EXHIBIT
        10.4
 
 
 
 
 March
        22,
        2005
 
 Maurice
        Shanley
 
 Dear
        Mo,
 
 This letter
        serves to confirm our Agreement regarding the introduction by Pali Capital,
        Inc.
        (the “Representative”) to Gabriel Technologies Corporation (the ** “Company”)
        of one or more investors (the “Investor”) to purchase the Company’s securities
        described below (the “Securities”) on the following terms and
        conditions.
 
 1.
              Appointment
                  as Representative.
  (A)  The
        Company appoints the Representative as its exclusive representative for the
        term
        of this Agreement in order to attempt to raise money for the Company by
        introducing it to investors to purchase the Company’s Securities in a method not
        requiring registration with the Securities and Exchange Commission or the
        securities commission of any state. The exact sum and the particulars of
        the
        Securities will be upon terms to be negotiated between the Company and the
        Investor(s). Such terms shall be acceptable to the Company in its sole
        discretion. The Company understands that the Representative has not made
        any
        representations that an investment in the Securities will be obtained by
        the
        Representative on terms agreeable to the Company.
 
 (B)  The
        Representative accepts such appointment and agrees to attempt to raise the
        funds
        contemplated by this Agreement for the Company, subject to the provisions
        and
        conditions of this Agreement; provided, however, that nothing in this Agreement
        or otherwise shall be deemed a guaranty or warranty that the Representative
        will
        be able to raise any money for the Company.
 
 2.
              Company’s
                  Duties.
 
 The
        Company, with the assistance of the Representative, shall prepare a Term
        Sheet
        or the like, a Private Placement Memorandum, (the “PPM”) and such other
        documents as may be necessary for the non-public offering and sale by the
        Company of its restricted securities as contemplated by paragraph 1 of this
        Agreement, (hereinafter collectively the “Information”) and the Company shall
        comply with all federal and state securities laws applicable to the Company’s
        offer and sale of such restricted securities. The Company herein represents
        that
        any Information provided to the Representative by the Company will be complete
        and correct in all material respects and will not include any untrue statement
        of a material fact or omit to state a material fact necessary in order to
        make
        the statements therein, in the light of the circumstances under which they
        were
        made, not misleading, (ii) all historical financial data contained in the
        Information will be prepared in accordance with generally accepted accounting
        principles then in effect in the United States and will fairly present in
        all
        material respects the financial condition and operations of the Company as
        of
        the respective date or dates. The Company will notify Introducer promptly
        of any
        material adverse change in the business, properties, operations, financial
        condition or prospects of the Company, or concerning any statement contained
        in
        any of the Information provided by the Company to the Representative which
        is
        not accurate or which is incomplete or misleading in any material respect.
        The
        Company acknowledges that the Representative may rely, without independent
        verification, upon the accuracy and completeness of the Information, and
        that
        the Representative does not assume any responsibility therefore.
  
  The
        Company further herein indemnifies, defends and holds harmless the
        Representative and its affiliates and their respective officers, directors,
        attorneys, employees, agents and controlling persons (each an “Indemnified
        Person”) from and against any and all losses, claims, damages, liabilities and
        expenses, joint or several, to which any such Indemnified Person may become
        subject arising out of any untrue statement or alleged untrue statement of
        a
        material fact contained in the Information or a violation of this Agreement
        by
        the Company or any claim, litigation, investigation or proceedings relating
        to
        the foregoing regardless of whether any of such Indemnified Person or Persons
        is
        a party thereto, and to reimburse such Indemnified Person or Persons for
        any
        legal or other expenses as they are incurred in connection with investigating
        or
        defending any of the foregoing, provided that the foregoing indemnification
        will
        not, as to any Indemnified Person, apply to losses, claims, damages, liabilities
        or expenses to the extent that they are finally judicially determined to
        have
        resulted from the gross negligence, willful misconduct, bad faith or criminal
        misconduct of such Indemnified Person. The company further acknowledges that
        any
        indemnification pursuant to this paragraph 2 shall in no way limit, alter
        or
        nullify any provisions specified in this paragraph 8 hereof.
 
