8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2008

GATEWAY INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	000-53265 (Commission File Number)	88-0375818 (I.R.S. Employer Identification No.)
2672 Dow Avenue Tustin, CA 92780 (Address of principal executive offices)  (zip code)
(714) 630-6253 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Definitive Agreement.

On December 8, 2008, three of our affiliate-shareholders, namely, Timothy D. Consalvi, our Chief Executive Officer and Director, Joseph Gledhill, an Executive Vice President, Director and 10% shareholder, and Lawrence A. Consalvi, a former officer and Director, and a 10% shareholder, entered into a Stock Purchase Agreement (the “Agreement”) with Money Line Capital, Inc., a California corporation (“MLCI”), under which MLCI agreed to purchase an aggregate of 11,850,000 shares of our common stock from these shareholders.  These shares represent approximately 43% of our outstanding common stock.  The transaction closed December 9, 2008.

Although we were not a party to the Agreement we did acknowledge certain representations and warranties in the Agreement, and we entered into several ancillary agreements as a result of the Agreement.  First, we terminated our employment agreement with Timothy D. Consalvi for serving as our Chief Executive Officer, paying him one of the two years of severance required under his employment agreement, and entered into a new employment agreement with Mr. Consalvi whereby he will be employed by us as the President of All American CNC Sales, Inc., one of our wholly-owned subsidiaries.  Second, we consolidated the amounts owed to Mr. Joseph Gledhill under previously issued promissory notes into one $650,000 principal amount promissory note.

Item 3.02                      Unregistered Sales of Equity Securities.

As noted above, under the Agreement, three of our affiliate-shareholders sold shares that represent approximately 43% of our outstanding voting rights to MLCI.  These three shareholders also issued irrevocable proxies to MLCI for an additional 1,130,000 shares, which equal approximately 4.1% of our outstanding common stock, granting MLCI the right to vote these shares.  These transactions triggered a requirement under our Fee Agreement with Steve Kasprisin, our Chief Financial Officer, Secretary and a Director, that requires us to issue Mr. Kasprisin 50,000 shares of our common stock upon a change in control.

Pursuant to the Fee Agreement, we issued Mr. Kasprisin 50,000 shares of our common stock on December 10, 2008.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Mr. Kasprisin is a sophisticated investor and familiar with our operations.

Item 5.01                      Changes in Control of Registrant.

As noted above, under the Agreement three of our affiliate-shareholders sold shares that represent approximately 43% of our outstanding common stock to MLCI.  These three shareholders also issued irrevocable proxies to MLCI for an additional 1,130,000 shares, granting MLCI the right to vote these shares, which equal approximately 4.1% of our outstanding common stock and voting rights.  Our common stock is our only outstanding voting securities.  Although these combined transactions do not equal a majority our common stock or voting rights, we believe MLCI, with its principals, own or control sufficient shares of our common stock to control a majority of our common stock.

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Item 5.02                       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Pursuant to the Agreement, Mr. Timothy D. Consalvi resigned from his position as our Chief Executive Officer.  Mr. Consalvi’s resignation was effective immediately.  We are not aware of any disagreements with Mr. Consalvi of the type required to be disclosed per Item 5.02(a) of this Form 8-K.

Mr. George Colin replaced Mr. Consalvi as our Chief Executive Officer.  Since 1994 Mr. Colin has been an independent consultant for numerous businesses regarding general business decisions and investment decisions.  From 1976 to 1994, Mr. Colin was the Chief Executive Officer and majority shareholder of Odyssey Systems.  In this role he managed all aspects of the business, which manufactured and supplied swimming pool equipment.  Mr. Colin also served as a lieutenant in the U.S. Navy.  Mr. Colin received NROTC officer training at Villanova University and obtained a BSCE in 1955.

ITEM 9.01                      Financial Statements and Exhibits

Exhibits

10.1	Stock Purchase Agreement by and between Money Line Capital, Inc., Timothy D. Consalvi, Kathryn Consalvi, Lawrence A. Consalvi, Lina Consalvi, and Joseph Gledhill, dated December 8, 2008
10.2	Employment Agreement with Timothy D. Consalvi dated December 8, 2008
10.3	Promissory Note issued to Joseph Gledhill dated December 8, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 12, 2008	Gateway International Holdings, Inc. a Nevada corporation
	/s/ George Colin
	By: George Colin
	Its:Chief Executive Officer

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EX-10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is entered into as of this 8th day of December, 2008 (this “Agreement”), by and between Money Line Capital, Inc., a California corporation, (“MLCI”), on the one hand, and the individuals listed on Exhibit A (the “Shareholders”), on the other hand.  Each of MLCI and the Shareholders may be referred to as a “Party” and collectively as the “Parties.”

WHEREAS, the Shareholders own the number of shares of Gateway International Holdings, Inc., a Nevada corporation (“Gateway”) indicated on Exhibit A, which constitutes a majority of the outstanding shares of Gateway common stock;

WHEREAS, Gateway is a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, is subject to the Exchange Act reporting requirements;

WHEREAS, in the future, Gateway intends to file an application with FINRA to become re-listed on The OTC Bulletin Board;

WHEREAS, MLCI desires to purchase from the Shareholders the number of shares of Gateway common stock indicated on Exhibit A (the “Shares”), which equals approximately 43% of the outstanding shares of common stock of Gateway;

WHEREAS, the Shareholders desire to sell the Shares to MLCI in exchange for the Purchase Price listed in Section 1.1, below;

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained in this Agreement, the Parties hereby agree as follows:

ARTICLE 1

SALE OF THE SHARES

Section 1.1       Sale of the Shares.  Subject to the terms and conditions set forth in this Agreement, the Shareholders agree to sell, transfer and assign to MLCI and MLCI agrees to purchase from the Shareholders, the Shares, for an aggregate purchase price of $2,211,750 (the “Purchase Price”).

Section 1.2        Payment of the Purchase Price.  The Purchase Price will be paid in three installments as follows:

Installment Amount	Due Date
$907,500	Closing Date
$135,000	December 15, 2008
$619,250	January 31, 2009
$550,000	March 31, 2009

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Section 1.3        Proceeds of the Purchase Price.  The Purchase Price will be paid to the Shareholders and will be divided among the Shareholders as set forth on Exhibit A.  The Shares will be put in the name of MLCI at Closing, and MLCI will have the right to vote the Shares for any matter that comes up before a vote of the common stockholders of Gateway, but the certificates representing the Shares in MLCI’s name will be held by The Lebrecht Group, APLC (the “Escrow Agent”), until such time as the Purchase Price has been paid in full to the Shareholders, as more fully set forth in that certain Escrow Agreement dated of even date herewith.

