EXHIBIT
      10.1





**M.D.
      PROPERTIES**





**Business
      Property Lease**





THIS
      LEASE is entered into this **7th** day
      of **January,** 2004 **,** between **M.D.
      Properties, L.L.C.** ,
      Landlord, and **Gabriel
      Technologies,**  **LLC,** Tenant.





**PREMISES**





1.  Landlord
      leases to Tenant at **4538
      South 140th Street, 68137,** Omaha,
      Douglas County. Nebraska. (the “Premises”), containing approximately **10,356** square
      feet of’ area as shown on Exhibit “A”, on the following terms and
      condition.





**TERM**





2.  This
      lease shall be for a term of **62
      months** ,
      beginning on the **first** day of **February,
      2004**  **and
      the work as hereinafter defined have been completed to Tenant’s reasonable
      satisfaction by January 31, 2004, subject to Landlord’s completion of punch list
      items described in Exhibit “C”,** and
      ending on the **28th** ****** day
      of **February,
      2009** ,
      unless
      terminated earlier as provided in this Lease.





If
      for
      any reason the Premises are delivered to Tenant on ****** any
      date
      before or after the term commencement date, rental for the period between the
      date of possession and the term commencement date shall be adjusted on a pro
      rata basis. Such earlier or later taking of possession shall not change the
      termination date of this Lease. This Lease shall not be void or voidable in
      the
      event of a late delivery by Landlord, nor shall Landlord be liable to Tenant
      for
      any resulting loss or damage.





**USE
      OF PREMISES**





3.  The
      Premises are leased to Tenant, and are to be used by Tenant, for the purpose
      of **office,
      service and warehouse incidental to Tenant’s business which is the selling,
      fulfilling and keying of specia1ized locking systems** and
      for
      no other purpose. Tenant **** agrees
      to
      use the Premises in such a manner as to not interfere with the rights of other
      tenants in the Real Estate, to comply with all applicable governmental laws,
      ordinances, and regulations in connection with its use of the Premises, to
      keep
      the Premises in a clean and sanitary condition, and to use all reasonable
      precaution to prevent waste, damage, or injury to the Premises.










**RENT**





4.(a)  **Base
      Rent.** The
      total
      Base Rent under this Lease is **Two
      Hundred**  **Sixty
      Nine Thousand, Two Hundred Fifty Six**  **and
      00/100** Dollars **($269,256.00)** .
      Tenant
      agrees to pay rent to Landlord at **10612
      Bondesson Circle, Omaha, NE 68122** ,
      or at
      any other place Landlord may designate in writing, in lawful money of the United
      States, in monthly installments in advance, on the first (lay of each month,
      in
      the following chart, which includes additional rental costs:





Amortization:


Amount
            $ 25,000.00Term-months
            62Interest
                rate
            8.00%Monthly
                Pmt
            ($493.61)Gabriel
                Technologies4538
                S. 140th Street
            **5-year
                term**Square
                footage
            
            10,356
            
            
            
            
            (Estimates)
            
            
            
            
            Total#
                Mo.
            Base
                PSF
            TI
                Amount PSF
            CAM
                PSF
            Total
                Rent PSF
            Monthly
            Base
                Rent Only2/1/04
                thru 3/31/04
            
            2
            $
            -
            $
            0.57
            $
            1.25
            $
            1.62
            $
            1,572.36
            
            $                        
                -4/1/04
                thru 3/31/06
            
            24
            $
            5.00
            $
            0.57
            $
            1.25
            $
            6.82
            $
            5,887.36
            
            $         
                103,560.004/1/06
                thru 3/31/08
            
            24
            $
            5.25
            $
            0.57
            $
            1.25
            $
            7.07
            $
            6,103.11
            
            $         
                108,738.004/1/08
                thru 3/31/09
            
            12
            $
            5.50
            $
            0.57
            $
            1.25
            $
            7.32
            $
            6,318.86
            
            $           
                56,958.00Totals
            
            62
            
            
            
            
            
            
            
            
            
            
            
            $         
                269,256.00





(b)  **Operating
      Expenses** .
      In
      addition to the Base Rent, Tenant shall pay a pro rata share of operating
      expenses of the real estate of which the Premises are part, parking areas,
      and
      grounds (“Real Estate”). “Operating expenses” shall mean all costs of’
maintaining and operating the Real Estate, including but not limited to all
      taxes and special assessments levied upon the Real Estate, fixtures, and
      personal property used by Landlord at. the Real Estate, all insurance costs,
      all
      costs of labor, material and supplies for maintenance, repair, replacement,
      and
      operation of the Real Estate, including but not limited to line painting,
      lighting, snow removal, landscaping, cleaning, depreciation of machinery and
      equipment used in such **** maintenance,
      repair and replacement, and management costs, including building
      superintendents. Operating Expenses shall not: include property additions and
      capital improvements to the real estate, alterations made for specific tenants,
      depreciation of the Real Estate, debt: service on long-term debt: or income
      taxes paid by Landlord.