 3.
              Purchase,
                  Sale and Delivery of the Shares.
 
 On
        the
        basis of the representations and warranties herein contained and subject
        to the
        terms and conditions herein set forth:
 
 (A)  The
        Company hereby appoints Representative as its exclusive agent, to solicit
        purchase of the Securities, and Representative agrees to use its best efforts
        to
        obtain such purchase to the extent consistent with the requirements of Sections
        4(2) and 4(6) of the Act, Regulation D, and applicable requirements of the
        securities laws of any state in which the sale of the Shares is being made.
        It
        is understood that no sale shall be regarded as effective unless and until
        accepted by the Company, and that the Company reserves the right to refuse
        to
        sell the Shares to any person; provided, however, acceptance of a subscription
        by the Company shall not be unreasonably withheld. It shall be the obligation
        of
        the Company to determine, prior to acceptance of a subscription, that the
        prospective investor is an accredited investor. The Company shall be entitled
        to
        rely on the representations as to the status of a prospective investor contained
        in the subscription documents. Representative will solicit the exercise of
        1,145
        of Company’s warrants as contemplated by this agreement exercisable at $2.00 per
        share. Said shares are also to be determined as “kicker warrants.”
 
 (B)  Representative
        shall observe the following procedures with respect to the
        offering:
 
 (i)  Prior
        to
        delivery of the PPM to any prospective investor, Representative shall deliver
        a
        copy of a Non-Disclosure Agreement provided by the Company and shall receive
        an
        executed copy of the Non-Disclosure Agreement from the prospective investor.
        Representative shall deliver the original copy of the executed Non-Disclosure
        Agreement to the Company.
 
 (ii)  If
        a
        prospective investor to whom a copy of the PPM has been provided decides
        not to
        participate in the Offering, Representative shall use its best-efforts to
        recover the copy of the PPM delivered to such prospective investor.
 
  -2-
  4.  Compensation
        to the Representative .
 
 (A)  Fees . If
        during
        the term of this Agreement, or within twelve (12) months after its termination,
        the Company sells any of its Securities to one or more Investors introduced
        by
        the Representative, the Company shall pay to the Representative, at the closing
        of each sale of Securities, a fee equal to:
 
 (i)  Nine
        percent (9%) of the gross proceeds of the Securities sold at each closing; and
 
 (ii)  Warrants
        to purchase common shares equal to nine percent (9.00%) of the total face
        amount
        of the equity financing raised at each closing with an exercise price equal
        to
        the price at which the investor acquires such shares and with such other
        terms
        including registration rights and duration as any warrants issued to the
        investors. In the event that no warrants are issued to an investor, the warrants
        will carry the same registration rights as the shares and the term of the
        warrants issued hereunder shall be 5 ** years.
        The number of shares which can be purchased pursuant to the warrants shall
        be
        determined by multiplying the face amount of the financing by ten percent
        (10%)
        and dividing the result by the price at which the investor acquires the
        stock.
 
 (iii)  In
        the
        event of a sale of the majority of Securities of the Company to one or more
        investors, Company shall pay to the Representative, in addition to other
        fees
        and compensation as contemplated herein, at the closing of the sale of Company
        two percent (2%) of the gross proceeds of the Securities sold resulting in
        a
        change in ownership of Company.
 
 5.  Expenses .
 
 In
        addition to the fees described in paragraph 4 above, the Company agrees to
        reimburse the Representative for all out-of-pocket expenses incurred in
        connection with or arising out of the Representative’s activities pursuant to or
        contemplated by this Agreement, including a reimbursement of $20,000 of
        non-accountable expenses.
 
 6.  Representative’s
        Duties .
 
 The
        Representative shall:
 
 (A)  Endeavor
        to aid the Company to sell its Securities, as contemplated by this Agreement;
        provided, however, that nothing in this Agreement or otherwise shall be deemed
        a
        guaranty or warranty by the Representative that it will be successful in
        raising
        any money for the Company;
 
 (B)  Devote
        such time as the Representative determines may be reasonably necessary for
        the
        purpose of aiding the Company to sell its Securities; and
 
 (C)  Provide
        a
        monthly report to the Company listing investors with whom they have had
        communications.
  -3-
  7.
              Term
                  of Agreement.
 