Section 1.4        Resignations of Shareholders.  As further consideration for the purchase of the Shares by MLCI, the Shareholders will terminate their current employment or independent contractor agreements with Gateway and will resign from all officer positions they hold with Gateway.  The Shareholders also agree to resign from their Board of Director positions, effective upon the appointment of new Directors by Gateway post-Closing.

Section 1.5        Employment Agreement.  As further consideration for selling the Shares, MLCI and Gateway agree that Gateway will enter into an employment agreement with Timothy D. Consalvi in the form attached hereto as Exhibit B immediately after the Closing (the “Employment Agreement”).

Section 1.6        Re-Listing on OTCBB.  As further consideration for selling the Shares, MLCI agrees to use its best efforts to have Gateway file an application with FINRA to become re-listed on The OTC Bulletin Board, and agrees to take all actions within its power so that Gateway gets re-listed on The OTC Bulletin Board as soon as possible, unless such re-listing becomes impossible due to regulatory issues with FINRA and/or the Securities Exchange Commission.

Section 1.7        Voting Proxies.  As further consideration for the purchase of the Shares by MLCI, the Shareholders agree that the shares of Gateway common stock they own after the Closing (the “Proxy Shares”) will be subject to the following additional restrictions:

(a)           At Closing, the Shareholders immediately and irrevocable grant to MLCI a proxy to vote the Proxy Shares in any way that MLCI deems fit.  The proxy granted hereunder shall not be cancellable and shall be irrevocable until such time as released in writing by MLCI.  The proxy shall be in the form attached hereto as Exhibit C.

(b)           The Shareholders further agree that they will not sell, assign, transfer, hypothecate, or otherwise transfer or encumber the Proxy Shares without first providing a written offer to MLCI to purchase the Proxy Shares at least ten (10) days prior to any Shareholder selling their Proxy Shares.  MLCI shall have three (3) business days to purchase the shares on the same terms as those offered by any third party.

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Section 1.8       Saputo/Frisco Lawsuit.  As further consideration for selling the Shares, MLCI agrees to indemnify and hold Gateway and the Shareholders harmless from any damages, including damages for liability, attorney’s fees, and court costs, if any, that Gateway and the Shareholders are ordered to pay to Plaintiffs as a result from that certain lawsuit entitled Onofrio Saputo and Christopher Frisco v. Gateway International Holdings, Inc., Lawrence Consalvi, Timothy Consalvi and Joe Gledhill, Court of the State of California, County of Orange, Case No. 30-2008-00110905, filed on August 21, 2008.

Section 1.9        Indemnification for Transaction.  As further consideration for selling the Shares, MLCI agrees to indemnify and hold Gateway and the Shareholders harmless from any damages, including damages for liability, attorney’s fees, and court costs, if any, that Gateway and the Shareholders are ordered to pay to any third-party plaintiffs (actions brought by individuals or entities that are not Parties to this Agreement) as a result of the stock purchase transaction evidenced by this Agreement.

ARTICLE 2

CLOSING AND DELIVERY

Section 2.1       Closing Date.  Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent parties (the “Closing Date”).  The Closing shall take place at the offices of the Shareholders set forth in Section 7.1 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the parties hereto.

Section 2.2        Delivery at Closing. At the Closing:

(a)           The Shareholders shall deliver to the Escrow Agent:

(1) the Shares, in the name of MLCI, subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever;

(b)           The Shareholders shall deliver to MLCI:

(1) executed copies of their resignations in the form attached hereto as Exhibit D; and

(2) executed copy of the Employment Agreement.

(c)           MLCI shall deliver to the Shareholders:

(1) the sum of $907,500, which is the first installment of the Purchase Price; and

(2) a fully executed copy of the MLCI Board of Directors resolution approving this Agreement and the transactions contemplated hereby.

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(d)           Gateway shall deliver to the Shareholders:

(1) a fully executed copy of the Gateway Board of Directors resolution approving the actions Gateway must take under this Agreement;

(2) executed copies of the Employment Agreement;

(3) and executed copy of the Gledhill Note; and

(4) a waiver or consent executed by Pacific Western Bank consenting to, or waiving its right to approve, the transactions contemplated by this Agreement, to the extent necessary under Gateway’s loan agreements with Pacific Western Bank dated September 29, 2008.  

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

The Shareholders represent and warrant to MLCI that as of the date hereof:

Section 3.1        Authorization; No Agreements.  The execution, delivery and performance by the Shareholders of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby are within the Shareholders’ powers.  The Shareholders have full legal capacity to execute and deliver this Agreement and perform its obligations hereunder.  This Agreement has been duly and validly executed and delivered by the Shareholders and is a legal, valid and binding obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms.  The execution, delivery and performance by the Shareholders of this Agreement do not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the Shareholders.  The Shareholders are not a party to any agreement, written or oral, creating rights in respect of any of the Shares on the part of any third party or relating to the voting of the Shares.  As of the Closing, there will not be any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any of the Shares, or any arrangements that require or permit any of the Shares to be voted by or at the discretion of anyone other than the lawful holder thereof, and there are no restrictions of any kind on the transfer of any of the Shares other than (a) restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws.

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Section 3.2        Capitalization.

(a)           The authorized capital stock of the Gateway consists of One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share, of which 27,611,956 shares will be issued and outstanding as of the Closing; and Ten Million (10,000,000) shares of preferred stock, none of which is issued or outstanding.  All of the outstanding shares of capital stock of Gateway have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. All of the issued and outstanding shares of capital stock of Gateway has been offered, issued and sold by Gateway in compliance with all applicable federal and state securities laws.  No securities of Gateway are entitled to preemptive or similar rights, and no person, natural or otherwise, has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated hereby.  Other than Gateway’s agreement with Stephen Kasprisin, as of the Closing there are no outstanding options, warrants, script, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of the common stock, or contracts, commitments, understandings or arrangements by which Gateway is or may become bound to issue additional shares of the common stock, or securities or rights convertible or exchangeable into shares of the common stock.  The sale of the Shares will not obligate Gateway to issue shares of common stock or other securities to any Person and shall not result in a right of any holder of Gateway securities to adjust the exercise, conversion, exchange or reset price under such securities.

(b)           There are no stockholder agreements, voting trusts or other agreements or understandings to which the Shareholders are a party or by which they are bound relating to the voting of any the Shares.

(c)           The Shares, when delivered in accordance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable and the Shares shall not be subject to any lien, charge, security interest or other encumbrance or preemptive or other similar right.

