DEBT SETTLEMENT AGREEMENT AND RELEASE

THIS DEBT SETTLEMENT AGREEMENT AND RELEASE (this “ Agreement ”) is made and entered into as of the 19 ^th   day of July, 2006, by and between Nicholas A. Fegen (“ Fegen ”), and Gabriel Technologies Corporation, a Delaware corporation (the “ Company ”).

WHEREAS , as of the date hereof, the Company has an outstanding promissory note payable to the order of Fegen in the principal amount of $210,547.95 (the “ Note ”) with accrued but unpaid interest on such Note equaling $3,497.81 (the “ Interest ”); and

WHEREAS , the Company and Fegen desire to cancel the Note and settle and release all outstanding obligations, debts, and liabilities with respect thereto, including without limitation the Interest, and to certain other matters between them pursuant to the terms of this Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and confessed, the parties agree as follows:

1.   RELEASE BY FEGEN . Fegen, on behalf of himself and his heirs, representatives, successors and assigns, hereby fully, finally and completely RELEASES AND FOREVER DISCHARGES the Company and its predecessors, successors, assigns, partners, members, managers, affiliates, subsidiaries, parents, officers, shareholders, directors, employees, attorneys, and agents, past, present and future (the “ Company Released Parties ”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, known or unknown, solely with respect to matters arising in connection with the Note (including principal, any interest thereon or other fees or obligations related thereto) that Fegen had, now has, or hereafter may have against the Company Released Parties (the “ Fegen Claims ”). Fegen hereby agrees that he will not assert, and that he is estopped from asserting, against any and all of the Company Released Parties, any Fegen Claims that are released in this Agreement.

2.   CONSIDERATION . As consideration for the execution and delivery of this Agreement, and upon delivery and cancellation of the Note pursuant to Section 3 below, the Company shall (i) issue a stock certificate representing 286,000 shares of the Company’s capital stock (the “ Shares ”), and (ii) issue a warrant to acquire 286,000 shares of the Company’s capital stock at an exercise price of $1.00 in substantially the form of Exhibit A attached hereto (the “ Warrant ”) (collectively, the “ Securities ”).

3.   DELIVERY AND CANCELLATION OF NOTE . Upon execution and delivery of this Agreement, Fegen shall deliver to the Company the Note which shall be marked as “cancelled” by the Company. Fegen hereby releases and forever discharges the Company’s obligation to pay all or any portion of the Note.

4.   FEGEN REPRESENTATIONS AND WARRANTIES . As of the date hereof, Fegen represents and warrants the following: