EXHIBIT
      10.15





GABRIEL
      TECHNOLOGIES CORP.


CONVERTIBLE
      SENIOR PROMISSORY NOTE SUBSCRIPTION AGREEMENT





This
      Convertible Senior Promissory Note Subscription Agreement (“Agreement”) is
      entered into as of January 6, 2006 by and between Gabriel Technologies Corp.,
      a
      Delaware Corporation and Trace Technologies LLC, a Nevada limited liability
      company, on the one hand and Broidy Capital Management and Elliott Broidy,
      an
      individual, on the other.





RECITALS





WHEREAS,
      Gabriel Technologies Corp., a Delaware corporation (“Gabriel” or “the Company”)
      and its wholly owned subsidiary Trace Technologies LLC, a Nevada limited
      liability company (“Trace Technologies”), are in need of capital investment;
      and





WHEREAS,
      Elliott Broidy, an individual (“Broidy” or “Lender”), currently owns shares and
      warrants in Gabriel Technologies Corp. as set forth in Exhibit
      A ,
      attached hereto; and





WHEREAS,
      on or about December 9, 2005 *,* Lender
      made a loan to the Company in the amount of Two Hundred Thousand Dollars
      $200,000, as evidenced by that certain Promissory Note dated on December 9,
      2005
      (the “Original Promissory Note”) attached hereto as Exhibit
      B and





WHEREAS,
      the Company has requested that Lender make an additional loan to the Company
      of
      Eight Hundred Thousand Dollars ($800,000); and





WHEREAS,
      the Company and Lender have agreed that Lender will make an additional loan
      to
      the Company in the amount of Eight Hundred Thousand Dollars ($800,000) subject
      to non-accountable expenses of $25,000; and





WHEREAS,
      the Company and Lender have decided to treat Lender’s current loan of $800,000
      and the loan involving the Original Promissory Note as one transaction (the
      “Loan”) and concurrent with the Loan have the Company execute a Convertible
      Senior Promissory Note (the “Convertible Note”) in the amount of One Million
      Dollars ($1,000,000) in favor of Lender on the terms and conditions set forth
      below;





NOW,
      THEREFORE, for consideration duly acknowledged and received, the parties agree
      as follows:





1.
            Principal
                and Interest.





Subject
      to the terms and conditions contained herein, Gabriel Technologies Corp., (the
      “Company”), a Delaware corporation, for value received, hereby promises to pay
      to the order of Broidy Capital Management or holder (“Lender”) in lawful money
      of the United States at 1801 Century Park East, Suite 2150, Los Angeles,
      California 90067, the principal amount of One Million Dollars ($1,000,000),
      together with simple interest at a rate equal to nine percent (9.0%) per annum,
      which interest shall be paid to Lender for the first three months to be paid
      April 1, 2006. Subsequent to such quarterly payment, interest shall be paid
      by
      Company monthly.





1


In
      exchange for the Convertible Note, Lender has or will have loaned to the Company
      a total of One Million Dollars $1,000,000, comprised of:





(a)  The
      Two
      Hundred Thousand Dollar ($200,000) loan made by Lender on or about December
      9,
      2005;





(b)  Twenty
      Five Thousand Dollars ($25,000) ** in
      non-accountable expenses to be incurred by Lender in connection with this
      transaction, including but no limited to documentation costs; and





(c)  Seven
      Hundred Seventy Five Thousand Dollars ($775,000) to be wire transferred to
      Gabriel in immediately available funds within two business days upon
      finalization and signature of this agreement and any ancillary documents
      thereto.





The
      principal of this Convertible Note is due and payable on January 6, 2007 (the
      “Maturity Date”), unless this Convertible Note is earlier converted or prepaid
      in accordance herewith. All interest on this Convertible Note is due and payable
      on the Maturity Date.




2.
            The
                Note




2.1 The
      Convertible Note .
      On or
      about December 9, 2005, Lender loaned to the Company Two Hundred Thousand
      Dollars ($200,000), as evidenced by the Original Promissory Note. Lender now
      agrees, subject to the terms of this Agreement, to loan the Company an
      additional Eight Hundred Thousand Dollars ($800,000), minus Twenty Five Thousand
      Dollars ($25,000) ** in
      non-accountable expenses to be incurred by the Lender in connection with this
      transaction. Therefore, upon completion of the documentation of all legal
      documents contemplated hereunder, Lender shall loan to Company Seven Hundred
      Seventy Five Thousand Dollars ($775,000) (the “New Loan”). The loan reflected by
      the Original Promissory Note shall then be rolled into this Convertible Note,
      and Gabriel’s obligation to repay the Original Promissory Note, the New Loan and
      the $25,000 in non-accountable expenses shall be evidenced by a Convertible
      Senior Promissory Note (the “Convertible Note”) in the amount of One Million
      Dollars ($1,000,000) dated as of the Closing Date (as defined below) in the
      form
      attached hereto as Exhibit
      C .





2.2 Place
      and Date of Closing .
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) will
      be held at the offices of Lender at 1801 Century Park East, Suite
      2150, ** Los
      Angeles, California on January 6, 2006 or at such other time and place as the
      parties shall mutually agree (the “Closing Date”).





2.3 Delivery .
      At the
      Closing, the Company shall deliver the Convertible Note to Lender who shall
      then
      deliver to the Company within two business days $775,000 via wire transfer
      of
      immediately available funds to the Company’s designated bank account. If the
      Company is not at the closing the Company shall deliver the executed Convertible
      Note to Lender by the fastest available means.





2.4 Use
      of
      Proceeds .
      The
      proceeds from the sale of the Convertible Note will be used by the Company
      for
      general corporate purposes and working capital, including but not limited to
      the
      acquisition of a majority ownership in Resilent LLC dba Digital Defense plus
      potential litigation involving intellectual property rights owned by Trace
      Technologies, LLC.




2




2.5 Superiority
      and Subordination .
      Other
      than the Company’s Revolving Credit Facility with the Nebraska State Bank,
      entered into as of August 12, 2005, so long as the Convertible Note is
      outstanding Lender’s rights under this Convertible Note shall be senior to and
      shall have priority in payment of principal and interest as against any other
      promissory notes or indebtedness of the Company.




3.
              Conditions;
                    Representations and Warranties; Covenants.




3.1 Conditions
      to Obligations of the Lender .
      The
      Lender’s obligations at the Closing are subject to the fulfillment, prior to the
      Closing Date, of all of the following conditions, any of which may be waived
      in
      whole or in part by Lender, and all of which shall be deemed satisfied by
      Lender’s execution of this Agreement:





(a) Except
      for the notices required or permitted to be filed after the Closing Date with
      certain federal and state securities commissions, the Company shall have
      obtained all governmental approvals (including without limitation all necessary
      state securities laws permits and qualifications) required in connection with
      the lawful sale and issuance of the Note.





(b) At
      the
      Closing, the sale and issuance by the Company, and the purchase by the Lender,
      of the Convertible Note shall be legally permitted by all laws and regulations
      to which the Lender or the Company is subject.





(c) All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing and all documents and instruments incident to such transaction
      shall be reasonably satisfactory in substance and form to the
      Lender.





(d) Prior
      to
      the Closing, the Company shall deliver to Lender copies of (i) the total amount
      of authorized, issued and outstanding shares in Gabriel and all related
      entities; (ii) the total amount of options that have been issued by Gabriel
      and
      all related entities, including the terms of such options; (iii) the total
      amount of warrants that have been issued by Gabriel and all related entities,
      including the terms of such warrants; (iv) the total amount of Gabriel stock,
      options and warrants owned by Elliott Broidy both before and after the
      Investment, and (v) a copy of Company’s credit agreement with the Company’s
      Revolving Credit Facility with the Nebraska State Bank, entered into as of
      August 12, 2005 and (vi) the signed side letter referred to in Exhibit
      I ,
      attached hereto.





3.2 Conditions
      to Obligations of the Company .
      The
      Company’s obligation to issue and sell the Convertible Note at the Closing is
      subject to the fulfillment, to the Company’s satisfaction on or prior to the
      Closing Date, of the following conditions, any of which may be waived in whole
      or in part by the Company, and all of which shall be deemed satisfied by
      Company’s execution of this Agreement:





(a) Except
      for the notices required or permitted to be filed after the Closing Date with
      certain federal and state securities commissions, the Company shall have
      obtained all governmental approvals (including without limitation all necessary
      state securities laws permits and qualifications) required in connection with
      the lawful sale and issuance of the Convertible Note.





3


(b) At
      the
      Closing, the sale and issuance by the Company, and the purchase by Lender,
      of
      the Convertible Note shall be legally permitted by all laws and regulations
      to
      which the Lender or the Company is subject.





3.3 Representations
      and Warranties by the Lender .
      Lender
      hereby represents and warrants to the Company as set forth in Exhibit
      D .





3.4 Representations
      and Warranties by the Company .
      The
      Company hereby represents and warrants to the Lender as set forth in Exhibit
      E .