Section 3.3       Subsidiary.  “Subsidiary” or “Subsidiaries” means all corporations, trusts, partnerships, associations, joint ventures or other Persons, as defined below, of which a corporation or any other Subsidiary of such corporation owns not less than twenty percent (20%) of the voting securities or other equity or of which such corporation or any other Subsidiary of such corporation possesses, directly or indirectly, the power to direct or cause the direction of the management and policies, whether through ownership of voting shares, management contracts or otherwise.  “Person” means any individual, corporation, trust, association, partnership, proprietorship, joint venture or other entity.  As of the Closing, Gateway has three subsidiaries, All American CNC Sales, Inc., E.M. Tool Company, Inc., and Eran Engineering, Inc.  As of the Closing, Gateway owns 100% of the outstanding securities of such Subsidiaries.

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Section 3.4       Liabilities or Debts.  As of the Closing, Gateway does not have any material liabilities or debts, whether accrued, contingent or absolute, of the type required to be disclosed in Gateway’s financial statements under generally accepted accounting principles, other than those listed in Gateway’s periodic filings filed with the Securities and Exchange Commission.  Gateway has 85 employees.

Section 3.5        Litigation.  Except as listed in Gateway’s periodic Exchange Act filings filed with the Securities and Exchange Commission, there is no (a) action, suit, investigation, audit or proceeding pending against, or, to the best knowledge of the Shareholders, threatened or contemplated against or affecting, Gateway or any of its assets or properties before or by any court or arbitrator or any governmental body, agency or official or (b) injunction, outstanding judgment, restraining order, decree or other order of any nature to which Gateway is subject or to which the business, assets or property of Gateway is subject.  Gateway is not in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or any other government agency. The Securities and Exchange Commission (the “Commission”) has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Gateway under the Securities Exchange Act of 1934 (the “Exchange Act”) or the Securities Act, except as set forth in Gateway’s Exchange Act and Securities Act filings.

Section 3.6        Taxes.  (a) Gateway has (i) duly filed with the appropriate taxing authorities all tax returns required to be filed by or with respect to its business, including with respect to the Subsidiaries, and all such duly filed tax returns are true, correct and complete in all material respects in relation to any and all applicable taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs’ duties, tariffs, and similar charges, and (ii) paid in full or made adequate provisions for on its balance sheet (in accordance with generally accepted accounting principles) all taxes shown to be due on such tax returns.  There are no liens for taxes upon the assets of Gateway or any of its subsidiaries.  Gateway and its subsidiaries have not received any notice of audit, is not undergoing any audit of its tax returns, and has not received any notice of deficiency or assessment from any taxing authority with respect to liability for taxes which has not been fully paid or finally settled. There have been no waivers of statutes of limitations by Gateway with respect to any tax returns.  Gateway has not filed a request with the Internal Revenue Service for changes in accounting methods within the last three years which change would affect the accounting for tax purposes, directly or indirectly, of its business.  Gateway has not executed an extension or waiver of any statute of limitations on the assessment or collection of any taxes due (excluding such statutes that relate to years currently under examination by the Internal Revenue Service or other applicable taxing authorities) that is currently in effect.

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Section 3.7        No Brokers.  No brokerage or finder’s fees or commissions are or will be payable by the Shareholders to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement, and the Shareholders have not taken any action that would cause MLCI to be liable for any such fees or commissions.  The Shareholders agree that MLCI shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of any Person, for fees of the type contemplated by this Section and the Shareholders shall indemnify and hold MLCI harmless from any fees, costs or liabilities of any kind incurred by MLCI in connection therewith.

Section 3.8        Disclosure.  All disclosure provided to MLCI regarding Gateway, its business and the transactions contemplated hereby, furnished by or on behalf of Gateway with respect to the representations and warranties made herein, are true and correct in all material respects with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Section 3.9       No Disagreements with Accountants and Lawyers.  There are no disagreements of any kind presently existing, or reasonably anticipated by the Shareholders to arise, between the accountants and lawyers formerly or presently employed by Gateway and Gateway is current with respect to any fees owed to its accountants and lawyers.

Section 3.10      No Conflicts.  The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of Gateway’s Certificate of Incorporation, Bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, credit facility, debt or other instrument (evidencing a Gateway debt or otherwise) or other understanding to which Gateway is a party or by which any property or asset of Gateway is bound or affected; and (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Gateway is subject (including federal and state securities laws and regulations), or by which any property or asset of Gateway is bound or affected.

Section 3.11      Filings, Consents and Approvals.  Gateway is not required to obtain any consent, waiver, authorization or order of any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance of this Agreement.

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Section 3.12      Compliance.  Other than as set forth in Gateway’s Exchange Act and Securities Act filings, Gateway: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Gateway under), nor has Gateway received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body and (iii) is not and has not been in violation of any statute, rule or regulation of any governmental authority.

Section 3.13      Assets.  All Gateway leases for real or personal property are valid and effective in accordance with their respective terms (in each case, as against Gateway), and there is not under any of such leases, to the knowledge of the Shareholders, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default).

Section 3.14      Change of Control.  Other than this Agreement, the Shareholders and/or Gateway are not a party to an agreement for, or involved in any discussions concerning any transaction that would reasonably be expected to, result in any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 5% or more of the total voting power of the outstanding common stock.

Section 3.15      Notice of Developments.  The Shareholders shall promptly notify MLCI in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which would reasonably be expected to result in any breach of a representation or warranty or covenant of the Shareholders in this Agreement or which would reasonably be expected to have the effect of making any representation or warranty of the Shareholders in this Agreement untrue or incorrect in any respect.  Such notification shall not affect or otherwise limit MLCI’s right to enforce the terms of this Agreement hereto as they existed on the date hereof, without taking into account such notification.

ARTICLE 4

REPRESENTATIONS OF MLCI

MLCI represents and warrants to the Shareholders, as follows:

Section 4.1        Existence and Power.  MLCI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

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Section 4.2       Authorization; No Agreements.  The execution, delivery and performance by MLCI of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby are within MLCI’s powers.  MLCI has full legal capacity to execute and deliver this Agreement and perform its obligations hereunder.  This Agreement has been duly and validly executed and delivered by MLCI and is a legal, valid and binding obligation of MLCI, enforceable against MLCI in accordance with its terms.  The execution, delivery and performance by MLCI of this Agreement do not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect MLCI.

Section 4.3        Execution and Delivery.  The execution, delivery and performance by MLCI of this Agreement is within such MLCI’s powers and does not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect MLCI.

Section 4.4        Binding Effect.  This Agreement, when executed and delivered by MLCI shall be irrevocable and will constitute the legal, valid and binding obligation of MLCI enforceable against MLCI in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.5        Investment Purpose.  MLCI represents that it is purchasing the Shares for its own account, with the intention of holding the Shares, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state unless an exemption from registration is available under those laws.

Section 4.6        Investment Experience.  MLCI has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares.

