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.

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;

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.

(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.

2.1       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.

2.5       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.

3.1       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.

(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.

3.5       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.

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.

4.1       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.

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.

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.

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.

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.

7.1       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       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.

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.

Elliott Broidy’s Ownership Percentage Prior   to the Transaction

*      Employee options @ $1.00

**          Management options @ $2,000

***         Resilient Warrants (one million)

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.

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.

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.

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.

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.