtain for Purchaser
        substantially all of the practical benefit and burden of such property or
        rights, including by (1) entering into appropriate and reasonable alternative
        arrangements on terms mutually agreeable to Purchaser and Seller and (2)
        subject
        to the consent and control of Purchaser, enforcement, at the cost and for
        the
        account of Seller, of any and all rights of Seller against the other party
        thereto arising out of the breach or cancellation thereof by such other party
        or
        otherwise.
 
 (b)  If
        any of
        the Permits included in the Purchased Assets is not assignable or transferable,
        this Agreement and the related instruments of transfer shall not constitute
        an
        assignment or transfer thereof, and Seller shall cooperate with Purchaser
        in its
        efforts to obtain a replacement Permit issued in Purchaser’s name. If any
        replacement Permit cannot be obtained prior to the Closing Date and the Closing
        occurs, Seller agrees to allow Purchaser to operate under its Permits if
        permitted by applicable Laws or applicable Governmental Authorities for a
        period
        of up to 90 days after the Closing (or such longer period as may be reasonably
        necessary for Purchaser and permitted by applicable laws and Governmental
        Authorities, using its commercially reasonable efforts, to obtain the
        replacement Permits).
 
 1.15  Deposit
 
 The
        Deposit shall be held in escrow by the Seller's solicitor upon terms and
        conditions as agreed to by the parties and the Seller's solicitor, including
        without limitation, the following terms:
 
 (a)
        If
        the transactions contemplated in this Agreement are closed at Closing, the
        Deposit shall be applied to the Cash Purchase Price;
 
 (b)
        If
        the transactions contemplated in this Agreement are not consummated due to
        the
        fault of the Purchaser, Seller shall be entitled to keep the
        Deposit;
 
 (c)
        If
        the transactions contemplated in this Agreement are not consummated due to
        the
        fault of the Seller, the Deposit shall be returned to the Purchaser
        forthwith;
 
 (d)
        If
        the transactions contemplated in this Agreement are not consummated due to
        no
        fault of the Purchaser and Seller, the Deposit shall be returned to Purchaser;
        and
 
 (e)
        If a
        dispute arises in connection with the Deposit, the parties shall resolve
        the
        dispute by arbitration pursuant to Section 7.14 and the Seller's solicitors
        shall retain the deposit, which shall be placed on deposit at a reputable
        financial institution with interest, until a final resolution of the matter
        is
        reached by the Arbitration Panel pursuant to Section 7.14.
 
  A-5
  1.16  ASP
        System License
 
 Purchaser
        shall grant to Seller a non-exclusive, royalty-free license to use the ASP
        System and receive updates and upgrades from Purchaser solely for the purposes
        of assisting, and only to the extent necessary for the providing of such
        assistance, the Purchaser in the manufacture and use of the Purchased Assets
        pursuant to Sections 1.10 and 1.11. The license described in this Section
        shall
        terminate upon the earlier of: (1) Seller's fulfillment of Seller's obligations
        under Sections 1.10 and 1.11 or (ii) December 31, 2006.
 
 ARTICLE
        II
 REPRESENTATIONS
        AND WARRANTIES OF
        SELLER
 
 2.1  Seller
        makes the following representations and warranties set forth in this Article
        II to
        Purchaser, as of the date hereof, and again at and as of the Closing
        Date:
 
 (a)  Warranty
        of Ownership . Except
        as set forth on Schedule
        2.1(a) (the "Permitted
        Liens") ,
        Seller
        is the sole owner of and has good and marketable title and interest to all
        of
        the Purchased Assets, free and clear of all Liens, and the Purchased Assets
        are
        not subject to any restrictions or limitations on use or otherwise. The Seller
        has not taken any actions to assign, transfer or encumber the Purchased Assets
        in any manner. The Seller is not legally bound by any agreements or obligations
        relating to the Purchased Assets or under which the occurrence of the Closing
        could (i) obligate the Seller or the Purchaser to license or otherwise
        grant rights to any other person in the Purchased Assets (whether owned or
        used
        by the Seller or Purchaser), (ii) result in a claim against or Lien on the
        Purchased Assets, or (iii) otherwise increase any burdens or decrease any
        rights relating to the Purchased Assets. No other person has any interest
        in, or
        right or claim to, the Purchased Assets or any part thereof.
 
 (b)  Conflicts;
        Consents .
        Except
        as set forth on Schedule
        2.1(b) ,
        none of
        the execution and delivery of this Agreement, the consummation of the
        transactions contemplated hereby, nor compliance by Seller with any of the
        provisions hereof (as well as all other instruments, agreements, certificates
        or
        other documents contemplated hereby) does or will (i) conflict with or result
        in
        a breach of, or require any consent or approval under, the charter or by-laws
        of
        Seller, (ii) violate any Law, or (iii) result in the creation or imposition
        of any claim, lien or encumbrance on the Purchased Assets. Except as set
        forth
        on Schedule
        2.1(b) ,
        no
        consent or approval by, or any notification of or filing with, any Governmental
        Authority or any other person or entity is required in connection with the
        execution, delivery and performance by Seller of this Agreement or the
        consummation of the transactions contemplated hereby.
 
 (c)  Intellectual
        Property.
 
 (i)  Schedule
        2.1(c) and
        Exhibit E set forth a true, accurate, and complete list of all of the following
        used in or for or otherwise necessary with respect to the design, development,
        manufacture, sale, license, enhancement, and support of the Device: computer
        software (other than general commercial software), firmware, data, patents,
        patent applications, patent licenses, trademarks, trademark applications,
        service marks, trade names, copyrights, copyright applications, trade secrets,
        know how, technology, computer software licenses, and other intellectual
        property and proprietary rights, and documentation thereof. Schedule
        2.1(c) sets
        forth the registration numbers for any of the foregoing intellectual property
        rights that have been registered by Seller. Except as set forth on Schedule
        2.1(c) ,
        Seller
        (A) owns, or possesses legally enforceable rights under valid agreements,
        to use
        in the manner that they currently use, each of the foregoing items of
        intellectual property and all inventions, processes, designs, formulae, trade
        secrets and know-how necessary for the design, manufacture, enhancement and
        support of the Device, without the payment of any royalty or similar payment,
        and (B) has not granted to any third party any rights to use any of the
        foregoing intellectual property rights of Seller;
  A-6
  (ii)  To
        Seller’s Knowledge and except as set forth in Schedule 2.1(c), neither the
        conduct of Seller’s business nor the Seller’s creation, use, license or other
        transfer of the Purchased Assets infringe upon or misappropriate the
        intellectual property rights of any person or entity nor has Seller received
        any
        notice or claim that any other person or entity claims a right or interest
        in
        the Purchased Assets. The Seller has not received notice of any pending or
        threatened legal proceeding or any allegation or claim in which any person
        alleges: (A) that the Seller, the Seller’s business or the Purchased Assets has
        violated any person’s intellectual property rights, or (B) a challenge to the
        legality, validity or enforceability of any of the intellectual property
        included within the Purchased Assets;
 
 (iii)  Except
        as
        disclosed on Schedule
        2.1(c) ,
        to
        Seller's Knowledge, Seller owns all of its formulas, processes, designs and
        other confidential information used in connection with the Device that confers
        a
        commercial advantage to Seller as a result of its confidential status
        (“ Trade
        Secrets ”).
        All
        Trade Secrets were developed internally by Seller through bona fide business
        practices or were acquired by purchase from others. To Seller’s Knowledge, no
        intentional or inadvertent disclosure of any Trade Secret has occurred, whether
        through negligence, corporate espionage, or otherwise, and to Seller’s
        Knowledge, the Trade Secrets have not been independently discovered by any
        competitor;
 
 (iv)  Except
        as
        set forth on Schedule
        2.1(c) ,
        Seller
        has taken commercially reasonable steps to (A) maintain the confidentiality
        of
        all Trade Secrets and other proprietary inventions, technical data, customer
        and
        supplier lists and information pertaining to the Devices and (B) backup and
        maintain in secure places copies of all databases, computer programs, and
        other
        electronically stored information material to Seller’s manufacture of the
        Device;
 
 (d)  Investment
        Representations
 
 (i)  Seller
        understands that the Gabriel Shares and the Pledged Shares, if applicable,
        are
        being offered and sold pursuant to a private placement exemption from
        registration contained in the Securities Act based in part upon Seller’s
        representations contained in this Section 2.1(d);
 
 (ii)  Seller
        is
        an accredited investor within the meaning of Regulation D under the Securities
        Act and is acquiring the Gabriel Shares and the Pledged Shares, if applicable,
        for its own account for investment only, and not with a view towards their
        distribution. Seller, by reason of its management’s, business or financial
        experience, has the capacity to protect its own interests in connection with
        the
        transactions contemplated by this Agreement;
 
 (iii)  Seller
        understands that it must bear the economic risk of the Gabriel Shares and
        the
        Pledged Shares, if applicable, indefinitely unless its Gabriel Shares and
        the
        Pledged Shares, if applicable, are registered pursuant to the Securities
        Act, or
        an exemption from registration is available. Seller understands that there
        is no
        assurance that any exemption from registration under the Securities Act will
        be
        available and that, even if available, such exemption may not allow Seller
        to
        transfer all or any portion of the Gabriel Shares and the Pledged Shares,
        if
        applicable, under the circumstances, in the amounts or at the times Seller
        might
        propose;
 
 (iv)  Seller
        has been advised or is aware of the provisions of Rule 144, which permits
        limited resale to the public in the United States of shares purchased in
        a
        private placement subject to the satisfaction of certain conditions, including,
        among other things: the availability of certain current public information
        about
        Purchaser, the resale occurring following the required holding period under
        Rule
        144 and the number of shares being sold during any three-month period not
        exceeding specified limitations;
  A-7
  (e)  Brokers .
        No
        agent, broker, investment banker or any other Person acting on Seller’s behalf
        or under Seller’s authority is or will be entitled to any broker’s or finder’s
        fee or any other commission or similar fee directly or indirectly from any
        of
        the parties hereto in connection with any of the transactions contemplated
        hereby ;
 
 (f)  Judgments .
        There
        are no judgments, liens, actions or proceedings pending, or to the knowledge
        of
        Seller threatened, against the Seller or the Purchased Assets anywhere, which
        would adversely affect the Purchased Assets, or the transactions contemplated
        hereunder. There is no legal proceeding, order, agreement or other arrangement
        that prohibits or restricts the Seller from any use of the Purchased
        Assets;
 
 (g)  No
        Pending Disputes. There
        are no pending disputes between the Seller and any other person relating
        to the
        Purchased Assets;
 
 (h)  No
        Violation of the Seller’s Rights .
        To the
        knowledge of the Seller, no person has used, infringed or misappropriated
        any of
        the Purchased Assets. Immediately after the Closing, the Purchaser will have
        sole rights to bring actions for infringement or misappropriation of the
        Purchased Assets. The Seller has not commenced or threatened any legal
        proceeding, or asserted any allegation or claim, against any person for
        infringement or misappropriation of the Purchased Assets or breach of any
        agreement involving the Purchased Assets;
 
 (i)  Transfer .
        At the
        Closing, the Seller will transfer and assign good and marketable title and
        interest in and to the Purchased Assets to the Purchaser free and clear of
        any
        claims, Liens or liabilities of every nature. Immediately after the Closing,
        the
        Buyer will be the sole owner of, and will have valid title to, the Purchased
        Assets, and will have the full right to use, license and transfer the Purchased
        Assets in the same manner and on the same terms that the Seller had immediately
        prior to the Closing;
 
 (j)  Unauthorized
        Actions .
        Seller
        will not take any action prior to or after the execution of this Agreement
        which
        would in any manner interfere with the carrying out of the transactions
        contemplated by this Agreement; and
 
 (k)  Organization,
        Authority and Binding Agreement .
        Seller
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of Delaware. Seller is qualified to do business as a foreign corporation
        in
        each other jurisdiction in which the nature of its business or ownership
        of its
        assets requires. Seller has full corporate power to execute and deliver this
        Agreement and to perform its obligations hereunder. This Agreement has been
        duly
        authorized by Seller’s board of directors and authorization by Seller’s
        stockholders is not required. This Agreement has been duly executed and
        delivered by Seller and is the valid and binding obligation of Seller,
        enforceable against it in accordance with its terms, subject to bankruptcy,
        insolvency, fraudulent transfer, reorganization, moratorium and other laws
        of
        general applicability relating to or affecting creditors’ rights and to general
        equity principles.
  A-8
  ARTICLE
        III
 REPRESENTATIONS
        AND WARRANTIES OF PURCHASER AND
        GABRIEL
 
 3.1  Purchaser
        Representations and Warranties
 
 Purchaser
        makes the following representations and warranties set forth in this Article
        III to
        Seller, as of the date hereof, and again at and as of the Closing
        Date :
 
 (a)  Organization,
        Standing and Power .
        Purchaser is a limited liability company duly organized, validly existing
        and in
        good standing under the laws of the State of Nevada. Purchaser has full power
        and authority to own, lease and operate its properties and to carry on its
        business as now being conducted.
 