3.5 Conversion
      Right .
      The
      Company and Lender agree that at any time so long as the Convertible Note is
      outstanding, Lender has the right to convert the Convertible Note (the
“Conversion Right”) into up to $1,000,000 worth of common stock of the Company
      at a per share price of $1.00 (the “Strike Price”). As set forth in the
      Convertible Note, the Company agrees that it may prepay principal amounts owed
      to Lender under this Convertible Note provided that the Company provides fifteen
      (15) days written notice and confirmation of the receipt of such notice by
      Lender. Lender shall be able to exercise his Conversion Right under the
      Convertible Note during the period that the Company has provided notice of
      its
      desire to prepay principal but before such prepayment has taken
      place.





3.6 Antidilution .
      The
      Company and Lender agree that so long as any amounts are owed to the Lender
      by
      the Company under this Convertible Note, should the Company issue securities,
      options, warrants or derivatives of any kind with a sale, exercise or strike
      price less than One Dollar and Fifty Cents ($1.50) per share, then the Strike
      Price of the Conversion Right will be reduced by the percentage of the
      difference between $1.50 and the price of the issued security, option warrant
      or
      derivative. Thus, by way of example, if while the Convertible Note is still
      outstanding the Company were to issue securities, warrants, options or
      derivatives with an exercise price of $.75 — *i.e.* a total
      of 50% (75/150) below $1.50— then the $1.00 Strike Price referred to in Section
      3.5 shall likewise be reduced by 50% - *i.e.* to $.50
      ($l.00*50%) per share — and Lender would therefore have the option of converting
      the Convertible Note into a total of 2,000,000 shares.





In
      the
      event that the Company shall at any time hereafter (a) pay a dividend in Common
      Stock or securities convertible into Common Stock; (b) subdivide or split its
      outstanding Common Stock; (c) combine its outstanding Common Stock into a
      smaller number of shares; then the number of shares to be issued immediately
      after the occurrence of any such event shall be adjusted so that Lender
      thereafter may still receive the same number of warrants he would have owned
      immediately following such action if he had exercised the Conversion Right
      immediately prior to such action and the Strike Price of this Convertible Note
      set forth in Section 3.5 ** above
      shall be adjusted to reflect such proportionate increases or decreases in the
      number of shares.





3.7 Change
      in Control Event .
      The
      Company shall give Lender at least fifteen (15) days’ prior written notice of
      the date of the consummation of any (i) reorganization, recapitalization, sale,
      conveyance or other disposition of all or a majority of the property or business
      of the Company or any subsidiary of the Company, (ii) merger into or
      consolidation of the Company or a material subsidiary of the Company with any
      other corporation (other than a wholly owned subsidiary corporation) or other
      transaction or series of related transactions in which more than 50% of the
      voting power of the Company is disposed of, or (iii) liquidation, dissolution
      or
      winding up of the Company (each, a “Change in Control Event”). If Lender
      provides to the Company, within five days of the receipt of such notice, written
      notice objecting to the consummation of such Change in Control Event (the
“Objection Notice”), then the Company shall not consummate such Change in
      Control Event unless (a) the surviving entity of such Change in Control Event
      (1) expressly assumes all of the obligations specified in this Agreement and
      the
      Note and (2) has a net worth not less than the consolidated net worth of the
      Company at the time of such Change in Control Event; or (b) the Company
      indefeasibly repays all of the outstanding principal amount of and interest
      on
      the Convertible Note within five business days after the closing date of such
      Change in Control Event.




4




3.8 Inspection
      Rights .
      Company
      shall permit any authorized representatives designated by Lender to visit and
      inspect any of the properties of Company, to inspect, copy and take extracts
      from its financial and accounting records, and to discuss its affairs, finances
      and accounts with its officers and independent public accountants (provided
      that
      Company may, if it so chooses, be present at or participate in any such
      discussion), all upon reasonable notice and at such reasonable times during
      normal business hours and as often as may reasonably be requested. Lender shall
      not use any information obtained under this Agreement for any purpose that
      is
      not reasonably related to performance of the respective rights and obligations
      of the parties hereunder, such rights and obligations including but not limited
      to repayment of the Convertible Note.





3.9 Restriction
      on Fundamental Changes .
      The
      Company shall not take any action that may reasonably be expected to have an
      adverse effect on the Company’s ability to repay the Convertible Note and any
      accrued interest thereon when and as due without the prior written permission
      of
      Lender.





3.10 Restriction
      on Additional Debt .
      Other
      than the Company’s Revolving Credit Facility with the Nebraska State Bank,
      entered into as of August 12, 2005, so long as the Convertible Note is
      outstanding Lender shall have priority in payment of principal and interest
      as
      against any other promissory notes or indebtedness of the Company. The Company
      shall provide Lender with fifteen days prior notice before incurring any
      subordinated debt. Any such subordinated debt must be preapproved by Lender,
      which approval shall not be unreasonably withheld.





3.11 No
      Public Statement .
      Lender
      and the Company shall not issue any public statement concerning the transactions
      contemplated by this Agreement without written consent of the parties named
      in
      such public statement.




4.
                Security
                      Interest




4.1 General
      Security Interest .
      To
      guaranty and as security for repayment of the full principal amount of the
      Convertible Note plus interest, Lender shall receive a priority security
      interest in all of the assets and intellectual property of(i) the Company and
      (ii) Resilent LLC dba Digital Defense (the “Security Interest”). Company and
      Lender shall work together to promptly perfect Lender’s Security Interest in
      such assets and intellectual property.





5


4.2 Pledge
      of Securities .
      In
      addition to the Security Interest set forth in Paragraph 4.1 above, as
      additional security for repayment of the full principal amount of the Note
      plus
      interest the Company shall pledge to Lender (i) all of the securities in the
      possession, custody or control of Company after its transaction with Resilent
      LLC, a Nebraska limited liability company, scheduled to take place on or about
      January 11, 2006 and Company will also forward to Lender immediately upon
      receipt the Unit Certificate from Resilent LLC representing 11,818 Units;.
      and
      (ii) 3,000,000 shares of the Company’s common treasury stock (together, the
“Pledged Securities”). Upon closing Company will instruct the Transfer Agent to
      transfer to Lender stock certificates sufficient to transfer the full amount
      of
      the Pledged Securities to Lender, together with documentation sufficient to
      transfer all associated stock powers to Lender in the event that the Company
      defaults under this Convertible Note.





After
      Closing, title to and ownership of the Pledged Securities shall remain with
      the
      Company unless and until the Convertible Note is paid off in full. In the event
      that the Convertible Note is not paid off in full upon the Maturity Date,
      however, title to and ownership of the Pledged Securities shall automatically
      transfer to Lender and the Company shall document and effectuate such transfer,
      including the transfer of all associated stock powers, of the registered
      securities within five *(5)* business
      days of the Maturity Date. Transfer of the Pledged Securities to Lender shall
      not impinge or limit in any way Lender’s additional rights under the Convertible
      Note. Lender’s security interest in the Pledged Securities shall immediately
      cease upon (i) the Company’s repayment of all amounts, including interest, due
      and outstanding under the Convertible Note or (ii) Lender’s exercise of the
      Conversion Right.


5.
                  Option
                        to Purchase Shares in Digital Defense
                        Group


The
      Company has secure a two year option to purchase 2,333 shares of “C” units in
      Resilent LLC dba Digital Defense Group for $1,250,000 plus interest at
      5%, ** pursuant
      to that certain option agreement attached hereto as Exhibit
      F (the
“Resilent Option”). In addition to the other terms of this agreement, Lender
      shall have a two year option from the date of this agreement to purchase all
      shares of “C” units in Resilent LLC acquired by the Company pursuant to the
      Resilent option. Lender shall acquire such units from Gabriel on the same terms
      and conditions that Gabriel acquires such units pursuant to the Resilent Option.
      Upon exercising the Option Company will forward the 2,333 class “C” Units to
      Lender within five business days.


6.
                  Warrants





In
      addition to the other terms of this Agreement, Lender shall receive warrants
      to
      purchase an additional 1,000,000 shares of common stock of the Company
      exercisable at a strike price of $1.00 per share (the “Warrants”). The form and
      substance of the agreement with respect to the Warrants shall be identical
      to
      the form Warrant Agreement attached hereto has Exhibit
      G .
      Concurrent with the Warrant Agreement, Gabriel and Lender shall enter into
      a
      Registration Rights Agreement (the “Registration Rights Agreement”) identical in
      form to the Registration Rights Agreement attached hereto as Exhibit
      H .
      The
      Registration Rights Agreement shall obligate the Company to register the
      securities underlying (i) the Warrants, (ii) this Convertible Note,
      (iii) all Pledged Securities and (iv) all warrants owned by Broidy as of the
      date of this Agreement, all within 150 days of the date hereof.




6


The
      parties will furthermore enter into a side agreement in the form attached hereto
      as Exhibit
      I ,
      adjusting the exercise price of the warrants based upon the Company’s future
      revenues.




7.
                    Miscellaneous.




7.1 Waivers
      and Amendments .
      The
      terms and provisions of this Agreement or the Note may be waived, modified
      or
      amended (either generally or in a particular instance, either retroactively
      or
      prospectively and either for a specified period of time or indefinitely), unless
      such waiver, modification or amendment is in writing, signed by both
      parties.





