EXHIBIT
      10.14








**The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, and may not be sold, exchanged or
      transferred in any manner in the absence of such registration or an opinion
      of
      counsel reasonably acceptable to the Company that no such registration is
      required.**








**WARRANT
      CERTIFICATE**





**GABRIEL
      TECHNOLOGIES CORPORATION**








No.
              A-1
            500,000
                Warrants


Date:
      December 23 ,
      2005.





**THIS
      CERTIFIES THAT** ,
      for
      value received, **CTSL
      INVESTMENT,**  **LLC,** or
      its
      registered assigns, is entitled to purchase from **GABRIEL
      TECHNOLOGIES CORPORATION** ,
      a
      Delaware corporation (the “Company”), at any time or from time to time during
      the period specified in Paragraph 2, 500,000 fully paid and nonassessable shares
      of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”),
      at an exercise price per share equal to $1.00 (the “Exercise Price”). The term
“Warrant Shares,” as used herein, refers to the shares of Common Stock
      purchasable hereunder. The Warrant Shares and the Exercise Price are subject
      to
      adjustment as provided in Paragraph 4.





This
      Warrant is subject to the following terms, provisions, and
      conditions:





**1.**  **Manner
      of Exercise; Issuance of Certificates; Payment for** Shares.
      Subject to the provisions of this Warrant Certificate, this Warrant may be
      exercised by the holder of this Warrant and/or any permitted transferee
      specified in Section 7 below (the “holder”), in whole or in part, by the
      surrender of this Warrant together with a completed exercise agreement in the
      form attached to this Warrant Certificate (the “Exercise Agreement”), to the
      Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder), and upon payment of the Exercise Price.
      At the option of the holder, the Exercise Price may be paid to the Company
      in
      cash, by certified or official bank check or by wire transfer for the account
      of
      the Company. The Warrant Shares so purchased shall be deemed to be issued to
      the
      holder or such holder’s designee, as the record owner of such shares, as of the
      close of business on the date on which this Warrant shall have been surrendered,
      the completed Exercise Agreement shall have been delivered, and payment shall
      have been made for such shares as set forth above. Certificates for the Warrant
      Shares so purchased shall be delivered to the holder within a reasonable time
      after this Warrant shall have been so exercised. The certificates so delivered
      shall be in such denominations as may be requested by the holder and shall
      be
      registered in the name of the holder or such other name as shall be designated
      by such holder.


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**2.**  **Period
      of Exercise.** This
      Warrant may be exercised, at the option of the holder, in whole or in part,
      at
      any time from the date of the execution of this Warrant and (b) ending at 5:00
      p.m., Central time, on the fifth anniversary of the date of this Warrant (the
      “Exercise Period”).





**3.**  **Certain
      Agreements of the Company. The** Company
      hereby covenants and agrees as follows:





**(a)**  **Shares**  **to
      be Fully Paid.** All
      Warrant Shares will, upon issuance in accordance with the terms of this Warrant,
      be validly issued, fully paid and nonassessable and free from all taxes, liens
      and charges with respect to the issue thereof.





**(b)**  **Reservation
      of Shares.** During
      the Exercise Period, the Company shall at all times have authorized, and
      reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
      number of shares of Common Stock to provide for the exercise of this
      Warrant.





**(c)**  **Successors
      and Assigns.** This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation or acquisition of all or substantially all of the Company’s
      assets.





**4.**  **Antidilution
      Provisions.** During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph 4.
      In
      the event that any adjustment of the Exercise Price as required herein results
      in a fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.





**(a)**  **Subdivision
      or Combination of Common Stock.** During
      the Exercise Period, if the Company subdivides (by any stock split, stock
      dividend, recapitalization, reorganization, reclassification or otherwise)
      any
      shares of Common Stock into a greater number of shares, then, after the date
      of
      record for effecting such subdivision, the Exercise Price in effect immediately
      prior to such subdivision will be proportionately reduced. During the Exercise
      Period, if the Company combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) any shares of Common Stock into
      a
      smaller number of shares, then, after the date of record for effecting such
      combination, the Exercise Price in effect immediately prior to such combination
      will be proportionately increased.





**(b)**  **Adjustment
      in**  **Number
      of Shares.** Upon
      each
      adjustment of the Exercise Price pursuant to the provisions of this Paragraph
      4,
      the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be adjusted by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      issuable upon exercise of this Warrant immediately prior to such adjustment
      and
      dividing the product so obtained by the adjusted Exercise
      Price.


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**(c)**  **Consolidation,
      Merger or Sale.** During
      the Exercise Period, in case of any consolidation of the Company with, or merger
      of the Company into any other corporation, or in case of any sale or conveyance
      of all or substantially all of the assets of the Company other than in
      connection with a plan of complete liquidation of the Company, then as a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the holder of this Warrant will have the right
      to
      acquire and receive upon exercise of this Warrant in lieu of the shares of
      Common Stock immediately theretofore acquirable upon the exercise of this
      Warrant, such shares of stock, securities or assets as may be issued or payable
      with respect to or in exchange for the number of shares of Common Stock
      immediately theretofore acquirable and receivable upon exercise of this Warrant
      had such consolidation, merger or sale or conveyance taken place. In any such
      case, the Company will make appropriate provision to insure that the provisions
      of this Paragraph 4 will thereafter be applicable as nearly as may be in
      relation to any shares of stock or securities thereafter deliverable upon the
      exercise of this Warrant.





