**EXHIBIT
      10.9**





**CONSULTING
      AND INVESTMENT BANKING SERVICES AGREEMENT**





This
      Consulting Services Agreement (“Agreement”), dated as of October 8, 2005, is
      made by and between Nicholas A. Fegen, an individual (“Consultant”), whose
      address is 675 Southfork Dr., Waukee, IA 50263 and Gabriel Technologies Corp.
      (“Client”), a Delaware corporation, having it’s principal place of business at
      4538 S. 140thSt. Omaha Ne. 68137.





WHEREAS,
      Consultant has extensive background and contacts in the area of business
      development and marketing;





WHEREAS,
      Consultant desired to be engaged by Client to provide information, evaluation
      and consulting and investment banking services to the Client in his area of
      knowledge and expertise on the terms and subject to the conditions set forth
      herein;





WHEREAS,
      Client is a publicly held corporation with its common stock shares trading
      on
      the Over the Counter Bulletin Board under the ticker symbol “GWLK,” and desires
      to further develop its business and increase it’s common stock share’s value;
      and





WHEREAS,
      Client desires to engage Consultant to provide information, evaluation and
      consulting and investment banking services to the Clients in his area of
      knowledge and expertise on the terms and subject to the conditions set forth
      herein.





NOW,
      THEREFORE, in consideration for those services Consultant provides to Client,
      the parties agree as follows:





**1.**
            **Services
                of Consultant.**





Consultant
      agrees to perform for Client all necessary services required in working to
      bring
      about the effectiveness of the Client’s business plan of operations. As such
      Consultant will provide bona fide services to Client. Services to Client,
      throughout the term, shall include, but not be limited to, identifying and
      securing business opportunities, acquisitions and combinations for Client,
      investment banking advice, marketing advice, interfacing with marketers, all
      at
      the direction of Client. Consultant shall dedicate all of the necessary time
      and
      facilities required to perform under the Agreement, however, Consultant is
      only
      obligated to perform such services on a non-exclusive basis and may provide
      similar services to others provided they are not directly competitive with
      Client’s businesses. The services to be provided by Consultant will not be in
      connection with the offer or sale of securities in a capital-raising
      transaction, and will not directly or indirectly promote or maintain a market
      for Client’s securities.





**2.**
            **Consideration.**





In
      complete consideration for Client providing the services as described in
      paragraph 1 above, Client shall issue to Consultant, as compensation and fees
      for his services, 1,500,000 shares of its restricted stock (“shares”). Those
      said shares shall have piggy back rights attached upon filing a
      registration.








**3.**
            **Confidentiality.**





Each
      party agrees that during the course of this Agreement, information that is
      confidential or of a proprietary nature may be disclosed to the other party,
      including, but not limited to, product and business plans, software, technical
      processes and formulas, source codes, product designs, sales, costs and other
      unpublished financial information, advertising revenues, usage rates,
      advertising relationships, projections, and marketing data (“Confidential
      Information”). Confidential Information shall not include information that the
      receiving party can demonstrate: (a) is, as of the of its disclosure, or
      thereafter becomes part of the public domain through a source other than the
      receiving party, (b) was known to the receiving party as of the time of its
      disclosure, (c) is independently developed by the receiving party, or (d) is
      subsequently learned from a third party not under a confidentiality obligation
      to the providing party.





**4.**
            **Late
                Payment.**





Clients
      all pay to Consultant all fees within fifteen (15) days of the due date. Failure
      of Client to finally pay any fees with fifteen (15) ** days
      after the applicable due date shall be deemed a material breach of this
      Agreement, justifying suspension of the performance of the “Services” provided
      by the consultant, will be sufficient cause for immediate termination of this
      Agreement by Consultant. Any such suspension will in no way relieve Client
      from
      payment of fees, and, in the event of collection enforcement, Client shall
      be
      liable for any costs associated with such collection, including, hut not limited
      to, legal costs, attorneys’ fees, courts costs, and collection agency
      fees.





**5.**
            **Indemnification.**





**(a)**
            **Client.**





Client
      agrees to indemnify, defend, and shall hold harmless Consultant and/or his
      agents, and to defend any action, brought against said parties with respect
      to
      any claim, demand, cause of action, debt or liability, including reasonable
      attorneys’ fees to the extent that such action is based upon a claim that: (I)
      is true, (ii) would constitute a breach of any of Client’s representations,
      warranties, or agreements hereunder, or (iii) arises out of the negligence
      or
      willful misconduct of Client, or any Client Content to be provided by Client
      and
      does not violate any rights of third parties, including, without limitation,
      rights of publicity, privacy, patents, copyrights, trademarks, trade secrets,
      and/or licenses.





**(b)**
            **Consultant.**





Consultant
      agrees to indemnify, defend, and shall hold harmless Client, its directors,
      employees and agents, and defend any action brought against same with respect
      to
      any claim, demand, cause of action, debt or liability, including reasonable
      attorneys’ fees, to the extent that such an action arises out of the gross
      negligence or willful misconduct of Consultant.









**(c)**
            **Notice.**





In
      claiming any indemnification hereunder, the indemnified party shall promptly
      provide the indemnifying party with written notice of any claim, which the
      indemnified party believes falls within the scope of the foregoing paragraphs.
      The indemnified party may, at its expense, assist in the defense if it so
      chooses, provided that the indemnifying party shall control such defense, and
      all negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnifying party shall not be final without the
      indemnified party’s written consent, which shall not be unreasonably
      withheld.





