GK INTELLIGENT SYSTEMS INC
EXHIBIT 10.20 INTERIM COMPENSATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exhibit1020.txt
<DESCRIPTION>EXHIBIT 10.20 INTERIM COMPENSATION AGREEMENT
<TEXT>
                         INTERIM COMPENSATION AGREEMENT

THIS AGREEMENT is entered into effective the 20th day of March, 2002, at
Houston, Texas, Between GK INTELLIGENT SYSTEMS, INC., a Delaware corporation
("Corporation" or "GKIS") and GARY F. KIMMONS ("KIMMONS").

WHEREAS, GKIS is in the business of providing artificial intelligence based
education, training and performance support and is based in Houston, Texas; and

WHEREAS, GKIS desires to compensate KIMMONS for his performance as dictated by
the terms and conditions of the Amended and Restated Employment Agreement dated
March 13, 1998 and its affiliated Addendum of same date signed by both parties;
and

WHEREAS, GKIS and KIMMONS desire for him to continue in his role as Chairman of
the Board of Directors, President and CEO of GKIS under the terms and conditions
of KIMMONS' existing employment agreement; and

WHEREAS, GKIS does not have the funds available to compensate KIMMONS, nor is it
anticipated that such funds shall become available during the 90-day period from
March 15, 2002 to June 15, 2002;

NOW, THEREFORE, in consideration of the premises, the parties agree as follows:

     1.   Compensation. GKIS agrees to issue KIMMONS six hundred thousand
          (600,000) shares of GK Intelligent Systems 144 restricted Common Stock
          as compensation-in-full in lieu of sixty thousand ($60,000) dollars
          salary as specified by the terms and conditions of the Amended and
          Restated Employment Agreement dated March 13, 1998 and its affiliated
          Addendum of same date between GKIS and Mr. Kimmons. The number of
          shares issued is determined using the following formula: 3 month (i.e.
          March 15, 2002 to June 15, 2002) employment period times $20,000/month
          salary times 10 shares for each dollar owed.

     2.   Additional Compensation. GKIS acknowledges that the issuance of the
          Common Stock does not constitute payment to KIMMONS for additional
          amounts which may be owed by GKIS under other terms of KIMMONS'
          employment agreement.

     3.   Rights Prior to Issue. KIMMONS shall have no rights as a stockholder
          with respect to the shares until such shares are issued.

     4.   Prior Agreements. Except as set out herein, this agreement supersedes
          and is in lieu of any and all prior or contemporaneous agreements,
          communications or understandings, whether written or unwritten, verbal
          or tacit, implied by prior dealings, between and among any of the
          parties, their predecessors or affiliates with respect to the matters
          set out herein and therein, respectively.

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     5.   Amendment in Writing. No amendment, modification or change to this
          agreement shall be binding unless in writing, signed by all the
          parties hereto.

     6.   Agreement Binding. This agreement shall inure to the benefit of and be
          binding upon the parties hereto and their respective heirs, legatees,
          administrators, executors, legal representatives, successors, assigns
          (including remote, as well as immediate, successors to and assignees
          of said parties).

     7.   Representations, Warranties and Agreements of KIMMONS. KIMMONS
          represents, warrants and agrees as follows:

          a.   No Registration. KIMMONS is aware that the Shares have not been
               registered nor is registration contemplated under the Securities
               Act of 1933, and accordingly, that the Shares must be held
               indefinitely unless they are subsequently registered under said
               Act or unless, in the opinion of counsel for the Corporation, a
               sale or transfer may be made without registration thereunder.
               KIMMONS agrees that any certificates evidencing the Shares may
               bear a legend restricting the transfer thereof consistent with
               the foregoing and that a notation may be made in the records of
               the Corporation restricting the transfer of the Shares in a
               manner consistent with the foregoing.

          b.   No Preemptive Rights. KIMMONS acknowledges and agrees that he has
               no preemptive rights with respect to the Shares to be conveyed
               hereunder.

     8.   Representations, Warranties and Agreements of GKIS. GKIS represents,
          warrants and agrees as follows:

          a.   Authority. GKIS is a corporation duly organized, validly
               existing, and in good standing under the laws of Delaware, with
               full corporate power and authority to carry on its business as it
               is now being conducted, to own or hold under lease the properties
               and assets it now owns or holds under lease, and to enter into
               and perform its obligations under this agreement. The execution
               and delivery of this agreement and the consummation of all the
               transactions contemplated thereby have been duly authorized by
               all necessary corporate action on behalf of GKIS. The persons
               signing on behalf of GKIS are duly authorized to do so and this
               agreement will be binding upon GKIS. GKIS is not subject to any
               lien or encumbrance of any kind nor is it subject to any
               agreement, instrument, order, or decree of any court or
               government body which would prevent consummation of the
               transaction contemplated by this agreement.