 (b)  Authority;
        Binding Agreement .
        Purchaser has full corporate power and authority to execute and deliver this
        Agreement and to perform its obligations hereunder. This Agreement has been
        duly
        authorized, executed and delivered by Purchaser and is its valid and binding
        obligation, enforceable against it in accordance with its terms, subject
        to
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
        other laws of general applicability relating to or affecting creditors’ rights
        and to general equitable principles.
 
 (c)  Conflicts;
        Consents .
        Neither
        the execution and delivery of this Agreement, the consummation of the
        transactions contemplated hereby, nor compliance by Purchaser with any of
        the
        provisions hereof (as well as all other instruments, agreements, certificates
        or
        other documents contemplated hereby) will (i) conflict with or result in
        a
        breach of Purchaser’s charter, by-laws or other constitutive documents,
        (ii) conflict with or result in a default (or give rise to any right of
        termination, cancellation, acceleration or modification) under any of the
        provisions of any note, bond, lease, mortgage, indenture, license, franchise,
        Permit, agreement or other instrument or obligation to which Purchaser is
        a
        party, or by which Purchaser or its properties or assets, may be bound or
        affected, except for such conflict, breach or default as to which requisite
        waivers or consents shall be obtained before the Closing, or (iii) violate
        any Law applicable to Purchaser or its properties or assets. No consent or
        approval by, or any notification of or filing with, any governmental authority
        or body is required in connection with the execution, delivery and performance
        by Purchaser of this Agreement or the consummation of the transactions
        contemplated hereby.
 
 (d)  Brokers .
        No
        agent, broker, investment banker or other Person acting on Purchaser’s behalf or
        under Purchasers’ authority is or will be entitled to any broker’s or finder’s
        fee or any other commission or similar fee directly or indirectly from any
        of
        the parties hereto in connection with any of the transactions contemplated
        hereby .
 
 3.2  Gabriel
        Representations and Warranties
 
 (a)  Organization,
        Standing and Power .
        Gabriel
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Delaware. Gabriel has full corporate power and authority
        to
        own, lease and operate its properties and to carry on its business as now
        being
        conducted.
 
 (b)  Authority;
        Binding Agreement .
        Gabriel
        has full corporate power and authority to execute and deliver this Agreement
        and
        to perform its obligations hereunder. This Agreement has been duly authorized,
        executed and delivered by Gabriel and is its valid and binding obligation,
        enforceable against it in accordance with its terms, subject to bankruptcy,
        insolvency, fraudulent transfer, reorganization, moratorium and other laws
        of
        general applicability relating to or affecting creditors’ rights and to general
        equitable principles.
  A-9
  (c)  SEC
        Reports .
        Gabriel
        has on a timely basis filed all forms, reports and documents required to
        be
        filed by it with the United States Securities and Exchange Commission (the
        “ SEC ”)
        since
        March 31, 2006 (the “ SEC
        Reports ”).
        All
        SEC Reports (x) were prepared in accordance with the requirements of the
        Securities Act and the Exchange Act, as the case may be, and the rules and
        regulations thereunder and (y) did not at the time they were filed with the
        SEC
        contain any untrue statement of a material fact or omit to state a material
        fact
        required to be stated therein or necessary in order to make the statements
        made
        therein, in the light of the circumstances under which they were made, not
        misleading. Gabriel is in compliance with the applicable listing rules of
        NASDAQ
        and the OTCBB and, since March 31, 2006, has not received any notice from
        NASDAQ
        or the OTCBB asserting any non-compliance with such rules.
 
 (d)  Gabriel
        Shares .
        Upon
        delivery of the Gabriel Shares and the Cash Purchase Price by Purchaser in
        the
        manner contemplated in Section
        1.4 and Section
        1.5 ,
        and the
        delivery of the Purchased Assets by Seller to Purchaser, Seller shall acquire
        the beneficial and legal title to the Gabriel Shares, free and clear of all
        Liens, except for restrictions on transfer under United States federal and
        state
        securities laws. All Gabriel Shares will be validly issued, fully paid and
        nonassessable and shall have the benefit of the Registration Rights Agreement
        (as defined in Section 4.12) to be entered into at the Closing.
 
 ARTICLE
        IV
 ADDITIONAL
        AGREEMENTS
 
 4.1  Expenses .
        Each
        party hereto shall bear its own costs and expenses incurred in connection
        with
        the transactions contemplated by this Agreement.
 
 4.2  Conduct
        of Business . From the
        date hereof until the earlier of the termination of this Agreement or the
        Closing Date, except as otherwise expressly permitted by this Agreement or
        except with the other party's prior written consent, Purchaser and Seller
        shall
        operate its respective business in the ordinary course of business.
 
 4.3  Further
        Assurances .
        Each of
        the parties hereto agrees to use all commercially reasonable efforts to take,
        or
        cause to be taken, all action, and to do, or cause to be done, all things
        necessary, proper or advisable under applicable law, to consummate and make
        effective the transactions contemplated by this Agreement as expeditiously
        as
        practicable and to ensure that the conditions to the other party’s obligations
        to close as set forth in Article V hereof
        are satisfied, insofar as such matters are within the control of either of
        them.
        In case at any time after the Closing Date any further action is necessary
        or
        desirable to carry out the purposes of this Agreement, each of the  parties
        to this Agreement shall take or cause to be taken all such necessary action,
        including the execution and delivery of such further instruments and documents,
        as may be reasonably requested by either party for such purposes or otherwise
        to
        complete or perfect the transactions contemplated hereby.
 
 4.4  Public
        Announcement . Until
        the
        Closing, neither Purchaser nor Seller shall issue or cause the dissemination
        of
        any press release or other public announcements or statements with respect
        to
        this Agreement or the transactions contemplated hereby without the consent
        of
        the other party, which consent will not be unreasonably withheld or delayed,
        except as may be required by law or by any listing agreement with a national
        securities exchange or trading market (and in such case shall use all reasonable
        efforts to consult the other party prior to such release or
        statement) ,
        or
        except as otherwise set out in Section 4.11.
  A-10
  4.5  Tax
        Matters .
 
 (a)  Transfer
        Taxes .
        All
        recordation, transfer, documentary, excise, sales, value added, use, stamp,
        conveyance or other similar Taxes, duties or governmental charges, and all
        recording or filing fees or similar costs, imposed or levied by reason of,
        in
        connection with or attributable to the transfer of the Purchased Assets by
        the
        Seller to the Purchaser pursuant to this Agreement or the transactions
        contemplated hereby (collectively, “ Transfer
        Taxes ”)
        shall
        be borne by Purchaser **.** For the
        avoidance of doubt, each party shall be responsible for and shall pay its
        own
        income taxes in connection with the sale of the Purchased Assets pursuant
        to
        this Agreement.
 
 (b)  Cooperation
        and Exchange of Information .
        Each of
        Seller and Purchaser shall in connection with the Purchased Assets (i) provide
        the other with such assistance as may reasonably be requested by the other
        party
        in connection with the preparation of any Tax Return, audit or other examination
        by any taxing authority or judicial or administrative proceeding relating
        to
        liability for Taxes, (ii) retain and provide the other with any records or
        other
        information that may be relevant to such Tax Return, audit or examination,
        proceeding or determination, and (iii) provide the other with any final
        determination of any such audit or examination, proceeding or determination
        that
        affects any amount required to be shown on any Tax Return of the other for
        any
        period.
 
 4.6  Consents
        of Others .
        Prior
        to the Closing, each party shall use commercially reasonable efforts to obtain
        all authorizations, consents and permits required for such party to permit
        the
        consummation of the transactions contemplated hereby, including without
        limitation the consents described on Schedule
        2.1(b) .
        Each
        party shall, at the other's request, cooperate in such efforts; provided , however ,
        that
        such cooperation shall not require either party to accept any material
        modification to the terms of any agreement.
 
 4.7  Notice
        of Developments .
        Seller
        shall give prompt written notice to Purchaser of any material development
        affecting the Purchased Assets, liabilities, business, financial condition,
        prospects, operations or results of operations of Seller in connection with
        the
        Purchased Assets. Purchaser shall give prompt written notice to Seller of
        any
        material development affecting Purchaser's business, and each party hereto
        will
        give prompt written notice to the others of any material development affecting
        the ability of any such parties to consummate the transactions contemplated
        hereby.
 
 4.8  Insurance . Prior to
        Closing, Seller shall use its commercially reasonable efforts to cooperate
        and
        provide information requested by Purchaser in order to facilitate the
        replacement by Purchaser at Closing of Seller’s current insurance
        coverage.
 
 4.9  Post-Closing
        Access and Confidentiality of Information .
        Seller
        acknowledges and agrees that from and after the Closing Date, Purchaser will
        be
        entitled to possession of copies of all documents, books, records, agreements,
        and financial data of any sort relating to
        the Purchased Assets (with all of such documents, books, records, agreements,
        financial data, and any other data or financial information constituting
        or
        relating to the Purchased Assets being defined herein as "Confidential
        Information"); provided , however, that
        Seller, upon reasonable notice to Purchaser, shall be entitled to reasonable
        access to and to make copies of such books and records, or to obtain temporary
        possession of any thereof as necessary for auditing, Tax or litigation purposes,
        at Seller's sole cost and expense . Following the Closing, Seller shall not disclose any Confidential Information
        to
        any other person or use any Confidential Information for any purpose, other
        than
        as required by Law after notice to Purchaser. For purposes of this Section
        4.9 ,
        information that has been publicly disclosed other than by a breach by Seller
        of
        this Agreement shall cease to be Confidential Information.
  A-11
  4.10  Litigation
        Support .
        In the
        event and for so long as any party actively is contesting or defending against
        any charge, complaint, action, suit, proceeding, hearing, investigation,
        claim
        or demand in connection with (i) any transaction contemplated under this
        Agreement or (ii) any fact, situation, circumstance, status, condition,
        activity, practice, plan, occurrence, event, incident, action, failure to
        act or
        transaction on or before the Closing Date involving Seller, each of the other
        parties will cooperate with it and its counsel in the contest or defense,
        make
        available its personnel, and provide such testimony and access to its books
        and
        records as shall be reasonably necessary in connection with the contest or
        defense, all at the sole cost and expense of the contesting or defending
        party
        (unless the contesting or defending party is entitled to indemnification
        therefore under Article
        VI below) .
 
 4.11  No
        Disclosure .
        Each
        party shall keep and cause its affiliates to keep the terms and conditions
        of
        this Agreement, as well as information disclosed to such party under this
        Agreement, confidential, except to the extent required by law and pursuant
        to
        the public reporting obligations of the parties or to attorneys, accountants
        or
        other advisors or in connection with litigation relating to this
        Agreement.
 
 4.12  Registration
        Rights Agreement .
        At the
        Closing, Seller shall enter into a Registration Rights Agreement with Gabriel
        in
        the form of Exhibit
        B (the
“ Registration
        Rights Agreement ”),
        which
        will govern Gabriel's registration obligations with respect to the Gabriel
        Shares.
 
 4.13  Seller
        Closing Documents .
        At
        Closing, Seller shall deliver or cause to be delivered to
        Purchaser:
 
 (a)  a
        duly
        executed bill of sale, in the form attached hereto as Exhibit I;
 
 (b)  assignments
        for any registrations and applications included in the intellectual property
        to
        be assigned pursuant to Section
        1.2(a)(viii) ,
        in such
        form or forms as shall be recordable in all jurisdictions in which such
        registrations have been made or such applications have been filed;
 
 (c)  all
        such
        other deeds, endorsements or other instruments as shall be requested by
        Purchaser to vest in Purchaser good and marketable title to all of the Purchased
        Assets, free and clear of all Liens other than Permitted Liens;
 
 (d)  a
        receipt, in a form satisfactory to Purchaser, acknowledging receipt of the
        portion of Cash Purchase Price payable at Closing in partial satisfaction
        of
        Purchaser’s obligations pursuant to Section
        1.4 ;
 
 (e)  evidence
        acceptable to Purchaser in its sole discretion, that all Liens identified
        on Schedule
        2.1(a) have
        been prior to Closing, or at Closing will be, properly terminated, discharged
        or
        released ;
 
 (f)  a
        certificate of good standing (or equivalent document) in respect of Seller
        certified by an appropriate official in the Seller's jurisdiction of
        incorporation, dated as of a date not more than ten days prior to the Closing
        Date;
 
 (g)  a
        certificate, dated as of the Closing Date, duly executed by an authorized
        officer of Seller certifying that:
 
 (i)  the
        conditions set forth in Sections
        5.1(a) and 5.1(b) have
        been fulfilled;
  A-12
  (ii)  all
        documents to be executed by Seller and delivered at the Closing, including
        all
        documents listed in this Section 4.13, have been executed by a duly authorized
        officer of Seller; and
 
 (iii)  (A)
        Seller’s articles of incorporation and bylaws, including all amendments thereto,
        attached to the certificate are true, correct and complete, (B) such
        organizational documents have been in full force and effect in the form attached
        since the date of the adoption of the resolutions referred to in clause (C)
        below and no amendment to such organizational documents has occurred since
        the
        date of the last amendment annexed thereto, if any, (C) the resolutions adopted
        by Seller’s board of directors authorizing the execution, delivery and
        performance of this Agreement, attached to the certificate, were duly adopted
        by
        unanimous written consent or at a duly convened meeting thereof, at which
        a
        quorum was present and acting throughout, remain in full force and effect,
        and
        have not been amended, rescinded or modified, except to the extent attached
        thereto, and (D) no authorization by any of Seller’s stockholders is required
        for Seller to authorize, execute, deliver or perform this
        Agreement.
 