**6.**
            **Limitation
                of Liability.**





Consultant
      shall have no liability with respect to Consultant’s obligations under this
      Agreement or otherwise for consequential, exemplary, special, incidental, or
      punitive damages even if Consultant has been advised of the possibility of
      such
      damages. In any event, the liability of Consultant to Client for any reason
      and
      upon any cause of action, regardless of the form in which the legal or equitable
      action may be brought, including, without limitation, any action in tort or
      contract, shall not exceed ten percent (10%) of the fee paid by Client to
      consultant for the specific service provided that is in question.





**7.**
            **Termination****and
                Renewal.**





**(a)**
            **Term.**





This
      Agreement shall become effective on the date appearing next to the signatures
      below and terminate one (1) year thereafter. Unless otherwise agreed upon in
      writing by Consultant and Client, this Agreement shall not automatically be
      renewed beyond its Term.





**(b)**
            **Termination.**





Either
      party may terminate this agreement on thirty (30) calendar days written notice,
      or if prior to such action, the other party materially breaches any of its
      representations, warranties, or obligations under this Agreement. Except as
      may
      be otherwise provided in this Agreement, such breach by either party will result
      in the other party being responsible to reimburse the non-defaulting party
      for
      all costs incurred directly as a result of the breach of this Agreement, and
      shall be subject to such damages as may be allowed by law including all
      attorneys’ fees an costs of enforcing the Agreement. In the event consultant
      voluntarily terminates this agreement prior to the completion of its initial
      term, for reasons other than breach, Consultant’s fees under this agreement will
      be pro-rated for the period for which services were actually
      performed.





**(c)**
            **Termination
                and Payment.**





Upon
      any
      termination or expiration of this Agreement, Client shall pay all unpaid and
      outstanding fees through the effective date of termination or expiration of
      this
      Agreement. And upon such termination, Consultant shall provide and deliver
      to
      Client any and all outstanding services due through the effective date of this
      agreement.








**8.**
            **Miscellaneous.**





**(a)**
            **Independent
                Contractor.**





This
      Agreement establishes an “independent contractor” relationship between
      Consultant and client.





**(b)**
            **Rights
                Cumulative; Waivers.**





The
      rights of each of the parties under this Agreement are cumulative.
      The **** rights
      of
      each of the parties hereunder shall not be capable of being waived or varied
      other than by an express waiver or variation in writing. Any failure to exercise
      or any delay in exercising any of such rights shall not operate as a waiver
      or
      variation of that or any other such right. Any defective or partial exercise
      of
      any of such rights shall not preclude any other or further exercise of that
      or
      any other such right. No act or course of conduct or negotiation on the part
      of’
any party shall in any way preclude such party from exercising any such right
      or
      constitute a suspension or an variation of any such right.





**(c)**
            **Benefit
                Successors Bound.**





This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of; the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.





**(d)**
            **Entire
                Agreement.**





This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof. There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representations, oral
      or
      written, express or implied, between them with respect to this Agreement or
      the
      matters described in the Agreement, except as set forth in this Agreement.
      Any
      such negotiations, promises, or understandings shall not be used to interpret
      or
      constitute this Agreement.





**(e)**
            **Assignment.**





Neither
      this Agreement nor any other benefit to accrue hereunder shall be assigned
      or
      transferred by either party, either in whole or in part, without the written
      consent of the other party, and any purported assignments in violation hereof
      shall be void.





**(f)**
            **Amendment.**





This
      agreement may be amended only by an instrument in writing executed by all the
      parties hereto.








**(g)**
            **Severability.**





Each
      part
      of this Agreement is intended to be severable. In the event that any provision
      of the Agreement is found by any court or other authority of competent
      jurisdiction to be illegal or unenforceable, such provision shall be severed
      or
      modified to the extent necessary to render it enforceable and as so severed
      or
      modified, this Agreement shall continue in full force and effect.





**(h)**
            **Section
                Headings.**





The
      Section headings in the Agreement arc for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of the Agreement.





**(i)**
            **Construction.**





Unless
      the context otherwise requires, when used herein, the singular shall be deemed.
      to include the plural, the plural shall, be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.





**(j)**
            **Further
                Assurances.**





In
      addition to the instruments and document to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      may
      reasonably require to carry out the terms of this Agreement and the transactions
      contemplated hereby.





**(k)**
            **Notices.**





Any
      notice which is required or desired under this Agreement shall be given in
      writing and may be sent by personal delivery or by mail (either a. United Stales
      mail, postage prepaid, or b. Federal Express or similar generally recognized
      overnight carrier), addressed as follows (subject to the right to designate
      a
      different address by notice similarly given):





To
      Client:





Keith
      Feilmeier, CEO/President


Gabriel
      Technologies Corp.


4538
      S.
      140 th St.


Omaha
      NE.
      68137


To
      Consultant:





Nicholas
      A. Fegen


675 **** Southfork
      Drive


Waukee,
      IA 50263


Telephone
      (515) ** 223-6296







**(l)**
            **Governing
                Law.**





This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of Delaware without reference to its conflicts of laws rules or
      principles. Each of the parties consents to the exclusive jurisdiction of the
      federal courts of the State of Nebraska in connection with any dispute arising
      under this Agreement and hereby waives, to the maximum extent permitted by
      law,
      any objection, including any objection based *on
      forum non coveniens,* to
      the
      bringing of any such proceeding in such jurisdictions.





**(m)**
            **Consents.**





The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of such party.





**(n)**
            **Survival
                of Provisions.**





The
      provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall
      survive the termination of this Agreement.





**(o)**
            **Execution
                in Counterparts.**





This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute on and the same
      agreement.





IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed amid
      have
      agreed to and accepted the terms herein on this date October 8,
      2005.




**Gabriel
              Technologies Corp.**By:
            /s/
              Keith FeilmeierKeith Feilmeier,
              CEO/President By:
            /s/
              Nicholas A. FegenNicholas
                A. Fegen, Consultant