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Agreement#: AG-665357
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Form of Promissory Note Issued In Connection With Item 2.03

Parties:

Gabriel Technologies

Sectors: Media
Governing Law:  Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.



GABRIEL TECHNOLOGIES CORPORATION



PROMISSORY NOTE



$_____________ _______________, 2009




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 ($_________.00) (the " Principal ?), without interest, which amount 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 and in accordance with the terms and conditions provided in Section 1 below. This Note is one of the Notes issued by the Company pursuant to the Promissory Note Purchase Agreement effective _______________, 2009 among the Company and the investors that are parties thereto (the " Purchase Agreement ").



1. Payments . The Company shall pay Lender (i) _______________________________ Dollars ($_________.00) ...

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