 (h)  such
        other documents, certificates or instruments as Purchaser may reasonably
        request, and all actions and proceedings hereunder and all documents and
        other
        papers required to be delivered by Seller hereunder or in connection with
        the
        consummation of the transactions contemplated hereby, and all other related
        matters, shall be reasonably acceptable to Purchaser as to their form and
        substance (except as otherwise provided herein) ;
 
 (i)  the
        Termination Agreement, and the Registration Rights Agreement;
 
 (j)  copies
        of
        all third party consents or waivers described in Section  2.1(b) and any
        Permits described in Section 1.2(vi); and
 
 (k)  a
        letter
        from Seller to each of its tooling vendors, copied to the Purchaser, introducing
        the Purchaser to such vendors and confirming the transfer of ownership of
        the
        Purchased Assets to the Purchaser.
 
 4.14  Purchaser/Gabriel
        Closing Documents .
        At
        Closing, Purchaser and Gabriel shall deliver or cause to be delivered to
        Seller:
 
 (a)  copies
        of
        all third party consents or waivers contemplated by Section  3.1(c)
        including any consent required from the NASD OTCBB or the SEC;
 
 (b)  a
        certificate for the Gabriel Shares;
 
 (c)  a
        Certificate of good standing (or equivalent document) in respect of Purchaser
        and Gabriel certified by an appropriate official in each of Purchaser's and
        Gabriel's jurisdiction of incorporation, dated as of the date not more than
        ten
        days prior to the Closing Date;
 
 (d)  a
        certificate, dated as of the Closing Date, duly executed by an authorized
        officer of Purchaser, certifying that;
 
 (i)  the
        conditions set forth in Sections 5.2(a) and (c) have been
        fulfilled;
  A-13
  (ii)  all
        documents to be executed by Purchaser and delivered at Closing, including
        all
        documents listed in this Section 4.14, have been duly executed by a duly
        authorized officer of Purchaser; and
 
 (iii)  (A)
        Purchaser's and Gabriel's Articles of Incorporation and By-laws and such
        other
        constating documents, including all amendments thereto, attached to the
        Certificate are true, correct and complete; (B) Such organizational documents
        have been in full force and effect in the form attached since the date of
        the
        adoption of the resolutions referred to in Clause C below, and no amendment
        to
        such organizational documents has occurred since the date of the last amendment
        annexed thereto, if any; (C) the Resolutions adopted by each of the Purchaser's
        and Gabriel's respective Board of Directors authorizing the execution, delivery
        and performance of this Agreement attached to the Certificate, were duly
        adopted
        by unanimous written consent or at a duly convened meeting thereof, at which
        a
        quorum was present and acting throughout, remain in full force and effect,
        and
        have not been amended, rescinded or modified except to the extent attached
        thereto, and (D) no authorization by any of Seller's or Gabriel's stock holders
        or Purchaser's stockholders is required for Purchaser to authorize, execute,
        deliver or perform this Agreement.
 
 (e)  executed
        copies of the Promissory Notes, Letter of Credit, Purchase Order, Termination
        Agreement, Share Pledge Agreement and Registration Rights Agreement;
 
 (f)  the
        Pledged Shares, registered in the name of the Seller; and
 
 (g)  such
        other documents, certificates or instruments as Seller may reasonably request,
        and all actions and proceedings hereunder and all documents and other papers
        required to be delivered by Purchaser hereunder or in connection with the
        consummation of the transactions contemplated hereby, and all other related
        matters, shall be reasonably acceptable to Seller as to their form and
        substance.
 
 ARTICLE
        V
 CLOSING
        CONDITIONS
 
 5.1  Conditions
        to Obligations of Purchaser .
        Purchaser’s obligations to enter into the Closing are subject to the
        satisfaction, at or prior to the Closing, of the following conditions, unless
        waived by Purchaser:
 
 (a)  Covenants,
        Representations and Warranties .
        Seller’s representations and warranties contained herein shall be true and
        correct as of the date hereof and again at and as of the Closing Date, except
        for any changes resulting from activities or transactions which may have
        taken
        place after the date hereof and which are permitted or contemplated by this
        Agreement and except to the extent that such representations and warranties
        are
        expressly made as of another specified date and, as to such representation,
        the
        same shall be true as of such specified date. Seller shall have performed
        and
        complied in all material respects with all covenants and agreements required
        to
        be performed or complied with by it on or prior to the Closing
        Date.
 
 (b)  Governmental
        Approvals .
        All
        notices, reports, registrations and other filings with, and all consents,
        approvals and authorizations from, any governmental entity shall have been
        made
        or obtained, as the case may be, except for any such filings and approvals
        the
        failure of which to make or obtain would not reasonably be expected to have,
        individually or in the aggregate, a negative effect on the use of the Purchased
        Assets by the Purchaser.
  A-14
  (c)  No
        Injunction .
        No Law
        shall have been enacted, entered, promulgated or enforced by any Governmental
        Authority that prohibits the consummation of all or any part of the transactions
        contemplated by this Agreement and the other agreements, certificates and
        documents delivered in connection herewith, and no action or proceeding shall
        be
        pending or threatened by any Governmental Authority or other Person seeking
        any
        such order or decree or seeking to recover any damages or obtain other relief
        as
        a result of the consummation of such transactions.
 
 (d)  Closing
        Documents .
        Seller
        delivers to Purchaser all Permits, consents and waivers described in Section
        2.1(b), Schedule 2.1(b) and Section 1.2(vi), and the documents described
        in
        Section 4.13, all of which permits, consents, waivers and documents shall
        be
        subject to the approval of the Purchaser, such approval not to be unreasonably
        withheld (except as otherwise set forth in Section 4.13(e)).
 
 5.2  Conditions
        to Obligations of Seller .
        The
        obligations of Seller to perform this Agreement are subject to the satisfaction,
        at or prior to the Closing, of the following conditions, unless waived by
        Seller:
 
 (a)  Covenants,
        Representations and Warranties .
        Purchaser’s representations and warranties contained herein shall be true and
        correct in all material respects as of the date hereof, except for any changes
        resulting from activities or transactions which may have taken place after
        the
        date hereof and which are permitted or contemplated by this Agreement or
        which
        have been entered into in the ordinary course of business and except to the
        extent that such representations and warranties are expressly made as of
        another
        specified date and, as to such representation, the same shall be true as
        of such
        specified date. Purchaser shall have performed and complied in all material
        respects with all covenants and agreements required to be performed or complied
        with by it on or prior to the Closing Date.
 
 (b)  Governmental
        Approvals .
        All
        notices, reports, registrations and other filings with, and all consents,
        approvals and authorizations from, any governmental entity shall have been
        made
        or obtained, as the case may be, except for any such filings and approvals
        the
        failure of which to make or obtain would not reasonably be expected to have,
        individually or in the aggregate, a negative effect on the position of the
        Seller for purposes of this Agreement.
 
 (c)  No
        Injunction .
        No Law
        shall have been enacted, entered, promulgated or enforced by any Governmental
        Authority that prohibits the consummation of all or any part of the transactions
        contemplated by this Agreement and the other agreements, certificates and
        documents delivered in connection herewith, and no action or proceeding shall
        be
        pending or threatened by any Governmental Authority or other Person seeking
        any
        such order or decree or seeking to recover any damages or obtain other relief
        as
        a result of the consummation of such transactions.
 
 (d)  Closing
        Documents .
        Purchaser delivers to Seller all consents and waivers pursuant to Sections
        3.1(c) and the documents described in Section 4.14, all of which consents,
        waivers and documents shall be subject to the approval of the Seller, such
        approval not to be unreasonably withheld.
  A-15
  ARTICLE
        VI
 INDEMNIFICATION
 
 6.1  Indemnification
        by Seller .
        After
        the Closing and subject to the limits set forth in Section
        6.5 ,
        Seller
        shall indemnify and hold harmless Purchaser and Gabriel and their respective
        former, present and future directors, officers, employees and other agents
        and
        representatives (collectively, the “ Purchaser
        Indemnified Parties ”)
        from
        and against any and all damages, fees, liens, taxes, obligations, losses,
        claims, liabilities, demands, charges, suits, penalties, costs and expenses
        (including court costs and reasonable attorneys’ fees and expenses incurred in
        investigating and preparing for any litigation or proceeding) (collectively,
        the
“ Indemnifiable
        Costs ”)
        incurred or suffered by any such Person directly or indirectly arising from,
        by
        reason of, or in connection with (i) any misrepresentation or breach of any
        representation or warranty of Seller contained in Article II or (ii)
        any other violation or breach by Seller of this Agreement.
 
 6.2  Indemnification
        by Purchaser and Gabriel .
        After
        the Closing and subject to the limits set forth in Section
        6.5 ,
        Purchaser and Gabriel shall indemnify and hold harmless Seller and Seller’s
        directors, officers, employees and other agents and representatives
        (collectively, the “ Seller
        Indemnified Parties ”)
        from
        and against any and all Indemnifiable Costs  incurred
        or suffered by any such Person directly or indirectly arising from, by reason
        of
        or in connection with (i) any respective misrepresentation or breach of any
        representation or warranty of Purchaser or Gabriel contained in Article
        III or (ii)
        any other violation or breach by Purchaser or Gabriel of this
        Agreement .
 
 6.3  Defense
        of Claims .
 
 (a)  If
        any
        legal proceeding shall be instituted, or any claim or demand made, against
        any
        Purchaser Indemnified Party or Seller Indemnified Party (an “ Indemnified
        Party ”)
        in
        respect of which Seller or Purchaser or Gabriel may be liable hereunder (such
        party or parties, in such circumstance, being referred to herein as the
“ Indemnifying
        Party ”),
        such
        Indemnified Party shall give prompt written notice thereof (the “ Claim
        Notice ”)
        to the
        Indemnifying Party; provided , however ,
        that
        any delay in so notifying the Indemnifying Party shall relieve the Indemnifying
        Party of its obligations hereunder only to the extent, if at all, that it
        is
        prejudiced by reason of such delay. The Indemnifying Party shall have the
        right
        to defend any litigation, action, suit, demand or claim for which
        indemnification is
        sought
        (a “ Proceeding ”)
        and,
        to the extent it elects to do so by written notice to the Indemnified Party,
        assume and pay the expenses of the defense of such Proceeding with counsel
        reasonably satisfactory to the Indemnified Party; provided , however ,
        that
        the Indemnified Party shall be permitted, at its sole expense, to file any
        motion, answer or other pleading that it shall deem reasonably necessary
        to
        protect its interests or those of the Indemnifying Party and that is not
        prejudicial to the Indemnifying Party. In no event shall any Indemnified
        Party
        be required to make any expenditure or bring any cause of action to establish
        the Indemnifying Party’s obligations and liability under and pursuant to this Article
        VI .
        In
        addition, actual or threatened action by a Person shall not be a condition
        or
        prerequisite to the Indemnifying Party’s indemnification obligations under this Article
        VI .
        Except
        as specifically provided below, after notice by the Indemnifying Party to
        the
        Indemnified Party of its election to assume the defense of such Proceeding,
        the
        Indemnifying Party shall not, as long as it diligently conducts such defense,
        be
        liable to the Indemnified Party under this Article
        VI for any
        fees of other counsel or any other expenses with respect to the defense of
        such
        Proceeding, other than reasonable costs of investigation. The Indemnified
        Party
        shall have the right to employ separate counsel in any of the foregoing
        Proceedings and to participate in the defense thereof, but the reasonable
        fees
        and expenses of such counsel shall be at the expense of the Indemnified Party
        unless the Indemnified Party shall in good faith determine, upon the written
        advice of counsel, that there exists actual or potential conflicts of interest
        which make representation by the same counsel inappropriate, in which event
        the
        Indemnifying Party shall bear such fees and expenses. Except to the extent
        specified in the immediately preceding sentence or with respect to the
        reasonable fees and expenses of appropriate local counsel, the Indemnifying
        Party shall not be obligated to pay the reasonable fees and expenses of more
        than one counsel for all such Indemnified Parties. The Indemnified Party’s right
        to participate in the defense or response to any Proceeding shall not be
        deemed
        to limit or otherwise modify its obligations under this Article
        VI .
  A-16
  In
        the
        event that, within 20 days after receiving a Claim Notice, the Indemnifying
        Party fails to notify the Indemnified Party that it elects to assume the
        defense, compromise or settlement of the Proceeding described in such Claim
        Notice, the Indemnified Party shall have the right to undertake the defense
        of
        such Proceeding for the account of and at the expense of the Indemnifying
        Party,
        subject to the right of the Indemnifying Party to assume the defense of such
        Proceeding with counsel reasonably satisfactory to the Indemnified Party
        at any
        time prior to the settlement, compromise or final determination thereof upon
        written notice to the Indemnified Party and upon immediate payment of all
        reasonable expenses theretofore incurred by the Indemnified Party in connection
        therewith. The Indemnifying Party shall not, without the Indemnified Party’s
        prior written consent, settle or compromise any Proceeding or consent to
        the
        entry of any judgment with respect to any Proceeding; provided , however ,
        that
        the Indemnifying Party may, without the Indemnified Party’s prior written
        consent, settle or compromise any such Proceeding or consent to entry of
        any
        judgment with respect to any such Proceeding that requires solely the payment
        of
        money damages by the Indemnifying Party and that includes as an unconditional
        term thereof the release by the claimant or the plaintiff of the Indemnified
        Party from all liability in respect of such Proceeding. If the Indemnified
        Party
        takes over and assumes control of any Proceeding, the Indemnified Party shall
        not, without the Indemnifying Party’s prior written consent, which consent shall
        not be unreasonably withheld or delayed, settle such Proceeding, consent
        to
        entry of any judgment or enter into any settlement that provides for injunctive
        or other non-monetary relief affecting the Indemnifying Party. **** The
        Indemnified Party shall cooperate, and shall use its reasonable efforts to
        cause
        its employees and the employees of any of its respective affiliates to
        cooperate, with the Indemnifying Party in the defense of any Proceeding assumed
        by the Indemnifying Party.
 