7.2 Governing
      Law .
      This
      Agreement shall be governed in all respects by the laws of the State of Delaware
      as such laws are applied to agreements between Delaware residents entered into
      and to be performed entirely within Delaware. Any lawsuit or litigation arising
      under, out of, in connection with, or in relation to this Agreement, any
      amendment thereof, or the breach thereof, shall be brought in the courts of
      Los
      Angeles, California, which courts shall have exclusive jurisdiction over any
      such lawsuit or litigation.





7.3 Survival .
      The
      representations, warranties, covenants and agreements made herein shall survive
      any investigation made by any investor in the Company and the Closing of the
      transactions contemplated hereby, including any conversion of the Note. All
      statements as to factual matters contained in any certificate or other
      instrument delivered by or on behalf of the Company or any of its officers
      pursuant hereto or in connection with the transactions contemplated hereby
      shall
      be deemed to be representations and warranties by the Company hereunder as
      of
      the date of such certificate or instrument.





7.4 Successors
      and Assigns .
      This
      Agreement is not transferable by the Company, whether by sale, pledge or other
      disposition, without the prior written consent of the Lender which consent
      may
      be withheld in Lender’s sole discretion, except that the Company may transfer
      this Agreement without such consent in connection with a merger or other similar
      transaction involving the Company. This Agreement is not transferable by the
      Lender, whether by sale, pledge or other disposition, without the prior written
      consent of the Company which consent may be withheld in the Company’s sole
      discretion, except that the Lender may transfer this Agreement without such
      consent to an affiliate of the Lender. Notwithstanding the foregoing, any such
      transferee or assignee must agree to be bound by the terms of, and make the
      representations required by, the Note and this Agreement. Any transfer in
      violation hereof shall be void. Except as otherwise expressly provided herein,
      the provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, assigns, heirs, executors and administrators of the parties
      hereto.





7.5 Entire
      Agreement .
      The
      Agreement (including the exhibits attached hereto) and the other documents
      delivered pursuant hereto constitute the full and entire understanding and
      agreement between the parties with regard to the subjects hereof and
      thereof.





7.6 Notices,
      etc .
      All
      notices and other communications required or permitted hereunder shall be
      effective upon receipt and shall be in writing and may be delivered in person, by
      telecopy, electronic mail, overnight delivery service or U.S. mail, in which
      event it may be mailed by first-class, certified or registered, postage prepaid,
      addressed (a) if to an Lender, at such Lender’s address set forth on the
      signature page of this Agreement, or at such other address as such Investor
      shall have furnished the Company in writing, or, until any such holder so
      furnishes an address to the Company, then to and at the address of the last
      holder of such Securities who has so furnished an address to the Company, or
      (b)
      if to the Company, at its address set forth on the signature page of this
      Agreement, or at such other address as the Company shall have furnished to
      the
      Lender and each such other holder in writing.





7


7.7 Separability
      of Agreement; Severability of this Agreement .
      If any
      provision of this Agreement shall be judicially determined to be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired thereby.
      The
      parties further agree to replace any such invalid, illegal or unenforceable
      provision with enforceable provisions, which will achieve, to the extent
      possible, the economic, business and other purposes of the invalid, illegal
      or
      unenforceable provisions.





7.8 Payment
      of Fees and Expenses .
      The
      Company and the Lender shall each bear their own expenses incurred with respect
      to this transaction.





7.9 Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall be deemed to constitute one
      instrument.





7.10 Headings;
      Exhibits .
      The
      headings in this Agreement are for convenience and ease of reference and are
      not
      to be considered in construction or interpretation of this Agreement nor as
      evidence of the intention of the parties hereto. All exhibits and attachments
      are incorporated herein by reference.





7.11 Interpretation .
      No
      presumption or burden of proof or persuasion will be implied because this
      Agreement was prepared by or at the request of any party or its
      counsel.





7.12 Injunctive
      Relief .
      The
      parties acknowledge and agree that breach of this Agreement by the Company
      cannot adequately be recompensed by damages, that a remedy at law would be
      inadequate and accordingly the Company agrees that in the event of such breach
      Lender shall be entitled to such injunctive and equitable relief as a court
      of
      equity may determine. The Company waives the requirement of Lender posting
      bond
      as a condition to seeking equitable relief.





*[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]*




8


IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered by their proper and duly authorized officer as of the date and year
      first written above.


**Gabriel
              Technologies, Inc.**By:
            /s/ Keith
                FeilmeierName:
            Keith
                FeilmeierTitle:
            Chief
                Executive Officer


By:
            /s/ Maurice ShanleyName:
            Maurice
                ShanleyTitle:
            Chief
                Financial Officer





**Broidy
              Capital Management**By:
            /s/ Elliott BroidyName:
            Elliott
                BroidyTitle:
            Chairman




**Elliott
              Broidy**By:
            /s/ Elliott BroidyName:
            Elliott
                Broidy


9




**EXHIBIT** **** **A**





**Elliott
      Broidy’s Ownership Percentage Prior** **** **to
      the Transaction**





**Shares**
            **Authorized**
            **Issued
                and Outstanding**GWLK
            60,000,000
            26,868,571Trace
                Technologies LLC
            
            2,000Resilient
                LLC
            
            23,635Elliott
                Broidy
            
            675,000




**Shares**
              **Authorized**
              **Issued
                  and Outstanding**GWLK
              3,150,000*Trace
                  Technologies LLC
              500**Resilient
                  LLCElliott
                  Broidy
              n/a





* Employee
      options @ $1.00





** Management
      options @ $2,000


**Shares**
                **Authorized**
                **Issued
                    and Outstanding**GWLK
                
                5,909,647***Trace
                    Technologies LLCResilient
                    LLCElliott
                    Broidy
                
                575,000







*** Resilient
      Warrants (one million)





10


**EXHIBIT
      B**




**[OLD
      PROMISSORY NOTE]**




11


**EXHIBIT
      C**





THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
      SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT
      WITH
      A VIEW TO OR IN CONNECTION WITH ANY SALE OR DISTRIBUTION THEREOF. THE SECURITIES
      MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
      AND
      QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES,
      AN
      OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
      TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
      REQUIRED.





**GABRIEL
      TECHNOLOGIES CORP.**





**CONVERTIBLE
      SENIOR PROMISSORY NOTE**








$1,000,000
            Los
                Angeles, California
              January
                6,
                2006




1. Principal
      and Interest .
      Subject
      to the terms and conditions contained herein, Gabriel Technologies Corp., (the
      “Company”), a Delaware corporation, for value received, hereby promises to pay
      to the order of Broidy Capital Management or holder (“Lender”) in lawful money
      of the United States at 1801 Century Park East, Suite 2150, Los Angeles,
      California 90067, the principal amount of One Million Dollars ($1,000,000),
      together with simple interest at a rate equal to nine percent (9.0%) per annum,
      which interest shall be paid to Lender for the first three months to be paid
      April 1, 2006. Subsequent to such quarterly payment, interest shall be paid
      by
      Company monthly.





In
      exchange for this Convertible Senior Promissory Note, Lender has loaned to
      the
      Company a total of One Million Dollars $1,000,000, comprised of:





(a)
            A
                Two Hundred Thousand Dollar ($200,000) loan made by Lender on or
                about
                December 9, 2005;





(b)
            Twenty
                Five Thousand Dollars ($25,000)**in
                non-accountable expenses to be incurred by Lender in connection with
                this
                transaction, including but no limited to documentation costs;
                and





(c)
            Seven
                Hundred Seventy Five Thousand Dollars ($775,000) to be wired to Gabriel
                in
                immediately available funds upon finalization and signature of this
                agreement and any ancillary documents
                thereto.




12


The
      principal of this Convertible Note is due and payable on January 6, 2007 (the
      “Maturity Date”), unless this Convertible Note is earlier converted or prepaid
      in accordance herewith. All interest on this Convertible Note is due and payable
      on the Maturity Date.





2. Subordination
      and Seniority .
      Other
      than the Company’s Revolving Credit Facility with the Nebraska State Bank,
      entered into as of August 12, 2005, so long as the Convertible Note is
      outstanding Lender’s rights under the Convertible Note shall be senior to and
      shall have priority in payment of principal and interest as against any other
      promissory notes or indebtedness of the Company.





3. Conversion
      or Repayment .
      The
      Company and Lender agree that at any time so long as the Convertible Note is
      outstanding, subject to the Prepayment provision of Section 6 below, Lender
      has
      the right to convert the Convertible Note (the “Conversion Right”) into up to
      $1,000,000 worth of common stock of the Company at a per share price of $1.00
      (the “Strike Price”). Lender may exercise the Conversion Right by informing the
      Company either in writing or electronically that it intends to do
      so.





4. Antidilution .
      The
      Company and Lender agree that so long as any amounts are owed to the Lender
      by
      the Company under this Convertible Note, should the Company issue securities,
      options, warrants or derivatives of any kind with an exercise or strike price
      less than One Dollar and Fifty Cents ($1.50) per share, then the Strike Price
      of
      the Conversion Right will be reduced by the percentage of the difference between
      $1.50 ** and
      the
      price of the issued security, option warrant or derivative. Thus, by way of
      example, if while the Convertible Note is still outstanding the Company were
      to
      issue securities, warrants, options or derivatives with an exercise price of
      $.75 — *i.e.* a
      total
      of 50% (75/150) ** below
      $1.50— then the $1.00 Strike Price referred to in Section 3.5 ** shall
      likewise be reduced by 50% - *i.e.* to
      $.50 ** ($1.00*50%)
      per share — and Lender would therefore have the option of converting the
      Convertible Note into a total of 2,000,000 shares.





