**INDEPENDENT
      CONTRACTOR AGREEMENT**








This
      Independent Contractor Agreement (“Agreement”) is entered into by and between
      Gateway International Holdings, Inc., a Nevada corporation, and its subsidiaries
      (“Gateway”), and Lawrence A. Consalvi, an individual, (“Consalvi”). Gateway and
      Consalvi are each a “Party” and together the “Parties.”





**RECITALS**





WHEREAS,
      Gateway, through its subsidiaries, including, but not limited to, E.M.
      Tool
      Company, Inc., a California corporation d.b.a. Elite Machine Tool Company
      (“Elite Machine”) **,** is
      a company
      engaged in the acquisition, refurbishment, distribution and sales of pre-owned
      computer numerically controlled (“CNC”) machine tools to manufacturing customers
      across the United States of America ;





WHEREAS,
      Gateway has numerous CNC machines in its inventory and has a need of a
      salesperson to sell both existing inventory and procure new transactions for
      the
      purchase and sale of CNC machines;





WHEREAS,
      Consalvi is the former President of Elite Machine and has extensive experience
      in acquiring and selling new and used CNC machines;





WHEREAS,
      the Parties wish to enter into an agreement under which Consalvi will work
      as an
      independent contractor to assist Gateway with the acquisition and sale of new
      and used CNC machines;





NOW
      THEREFORE, in consideration of the premises and respective mutual agreements,
      covenants, representations and warranties herein contained, it is agreed between
      the Parties hereto as follows:







**I.**


**RELATIONSHIP**





1.1  This
      Agreement is entered into between Gateway and Consalvi in order to set forth
      the
      terms of the Consalvi’s relationship with Gateway. CONSALVI EXPLICITLY
      UNDERSTANDS THAT HE IS NOT AN EMPLOYEE, AGENT OR SERVANT OF GATEWAY OR THE
      COMPANY.





1.2  Consalvi
      is a commission-only independent contractor salesman for Gateway. In that
      capacity, Consalvi’s primary responsibility will be the purchase and sale of new
      and used CNC machines on behalf of Gateway and its subsidiaries. Consalvi shall
      report directly to Timothy D. Consalvi, Elite Machine’s President and Chief
      Executive Officer. Consalvi shall conduct all of his activities in a manner
      so
      as to maintain and promote the business and reputation of Gateway. Consalvi
      has
      non-exclusive rights to transact with Gateway regarding the sale and purchase
      of
      CNC machines. Nothing in this Agreement shall be construed to grant Consalvi
      exclusivity regarding Gateway’s purchase or sale of machines.




1





1.3  Consalvi
      may not, without specific written approval of Joseph Gledhill or Timothy D.
      Consalvi, do or contract to do, any of the following:





(1)
            Bind
                Gateway, or its subsidiaries, to any contract or
                agreement;


(2)
            Act
                as an agent or lead others to believe he is an officer, director
                or
                employee of Gateway or its
                subsidiaries;


(3)
            Access
                in any way, any bank account, credit line, loan, or any other funds
                of
                Gateway or its subsidiaries;


(4)
            Hire,
                terminate or reprimand any of Gateway’s employees or independent sales
                agents;


(5)
            Sell
                any used CNC machine with any warranty or other guarantee of performance,
                and in any other condition other than “as is”;
                or


(6)
            Take
                any other action prohibited by Gateway’s written practices and
                policies.




1.4  If
      requested, Gateway shall provide Consalvi with an office, office equipment,
      and
      supplies, including a desktop computer already in Consalvi’s possession, for
      Consalvi’s use. Gateway will also provide Consalvi with access to Elite
      Machine’s warehouse where the new and used CNC machines Elite Machine has in
      inventory are stored. However, these items remain Gateway’s property and Gateway
      has the right to inspect any of the property at any time, without notice. If
      Gateway wishes to review the information on the computer, Consalvi shall make
      the computer available at the earliest practicable time and provide any
      necessary passwords, etc., necessary to access the computer.