 6.4  Survival
 
 (a)  Seller.
        Subject to Section 7.8, each of the representations and warranties made by
        Seller in this Agreement shall survive for a period of twelve (12) months
        after
        the Closing Date, notwithstanding any investigation at any time made by or
        on
        behalf of Purchaser, and upon the expiration of such twelve (12) month period
        such representations and warranties shall expire. No claim for the recovery
        of
        damages or for indemnification under this Agreement may be asserted by Purchaser
        Indemnified Parties, as applicable, against Seller or its successors in interest
        after such representations and warranties shall thus expire; provided, however,
        that claims for damages or for indemnification under this Agreement asserted
        in
        writing within the applicable period shall not thereafter be
        barred.
 
 (b)  Purchaser.
        Subject to Section 7.8, each of the representations and warranties made by
        Purchaser and Gabriel in this Agreement shall survive for a period of twelve
        (12) months after the Closing Date, notwithstanding any investigation at
        any
        time made by or on behalf of Seller, and upon the expiration of such twelve
        (12)
        month period such representations and warranties shall expire. No claim for
        the
        recovery of damages or for indemnification under this Agreement may be asserted
        by Seller Indemnified Parties, as applicable, against Purchaser or Gabriel
        or
        their respective successors in interest after such representations and
        warranties shall thus expire; provided, however, that claims for damages
        or for
        indemnification under this Agreement asserted in writing within the applicable
        period shall not thereafter be barred.
 
 6.5  Limitation
        on Liability .
 
 (a)  Seller
        shall not be liable to a Purchaser Indemnified Party in respect of any
        indemnification obligations under Section
        6.1 or for
        any damages under this Agreement until the aggregate indemnification obligation
        thereunder or damages, as the case may be, exceeds $75,000, whereupon Seller
        shall be liable in full for the full amount for which indemnification or
        damages
        may be sought, subject to the limitations below. Purchaser (on behalf of
        the
        Purchaser Indemnified Parties) acknowledges and agrees that following the
        Closing: (A) the indemnification provisions set forth in this Article
        VI shall be
        the sole and exclusive remedy for monetary damages available to the Purchaser
        Indemnified Parties under this Agreement for breach of this Agreement or
        indemnification under Section 6.1, and (B) the maximum aggregate liability
        of
        Seller shall not exceed $600,000, regardless of whether the Purchaser
        Indemnified Parties seek indemnification or monetary damages pursuant to
        this
        Agreement or otherwise and regardless of the form of action, whether in contract
        or tort .
  A-17
  (b)  Purchaser
        and Gabriel shall not be liable to a Seller Indemnified Party in respect
        of any
        of their respective indemnification obligations under Section
        6.2 or for
        any damages under this Agreement until the aggregate indemnification obligation
        thereunder or damages, as the case may be, exceeds $75,000 for either of
        them,
        whereupon Purchaser and Gabriel, collectively, shall be liable in full for
        the
        full amount for which indemnification or damages may be sought against them
        or
        either of them, subject to the limitations below. Seller (on behalf of the
        Seller Indemnified Parties) acknowledges and agrees that following the Closing:
        (A) the indemnification provisions set forth in this Article
        VI shall be
        the sole and exclusive remedy for monetary damages available to the Seller
        Indemnified Parties under this Agreement for breach of this Agreement or
        indemnification under Section 6.1, and (B) the maximum aggregate liability
        of
        Purchaser and Gabriel shall not exceed $600,000 collectively, regardless
        of
        whether the Seller Indemnified Parties seek indemnification or monetary damages
        pursuant to this Agreement or otherwise and regardless of the form of action,
        whether in contract or tort.
 
 6.6  Waiver
        of Certain Damages .
        Neither
        Seller, nor Purchaser or Gabriel shall have any obligation to indemnify any
        Indemnified Party for lost profits or for consequential, incidental, punitive
        or
        exemplary damages.
 
 6.7  Liability
        for Legal Expenses .
        Notwithstanding the maximum aggregate liability of each of the parties set
        out
        in Section 6.5, the parties hereby agree to the following:
 
 (a)  if
        Gabriel or the Purchaser or both of them commence an action against the Seller
        at a court of competent jurisdiction as defined in Section 7.13 regarding
        any
        dispute arising from this Agreement, and the Seller successfully defends
        such
        action or actions without right to any further appeal, then Gabriel and
        Purchaser shall be jointly and severally liable for, and shall pay or reimburse
        Seller for, any and all reasonable legal costs, fees and expenses incurred
        by
        the Seller in connection with successfully defending such action or
        actions.
 
 (b)  if
        the
        Seller commences an action against the Purchaser or Gabriel or both of them
        at a
        court of competent jurisdiction as defined in Section 7.13 regarding any
        dispute
        arising from this Agreement, and the Purchaser, or Gabriel, or both, as the
        case
        may be, successfully defend or defends such action or actions without right
        to
        any further appeal, then Seller shall be liable for, and shall pay or reimburse
        Gabriel or Purchaser or both, as the case may be, for any and all reasonable
        legal costs, fees and expenses incurred by Purchaser, Gabriel or both of
        them,
        as the case may be, in connection with successfully defending such
        action .
        Gabriel
        and Purchaser agree to use reasonable commercial efforts to use the same
        counsel
        in defending any action commenced by Seller against both of them.
 
 ARTICLE
        VII
 MISCELLANEOUS
 
 7.1  Entire
        Agreement .
        This
        Agreement and the Schedules and Exhibits hereto and the agreements to be
        delivered pursuant to this Agreement contain the entire agreement among the
        parties with respect to the transactions contemplated by this Agreement and
        supersede all prior agreements or understandings among the parties.
 
 7.2  Termination .
        This
        Agreement may be terminated and the transactions contemplated hereby may
        be
        abandoned at any time prior to the Closing as follows:
 
 (a)  Mutual
        Consent .
        Upon
        the mutual written consent of Purchaser and Seller.
  A-18
  (b)  By
        Purchaser .
 
 (i)  By
        Purchaser, at any time after August 31, 2006, if any of the conditions provided
        for in Section
        5.1 shall
        not have been waived in writing by Purchaser or fully satisfied prior to
        such
        date, other than by reason of a breach by Purchaser of its obligations
        hereunder.
 
 (ii)  By
        Purchaser, in the event of a material violation or breach by Seller of its
        agreements, representations or warranties contained in this Agreement that
        has
        rendered the satisfaction of any condition to the obligations of Purchaser
        impossible, and Purchaser is not in material violation or breach of its
        agreements, representations or warranties contained in this Agreement; provided ,
        that
        such violation or breach shall not have been waived or cured within 15 days
        following receipt by Seller of written notice of such breach from
        Purchaser.
 
 (c)  By
        Seller .
 
 (i)  By
        Seller, at any time after August 31, 2006, if any of the conditions provided
        for
        in Section
        5.2 shall
        not have been waived in writing by Seller or fully satisfied prior to such
        date,
        other than by reason of a breach by Seller of its obligations
        hereunder.
 
 (ii)  By
        Seller, in the event of a material violation or breach by Purchaser of its
        agreements, representations or warranties contained in this Agreement that
        has
        rendered the satisfaction of any condition to the obligations of Seller
        impossible, and Seller is not in material violation or breach of its agreements,
        representations or warranties contained in this Agreement; provided ,
        that
        such violation or breach shall not have been waived or cured within 15 days
        following receipt by Purchaser of written notice of such breach from
        Seller.
 
 (d)  By
        Either Purchaser or Seller .
        By
        either Purchaser or Seller if a court of competent jurisdiction or other
        Governmental Authority shall have issued a final and nonappealable order,
        decree
        or ruling, or shall have taken any other action, having the effect of
        permanently restraining, enjoining or otherwise prohibiting the transactions
        contemplated by this Agreement.
 
 7.3  Effect
        of Termination .
        Except
        as provided in this Section
        7.3 ,
        in the
        event of termination of this Agreement pursuant to Section
        7.2 ,
        written
        notice thereof shall forthwith be given to the other parties, and all further
        obligations of the parties hereunder shall terminate, except that the
        obligations set forth in Section
        4.1 , Section
        4.4 , Section
        4.5,  Section
        4.11 and Section
        7.8 shall
        survive in full force and effect, and no such termination shall relieve a
        party
        of its liability for breach of its obligations under this Agreement prior
        to
        such termination. If this Agreement is terminated as provided herein each
        party
        will redeliver all documents, work papers and other material of any other
        party
        relating to the transactions contemplated hereby, whether obtained before
        or
        after the execution hereof to the party furnishing the same.
 
 7.4  Specific
        Performance .
        The
        parties acknowledge and agree that, as a result of the actual damages a party
        would sustain by reason of a breach of this Agreement, such party could not
        be
        made whole by monetary damages, and it is accordingly agreed that such party
        shall have the right to elect, in addition to any and all other remedies
        at law
        or in equity, to enforce specific performance under this Agreement, and the
        non-performing party waives the defense in any such action for specific
        performance that a remedy at law would be adequate.
  A-19
  7.5  Descriptive
        Headings; Certain Interpretations .
 
 (a)  Descriptive
        headings are for convenience only and shall not control or affect the meaning
        or
        construction of any provision of this Agreement.
 
 (b)  Except
        where the context otherwise requires, the following rules of interpretation
        shall apply to this Agreement: (i) the singular includes the plural and the
        plural includes the singular; (ii) a reference to any Contract includes
        schedules and exhibits thereto and permitted supplements and amendments thereto,
        (iii) a reference to a law includes any amendment or modification to such
        law
        and any rules or regulations issued thereunder; (iv) a reference to a Person
        includes its permitted successors and assigns; (v) a reference to “dollars” or
“$” shall mean United States Dollars, and (vi) a reference in this Agreement
        to
        an Article, Section, Exhibit or Schedule is to the Article, Section, Exhibit
        or
        Schedule of this Agreement.
 
