gabriel_8k-ex1001.htm


     

    Exhibit
      10.1

     

    
      GABRIEL
        TECHNOLOGIES CORPORATION

      EMPLOYMENT
        AGREEMENT

       

      THIS
        EMPLOYMENT AGREEMENT (“Agreement”) is
        made effective on the 1st day of
        February,
        2007 by and between Gabriel Technologies LLC, a Delaware limited liability
        company having its principal place of business in Omaha, Nebraska,
        (“Gabriel”) and the undersigned
        (“Officer”).

       

      WHEREAS,
        Gabriel intends to employ Officer as President, and Officer
        intends to be so employed by Gabriel, all subject to the terms and conditions
        of
        this Agreement;

       

      WHEREAS,
        Gabriel’s parent corporation, Gabriel Technologies Corporation, a Delaware
        corporation (“GTC”) is
        currently discussing a merger transaction with Stonebridge Holdings, LLC
        representing one of its clients (the “Stonebridge
        Transaction”).

       

      NOW
        THEREFORE, in ‘consideration of the employment of Officer by Gabriel and the
        mutual covenants and agreements herein set forth, and other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties agree as follows:

       

      1.    Position
        and Duties.  Gabriel hereby employs Officer as
President.  Officer shall report to the COO of GTC
        and shall perform all of the duties incident to the position of
President as set forth in Gabriel’s Operating Agreement as
        communicated to Officer from time to time and as otherwise directed by the
        Board
        of Directors of GTC (the “Board”) in
        writing.  Officer shall serve on such committees of Gabriel and/or GTC
        as directed by the Board.  During the term hereof, except for periods
        of absence occasioned by illness, reasonable vacation periods, and reasonable
        leaves of absence, Officer shall devote substantially all of his business
        time,
        attention, skill, and efforts to the performance of his duties
        hereunder.  Officer shall perform his duties to the best of his
        ability and incompliance with the directions of the President, the Board
        and
        with state and federal law.  Officer may, with the prior approval of
        the Board, serve on the boards of directors of, and hold any other offices
        or
        positions in, companies or organizations, which, in the Board’s judgment, will
        not present any conflict of interest with Gabriel, or materially affect the
        performance of Officer’s duties pursuant to this Agreement.

       

      2.    Term.  The
        term of the Agreement (the “Term”) shall
        begin on February 1, 2007, and shall continue until January 31st, 2012 (the
        “Anniversary Date”). Commencing on the
        Anniversary Date and on each February 1st thereafter, the Term of this Agreement
        shall automatically renew for 1 additional year unless Notice of Termination
        is
        given to Officer at least 60 days prior to such Anniversary Date or any such
        February 1st as
        the case may be, that the Term of this Agreement shall expire effective as
        of
        the next January 31st.  The
        Term of this Agreement may be-terminated at any time during the Term as
        hereinafter provided.

       

      3.    Compensation
        and Reimbursement.

       

      3.1           Base
        Salary.  Compensation under this Agreement shall include
        the salary and benefits described herein. Gabriel agrees to pay Officer a
        salary
        of not less than $150,000 per year (“Base
        Salary”).    The Base Salary shall be payable in 26
        equal bi-weekly installments each year, beginning on February 1,
        2007.  During the term of this Agreement, the Base Salary shall be
        reviewed by the Board at least annually or at the request of
        Officer.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.2           Executive
        Benefits.  Gabriel shall provide to Officer employee
        benefit plans substantially equivalent to those offered to other executive
        officers of GTC, as modified from time to time, including without limitation,
        retirement plans, supplemental retirement plans, pension plans, 401k,
        profit-sharing plans, health, disability and accident plans, life insurance,
        and
        any other employee benefit plan made available by GTC in the future to its
        executive officers, subject to and on a basis consistent with the terms,
        conditions and administration of such plans.

       

      3.3           Travel
        Expenses.  Gabriel shall payor reimburse Officer for all
        reasonable travel and other reasonable expenses incurred by Officer in
        performing his duties under this Agreement upon presentation of receipts
        and
        explanations according to Gabriel’s expense reimbursement policies in effect
        from time to time.

