EXHIBIT
      10.20





CONSULTING
      AGREEMENT





THIS
      AGREEMENT is made active this 3lst day of January, 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 **Barry
      Nussbaum** ,
      an
      individual residing at 2775 Via De La Valle, Suite 205, Del Mar, Ca. 92014
      (“ Consultant ”).





WITNESSETH





Whereas,
      Company desires to enter into a Consulting Agreement with Consultant;
      and





Whereas,
      Consultant desires to act as a consultant to Company on the terms and conditions
      hereinafter set forth.





NOW,
      THEREFORE, for and in consideration of the mutual exchange of promises herewith,
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree as follows:





1.  Responsibilities .





(a)  Consultant
      is hereby engaged as a general business consultant to Company, and shall report
      directly to the President of Company.





(b)  Consultant
      is obligated to provide part time efforts toward meeting or exceeding Company’s
      goals and objectives.





(c)  Consultant
      shall lend any and all subject matter expertise, knowledge, skills and
      experience to achieve Company goals and objectives.





2.  Compensation .
      In
      consideration for the services to be rendered to Gabriel hereunder, Gabriel
      agrees to issue to Consultant or his assignee non-qualified stock options to
      purchase up to 250,000 shares of Gabriel’s common stock at an exercise price of
      $1.00. Unless otherwise notified in writing by Consultant, Gabriel shall issue
      options in the name of Benjamin Financial Limited Partnership (BFLP), a
      California Limited Partnership. Such options shall have a term of five years
      and
      shall vest in 12 monthly installments (the first 11 of which shall be of 20,833
      shares and the final installment of which shall be 20,837 shares). Each
      installment shall vest on the 25 th of each
      month (beginning February 25 *,* 2006).
      At
      any time after options have been issued, Gabriel agrees to allow Consultant
      or
      BFLP to transfer options to any third party.





3.  Expenses .
      Gabriel
      shall reimburse Consultant for all reasonable out-of-pocket expenses incurred
      while performing services pursuant to this Agreement. Said reimbursement shall
      be consistent with Gabriel’s then-current expense reimbursement guidelines for
      its own employees. Expenses in excess of $1,000 individually and $5,000 in
      the
      aggregate must be pre-approved by the President.


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4.  Term .
      The
      term of this Agreement (the “Term”) shall commence on the date hereof and shall
      continue for the term of twelve months, unless terminated or extended as
      provided in Section 10. Termination or expiration of this Agreement shall not
      extinguish any rights of compensation of Consultant due for the Term as herein
      provided, nor any obligations of Consultant to Company arising for activities
      up
      to the date of such termination or expiration. Upon termination of this
      Agreement for cause, all of Consultant’s options hereunder (vested or unvested)
      shall immediately terminate.





5.  Time
      and Efforts .
      Consultant agrees to devote such time and use such commercially reasonable
      best
      efforts in the performance of his duties as may be required to skillfully and
      completely perform the services requested by Company hereunder. During the
      Term
      of this Agreement, Consultant agrees that he will not perform any activities
      or
      services or accept any other consulting engagements as would be inconsistent
      with this Agreement or the relationship between the parties, or as would
      interfere with, or present a conflict of interest concerning, Consultant’s
      services to Company. Consultant warrants and represents to Company that his
      services hereunder will not constitute a breach of any contract, agreement
      or
      obligation of Consultant to any other party.





6.  Independent
      Contractor .
      Consultant agrees to provide his part time services as an independent contractor
      and not as an employee or officer of Company. Consultant acknowledges and agrees
      that he does not have the power, express or implied, to make any contract,
      agreement, promise, warranty or representation on behalf of Company in any
      manner. Consultant will not hire or engage any third-party consultants, lawyers,
      accountants or other advisors on behalf of Company without the prior approval
      of
      Company. Consultant acknowledges that Company is not responsible for any federal
      or state taxes in respect to payment of his compensation hereunder and that
      it
      is his responsibility to calculate and pay tax obligations according to the
      requirements of applicable law.





7.  Applicable
      Law; Venue .





(a)  This
      agreement shall be governed by and under the laws of the State of Delaware
      without giving effect to conflicts of law principles.





(b)  Any
      dispute arising under or in any way related to this Agreement shall be brought
      in the State or Federal courts located in Nebraska.





8.  Severability .
      If any
      provision of this Agreement is held invalid or unenforceable, it **** shall
      be
      adjusted rather than voided, if possible, in order to achieve the intent of
      the
      parties to the extent possible. In any event, all other provisions of this
      Agreement shall be deemed valid and enforceable to the fullest extent
      possible.


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9.  Termination,
      Modification, or Waiver .
      This
      Agreement may not be terminated by Company prior to the expiration of the Term
      except for cause and then only upon 30 days prior written notice and payment
      for
      all services rendered through the date of such termination delivered with such
      notice. For purposes hereof, “ cause ”
means
      any of the following acts or omissions of Consultant: (i) repeated failure
      to
      follow reasonable and lawful written directives of the President or the Board
      of
      Directors; (ii) willful misconduct that causes any material injury to the
      financial condition or business reputation of Company; (iii) any act of fraud,
      theft, misappropriation or embezzlement or other similar conduct with respect
      to
      any aspect of the business or assets of the Company; (iv) drug use or alcohol
      use that materially interferes with the performance hereunder, or (v) conviction
      of a felony, crime involving fraud or misrepresentation, or conviction of any
      other crime the effect of which is likely to have a material adverse effect
      on
      the business or reputation of Company. No amendment, alteration, or change
      to
      this Agreement shall be effective unless in writing and signed by Consultant
      and
      Company. The term may be extended after the initial term, subject to
      negotiations and written agreement between Consultant and Company. Consultant
      may terminate this Agreement at any time upon 30 days prior written notice
      to
      Company.