Section 4.7       Further Limitations on Disposition.  MLCI further acknowledges that the Shares are restricted securities under Rule 144 of the Securities Act and that the Shares (and any securities issuable upon conversion) must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available, and, therefore, when transferred to MLCI will contain a restrictive legend substantially similar to the following:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, LICENSED TO PRACTICE LAW WITHIN THE UNITED STATES, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

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Section 4.8       No Public Market.  MLCI understands that no public market now exists for any of the securities issued by Gateway and that the Shareholders have made no assurances that a public market will ever exist for Gateway’s securities.

Section 4.9        Exchange Act Reporting Company.  MLCI understands that Gateway is a reporting company under the Exchange Act, and as such, has reporting obligations under the Exchange Act.  MLCI is aware of, and has read, Gateway’s Exchange Act filings, including its 10-Q for the period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 13, 2008.

Section 4.10      Notice of Developments.  MLCI shall promptly notify the Shareholders in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which would reasonably be expected to result in any breach of a representation or warranty or covenant of MLCI in this Agreement or which would reasonably be expected to have the effect of making any representation or warranty of MLCI in this Agreement untrue or incorrect in any respect.  Such notification shall not affect or otherwise limit the Shareholders’ right to enforce the terms of this Agreement hereto as they existed on the date hereof, without taking into account such notification.

ARTICLE 5

COVENANTS OF THE PARTIES

The parties hereto agree that:

Section 5.1        Notices of Certain Events.  In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify the other party hereto of:

(a)           any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement;

(b)           any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and

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(c)           any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3 or Section 4 (as the case may be) or that relate to the consummation of the transactions contemplated by this Agreement.

Section 5.2        Access to Information.  The Shareholders will provide MLCI with any relevant information related to Gateway that MLCI requests in writing, and subject to that certain Confidentiality Agreement between the Parties dated October 10, 2008.

Section 5.3        Reasonable Efforts.  Each Party agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the other parties in connection with the foregoing.  Each Party further agrees not to undertake any course of action inconsistent with the satisfaction of the conditions to Closing set forth herein, and to do all such acts and take all such measures as may be reasonable to comply, and be in compliance, with the representations, warranties, covenants and agreements contained in this Agreement.

Section 5.4        Cooperation.  In the event that any investigation, inquiry, lawsuit, administrative proceeding or any other proceeding is commenced with respect to Gateway, the Shareholders shall reasonably cooperate with and provide all applicable documents to MLCI immediately upon request of MLCI.

ARTICLE 6

CONDITIONS PRECEDENT

Section 6.1        Conditions of Obligations of MLCI.  The obligations of MLCI are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by MLCI:

(a)           Representations and Warranties.  Each of the representations and warranties of the Shareholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties speak as of an earlier date).

(b)            Company Minutes.  MLCI shall have received prior to the Closing Date executed copies of all minutes, consents, resolutions of Gateway (for meetings of or by stockholders and directors of Gateway).

(c)            Board of Directors Resolutions.  MLCI shall have received executed resolutions of the Board of Directors of Gateway approving the transactions contemplated herein, as applicable.

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(d)            Performance. The Shareholders shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

(e)            Filings.  The Shareholders shall have successfully filed Gateway’s quarterly report on Form 10-Q for the period ended September 30, 2008, and shall have received a “no further comments” letter from the Commission regarding Gateway’s annual report on Form 10-K for the year ended June 30, 2008.

Section 6.2        Conditions of Obligations of the Shareholders.  The obligations of the Shareholders to consummate the sale of the Shares are subject to the following conditions, any or all of which may be waived in whole or in part by the Shareholders:

(a)           Representations and Warranties.  Each of the representations and warranties of MLCI set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date.

(b)            Performance. MLCI shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it or him on or before the Closing.

(c)            Consent of Pacific Western Bank.  Pacific Western Bank shall have consented, in writing, to the transactions contemplated by this Agreement, to the extent necessary under Gateway’s loan agreements with Pacific Western Bank dated September 29, 2008, or Pacific Western Bank shall have waived its right to approve the transaction in writing.  

(d)            Guaranties.  If required by Pacific Western Bank, MLCI shall have provided signed personal guaranties, acceptable to Pacific Western Bank, sufficient to replace Timothy D. Consalvi and Joseph T. Gledhill as personal guarantors under Gateway’s loan agreements with Pacific Western Bank.

(e)            Gledhill Loan.  Gateway shall have entered into a new promissory note in favor of Joseph Gledhill in the principal amount of $650,000, with the terms set forth on Exhibit E (the “Gledhill Note”), and MLCI shall have entered into a personal guaranty guarantying Gateway’s obligations under the Gledhill Note, with the terms set forth on Exhibit F (the “Guaranty”).

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ARTICLE 7

MISCELLANEOUS

Section 7.1        Notices.  All notices, requests and other communications to any party hereunder shall be in writing and either delivered personally, faxed or sent by overnight courier to:

If to the Shareholders:      Timothy D. Consalvi & Kathryn Consalvi

c/o Gateway International Holdings, Inc.

2672 Dow Avenue

Tustin, CA  92780

Facsimile No.:  (714) 619-2339

Lawrence D. Consalvi & Lina R. Consalvi

c/o Gateway International Holdings, Inc.

2672 Dow Avenue

Tustin, CA  92780

Facsimile No.:  (714) 619-2339

Joseph Gledhill

c/o Gateway International Holdings, Inc.

2672 Dow Avenue

Tustin, CA  92780

Facsimile No.:  (714) 619-2339

If to MLCI:  Money Line Capital, Inc.

2183 Fairview Road, Suite 217

Costa Mesa, CA 92627

Attn:  Anthony L. Anish, __________

Facsimile No.: ________________

With a copy of

all notices to: The Lebrecht Group, APLC

9900 Research Drive

Irvine, CA  92618

Attn:  Craig V. Butler, Esq

Facsimile: (949) 635-1244

or such other address or fax number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date delivered personally or by overnight delivery service or confirmed facsimile transmission if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 7.2        Amendments; No Waivers.

(a)           Any provision of this Agreement with respect to transactions contemplated hereby may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Shareholders and MLCI; or in the case of a waiver, by the party against whom the waiver is to be effective.

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(b)           No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.3        Fees and Expenses.  Each of the Shareholders and MLCI shall bear their own costs and expenses incurred by them in connection with this Agreement.

Section 7.4        Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided, that MLCI shall have the right to assign this Agreement to an affiliate of MLCI and no other party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, but any such transfer or assignment will not relieve the appropriate Party of its obligations hereunder.

Section 7.5        Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law thereof.

Section 7.6       Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County of Orange, State of California, and each of the parties hereto consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Each party hereto (including its affiliates, agents, officers, directors and employees) irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 7.7        Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto has received counterparts hereof signed by all of the other parties.  No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies under this Agreement.

