EXHIBIT
      10.3





EMPLOYMENT
      AGREEMENT





This
      employment agreement (“Agreement”) is made as of the 1 day of January, 2005,
      between Gabriel Technologies Corporation, organized and existing under the
      laws
      of Delaware, with its principal office located at Omaha, Douglas County,
      Nebraska (“Employer”), and Keith R. Feilmeier, whose address is 20740
      Timberlane Dr., Elkhorn, Nebraska (“Employee”).





RECITALS





A.  Employer
      is engaged in the business of producing and distributing locking devices for
      use
      in the transportation industry and maintains business premises at 4538 So.
      140 th Omaha,
      Nebraska 68137 (the “business premises”).





B.  Employee
      is willing to be employed by Employer, and Employer is willing to
      employ **** Employee,
      on the terms and conditions set forth below. In consideration of the matters
      described above, and of the mutual benefits arid obligations set forth in this
      agreement, the parties agree as follows:





1.  EMPLOYMENT.
      Employer employs Employee at the business premises to serve in the position
      of
      its Chief Executive Officer and Employee **** accepts
      and agrees to such employment.





2.  DUTIES.
      Subject to the supervision arid pursuant to the orders, advice, and direction
      of
      employer, Employee shall perform such duties as are customarily performed by
      one
      holding such position in other businesses or enterprises of the same or similar
      nature as that engaged in by employer. Employee shall additionally render such
      other and unrelated services and duties as may be assigned to him from time
      to
      time by Employer.





3.  MANNER
      OF
      PERFORMANCE. Employee shall at all times faithfully, industriously, and to
      the
      best of his ability, experience, and talent, perform all duties that may be
      required of and from him pursuant to the express and implicit terms of this
      agreement, to the reasonable satisfaction of Employer. Such duties shall be
      rendered at the business premises and at such other place or places as Employer
      shall in good faith require or as the interests, needs, business, and
      opportunities of Employer shall require or make advisable.





4 *.*  TERM.
      The
      term of employment shall be three year, commencing on January 1, 2005 and
      terminating December 31, 2008, ** subject,
      however, to prior termination as otherwise provided in this agreement. Upon
      expiration of the term of this Agreement, or any renewal thereof, this Agreement
      will be automatically renewed. for an additional one year term unless on party
      gives the other party written notice of its intent to terminate the Agreement
      at
      least forty five (45) days prior to the end of the term, or any extension
      thereof.





5.  COMPENSATION.
      Employer shall pay Employee and Employee agrees to accept from Employer, in
      full
      payment for Employee’s services under this agreement, compensation at the rate
      of Two Hundred Fifty Thousand and 00 / l00ths Dollars $250,000.00 per annum,
      payable monthly in equal installments of Twenty Thousand Eight Hundred Thirty
      Three and 33 / l00ths Dollars ($20,833.33), ** which
      shall be payable of the first clay of each month. In addition to the foregoing,
      Employer will permit Employee to participate in any health insurance, retirement
      plans and other fringe benefit: programs that are provided to Employees of
      the
      Company generally, and, will reimburse Employee for any and all necessary,
      customary, and usual expenses incurred by him while traveling for and on behalf
      of Employer pursuant to Employer’s directions.





In
      addition to Employee’s regular salary and benefits, Employer will pay a cash
      bonus to Employee in the amount of Two Hundred Fifty Thousand and no/ l00ths
      Dollars ($250,000.00) within sixty (60) days of a successful private placement
      of the Company’s equity securities and listing of the same for trading on a
      NASDAQ OTC BB securities exchange. After such listing has been obtained, the
      Company will distribute to Employee Warrants for the purchase of the Company’s
      listed securities in the event certain sales goals have been obtained, on the
      following basis:





Annual
                Sales
            Number
                of Warrants$10,000,000
            500,000$20,000,000
            500,000Listing
                on NASDAQ
            500,000





6.  LOYALTY.
      Employee shall devote all of his time, attention, knowledge,  and
      skill
      solely and exclusively to the business and interests of Employer, and Employer
      shall be entitled to all benefits, emoluments, profits, or other issues arising
      from or incident to any and all work, services, and advice of Employee. Employee
      agrees that during the term of this agreement he will not be interested,
      directly or indirectly, in any form, fashion, or manner, as partner, officer,
      director, stockholder, advisor, Employee, or in any other form or capacity,
      in
      any other business similar to Employer’s business or any allied trade, except
      that nothing contained in this agreement shall be deemed to prevent or limit
      the
      right of Employee to invest any of his surplus funds in the capital stock or
      other securities of any corporation whose stock or securities are publicly
      owned
      or are regularly traded on any public exchange, nor shall anything contained
      in
      this agreement be deemed to prevent Employee from investing or limit Employee’s
      right to invest his surplus funds in real estate.