5. Security .
      To
      guaranty and as security for repayment of the full principal amount of the
      Convertible Note plus interest, Lender shall receive a priority security
      interest in all of the assets and intellectual property of (i) the Company
      and
      (ii) Resilent LLC dba Digital Defense (the “Security Interest”). Company and
      Lender shall work together to promptly perfect Lender’s Security Interest in
      such assets and intellectual property.





As
      additional security for repayment of the full principal amount of the Note
      plus
      interest the Company shall pledge to Lender (i) all of the securities in the
      possession, custody or control of Company after its transaction with Resilent
      LLC, a Nebraska limited liability company, scheduled to take place on or about
      January 1115, 2006 and Company will also forward to Lender immediately upon
      receipt the Unit Certificate from Resilent LLC representing 11,818 Units;.
      and
      (ii) 3,000,000 shares of the Company’s common treasury stock (together, the
“Pledged Securities”). Upon closing Company will instruct the Transfer Agent to
      transfer to Lender stock certificates sufficient to transfer the full amount
      of
      the Pledged Securities to Lender, together with documentation sufficient to
      transfer all associated stock powers to Lender in the event that the Company
      defaults under this Convertible Note.





13


After
      Closing, title to and ownership of the Pledged Securities shall remain with
      the
      Company unless and until this Convertible Note is paid off in full. In the
      event
      that this Convertible Note is not paid off in full upon the Maturity Date,
      however, title to and ownership of the Pledged Securities shall automatically
      transfer to Lender and the Company shall document and effectuate such transfer,
      including the transfer of all associated stock powers, of the registered
      securities within five (5) business days of the Maturity Date. Transfer of
      the
      Pledged Securities to Lender shall not impinge or limit in any way Lender’s
      additional rights under this Convertible Note. Lender’s security interest in the
      Pledged Securities shall immediately cease upon (i) the Company’s repayment of
      all amounts, including interest, due and outstanding under the Convertible
      Note
      or (ii) Lender’s exercise of the Conversion Right





6. Prepayment .
      The
      Company agrees that it may prepay principal amounts owed to Lender under this
      Convertible Note provided that the Company provides fifteen (15) days written
      notice and confirmation of the receipt of such notice by Lender. Lender shall
      be
      able to exercise his Conversion Right under this Note during the period that
      the
      Company has provided notice of its desire to prepay principal but before such
      prepayment has taken place.





7. Attorneys’
      Fees .
      If the
      indebtedness represented by this Convertible Note or any part thereof is
      collected in bankruptcy, receivership or other judicial proceedings or if this
      Convertible Note is placed in the hands of attorneys for collection after
      default, the Company agrees to pay, in addition to the principal and interest
      payable hereunder, reasonable attorneys’ fees and costs incurred by
      Lender.





8. Notices .
      Any
      notice, other communication or payment required or permitted hereunder shall
      be
      in writing and shall be deemed to have been given upon delivery if delivered
      in
      accordance with the terms of the Note Subscription Agreement.





9. Acceleration .
      This
      Convertible Note shall become immediately due and payable if (i) the Company
      commences any proceeding in bankruptcy or for dissolution, liquidation,
      winding-up, composition or other relief under state or federal bankruptcy laws;
      (ii) such proceedings are commenced against the Company, or a receiver or
      trustee is appointed for the Company or a substantial part of its property,
      and
      such proceeding or appointment is not dismissed or discharged within 60 days
      after its commencement; or (iii) the Company materially breaches its obligations
      under the Note Subscription Agreement.





10. Waivers .
      The
      Company hereby waives presentment, demand for performance, notice of
      non-performance, protest, notice of protest and notice of dishonor. No delay
      on
      the part of Lender in exercising any right hereunder shall operate as a waiver
      of such right or any other right. This Note shall be construed in accordance
      with the laws of the State of Delaware, without regard to the conflicts of
      laws
      provisions thereof. Any lawsuit or litigation arising under, out of, in
      connection with, or in relation to this Agreement, any amendment thereof, or
      the
      breach thereof, shall be brought in the courts of Los Angeles, California,
      which
      courts shall have exclusive jurisdiction over any such lawsuit or
      litigation.




14


11. Assignment .
      This
      Convertible Note is not transferable by the Company, whether by sale, pledge
      or
      other disposition, without the prior written consent of Lender which consent
      may
      be withheld in Lender’s sole discretion, except that the Company may transfer
      this Note without such consent in connection with a merger or other similar
      transaction involving the Company.





12. Nevada
      Law .
      This
      Note shall be governed by and interpreted in accordance with the laws of the
      State of Nevada.





IN
      WITNESS WHEREOF, Gabriel Technologies Corp. has caused this Convertible Senior
      Promissory Note to be executed by its officer thereunto duly
      authorized.


**GABRIEL
                    TECHNOLOGIES CORP.**By:Name:
                Keith
                    FeilmeierTitle:
                Chief
                    Executive Officer
 By:
                /s/ Maurice ShanleyName:
                Maurice
                    ShanleyTitle:
                Chief
                    Financial Officer





15





**EXHIBIT
      D**





**REPRESENTATIONS
      AND WARRANTIES OF LENDER**





Lender
      hereby represents and warrants to the Company as follows:





1.
            Authorization.
                When executed and delivered by the Lender, this Agreement will constitute
                the valid and legally binding obligation of the Lender, enforceable
                in
                accordance with its terms, except as limited by applicable bankruptcy,
                insolvency, reorganization, moratorium or other laws of general
                application relating to or affecting the enforcement of creditors’ or
                security holders’ rights.





2.
            Purchase
                for Own Account.
                Lender is acquiring the Convertible Note for its own account and
                for
                investment purposes only and not with a view to, or for resale in
                connection with, any “distribution” of all or any portion thereof within
                the meaning of the Securities Act of 1933, as amended, subject,
                nevertheless, to the condition that the disposition of the property
                of
                Lender shall at all times be within their
                control.





3.
            Disclosure
                of Information.
                Lender has been afforded an opportunity to ask such questions of
                the
                Company’s agents, accountants and other representatives concerning the
                Company’s proposed business, operations, financial condition, assets,
                liabilities and other relevant matters as he has deemed necessary
                or
                desirable, and has been given all such information as has been requested,
                in order to evaluate the merits and risks of the investment contemplated
                herein.





4.
            Experience.
                Lender is experienced in evaluating and investing in companies such
                as the
                Company. The Lender has no need for liquidity in the investment in
                the
                Convertible Note, has the ability to bear the economic risk of such
                investment and can afford a complete loss of the purchase
                price.





5.
            Accredited
                Investor.
                Lender is an “accredited investor” as defined in Regulation D issued under
                the Securities Act of 1933, as amended, and is familiar with the
                requirements under said Regulation D for being deemed an accredited
                investor.





6.
            Restricted
                Securities.
                Lender understands that the Convertible Note being purchased hereunder
                and
                any shares acquired pursuant to the Conversion Right are characterized
                as
                “restricted securities” under the federal securities laws since they are
                being acquired from the Company in a transaction not involving a
                public
                offering and that under such laws and applicable regulations such
                securities may be resold without registration under the Securities
                Act
                only in certain limited circumstances. Lender represents that it
                is
                familiar with Rule 144 promulgated by the Securities and Exchange
                Commission, as presently in effect, and understands the resale limitations
                imposed thereby and by the Securities Act of 1933, as amended. The
                undersigned understands that the Company is relying on Section 4(2)
                under
                the Securities Act of 1933, as amended, which provides an exemption
                from
                registration under the Securities Act of 1933, as
                amended.





Notwithstanding
      the foregoing, as part of this transaction the Company has agreed to enter
      into
      a registration rights agreement (the “Registration Rights Agreement”) identical in
      form
      to the Registration Rights Agreement attached to this Convertible Note as Exhibit
      H .
      The
      Registration Rights Agreement shall obligate the Company to register the
      securities underlying (i) the Warrants, (ii) this Convertible Note, (iii) all
      Pledged Securities and (iv) all warrants owned by Broidy as of the date of
      this
      Agreement, all within 150 days of the date hereof.





16


7.
            Further
                Limitations on Disposition.
                Without in any way limiting the representations set forth above,
                Lender
                further agrees not to make any disposition of all or any portion
                of the
                Note being purchased hereunder or of any shares acquired pursuant
                to the
                Conversion Right except in compliance with applicable state securities
                laws and unless and until:





a.
            Registration
                Statement.
                There is then in effect a registration statement under the Securities
                Act
                covering such proposed disposition and such disposition is made in
                accordance with such registration
                statement;





b.
            Rule
                144.
                Such disposition is made in accordance with Rule 144 under the Securities
                Act; or





c.
            Notified
                Company.
                Lender shall have notified the Company of the proposed disposition
                and
                shall have furnished the Company with a statement of the circumstances
                surrounding the proposed disposition, and, if requested by the Company,
                the Lender shall have furnished the Company with an opinion of counsel
                acceptable to the Company, that such disposition will not require
                registration under the Securities Act of 1933, as amended, and will
                be in
                compliance with applicable state securities
                laws.