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Section 7.8       Entire Agreement.  This Agreement, along with the schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and merges all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 7.9        Captions.  The captions are included for convenience of reference only and shall be ignored in the construction or interpretation of this Agreement.

Section 7.10      Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any parties.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 7.11      Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the its terms and that the parties shall be entitled to specific performance of the terms of this Agreement in addition to any other remedy to which they are entitled at law or in equity.

Section 7.12      Survival.  The representations and warranties contained in this Agreement shall survive the Closing and delivery of the Shares.

Section 7.13      Representation.  The Parties acknowledge that The Lebrecht Group, APLC represents Gateway, in connection with the negotiation and drafting of this Agreement.  The Lebrecht Group, APLC has not represented either MLCI or the Shareholders in connection with the negotiation and drafting of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, each of the following individuals has caused this Agreement to be signed, and each Party that is not an individual has caused this Agreement to be duly executed under seal by its respective authorized officers, all as of the day and year first above written.

“MLCI”	“Shareholders”
Money Line Capital, Inc.,
a California corporation
/s/ Jitu Banker	/s/ Timothy D. Consalvi
By:           Jitu Banker	Timothy D. Consalvi, an individual
Its:           President
	/s/ Kathryn Consalvi
	Kathryn Consalvi, an individual
	/s/ Lawrence A. Consalvi
	Lawrence A. Consalvi, an individual
	/s/ Lina R. Consalvi
	Lina R. Consalvi, an individual
	/s/ Joseph T. Gledhill
	Joseph T. Gledhill, an individual

As acknowledgment and/or confirmation of Sections 1.7, 3.2 – 3.15,  only:

“Gateway”

Gateway International Holdings, Inc.,

a California corporation

/s/ Timothy D. Consalvi 

By:           Timothy D. Consalvi

Its:           Chief Executive Officer

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Exhibit A

The Shareholders

Shareholder	No. of Gateway Shares Owned (Pre-Transaction)		No. of Gateway Shares to be Purchased by MLCI		Proceeds of the Purchase Price (1)
Timothy & Kathryn Consalvi		1,500,000		1,350,000	$	270,000
Lawrence & Lina Consalvi		5,480,000		5,000,000	$	841,750
Joseph T. Gledhill		6,000,000		5,500,000	$	1,100,000
Total:		12,980,000		11,850,000	$	2,211,750

(1)  Purchase Price will be paid in four installments per Section 1.2.  Of the first installment ($907,500), Timothy D. Consalvi will receive $135,000, Lawrence A. Consalvi will receive $272,500, and Joseph T. Gledhill will receive $500,000.  Of the second installment ($135,000) Timothy D. Consalvi will receive all $135,000, Lawrence A. Consalvi will receive $0, and Joseph T. Gledhill will receive $0.  Of the third installment ($550,000), Lawrence A. Consalvi will receive $319,250 and Joseph T. Gledhill will receive $300,000. Of the fourth installment ($550,000), Timothy D. Consalvi will receive $0, Lawrence A. Consalvi will receive $250,000, and Joseph T. Gledhill will receive $300,000.

A-1

Exhibit B

Form Stock Power

B-1

Exhibit B

Employment Agreement

C-1

Exhibit C

Form of Proxy

C-1

Exhibit D

Form of Resignation

C-1

Exhibit E

Gledhill Note

C-1

Exhibit F

Guaranty

C-1

EX-10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated December 8, 2008 (the “Effective Date”), and is entered into by and between Gateway International Holdings, Inc., a Nevada corporation (“the Company”), and Timothy D. Consalvi, an individual (“Executive”).

RECITALS

            WHEREAS, Executive was previously employed as the Company’s Chief Executive Officer pursuant to an employment agreement dated February 1, 2007;

WHEREAS, this Agreement is meant to replace the previous employment agreement in full;

WHEREAS, the Company desires to employ Executive as President of its wholly-owned subsidiary, All American CNC Sales, Inc.; and

            WHEREAS, Executive wishes to accept employment by the Company as President of All American CNC Sales, Inc. (“All American”);

            NOW, THEREFORE, the Company and Executive hereby agree as follows:

AGREEMENT

1. EMPLOYMENT.

1.1.            General.  The Company hereby employs Executive in the capacity of President of All American commencing with the Effective Date (as defined below).  Executive hereby accepts such employment, upon the terms and subject to the conditions herein contained.

1.2.            Duties.  During Executive’s employment with the Company, Executive shall report directly to the Company’s Chief Executive Officer and/or its Board of Directors and shall be responsible for performing those duties for All American consistent with the position of President of a company and as may from time to tome be reasonably assigned to or requested of Executive by the Company’s Chief Executive Officer or its Board of Directors.  Executive shall use his reasonable efforts to perform faithfully and effectively such responsibilities.  Executive shall conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Company.

1.3.            Full-Time Position.  Executive, during his employment with the Company, shall devote all of his business time, attention and skills to the business and affairs of the Company.  Executive shall not, during the term of this Agreement, be engaged in any other business activity without the prior consent of the Company’s Board of Directors, provided, however, that this restriction shall not be construed as preventing Executive from investing his personal assets in passive investments in business entities which are not in competition with the Company or its affiliates.

1.4.            Representations of Executive.  To induce the Company to enter into this Agreement, Executive represents and warrants to the Company that as of the Effective Date: (a) Executive will not be a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity; (b) Executive will not be subject to restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive’s right or ability to: (i) enter the employ of the Company, or (ii) perform fully his duties and obligations pursuant to this Agreement; and (c) to the best of Executive’s knowledge no material litigation is pending or threatened against Executive or any business or business entity owned or controlled by Executive, except as set forth in the Company’s periodic filings with the Securities and Exchange Commission.

1.5.            Location of Employment.  Executive’s principal place of employment during his employment with the Company shall be in Orange County, California.

2. TERM AND RENEWAL.

The term of this Agreement shall commence on the Effective Date.  The initial term of this Agreement (the “Initial Term”) shall be for a period commencing on the Effective Date and shall continue for a period of one (1) year thereafter, unless sooner terminated as provided in Section 4.1.  Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either party shall have given written notice to the other party not less than 90 days prior to the expiration of the Initial Term or any successive term of its intent not to renew this Agreement (the “Initial Term,” together with any subsequent employment period or periods, being referred to herein as the “Term”).

3. COMPENSATION AND BENEFITS.

3.1.            Salary.  The Company shall pay to Executive, the Executive shall accept, as full compensation for any and all services rendered and to be rendered by him to the Company and All American in all capacities during the Term of his employment under this Agreement (including the continued performance of his obligations under Section 5), a base salary at the annual rate of $200,000 (“Base Salary”), payable in biweekly installments of $7,692.30.

