0001019687-07-000524 Sample Contracts

CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • February 20th, 2007 • Gabriel Technologies Corp • Services-advertising

DESCRIPTION OF COLLATERAL. Existing collateral remains as described in the original promissory note in addition to other collateral that may secure this indebtedness, all the terms and conditions of which are hereby incorporated and made part of the Agreement.

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Gabriel Technologies Letterhead] January 10, 2007
Gabriel Technologies Corp • February 20th, 2007 • Services-advertising

This letter confirms that you have resigned from your employment with Gabriel Technologies Corporation (the “Company”) and its subsidiaries, and your positions as an officer of the Company or any of its subsidiaries, to be effective January 10, 2007 (the “Separation Date”). This letter sets forth our proposed agreement concerning your separation from the Company.

CONSULTING AGREEMENT
Consulting Agreement • February 20th, 2007 • Gabriel Technologies Corp • Services-advertising • Nebraska

This Consulting Agreement (this “Agreement’) is dated as of January 10, 2007, to be effective as of January 11, 2007 (the “Effective Date”), by and between GABRIEL TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), GABRIEL TECHNOLOGIES, LLC, a Nebraska limited liability company and a wholly-owned subsidiary of the Company (“Gabriel LLC”), and KEITH FEILMEIER, an individual (“Consultant”).

ASSIGNMENT OF INTELLECTUAL PROPERTY
Assignment of Intellectual Property • February 20th, 2007 • Gabriel Technologies Corp • Services-advertising • Nebraska

THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is entered into effective as of July 1, 2006 (the “Effective Date”), by and between ALLAN D. ANGUS, an individual (“Assignor”), on the one hand, and GABRIEL TECHNOLOGIIES CORPORATION, a Delaware corporation (“Assignee”), on the other hand.

SETTLEMENT AGREEMENT
Settlement Agreement • February 20th, 2007 • Gabriel Technologies Corp • Services-advertising • California

This Settlement Agreement (“Agreement”), dated as of December 30, 2006, relates to a potential resolution of outstanding issues between Elliott Broidy and Broidy Capital Management (collectively, “Broidy”) on the one hand and Gabriel Technologies, and its various officers, directors, subsidiaries and affiliates on the other hand (collectively, “Gabriel”), on the other

EMPLOYMENT AGREEMENT
Employment Agreement • February 20th, 2007 • Gabriel Technologies Corp • Services-advertising • Nebraska

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of July, 2006, by and between GABRIEL TECHNOLOGIES CORPORATION, a Delaware corporation, (“Company”), with its principal offices located at 4538 South 140th Street, Omaha, Nebraska 68137, and ALLAN D. ANGUS, residing at 6209 S. 184th Street, Omaha, NE 68135 (“Executive”). The Company and Executive are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

EXCHANGE AGREEMENT AND MUTUAL RELEASE
Exchange Agreement and Mutual Release • February 20th, 2007 • Gabriel Technologies Corp • Services-advertising • Nebraska

THIS EXCHANGE AGREEMENT AND MUTUAL RELEASE (the “Release”), dated as of December 30, 2006, is made and entered into by and between Gabriel Technologies Corporation (“Gabriel”), a Delaware corporation, and Resilent, LLC (“Resilent”), a Nebraska limited liability company.

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