       

      3.4           Performance
        Bonus.  For purposes of this Section 3.4, each full 6
        month period during the Term shall commence on each February 1 SI (beginning
        with February 1, 2007)and August 1st (each,
        a
“Bi-annual Period”).  Gabriel will
        pay Officer a’ performance bonus equal to 3% of gross sales of Gabriel if sales
        during a Bi-annual Period during the Term exceed $500,000 (the
“Sales Floor”), subject to increase for
        subsequent Bi-annual periods as hereafter provided.  Such performance
        bonus will be computed upon sales in excess of the Sales Floor for the
        Bi­annual Period and will be deemed earned by Officer for each Bi-annual
        Period ending during his continued employment hereunder.  Any
        performance bonus earned will be paid within 30 calendar days after the end
        of
        such Bi-annual Period, even if Officer’s employment terminates after the end of
        such Bi-annual Period.  The Sales Floor will remain in effect for at
        least the first 2 Bi-annual Periods hereunder and may be increased by the
        Board
        for any subsequent 2 Bi-annual periods, but not above the actual sales during
        the Bi-annual period immediately preceding such change.  The Board
        will meet with Officer within 30 days after the commencement of any Bi-annual
        Period for which the Board intends to impose a new Sales Floor and must notify
        Officer of any such change not later than 45 days after the commencement
        of such
        Bi-annual Period.  If officer does not receive timely notice, the
        Sales Floor remains the same as the prior period.  In addition,
        Officer will be entitled to compensation related to his direct impact on
        sales
        growth in circumstances where Officer has performed the functions of a sales
        agent and no commission is payable to another employee or sales
        agent.  This additional compensation will be 5% of sales made by
        Officer in the prior Bi-annual Period, paid within 30 calendar days after
        the
        end of such Bi-annual Period.

       

      3.5           Stock
        Shares and Options. Officer shall be entitled to participate in any
        stock plan adopted by GTC to the extent determined by the Board. Officer
        will be
        entitled to receive a certificate for 250,000 shares of GTC common stock
        (GWLK)
        upon execution of this Agreement (the “Initial
        Shares”) and Gabriel will deliver a certificate
        representing such Initial Shares to Officer within 5 days of contract being
        executed.  The certificate will bear restrictive legends reflecting
        (i) that such Initial Shares are not registered and may only be sold in
        compliance with Rule 144 or pursuant to some other exemption from registration
        (a “Rule 144
Legend”) and
        (ii) GTC’s
        Repurchase Option as hereafter described. GTC will be entitled to repurchase
        a
        pro-rata
        portion  of  such  Initial  Shares  at  a  price  equal
        to $.01 per share (the “Repurchase
        Option”) if Officer’s employment is terminated, for
        cause, at any time during the first year of the Term. For example, one-half
        of
        such Initial Shares would be subject to repurchase by GTC if Officer’s
        employment terminates, for cause, during the 7th month
        of the first
        year of the Term.  GTC will notify Officer within 30 days of such
        termination of employment, if it occurs, of its election to repurchase and
        will
        tender the repurchase price, as well as a stock certificate for any shares
        not
        so repurchased, bearing only a Rule 144 Legend, in return for the aforementioned
        certificate.  GTC will remove the legend regarding the Repurchase
        Option within 10 days of Officer’s submitting the certificate to GTC (i) anytime
        after February 1, 2008 or (ii) earlier if Officer’s employment is terminated
        hereunder for any reason other than by Gabriel for cause or if Officer’s
        employment is terminated hereunder by Gabriel for cause but GTC fails to
        timely
        notify Officer of its election to repurchase the Initial Shares.  An
        option for an additional 250,000 shares of GTC common stock will be granted
        to
        Officer once Gabriel has achieved $2,000,000 in gross sales over a consecutive
        12 month period (the “Incentive
        Option”). Such Incentive Option will be fully vested
        and exercisable upon grant at a price as provided in the stock plan in effect
        at
        the time of grant or, in the absence of such a plan, at fair market value
        per
        share as reasonably determined by the Board on the date of the grant
(“Incentive Option
        Price”).  Such Incentive Option instrument will
        be delivered to Officer within 5 business days of the end of the 12 month
        period
        during which the $2,000,000 in gross sales were achieved.  The term of
        the Incentive Option will be as directed in the stock plan, or if not so
        directed, for a term of 10 years (“Incentive Option
        Term”).  The certificate issuable on exercise
        of the Incentive Option will bear restrictive legends as provided in the
        plan,
        including in any event a Rule 144 Legend.  The Rule 144 Legend on the
        Initial Shares or the Incentive Option will be removed promptly upon submission
        of the certificate for removal accompanied by an opinion of counsel, reasonably
        satisfactory to GTC securities counsel, to the effect that removal of such
        legend is in compliance with law.