 This
        Agreement shall continue for a term of 90 days to be extended upon written
        agreement of both parties. If extended beyond the 90-day period, this Agreement
        shall continue for a term of five years. Throughout the duration of this
        Agreement, Company agrees to enable Representative to name one director to
        the
        Company’s board of directors in exchange for Representative’s activities
        contemplated by this engagement.
 
 8.
              No
                  Employment Contract.
  Nothing
        contained in the Agreement shall be construed to constitute the Representative
        as a partner, employee, or agent of the Company, nor shall either party have
        any
        authority to bind the other in any respect, it being intended that each shall
        remain an independent contractor responsible for its own actions. The Company
        further understands and herein acknowledges that the Representative may engage
        in similar activities with other individuals or entities in its sole and
        absolute discretion.
 
 9.
              Future
                  Financings; Investment Banking
                  Services.
 
 If
        the
        Representative raises the funds contemplated by this Agreement for the Company,
        the Company:
 
 (A)  Agrees
        that the Representative shall have a right of first refusal for the next
        three
        (3) years with respect to all future financings,
        public or private, involving the sale of stock by the Company or the sale
        of
        securities convertible into stock of the Company (“Future Company Financings”).
        If the Company contemplates any such Future Company Financings, it shall
        provide
        the Representative with a written term sheet, which shall describe in reasonable
        detail all of the salient terms of such Future Company Financing(s) (the
“Term
        Sheet”). The Representative shall have thirty (30) days from the date it
        receives the Term Sheet to advise the Company whether or not it wishes to
        attempt to effect such Future Company Financing for the Company. If the
        Representative advises the Company that it wishes to do so, the parties will
        negotiate in good faith regarding the preparation and execution of a mutually
        satisfactory agreement.
 
 (B)  Agrees
        to
        retain the services of the Representative to provide it with investment banking
        services and advice for a period of (5) ** years
        after the raising of such funds for the Company at a monthly fee mutually
        agreed
        to between the Company and the Representative.
 
 10.
              Indemnification
 
 The
        Parties agree to indemnify one another and hold each other harmless from
        and
        against any losses, claims, damages, judgments, assessments, costs and other
        liabilities and shall reimburse each other for all fees and expenses (including
        reasonable attorneys fees) as they are incurred by an indemnified party in
        defending any claim, action or proceeding arising out of or in connection
        with
        any untrue statement
        of material fact or omission to state a material fact. No Party from whom
        indemnification shall be sought shall be liable for the negligence, gross
        negligence, bad faith or willful misconduct of the other Party.
 
 The
        Party
        seeking indemnification shall, within fifteen (15) days of receipt of actual
        notice of the claim, action or proceeding, notify the other party in writing
        of
        the claim, action or proceeding. Failure to notify the party who is obligated
        to
        provide the indemnity described herein of the claim, action or proceeding
        shall
        result in an absolute waiver of the Party’s right to seek
        indemnification.
  -4-
  11.
              Entire
                  Contract.
 
 This
        Agreement contains the entire understanding of the Parties and supersedes
        all
        previous verbal and written agreements. The Parties herein acknowledge that
        there are no other agreements, representations, or warranties other then
        those
        set forth herein.
 
 12.
              Dispute
                  Resolution, Attorney Fees.
 
 The
        Company hereby irrevocably submits to the jurisdiction of any New York State
        or
        Federal court sitting in New York County over any action or proceeding arising
        out of or relating to this Agreement and the Company hereby irrevocably agrees
        that all claims in respect of such action or proceeding may be heard and
        determined in such New York State or Federal court. The Company hereby
        irrevocably waives, to the fullest extent it may effectively do so, the defense
        of an inconvenient forum to the maintenance of such action or proceeding.
        The
        Company agrees that a final judgment in any such action or proceeding shall
        be
        conclusive and may be enforced in other jurisdictions by suit on the judgment
        or
        in any other manner provided by law. Nothing in this paragraph 10 shall affect
        the right of the Representative to bring any action or proceeding against
        the
        Company in the courts of any other jurisdiction.
 