8.
            Legends.
                Lender understands and acknowledges that the certificates evidencing
                the
                Convertible Note purchased hereunder (or any certificate evidencing
                (i)
                any shares acquired pursuant to the Conversion Right, or (ii) any
                other
                securities issued with respect thereto pursuant to any stock split,
                stock
                dividend, merger or other form of reorganization or recapitalization)
                shall bear, in addition to any other legends which may be required
                by this
                Agreement or applicable state securities laws the following
                legend:





THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER
      THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE
      PERMITFED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
      SUCH
      TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR
      IN
      THE OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REGISTRATION
      UNDER
      THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND
      WITH APPLICABLE STATE SECURITIES LAWS.




17




9.
              Residence.
                  If Lender is an individual, then Lender resides in the state or
                  province
                  identified in the address of the Lender set forth on the signature
                  page of
                  this Agreement; if Lender is an entity, then the office or offices
                  of
                  Lender in which its investment decision was made is located at
                  the address
                  of the Investor set forth on the signature page of this
                  Agreement.
  Broidy
                  Capital
                  ManagementBy:
                /s/ Elliott
                    BroidyName:
                Elliott
                    BroidyTitle:
                Chairman
   18


**EXHIBIT
      E**





**REPRESENTATIONS
      AND WARRANTIES OF COMPANY**





The
      Company hereby represents and warrants to the Lender as follows:





1.
            Organization
                and Standing.
                The Company is a corporation duly organized and existing under, and
                by
                virtue of, the laws of the State of Delaware and is in good standing
                under
                such laws. The Company has requisite corporate power and authority
                to own
                and operate its properties and assets and to carry on its business
                as
                presently conducted.





2.
            Due
                Qualification.
                The Company and each of its subsidiaries shall be duly qualified
                to do
                business as a foreign company in good standing, and shall have obtained
                all necessary licenses and approvals in all jurisdictions in which
                the
                ownership or lease of property or the conduct of its business shall
                require such qualifications and where the failure to so qualify will
                have
                a material adverse effect on the ability of the Company or such subsidiary
                to conduct its business or perform its obligations under this
                Agreement.





3.
            Corporate
                Power and Authority.
                The Company and each of its subsidiaries have all requisite legal
                and
                corporate power and authority to execute and deliver this Agreement
                and
                the Convertible Note (the “Transaction Documents”). All corporate action
                on the part of the Company and its subsidiaries and their directors
                and
                stockholders necessary for the authorization, execution, delivery
                and
                performance of the Transaction Documents and the performance of the
                Company’s obligations under the Transaction Documents has been taken or
                will be taken prior to the Closing. The Transaction Documents, when
                executed and delivered by the Company and its subsidiaries, shall
                constitute valid and binding obligations of the Company, enforceable
                in
                accordance with their terms, subject to laws of general application
                relating to bankruptcy, insolvency and the relief of debtors and
                rules of
                law governing specific performance, injunctive relief or other equitable
                remedies.





4.
            Subsidiaries.
                The Company has one subsidiary and/or affiliated company, Trace
                Technologies LLC, a Nevada limited liability company. Other than
                Trace
                Technologies it does not otherwise own or control, directly or indirectly,
                any equity interest in any corporation, association or business
                entity.





*5.*
            Consent.
                No consent, approval order or authorization of or registration,
                qualification, designation, declaration or filing with any governmental
                authority on the part of the Company is required in connection with
                the
                valid execution, delivery and performance of the Transaction Documents,
                except the qualification (or taking of such action as may be necessary
                to
                secure an exemption from qualification, if available) of the offer
                and
                sale of the Notes under applicable Blue Sky laws, which filings and
                qualifications, if required, will be accomplished in a timely
                manner.





6.
            Conflicts.
                The execution, delivery and performance of the Transaction Documents
                by
                the Company and the consummation of the transactions contemplated
                hereby
                and thereby do not and will not conflict with or result in a violation
                of
                any provision of the Company’s Certificate of Incorporation or Bylaws or
                violate or conflict with any material agreements to which the Company
                is a
                party or, to the best of its knowledge, any law, rule or decree applicable
                to the Company, except for such violations or conflicts which,
                individually or in the aggregate, would not have a material adverse
                effect
                on the Company.




19




7.
            Litigation.
                There is no action, suit, claim, proceeding or investigation pending
                or,
                to the Company’s knowledge, threatened against the Company or any of its
                officers or directors in writing at law or in equity or by any government
                agency or instrumentality. The Company, its officers and its directors
                have disclosed to Investor all prior litigation, investigations or
                proceedings to which they have been a
                party.





8.
            Registration
                of Securities.
                Notwithstanding the foregoing, as part of this transaction the Company
                has
                agreed to enter into a registration rights agreement (the “Registration
                Rights Agreement”) identical in form to the Registration Rights Agreement
                attached to this Convertible Note asExhibit
                H.
                The Registration Rights Agreement shall obligate the Company to register
                the securities underlying (i) the Warrants, (ii) this Convertible
                Note,
                (iii) all Pledged Securities and (iv) all warrants owned by Broidy
                as of
                the date of this Agreement, all within 150 days of the date
                hereof.





9.
            Financial
                Condition.
                The Company has heretofore made available to Lender the financial
                statements and information for the period ended September 30, 2005.
                All
                such statements, other than pro forma financial statements, were
                prepared
                in conformity with GAAP and fairly present, in all material respects,
                the
                financial position of the Company as at the respective dates thereof
                and
                the results of operations and cash flows of the Company for each
                of the
                periods then ended, subject, in the case of any such unaudited financial
                statements, to changes resulting from audit and normal year-end
                adjustments. The Company has no contingent obligation, contingent
                liability or liability for taxes, long-term lease or unusual forward
                or
                long-term commitment that, as of the Closing Date, is not reflected
                in the
                foregoing financial statements or the notes
                thereto.






20
 
  10.
                Intellectual
                    Property.
                    As of the Closing Date, the Company owns or has the right to
                    use, all
                    Intellectual Property used in the conduct of its business, except
                    where
                    the failure to own or have such right to use in the aggregate
                    could not
                    reasonably be expected to result in a material adverse effect.
                    No claim
                    has been asserted and is pending challenging or questioning the
                    use of any
                    such Intellectual Property or the validity or effectiveness of
                    any such
                    Intellectual Property, nor does the Company know of any valid
                    basis for
                    any such claim, except for such claims that in the aggregate
                    could not
                    reasonably be expected to result in a material adverse effect.
                    The use of
                    such Intellectual Property by the Company does not infringe on
                    the rights
                    of any person, except for such claims and infringements that,
                    in the
                    aggregate, could not reasonably be expected to result in a material
                    adverse effect. All patents and patents-pending attributable
                    to the
                    Company have been appropriately filed and copies provided to
                    the
                    Investor.


**Gabriel
                    Technologies Corp.**By:Name:Title:
                Chief
                    Executive Officer
 By:
                /s/ Maurice ShanleyName:
                Maurice
                    ShanleyTitle:
                Chief
                    Financial Officer




21




EXHIBIT
      F





[Resilent
      Option]





22


EXHIBIT
      G





[Warrant
      Agreement]





23


**CLASS
      A WARRANT OF**


**GABRIEL
      TECHNOLOGIES CORPORATION**


**INCORPORATED
      UNDER THE LAWS OF**


**THE
      STATE OF DELAWARE**








**1.1****Basic
      Terms.**This certifies that, for value received, the registered owner
      set forth below (“Registered Owner,” “Owner” or “Warrant holder”) is entitled,
      subject to the terms and conditions of this Class A Warrant (“Class A Warrant”
or “Warrant”), until the expiration date set forth below, to purchase 1,000,000
      shares of the Common Stock, par value $0.001 (“the Common Stock”), of Gabriel
      Technologies Corporation (the “Corporation”) from the Corporation at the
      purchase price shown below, on delivery of this Warrant to the Corporation
      with
      the exercise form duly executed and payment of the purchase price (in cash
      or by
      certified or bank cashier’s check payable to the order of the Corporation) for
      each share purchased.





Registered
          Owner: Elliott
          Broidy





Purchase
          Price: (until
          November 30, 2009)
 One Dollar ($1.00) a share




Expiration
          Date: 3:00
          p.m.
          November 30, 2009, unless terminated sooner under this
          Warrant.





**1.2****Corporation’s
      Covenants as to Common Stock**. Shares deliverable on the exercise of
      this Warrant shall, at delivery, be fully paid and non-assessable, free from
      taxes, liens, and charges with respect to their purchase. The Corporation shall
      take any necessary steps to assure that the par value per share of the Common
      Stock is at all times equal to or less than the then current Warrant purchase
      price per share of the Common Stock issuable pursuant to this Warrant. The
      Corporation shall at all times reserve and hold available sufficient shares
      of
      Common Stock to satisfy all conversion and purchase rights of outstanding
      convertible securities, options, and warrants.