 7.6  Notices .
        All
        notices, requests and other communications to any party hereunder shall be
        in
        writing and sufficient if delivered personally or sent by facsimile  transmission
        (with confirmation of receipt) or by overnight delivery service maintaining
        records of receipt, addressed as follows:
 
 If
          to
          Purchaser, to:
 
 Trace
                    Technologies LLC
 4538
                    S. - 140thStreet
 Omaha,
                    Nebraska 68137
 Attn:
                    President
 Facsimile:
                    (402) 614-0498
 
 With
          a
          copy to:
 
 (which
          shall not constitute notice)
 Munck
                    Butrus, P.C.
 900
          Three
          Galleria Tower
 13155
          Noel Road
 Dallas,
          Texas 75240
 Attn:
          William A. Munck
 Facsimile:
          (972) 628-3616
 
 If
          to
          Seller, to:
 
 CSI
                    Wireless, LLC
 4110
          -
          9 th Street
          S.E.
 Calgary,
          Alberta T2G 3C4
 Attn:
          President
 Facsimile:
          (403) 259-8866
  A-20
 with
          a
          copy to:
 
 (which
          shall not constitute notice)
 
 Burnet,
          Duckworth & Palmer LLP
 1400,
          350
          - 7 th Avenue
          S.W.
 Calgary,
          Alberta T2P 3N9
 Attn:
          Brian Borich
 Facsimile:
          (403) 260-0332
 
 If
          to
          Gabriel, to:
 
 Gabriel
          Technologies Corporation
 4538
          S. -
          140 th Street
 Omaha,
          Nebraska 68137
 Attn:
          President
 Facsimile:
          (402) 614-0498
 
 With
          a
          copy to:
 
 (which
          shall not constitute notice)
 Munck
                    Butrus, P.C.
 900
          Three
          Galleria Tower
 13155
          Noel Road
 Dallas,
          Texas 75240
 Attn:
          William A. Munck
 Facsimile:
          (972) 628-3616
 or
        to
        such other address or facsimile number as the party to whom notice is to
        be
        given may have furnished to the other parties in writing in accordance herewith.
        Each such notice, request or communication shall be effective when delivered
        to
        the address specified in this Section
        7.6 .
 
 7.7  Counterparts,
        Facsimile Transmission .
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which counterparts collectively shall constitute one
        instrument. Signatures sent to the other parties by facsimile or other
        electronic transmission shall be binding as evidence of acceptance of the
        terms
        hereof by such signatory party.
 
 7.8  Survival .
        Except
        as otherwise provided in this Section
        7.8 ,
        all
        representations and warranties of Seller, Purchaser and Gabriel contained
        herein
        shall each survive the Closing and terminate and expire on the date that
        is
        twelve (12) months after the Closing Date. The representations and warranties
        of
        the parties in Sections 2.1(a), 2.1(c), 2.1(k), 3.1(a), 3.1(b), 3.2(a) and
        3.2(b) shall survive the Closing indefinitely. The indemnification obligations
        under Article
        VI shall
        survive the Closing and expire on the date that is two years after the Closing
        Date, except with respect to (A)
        indemnification claims relating to Sections 2.1(a), 2.1(k), , 2.1(c), 3.1(a),
        3.1(b), 3.2(a) and 3.2(b), which shall survive the Closing indefinitely,
        and (B)
        any claims for, or any claims that may result in, any liability, judgment
        claim,
        settlement loss, damage, fee, lien, tax, penalty, obligation or expense for
        which indemnity may be sought hereunder of which the Indemnifying Party has
        received written notice from the Indemnified Party on or before such expiration
        date. All agreements and covenants of the parties  in Sections
        1.4 , Article
        IV , Article
        VI and this Article
        VII, and any
        indemnification obligations related to such Section and Articles, shall survive
        the Closing until such agreements and covenants are performed or discharged
        in
        full .
  A-21
  7.9  Waiver
        of Bulk Sales Laws .
        Without
        limitation of the provisions of Section
        6.1 ,
        Purchaser hereby waives compliance by Seller with any applicable bulk sales
        or
        bulk transfer laws.
 
 7.10  Benefits
        of Agreement .
        All of
        the terms and provisions of this Agreement shall be binding upon and inure
        to
        the benefit of the parties hereto and their respective successors and assigns.
        This Agreement is for the sole benefit of the parties hereto and not for
        the
        benefit of any third party, other than any Person entitled to indemnity under Article
        VI .
 
 7.11  Amendments
        and Waivers .
        No
        modification, amendment or waiver, of any provision of or consent required
        by,
        this Agreement, nor any consent to any departure herefrom, shall be effective
        unless it is in writing and signed by the parties hereto. Such modification,
        amendment, waiver or consent shall be effective only in the specific instance
        and for the purpose for which given.
 
 7.12  Assignment .
        This
        Agreement shall not be assignable or transferable by any party hereto without
        the prior written consent of the other parties hereto, provided , however ,
        that
        Purchaser may assign this Agreement to any Person directly or indirectly
        controlling, controlled by or under common control with Purchaser, provided
        that
        no such assignment shall, without the consent of Seller, relieve Purchaser
        of
        its obligations hereunder. For the avoidance of doubt, notwithstanding anything
        to the contrary in this Agreement, the parties agree that nothing in this
        Agreement shall prohibit or restrict the sale, lease or license of any asset
        or
        right granted herein, without any otherwise required consent, by Purchaser
        to
        any purchaser in connection with the sale of all of the Purchased Assets
        or all
        of the ownership interests of the Purchased Assets, including without limitation
        any assignment of the PDI Protocol license, at any time; provided that Purchaser
        shall provide notice to Seller of an assignment of the PDI
        Protocol.
 
 7.13  Governing
        Law .
        This
        Agreement shall be deemed to have been executed and delivered within the
        State
        of New York, as if entered into by residents thereof and to be performed
        entirely therein, and the rights and obligations of the parties hereto shall
        be
        shall be governed by and construed in accordance with the law of the State
        of
        New York, without regard to any conflict of laws principle that would apply
        a
        different state’s laws. The parties hereby irrevocably and unconditionally
        consent to and waive any objection to the jurisdiction of the courts of the
        State of New York in connection with any disputes or other matters arising
        out
        of or in connection with this Agreement.
 
 7.14  Arbitration .
 
 (a)  Any
        claim, action, dispute or controversy of any kind arising out of or relating
        to
        this Agreement or concerning any aspect of performance by any party under
        the
        terms of this Agreement (a “ Dispute ”)
        shall
        be resolved by mandatory and binding arbitration administered by the American
        Arbitration Association (the “ AAA ”)
        pursuant to the Federal Arbitration Act (Title 9 of the United States Code)
        in
        accordance with this Agreement and the then-applicable Commercial Arbitration
        Rules of the AAA. The parties acknowledge and agree that the transactions
        evidenced and contemplated hereby involve “commerce” as contemplated in Section
        2 of the Federal Arbitration Act. If Title 9 of the United States Code is
        inapplicable to any such Dispute for any reason, such arbitration shall be
        conducted pursuant to the Arbitration Act of the District of Columbia, this
        Agreement and the then-applicable Commercial Arbitration Rules of the AAA.
        To
        the extent that any inconsistency exists between this Agreement and the
        foregoing statutes or rules, this Agreement shall control.
  A-22
  (b)  The
        party
        wishing to arbitrate a Dispute shall so advise the other party in writing,
        which
        notice shall include the name of an arbitrator selected by such claiming
        party
        (the “ Arbitration
        Request Notice ”).
        Within 30 days after its receipt of the Arbitration Request Notice, the party
        receiving such notice shall notify the initiating party of the name of an
        arbitrator selected by such receiving party (the “ Response ”).
        Within 30 days after the initiating party’s receipt of the Response, the
        arbitrators selected by the parties shall select a third arbitrator and the
        three arbitrators so determined shall constitute the arbitration panel (the
        “ Arbitration
        Panel ”).
        If
        the arbitrators selected by the parties cannot agree on a third arbitrator,
        the
        third arbitrator shall be selected in accordance with the procedures of the
        American Arbitration Association in New York **.** All
        disputes referred to arbitration, the statute of limitations, and the remedies
        for any wrongs that may be found, shall be governed by the law specified
        in Section
        7.13 of this
        Agreement, and discovery will be allowed in connection with arbitration to
        the
        extent consistent with the purpose of arbitration and as allowed by the
        Arbitration Panel. The Arbitration Panel shall conduct a hearing within 30
        days
        after its formation in New York. **** Within
        30
        days after the hearing, the Arbitration Panel shall render a decision concerning
        all contested issues considered during the arbitration and the Arbitration
        Panel
        shall notify the parties in writing of its decision, setting forth the dollar
        amount awarded, if any. The Arbitration Panel shall not grant or award any
        damages or compensation for loss of prospective profits or special, indirect,
        consequential, punitive or exemplary damages in connection with disputes
        under
        this Agreement. The Arbitration Panel may award attorney’s fees to a party that
        it determines to be the substantially prevailing party, but only in the event
        the Arbitration Panel determines the non-prevailing party did not contest
        the
        matter in good faith. **** The cost
        of the arbitration shall be borne equally by the parties. The decision of
        the
        Arbitration Panel shall be final and binding on the parties, and notice of
        award, if any, shall be given to the parties not later than 60 days after
        the
        date of the hearing and shall set forth the award and the reasons for the
        award.
        Judgment upon the award rendered in any arbitration may be entered in any
        court
        of competent jurisdiction or application may be made to such court for a
        judicial acceptance of the award and an enforcement, as the law of such
        jurisdiction may require or allow.
 
 (c)  Confidential
        information disclosed during the proceedings by the parties or by witnesses
        shall not be divulged by the Arbitration Panel, the administrator or the
        parties, unless otherwise agreed by the parties or required by applicable
        law.
 
 7.15  Invalid
        Provisions .
        If any
        provision of this Agreement is deemed or held to be illegal, invalid or
        unenforceable, this Agreement shall be considered divisible and inoperative
        as  to
        such
        provision to the extent it is deemed to be illegal, invalid or unenforceable,
        and in all other respects this Agreement shall remain in full force and effect; provided , however ,
        that if
        any provision of this Agreement is deemed or held to be illegal, invalid
        or
        unenforceable there shall be added hereto automatically a provision as similar
        as possible to such illegal, invalid or unenforceable provision and be legal,
        valid and enforceable. Further, should any provision contained in this Agreement
        ever be reformed or rewritten by any judicial body of competent jurisdiction,
        such provision as so reformed or rewritten shall be binding upon all parties
        hereto.
 
 7.16  Remedies
        Cumulative .
        Except
        as otherwise specifically provided herein, the remedies of the parties under
        this Agreement are cumulative and shall not exclude any other remedies to
        which
        any party may be lawfully entitled.
 
 7.17  Incorporation
        by Reference .
        All
        Schedules and Exhibits attached to this Agreement are hereby expressly
        incorporated by reference into this Agreement.
  A-23
  7.18  Defined
        Terms. All
        defined terms in this Agreement shall have the same meaning when referenced
        in
        any Exhibit or Schedule attached to this Agreement.
 
 IN
        WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
        executed and delivered as of the day and year first above written.
 
 PURCHASER :
  TRACE
        TECHNOLOGIES, LLC
  By: /s/
        Maurice
        Shanley
 Name: Maurice
        Shanley
 Title: President
 
 SELLER :
 
 CSI
        WIRELESS LLC
 
 By: /s/
        Cameron
        Olson
 Name: Cameron
        Olson
 Title: President
        &
CEO
 
 GABRIEL :
 
 GABRIEL
        TECHNOLOGIES CORPORATION
 
 By: /s/
        Keith R.
        Feilmeier
 Name: Keith
        R.
        Feilmeier
 Title: CEO
  A-24
  Schedule
        Index
 
 Schedule
                  2.1(a)
              LiensSchedule
                  2.1(b)
              Consents
                  and ApprovalsSchedule
                  2.1(c)
              Intellectual
                  Property
 
 
 Exhibit
        Index
 
 Exhibit
                  A
              Certain
                  DefinitionsExhibit
                  B
              Form
                  of Registration Rights AgreementExhibit
                  C-1
              Form
                  of $125,000 Promissory NoteExhibit
                  C-2
              Form
                  of $250,000 Promissory NoteExhibit
                  D
              Onyx
                  Capital AssetsExhibit
                  E
              Onyx
                  Manufacturing PackageExhibit
                  F
              Share
                  Pledge AgreementExhibit
                  G
              Termination
                  AgreementExhibit
                  H
              Seller's
                  Terms and Conditions for DeviceExhibit
                  I
              Form
                  of Bill of Sale
 
