Unassociated Document

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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):

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.


	Gabriel Technologies Corp.

	By:	/s/ Keith Feilmeier
		Keith Feilmeier, CEO/President