3.2.            Employee Benefits.  Executive shall be entitled to participate in tax-qualified and nonqualified deferred compensation and retirement plans, group term life insurance plans, short-term and long-term disability plans, employee benefit plans, practices, and programs maintained by the Company and made available to similarly situated executives generally, and as may be in effect from time to time.

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3.3.            Vacation.  Executive shall be entitled to paid vacation of three (3) weeks annually, with such vacation to be scheduled and taken in accordance with the Company’s standard vacation policies.

3.4.            Business Expenses.  The Company shall reimburse Executive for any and all necessary, customary and usual business expenses, properly receipted in accordance with the Company’s policies reasonably incurred by Executive on behalf of the Company.  The Company shall provide Executive with an appropriate automobile, shall pay all gasoline, maintenance and repair costs, and shall replace the automobile with a new model not less often than every two years.

3.5.            Withholding.  All compensation shall be subject to customary withholding tax and other employment taxes as are required with respect to compensation paid by a corporation to an employee.

3.6.            Bonuses and Stock Participation.  Executive shall be entitled to participate in any executive and director bonuses and stock participation or option plans which may be adopted by the Company from time to time as shall be determined by the Board of Directors of the Company.

3.7.            Medical Benefits.  Executive will be covered without cost in the healthcare plans maintained by the Company in which its executives participate.  The Company currently has a health maintenance organization (“HMO”) and a preferred provider plan (“PPO”). Executive’s family may be included on a contributory basis in the Company’s HMO and PPO plans, and Executive and his family may be included on a contributory basis in any other medical plans, including dental and visual, which the Company may maintain at any time.

4. TERMINATION OF EMPLOYMENT.

4.1.            Events of Termination.  Executive’s employment with the Company shall terminate upon the occurrence of any one or more of the following events:

4.2.            Death.  In the event of Executive’s death, Executive’s employment shall terminate on the date of death.

  4.2.1.    Disability.  In the event of Executive’s Disability (as hereinafter defined), the Company shall have the option to terminate Executive’s employment by giving a notice of termination to Executive.  The notice of termination shall specify the date of termination, which date shall not be earlier than thirty (30) days after the notice of termination is given.  For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation, and which continues for more than 120 consecutive days or more than 180 days out of 365 consecutive days.  The Board of Directors shall have the right, in good faith, to make the determination of Disability under this Agreement based upon information supplied by Executive and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers.

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4.2.2.        Termination by the Company for Cause.  The Company may, at its option, terminate Executive’s employment for Cause (as hereinafter defined), based on objective factors determined in good faith by a majority of the Board of Directors, by giving a notice of termination to Executive specifying the reasons for termination and, if Executive shall fail to cure such reasons within ten (10) days of receiving the notice of termination, his Employment shall terminate at the end of such 10-day period, provided that in the event the Board of Directors in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then such cure period shall not apply and Executive’s employment shall terminate on the date of Executive’s receipt of the notice of termination.  “Cause” shall mean (a) Executive’s conviction of, guilty or “no contest” plea to, or confession of guilt of a felony, or (b) a willful act by Executive which constitutes gross misconduct and which is materially injurious to the Company, including, but not limited to, theft, fraud or other illegal conduct.

4.2.3.        Termination by Executive for Good Reason.  Executive may terminate Executive’s employment at any time for Good Reason.  As used herein, “Good Reason” shall mean either (a) the failure of the Company to observe or comply with any of the material terms or provisions of this Agreement after written notice from Executive to the Company specifying the grounds for termination and the Company fails within ten (10) days after receipt of such notice to cure such failure, (b) any actions taken by the Company which prevent Executive from carrying out his duties as President after written notice from Executive to Company specifying the grounds for termination and the Company fails within ten (10) days after receipt of such notice to cure such actions, or (c) a “Change of Control” (as defined in Exhibit A hereto) pursuant to which Executive is not retained by the Company (or other surviving or successor entity following such Change of Control) on substantially the same terms as provided herein.

4.2.4.        Termination by Executive without Good Reason.  Executive may terminate Executive’s employment for any reason whatsoever by giving written notice of termination to the Company.  Executive’s employment shall terminate on the earlier of (a) the date, following the date of the notice of termination, upon which a suitable replacement for Executive is found by the Company or (b) thirty (30) days after the date of receipt by the Company of the notice of termination.

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4.3.            Certain Obligations of the Company Following Termination of Executive’s Employment.   Following the termination of Executive’s employment under the circumstances described below, the Company shall pay to Executive the following compensation and provide the following benefits:

4.3.1.        Obligations following Death.  In the event that Executive’s employment is terminated by reason of Executive’s death, Executive’s estate shall be entitled to the following payments:

(a) Base Salary through the date Executive’s employment is terminated;

(b) Any additional compensation prorated to the date of death of Executive; and

(c) The Company shall pay to Executive’s estate the amounts, and shall provide all benefits generally available under the employee benefit plans, policies and practices of the Company, determined in accordance with the applicable terms and provisions of such plans, policies and practices in each case, as accrued to the date of termination or otherwise payable as a consequence of Executive’s death.

4.3.2.        Obligations following Disability.  In the event that Executive’s employment is terminated by reason of Executive’s Disability, Executive shall be entitled to the following payments:

(a) Base Salary through the date Executive’s employment is terminated;

(b) Any additional compensation, prorated to the date of Executive’s termination due to Executive’s disability; and

(c) The Company shall pay to Executive the amounts and shall provide all benefits generally available under the employee benefit plans, policies and practices of the Company, determined in accordance with the applicable terms and provisions of such plans, policies and practices in each case, as accrued to the date of termination or otherwise payable as a consequence of Executive’s disability.

4.3.3.        Obligations following Termination by Executive without Stated Reason or by the Company for Cause.  In the event Executive’s employment is terminated by Executive pursuant to Section 4.1.5 hereof (“Termination by Executive without Stated Reason”) or by the Company pursuant to Section 4.1.3 hereof (“Termination by the Company for Cause”), Executive shall be entitled to no further compensation or other benefits under this Agreement except as to that portion of any unpaid Base Salary and other benefits accrued and earned by him hereunder, up to and including the effective date of such termination.

4.3.4.        Obligations following Termination by the Company without Cause or by Executive for Good Reason.  In the event this Agreement is terminated by the Company by notice given pursuant to Section 2 hereof (“Term and Renewal”), or terminated by the Company during a Term without Cause, or is terminated by Executive for Good Reason pursuant to Section 4.1.4 hereof (“Termination by Executive for Good Reason”), the Company shall pay to Executive in a lump sum at termination an amount equal to 75% of his then current Base Salary (which shall include any increases in the Base Salary of the Initial Term) and provide the medical benefits set forth in Section 3.7 hereof during the period commencing on the termination date and ending nine (9) months thereafter.  In the event of termination prior to year-end, Executive shall be entitled to (i) payment of any bonuses payable for such year pro rated to the effective date of termination and (ii) any stock options which have been granted to Executive but have not vested as of the termination date.

