EXHIBIT
      4.3





**PROMISSORY
      NOTE**








**$2,000,000.00**
            Omaha,
                Nebraska


January
      29, 2006





Maturity
      Date: **June
      15, 2006**





FOR
      VALUE
      RECEIVED, Gabriel Technologies Corp., a Delaware corporation with its principal
      place of business at 4538 S. 140 th St.,
      Omaha, NE 68137 (“Gabriel”), the undersigned maker of this promissory note
      (“Promissory Note”), promises to pay Resilent LLC, a Nebraska limited liability
      company, with its principal place of business at 15858 West Dodge Road, Omaha,
      NE 68118 (the “Company”), the sum of





TWO
      MILLION DOLLARS ($2,000,000.00)





bearing no interest
      from the date hereof until maturity, June 15, 2006 (“Maturity Date”). The
      Company and Gabriel (the “Parties”) further acknowledge and agree to the
      following terms and conditions which form a part of this Note:





1.  Each
      Party acknowledges that this Promissory Note is part of the Consideration as
      defined in the Plan of Exchange between the Parties, dated January19, 2006
      (“Plan of Exchange”).





2.  Upon
      the
      request of the Company, Gabriel shall make payments to the Company, against
      the
      stated amount of this Promissory Note, in the amounts and on the dates stated
      on
      the payment schedule attached hereto as Exhibit “A”.




3.  The
      Company hereby acknowledges receipt of the initial payment due under this
      Promissory Note of $200,000.00, as set forth above, on or about December 15,
      2005 and a further payment of $45,000.00 on or about January 3,
      2006.




4.  In
      the
      event the Plan of Exchange is not consummated by February 2, 2006, this
      Promissory Note shall be cancelled and deemed null and void and any monies
      paid
      to the Company hereunder (“Cash Paid”) shall become a debt owed by the Company
      to Gabriel. In such event the parties shall execute an appropriate promissory
      note made by the Company to Gabriel in an amount equal to the aggregate total
      of
      the Cash Paid, and bearing a maturity date of April 1, 2006 and an interest
      rate
      of Eight Percent (8%).




5.  Gabriel
      may prepay all or any part of the unpaid principal balance at any time prior
      to
      the Maturity Date, without penalty.







6.  In
      the
      event any payment due under this Promissory Note is not made when due, the
      Company shall notify Gabriel of such default in writing (“Notice of Default”)
      and Gabriel shall have ten (10) business days from its receipt of the Notice
      of
      Default to cure such default.




7.  This
      Promissory Note shall be deemed a non-recourse note.




8.  Gabriel
      hereby waives demand, protest or notice and agrees that extension of time shall
      not constitute a waiver of its obligations hereunder








MADE
      AND
      SIGNED this 19th day of January, 2006.








GABRIEL
      TECHNOLOGIES CORP. (“GABRIEL”)








/s/ Keith
      Feilmeier


Keith
      Feilmeier


President
      and CEO











AGREED
      AND ACCEPTED:





RESILENT
      LLC








/s/ Steven E.
      Campisi


Steven
      E.
      Campisi


Manager





**Exhibit
      A**











**Schedule
      for Payment to Resilent LLC.**








December
            2005
            $200,000.00January
            2006
            $316,667.00
                (Balance of $271,667)February
            2006
            $316,667.00March
            2006
            $316,667.00April
            2006
            $316,667.00May
            2006
            $316,667.00June
            2006
            $216,667.00





All
      Payments are to be received on or before the 15 th day of
      each month, except that the January payment shall not be delivered in full
      until
      the execution of this Promissory Note and the Plan of Exchange.





December
      2005 payment has been delivered and $45,000 of the January payment has been
      delivered.