“Tenant’s
      pro rata share” shall mean the percentage (determined by dividing the square
      feet of the Premises as shown in Paragraph 1, by the square feet of building
      area of the Real Estate, as defined by the American National Standard published
      by Building Owners and Managers Associations which at the date hereof is agreed
      to be 29,708 square feet.





Tenant’s
      pro rata share of the Operating Expenses shall be determined on an annual basis
      for each calendar year ending on December 31 and shall be pro rated for the
      number of months Tenant occupied the Premises if Tenant did not occupy the
      Premises the full year. Tenant shall pay **$1,078.75** Dollars
      per month, **including
      February and**  **March,
      2004, during the period of waived base rental,** on
      the
      first of each month in advance with rent for Tenant’s estimated pro **** rata
      share of the Operating Expenses, Landlord may change this amount at any time
      upon written notice to Tenant. At the end of each year, an analysis of the
      total
      year’s Operating Expenses shall be presented to Tenant and Tenant shall pay the
      amount, if any, by which the Tenant’s pro rata share of the Operating Expenses
      for the year exceeded the amount of the Operating Expenses paid by Tenant.
      Tenant shall pay any such excess charge to the Landlord within thirty (30)
      days
      after receiving the statement. In the event this Lease terminates at any time
      other than the last day of the year the excess Operating Expenses shall be
      determined as of the date of termination. Upon termination of this Lease, any
      overpayment of Operating Expenses by Tenant shall be applied to the amounts
      due
      Landlord from Tenant under this Lease and any remaining overpayment shall be
      refunded to Tenant. Tenant may have the right, to audit expenses.





(c)  **Payment**  **of
      Rent.** Tenant
      agrees to pay the Base Rent as and when due, together with Tenant’s share of the
      Operating Expenses and all other’ amounts required to be paid by Tenant under
      this Lease. In the event of nonpayment of any amounts due under this Lease,
      whether or not designated as rent, Landlord shall have all the rights and
      remedies provided in this Lease or by law for failure to pay rent.





(d)  **Late
      Charge** ***.*** If
      the
      Tenant fails to pay the Base Rent together with the Tenant’s share of the
      Operating Expenses and all other amounts required to be paid by Tenant under
      this Lease, on or before the third day after such payments are due, Tenant
      agrees to pay Landlord a late charge of **5%
      of the base rental amount** for each
      month the payment: is late.





(e)  **Security
      Deposit** .
      As
      partial consideration for the execution of the Lease, the Tenant has delivered
      to Landlord the sum of **$4,315.00** as
      a
      Security Deposit. The Security Deposit will be returned to Tenant at the
      expiration of this Lease if Tenant has fully complied with all covenants and
      conditions of **** this
      Lease.










**SERVICES**





5.  Tenant
      shall pay when due, all water, gas, electricity, sewer use fees, incurred at
      or
      chargeable to the Premises.





**ASSIGNMENT
      OR**  **SUBLEASE**





6.  Tenant
      shall not assign this Lease or sublet the whole or any part of the Premises,
      transfer this Lease by operation of law or otherwise, or permit any other person
      except agents and employees of Tenant to occupy the Premises, or any part
      thereof without the prior written consent of Landlord. Landlord may consider
      the
      following in determining whether to withhold consent: (a) financial
      responsibility of the new Tenant, (b) identity and business character of the
      new
      tenant, (c) nature and legality of the proposed use of the
      Premises.





Landlord
      shall have the right to assign its interest, under this Lease or the rent
      reserved hereunder.