       

      
        
          
          

        

        
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      3.6           Employee
        Benefits.  In addition to the Base Salary, Gabriel shall
        provide to Officer additional benefits during the Term such as a cell phone
        and
        related monthly expenses, lap top computer and a car allowance of $650.00
        per
        month, plus gas.

       

      3.7           Personal
        Time.  Officer shall be entitled each year to a total of
        15 days of vacation and personal time away from Gabriel during which time
        his
        compensation will be paid in full; provided, however, no more than 2 weeks
        may
        be taken consecutively without the written .consent of the COO of
        GTC.  In addition, Officer shall be entitled to such paid holidays as
        provided by Gabriel for its full-time employees.

       

      4.           Payments
        upon Termination.

       

      4.1           Events
        ReQuirinl! Severance Pay.  Officer shall be entitled to
        receive the Severance Pay provided in Section 4.2 upon the occurrence of
        one or
        more of the following events (a “Termination
        Event”):

       

      A.           The
        Term of this Agreement is terminated by Gabriel other than for Cause;
        or

       

      B.           Termination
        of this Agreement occurs pursuant to Section 7.1 or 7.2; or

       

      C.           Officer
        resigns from his employment hereunder by reason of any of the following actions
        taken by the Board, unless such action is taken for Cause or otherwise agreed
        to
        or waived by Officer: (i) failure by the Board to elect or reelect or to
        appoint
        or reappoint Officer as President; (ii) material change in Officer’s function,
        duties or responsibilities which would cause Officer’s position to become one of
        lesser responsibility, importance or scope from the position thereof described
        in Section 1; (iii) relocation by Gabriel of Officer’s principal place of
        employment to an area other than the Des Moines, Iowa or Omaha, Nebraska
        metropolitan areas; (iv) liquidation or dissolution of Gabriel other than
        a
        liquidation or dissolution that is caused by a reorganization that does not
        affect the position of Officer described in Section 1; or (v) material breach
        of
        this Agreement by Gabriel that is not remedied within 30 days after written
        notice from Officer. For purposes of clarity, a Termination for Cause as
        provided in Section 7.3 or a resignation of Officer except as provided in
        Section 4.1.C shall not be’ a Termination Event entitling Officer to Severance
        Pay hereunder.

       

      
        
          
          

        

        
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      4.2           Payment
        upon Termination.  In the event of the occurrence of a
        Termination Event as described in Section 4.1, then on the Termination Date,
        as
        defined in Section 7, Gabriel shall be obligated to pay Officer, as severance
        pay, in addition to any performance bonus or commissions earned pursuant
        to the
        provisions of Section 3.4 above through the Termination Date.  For
        purposes of clarity, the following Severance Pay provisions of Sections 4.2.A
        and 4.2.B are in the alternative and are the Severance Pay payments referred
        to
        in Section 4.3 and are not in addition thereto.

       

      A.           If
        the Termination Event occurs during the pendency of the Stone bridge Transaction
        or on or before the date 30 days after the closing of the Stone bridge
        Transaction (the “Stonebridge Period”), a sum
        equal to $75,000, or if, at the date of such Termination Event Officer’s Base
        Salary has been increased hereunder, one-half year’s salary at the then
        effective Base Salary (the “Severance
        Pay”). At the election of Gabriel, which election is
        to be made within 14 days of the Termination Date, Payment of the Severance
        Pay
        shall be made in a lump sum or paid in equal monthly installments during
        a
        period of up to 6 months following the Termination Date.  In the event
        that no election is made, such payment will be made in a lump sum within
        14 days
        of the Termination Date.  If a Termination Event occurs under this
        section and the Stonebridge Transaction does not close, Gabriel and GTC agree
        to
        pay Officer the Severance Pay under this section 4.2(A) and the difference
        between the Severance Pay paid (or payable, if it has not yet been paid)
        to
        Officer under this section 4.2.(A) and the Severance Pay under section 4.2.(B)
        within 10 calendar days of the date that there is reasonable evidence that
        the
        Stonebridge Transaction is not viable.