 13.
              Governing
                  Law.
 
 This
        Agreement shall be construed in accordance with, and governed by, the procedural
        and substantive laws of the State of New York, without giving effect to conflict
        of law principles.
 
 14.
              Binding
                  Effect.
 
 The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        each of the Parties and their respective successors and assigns. This document
        shall be binding when signed in counterpart and/or delivered by
        facsimile.
 
 If
        the
        foregoing meets with your understanding and approval, please sign and return
        one
        copy to me for our records.
 
 Very
        truly yours,
 
 PALI
        CAPITAL, INC.
 
 
 By: /s/
        Signature not
        legible
 
 Dated: 3/22/2005
 
 
 
 Accepted
        and Agreed to :
 
 
 /s/ Maurice
        Shanley
 
  -5-
  [GABRIEL
        TECHNOLOGIES CORP. LETTERHEAD]
 
 
 
 November
        14, 2005
 
 
 
 Matthew
        Gohd
 Pali
        Capital
 650
        5 th Avenue,
        6 th Floor
 New
        York,
        NY 10019
 
 Dear
        Matt:
 
 This
        letter is to amend section 4. Compensation to the Representative (A(iii)),
        of
        the Engagement Agreement dated March 22, 2005. This section should be amended
        to
        include the sale of any subsidiaries of Gabriel Technologies as
        well.
 
  /s/ Keith
        Feilmeier
 Keith
        Feilmeier
  -6-
  [GABRIEL
        TECHNOLOGIES CORP. LETTERHEAD]
 
 
  
 July
        13,
        2005
  
 Mr.
        Matt
        Gohd
 Pali
        Capital
 650
        Fifth
        Ave
 New
        York,
        NY
 
 Dear
        Matt:
 
 This
        is
        to confirm the discussions and agreement reached concerning warrants previously
        issued to Pali Capital and their investors by Gabriel Technologies Corp.
        As
        additional consideration in settlement of the current outstanding balance
        for
        past fees of $187,000, I confirm that Gabriel will re-price the warrants
        issued
        in the second round as “kickers”, plus the Pall warrants for that round, to be
        exercisable into common stock at an exercise price of the market closing
        price
        today, and will increase the number of those warrants by 20%.
 
 Additionally,
        I agree to the modification discussed earlier, increasing the additional
        warrant
        for unregistered common shares to Pali from 40,000 to 70,000.
 
 Sincerely,
 
 
 
 /s/ Keith
        Feilmeier
 Keith
        Feilmeier
 CEO
 Gabriel
        Technologies Corp
  -7-
  GABRIEL
        TECHNOLOGIES CORP. LETTERHEAD]
 
  
 
 
 July
        13,
        2005
  
 Mr.
        Matt
        Gohd
 Pali
        Capital
 650
        Fifth
        Ave
 New
        York,
        NY
 
 Dear
        Matt:
 
 This
        is
        to confirm the discussions and agreement reached concerning fees due Pali
        by
        Gabriel Technologies Corp. As to the current outstanding balance for past
        fees
        of $187,000, I confirm the following:
 
 1
        Gabriel
        will issue 40,000 warrants exercisable into common stock at 05 to Pali Capital.
        Gabriel agrees to registered the underlying shares within 90 days.
 
 2.
        Gabriel will sign a promissory note for $187,000 with an 11% ** interest
        rate and payable within 90 days, will repay this from “first dollars” received
        from any equity or debt proceeds (other than normal revolving debt associated
        with working capital financing of inventory and receivables) and apprise
        Pali
        immediately of receipt of either. The Chuck Matteson transaction is set aside
        from this agreement.
 
 3.
        Gabriel will adjust “kicker warrants” issued to investors to either 2.00 per
        share or 110% of the price of any equity issuances completed prior to payment
        of
        the note, whichever is lower.
 
 Sincerely,
 
 
 /s/ Keith
        Feilmeier
 Keith
        Feilmeier
 CEO
 Gabriel
        Technologies Corp.
    -8-