10.  Confidentiality .
      Consultant acknowledges that during the course of performance of his consulting
      services for Company, Consultant will acquire confidential and non-public
      information pertaining to Company and its business, including investment plans
      or strategies, trade secrets, customer lists, vendor and customer contacts
      and
      the details thereof, pricing policies, operational methodology, marketing and
      merchandising plans or strategies, business acquisition plans, personnel
      acquisition plans, confidential information of third parties which is subject
      to
      a nondisclosure or confidentiality agreement between such third parties and
      Company, other information pertaining to the business of Company that is not
      publicly available, as well as other information that the Company has indicated
      to be confidential or which, by the nature of the information or the
      circumstances of its disclosure, the Consultant ought reasonably to consider
      confidential (collectively, the “ Confidential
      Information ”).
      Consultant shall not, during the Term, directly or indirectly disclose to any
      person, except to Company or its officers and agents or as reasonably required
      in connection with Consultant’s duties on behalf of Company, or use, pursue, or
      exploit, except on behalf of Company, any Confidential Information acquired
      by
      Consultant during the Term. Consultant shall not, at any time after the
      termination or expiration of the Term, directly or indirectly disclose to any
      person any Confidential Information nor use, pursue, or exploit the Confidential
      Information for any purpose whatsoever. If the Consultant is compelled by law
      to
      disclose Confidential Information, it shall use its reasonable efforts to give
      the Company 10 days’ prior written notice of compelled disclosure and shall
      limit such disclosure to the extent legally possible. Upon termination or
      expiration of the Term for any reason, or upon Company’s request at any time,
      Consultant shall return to Company all documents and materials (including
      software) relating directly or indirectly to the Confidential Information.
      Consultant acknowledges that all such documents and materials are and shall
      remain the property of Company. Consultant shall not reverse engineer,
      disassemble or decompile any prototypes, software or other tangible objects
      which embody the Confidential Information and which are provided to Consultant
      hereunder. To the extent Consultant breaches this agreement by using Gabriel’s
      Confidential Information in a non-permissible way, any inventions, improvements,
      or other intellectual property resulting from such non-permissible use will
      be
      the property of Gabriel. Consultant will and does hereby automatically assign,
      grant and convey to Gabriel any and all rights, title and interest in such
      new
      intellectual property, at the time of creation of any such work, without a
      requirement of further consideration, and regardless of any right, title or
      interest Consultant may have in any such work. Consultant further agrees that
      upon request, Consultant will execute a written assignment of such new
      intellectual property to Gabriel. The obligations of this Section shall
      survive the termination of this Agreement and continue for 10 years after the
      date of last disclosure.


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11.  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, personal and legal representatives, successors
      and
      assigns; provided that since this is a contract for personal services of
      Consultant, Consultant may not assign this Agreement without the prior written
      consent of Company which may be granted or withheld as Company determines in
      its
      sole discretion.





12.  Counterparts .
      For the
      convenience of the parties hereto, any number of counterparts hereof may be
      executed, and each such executed counterpart shall be deemed to be an original
      instrument. A facsimile transmission of this Agreement bearing a signature
      on
      behalf of a party will be legal and binding on such party.





13.  Paragraph
      Headings .
      The
      Section headings contained in this Agreement are for convenience only and shall
      in no manner be construed as a part of this Agreement.





14.  Gender
      and Number .
      Where
      the context so requires, the masculine gender shall be construed to include
      the
      feminine and/or neuter and vice versa, and the singular shall be construed
      to
      include the plural and the plural the singular.





15.  Integration .
      This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and supersedes and terminates all prior agreements,
      arrangements and policies between the parties with respect to the subject matter
      hereof.





16.  Notices .
      Any
      notice or other communication required or permitted under this Agreement shall
      be in writing and shall be furnished either by personal delivery, overnight
      mail
      or by certified mail, return receipt requested, to the principal office address
      of the party to whom such notice is being sent.





Consultant:





Barry
      Nussbaum


2775
      Via
      De La Valle Suite 205


Del
      Mar,
      CA 92014








Company:





Gabriel
      Technologies Corp


4538
      South 140 th **** Street


Omaha,
      NE
      68137


Telephone:  402-614-0258


Facsimile:  402-614-0498





Either
      party may change his or its address for notice and communications hereunder
      by
      delivery of written notice of such change to the other party.


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***[missing
      information - unreadable]***


reasonable
      in order to protect Gabriel and its business, and expressly agrees that monetary
      damages would be inadequate to compensate Gabriel for any breach ____ Consultant
      of any covenants and agreements set forth herein. Accordingly, Consultant agrees
      and acknowledges that any such violation or threatened violation will cause
      irreparable injury to Gabriel and that, in addition to any other remedies that
      may be available, in law, in equity or otherwise, Gabriel shall be entitled
      to
      obtain both temporary and permanent injunctive relief against the threatened
      _______ of this Agreement or the continuation of any such breach, without the
      necessity of posting bond or other security *(* *to
      the extent that Gabriel is required to post bond or other security, the parties
      agree and stipulate that $1,000 is sufficient for such bond or other
      security* *)* or
      proving actual damages.








IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement
      effective as of the date first above written.





CONSULTANT
            
            COMPANYGabriel
                Technologies Corp/s/
                Barry
                Nussbaum
            
            By: 
                /s/ Keith
                FeilmeierBarry
                Nussbaum, Individually
            
            Keith
                Feilmeier, CEO