 A-25
 **Exhibit
            A**
  **CERTAIN
            DEFINITIONS**
  For
            purposes of this Agreement (including this Exhibit
            A ):
  " ASP
            System "
            means
            the Seller's proprietary application services provider system, namely,
            a
            software application designed to assist in the verification of the Device
            to its
            specifications, as more specifically described in Exhibit E to this
            Agreement **.**
  " Autonomous
            Device "
            means
            the assisted -capable
            portable telematics device operating in autonomous mode, which uses the
            Texas
            Instruments TGS 5000 GPS chipset with SnapTrack-assisted GPS technology
            and the
            Advantra Karli ReFLEX wireless radio, as more fully described in Exhibit
            E to
            this Agreement.
  “ Business
            Day ”
means
            any day other than a Saturday, Sunday or any day on which banks located
            in the
            States of Arizona or Nebraska or the Province of Alberta are authorized
            or
            required to be closed for the conduct of regular banking business.
  “ Exchange
            Act ”
means
            the Securities and Exchange Act of 1934, as amended.
  “ Governmental
            Authority ”
means
            any international, supranational, national, provincial, regional, federal,
            state, municipal or local government, any instrumentality, subdivision,
            court,
            administrative or regulatory agency or commission or other authority
            thereof, or
            any quasi-governmental or private body exercising any regulatory, taxing,
            importing or other governmental or quasi-governmental authority.
  “ Internal
            Revenue Code ”
means
            the United States Internal Revenue Code of 1986, as amended.
  " Knowledge "
            means
            the actual knowledge of any officer or director of such person after
            due
            inquiry.
  “ Law ”
means
            any law, statute, rule, regulation, order, writ, injunction or
            decree.
  " LT-501
            Inventory "
            means
            approximately thirty (30) LT-501 interface boards, namely a development
            tool
            used to configure and debug the Device.
  " Onyx
            Capital Assets "
            means
            the capital assets pertaining to the Device as more fully described in
            Exhibit D
            to this Agreement.
  " Onyx
            Manufacturing Package "
            means
            the complete and final set of technology, intellectual property, documents,
            software, third party licenses and source codeused in connection with
            the
            manufacture of the Device, as more fully described in Exhibit E to this
            Agreement.
  " OTCBB "
            means
            the Over-The-Counter Bulletin Board.
  " PDI
            Protocol "
            means
            the Seller's proprietary communication protocol used in connection with
            the
            Seller's telematics products, as more fully described in Exhibit E to
            this
            Agreement.
  “ Person ”
means
            an individual, group of individuals, corporation, partnership, limited
            liability
            company, trust, or other entity.
  “ Securities
            Act ”
means
            the Securities Act of 1933, as amended.
   A-1
  " SnapTrack "
            means
            the proprietary technology developed by SnapTrack Inc. and used in connection
            with the development and manufacture of the Devices.
  “ Tax ”
means
            any federal, state, provincial, local, or foreign income, gross receipts,
            license, payroll, escheat, unclaimed property, employment, excise, severance,
            stamp, occupation, premium, environmental, customs duties, capital stock,
            franchise, profits, withholding, social security (or similar), unemployment,
            disability, real property, personal property, sales, use, transfer,
            registration, value added, alternative or add-on minimum, estimated,
            or other
            tax of any kind whatsoever, whether computed on a separate or consolidated,
            unitary or combined basis or in any other manner, including any interest,
            penalty, or addition thereto, whether disputed or not and including any
            joint or
            several liability for Taxes or any obligation to indemnify or otherwise
            assume
            or succeed to the Tax liability of any other person as a transferee or
            successor
            by contract or otherwise, including by operation of law.
  “ Tax
            Return ”
means
            any return, declaration, report, claim for refund, or information return
            or
            statement relating to Taxes, including any schedule or attachment thereto,
            and
            including any amendment thereof.
  " Trademark "
            means
            LOCATION-TAG, a United States of America registered trade-mark of the
            Seller,
            registration number 2976010.
   A-2
 **Exhibit
          B**
 
 **Form
          of Registration Rights Agreement**
 
 This
          REGISTRATION RIGHTS AGREEMENT (this
“ *Agreement* ”)
          is
          entered into as of _________, 2006, by and among Gabriel Technologies
          Corporation, a Delaware corporation (“ *Gabriel* ”)
          and
          CSI Wireless LLC, a limited liability company organized under the laws
          of the
          State of Delaware (“ *Seller* ”).
 
 WHEREAS,
          the parties have entered into that certain Asset Purchase Agreement, dated
          as of
          July _______, 2006 (the “ *Purchase
          Agreement* ”),
          pursuant to which assets used and useful in connection with the production
          and
          manufacture of Sellers’ telematics product known as "Onyx", an assisted GPS
          tracking product based on the ReFLEX wireless technology, will be purchased
          by
          Trace Technologies LLC, a limited liability company incorporated under
          the laws
          of the State of Nevada, and a wholly owned subsidiary of Gabriel ( *"Purchaser"* ),
          (the
“ *Acquisition* ”).
 
 WHEREAS,
          pursuant to the Acquisition, Gabriel will issues shares of Gabriel common
          stock
          ("Gabriel Common Stock") pursuant to the terms and subject to the conditions
          set
          forth in the Purchase Agreement.
 
 WHEREAS,
          Gabriel and Seller have agreed to enter into this agreement to provide
          for the
          registration under the Securities Act of the Gabriel Common Stock received
          by
          Seller as partial consideration in the Acquisition (the "Gabriel
          Shares").
 
 WHEREAS,
          the execution and delivery of this Agreement by the parties is a condition
          precedent to complete the Acquisition under the Purchase Agreement and
          constitutes a material inducement for the parties therefor.
 
 NOW,
          THEREFORE, in consideration of the foregoing recitals and for good and
          other
          valuable consideration, the receipt and sufficiency of which is hereby
          acknowledged, the parties hereto, intending to be legally bound, hereby
          agree as
          follows:
 
 **ARTICLE
          I**
 **DEFINITIONS**
 
 **Section
          1.1**  **Definitions** . ** All
          capitalized terms used but not defined in this Agreement have the meanings
          ascribed to them in the Purchase Agreement. In addition, the following
          terms, as
          used herein, shall have the following meanings:
 
 “ *1933
          Act* ”
means
          the Securities Act of 1933, as amended from time to time.
 
 “ *1934
          Act* ”
means
          the Securities Exchange Act of 1934, as amended from time to time.
 
 B-1
 
 “ *Participating
          Sellers* ”
means,
          with respect to a Shelf Registration Statement, the Sellers for whom Registrable
          Securities have been included in such Shelf Registration Statement.
 
 “ *Prospectus* ”
means
          the prospectus included in the Shelf Registration Statement, as amended or
          supplemented by any prospectus supplement, with respect to the terms of
          the
          offering of any portion of the Registrable Securities covered by the Shelf
          Registration Statement, and all other amendments and supplements to the
          Prospectus, including post-effective amendments and all material incorporated
          by
          reference or deemed to be incorporated by reference in the
          Prospectus.
 
 “ *Registrable
          Securities* ”
means
          (i) the Gabriel Shares, and (ii) any shares of Gabriel Common Stock issued
          with
          respect to the Gabriel Shares as a result of stock splits, stock dividends,
          reclassifications, recapitalizations or similar events; *provided* ,
          that
          such Gabriel Shares and such shares of Gabriel Common Stock shall cease
          to be
          Registrable Securities (w) when such shares have been sold or otherwise
          transferred by the Seller pursuant to an effective registration statement
          under
          the 1933 Act, (x) when such shares have been sold or otherwise transferred
          by
          the Sellers in a private transaction in which the transferor’s rights under this
          Agreement are not assigned, (y) following the date that the Registrable
          Securities are transferred pursuant to Rule 144 under the 1933 Act
          (“ *Rule
          144* ”)
          or any
          successor rule or (z) following the date that the Registrable Securities
          are transferable pursuant to Rule 144(k) under the 1933 Act or any successor
          rule.
 
 **Section
          1.2**  **Construction** **.** Whenever
          the context requires, the gender of any word used in this Agreement includes
          the
          masculine, feminine or neuter, and the number of any word includes the
          singular
          or plural. Unless the context otherwise requires, all references to  articles,
          sections and paragraphs refer to articles, sections and paragraphs of this
          Agreement ,
          and the
          terms “hereof,” “herein” and other like terms refer to this Agreement as a
          whole.
 
 **Section
          1.3**  **Headings** **.** The
          headings and subheadings in this Agreement are included for convenience
          and
          identification only and are in no way intended to describe, interpret,
          define or
          limit the scope, extent or intent of this Agreement or any provision
          hereof.
 
 **ARTICLE
          II**
 **REGISTRATION
          RIGHTS**
 
 **Section
          2.1**  **Registration
          Statement** .
 
 (a)  Gabriel
          shall prepare and file with the Securities and Exchange Commission (the
          “ *Commission* ”)
          a
          shelf registration statement (as amended and supplemented from time to
          time, the
“ *Shelf
          Registration Statement* ”)
          with
          respect to the Registrable Securities in accordance with Rule 415 under
          the 1933
          Act and will use its commercially reasonable efforts to cause such Shelf
          Registration Statement to be declared effective no later than the six-month
          anniversary of this Agreement and, except as provided in Section 3.4(b)
          hereof,
          to keep such Shelf Registration Statement continuously effective and in
          compliance with the 1933 Act and usable for resale of the Registrable Securities
          until the earlier of the date upon which all Registrable Securities held
          by the
          Seller on the date of the Closing have been sold pursuant to the Shelf
          Registration Statement or have otherwise ceased to be “Registrable Securities”
as defined herein (such period being called the “ *Shelf
          Registration Period* ”).
 
  B-2
  (b)  The
          Shelf
          Registration Statement shall be on Form S-3 if Gabriel is eligible to use
          that
          form to register the resale of the Registrable Securities. If Gabriel is
          not
          eligible to use Form S-3, the Shelf Registration Statement shall be on
          such
          other appropriate form permitting registration of such Registrable Securities
          for resale by the Seller.
 
 (c)  Gabriel’s
          obligations under Section 2.1(a) hereof shall be subject to the Registration
          Postponement Period as provided in Section 3.4(a) hereof.
 
 **ARTICLE
          III**
 **REGISTRATION
          PROCEDURES**
 
 **Section
          3.1**   **Filings;
          Information** .
 
 (a)  In
          connection with any Shelf Registration Statement filed pursuant to Section
          2.1
          hereof and subject to Section 3.4 hereof, Gabriel shall:
 
 (i)  if
          requested by a Participating Seller, prior to filing the Shelf Registration
          Statement, the Prospectus or any amendments or supplements thereto, furnish
          to
          such Participating Seller copies thereof without charge;
 
 (ii)  prepare
          and file with the Commission such amendments and supplements to the Shelf
          Registration Statement and the Prospectus as may be necessary to keep the
          Shelf
          Registration Statement effective during the Shelf Registration
          Period;
 
 (iii)  furnish
          to each Participating Seller, without charge, such number of conformed
          copies of
          the Shelf Registration Statement and of each amendment and supplement thereto
          (in each case including all exhibits), such number of copies of the Prospectus
          (including each preliminary prospectus), and such documents incorporated
          by
          reference in the Shelf Registration Statement or the Prospectus as such
          Participating Seller may reasonably request in order to facilitate the
          disposition of the Registrable Securities; and Gabriel hereby consents
          (except
          as otherwise provided in Sections 3.1(b)(ii) or 3.4(b) hereof) to the use
          of the
          Prospectus or any amendment or supplement thereto in accordance with applicable
          law by the Participating Sellers, in each case in the form most recently
          provided by Gabriel, during the Shelf Registration Period in connection
          with the
          offering and sale of the Registrable Securities covered by the Prospectus
          or any
          amendment or supplement thereto in accordance with applicable law;
 
 (iv)  use
          its
          commercially reasonable efforts to register or qualify all Registrable
          Securities covered by the Shelf Registration Statement under the securities
          laws
          of such jurisdictions as the Participating Sellers shall request, and to
          keep
          such registration or qualification in effect for the Shelf Registration
          Period; *provided* ,
          that
          Gabriel shall not be required to (A) qualify generally to do business as
          a
          foreign corporation in any such jurisdiction wherein it is not so qualified,
          (B)
          consent to general service of process in any such jurisdiction or (C) subject
          itself to taxation in any jurisdiction where it would not otherwise be
          liable
          for such taxes;
 
  B-3
  (v)  promptly
          notify each Participating Seller in writing during the Shelf Registration
          Period
          (A) of the happening of any event as a result of which the Prospectus included
          in the Shelf Registration Statement, as then in effect, includes as to
          Gabriel
          an untrue statement of a material fact or omits to state any material fact
          required to be stated therein or necessary to make the statements therein,
          in
          the light of the circumstances under which they were made, not misleading,
          and
          at the written request of the Participating Seller, prepare and furnish
          to the
          Participating Sellers a reasonable number of copies of a supplement to
          or an
          amendment of the Prospectus as may be necessary so that, as thereafter
          delivered
          to the purchasers of such Registrable Securities, the Prospectus shall
          not
          include an untrue statement of a material fact or omit 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 are made, not misleading, (B)
          of the
          issuance by the Commission of any stop order suspending the effectiveness
          of the
          Shelf Registration Statement or the initiation or threatening of any proceedings
          for that purpose, and (C) of the receipt by Gabriel of any notification
          with
          respect to the suspension of the qualification of the Registrable Securities
          for
          sale in any jurisdiction or the initiation or threat of any proceeding
          for such
          purpose;
 
 (vi)  use
          its
          commercially reasonable efforts to obtain the withdrawal of any order suspending
          the effectiveness of the Shelf Registration Statement or any post-effective
          amendment thereto or any order suspending or preventing the use of any
          Prospectus or suspending the qualification of any Registrable Securities
          for
          sale in any jurisdiction, in each case as promptly as practicable;
          and
 
 (vii)  if
          reasonably requested by the Participating Sellers, in writing, use its
          commercially reasonable efforts to list prior to the effective date of
          the Shelf
          Registration Statement all Registrable Securities covered by the Shelf
          Registration Statement, to the extent they are not already so listed, on
          the
          Nasdaq, or if Gabriel Common Stock is not traded on the Nasdaq, the principal
          exchange on which Gabriel Common Stock is traded.
 