**TENANT’S
      IMPROVEMENTS**





7.  Tenant
      shall have the right to place partitions and fixtures and make improvements
      or
      other alterations in the interior of the Premises at its own expense. Prior
      to
      commencing any such work, Tenant shall first obtain the written consent of
      Landlord for the proposed work. Landlord may, as a condition to its consent,
      require that the work be done by Landlord’s own employees and/or under
      Landlord’s supervision, but at the expense of ****** Tenant,
      and that Tenant give sufficient security that the Premises will be completed
      free and clear of liens and in a manner satisfactory to Landlord. Any new Tenant
      improvements done by Landlord will include a one year warranty for material
      and
      labor. Upon termination of this Lease, at Landlord’s option, Tenant will repair
      and restore the Premises to its former condition, at Tenant’s expense, or any
      such improvements, additions, or alterations installed or made by Tenant, except
      Tenant’s trade fixtures, shall become part of the Premises and the property of
      the Landlord. Tenant may remove its trade fixtures at the termination of this
      Lease provided Tenant is not then in default and provided further that Tenant
      repairs any damage caused by such removal.





**REPAIRS**





8.  Landlord
      agrees to maintain in good condition, and repair as necessary the foundations,
      exterior walls and the roof of the Premises.





Tenant
      agrees that it will make, at its own cost. and expense, all repairs and
      replacements to the Premises not required to be made by Landlord, including,
      but
      not limited to, all interior and exterior doors, door frames, windows, plate
      glass, and the heating, air conditioning, plumbing and electrical systems
      servicing the Premises. Tenant agrees to do all redecorating, remodeling,
      alteration, and painting required by it during the term of the Lease at its
      own
      cost **** and
      expense, to pay for any repairs to the Premises or the Real Estate made
      necessary by any negligence or carelessness of Tenant or any of its agents
      or
      employees or persons permitted on the Real Estate by Tenant, and to
      maintain **** the
      Premises in a safe, clean, neat, arid sanitary condition. Tenant shall be
      entitled to no compensation for inconvenience, injury, or loss of business
      arising ‘from the making of any repairs by Landlord, Tenant or other tenants to
      the Premises or the Real Estate.





**CONDITION
      OF PREMISES**





9.  Except
      as
      provided herein, Tenant agrees that no promises, representations, statements,
      or
      warranties have been made on behalf of Landlord to Tenant respecting the
      condition of the Premises, or the manner of operating the Real Estate, or the
      making of any repairs to the Premises. A walk thru will be made before taking
      possession of the Premises. Tenant will acknowledge that the Premises were
      in
      good and satisfactory condition when possession was taken, except for punch
      list
      items, which will be noted. Tenant shall, at the termination of this Lease,
      by
      lapse of time or otherwise, remove all of Tenant’s property and surrender the
      Premises to Landlord in as good condition as when Tenant took possession, normal
      wear excepted. Additionally, Landlord will construct or install in the Premises
      the improvements according to the work letter attached hereto, marked Exhibit
      “B” and “C”, and by this reference made a part hereof.





**PERSONAL
      PROPERTY AT RISK OF TENANT**





10.  All
      personal property in the Premises shall be at the risk of Tenant only. Landlord
      shall not be liable for any damage to any property of Tenant or its agents
      or
      employees in the Premises caused by steam, electricity sewage, gas or odors,
      or
      from water, rain, or snow which may leak into, issue or flow into the Premises
      from any part of the Real **** Estate,
      or from any other place, on for any damage done to Tenant’s property in moving
      same to or from the Real Estate or the Premises. Tenant shall give Landlord,
      or
      its agents, prompt written notice of any damage to or defects in water pipes,
      gas or warming or cooling apparatus in the Premises.










**LANDLORD’S
      RESERVED RIGHTS**





11.  Without
      notice to Tenant, without liability to Tenant for damage or injury to properly,
      person or **** business,
      and without effecting an eviction of Tenant or a disturbance of Tenant’s use or
      possession or giving rise to any claim for setoff or abatement of rent, Landlord
      shall have the right to:





(a)  Change
      the name or street address of the Real Estate.





(b)  Install
      and maintain signs on the Real Estate.





(c)  Have
      access to all mail chutes according to the rules of the United States Post
      Office Department.





(d)  At
      reasonable times, to decorate, and to make, at its own expense, repairs,
      alterations, additions, and improvements, structural or otherwise, in or to
      the
      Premises, the Real Estate, or part thereof, and any adjacent building, land,
      street or alley, and during such operations to take into and through the
      Premises or **** any
      part
      of the Real Estate all materials required, and to temporarily close or suspend
      operation of entrances, doors, corridors, elevators, or other facilities to
      do
      so; provided that Landlord shall not interfere with Tenant’s business
      operations.





(e)  Possess
      passkeys to the Premises for emergency access during non-normal business
      hours.





(f)  Show
      the
      Premises to prospective tenants at reasonable times, during the last six (6)
      months of the Lease.