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4.4.            Nature of Payments.  All amounts to be paid by the Company to Executive pursuant to this Section 4 are considered by the parties to be severance payments.  In the event such payments are treated as damages, it is expressly acknowledged by the parties that damages to Executive for termination of employment would be difficult to ascertain and the above amounts are reasonable estimates thereof.

4.5.            Duties Upon Termination.  Upon termination of Executive’s employment with the Company pursuant to Sections 4.1.1 through 4.1.5 hereof or upon expiration of the Term, Executive shall be released from any duties and obligations hereunder (except those duties and obligations set forth in Section 5).

5. RESTRICTIVE COVENANTS.

5.1.            Acknowledgment.  Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company’s business, and that of its subsidiaries, (ii) his work for the Company and its subsidiaries has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and those of its subsidiaries, and (iii) the agreements and covenants contained in this Section 5 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants.  Accordingly, Executive covenants and agrees as follows:

5.1.1.        Noncompetition.  Except as otherwise provided for in this Agreement, during the Term of this Agreement and for a period of twelve (12) months following the termination of this Agreement (the “Termination Period”), Executive shall not, directly or indirectly, compete with respect to any services or products of the Company which are either offered or are being developed by the Company, or, without limiting the generality of the foregoing, be or become, or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, executive, principal, agent, creditor, trustee, consultant, co-venturer or otherwise) with any individual, corporation, firm association, partnership, joint venture or other business entity, which competes with respect to any services or products of the Company which are either offered or are being developed by the Company, provided, however, that Executive may own, solely as an investment, not more than one percent (1%) of any class of securities of any publicly held corporation in competition with the Company whose securities are traded on any national securities exchange in the United States of America.

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5.1.2.        Nonsolicitation.  During the Term of this Agreement and during the Termination Period, Executive shall not, directly or indirectly, (i) induce or attempt to influence any employee of the Company to leave its employ, (ii) aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the twelve (12) month period preceding such requested aid, or (iii) induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of such period to transact business with a competitor of the Company.

5.1.3.        Nondisclosure.  During the Term of this Agreement, the Termination Period, if applicable, and thereafter, Executive shall not disclose to anyone, other than in the performance of his duties, any information about the affairs of the Company, including, without limitation, trade secrets, trade “know-how”, inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall Executive make use of any such information for his own benefit.  Any technique method, process or technology used by the Company shall be considered a “trade secret” for the purposes of this Agreement.

5.1.4.        Confidentiality.  Executive hereby agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by him or by the Company are the property of the Company and shall not be used by him in any way adverse to the Company’s interests.  Executive shall not deliver, reproduce or in any way allow such documents or things to be delivered or used by any third party without specific direction or consent of the Board of Directors of the Company.  Executive hereby assigns to the Company any rights that he may have in any such trade secret or proprietary information.

5.1.5.        Limitations on Restrictive Covenants.  Executive is leaving his post as Chief Executive Officer of Gateway International Holdings, Inc., and Chief Executive Officer of Eran Engineering, and Chief Executive Officer of All American CNC Sales, Inc., and Chief Executive Officer of EM Tool Co, Inc.  The Company agrees that if Executive becomes Chief Executive Officer of All American after termination of this Agreement the restrictive covenants provided for by Sections 5.1 will not be interpreted or applied in any way that will interfere with the customary and regular duties of Executive as the Chief Executive Officer of All American.

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5.2.            Remedies for Breach.  If Executive breaches, or threatens to commit a breach of Section 5.1, the Company shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.

5.2.1.        Payments.  Executive shall account for and pay over to the Company all compensation, profits, and other benefits, after taxes, which inure to Executive’s benefit which are derived or received by Executive or any person or business entity controlled by Executive resulting from any action or transactions constituting a breach of any of the Restrictive Covenants.

5.2.2.        Injunctive Relief.  Notwithstanding the provisions of subsection 5.2.1 above, Executive acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of Section 5, the Company shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity.

5.3.            Jurisdiction.  The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants.  In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

6. MISCELLANEOUS PROVISIONS.

6.1.            Severability.  If in any jurisdiction any term or provision hereof is determined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

6.2.            Execution in Counterparts.  This Agreement may be executed in on or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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6.3.            Notices.  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed duly given when delivered by hand, or when delivered via overnight mail or via facsimile (with written confirmation of receipt) as follows:

If to Executive: Timothy D. Consalvi

2642 East Denise Avenue

Orange, CA 92867

Facsimile No. ________________

If to the Company:  Gateway International Holdings, Inc.

3840 East Eagle Drive

Anaheim, CA 92807

Attn. Chief Executive Officer

Facsimile No. _________________

with a copy to: The Lebrecht Group, APLC

9900 Research Dr.

Irvine, CA  92618

Attn.  Craig V. Butler, Esq.

Facsimile No. (949) 635-1244

Or to such other address as a party hereto shall have designated by like notice to the other party hereto.

6.4.            Amendment.  No provision of this Agreement may be modified, amended, waived or discharged in any manner except by a written instrument executed by the Company and Executive.

6.5.            Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties hereto, oral or written, with respect to the subject matter hereof.

6.6.            Applicable Law/Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to employment contracts made and to be wholly performed therein without regard to its conflicts or choice of law provisions.  Any dispute under this Agreement shall be under the jurisdiction of the federal and state courts having jurisdiction over Orange County, California.

6.7.            Headings.  The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

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6.8.            Binding Effect: Successors and Assigns.  Executive may not delegate his duties or assign his rights hereunder.  This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

6.9.            Waiver.  The failure of either of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of either of the parties hereto to thereafter enforce each and every provision of this Agreement.  No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

6.10.           Representations and Warranties.  Executive and the Company hereby represent and warrant to the other that: (a) Executive has full power, authority and capacity to execute and deliver this Agreement and to perform Executive’s obligations hereunder, (b) such execution, delivery and performance will not (and with the giving of notice or lapse of time or both would not) result in the breach of any agreements or other obligations to which Executive is a party or Executive is otherwise bound and (c) this Agreement is Executive’s valid and binding obligation in accordance with its terms.

6.11.           Enforcement.  Except as otherwise provided herein, if any party institutes legal action or other dispute resolution proceedings to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be awarded reasonable attorneys’ fees at all levels of the proceeding, and the expenses and costs incurred by such prevailing party in connection therewith.