 (b)  In
          connection with the Shelf Registration Statement filed pursuant to Section
          2.1
          hereof, each Participating Seller shall:
 
 (i)  upon
          receipt of any notice from Gabriel in accordance with Section 3.1(a)(v)(A),
          (B)
          or (C) hereof (with respect to (C), only with respect to the jurisdiction
          suspending qualification), immediately discontinue the offer and sale of
          Registrable Securities pursuant to the Prospectus until receipt by the
          Participating Sellers of copies of an amended or supplemented Prospectus
          or
          until Gabriel notifies the Participating Sellers in writing that the applicable
          suspension has been removed; and, if so directed by Gabriel, the Participating
          Sellers will deliver to Gabriel all copies, other than permanent file copies
          then in the Participating Sellers’ possession, of the most recent Prospectus at
          the time of receipt of such notice;
 
 (ii)  cooperate
          with Gabriel in connection with the preparation and filing of any Shelf
          Registration Statement and, upon written request from Gabriel, each
          Participating Seller shall promptly furnish in writing to Gabriel such
          information regarding such Participating Seller, the distribution of the
          Registrable Securities and other matters as may be required by applicable
          law,
          rule or regulation for inclusion in the Shelf Registration Statement (or
          any
          amendment or supplement thereto), it being agreed that the provision of
          such
          information by such Participating Seller to Gabriel shall be a condition
          precedent to Gabriel’s obligations under Sections 2.1 and 3.1 hereof with
          respect to the Registrable Securities held by such Participating
          Seller.
 
  B-4
  (iii)  during
          the Shelf Registration Period, not (A) effect any stabilization transactions
          or
          engage in any stabilization activity in connection with Gabriel Common
          Stock or
          other equity securities of Gabriel in contravention of Regulation M under
          the 1934 Act, or (B) permit any “Affiliated Gabriel” (as that term is defined in
          Regulation M under the 1934 Act) to bid for or purchase for any account in
          which such Participating Seller has a beneficial interest, or attempt to
          induce
          any other Person to purchase, any shares of Gabriel Common Stock or other
          equity
          securities of Gabriel in contravention of Regulation M under the 1934 Act;
          and
 
 (iv)  (A)
          offer
          to sell, sell or otherwise distribute the Registrable Securities in reliance
          upon the Shelf Registration Statement only after the Shelf Registration
          Statement is declared effective under the 1933 Act, (B) distribute the
          Registrable Securities only in accordance with the manner of distribution
          contemplated by the Prospectus (if such sale or distribution is made in
          reliance
          upon the Shelf Registration Statement), and (C) promptly report to Gabriel
          in
          writing distributions of Registrable Securities made by such Participating
          Seller pursuant to the Prospectus.
 
 **Section
          3.2**  ** **Registration
          Expenses** ***.*** In
          connection with the Shelf Registration Statement, Gabriel shall pay the
          following expenses incurred in connection with such registration: (i)
          registration and filing fees and expenses associated with filings required
          by
          the Commission and the Nasdaq, (ii) reasonable fees and expenses of compliance
          with securities or blue sky laws (including reasonable fees and disbursements
          of
          counsel for Gabriel in connection with blue sky qualifications of the
          Registrable Securities), (iii) printing, messenger and delivery expenses,
          (iv)
          fees and expenses incurred in connection with the listing of the Registrable
          Securities in accordance with Section 3.1(a)(vii), (v) reasonable fees
          and
          expenses of counsel and independent certified public accountants for Gabriel
          and
          (vi) the reasonable fees and expenses of any additional experts retained
          by
          Gabriel in connection with such registration.
 
 **Section
          3.3**  **Termination** .
          This
          Agreement shall terminate and be of no further force or effect upon the
          expiration of the Shelf Registration Period; *provided* , *however* ,
          that
          the provisions of Article IV hereof shall survive the termination of this
          Agreement for one year, after which such provisions shall terminate and
          be of no
          further force and effect.
 
 **Section
          3.4**  **Information
          Blackout** **.**
 
 (a)  In
          the
          event that, prior to the filing or effectiveness of the Shelf Registration
          Statement, (i) Gabriel, after consultation with counsel, determines reasonably
          and in good faith that the sale of Registrable Securities pursuant to the
          Shelf
          Registration Statement would require disclosure of non-public material
          information that Gabriel is not prepared to disclose and (ii) Gabriel gives
          the
          Sellers written notice of such determination, Gabriel shall, notwithstanding
          the
          provisions of Section 2.1 hereof, be entitled to postpone the filing of
          the
          Shelf Registration Statement otherwise required to be prepared and filed
          by it
          pursuant to Section 2.1(a) hereof or delay its efforts to cause such Shelf
          Registration Statement to be declared effective by the Commission (the
          number of
          days of any such postponement is hereinafter called a “ *Registration
          Postponement Period* ”).
          No
          individual Registration Postponement Period shall last more than ninety
          (90)
          days and all Registration Postponement Periods shall, in the aggregate,
          constitute less than one hundred eighty (180) days .
 
  B-5
  (b)  At
          any
          time when the Shelf Registration Statement is effective, upon written notice
          from Gabriel to the Seller that Gabriel, after consultation with counsel,
          has
          determined reasonably and in good faith that the sale of Registrable Securities
          pursuant to the registration statement would require disclosure of non-public
          material information that Gabriel is not prepared to disclose, Seller shall
          suspend sales of the Registrable Securities pursuant to the Shelf Registration
          Statement until the earlier of (i) sixty (60) days after Gabriel notifies
          Seller
          of such good faith determination, or (ii) such time as Gabriel notifies
          Seller
          that such material information has been disclosed to the public or has
          ceased to
          be material or that sales pursuant to the Shelf Registration Statement
          may
          otherwise be resumed (the number of days from such suspension of sales
          by Seller
          until the day when such sales may be resumed hereunder is hereinafter called
          a
“ *Sales
          Blackout Period* ”).
 
 (c)  No
          Registration Postponement Period or Sales Blackout Period shall preclude
          any
          sales of Registrable Securities that Sellers may effect in compliance with
          Rule
          144; *provided* ,
          that
          Seller otherwise conforms with the requirements under the 1933 Act and
          the 1934
          Act.
 
 (d)  Seller
          agrees that, upon receipt of any notice from Gabriel pursuant to this Section
          3.4, Seller will (i) keep confidential such notice, its content and any
          information provided by Gabriel in connection therewith, and (ii) if so
          directed
          by Gabriel, deliver to Gabriel all copies then in Seller's possession,
          other
          than permanent file copies, of the Prospectus relating to such Registrable
          Securities current at the time of receipt of such notice.
 
 **ARTICLE
          IV**
 **INDEMNIFICATION
          AND CONTRIBUTION**
 
 **Section
          4.1**  **Indemnification
          By Gabriel** **.**  ** Gabriel
          agrees to indemnify and hold harmless Seller and each Person, if any, who
          controls Seller within the meaning of either Section 15 of the 1933 Act or
          Section 20 of the 1934 Act (each, a “ *Seller
          Indemnified Party* ”)
          from
          and against any and all losses, claims, damages and liabilities, joint
          or
          several (including, without limitation, any legal or other expenses reasonably
          incurred in connection with defending or investigating any such action
          or claim,
          except as otherwise provided in Section 4.3 hereof), insofar as such losses,
          claims, damages or liabilities are caused by (i) any untrue statement or
          alleged
          untrue statement of a material fact contained in the Shelf Registration
          Statement or the Prospectus contained therein, or any amendment or supplement
          thereto, or any omission or alleged omission to state therein 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,
          or (ii)
          any violation by Gabriel of the 1933 Act, the 1934 Act, any state securities
          law
          or any rule or regulation promulgated under the 1933 Act, the 1934 Act
          or any
          state securities law in connection with the offering covered by the Shelf
          Registration Statement; *provided,
          however,* that
          Gabriel shall not be liable insofar as such losses, claims, damages or
          liabilities are caused by any such untrue statement or omission or alleged
          untrue statement or omission (a) made in reliance upon and in conformity
          with
          written information furnished to Gabriel by any Seller Indemnified Party
          for use
          in the Shelf Registration Statement or the Prospectus (or any amendment
          or
          supplement thereto) or the plan of distribution furnished in writing to
          Gabriel
          by or on behalf of such Seller Indemnified Party expressly for use therein,
          or
          (b) that was corrected in an amendment or supplement to the Shelf Registration
          Statement or the Prospectus and Gabriel had furnished copies thereof to
          the
          Seller prior to the relevant date of sale by the Seller to the Person asserting
          such loss, claim, damage or liability.
 
  B-6
  **Section
          4.2**  **Indemnification
          By Seller** .
          Seller
          agrees to indemnify and hold harmless Gabriel and each Person, if any,
          who
          controls Gabriel within the meaning of either Section 15 of the 1933 Act or
          Section 20 of the 1934 Act, and any other holder of Registrable Securities
          selling securities under such Shelf Registration Statement from and against
          any
          and all losses, claims, damages and liabilities, joint or several (including,
          without limitation, any legal or other expenses reasonably incurred in
          connection with defending or investigating any such action or claim, except
          as
          otherwise provided in Section 4.3 hereof), insofar as such losses, claims,
          damages or liabilities are caused by (i) any untrue statement or alleged
          untrue
          statement of a material fact contained in the Shelf Registration Statement
          or
          the Prospectus contained therein, or any amendment or supplement thereto,
          or any
          omission or alleged omission to state therein 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, but only with
          reference to information furnished in writing by or on behalf of the Seller
          expressly for use in the Shelf Registration Statement or the Prospectus
          or any
          amendments or supplements thereto, or (ii) any violation by such Seller
          of the
          1933 Act, the 1934 Act, any state securities law or any rule or regulation
          promulgated under the 1933 Act, the 1934 Act or any state securities law
          in
          connection with the offering covered by the Shelf Registration
          Statement.
 
 **Section
          4.3**  **Conduct
          of Indemnification Proceedings** . ** Each
          party indemnified under Sections 4.1 or 4.2 above shall, promptly after
          receipt
          of notice of a claim or action against such indemnified party in respect
          of
          which indemnity may be sought hereunder, notify the indemnifying party
          in
          writing of the claim or action; *provided* ,
          that
          the failure to notify the indemnifying party shall not relieve it from
          any
          liability that it may have to an indemnified party on account of the indemnity
          agreement contained in Sections 4.1 or 4.2 above except to the extent that
          the
          indemnifying party was actually prejudiced by such failure. If any such
          claim or
          action shall be brought against an indemnified party, and it shall have
          notified
          the indemnifying party thereof, unless in the indemnifying party’s reasonable
          judgment a conflict of interest between such indemnified party and indemnifying
          party may exist in respect of such claim, the indemnifying party shall
          be
          entitled to participate therein, and, to the extent that it wishes to assume
          the
          defense thereof. After notice from the indemnifying party to the indemnified
          party of its election to assume the defense of such claim or action, the
          indemnifying party shall not be liable to the indemnified party for any
          legal or
          other expenses subsequently incurred by the indemnified party in connection
          with
          the defense thereof; *provided* , *however* ,
          that
          the indemnifying party shall pay such expense, to the extent reasonable,
          if
          representation of such indemnified party by counsel retained by the indemnifying
          party would be reasonably likely to result in a conflict of interest between
          the
          indemnified party and the indemnifying party. Any indemnifying party against
          whom indemnity may be sought under Sections 4.1 or 4.2 shall not be liable
          to
          indemnify an indemnified party if such indemnified party settles such claim
          or
          action without the written consent of the indemnifying party. No indemnifying
          party shall consent to the entry of any judgment or enter into any settlement
          without the consent of the indemnified party which does not include as
          an
          unconditional term thereof the giving by the claimant or plaintiff to such
          indemnified party a release from all liabilities in respect of such claim
          or
          litigation and no indemnifying party may agree to any settlement of any
          such
          claim or action, other than solely for monetary damages for which the
          indemnifying party shall be responsible hereunder, the result of which
          shall be
          applied to or against the indemnified party, without the prior written
          consent
          of the indemnified party, which consent shall not be unreasonably withheld,
          delayed or conditioned. In any action hereunder as to which the indemnifying
          party has assumed the defense thereof, the indemnified party shall continue
          to
          be entitled to participate in, but not control, the defense thereof, with
          counsel of its own choice, but, except as otherwise provided in the third
          sentence of this Section 4.3, the indemnifying party shall not be obligated
          hereunder to reimburse the indemnified party for the costs thereof.
 