(g)  Take
      any
      and all reasonable measures, including inspections or the making of repairs,
      alterations, and additions and improvements to the Premises or to the Real
      Estate, which Landlord deems necessary or’ desirable for the safety, protection,
      operation, or preservation of’ the Premises or the Real Estate.





(h)  Approve
      all sources furnishing signs, painting, and/on lettering to the Premises, and
      approve all signs on the Premises prior to installation thereof.


(i)  Landlord
      will warrant HVAC systems for the first 12 months of the initial lease
      term.





**INSURANCE**





12.  Tenant
      shall not use or occupy the Premises or any part thereof in any manner which
      could invalidate any policies of insurance now or hereafter placed on Real
      Estate or increase the risks covered by insurance on the Real Estate or
      necessitate additional insurance premiums or policies of insurance, even if
      such
      use may be in furtherance of Tenant’s business purposes. In the event any
      policies of insurance are invalidated by acts or omissions of Tenant, Landlord
      shall have the right to terminate this Lease or, at Landlord’s option, to charge
      Tenant for extra insurance premiums required on the Real Estate on account
      of
      the increased risk caused by Tenant’s use and occupancy of the Premises. Each
      party hereby waives all claims for recovery from the other for any loss or
      damage to any of its property insured under valid and collectible insurance
      policies to the extent of any recovery collectible under such policies.
      Provided, that this waiver shall apply only when permitted by the applicable
      policy of insurance.





**INDEMNITY**





13.  Tenant
      shall indemnify, hold harmless, and defend Landlord from and against, and
      Landlord shall not be liable to Tenant on account of, any and all costs,
      expenses, liabilities, losses, damages, suits, actions, fines, penalties,
      demands, or claims of any kind, including reasonable attorney’s fees, asserted
      by or on behalf of any person, entity, or governmental authority arising out
      of
      or in any way connected with either (a) a failure by Tenant to perform any
      of
      the agreements, terms, or conditions of this Lease required to be performed
      by
      Tenant; (b) a failure by Tenant to comply with any laws, statutes, ordinances,
      regulations, or orders of any governmental authority; or © any accident, death,
      or personal injury, or damage to, or loss or theft of property which shall
      occur
      on or about the Premises, or the Real Estate, except as the same may be the
      result of the negligence of Landlord, its employees, or agents.










**ENVIRONMENTAL
      REGULATIONS AND INDEMNIFICATION**





14.  Notwithstanding
      any other provision of this Lease, Tenant shall comply with all laws, statues,
      ordinances, rules, regulations or orders of any governmental authority,
      regarding any handling, transportation, storage, treatment or use of hazardous
      or toxic substances. Tenant, at its own cost arid expense, shall immediately
      repair any damage and restore the Premises and the Real Estate to its condition
      existing prior to any leak, spill, release, emission or disposal of hazardous
      or
      toxic substance, which tenant has caused or which is as a result of
      Tenant.





Tenant
      hereby agrees to defend, indemnify and hold harmless Landlord and its officers,
      employees and agents from all claims, costs, damages, demands, expenses, fines,
      judgments, liabilities and losses (including reasonable attorney’s fees,
      paralegal fees, expert, witness arid consultant fees, and other costs of
      defense) which arise during or after the term of this Lease from or in
      connection with the presence or suspected presence of toxic or hazardous
      substances in the soil, groundwater or soil vapor on or under the Premises
      or
      the Real Estate, or Tenants breach of this paragraph, provided the presence
      or
      suspected presence of such toxic or hazardous substances are present as a result
      of the negligence, wilful misconduct, acts or due to failure to take an action
      by the Tenant, its officers. employees or agents.





**LIABILITY
      INSURANCE**





15.  Tenant
      agrees to procure and maintain continuously during the entire term of this
      Lease, a policy or policies of insurance in a company or companies acceptable
      to
      Landlord, at Tenant’s own cost and expense, insuring Landlord and Tenant from
      all claims, demands or actions; such comprehensive insurance shall protect
      and
      name the Tenant as the Insured and Landlord as an additional insured and
      providing coverage of at least **$1,000,000.00** for
      injuries to any one person, **$2,000,000.00** for
      injuries to persons in any one accident and **$1,000,000.00** for
      damage to property, made by or on behalf of any person or persons, firm or
      corporation arising from, related to , or connected with the conduct: and
      operation of Tenant’s business in the Premises, or arising out of and connected
      with the use and occupancy of sidewalks and other Common Areas by the Tenant.
      All such insurance shall provide that Landlord shall be given a minimum often
      (10) days notice by the insurance company prior to cancellation, termination
      or
      change of such insurance. Tenant shall provide Landlord with certificates
      evidencing that such insurance is in full force and effect and stating the
      term
      and provisions thereof. If Tenant fails to comply with such requirements for
      insurance, Landlord may, but shall not be obligated to, obtain such insurance
      and keep the same in effect, and Tenant agrees to pay Landlord, upon demand,
      the
      premium cost thereof.