6.12.           Arbitration.  The parties agree to arbitrate any disputes arising under this Agreement (except for requests for injunctive relief) through the commercial rules of the American Arbitration Association in the County of Orange, California, or such other place that is mutually agreed upon by the parties.  Further, the parties hereby waive any objection based on personal jurisdiction, venue or forum nonconveniens in any arbitration or action brought under this Agreement.  The decision and award rendered by the arbitrators shall be final and binding.  Judgment upon the award may be entered in any court having jurisdiction thereof.

6.13.           Continuing Effect.  Where the context of this Agreement requires, the respective rights and obligations of the parties shall survive any termination or expiration of the term of this Agreement.

6.14.           Construction.  Both parties have cooperated in the drafting and preparation of this Agreement.  Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.

6.15.           Expenses.  Each party to this Agreement agrees to bear his or its own expenses in connection with the negotiation and execution of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

Gateway International Holdings, Inc.,	Timothy D. Consalvi,
a Nevada corporation	an individual
/s/ George Colin	/s/ Timothy D. Consalvi
By:           George Colin	Timothy D. Consalvi
Its:           Chief Executive Officer

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Exhibit A to Employment Agreement between

Gateway Holdings International, Inc. and Timothy D. Consalvi

As used in the Agreement, the phrase “Change in Control” shall mean:

(a) Except as provided by subparagraph (b) hereof, the acquisition by any person, entity or “group”, within the meaning of Section 13(d) (3) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of beneficial ownership (within the meaning of Rule 13d-3) promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company, or

(b) Approval by the Board of a reorganization, merger or consolidation of the Company with any other person, entity or corporation, other than:

(i) a merger or consolidation which would result in the voting securities of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the securities entitled to vote generally in the election of directors of the Company or such other entity outstanding immediately after such merger or consolidation; or

(ii) a merger or consolidation effected to implement a recapitalization of the Company or similar transaction in which no person, entity or group acquires beneficial ownership of 50% or more of the combined voting power of the securities entitled to vote generally in the election of directors of the Company outstanding immediately after such merger or consolidation; or

(iii) Approval by the Board of a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets (other than a liquidation or sale pursuant to which all or substantially all of the Company’s assets continue to be owned by an affiliate of the Company).

EX-10.3

PROMISSORY NOTE

$650,000	December 8, 2008
	Tustin, CA

For value received, Gateway International Holdings, Inc., a Nevada corporation (the “Company”), promises to pay to Joseph Gledhill and/or Joyce Gledhill, individuals, or his/her assigns (Joseph Gledhill and Joyce Gledhill are referred to herein as the “Holder”) the principal sum of Six Hundred Fifty Thousand Dollars ($650,000) (the “Principal Amount”).  The principal hereof and any unpaid accrued interest thereon shall be due and payable in accordance with Section 2, below, but in no event later than 5:00 p.m., Pacific Standard Time, on May 31, 2009 (the “Maturity Date”).  Payment of all amounts due hereunder shall be made at the address of the Holders provided for in Section 8 hereof.  If payments are timely made in accordance with Section 2, below, no interest shall accrue.  For any late or missed payments interest shall accrue on the outstanding principal amount at the rate of eight percent (8%) per annum, compounded annually based on a 365-day year.  Interest shall commence with the first missed or late payment and shall continue on the outstanding principal until paid in full.

1.           HISTORY OF THE NOTE.  This Note is being delivered to Holder in full satisfaction of monies loaned to the Company pursuant to that certain promissory note issued by the Company to Holder dated January 26, 2007, and amended on May 5, 2008 and August 5, 2008, a copy of which is attached hereto as Exhibit A (the “Original Gledhill Note”).  Upon payment in full of this Note, in accordance with its terms, no amounts shall remain owing under this Note or the Original Gledhill Note.

2.           PAYMENT SCHEDULE.  The amounts due under this Note are payable as follows:  (i) $200,000 by January 31, 2009; (ii) $100,000 by February 28, 2009; (iii) $100,000 by March 31, 2009; (iv) $100,000 by April 30, 2009; and (v) $150,000 by May 31, 2009.

3.           PREPAYMENT.  The Company may, at its option, at any time and from time to time, prepay all or any part of the principal balance of this Note, without penalty or premium, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment.

4.           TRANSFERABILITY.  This Note shall not be transferred, pledged, hypothecated, or assigned by the Company without the express written consent of the Holder, which he may grant in his/her sole discretion.

5.           REPAYMENT GUARANTY.  The repayment of this Note in accordance with its terms will be guaranteed by Money Line Capital, Inc., a California corporation, in the form of personal guaranties attached hereto as Exhibit B.  Upon an Event of Default, as defined below, the Holder may collect any and all amounts due and owing by the Company under this Note from Money Line Capital, Inc.

6.           DEFAULT.  The occurrence of any one of the following events shall constitute an Event of Default:

(a)           The non-payment, when due, of any principal or interest pursuant to this Note;

(b)           The material breach of any representation or warranty in this Note.  In the event the Holder becomes aware of a breach of this Section 6(b), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of such breach and the Company shall have five (5) business days after notice to cure such breach;

(c)           The breach of any covenant or undertaking, not otherwise provided for in this Section 6;

(d)           The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature;

(e)           The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for twenty (20) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for twenty (20) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company; or

Upon the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (e) or paragraph (f) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice.  Upon the occurrence of any Default or Event of Default the Holder may also pursue collection against the guarantors listed in Section 6, above.

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7.           NOTICES.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent as follows:

If to the Company:	Gateway International Holdings, Inc.
	3840 East Eagle Drive
	Anaheim, CA 92807
	Attn. Chief Executive Officer
	Facsimile No.:
If to Holder:	Joseph Gledhill
	Facsimile No.:

or at such other address as the Company or Holder may designate by ten (10) days’ advance written notice to the other Party hereto.

8.           GOVERNING LAW; VENUE.  The terms of this Note shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California.  The parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate federal or state court having jurisdiction over Orange County, California.

9.           ATTORNEY’S FEES.  In the event the Holder hereof shall refer this Note to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Holder’s rights, including reasonable attorney’s fees, whether or not suit is instituted.

10.          CONFORMITY WITH LAW.  It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws.  Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

11.          MODIFICATION; WAIVER.  No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder.

[signature page follows]

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IN WITNESS WHEREOF, Company has executed this Promissory Noteas of the date first written above.

	“Company”
	Gateway International Holdings, Inc.,
	a California corporation
	/s/ George Colin
	By:           George Colin
	Its:           Chief Executive Officer
Agreed to by:
Joseph Gledhill
an individual
/s/ Joseph Gledhill
By:  Joseph Gledhill
Joyce Gledhill
an individual
/s/ Joyce Gledhill
By:  Joyce Gledhill

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EXHIBIT A

ORIGINAL GLEDHILL NOTE

EXHIBIT B

PERSONAL GUARANTY