  B-7
  **Section
          4.4**  **Limitation
          on Indemnity** . The
          indemnity provided for hereunder shall not inure to the benefit of any
          indemnified party to the extent that the claim is based on such indemnified
          party’s failure to comply with the applicable prospectus delivery requirements
          of the 1933 Act as then applicable to the Person asserting the loss, claim,
          damage or liability for which indemnity is sought.
 
 **Section
          4.5**  **Contribution** . ** If
          the
          indemnification provided for in this Article IV is held by a court of competent
          jurisdiction to be unavailable to an indemnified party in respect of any
          losses,
          claims, damages or liabilities referred to herein, then in lieu of such
          indemnification the indemnifying party shall, to the extent permitted by
          applicable law, contribute to the aggregate losses, liabilities, claims,
          damages
          and expenses of the nature contemplated by such indemnity in such proportion
          as
          is appropriate to reflect the relative fault of the indemnifying party,
          on the
          one hand, and the indemnified party, on the other hand, in connection with
          the
          statements or omissions which resulted in such losses, liabilities, claims,
          damages or expenses, as well as any other relevant equitable
          considerations .
          The
          relative fault of the indemnifying party and the indemnified party shall
          be
          determined by reference to, among other things, whether any such untrue
          or
          alleged untrue statement of a material fact or omission or alleged omission
          to
          state a material fact relates to information supplied by the indemnifying
          party
          on one hand or by or on behalf of the indemnified party on the other and
          the
          parties’ relative intent, knowledge, access to information and opportunity to
          correct or prevent such statement or omission.
 
 Gabriel
          and Seller agree that it would not be just and equitable if contribution
          pursuant to this Section 4.5 were determined by *pro
          rata* allocation or by any other method of allocation that does not take account
          of
          the equitable considerations referred to in the immediately preceding paragraph.
          The amount paid or payable by an indemnified party as a result of the losses,
          claims, damages or liabilities referred to in the immediately preceding
          paragraph shall be deemed to include, subject to the limitations set forth
          above, any legal or other expenses reasonably incurred by such indemnified
          party
          in connection with investigating or defending any such action or claim.
          No
          Person guilty of fraudulent misrepresentation (within the meaning of Section
          11(f) of the 1933 Act) shall be entitled to contribution from any Person
          who was
          not guilty of such fraudulent misrepresentation. Neither Gabriel nor Seller
          shall be liable for contribution with respect to any action, suit, proceeding
          or
          claim settled without its prior written consent, which consent shall not
          be
          unreasonably withheld, conditioned or delayed.
 
 **ARTICLE
          V**
 **MISCE** **LLANEOUS**
 
 **Section
          5.1**  **Rule
          144** **.** Gabriel
          covenants that it will timely file any reports required to be filed by
          it under
          the 1934 Act and that it will take such further action as Seller may reasonably
          request to the extent required from time to time to enable Seller to sell
          Registrable Securities without registration under the 1933 Act within the
          limitations of the exemptions provided by Rule 144, as such Rule may be
          amended
          from time to time, or any similar rule or regulation hereafter adopted
          by the
          Commission. Except as set forth in Section 2.2, nothing contained in this
          Agreement shall preclude any sales of Registrable Securities that Seller
          may
          effect in compliance with Rule 144.
 
  B-8
  **Section
          5.2**  **Expenses** . ** Except
          to
          the extent otherwise expressly provided in Section 3.2 hereof, each
          party shall pay its own expenses incident to the transactions contemplated
          hereby.
 
 **Section
          5.3**  **GOVERNING
          LAW** **.** THIS
          AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
          OF THE
          STATE OF NEW YORK, WITHOUT REGARD FOR THE CONFLICTS OF LAWS PRINCIPLES
          THEREOF
          THAT MIGHT OTHERWISE REFER CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT
          TO
          THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.
 
 **Section
          5.4**  **WAIVER
          OF JURY TRIAL** **.** EACH OF
          THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY
          IN
          ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT
          OR ANY
          OF THE TRANSACTIONS CONTEMPLATED HEREBY. ******
 
 **Section
          5.5**  **CONSENT
          TO JURISDICTION AND SERVICE OF PROCESS** **.** EACH
          PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED
          STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT
          OF THE
          STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION,
          SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE
          TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT
          OR
          PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION
          BASED
          ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); *PROVIDED* , *HOWEVER* ,
          THAT
          SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS
          SECTION 5.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE
          JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR
          SUCH
          PURPOSE. Any and all process may be served in any action, suit or proceeding
          arising in connection with this Agreement by complying with the provisions
          of
          Section 5.6. Such service of process shall have the same effect as if the
          party
          being served were a resident in the State of New York and had been lawfully
          served with such process in such jurisdiction. The parties hereby waive
          all
          claims of error by reason of such service. Nothing herein shall affect
          the right
          of any party to service process in any other manner permitted by law or
          to
          commence legal proceedings or otherwise proceed against the other in any
          other
          jurisdiction to enforce judgments or rulings of the aforementioned
          courts.
 
 **Section
          5.6**  **Notices** . Except
          as otherwise provided herein, any notice, instruction or instrument to
          be
          delivered hereunder shall be in writing and shall be effective upon receipt
          at
          the address set forth on *Exhibit
          A* attached
          hereto or at such other address specified in writing by the
          addressee .
 
 **Section
          5.7**  **Cumulative
          Remedies; Failure to Pursue Remedies** **.** Except
          as otherwise provided in Section 2.1(c) hereof, the rights and remedies
          provided
          by this Agreement are cumulative and the use of any one right or remedy
          by any
          party shall not preclude or waive its right to use any or all other remedies.
          Said rights and remedies are given in addition to any other rights the
          parties
          may have by law, statute, ordinance  or
          otherwise. Except where a time period is specified, no delay on the part
          of any
          party in the exercise of any right, power,
          privilege or remedy hereunder shall operate as a waiver thereof, nor shall
          any
          exercise or partial exercise of any such right, power, privilege or remedy
          preclude any further exercise thereof or the exercise of any other right,
          power,
          privilege or remedy.
 
  B-9
  **Section
          5.8**  **Amendments
          and Waivers** . Except
          as otherwise expressly provided herein, no provision of this Agreement
          may be
          amended or modified except upon the written consent of Gabriel and Seller.
          Any
          provision of this Agreement may be waived by Gabriel and Seller to be bound
          by
          such waiver. The failure of any party to enforce any of the provisions
          of this
          Agreement shall in no way be construed as a waiver of such provisions and
          shall
          not affect the right of such party thereafter to enforce each and every
          provision of this Agreement in accordance with its terms.
 
 **Section
          5.9**  **Assignment;
          Binding Effect** **.** This
          Agreement may not be assigned, in whole or in part, by any party hereto
          without
          the prior written consent of Gabriel and Seller,
          and any attempt to do so will be void, except that Gabriel may assign any
          or all
          of its rights, interests and obligations under this Agreement to any Affiliate
          provided that any Affiliate agrees in writing to be bound by all of the
          terms,
          conditions and provisions contained in this Agreement. The terms and conditions
          of this Agreement shall inure to the benefit of and be binding upon the
          respective successors and permitted assigns of the parties. Nothing in
          this
          Agreement, express or implied, is intended to confer upon any party other
          than
          the parties hereof or their respective successors and permitted assigns
          any
          rights, remedies, obligations or liabilities under or by reason of this
          Agreement, except as expressly provided in this Agreement.
 
 **Section
          5.10**  **Severability** **.** If any
          term or provision of this Agreement, or the application thereof to any
          Person or
          circumstance, shall, to any extent, be invalid or unenforceable, the remainder
          of this Agreement, or application to other Persons or  circumstances,
          shall not be affected thereby, and each term and provision of this Agreement
          is
          hereby declared to be separate and distinct and shall be enforced to the
          fullest
          extent permitted by law.  If any
          provision of this Agreement is so broad as to be unenforceable, such provision
          shall be interpreted to be only so broad as is enforceable. If any provision
          of
          this Agreement is declared invalid or unenforceable for any reason other
          than
          overbreadth, the offending provision will be modified so as to maintain
          the
          essential benefits of the bargain among the parties to the maximum extent
          possible, consistent with applicable law and public policy.
 
 **Section
          5.11**  **Counterparts;
          Signatures** **.** This
          Agreement may be executed in any number of counterparts with the same effect
          as
          if all  parties
          hereto had signed the same document, and all counterparts shall be construed
          together and shall constitute one instrument. A facsimile or photocopied
          signature shall be deemed to be the functional equivalent of an original
          for all
          purposes.
 
 **Section
          5.12**  **Entire
          Agreement** .
          This
          Agreement together with the Purchase Agreement constitute the full and
          entire
          understanding and agreement between the parties with respect to the subject
          matter of this Agreement and supersedes all prior agreements and understandings
          pertaining thereto, whether oral or written.
 
 **[** *The
          remainder of this page is intentionally left blank* **]**
 
 
  B-10
  **IN
          WITNESS WHEREOF,** the
          parties hereto have executed this Registration Rights Agreement as of the
          date
          first above written.
 
 GABRIEL :
  GABRIEL
          TECHNOLOGIES CORPORATION
 By:         
            ___________________________________________
 Name:
            ______________________________________
 Title:
            _______________________________________
 
 SELLER :
 
 CSI
          WIRELESS LLC
 
 By:         
          ___________________________________________
 Name:
          ______________________________________
 Title:
          _______________________________________
 
  B-11





**Exhibit
            G**
  **TERMINATION
            OF TECHNOLOGY DEVELOPMENT AND MANUFACTURING AGREEMENT**
  
  This
            Termination of Technology Development and Manufacturing Agreement is
            made as of
            July _____, 2006 between Trace Technologies, LLC ("Trace") and CSI Wireless
            LLC
            ("CSI") (the "Termination Agreement").
  **RECITALS:**
  A.  CSI and
            Locate Networks, Inc. are parties to a Technology Development and Manufacturing
            Agreement dated as of February 4, 2004, (the "Technology
            Agreement");
  B.  Locate
            Networks, Inc. ("Locate") assigned all of its right, title and interest
            in and
            to the Technology Agreement to Trace pursuant to an assignment agreement
            dated
            August 11, 2004 between Trace and Locate.
  C.  Notwithstanding
            the terms of the Technology Agreement, CSI and Trace (collectively, the
            "Parties" and individually, a "Party") wish to terminate the Technology
            Agreement subject to the terms hereof.
  NOW
            THEREFORE, for good and valuable consideration, the receipt and sufficiency
            of
            which are hereby acknowledged, the Parties agree as follows:
  1.
                  The
                      Technology Agreement is hereby terminated as of the date hereof,
                      and
                      neither Party shall have any further rights or obligations
                      thereunder.
  2.
                  Each
                      of the Parties hereby remises, releases and forever discharges
                      for itself,
                      its successors and permitted assigns, the other Party and each
                      of its
                      directors, officers, employees, shareholders, agents and its
                      affiliates
                      and subsidiaries and their respective directors, officers,
                      employees,
                      shareholders and agents of and from any and all actions, causes
                      of action,
                      claims and demands whatsoever, whether known or unknown and
                      whether or not
                      well founded in fact or in law and of and from any and all
                      suits, debts
                      and dues, sums of money, accounts, reckonings, bonds, bills,
                      specialities,
                      covenants, controversies, agreements, promises, trespasses,
                      damages,
                      judgments, executions claims and demands whatsoever in law
                      or in equity
                      which each of the Parties has had or now has or to which its
                      successor or
                      permitted assigns hereafter can, shall or may have from or
                      by reason of
                      any matter, cause or thing whatsoever, occurring or existing
                      up to and
                      inclusive of the date of this Termination Agreement against
                      the other
                      Party arising out of, resulting from, or in connection with
                      the Technology
                      Agreement together with any and all amendments thereto that
                      have been
                      entered into by the Parties from time to
                      time.
  3.
                  This
                      Agreement shall be governed by, construed and enforced in accordance
                      with
                      the laws in force in the State of New York. This Agreement
                      shall extend to
                      and enure to the benefit of the Parties and their respective
                      successors
                      and assigns.
  4.
                  This
                      Agreement may be executed and delivered in any number of counterparts
                      (including by telefax) with the same effect as if all the Parties
                      had
                      signed and delivered the same document and all counterparts
                      will be
                      construed together to be an original and will constitute one
                      and the same
                      agreement.
  IN
            WITNESS WHEREOF the Parties have caused this Agreement to be executed
            as of the
            date and year first above written.
  **TRACE
            TECHNOLOGIES, LLC**     **CSI
            WIRELESS LLC**
  **Per:_________________________________**    **Per:___________________________________**
  G-1