NEBRASKA LEASING SERVICES, INC. DATE: MARCH 9, 2006Gabriel Technologies Corp • November 16th, 2006 • Services-advertising
NEBRASKA LEASING SERVICES, INC. (Lessor) hereby Leases to GABRIEL TECHNOLOGIES, INC. Lessee hereby leases from Lessor the following described personal property (description to include: year, make, model, serial number or other identification):
FINDER’S AGREEMENTFinder’s Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • California
This Finder’s Agreement (this “Agreement”) is made as of April 3, 2006 between Gabriel Technologies, Inc., a Delaware corporation (the “Company”), and Empire Financial Group, Inc., a Florida corporation (the “Finder”). The Finder and the Company agree:
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising
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”).
CONSULTING AGREEMENTConsulting Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
This Agreement is made and entered into this 6th day of December 2005, by and between Gabriel Technologies Corp, a Delaware corporation (the “Company”), and Daniel K. Leonard, an individual (the “Consultant”)
CONSULTING AGREEMENTConsulting Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of March 22, 2006 (the “Effective Date”), by and between Gabriel Technologies Corporation (“Gabriel”), a Delaware corporation, and Voyager Consulting LLC, a New York limited liability company (“Voyager”).
REPRESENTATION AGREEMENTRepresentation Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising
This document sets forth the essential terms of the Agreement between GABRIEL TECHNOLOGIES CORP. (GABRIEL) and JEFFERSON CONSULTING GROUP, LLC (JCG). The effective date of this Agreement shall be March 15, 2006, and will extend through March 14, 2007. At the completion of the first 90 days, GABRIEL and JCG will have the ability to end the Agreement with a 30-day written notification that the Agreement will be terminated. Thereafter, the contract will continue for successive years unless either party gives thirty (30) days written notice of its desire to terminate or modify the Agreement.
OFFICE BUILDING LEASEOffice Building Lease • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER OF GABRIEL TECHNOLOGIES CORPORATIONNon-Qualified Stock Option Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Delaware
Pursuant to the Plan, the Administering Body approved the issuance to the Optionee, effective as of the date set forth above, of a Non-qualified Stock Option to purchase up to an aggregate of 500,000 shares of common stock of the Corporation (the “Common Stock”), at the price of $1.00 per share (the “Option Price”), upon the terms and conditions hereinafter set forth. (Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Plan).
AMENDED AND RESTATED LICENSE AGREEMENT BY AND BETWEEN TRACE TECHNOLOGIES L.L.C. AND SNAPTRACK, INC.License Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • California
THIS AMENDED AND RESTATED LICENSE AGREEMENT, collectively referencing that certain prior license agreement entered as of August 20, 1999, and as amended, by and between STI and Locate Networks, Inc. (the “Agreement”) is made and entered into as of January 16, 2006 (the “Effective Date”) by and between SnapTrack, Inc. (“STI” or “SnapTrack”), a California corporation with its registered business office at 5775 Morehouse Drive, San Diego, California 92121, and Trace Technologies L.L.C., (“Trace”), a Nevada limited liability company with its principal place of business located at 4538 South 140th Street, Omaha, Nebraska 68137. STI and Trace may individually be referred to as a “party” and collectively as the “parties” in this Agreement. Except as is expressly and otherwise provided herein, this Agreement supersedes and replaces as of and after the Effective Date the prior License Agreement made and entered as of August 20, 1999, as amended, by and between STI and Trace Technologies L.L.C.,
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to the text length limitations.
LOGO] Hawk Associates, Inc.Gabriel Technologies Corp • November 16th, 2006 • Services-advertising • Florida
AGREEMENT made as of June 1, 2005 (the “Effective Date”) between Hawk Associates, Inc., a Florida investor relations firm having its place of business at 227 Atlantic BIvd, Key Largo, FL 33037 (hereinafter referred to as “Hawk”) and Gabriel Technologies Corp with an address at 4538 South 140th Street, Omaha, NE 68137 (herein after referred to as the “Company”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made as of January 19, 2006, by and between Gabriel Technologies Corporation., a Delaware corporation (the “Buyer”), and Resilent LLC, a Nebraska limited liability company (the “Company”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
THIS AGREEMENT, dated as of January 11, 2006, by and between Gabriel Technologies Corporation, a Delaware corporation with its principal offices at 4538 S. 140th Street Omaha, NE 68137 (“Gabriel”) and Mutual Protective Insurance Company, a Nebraska corporation, 1515 South 75th Street, Omaha, Nebraska 68124 (“MEDICO”).
March 22, 2005 Maurice Shanley Dear Mo,Gabriel Technologies Corp • November 16th, 2006 • Services-advertising • New York
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.
DEBT SETTLEMENT AGREEMENT AND RELEASEDebt Settlement Agreement and Release • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
THIS DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of the 19th day of July, 2006, by and between Nicholas A. Fegen (“Fegen”), and Gabriel Technologies Corporation, a Delaware corporation (the “Company”).
OFFICE LEASEOffice Lease • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising
THIS LEASE, made on the July 18, 2006, by and between Five Pilgrims, LLC, a Washington limited liability company, whose address is 12505 Bel-Red Road, Bellevue, Washington 98005, hereinafter referred to as “Lessor’, and Trace Technologies LLC (a Nevada Corporation), hereinafter referred to as “Lessee”.
PLAN OF EXCHANGEPlan of Exchange • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising
THIS PLAN OF EXCHANGE is made and entered into as of January 19, 2006 (this “Plan of Exchange”) by and between Gabriel Technologies Corporation, a Delaware corporation (the “Buyer”), and Resilent LLC, a Nebraska limited liability company (the “Company”). Buyer and the Company are collectively referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Delaware
THIS AGREEMENT is made active this 3lst day of January, 2006, by and between Gabriel Technologies Corporation, a Delaware corporation with its principal offices at 4538 S. 140th Street, Omaha, NE 68137 (“Gabriel”) and Barry Nussbaum, an individual residing at 2775 Via De La Valle, Suite 205, Del Mar, Ca. 92014 (“Consultant”).
CONSULTING AND INVESTMENT BANKING SERVICES AGREEMENTConsulting and Investment Banking Services Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
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.
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Nebraska
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of January, 2006 by and between Gabriel Technologies Corporation, a Delaware corporation, having its principal offices at 4538 S. 140th Street, Omaha, NE 68137 (hereinafter referred to as the “Company”), and Steven E. Campisi, an individual residing at 21050 Rawhide Road, Elkhorn, NE 68022 (hereinafter referred to as the “Executive”). This Agreement shall be effective as of January 19, 2006 (“Effective Date”).
GABRIEL TECHNOLOGIES CORP. CONVERTIBLE SENIOR PROMISSORY NOTE SUBSCRIPTION AGREEMENTConvertible Senior Promissory Note Subscription Agreement • November 16th, 2006 • Gabriel Technologies Corp • Services-advertising • Delaware
This Convertible Senior Promissory Note Subscription Agreement (“Agreement”) is entered into as of January 6, 2006 by and between Gabriel Technologies Corp., a Delaware Corporation and Trace Technologies LLC, a Nevada limited liability company, on the one hand and Broidy Capital Management and Elliott Broidy, an individual, on the other.