**DAMAGE
      BY FIRE OR OTHER CASUALTY**





16.  If,
      during the term of this Lease, the Premises shall be so damaged by fire or
      any
      other cause except Tenant’s negligence or intentional act so as to render the
      Premises untenantable, the rent shall be abated while the Premises remain
      untenantable; and in the event of such damage, Landlord shall elect whether
      to
      repair the Premises or to cancel this Lease, and shall notify Tenant in writing
      of its election with sixty (60) days after such damage. In the event Landlord
      elects to repair the Premises, the work or repair shall begin promptly and
      shall
      be carried on without unnecessary delay. In the event Landlord elects not to
      repair the Premises, the Lease shall be deemed canceled as of the date of the
      damage. Such damage shall not extend the Lease term.





**CONDEMNATION**





17.  If
      the
      whole or any part of the Premises shall be taken by public authority under
      the
      power of eminent domain, then the terms of this Lease shall cease on that
      portion of the Premises so taken, from the date of possession, and the rent
      shall be paid to that date, with a proportionate refund by Landlord to Tenant
      of
      such rent as may have been paid by Tenant in advance. If the portion of the
      Premises taken is such that it prevents the practical use of the Premises for
      Tenant’s purposes, then Tenant shall have the right either (a) to terminate this
      Lease by giving written notice of such termination to Landlord not later than
      thirty (30) days after the taking; or (b) to continue in possession of the
      remainder of the Premises, except that the rent shall be reduced in proportion
      to the area of the Premises taken. In the event of any taking or condemnation
      of
      the Premises, in whole or in part, the entire resulting award of damages shall
      be the exclusive property of Landlord, including all damages awarded as
      compensation for diminution in value to the leasehold, without any deduction
      for
      the value of any unexpired term of this Lease, or for any other estate or
      interest in the Premises now or hereafter vested in Tenant.










**DEFAULT
      OR BREACH**





18.  Each
      of
      the following events shall constitute a default or a breach of this Lease by
      Tenant:





(a)  If
      Tenant
      fails to pay Landlord any rent or other payments when due
      hereunder;





(b)  If
      Tenant
      vacates or abandons the Premises and does not continue to pay rent;





(c).  If
      Tenant
      files a petition in bankruptcy or insolvency or for reorganization under any
      bankruptcy act, or voluntarily takes advantage of any such act by answer or
      otherwise, or makes an assignment for the benefit of creditors;





(d)  If
      involuntary proceeding under any bankruptcy or insolvency act shall be
      instituted against Tenant, or if a receiver of trustee shall be appointed of
      all
      or substantially all of the property of Tenant, and such proceedings shall
      not
      be dismissed or the receivership or trusteeship vacated within thirty (30)
      days
      after the institution or appointment; or





(e)  If
      Tenant
      fails to perform or comply with any other term or condition of this Lease and
      if
      such nonperformance shall continue for a period of ten (10) days after notice
      thereof by Landlord to Tenant, time being of the essence.





**EFFECT
      OF DEFAULT**





19.  In
      the
      event of any default or breach hereunder, in addition to any other right or
      remedy available to Landlord, either at law or in equity, Landlord may exert
      any
      one or more of the following nights:





(a)  Landlord
      may re-enter the Premises immediately and remove the property and personnel
      of
      Tenant, and shall have the right, but not the obligation, to store such property
      in a public warehouse or at a place selected by Landlord, at the risk and
      expense of Tenant.





(b)  Landlord
      may retake the Premises and may terminate this Lease by giving written notice
      of
      termination to Tenant. Without such notice, Landlord’s retaking will not
      terminate the Lease. On termination, Landlord may recover from Tenant all
      damages proximately resulting from the breach, including the cost of recovering
      the Premises and the difference between the rent due for the balance of the
      Lease term, as though the Lease had not been terminated, and the reasonable
      rental value of the Premises, which sum shall be immediately due Landlord from
      Tenant.