**(d)**  **Notice
      of Adjustment.** Upon
      the
      occurrence of any event that requires any adjustment of the Exercise Price,
      then, and in each such case, the Company shall give notice thereof to the
      holder, which notice shall state the Exercise Price resulting from such
      adjustment and the increase or decrease in the number of Warrant Shares
      purchasable at such price upon exercise, setting forth in reasonable detail
      the
      method of calculation and the facts upon which such calculation is based. Such
      calculation shall be certified by independent public accountants then engaged
      by
      the Company.





**(e)**  **Minimum
      Adjustment of Exercise Price.** No
      adjustment of the Exercise Price shall be made in an amount of less than 1%
      of
      the Exercise Price in effect at the time such adjustment is otherwise required
      to be made, but any such lesser adjustment shall be carried forward and shall
      be
      made at the time and together with the next subsequent adjustment which,
      together with any adjustments so carried forward, shall amount to not less
      than
      1% of such Exercise Price.





**(f)**  **No
      Fractional Shares.** No
      fractional shares of Common Stock are to be issued upon the exercise of this
      Warrant, but the Company shall pay a cash adjustment in respect of any
      fractional shares which would otherwise be issuable in an amount equal to the
      same fraction of the Market Price (as defined herein) of a share of Common
      Stock
      on the date of such exercise.





**(g)**  **Other
      Notices.** In
      case:





**(i)**  the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;





**(ii)**  the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;


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**(iii)**  there
      shall be any capital reorganization of the Company, or reclassification of
      the
      Common Stock, or consolidation or merger of the Company with or into or sale
      of
      all or substantially all its assets to, another corporation or entity;
      or





**(iv)**  there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of
      the Company;





then,
      in
      each such case, the Company shall give to the holder (a) notice of the date
      on
      which the books of the Company shall close or a record shall be taken for
      determining the holders of Common Stock entitled to receive any such dividend,
      distribution, or subscription rights or for determining the legal holders of
      Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place. Such notice shall also specify the
      date
      on which the holders of Common Stock shall be entitled to receive such dividend,
      distribution, or subscription rights or to exchange their Common Stock for
      stock
      or other securities or property deliverable upon such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation, or
      winding-up, as the case may be. Such notice shall be given at least 30 days
      prior to the record date or the date on which the Company’s books are closed in
      respect thereto. Failure to give any such notice or any defect therein shall
      not
      affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
      and (iv) above.





**(h)**
            **Certain
                Definitions:**





**(i)**  “Market
      Price” as of any date, means (a) the average of the last reported sale prices on
      the principal trading market for the Common Stock for the ten (10) trading
      days
      immediately preceding the date of any such determination, or (b) if market
      value
      cannot be calculated as of such date on the foregoing basis, Market Price shall
      be the fair market value as reasonably determined in good faith by the Board
      of
      Directors of the Company. The manner of determining the Market Price of the
      Common Stock sets forth in the foregoing definition shall apply with respect
      to
      any other security in respect of which a determination as to market value must
      be made hereunder.





**(ii)**  “Common
      Stock” for the purposes of this Paragraph 4, includes the Common Stock, par
      value $0.001 per share, or shares resulting from any subdivision or combination
      of such Common Stock, or in the case of any reorganization, reclassification,
      consolidation, or sale of the character referred to in Paragraph 4(c), the
      stock
      or other securities or property provided for in such Paragraph.





**5.**  **Issue
      Tax.** The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder or such shares for any issuance
      tax
      or other costs in respect thereof, provided that the Company shall not be
      required to pay any tax that may be payable in respect of any transfer involved
      in the issuance and delivery of any certificate in a name other than the holder
      of this Warrant.


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**6.**  **No
      Rights or Liabilities as a Shareholder.** This
      Warrant shall not entitle the holder to any voting rights or other rights as
      a
      shareholder of the Company. No provision of this Warrant, in the absence of
      affirmative action by the holder to purchase Warrant Shares, and no mere
      enumeration herein of the rights or privileges of the holder, shall give rise
      to
      any liability of such holder for the Exercise Price or as a shareholder of
      the
      Company, whether such liability is asserted by the Company or by creditors
      of
      the Company.





**7.**  **Transfer
      and Replacement of Warrant.**





**(a)**  **Restriction
      on Transfer.** This
      Warrant and the rights granted to the holder are transferable, in whole or
      in
      part, upon surrender of this Warrant, together with a properly executed
      assignment in the form attached hereto, at the office of the Company referred
      to
      in Paragraph 7(d) below, provided,  however ,
      that
      any transfer or assignment shall be subject to the conditions set forth in
      Paragraph 7(e). Until due presentment for registration of transfer on the books
      of the Company, the Company may treat the registered holder as the owner and
      holder of this Warrant for all purposes, and the Company shall not be affected
      by any notice to the contrary.





