SECURITIES EXCHANGE AGREEMENT

THIS AGREEMENT , dated as of January 11, 2006, by and between Gabriel Technologies Corporation , a Delaware corporation with its principal offices at 4538 S. 140 ^th Street Omaha, NE 68137 (“ Gabriel ”) and Mutual Protective Insurance Company , a Nebraska corporation, 1515 South 75 ^th Street, Omaha, Nebraska 68124 (“ MEDICO ”).

WHEREAS, MEDICO desires to exchange Two Thousand Three Hundred Thirty Three (2,333) Class “C” Membership Interest Units (the “ Units ”) issued by Resilent LLC, a Nebraska Limited Liability Company, 15858 West Dodge Road, Omaha, Nebraska 68118 (the “Company”) and beneficially owned and held by MEDICO, and Gabriel desires to acquire such Units in exchange for One Million Five Hundred Ninety Three Thousand Seven Hundred Fifty (1,593,750)   shares of Gabriel’s common stock, par value $.001 (the “ Shares ”).

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties agree as follows:

1.   Definitions .

“Securities Act” means the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to thereto.

“Registration of Rights Agreement” shall mean for purposes of this Agreement, that certain registration of rights agreement ancillary hereto, that the parties shall enter into contemporaneously with this Agreement.

2.   Agreement Void Date . The issuance and exchange (the “ Closing ”) provided for in this Agreement will take place at such time and place as may be mutually determined by the parties. In the event the Closing does not take place prior to February 1, 2006, either party may terminate this Agreement.

3.   Exchange of Securities . Subject to and upon the terms and conditions set forth in this Agreement, MEDICO hereby agrees to transfer, convey, assign and deliver the Units to Gabriel on the date and at the time of the Closing in consideration of and exchange for the Shares. Subject to and upon the terms and conditions set forth in this Agreement, Gabriel hereby agrees to transfer, convey, assign and deliver the Units to Gabriel on the date and at the time of the Closing in consideration of and exchange for the Units.

4.   Directors . Gabriel hereby agrees that MEDICO shall retain one director on the Board of Directors of the Company and shall vote the Units for such director nominated by MEDICO.

5.   MEDICO Representations and Warranties . MEDICO hereby represents and warrants to Gabriel as follows:

(a)   Organization; Existence; Good Standing . MEDICO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nebraska.

(b)   Due Authorization . MEDICO has the full corporate power and authority to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. Each of the Agreement and Registration Rights Agreement have been duly executed and delivered by MEDICO and constitutes the valid and binding obligation of MEDICO enforceable against MEDICO in accordance with its terms.

(c)   No Conflicts . The execution, delivery and performance by MEDICO of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of each of MEDICO’s Articles of Incorporation or Bylaws, (b) breach any provision of, or be an event that is (or with the passage of time will result in) a default, or result in the cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any encumbrances upon any of the assets of MEDICO pursuant to, any material contract, mortgage, lien, lease, agreement or instrument to which MEDICO is a party or by which MEDICO is bound, or (c) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any government authority except in the cases of (b) and (c) as will not singly or in the aggregate have a Material Adverse Effect on MEDICO.

(d)   Investment Intent . MEDICO is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to MEDICO’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. MEDICO does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities.

(e)   Adequate Information . MEDICO has made an adequate investigation of the business, finances and prospects of Gabriel, including a review of Gabriel’s SEC Reports (as such term is defined in paragraph 6(f) below) with the Securities and Exchange Commission (“SEC”) made by Gabriel during the twelve months preceding this Agreement.

(f)   Investor Status . At the time MEDICO was offered the Securities, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 50 1(a) under the Securities Act.

6.   Gabriel Representations and Warranties . Gabriel represents and warrants to MEDICO as follows:

(a)   Organization; Existence; Good Standing . is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Gabriel is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws. Gabriel is duly qualified to conduct its business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in any material adverse change, either individually or in the aggregate, in the business, operations, properties, assets or condition (financial or other), or any event that has had or would reasonably be expected to have a material adverse effect (a “ Material Adverse Effect ”) on Gabriel.

(b)   Due Authorization . Gabriel has the full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. Each of the Agreement and Registration Rights Agreement has been duly executed and delivered by Gabriel and constitutes the valid and binding obligation of Gabriel enforceable against Gabriel in accordance with its terms. No further corporate action is required by Gabriel in connection therewith. The issuance of the Gabriel Shares has been duly authorized, and upon issuance to MEDICO pursuant to the terms hereof, will be validly issued, fully paid and nonassessable and are and will be free and clear of any lien or encumbrances except as set forth and under applicable securities laws.

(c)   No Brokers . Gabriel has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

(d)   No Conflicts . The execution, delivery and performance by Gabriel of each of the Agreement and Registration Rights Agreement and the consummation by Gabriel of the transactions contemplated thereunder do not and will not (a) violate or conflict with any provision of each of Gabriel’s Certificate of Incorporation or Bylaws, (b) breach any provision of, or be an event that is (or with the passage of time will result in) a default of, or result in the cancellation or acceleration of (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition or creation of any encumbrances upon any of the assets of Gabriel pursuant to, any material contract, mortgage, lien, lease, agreement or instrument to which Gabriel is a party or by which Gabriel is bound, (c) violate any legal requirement applicable to Gabriel, including the legal requirements of the National Association of Securities Dealers, or any of its properties or assets, or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any government authority except as will not singly or in the aggregate have a Material Adverse Effect on Gabriel and except for filings required by state securities laws and the filing of a Notice of Sale of Securities on Form D with the SEC under Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”).

(e)   No Litigation . There is no litigation, proceeding or investigation pending or, to the best knowledge of Gabriel, threatened against Gabriel in any federal, state or local court, or before any administrative agency.

(f)   Exchange Act Filings; Financial Statements . Gabriel has filed all reports, forms or other information required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as Gabriel was required by law to file such reports, forms or other information) (the foregoing materials being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder. The SEC Reports did not at the time they were filed (or if amended or superseded by another SEC Report filed prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such SEC Reports or necessary in order to make the statements in such SEC Reports, in light of the circumstances under which they were made, not misleading. The financial statements of Gabriel included in the SEC Reports comply, in all material respects, with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Gabriel and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. For purposes of this Agreement, any reports, forms or other information provided to the SEC, whether by filing, furnishing or otherwise providing, is included in the term “filed” (or any derivations thereof). Gabriel is not subject to any formal or informal SEC investigation.

(g)   No Undisclosed Liabilities . Gabriel does not have any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other of a nature whether or not required to be reflected in financial statements in accordance with GAAP, (“Liabilities”) which individually or in the aggregate are material to the business, results of operations or financial condition of the Company except Liabilities that: (i) are reflected in the SEC Reports, or (ii) have arisen since the date of the most recent balance sheet contained in the SEC Reports in the ordinary course of Gabriel’s business consistent with past practices.

(h)   Capitalization . The Form I0-KSB filed by Gabriel for the year ended June 30, 2005, contains a true and correct statement of the authorized, issued and outstanding equity ownership of Gabriel as of the date hereof. Other than as set forth therein, there are no other outstanding shares of capital stock or other securities of Gabriel and no outstanding subscription