       

      B.           If
        the Termination Event occurs after the expiration of the Stonebridge Period
        or
        on a date that there is reasonable evidence that the Stonebridge Transaction
        is
        not viable, a sum equal to one year’s salary at the then effective Base Salary
        together with an amount equal to the lesser of (A) $100,000 and (B) the amount
        of any performance bonuses for the immediate past 2 Bi-annual Periods, as
        provided in Section 3.4 (the “Severance
        Pay”).  At the election of Gabriel, which
        election’ is to be made within 14 days of the Termination Date, payment of the
        Severance Pay shall be made in a lump sum or paid in equal monthly installments
        during a period of up to one year following the Termination Date. In the
        event
        that no election is made, such payment will be made in a lump sum within
        14 days
        of the Termination Date.

       

      
        
          
          

        

        
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      4.3           Change
        in Control.

       

      A.           For
        purposes of this Agreement, (i) a “Gabriel Change in
        Control” shall mean a Change of Control of Gabriel
        within the meaning of a transfer that causes the acquirer to own more than
        50%
        of the voting power, (ii) a “GTC Change in
        Control” shall mean the sale of all or substantially
        all of the assets of GTC or the merger, consolidation or other combination
        of
        Gabriel with another entity whereby the shareholders of GTC immediately prior
        to
        the transaction own or control less than 50% of the voting power of the
        resulting entity immediately after the transaction; provided that the closing
        of
        the Stonebridge Transaction shall not be a GTC Change in Control or a Gabriel
        Change in Control.

       

      B.           Upon
        the closing of the Stonebridge Transaction, the Repurchase Option will
        terminate and GTC will remove any restrictive legend describing the Repurchase
        Option from the certificate representing the Initial Shares within 14 days
        of
        the operative event.  In addition, Officer shall be entitled to the
        Severance Pay provided in Section 4.2.A upon the termination of his employment
        at any time during the Stonebridge Period if such termination results from:
        (i)
        the voluntary resignation by Officer, provided such resignation occurs for
        reasons described in Section 4.1.C; (ii) dismissal, unless such termination
        is a
        termination for Cause; (iii) disability, or (iv) death.  At the
        election of Officer, which election is to be made within 30 days of the
        Termination Date, payment of such Severance Pay may be made in a lump sum
        within
        30 days of the Termination Date or paid in 6 equal monthly installments.
        In the
        event that no election is made, payments to Officer will be made on a monthly
        basis.

       

      C.           Upon
        the occurrence of a GTC Change in Control or a Gabriel Change in Control
        during
        the Term or a Gabriel or GTC Change in Control that occurs within 6 months
        after
        a Termination Event and unless Officer is entitled to the benefits of Section
        4.3.B above, (i) the Repurchase Option will terminate and GTC will remove
        any
        restrictive legend describing the Repurchase Option from the certificate
        representing the Initial Shares, and (ii) the Incentive Option will be issued
        by
        GTC at the Incentive Option Price and for the Incentive Option Term, regardless
        of whether $2,000,000 in gross sales were achieved during the preceding 12
        months.  Both of these actions will be completed within 14 days of the
        operative event.  In addition, and unless Section 4.3.B above applies,
        Officer shall be entitled to the Severance Pay provided in Section 4.2.B
        upon
        the subsequent termination of his employment at any time during the Term
        if such
        termination results from: (i) the voluntary resignation by Officer, provided
        such resignation occurs within 1 year of a Change in Control and is for reasons
        described in Section 4.1.C; (ii) dismissal, unless such termination is a
        termination for Cause; (iii) disability, or (iv) death. At the election of
        Officer, which election is to be made within 30 days of the Termination Date,
        payment of such Severance Pay may be made in a lump sum within 60 days of
        the
        Termination Date or paid in 12 equal monthly installments. In the event that
        no
        election is made, payment to Officer will be made on a monthly
        basis.

       

      
        
          
          

        

        
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      5.           Retirement
        or Disability Plans.  Gabriel currently does not offer
        any retirement or disability plans. However, if such a plan is adopted, Officer
        shall be entitled to participate therein.