(c).  Landlord
      may relet the Premises or any part thereof for any term without terminating
      this
      Lease, at such rent and on such terms as it may choose. Landlord may make
      alterations and repairs to the Premises. In addition to Tenant’s liability to
      Landlord for breach of this Lease, Tenant shall be liable for all expenses
      of
      the reletting, for any alterations and repairs made, and for the rent due for
      the balance of the Lease term, which sum shall be immediately due Landlord
      from
      Tenant. The amount due Landlord will be reduced by the net rent received by
      Landlord during the remaining term of this Lease from reletting the Premises
      or
      any part thereof. If during the remaining term of this Lease Landlord receives
      more than the amount due Landlord under this sub-paragraph, the Landlord shall
      pay such excess to Tenant, but only to the extent Tenant has actually made
      payment pursuant to this sub-paragraph.





**SURRENDER-HOLDING
      OVER**





20.  Tenant
      shall, upon termination of this Lease, whether by lapse of time or otherwise,
      peaceably and promptly surrender the Premises to Landlord. If Tenant remains
      in
      possession after the termination of this Lease, without a written lease duly
      executed by the parties, Tenant shall be deemed a trespasser. If Tenant pays,
      and Landlord accepts, rent for a period after termination of this Lease, Tenants
      shall be deemed to **** be
      occupying the Premises only as a tenant from month to month, subject to all
      the
      terms, conditions, and agreements of this Lease, except that the rent shall
      be 2
      times the monthly rent specified in the lease immediately before
      termination.










**SUBORDINATION
      AND ATTORNMENT**





21.  Landlord
      the right to place liens and encumbrances on the Premises superior in lien
      and
      effect to this Lease. This Lease and all rights of Tenant hereunder, shall,
      at
      the option of Landlord, be subject and subordinate to any liens and encumbrances
      now or hereafter imposed by Landlord upon the Premises or the Real Estate or
      any
      part thereof, and Tenant agrees to execute, acknowledge, and deliver to
      Landlord, upon request, any and all instruments that may be necessary or proper
      to subordinate this Lease and all rights herein to any such lien or encumbrance
      as may be required by Landlord.





In
      the
      event any proceedings are brought for the foreclosure of any mortgage on the
      Premises, Tenant will attorn to the purchaser as the foreclosure sale and
      recognize such purchaser as the Landlord under this Lease. The purchaser, by
      virtue of such foreclosure, shall be deemed to have assumed, as substitute
      Landlord, the terms and conditions of this Lease until the resale or other
      disposition of its interest. Such assumption, however, shall not be deemed
      an
      acknowledgement by the purchaser of the validity of any then existing claims
      of
      Tenant against the prior Landlord.





Tenant
      agrees to execute and deliver such further assurances and other documents,
      including a new lease upon the same terms and conditions contained herein,
      confirming the foregoing, as such purchaser may reasonably request. Tenant
      waives any right of election to terminate this Lease because of any such
      foreclosure proceedings.





**NOTICES**





22.  Any
      notice to given hereunder shall be given in writing and sent by registered
      or
      certified mail to Landlord at **M.D
      Properties, L.L.C.,**  **10612
      Bondesson Circle, Omaha, NE 68122** ** and
      to
      Tenant at. **4538
      S. 140** **th** **Street, Omaha, Nebraska 68137** or
      at
      such other address as either party may from time to time designate in writing.
      Each such notice shall be deemed to have been given at the time it shall be
      personally delivered to such address on three business days after being
      deposited in the United States mail in the manner prescribed
      herein,





**RULES
      AND REGULATIONS**





23.  Tenant
      and Tenant’s agents, employees and invitees shall fully comply with all rules
      and regulations of the Real Estate, as a amended from time to time, which are
      made a part of this Lease as if fully set forth herein.





(a)  The
      Landlord shall have the right to make such other and further reasonable rules
      and regulations as, in the judgment of the Landlord, may from time to time
      be
      needed for the safety, care and cleanliness and general appearance of the
      Premises and for the preservation of good order therein.





(b)  The
      entrance, corridors, passages and stairways shall be under the exclusive control
      of the Landlord and shall not be obstructed, or used by the Tenant for any
      other
      purpose from ingress and egress to and from the Premises; and the Landlord
      shall
      have the right to control ingress and egress to and from the Building at all
      times.





(c).  The
      Tenant, shall not place nor permit to be placed any signs, or building signs,
      advertisements or notices in or upon any part of the Building, and shall not
      place merchandise or show-cases in front of the Building, without the Landlord’s
      written consent.