7.  NONDISCLOSURE
      OF INFORMATION. Employee will not at any time, in any fashion, form, or manner,
      either directly or indirectly divulge, disclose, or communicate to any person,
      firm, or corporation in any manner whatsoever any information of any kind,
      nature, or description concerning any matters affecting or relating to the
      business of Employer, including, but not limited to, the names of any its
      customers, the prices it obtains or has obtained, or at which it sells or has
      sold its products, or any other information concerning the business of Employer,
      its manner of operation, or its plans, processes, or other date of any kind,
      nature, or description without regard to whether any or all of the foregoing
      matters would be deemed confidential, material, or important. The parties
      stipulate that, as between them, the foregoing matters are important, material,
      and confidential, and gravely affect the effective and successful conduct of
      the
      business of Employer, and its good will, and that any breach of the terms of
      this section is a material breach of this agreement.


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8.  TERMINATION
      ON PERMANENT DISABILITY OF EMPLOYEE. Notwithstanding anything in this agreement
      to the contrary, Employee is an *employee
      at willl* and
      employment may be terminated by Employer at any time for any reason. Employer
      is
      given the option to terminate this agreement if during the term of this
      agreement employee shall become permanently disabled, as the term “permanently
      disabled” is fixed and defined below in this agreement. Such option shall be
      exercised by Employer giving notice to Employee by registered mail, addressed
      to
      Employee in care of Employer at the above stated address, or at such other
      address as Employee shall designate in writing, of its intention to terminate
      this agreement on the last day of the month during which such notice is mailed.
      On the giving of such notice this agreement and the term, of it shall cease
      and
      come to an end on the last day of the month in which the notice is mailed,
      with
      the same force and effect as if such last day of the month were the date
      originally set forth as the termination date. For purposes of this agreement,
      Employee shall be deemed to have become permanently disabled if, during any
      year
      of **** the
      term
      of this agreement, because of ill health, physical or mental disability, or
      for
      other causes beyond his control, Employee shall have been continuously unable
      or
      unwilling or have failed to perform his duties under this agreement for thirty
      (30) consecutive days, or if, during any year of the term of this agreement,
      Employee shall have been unable or have failed to perform his duties for a
      total
      period of sixty (60) days, whether consecutive or not. For the purposes of
      this
      section, the term “any year of the term of this agreement” is defined to mean
      any period of 12 calendar months commencing on the first day of January and
      terminating on the last day of December of the year during the term of this
      agreement. Contrary, this agreement and the payment of this agreement is in
      full
      force for 3 years and the termination, whether for health or any unforeseen
      reason does not forgive the company from paying the employee for a period of
      three years.





9.  EMPLOYEE’S
      COMMITMENTS--WRITTEN CONSENT. Employee shall have the right to make any
      contracts or other commitments for or on behalf of Employer without the written
      consent of Employer.





10.   CONTRACT
      TERMS To BE EXCLUSIVE. This written agreement contains the sole and entire
      agreement between the parties, and, supersedes any and all other agreements
      between them. The parties acknowledge and agree that neither of them has made
      any representation with respect to the subject matter of this agreement or
      any
      representations inducing the execution and delivery of this agreement except
      such representations as are specifically set forth in. this agreement, and
      each
      party acknowledges that he or it has relied on his or its own judgment in
      entering into the agreement. The parties further acknowledge that any statements
      or representations that may have been made prior to this agreement by either
      of
      them to the other are void and of no effect and that neither of them has relied
      on the same in connection with his or its dealings with the other.





11.   WAIVER
      OR
      MODIFICATION. No waiver or modification of this agreement or of any covenant,
      condition, or limitation contained in this agreement shall be valid unless
      in
      writing and duly executed by the party to be charged with the same. Furthermore,
      no evidence of any waiver or modification shall be offered or received in
      evidence in any proceeding, arbitration, or litigation between the parties
      arising out of or affecting this agreement, or the rights or obligations of
      any
      party under this agreement, unless such waiver or modification is in writing
      and
      duly executed. The provisions of this paragraph may not be waived except as
      set
      forth in this paragraph.


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12.   GOVERNING
      LAW. This agreement and performance under it shall, be construed in accordance
      with the laws of the State of Nebraska.





13.   BINDING
      EFFECT. This agreement shall be binding on and inure to the benefit of the
      respective parties and their respective heirs, legal representatives,
      successors, and assigns. The parties have executed this agreement at Omaha,
      Douglas County, Nebraska the day and year first above written.





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




GABRIEL
        TECHNOLOGIES CORPORATION
 
 
 
 By: /s/
        K.
        R.
        Feilmeier
 Title: President
 
 
 
 /s/ Keith
        R.
        Feilmeier
 Keith
        R.
        Feilmeier
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