**1.3****Method
      of Exercise; Fractional Shares.** The purchase rights represented by this
      Warrant are exercisable at the option of the Registered Owner within 60 days
      upon receipt of written notice from the Corporation and holder shall have the
      right to exercise this Warrant when written demand is received from the
      Corporation, provided, however, that purchase rights are not exercisable with
      respect to a fraction of a share of Common Stock. In lieu of issuing a fraction
      of a share remaining after exercise of this Warrant as to all full shares
      covered hereby, the Corporation shall either (a) pay therefor cash equal to
      the
      same fraction of the then current Warrant purchase price per share or, at its
      option, (b) issue scrip for the fraction, in registered or bearer form approved
      by the Board of Directors of the Corporation, which shall entitle the holder
      to
      receive a certificate for a full share of Common Stock on surrender of scrip
      aggregating a full share. Scrip may become void after a reasonable period (but
      not less than six months after the expiration date of this Warrant) determined
      by the Board of Directors and specified in the scrip. In case of the exercise
      of
      this Warrant for less than all the shares available for purchase, the
      Corporation shall cancel the Warrant and execute and deliver a new Warrant
      of
      like tenor and date for the balance of the shares purchasable.





24


**1.4****Adjustment
      of
      Shares Available for Purchase.**The number of shares available for
      purchase hereunder and the purchase price per share are subject to adjustment
      from time to time by the Corporation as specified in this Warrant.





**1.5****Limited
      Rights of Owner.** This Warrant does not entitle the Registered Owner to
      any voting rights or other rights as a Stockholder of the Corporation, or to
      any
      other rights whatsoever except the rights herein expressed. No dividends are
      payable or will accrue on this Warrant or the shares available for purchase
      hereunder until and except to the extent that this Warrant is
      exercised.





**1.6****Exchange
      for Other Denominations.** This Warrant is exchangeable, on its surrender
      by the Registered Owner to the Corporation, for new Warrants of like tenor
      and
      date representing in the aggregate the right to purchase the number of shares
      available for purchase hereunder in denominations designated by the registered
      owner at the time of surrender.





**1.7****Transfer.**
      Except as otherwise above provided, this Warrant is transferable only on the
      books of the Corporation by the Registered Owner or by attorney, on surrender
      of
      this Warrant, properly endorsed.





**1.8****Recognition
      of
      Registered Owner.**Prior to due presentment for registration of transfer
      of this Warrant, the Corporation may treat the Registered Owner as the person
      exclusively entitled to receive notices and otherwise to exercise rights
      hereunder.





**1.9****Effect
      of Stock Split, Etc.**If the Corporation, by stock dividend, split,
      reverse split, reclassification of shares, or otherwise, changes as a whole
      the
      outstanding Common Stock into a different number or class of shares,
      then:





(a)the
      number and class of
      shares so changed shall, for the purposes of this Warrant, replace the shares
      outstanding immediately prior to the change; and




25




(b)the
      Warrant purchase
      price in effect, and the number of shares available for purchase under this
      Warrant, immediately prior to the date upon which the change becomes effective,
      shall be proportionately adjusted (the price to the nearest cent). Irrespective
      of any adjustment or change in the Warrant purchase price or the number of
      shares purchasable under this or any other Warrant of like tenor, the Warrants
      theretofore and thereafter issued may continue to express the Warrant purchase
      price per share and the number of shares available for purchase as the Warrant
      purchase price per share and the number of shares available for purchase were
      expressed in the Warrants when initially issued.





**1.10****Effect of Merger, Etc.**If the Corporation consolidates
      with or merges into another corporation, the Registered Owner shall thereafter
      be entitled on exercise to purchase, with respect to each share of Common Stock
      purchasable hereunder immediately before the consolidation or merger becomes
      effective, the securities or other consideration to which a holder of one share
      of Common Stock is entitled in the consolidation or merger without any change
      in
      or payment in addition to the Warrant purchase price in effect immediately
      prior
      to the merger or consolidation. The Corporation shall take any necessary steps
      in connection with a consolidation or merger to assure that all the provisions
      of this Warrant shall thereafter be applicable, as nearly as reasonably may
      be,
      to any securities or other consideration so deliverable on exercise of this
      Warrant. The Corporation shall not consolidate or merge unless, prior to
      consummation, the successor Corporation (if other than the Corporation) assumes
      the obligations of this paragraph by written instrument executed and mailed
      to
      the Registered Owner at the address of the owner on the books of the
      Corporation. A sale or lease of all or substantially all the assets of the
      Corporation for a consideration (apart from the assumption of obligations)
      consisting primarily of securities is a consolidation or merger for the
      foregoing purposes.





**1.11****Notice
      of Adjustment.**On the happening of an event requiring an adjustment of
      the Warrant purchase price or the shares available for purchase hereunder,
      the
      Corporation shall forthwith give written notice to the Registered Owner stating
      the adjusted Warrant purchase price and the adjusted number and kind of
      securities or other property available for purchase hereunder resulting from
      the
      event and setting forth in reasonable detail the method of calculation and
      the
      facts upon which the calculation is based. The Board of Directors of the
      Corporation, acting in good faith, shall determine the calculation.





**1.12****Notice
      and Effect of Dissolution.**In case a voluntary or involuntary
      dissolution, liquidation, or winding up of the Corporation (other than in
      connection with a consolidation or merger covered by paragraph 1.10 above)
      is at
      any time proposed, the Corporation shall give at least a 30 day written notice
      to the registered owner. Such notice shall contain: (a) the date on which the
      transaction is to take place; (b) the record date (which shall be at least
      30
      days after the giving of the notice) as of which holders of Common Shares will
      be entitled to receive distributions as a result of the transaction; (c) a
      brief
      description of the transaction; (d) a brief description of the distributions
      to
      be made to holders of Common Stock as a result of the transaction; and (e)
      an
      estimate of the fair value of the distributions. On the date of the transaction,
      if it actually occurs, this Warrant and all rights hereunder shall
      terminate.





26


**1.13****Method
      of Giving Notice; Extent Required.**Notices shall be given by first
      class mail, postage prepaid, addressed to the Registered Owner at the address
      of
      the Owner appearing in the records of the Corporation. No notice to Warrant
      holders is required except as specified herein.





**1.14****Warrant
      is Restricted.** Warrant and underlying shares represented by this
      Warrant have not been registered under the Securities Act of 1933 (“the Act”);
      and are “Restricted Securities” as that term is defined in Rule 144 under the
      Act. The Warrants and underlying shares may not be offered for sale, sold or
      otherwise transferred except pursuant to an effective Registration Statement
      under the Act or pursuant to an exemption from registration under the Act,
      the
      availability of which is to be established to the satisfaction of the
      Company.





**1.15.****Right to Demand Registration.**If at any time between
      the period of six (6) months from the date of the Warrant and fourteen (14)
      months from the date of the Warrant (the “Eligible Period”) the Warrant holder
      requests in writing (the “Warrant holder Demand”) that the Company file a
      registration statement on Form SB-2 (or any successor form to Form SB-2) for
      a
      public offering of the shares underlying the Warrants the Company shall, subject
      to Company’s right to delay or suspend filing or effectiveness of a Registration
      Statement for a period not to exceed sixty (60) days from receipt of Warrant
      holder Demand due to Company’s determination that failure to delay or suspend
      the filing would be seriously detrimental to the company or its stockholders,
      file such Registration Statement with the SEC within forty-five (45) days after
      its receipt of such request. The Company shall use commercially reasonable
      efforts to cause such Registration Statement to be declared effective as soon
      thereafter as practicable and keep such Registration Statement effective until
      the Warrant holder notifies the Company in writing that the Company is no longer
      required to keep such Registration Statement effective. In the event the
      registration is proposed to be part of a firm commitment underwritten public
      offering, the substantive provisions of Section 1.17 shall be applicable to
      each
      such registration initiated under this Section 1.15 and the piggyback
      registration rights of Warrant holders (to the extent provided for in Section
      1.16 of this Agreement) shall be applicable to a registration effected pursuant
      to this Section 1.15.





27


**1.16.****Piggyback Registration.**If at any time during the
      Eligible Period, the Company proposes to register (for its own account, on
      behalf of its existing shareholders or warrant holders, or a combination of
      the
      foregoing) any of its common stock under the 1933 Act in connection with a
      public offering of such common stock (other than a registration relating
      primarily to the sale of securities to participants in a Company stock plan
      of
      employee benefit plan, a transaction covered by Rule 145 under the 1933 Act
      or
      the resale of securities issued in such a transaction, a registration in which
      the only stock being registered is Common Stock issuable upon conversion or
      exchange of debt securities which are also being registered, any registration
      on
      any form which does not include substantially the same information as would
      be
      required to be included in a registration statement covering the sale of the
      registrable shares underlying the Warrant) the Company shall, at such time,
      give
      the Warrant holder notice of such registration. Upon the written request of
      the
      Warrant holder, given within ten (10) days after notice has been given by the
      Company in accordance with this Section 1.16, the Company shall, subject to
      Section 1.17, cause to be registered under the 1933 Act all of the registrable
      shares underlying the Warrant that the Warrant holder has requested to be
      registered.





**1.17****Underwriting
      Requirements.** In connection with any underwritten public offering, the
      Company shall not be required to include any of the shares underlying the
      Warrants in such underwriting unless the Warrant holder accepts the terms of
      the
      underwriting as agreed upon between the Company and the underwriters for the
      offering (which underwriters shall be selected by the Company).