       

      5.1           Retirement.  Upon
        termination of this Agreement by reason of Officer’s Retirement, Officer shall
        be entitled to all benefits under any retirement plan of Gabriel to which
        Officer is a party.  For purposes of this Agreement,
“Retirement” shall mean termination in
        accordance with any retirement arrangement proposed by Gabriel and approved
        by
        Officer.

       

      5.2           Disability.  Upon
        termination of this Agreement by reason of a Disability, Officer shall be
        entitled to all benefits under any disability plan of Gabriel to which Officer
        is a party according to the terms of such plan.

       

      6.           Payments.  Gabriel
        shall pay to Officer any benefits due Officer as described in Section 4 so
        long
        as he is living and to his personal representative, estate, heirs or designated
        beneficiaries upon his death.  Any payments made to Officer or others
        pursuant to this Agreement are subject to and conditioned upon the compliance
        of
        such payments with any applicable federal and state laws and/or rules and
        regulations.

       

      7.           Termination.

       

      7.1           Termination
        due to Death.  The “Termination
        Date” of this Agreement in the event of termination
        due to the death of Officer shall be the date that Gabriel receives notice
        of
        Officer’s death.

       

      7.2           Termination
        due to Disability.  For the purposes hereof and
        notwithstanding any contrary or conflicting definition in any policy of
        disability insurance or disability plan of Gabriel,
“Disability” shall mean Officer’s
        inability to perform the essential functions of his job as defined under
        this
        Agreement, with or without reasonable accommodation, due to physical or mental
        incapacity, for a period of 3 months in a consecutive 12 month
        period.  For the purposes of this Agreement, the determination of
        whether Disability has occurred shall be made by the Board.  The
“Termination Date” of this Agreement in
        the event of termination due to the Disability of Officer shall be the date
        that
        Notice of Termination for Disability is given.

       

      7.3           Termination
        for Cause.  This Agreement may be terminated at anytime
        for Cause, subject to the requirements of Section 8.2.  The
“Termination Date” of this Agreement in
        the event of termination for Cause shall be the date that Notice of Termination
        is given. For purposes of this Agreement, the term “Cause”
shall mean termination by Gabriel for anyone or more of
        the following
        reasons:

       

      A.           Personal
        dishonesty, moral turpitude, willful misconduct, material breach of fiduciary
        duty whether or not involving personal profit;

       

      B.           Willful
        violation of any law, rule or regulation the violation of which may have
        a
        material adverse effect upon Gabriel;

      


      
        
          
          

        

        
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      C.           A
        willful and material breach of any provision of this Agreement;

       

      D.           Willful
        or material failure by Officer to perform the duties hereunder; or

       

      E.           Violation
        of the policies set forth in any employee handbook then in effect, or as
        otherwise adopted by Gabriel, as long as communicated in writing to Officer,
        including but not limited to violation of Gabriel’s harassment policies or other
        similar misconduct.

       

      For
        purposes of this Section 7.3, no act or failure to act on the part of Officer
        shall be considered “willful” if done, or omitted to be done, in good faith and
        upon a reasonable belief that the act or omission was in the best interest
        of
        Gabriel.

       

      7.4           Any
        Other Termination.  The “Termination
        Date” of this Agreement in the event of termination
        for any reason other than as set forth in the preceding subsections of this
        Section 7 shall be the date that Notice of Termination is given by Gabriel
        or
        Officer.

       

      8.           Notice.

       

      8.1           Addresses.  Any
        notice required to be given under this Agreement shall be in writing and
        shall
        be deemed given when personally delivered or on the day mailed by certified
        mail, return receipt requested, postage prepaid, to the following addresses
        or
        such other addresses as may be given by notice to the other party pursuant
        to
        this Agreement:

      


       

      A.           If
        to Gabriel:          Gabriel
        Technologies Corporation

      4538
        South 140th
        Street

      Omaha,
        NE.  68137

       

      B.           If
        to
        Officer:           1490
        South Sky Ridge Drive

      West
        Des Moines,
        IA.  50266

       

      8.2           Notice
        of Termination.  Any termination of this Agreement by
        Gabriel or by Officer shall be communicated by Notice of Termination to the
        other party.  A “Notice of
        Termination” shall mean a written notice which shall
        indicate the specific termination provision in this Agreement relied upon
        and
        set forth in reasonable detail the facts and circumstances claimed to provide
        a
        basis for termination; provided that if Cause exists, the failure of Gabriel
        to
        set forth such cause or to adequately describe the same shall not result
        in such
        termination by Gabriel being other than for Cause.