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          b.   No Suits Pending. There are no actions, suits, or proceedings
               pending, outstanding or threatened, against or affecting GKIS or
               any of the assets, properties or business of GKIS at law or in
               equity, or before or by any governmental authority, except as set
               out in its filings with the SEC or otherwise disclosed to
               KIMMONS.

          c.   No Violations of Laws. To the best of its knowledge, GKIS is not
               in default or violation under any law, ordinance or regulation,
               or with respect to any order, writ, injunction, decree, or demand
               of any court or any governmental authority, or in the payment of
               any indebtedness for borrowed money or under the terms or
               provisions of any agreement or instrument evidencing or securing
               any such indebtedness except as disclosed to KIMMONS.

          d.   Governmental Agencies. GKIS will comply with the requirements of
               all applicable laws, regulations, and requirements pertaining to
               GKIS.

          e.   Information Provided. To the best of its knowledge, all
               information provided by GKIS to KIMMONS was and is accurate in
               all material respects and did not or does not, to the best of
               GKIS' knowledge, omit any information necessary to make such
               information and documentation necessary.

          f.   Financial Statements. GKIS has delivered to KIMMONS its audited
               annual report for the fiscal year ended December 31, 1998, as set
               out in its Form 10K-SB, and its latest unaudited quarterly
               financial statements, as set out in its Form 10Q-SB. The
               financial statements present fairly the financial position and
               results of operations of GKIS prior to closing its doors on June
               11th, 1999.

          g.   Licenses and Permits. GKIS has all licenses, permits, approvals,
               consents, orders, rights and other authorizations necessary to
               enable it to conduct its business as currently conducted.

          h.   No Undisclosed Liabilities. Except as set out in its audited
               annual report or quarterly unaudited financial statements, and as
               otherwise disclosed to KIMMONS, GKIS has no liabilities or
               obligations.

          i.   No Conflict with Other Documents. Neither the execution and
               delivery of this agreement nor the carrying out of this
               transaction will result in any violation, termination or
               modification of, or be in conflict with GKIS' charter documents
               or bylaws, any contract or agreement to which GKIS is a party or
               is bound, or result in the creation of any lien or encumbrance
               upon any of the properties or assets of GKIS.

          j.   Status of Shares to be Issued. All issued Shares of capital stock
               of GKIS are, and upon issuance to KIMMONS in accordance with the
               terms of this agreement, the Shares will also be duly authorized,
               validly issued and fully-paid and non-assessable. The Shares to
               be issued by GKIS hereunder are, and will be when issued, free
               and clear of all encumbrances, except as set out in this
               agreement.

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     9.   Choice of Law. The parties agree that this agreement shall be governed
          by and interpreted in accordance with the laws of the State of Texas,
          excluding any principle or provision thereof that would require
          application of the laws of any other jurisdiction.

     10.  Arbitration. If the parties have any disagreement or dispute arising
          in connection with this agreement or the subject matter of this
          agreement that cannot be resolved amicably among the parties, such
          dispute shall, on the written request of either party, be submitted to
          arbitration, which will comply with and be governed by the provisions
          of the Texas Civil Practice and Remedies Code, Section 171.000, et
          seq., and the American Arbitration Association. Pursuant to Section
          171.026(a) of the Texas Civil Practice and Remedies Code, arbitration
          shall be conducted under the Commercial Arbitration Rules of the
          American Arbitration Association in existence at the time of
          arbitration. The cost and expenses, including attorney's fees and the
          fees of arbitrators, shall be borne by the losing party or in such
          proportion as the arbitrators shall determine.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
on the day and year set forth above.




                                             GK INTELLIGENT SYSTEMS, INC.


                                                  /S/ Gary F. Kimmons
                                           By:  ______________________________
                                                BOARD OF DIRECTORS

                                                  /S/ Dick Meador
                                           By:  ______________________________
                                                BOARD OF DIRECTORS

                                                  /S/ Kathryn Kimmons
                                           By:  ______________________________
                                                BOARD OF DIRECTORS

                                                  /S/ Lance Kimmons
                                           By:  ______________________________
                                                BOARD OF DIRECTORS

                                                  /S/ Rene H. Ethridge
                                           By:  ______________________________
                                                BOARD OF DIRECTORS



                                          GARY F. KIMMONS, INDIVIDUAL

                                                  /S/ Gary F. Kimmons
                                          -------------------------------
                                          GARY F. KIMMONS

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