**1.18.     
      Most Favored Nation Clause.** In the event that Company issues any option
      or warrant that is exercisable into Gabriel Common Stock with an expiration
      date
      later than that of the Class A Warrants, Company agrees to extend to expiration
      dates of such Class A Warrants to the later date.





**1.19.      Anti-Dilution.**
      In the event
      that Company issues any future options, warrants, or common stock with an
      exercise price below $1.00 per share, the exercise price of the Class A Warrants
      shall be reduced to the same price.





**1.20.Cashless
      Exercise.** The Class A Warrants shall be eligible for “cashless
      exercise,” meaning that the Class A Warrants may be converted into the
      corresponding number of Gabriel Common Shares without cash payment or other
      remuneration by the Class A Warrant Holder, when the following circumstance
      exists:





28


(a)
            If
                the Company fails to file a registration statement within 150 days
                from
                the date of this agreement with the Securities and Exchange Commission
                covering the common shares underlying the Class A
                Warrants.





(b)
            If
                at any time during the warrant exercise period the Company issues
                a
                dividend, the $1.00 warrant strike price shall be offset by the amount
                of
                the dividend, e.g., if a dividend of $0.25 per share were issued,
                then the
                warrant exercise price would be reduced by $0.25, such that the warrants
                could be exercised for $0.75 per share. In the event that any such
                dividend is $1.00, then a cashless exercise of the warrant would
                be
                permitted, and the underlying share will be delivered to the warrant
                holder for no fee. If the dividend is in excess of the $1.00 strike
                price
                of the warrant, the underlying share and that amount of the dividend
                in
                excess of the $1.00 strike price will be delivered to the Warrant
                Holder
                for each warrant exercised.





WITNESS
      the seal of the Corporation and the signatures of its authorized
      Officers.





Dated
      this — day of _________________,2006.





GABRIEL
              TECHNOLOGIES CORPORATIONBy:
            ____________________________________Name:      Keith
              FeilmeierTitle:       
              CEO




29




EXHIBIT
      H





[Registration
      Rights Agreement]








30





**REGISTRATION
      RIGHTS AGREEMENT**





This
      Registration Rights Agreement (this “ Agreement” )
      is made
      and entered into as of January 6, 2006, among Gabriel Technologies Corp., a
      Delaware corporation (the “Company”), and Broidy Capital Management, a
      California sole proprietorship and Elliott Broidy, an individual (together,
      “Broidy”).





This
      Agreement is made in connection with the related Convertible Senior Promissory
      Note Subscription Agreement and Warrant Agreement, both dated as of January
      6,
      2006 among the Company and Broidy (the “Convertible Note”).





The
      Company and Broidy hereby agree as follows:





1. Definitions .
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Convertible Note shall have the meanings given such terms in the Convertible
      Note. As used in this Agreement, the following terms shall have the following
      meanings:





“ Effectiveness
      Date ”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      150 th calendar
      day following the date hereof; provided, however ,
      in the
      event the Company is notified by the Commission that the Registration Statement
      will not be reviewed or is no longer subject to further review and comments,
      the
      Effectiveness Date as to such Registration Statement shall be the fifth Trading
      Day following the date on which the Company is so notified if such date precedes
      the date required above.





“ Effectiveness
      Period ”
shall
      have the meaning set forth in Section 2(a).





“ Event ”
shall
      have the meaning set forth in Section 2(b).





“ Event
      Date ”
shall
      have the meaning set forth in Section 2(b).





“ Holder ”
or
      “ Holders ”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.





“ Indemnified
      Party ”
shall
      have the meaning set forth in Section 5(c).





“ Indemnifying
      Party ”
shall
      have the meaning set forth in Section 5(e).





“ Losses ”
shall
      have the meaning set forth in Section 5(a).





“ Proceeding ”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition), whether
      commenced or threatened.





“ Prospectus ”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), 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 a 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 such Prospectus.





31


“ Registrable
      Securities ”
means
      all of the shares of the Company’s Common Stock (i) issuable upon conversion of
      the Convertible Note, (ii) the 675,000 shares currently owned by Broidy; (iii)
      the 3,000,000 shares of the Company’s Common Stock pledged as collateral under
      Section 4.2 of the Convertible Note; (iv) the shares of the Company’s Common
      Stock issuable upon exercise of the 1,000,000 share warrant issued to Broidy
      pursuant to Section 7 of the Convertible Note and (v) the warrant for 477,500
      shares held by Broidy currently, together with any shares of Common Stock issued
      or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing held by Broidy
      or his assignee, which are not eligible for sale pursuant to Rule 144(k) as
      of
      the Filing Date, or which cannot be publicly sold absent a Registration
      Statement.





“ Registration
      Statement ”
means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to such registration statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference in such registration statement.





“ Rule
      415 ” ** means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.





“ Rule
      424 ”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.





2. Consequences
      of Not Going Effective Timely .





(a) The
      Company shall promptly prepare and file with the Commission a Registration
      Statement covering the resale of 100% of the Registrable Securities for an
      offering to be made by Holder on a continuous basis pursuant to Rule 415. The
      Registration Statement shall be on Form S-3 (except if the Company is not then
      eligible to register for resale the Registrable Securities on Form S-3, in
      which
      case such registration shall be on another appropriate form in accordance
      herewith). Subject to the terms of this Agreement, the Company shall use its
      commercially reasonable efforts to cause the Registration Statement to be
      declared effective under the Securities Act as promptly as possible after the
      filing thereof, but in any event prior to the applicable Effectiveness Date,
      and
      shall use its commercially reasonable efforts to keep such Registration
      Statement continuously effective under the Securities Act until all Registrable
      Securities covered by such Registration Statement have been sold or may be
      sold
      without volume restrictions pursuant to Rule 144(k) as determined by the counsel
      to the Company pursuant to a written opinion letter to such effect, addressed
      and acceptable to the Company’s transfer agent and the Holder (the “ Effectiveness
      Period ”).





32


(b) If
      a
      Registration Statement filed or required to be filed hereunder is not declared
      effective by the Commission by its Effectiveness Date, or after the
      Effectiveness Date and during the Effectiveness Period, a Registration Statement
      ceases for any reason to remain continuously effective as to all Registrable
      Securities for which it is required to be effective, or the Holder is not
      permitted to utilize the Prospectus therein to resell such Registrable
      Securities for 15 consecutive Trading Days but no more than an aggregate of
      25
      Trading Days during any 12-month period (which need not be consecutive Trading
      Days) (any such failure or breach being referred to as an “ Event ”),
      then,
      in addition to any other rights the Holder may have hereunder or under
      applicable law, on each monthly anniversary of each Event Date beginning with
      the first monthly anniversary of the applicable Event Date (if the applicable
      Event shall not have been cured by such date) until the applicable Event is
      cured, the exercise price of the 1,000,000 share warrant issued pursuant to
      Section 7 of the Convertible Note shall be reduced by 10%.





3. Registration
      Procedures





In connection with the Company’s registration obligations hereunder, the Company
      shall:




(a) Not
      less
      than five Trading Days prior to the filing of each Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto (including any
      document that would be incorporated or deemed to be incorporated therein by
      reference), the Company shall, (i) furnish to the Holder copies of the “Selling
      Stockholders” and “Plan of Distribution” sections of the Registration Statement
      documents proposed to be filed, which documents (other than those incorporated
      or deemed to be incorporated by reference) will be subject to the review of
      such
      Holder, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of counsel to Holder to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file a Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holder of the Registrable Securities shall
      reasonably object in good faith, provided that, the Company is notified of
      such
      objection in writing no later than 3 Trading Days after the Holders have been
      so
      furnished copies of such documents.





(b) Furnish
      to Holder, without charge, at least one conformed copy of each such Registration
      Statement and each amendment thereto, including financial statements and
      schedules, all documents incorporated or deemed to be incorporated therein
      by
      reference to the extent requested by such Holder, and all exhibits to the extent
      requested by such Holder (including those previously furnished or incorporated
      by reference) promptly after the filing of such documents with the
      Commission.




33


(c) Promptly
      deliver to Holder, without charge, as many copies of the Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Holder may reasonably request in connection with
      resales by the Holder of Registrable Securities. Subject to the terms of this
      Agreement, the Company hereby consents to the use of such Prospectus and each
      amendment or supplement thereto by the Holder in connection with the offering
      and sale of the Registrable Securities covered by such Prospectus and any
      amendment or supplement thereto, except after the giving on any notice pursuant
      to Section 3(c).





(d) If
      NASDR
      Rule 2710 requires any broker-dealer to make a filing prior to executing a
      sale
      by a Holder, make an Issuer Filing with the NASDR, Inc. Corporate Financing
      Department pursuant to NASDR Rule 2710(b)(10)(A)(i) and respond within five
      Trading Days to any comments received from NASDR in connection therewith, and
      pay the filing fee required in connection therewith.





(e) Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by each Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any such jurisdiction where it is not then so subject or file a general consent
      to service of process in any such jurisdiction.





(f) If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Convertible Note,
      of
      all restrictive legends, and to enable such Registrable Securities to be in
      such
      denominations and registered in such names as any such Holders may
      request.