       

      9.           Confidential
        Information.  Gabriel is currently and may become in the
        future affiliated with other enterprises with partial or common ownership
        and
        control by GTC and may function through partially or fully owned subsidiary
        entities (each, a “Gabriel Entity” and
        collectively, the “Gabriel Entities”). Officer recognizes and
        acknowledges that Confidential Information is a valuable, special, unique
        and
        proprietary asset of the business of Gabriel and the Gabriel Entities, and
        agrees as follows:

       

      
        
          
          

        

        
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      9.1           Confidential
        Information.  “Confidential
        Information” means any proprietary
        information, owned or controlled by Gabriel or any other Gabriel Entity,
        including without limitation, research, product plans, products, services,
        suppliers, customers, customer lists, customer information, markets, software,
        developments, inventions, marketing information, accounting or financial
        information and projections, or other business information disclosed to Officer
        by any Gabriel Entity, either directly or indirectly, orally or in
        writing.  Confidential Information does not include any of the
        foregoing items which (i) has become publicly known and made generally available
        through no wrongful act of Officer; or (ii) has been rightfully received
        by
        Officer from a third party who is authorized to make such disclosure and
        who
        Officer knows is under no obligation to Gabriel, any Gabriel Entity or any
        of
        their respective customers with respect to the confidentiality of such
        information.

       

      9.2           Non-Use
        and Non-Disclosure of Confidential Information.  Officer
        will not, during the Term of Officer’s employment by Gabriel or any Gabriel
        Entity, or at any time thereafter, use any Confidential Information disclosed
        to
        Officer for Officer’s own use or for any purposes except to carry out the duties
        of Officer as an employee of Gabriel or any Gabriel Entity.  Officer
        will not publish or disclose any Confidential Information to third parties
        or to
        employees of any Gabriel Entity except such employees as are required to
        have
        the Confidential Information in order to carry out their duties as employees
        of
        a Gabriel Entity.  Officer agrees to take all reasonable measures to
        protect the secrecy of, and avoid disclosure or use of, Confidential Information
        in order to prevent it from falling into the public domain or the possession
        of
        persons other than those authorized to have Confidential
        Information.

       

      9.3           Return
        of Materials.  Any materials or documents that have been
        furnished by Gabriel, any other Gabriel Entity or any of their respective
        customers to Officer will be promptly returned to Gabriel, accompanied by
        all
        copies of such documentation, upon termination of the employment of Officer
        or
        at any other time upon request by Gabriel.  No copies of any
        Confidential Information may be made unless approved in writing by
        Gabriel.

       

      10.           Remedies.

       

      10.1           Confidential
        Information.  Officer agrees that the
        obligations of Officer provided in Section 9 are necessary and reasonable
        in
        order to protect Gabriel and the Gabriel Entities, and their respective
        customers, and Officer expressly agrees that monetary damages may be inadequate
        to compensate Gabriel or any Gabriel Entity for any breach by Officer of
        the
        covenants and agreements set forth herein.  Accordingly, Officer
        agrees and acknowledges that any such violation or threatened violation of
        the
        provisions of Section 9 may cause irreparable injury to Gabriel or any Gabriel
        Entity and that, in addition to any other remedies that may be available
        at law,
        in equity or otherwise, Gabriel or any Gabriel Entity shall be entitled to
        injunctive relief against the threatened breach of the provisions of Section
        9
        of this Agreement or the continuation of any such breach by Officer, without
        the
        necessity of proving actual damages provided that Gabriel or any Gabriel
        Entity
        can otherwise establish their right to such relief.

       

      10.2           Waiver;
        Election of Remedies.  Failure to
        enforce any provision of this Agreement shall not constitute a waiver of
        any
        term hereof.   Nothing herein shall be construed as prohibiting
        Gabriel or any Gabriel Entity from pursuing any other remedies available
        to
        Gabriel or any Gabriel Entity for such breach or threatened breach.

