gabriel_8k-ex1002.htm


     

    
      Exhibit
        10.2

       

      
 

       

      


      July
        19,
        2007

      


      


      Ronald
        E.
        Gillum, Jr.

      1490
        South Sky Ridge Drive

      West
        Des
        Moines, IA. 50266

      


      


      Dear
        Mr.
        Gillum:

      


      I
        have
        been authorized by the Board of Directors (the
“Board”) of Gabriel Technologies Corporation (the
“Corporation”) to offer the following
        engagement to
        you on behalf of the Corporation.  Capitalized terms not otherwise
        defined in this letter of engagement (this “Letter”)
        shall have the meaning ascribed to them in that certain Gabriel Technologies
        Corporation Employment Agreement (the “Agreement”), a
        copy of which, as signed by Mr. Gillum only, is attached hereto as Exhibit
        A.  This Letter presents the general terms and conditions of your
        employment by the Corporation as an Executive Officer of the Corporation,
        which
        engagement would take effect immediately.  Except as otherwise
        specifically provided in this Letter, the term “Gabriel” as used in the
        Agreement is hereby amended to be the Corporation.

      


      1.           This
        Letter will be for an initial term of 6 and one-half months, from July 16,
        2007
        (the “Effective Date”) through January 30, 2008 (the
“Interim Term”).  Upon the expiration
        of the
        Interim Term, unless this Letter has been terminated by you or the Corporation
        prior to such date, the term of this Letter (with the Interim Term, the
“Term”) will be renewed and continue until January
        31,
        2012 (the “Anniversary Date”).  The
        Stonebridge Transaction has fallen through and any references in the Agreement
        to the Stonebridge Transaction are hereby deleted.  Either party may
        terminate the Interim Term of this Agreement at any time by delivery of written
        notice to the other party.  The provisions of this paragraph supersede
        and replace the provisions of the first sentence of Section 2 of the
        Agreement.

      


      2.           During
        the Term of this Letter your position and duties with the Corporation will
        be as
        an Executive Officer of the Corporation in the positions of at least Executive
        Vice President and Chief Operating Officer of the Corporation.  During
        the Interim Term, your position would be as President and Chief Operating
        Officer of the Corporation and as the Secretary of the
        Corporation.  During the Term, you may also be asked to serve as an
        officer or employee one or more subsidiaries of the Corporation, including
        service as the President and Chief Operating Officer of Gabriel Technologies,
        LLC.  All such service shall be provided hereunder according to the
        terms of this Letter.  The provisions of this paragraph supersede and
        replace the provisions of the first 2 sentences of Section 1 of the
        Agreement.

       

       

      
        
          	
                  4538
                    South 140th Street

                	
                  Office:  402-614-0258

                
	
                  Omaha,
                    NE 68137

                	
                  Facsimile:  402-614-0498

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          Gabriel
            Technologies Corporation – Ronald E. Gillum, Jr.

          Engagement
            Letter – July 19, 2007

          Page
            2 of
            4

           

        

         

      

      3.           The
        Corporation agrees to pay you a salary of not less than $180,000 per year
        (the
“Base Salary”) during the Term.  The
        provisions of this paragraph supersede and replace the provisions of the
        second
        sentence of Section 3.1 of the Agreement.

      


      4.           The
        Performance Bonus provisions of Section 3.4 of the Agreement shall be in
        effect
        as written.

      


      5.           The
        Initial Shares will be issued to you within 5 days of the date of you acceptance
        and redelivery of this Letter.  In lieu of the Incentive Option, the
        Corporation will issue you another 250,000 shares within 5 days of the date
        of
        you acceptance and redelivery of this Letter.  These 500,000 shares of
        GTC common stock will be issued in a certificate (the
“Certificate”) bearing the Rule 144
        Legend.  The Rule 144 Legend will be removed from the Certificate
        promptly upon submission for removal accompanied by an opinion of counsel,
        reasonably satisfactory to the Corporation’s securities counsel, to the effect
        that removal of such legend is in compliance with law.  Other than for
        the definitions utilized herein, the provisions of this paragraph supersede
        the
        provisions of Section 3.5 of the Agreement, including without limitation
        those
        relating to the Repurchase Option and Incentive Option.

      


      6.           If
        the Corporation terminates your employment for any reason for no cause or
        for
        any cause during the Interim Term, it will pay you Severance Pay of $75,000
        in
        cash or shares of GTC common stock, at the Officer’s election, within 14 days of
        the Termination Date.  If issued in GTC common stock, the shares will
        be valued at the average closing price of the shares for the last 20 trading
        days prior to the Termination Date.  In the absence of such price
        data, the shares will be issued at fair market value per share as reasonably
        determined by an independent public accounted selected by mutual agreement
        of
        the parties and paid for by the Corporation.  During the Interim Term,
        no other provisions relative to Severance Pay in the Agreement will be
        effective.  Upon the renewal of the Term as provided in paragraph 1
        above, the provisions of Section 4.2B of the Agreement will be effective
        without
        reference to the Stonebridge Transaction. The parties intend that the Letter
        and
        attached Agreement are in compliance with 409A of the Internal Revenue Code
        and
        they should be interpreted in compliance with this intent.

      


      7.           Sections
        4.2A and 4.3 of the Agreement are hereby deleted in their entirety.

      


      8.           Notwithstanding
        any other provisions hereof or of the Agreement, the inability of the
        Corporation to pay salary, benefits or reimbursements during the Interim
        Term
        due to the unavailability of sufficient cash flows will not be deemed a
        termination by the Corporation under paragraph 6 above.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          Gabriel
            Technologies Corporation – Ronald E. Gillum, Jr.

          Engagement
            Letter – July 19, 2007

          Page
            3 of
            4

           

        

         

      

      9.           All
        terms of the Agreement, except as deleted or modified by this Letter, are
        incorporated into this Letter as rights and obligations between yourself
        and the
        Corporation.

      


      10.           Your
        service up to the Effective Date has been an “At Will” engagement and the
        Corporation intends, as soon as financially able, to provide payment of all
        compensation and reimbursements that accrued to the Effective
        Date.  During the Interim Term, the Corporation intends to timely pay
        your Base Salary, benefits and reimbursements.  Notwithstanding this
        acknowledgement of the Corporation’s intent, you are not waiving any rights you
        may have to demand and pursue payment of such sums as and when you may deem
        appropriate, with or without terminating the Interim Term.

      


      If
        the
        terms of this proposal are acceptable to you, please return to us an executed
        copy of this Letter by facsimile transmission to (402) 391-6616 no later
        than
        July 18, 2007 to indicate your acceptance of this appointment and your agreement
        to the terms hereof.

      


      


      Sincerely,

      


      /s/
        Roy
        G. Breeling

      


      Roy
        G.
        Breeling, Chairman

      Compensation
        Committee

      Gabriel
        Technologies Board of Directors

      


      Attachment:
        Exhibit A

      


      [Acceptance
        signature appears on next page]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          Gabriel
            Technologies Corporation – Ronald E. Gillum, Jr.

          Engagement
            Letter – July 19, 2007

          Page 4
            of 4

           

        

      

      


      AGREED
        AND ACCEPTED THIS 19th DAY OF
        JULY, 2007
        BY:

      


      


      


      /s/
        Ronald E. Gillum, Jr.

      Ronald
        E.
        Gillum, Jr.