PROMISSORY NOTE PURCHASE AGREEMENT

THIS PROMISSORY NOTE PURCHASE AGREEMENT (this “ Agreement ”) is made as of August 21, 2009 by and among Gabriel Technologies Corporation, a Delaware corporation (the “ Company ”), and the investors listed on the Schedule of Investors attached hereto (each, an “ Investor ” and collectively, the “ Investors ”).

WHEREAS, the Company desires to raise capital of up to $300,000 pursuant to this Agreement (the “ Financing ”);

WHEREAS, the Investors desire to purchase, and the Company desires to sell to each initial Investor (each an “ Initial Investor ”) who desires to participate in the Initial Closing (as defined below), a Promissory Note in the form attached hereto as Exhibit A (with all such Promissory Notes issued in the Initial Closing or any Interim Closing (as defined below) referred to herein individually as a “Note” and collectively as the “ Notes ”) in the principal amount set forth opposite such Investor’s name on Schedule A ), upon the terms and conditions set forth in this Agreement; and

WHEREAS, subsequent to the Initial Closing and until such time as the Company has (a) sold Notes in the aggregate principal amount of $300,000 or, (b) in its discretion, determined that the offering of the Notes should be terminated (the “ Open Investment Period ”), the Company desires to offer and sell additional Notes to additional parties that elect to participate in the Financing (the “ Additional Investors ”), each of whom would become an Investor pursuant to this Agreement, at one or more Interim Closings (as defined below) in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

1.       Purchase and Sale of Notes; Closings .

1.1   Sale and Issuance of Notes to Initial Investors at Initial Closing .  Subject to the terms and conditions of this Agreement, the initial purchase and sale of the Notes shall take place at the principal office of the Company (the “ Closing Location ”), at 10:00 A.M., on August 21, 2009 (which time and place are designated as the “ Initial Closing ”).  At the Initial Closing, the Company shall deliver to each Initial Investor the original Note that such Initial Investor is purchasing at the Initial Closing upon confirmation of receipt of payment of the purchase price therefor, which purchase price shall equal the principal amount of the Note purchased (the “ Purchase Price ”) and shall be paid in cash by wire transfer.

1.2   Sale and Issuance of Notes at Interim Closings .  Subject to this Section 1.2, after the Initial Closing, the Company may sell additional Notes to Additional Investors at one or more interim closings (each an “ Interim Closing ,” and collectively referred to herein along with the Initial Closing as the “ Closings ,” or, as applicable, individually as a “ Closing ”), provided that any such sale is pursuant to this Agreement and any such Interim Closing occurs on or before the end of the Open Investment Period.  Any Additional Investor purchasing a Note at any Interim Closing shall become a party to this Agreement in full capacity as an “Investor” in this Agreement, as if such person had purchased Notes at the Initial Closing by executing and delivering to the Company a counterpart signature page to this Agreement.  The representations and warranties of the Company set forth in Section 2 hereof shall speak as of the date of each Closing, and the representations and warranties of each applicable Additional Investor in Section 3 hereof shall speak as of the date of the applicable Closing.  At each Interim Closing, (i) this Agreement, including without limitation the Schedule of Investors attached hereto, may be amended by the Company without the consent of the Investors to include any Additional Investors as parties hereto and to add each Additional Investor and the principal amount of the Note being purchased by such Additional Investor to the Schedule of Investors attached hereto, and (ii) the Company shall deliver to each Additional Investor the original Note that such Additional Investor purchases at such Interim Closing upon confirmation of receipt of payment of the Purchase Price therefor, which Purchase Price shall equal the principal amount of the Note purchased, in cash by wire transfer.  Any Notes sold pursuant to this Section 1.2 shall be deemed to be “Notes” for all purposes under this Agreement.

2.       Representations and Warranties of the Company .  The Company represents and warrants the following:

2.1   Organization, Good Standing and Qualification .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

2.2   Authorization .  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Notes, the performance of all obligations of the Company hereunder and under the Notes, and the authorization, sale and issuance of the Notes being sold hereunder, has been taken or will be taken prior to the Initial Closing.  This Agreement and the Notes constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.3   Offering .  Subject in part to the truth and accuracy of each Investor’s representations set forth in Section 3 of this Agreement, the issuance and sale of the Notes as contemplated by this Agreement are intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”); and

2.4   Compliance With Other Instruments .  The Company is not in material violation of any provision of its Certificate of Incorporation as amended to date, or Bylaws nor, to its knowledge, will the execution and performance of this Agreement or the Notes constitute a violation or breach of any other agreement between the Company and any other person or entity.

3.       Representations and Warranties of the Investors .  Each Investor, severally and not jointly, hereby represents, warrants and covenants that:

3.1   Authorization .  Such Investor has full power and authority to enter into this Agreement, and this Agreement is a legal, valid and binding agreement of such Investor, enforceable in accordance with its terms.

3.2   Purchase Entirely For Own Account .  This Agreement is made with such Investor in reliance upon such Investor’s representations to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Notes to be received by such Investor will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in or otherwise distributing the same.  By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Note(s).

3.3   Disclosure of Information .  Such Investor has received all the information it requested from the Company for deciding whether to purchase the Notes.  Such Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Notes and the business, properties, prospects, litigation matters, and financial condition of the Company, including but not lim