       

      
        
          
          

        

        
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      10.3           Limitation
        of Damages.  Officer waives and releases, to the maximum
        extent permitted by law, any special, incidental, indirect or consequential
        damages of any kind in connection with this Agreement and agrees that the
        payments provided for in Section 3.4,3.5 and 4, along with all benefit plans
        and
        programs, are Officer’s exclusive remedies for a Termination Event hereunder,
        other than attorney’s fees, costs, and interest as awarded by an arbitrator or
        court pursuant to Section 12.

       

      10.4           Indemnity:
        Director and Officer Insurance.  Gabriel will indemnify,
        hold harmless and defend Officer for all actions done, or omitted to be done,
        in
        good faith and upon a reasonable belief that the act or omission was in the
        best
        interest of Gabriel.  Gabriel will use its commercially reasonable
        efforts to assure that Officer is covered under any “Errors or Omissions” or
“Officer and Director Liability” insurance policy covering officers and
        directors of Gabriel or GTC.

       

      11.           Governing
        Law.  This Agreement shall be governed by, and construed
        and enforced in accordance with, the laws of the State of
        Nebraska.  The federal and state courts within the state of Nebraska
        shall have exclusive jurisdiction to adjudicate any dispute arising by reason
        of
        this Agreement or any disclosure of Confidential Information.

       

      12.           Arbitration:
        Dispute Resolution.

       

      12.1           Arbitration.  Any
        dispute, controversy or claim arising out of or in relation to or connection
        to
        this Agreement, including without limitation any dispute as to the construction,
        validity, interpretation, enforceability or breach of this Agreement, including
        a claim for indemnification under Section 10.4, shall be resolved either
        as
        provided by applicable law, or, at the option of either party, by impartial
        binding arbitration.  In the event that either Gabriel or Officer
        demands arbitration, Officer and the Gabriel agree that such arbitration
        shall
        be the exclusive, final and binding forum for the ultimate resolution of
        such
        claims, subject to any rights of appeal that either party may have under
        the
        Federal Arbitration Act and/or under applicable state law dealing with the
        review of arbitration decisions.

       

      12.2           Arbitrator.  Arbitration
        shall be heard and determined by one arbitrator, who shall be impartial and
        who
        shall be selected by mutual agreement of the parties.

       

      12.3           Demand
        for Arbitration.  In the event that Officer or Gabriel
        initially elects to file suit in any court, the other party will have 60
        days
        from the date that it is formally served with a summons and a copy of the
        suit
        to notify the party filing the suit of the non-filing party’s demand for
        arbitration.  In that case, the suit must be dismissed by consent of
        the parties or by the court on motion, and arbitration commenced with the
        arbitrator.  In situations where suit has not been filed, either
        Officer or Gabriel may initiate arbitration by serving a written demand for
        arbitration upon the other party.  Such a demand must be served within
        twelve months of the events giving rise to the dispute.  Any claim
        that is not timely made will be deemed waived.

      


      
        
          
          

        

        
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      12.4           Proceedings.  Unless
        otherwise expressly agreed in writing by the parties to the arbitration
        proceedings:

       

      A.           The
        arbitration proceedings shall be held in Omaha, Douglas County, Nebraska
        and at
        a site chosen by mutual agreement of the parties or, if the parties cannot
        reach
        agreement on a location within 30 days of the appointment of the arbitrator,
        then at a site chosen by the arbitrator;

       

      B.           The
        arbitrator shall be and remain at all times wholly independent and
        impartial;

       

      C.           Except
        as otherwise provided herein, the arbitration proceedings shall be conducted
        in
        accordance with the Employment Arbitration Rules of the American Arbitration
        Association, as amended from time to time;

       

      D.           Any
        procedural issues not determined under the arbitral rules selected pursuant
        hereto shall be determined by the law of the State of Nebraska, other than
        those
        laws which would refer the matter to another jurisdiction;

       

      E.           The
        costs of the arbitration proceedings (including attorneys’ fees and costs) shall
        be borne in the manner determined by the arbitrator;

       

      F.           The
        arbitrator may grant any remedy or relief that would have been available
        to the
        parties had the matter been heard in court;

       

      G.           The
        decision of the arbitrator shall be reduced to writing; final and binding
        without the right of appeal; the sole and exclusive remedy regarding any
        claims,
        counterclaims, issues or accounting presented to the arbitrator; made and
        promptly paid in United States dollars free of any deduction or offset; and
        any
        costs or fees incident to enforcing the award shall to the maximum extent
        permitted by law, be charged against the party resisting such
        enforcement;

       

      H.           The
        award shall include interest from the date of any breach or violation of
        this
        Agreement, as determined by the arbitral award, and from the date of the
        award
        until paid in full, at 6% per annum; and

       

      J.           Judgment
        upon the award may be entered in any court having jurisdiction over the person
        or the assets of the party owing the judgment or application may be made
        to such
        court for a judicial acceptance of the award and an order of enforcement,
        as the
        case may be.