**(b)**  **Replacement
      of Warrant.** Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of this Warrant, the Company, at
      its
      expense, will execute and deliver, in lieu thereof, a new Warrant of like
      tenor.





**(c)**  **Cancellation;
      Payment of Expenses.** Upon
      the
      surrender of this Warrant in connection with any transfer or replacement as
      provided in this Paragraph 7, this Warrant shall be promptly canceled by the
      Company. The Company shall pay all taxes (other than securities transfer taxes)
      and all other expenses (other than legal expenses, if any, incurred by the
      Holder) in connection with the preparation, execution, and delivery of Warrants
      pursuant to this Paragraph 7.





**(d)**  **Register.
      The Company** shall
      maintain, at its principal executive offices (or such other office of the
      Company as it may designate by notice to the holder), a register for this
      Warrant, in which the Company shall record the name and address of the person
      in
      whose name this Warrant has been issued, as well as the name and address of
      each
      transferee and each prior owner of this Warrant.





**(e)**  **Exercise
      or Transfer Without Registration.** If,
      at
      the time of the surrender of this Warrant in connection with any exercise,
      transfer, or exchange of this Warrant, this Warrant (or in the case of any
      exercise, the Warrant Shares issuable hereunder) shall not be registered under
      the Securities Act and under applicable state securities or blue sky laws,
      the
      Company may require, as a condition of allowing such exercise, transfer, or
      exchange (i) that the holder or transferee of this Warrant, as the case may
      be,
      furnish to the Company a written opinion of counsel, which opinion and counsel
      are reasonably acceptable to the Company, to the effect that such exercise,
      transfer or exchange may be made without registration under said Act and under
      applicable state securities or blue sky laws, and (ii) that the holder or
      transferee execute and deliver to the Company an investment letter in form
      and
      substance acceptable to the Company. The first holder of this Warrant, by taking
      and holding the same, represents to the Company that such holder is acquiring
      this Warrant for investment and not with a view to the distribution
      thereof.




-5-




**8.**  **Notices.** All
      notices, requests and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder. All notices, requests, and other communications required or permitted
      to
      be given or delivered hereunder to the Company shall be in writing, and shall
      be
      personally delivered, or shall be sent by certified or registered mail or by
      recognized overnight mail courier, postage prepaid and addressed to the office
      of the Company at:





Gabriel
      Technologies Corporation


4538
      South 140 th Street


Omaha,
      NE
      68137


Attention:
            President





or
      at
      such other address as shall have been furnished to the holder of this Warrant
      by
      notice from the Company. Any such notice, request or other communication may
      be
      sent by facsimile, but shall in such case be subsequently confirmed by a writing
      personally delivered or sent by certified or registered mail or by recognized
      overnight mail courier as provided above. All notices, requests and other
      communications shall be deemed to have been given either at the time of the
      receipt thereof by the person entitled to receive such notice at the address
      of
      such person for purposes of this Paragraph 8 or, if mailed by registered or
      certified mail or with a recognized overnight mail courier upon deposit with
      the
      United States Post Office or such overnight mail courier, if postage is prepaid
      and the mailing is properly addressed, as the case may be.





**9.**  **Governing**  **Law.** THIS
      WARRANT SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
      INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE BODY OF LAW
      CONTROLLING CONFLICTS OF LAW.





**10.**
            **Miscellaneous.**





**(a)**  **Amendments.** This
      Warrant and any provision it may only be amended by an instrument signed by
      the
      Company and the holder.





**(b)**  **Descriptive
      Headings.** The
      descriptive headings of the several paragraphs of this Warrant are inserted
      for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions of this Warrant.


-6-


**(c)**  **Severability
      and Savings Clause.** If any
      one or more of the provisions contained in this Agreement is for any reason
      (i)
      objected to, contested or challenged by any court, government authority, agency,
      department, commission or instrumentality of the United States or any state
      or
      political subdivision thereof, or any securities industry self-regulatory
      organization (collectively, “Governmental Authority”), or (ii) held to be
      invalid, illegal or unenforceable in any respect, the Company and the holder
      agree to negotiate in good faith to modify such objected to, contested,
      challenged, invalid, illegal or unenforceable provision. It is the intention
      of
      Company and the holder that there shall be substituted for such objected to,
      contested, challenged, invalid, illegal or unenforceable provision a provision
      as similar to such provision as may be possible and yet be acceptable to any
      objecting Governmental Authority and be valid, legal and enforceable. Further,
      should any provisions of this Agreement ever be reformed or rewritten by a
      judicial body, those provisions as rewritten will be binding, but only in that
      jurisdiction, on the holder and the Company as if contained in the original
      Agreement. The invalidity, illegality or unenforceability of any one or more
      provisions of this Warrant will not affect the validity and enforceability
      of
      any other provisions of this Warrant.





**WITNESS** the
      signature of a proper officer of the Company as of the date first above
      written.





**GABRIEL
      TECHNOLOGIES CORPORATION**





By:  /s/
      Keith R.
      Feilmeier


Name:______________________________________


Title:  President











ATTEST:







KR
      Feilmeier


Secretary




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