(d)  The
      Tenant shall not put up nor operate any engine, boiler, dynamo, or machinery
      of
      any kind, nor carry on any mechanical business in said Premises nor place any
      explosive therein, nor use any kerosene or oils or burning fluids in the
      Premises without first obtaining the written consent of the
      Landlord.





(e)  If
      Tenant
      desires telegraphic or telephone connections, the Landlord will direct the
      electricians as to where and how the wires are to be introduced, and without
      such written directions no boring or cutting for wires will be
      permitted.





(f)  The
      Landlord shall have the right to elude or eject from the Building, animals
      of
      every kind, bicycles, or any other wheeled vehicle, and all canvassers and
      other
      persons who conduct themselves in such a manner as to be, in the judgment of
      the
      Landlord, an annoyance to the tenants or a detriment to the
      Building.





(g)  No
      additional locks shall be placed upon any doors of the Premises without first
      obtaining the written consent of the Landlord. Upon termination of this lease
      the Tenant shall surrender all keys of said Premises and of the Building, and
      shall give the Landlord the combination of all locks on any vaults and
      safes.










**NET
      LEASE**





24.  This
      is a
      net-net-net Lease and the parties agree and understand that Tenant shall pay
      Tenant’s proportionate share of the real estate taxes, special assessments,
      insurance and all other Operating Expenses as described in subparagraph 4.b
      of
      this Lease.





**MISCELLANEOUS**





25.(a)  **Binding
      on Assigns.** All
      terms, conditions, and agreements of this Lease shall be binding upon, apply,
      and inure to the benefit of the parties hereto and their respective heirs,
      representatives, successors, and assigns.





(b)  **Amendment
      in Writing.** This
      Lease contains the entire agreement between the parties and may be amended
      only
      be subsequent written agreement.





(c).  **Waiver-None.** The
      failure of Landlord to insist upon strict performance of any of the terms,
      conditions and agreements of this Lease shall not be deemed a waiver of any
      of
      its rights or remedies hereunder and shall not be deemed a waiver of any
      subsequent breach or default of any of such terms, conditions, and agreements.
      The doing of anything by Landlord which Landlord is not obligated to do
      hereunder shall not impose any future obligation on Landlord nor otherwise
      amend
      any provisions of this Lease.





(d)  **No
      Surrender.** No
      surrender of the Premises by Tenant shall be effected by Landlord’s acceptance
      of the keys to the Premises or of the rent due hereunder, or by any other means
      whatsoever, without Landlord’s written acknowledgement that such acceptance
      constitutes a surrender.





(e)  **Captions.** The
      captions of the various paragraphs in this Lease are for convenience only and
      do
      not define, limit, describe, or construe the contents of such
      paragraphs.





(f)  **Brokers.** The
      brokers involved in this transaction are, **CD
      Richard Ellis/Mega** ,
      who is
      acting as agent for the Landlord and **Grubb
      & Ellis/Pacific Rea1ty** who is
      acting as agent for the Tenant.





(g)  **Applicable
      Law.** This
      Lease shall be governed by and constructed in accordance with the laws of
      the **** State
      of
      Nebraska.





**OTHER
      PROVISIONS**





26.


A.
            Landlord
                to construct and pay for improvements to improve the space so that
                it will
                function as shown on the attached Exhibit
“B”.


B.
            In
                consideration for Landlord to perform tenant improvements as identified
                in****item
                A above, Tenant agrees to pay for the amortization of $25,000 of
                these
                improvements over 62 months at 8% interest rate with the first payment
                due
                on the lease commencement date of February 1, 2004 and as shown in
                the
                chart of paragraph 4.a.





C.
            HVAC
                units to be serviced within 30 days of lease commencement by Landlord
                with
                the exception of air-conditioning, which will be****performed
                no later than June 1, 2004.


D.
            Renewal
                Option: Should Tenant be in full****compliance
                with all terms and conditions of this lease,****Tenant
                is granted one 5-year renewal option period so long as****Tenant
                notifies Landlord of their intent to renew at least 120 days prior
                to the
                expiration date of this Lease. Notice not given by this time shall
                void
                this option. Base rental rate terms shall increase annually based
                off the
                rate of $5.50******paid
                in year 5 at the lower escalator of (a) 3% or (b) the CPI-U All Urban
                Index. This****index
                is located at the following web site:ftp://ftp.bls.gov/pub/special.requests/cpi/cpiai.txt.
                The index for February, 2004 shall be the
                base.