       

      13.           Entire
        Agreement.  This Agreement contains the entire
        understanding between the parties with respect to the subject matter contained
        herein and supersedes any previous understandings, commitments or agreements,
        oral or written.  This Agreement may not be amended or modified unless
        such amendment or modification is in writing and signed by both
        parties.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      14.           Benefits.  Officer
        understands and agrees that this Agreement is executed not only for the benefit
        of Gabriel, but also for the benefit of all Gabriel Entities and that this
        Agreement may be enforced by any Gabriel Entity affected by a violation or
        breach of this Agreement.  Gabriel and GTC understand that this
        Agreement is legally binding upon Gabriel, GTC and its successors and assigns,
        whether through merger, consolidation or some other combination.  In
        the event of the sale of all or substantially all of the assets of Gabriel
        or
        GTC or a business combination which would not result in the obligations
        hereunder becoming the obligations of the purchaser or surviving entity as
        a
        matter of law, then Gabriel and/or GTC shall, as a part of such transaction,
        require the successor to expressly assume and agree in writing to perform
        this
        Agreement in the same manner and to the same extent that Gabriel and GTC
        would
        be required to perform it if no such succession had taken place. As used
        in this
        Agreement, “Gabriel” and “GTC” as
        hereinbefore defined shall include any successor to their business and/or
        assets
        as aforesaid which executes and delivers the agreement provided for in this
        Section 14 or which otherwise becomes bound by all the terms and provisions
        of
        this Agreement by operation of law.

       

      15.           Severability.  If,
        for any reason, any provision of this Agreement, or any part of any provision,
        is held invalid or unenforceable, such invalidity or unenforceability shall
        not
        affect any other provision of this Agreement or any part of such provision
        not
        held so invalid, and each such other provision and part thereof shall, to
        the
        extent consistent with law, continue in full force and effect.

       

      16.           Survival.  The
        provisions of Sections 3, 4, 9, 10, 11, 12, 14, 15 and 16 herein shall survive
        and continue in full force and effect after the expiration or termination
        of
        this Agreement.

       

      17.           Counterparts;
        Electronic Delivery.  This Agreement may be executed in
        any number of counterparts, each of which shall be deemed an original, but
        all
        of which together shall constitute one and the same instrument, notwithstanding
        that both parties are not signatory to the same counterpart. A copy of an
        executed counterpart signature page signed by a party to this Agreement may
        be
        delivered by facsimile or other electronic transmission and, upon such delivery,
        a print out of the transmitted signature of such party will have the same
        effect
        as if a counterpart of the Agreement bearing an original signature of that
        party
        had been delivered to the other party.

      


       

      *
        * *
        Signatures appear on next page * * *

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the parties have executed and delivered this Agreement
        effective the day and year first above written.

       

      
        	Ronald
                E. Gillum
                Jr.  	 	 	Gabriel
                Technologies
                LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
Ronald
                  E.
                  Gillum Jr. 

              	 	 	
                By:
                  ___________________________________

              	 
	
              	 	 	
                Title: __________________________________

              	 
	 	 	 	 	 
	
                “Officer”

              	 	 	
                “Gabriel”

              	 


      

      


      The
        Undersigned, Gabriel Technologies Corporation, being the owner of all of
        the
        issued and outstanding membership interests in Gabriel, hereby agrees and
        consents to the provisions of this Agreement and agrees to be a co-obligor
        and
        jointly and severally liable with Gabriel for all obligations
        hereunder.

       

      
        	
              	 	 	Gabriel
                Technologies
                Corporation	 
	 	 	 	 	 
	 	 	 	 	 
	
              	 	 	
                By:
                  ___________________________________

              	 
	
              	 	 	
                Title: __________________________________

              	 
	 	 	 	 	 
	
              	 	 	
                
                  “GTC”

                

              	 


      

      


       

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