(g) Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances taking into account the Company’s
      good faith assessment of any adverse consequences to the Company and its
      stockholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain 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 were made,
      not misleading.





34


(h) Comply
      with all applicable rules and regulations of the Commission until the end of
      the
      Effectiveness Period.




4. Registration
      Expenses .
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to a Registration Statement. The fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      Trading Market on which the Common Stock is then listed for trading, (B) in
      compliance with applicable state securities or Blue Sky laws reasonably agreed
      to by the Company in writing (without limitation, fees and disbursements of
      counsel for the Company in connection with Blue Sky qualifications or exemptions
      of the Registrable Securities and determination of the eligibility of the
      Registrable Securities for investment under the laws of such jurisdictions
      as
      requested by the Holder) and (C) if not previously paid by the Company in
      connection with an Issuer Filing, with respect to any filing that may be
      required to be made by any broker through which a Holder intends to make sales
      of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule
      2710, so long as the broker is receiving no more than a customary brokerage
      commission in connection with such sale, (ii) printing expenses (including,
      without limitation, expenses of printing certificates for Registrable Securities
      and of printing prospectuses if the printing of prospectuses is reasonably
      requested by the Holder, and (iii) fees and disbursements of counsel for the
      Company. In addition, the Company shall be responsible for all of its internal
      expenses incurred in connection with the consummation of the transactions
      contemplated by this Agreement (including, without limitation, all salaries
      and
      expenses of its officers and employees performing legal or accounting duties),
      the expense of any annual audit and the fees and expenses incurred in connection
      with the listing of the Registrable Securities on any securities exchange as
      required hereunder. In no event shall the Company be responsible for any broker
      or similar commissions or, except to the extent provided for in the Transaction
      Documents, any legal fees or other costs of the Holder.





5. Indemnification





(a) Indemnification
      by the Company .
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless Holder, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Common Stock),
      investment advisors and employees of each of them, each person who controls
      any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, reasonable attorneys’ fees) and expenses
      (collectively, “Losses”), as incurred, arising out of or relating to any untrue
      or alleged untrue statement of a material fact contained in a Registration
      Statement, any Prospectus or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      Prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that (i) such untrue statements or omissions are based
      solely upon information regarding such Holder furnished in writing to the
      Company by such Holder expressly for use therein, or to the extent that such
      information relates to such Holder or such Holder’s proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in a Registration Statement, such
      Prospectus or such form of Prospectus or in any amendment or supplement thereto
      or (ii) the use by such Holder of an outdated or defective Prospectus after
      the
      Company has notified such Holder in writing that the Prospectus is outdated
      or
      defective and prior to the receipt by such Holder of the Advice contemplated
      in
      Section 6(d). The Company shall notify the Holders promptly of the institution,
      threat or assertion of any Proceeding arising from or in connection with the
      transactions contemplated by this Agreement of which the Company is
      aware.





35


(b) Indemnification
      by Holder .
      Holder
      shall indemnify and hold harmless the Company, its directors, officers, agents
      and employees, each person who controls the Company (within the meaning of
      Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
      directors, officers, agents or employees of such controlling Persons, to the
      fullest extent permitted by applicable law, from and against all Losses, as
      incurred, to the extent arising out of or based solely upon: (x) such Holder’s
      failure to comply with the prospectus delivery requirements of the Securities
      Act or (y) any untrue or alleged untrue statement of a material fact contained
      in any Registration Statement, any Prospectus, or any form of prospectus, or
      in
      any amendment or supplement thereto or in any preliminary prospectus, or arising
      out of or relating to any omission or alleged omission of a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading (i) to the extent, but only to the extent, that such untrue statement
      or omission is contained in any information so furnished in writing by such
      Holder to the Company specifically for inclusion in such Registration Statement
      or such Prospectus or (ii) to the extent that (1) such untrue statements or
      omissions are based solely upon information regarding such Holder furnished
      in
      writing to the Company by such Holder expressly for use therein, or to the
      extent that such information relates to such Holder or such Holder’s proposed
      method of distribution of Registrable Securities and was reviewed and expressly
      approved in writing by such Holder expressly for use in a Registration
      Statement, such Prospectus or such form of Prospectus or in any amendment or
      supplement thereto or (2) the use by such Holder of an outdated or defective
      Prospectus after the Company has notified such Holder in writing that the
      Prospectus is outdated or defective and prior to the receipt by such Holder
      of
      the Advice contemplated in Section 6(d). In no event shall the liability of
      any
      selling Holder hereunder be greater in amount than the dollar amount of the
      net
      proceeds received by such Holder upon the sale of the Registrable Securities
      giving rise to such indemnification obligation.





6. Miscellaneous





(a) Remedies .
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, Holder or the Company, as the case may be, in addition
      to
      being entitled to exercise all rights granted by law and under this Agreement,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Agreement. The Company and Holder agree that monetary damages
      would not provide adequate compensation for any losses incurred by reason of
      a
      breach by it of any of the provisions of this Agreement and hereby further
      agrees that, in the event of any action for specific performance in respect
      of
      such breach, it shall waive the defense that a remedy at law would be
      adequate.





(b) No
      Piggyback on Registrations .
      Neither
      the Company nor any of its security holders (other than the Holder in such
      capacity pursuant hereto) may include securities of the Company in the initial
      Registration Statement other than the Registrable Securities.





36


(c) Compliance .
      Holder
      covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to a Registration Statement.





(d) Notices .
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Convertible
      Note.





(e) Successors
      and Assigns .
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties. Each may assign his respective rights
      hereunder in the manner to any person to whom it transfers its rights or the
      Registrable Securities.





(f) No
      Inconsistent Agreements .
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, during the period beginning on
      or
      after the date of this Agreement and ending at the end of the Effectiveness
      Period, enter into any agreement with respect to its securities, that would
      have
      the effect of impairing the rights granted to the Holder in this Agreement
      or
      otherwise conflicts with the provisions hereof. Neither the Company nor any
      of
      its subsidiaries has previously entered into any agreement granting any
      registration rights with respect to any of its securities to any person that
      have not been satisfied in fall.





(g) Execution
      and Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.





(h) Governing
      Law .
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined with the provisions of the Convertible
      Note.





37


IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.




**GABRIEL
                TECHNOLOGIES CORP.**By:
              /s/
                Keith
                FeilmeierName:      Keith
                FeilmeierTitle:       
                CEO HOLDER:
                
                **BROIDY
                    CAPITAL MANAGEMENT AND**
                  **ELLIOTT
                    BROIDY**Elliot
                  T. Broidy
 38




EXHIBIT
      I





[Side
      Letter Regarding Warrants]





39


January
      6, 2006





Mr.
      Elliott Broidy


Chief
      Executive Officer


Broidy
      Capital Management


1801
      Century Park East, Suite 2150


Los
      Angeles, California 90067





Re: Side
      Letter Concerning Warrant Agreement





Dear
      Mr.
      Broidy:





This
      letter agreement (“Agreement”) will confirm the agreement between Gabriel
      Technology Corp., a Delaware corporation (“Gabriel”), yourself, and Broidy
      Capital Management (collectively “Broidy”) concerning that certain warrant
      agreement dated as of January 6, 2006 (the “Warrant Agreement”).





Pursuant
      to the Warrant Agreement, Broidy acquired the right to purchase a total of
      1,000,000 shares of Gabriel common stock at an exercise price (the “Exercise
      Price”) of $1.00 per share. The parties agree that in addition to the other
      terms and conditions set forth in the Warrant Agreement, the following two
      terms
      shall also govern the warrants referred to in the Warrant
      Agreement.





1. Gabriel
      agrees that the Exercise Price of the warrants shall be reduced by the same
      percentage that Gabriel’s pretax earnings in accordance with GAAP for the twelve
      month period ending December 31, 2006 are below $2,500,000. Thus, by way of
      example, if Gabriel’s 2006 pretax earnings are $2,000,000 (a 20% difference from
      $2,500,000), then the Exercise Price will be reduced by 20% to
      $0.80.





2. Gabriel
      agrees that it will register all common stock of the company associated with
      and
      underlying (i) the Warrant Agreement, (ii) the Senior Convertible Promissory
      Note between Gabriel and Broidy dated as of December 9, 2005, (iii) all Pledged
      Securities under the Senior Convertible Promissory Note and (iv) all warrants
      currently owned by Broidy within 150 days of date first set forth above (the
      “Last Registration Date”). Gabriel agrees that if such stock of the Company is
      not registered by the Last Registration Date, and for every month thereafter
      that the stock is not registered, the Exercise Price set forth in the Warrant
      Agreement shall be reduced ten per cent (10%) until all of such stock is
      registered.




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This
      Agreement represents a 1~nding obligation of Gabriel Technologies Corp.
      Furthermore, the undersigned hereby represent and warrant that they have the
      requisite power and authority to enter into this Agreement, and further
      represent that all necessary actions have been taken by the Company’s Board of
      Directors to execute this agreement.





Sincerely







/s/
      Keith
      Feilmeier





Keith
      Feilmeier


President
      and Chief Executive Officer








/s/
      Maurice Shanley





Maurice
      Shanley


Chief
      Financial Officer








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