E.
            Signage:
                Signage is available on the tenant monument sign, glass door/window
                and on
                the****fascia,
                similar in location to the adjacent tenant, Mobil Communications.
                Landlord
                shall first approve all signage. F.
            Contingency:It
              is understood that this lease is subject to Landlord executing a lease
              termination with the existing Tenant, Champion Window Company, prior
              to
              Friday, January 9, 2004 at 4:00 p.m. If Landlord is unable to secure
              a
              satisfactory termination with Champion by this date, then this Lease
              shall
              become void.





Until
      this Lease is executed on behalf of all parties hereto, it shall be construed
      as
      an offer to lease of Tenant to Landlord.










IN
      WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
      first above written.






**M.D.
                  Properties, LLC**Landlord/s/
                  [Illegible Signature]
                Witness
              
              By
              /s/
                  Richard ValeWitness
              
              By
              /s/
                  [Illegible Signature]**Gabriel
                  Technologies, LLC**TenantWitness
              
              By
              /s/
                  Keith R. Feilmeier / PresidentWitness
              
              By


**PERSONAL** **GUARANTEE**





The
      undersigned hereby unconditionally guarantee unto the Landlord the minimum
      payments on the following schedule:





Guarantee
                  Schedule:2/1/04
                  thru 3/31/04
              $
                  75,000.004/1/04
                  thru 3/31/05
              $
                  60,000.004/1/05
                  thru 3/31/06
              $
                  45,000.004/1/06
                  thru 3/31/07
              $
                  30,000.004/1/07
                  thru 3/31/08
              $
                  15,000.004/1/08
                  thru 3/31/09
              $          -





Dated
      this 07 Day
      of January ,
      200 4.





By: /s/
      Keith
      R. Feilmeier


Keith
      R.
      Feilmeier


Name


20740 Timberland Drive


Street
      Address


Elkhorn NE      68022


City                     
      State       Zip







**EXHIBIT
      A**
















**EXHIBIT
      “B”**











**EXHIBIT
      “C” WORK LETTER**





At
      Landlord’s sole cost and expense, Landlord shall reconfigure space as shown on
      Exhibit “B”:





1.
            Construct
                four additional offices and conference room as shown on Exhibit “B”
                complete with carpet, paint, electrical, lighting and
                HVAC.





2.
            Assembly
                area in the warehouse, complete with power panel and air conditioning,
                and
                8’ roll up door as shown on Exhibit
“A”.





3.
            A
                partition wall in the existing conference
                room.





4.
            All
                electrical, HVAC and plumbing systems are in good working condition
                and
                shall be warranted by the Landlord for the first twelve (12) months
                of the
                initial lease term.





*5.*
            All
                warehouse floors to be broom swept.





6.
            All
                existing carpet to be professionally cleaned and repaired as
                needed.





7.
            All
                utilities to be separately metered.











**First
      Modification to Lease**





**By
      and Between**





**MD
      Properties, L.L.C., as Landlord**


**and**


**Gabriel
      Technologies, Inc., as Tenant**











Landlord
      and Tenant have entered into a lease agreement dated January 7, 2004 for
      approximately 10,356 square feet of office and warehouse space located at 4538
      South 140 th Street,
      Omaha, NE 68137.





It
      is
      agreed that Tenant and Landlord agree to the following modification to said
      lease:





1.
            Tenant
                agrees to lease an additional 7,697 square feet located at 4530 S.
                140thStreet, NE 68137 with all the terms and conditions of the original
                lease.





2.
            The
                term will expire on March 31, 2009.





3.
            The
                rates are as follows:


05/01/04
      - 03/31/05 prorated from occupancy @ $3.00/sf


04/01/05
      - 03/31/06  1
      year @
      $3.50/sf


04/01/06
      - 03/31/07 1
      year @
      $4.00/sf


04/01/07
      - 03/31/09  2
      year @
      $4.50/sf





4.
            CAM
                (Common Area Maintenance) will be charged to Tenant. Estimates based
                at
                $1.25/sf will be paid monthly with the lease payment. The monthly
                estimate
                would be $801.67.





5.
            Utilities
                are the responsibility of the
                Tenant.





6.
            Landlord
                will install an additional infrared heater and provide a 12’ x 12’ opening
                between the original and this lease
                space.





All
      other
      terms and conditions of the lease remain in full force and effect and
      unchanged.











Agreed
      and Accepted:








D
&
R
      Investments, L.L.C., as landlord





By: /s/
      Richard Vale





By: /s/
      [Illegible Signature]





Date: 5-6-2004





Gabriel
      Technologies, Inc., as Tenant





By:_________________________________





By:_________________________________





Date:_______________________________