0001019687-08-002948 Sample Contracts

OBLIGATION EXCHANGE AGREEMENT AND RELEASE
Participation Agreement • July 3rd, 2008 • Gabriel Technologies Corp • Services-advertising • Nebraska

THIS OBLIGATION EXCHANGE AGREEMENT AND RELEASE (this “Agreement”) is made and entered into effective as of the 5th day of May, 2008, by and between Gabriel Technologies Corporation, a Delaware corporation (the “Company”), and Wayzata, LLC, a South Dakota limited liability company (“Wayzata”). The Company and Wayzata are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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AGREEMENT
Agreement • July 3rd, 2008 • Gabriel Technologies Corp • Services-advertising • Nebraska

This Agreement (this “Agreement”) is dated effective as of April 25th, 2008 (the “Effective Date”) by and between GABRIEL TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and NICHOLAS A. FEGEN (the “Consultant”). The Company and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

OBLIGATION EXCHANGE AGREEMENT AND RELEASE
Obligation Exchange Agreement and Release • July 3rd, 2008 • Gabriel Technologies Corp • Services-advertising • Nebraska

THIS OBLIGATION EXCHANGE AGREEMENT AND RELEASE (this “Agreement”) is made and entered into effective as of the 25th day of April, 2008, by and between Gabriel Technologies Corporation, a Delaware corporation (the “Company”), and Biscay Enterprises, LLC, an Iowa limited liability company (“Biscay”). The Company and Biscay are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • July 3rd, 2008 • Gabriel Technologies Corp • Services-advertising

This Termination and Release Agreement dated effective as of September 26th, 2007 (the "Termination Agreement") is made by and among (i) Trace Technologies, LLC, a Nevada limited liability corporation ("Trace"), (ii) Gabriel Technologies Corporation, a Delaware Corporation ("Gabriel"), and (iii) CSI Wireless LLC, a Delaware LLC ("CSI") (collectively, the "Parties" and any one of them, a "Party", as the context may require).

OBLIGATION EXCHANGE AGREEMENT AND RELEASE
Gabriel Technologies Corporation • July 3rd, 2008 • Gabriel Technologies Corp • Services-advertising • Nebraska

THIS OBLIGATION EXCHANGE AGREEMENT AND RELEASE (this “Agreement”) is made and entered into effective as of the 10 day of June, 2008, by and among Gabriel Technologies Corporation, a Delaware corporation (the “Company”), Pali Capital, Inc. (“Pali”), Matt Gohd (“Gohd”), Hilary Bergman (“Bergman”), and GJ Capital (“GJC,” and referred to together with Gohd and Bergman collectively as the “Pali Owners”). The Company, Pali and the Pali Owners are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

PROMISSORY NOTE
Gabriel Technologies Corp • July 3rd, 2008 • Services-advertising

FOR VALUE RECEIVED, the undersigned, Gabriel Technologies Corporation, a Delaware corporation (“Company”), promises to pay to the order of ________________ (“Lender”), the principal sum of ________________ Dollars ($________________) (the “Principal”), without interest. Further, Lender will receive a warrant to purchase ________________ (________________) shares of the Company’s common stock at an exercise price of Fifty Cents ($0.50) per share, pursuant to the terms and conditions of a Warrant Certificate to be delivered by the Company. All payments on this Note shall be due and payable in lawful money of the United States of America at such place as Lender may from time to time designate at the time provided in Section 1 below.

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