1.5  Consalvi
      understands that as an independent contractor to Gateway and he is not entitled
      to unemployment compensation from Gateway upon termination of this Agreement.
      Consalvi understands that in the event of injury or death to her during the
      course of this Agreement, he is not entitled to Worker's Compensation from
      Gateway. Consalvi and Consalvi also understand that NO DEDUCTION FOR FEDERAL,
      STATE OR OTHER GOVERNMENTAL SUBDIVISION TAXES OR CHARGES OF ANY TYPE WILL BE
      MADE FROM THE AMOUNT DUE CONSALVI UNDER THE TERMS OF THIS AGREEMENT. CONSALVI
      FULLY AND COMPLETELY UNDERSTANDS THAT IT IS SOLELY AND TOTALLY RESPONSIBLE
      FOR
      THE PAYMENT OF ALL SUCH TAXES OR CHARGES. At the end of each calendar year,
      Consalvi shall receive a Form 1099 notifying the Internal Revenue Service of
      all
      compensation paid to Consalvi by Gateway.




**II.**


**TERM**





2.1  This
      Agreement shall be effective as of October 1, 2008, and shall continue in force
      for a period of one year (1) year therefrom or until terminated as set forth
      below. Either party may terminate this Agreement at any time by giving thirty
      (30) days written notice to the other party.





2.2  This
      Agreement terminates automatically on the occurrence of any of the following
      events: (a) bankruptcy or insolvency of either party; (b) sale of the business
      of either party; (c) the death of either party, or (d) the breach of a material
      term of this Agreement, including, but not limited to, Section 1.3,
      above.





2




**III.**


**AMOUNTS
      DUE**





3.1  Gateway
      agrees to compensate Consalvi as follows:





(1)  For
      any
      CNC machines currently in Gateway or Elite Machine’s inventory, as identified on Exhibit
      A ,
      attached hereto, the amount listed under the “10% Mark-Up” column for those CNC
      machines with no sales order; Consalvi does not receive any compensation for
      the
      CNC machines listed with a sales order; and





(2)  For
      any
      CNC machines that Gateway purchases, which are not in Gateway’s inventory as of
      the date of this Agreement, Gateway will mark up the machine 20% over Gateway’s
      cost and Consalvi will be entitled to any purchase price received by Gateway
      for
      the machine, minus the amount that was 20% over Gateway’s cost.





3.2  Consalvi
      will not entitled to any compensation on any sales of CNC machine until ten
      (10)
      days after Gateway receives
      full payment for the machine.





3.3  Consistent
      with Section 1.3, Consalvi cannot enter into any transaction that will obligate
      Gateway, or any of its subsidiaries, to purchase or sell any CNC machine,
      regardless of whether or not that machine is currently in Gateway’s inventory,
      without the written approval of Joseph Gledhill or Timothy D.
      Consalvi.





3. 4  Other
      than as provided for in Section 1.4, Gateway will not pay any business expenses
      for Consalvi under this Agreement. Any expenses incurred by Consalvi shall
      be
      the sole responsibility of Consalvi.





3.5  The
      compensation paid by Gateway to Consalvi under this Section is meant to fully
      compensate Consalvi and Consalvi for Consalvi’s services, as well as ensure
      Consalvi and Consalvi’s compliance with the terms of this Agreement, including,
      but not limited to, Section IV, below.





**IV.**


**DISCLOSURE
      OF CONFIDENTIAL INFORMATION**





4.1  Consalvi
      acknowledges that Gateway has developed and is developing a unique and
      successful business of which the name, customers, goodwill, and methods of
      doing
      business are valuable assets, and also that Gateway at times does business
      with
      certain entities whose name and scope of work are confidential. In the course
      of
      Consalvi carrying out his obligations under this Agreement, Consalvi will have
      access to Gateway’s confidential information, including, but not limited to,
      trade secrets, financial information, customer lists, marketing methods, data,
      properties, personnel and internal affairs, relating to Gateway’s business and
      customers (the “Confidential Information”).





4.2  Consalvi
      shall not, during the term of this Agreement and for one year thereafter,
      communicate, divulge, or use for the benefit of herself or any other person,
      partnership, association, or corporation, either directly or indirectly, any
      information or knowledge concerning Gateway and any information, including
      but
      not limited to client lists, communication techniques, invoicing, billing,
      schematics, hardware and software designs and prototypes which may be
      communicated to Consalvi by Gateway during the term of this
      Agreement.




3





4.3  Consalvi
      covenants and agrees that during the term of this Agreement he will not do
      any
      act or fail to do any act which may be prejudicial or injurious to the business
      and goodwill of Gateway.





**V.**


**NON-COMPETITION**





5.1  During
      the term of this Agreement and thereafter, Consalvi and Consalvi shall be free
      to act as an independent contractor for other companies provided, however,
      that
      during the term of this Agreement and for any period in which Consalvi is
      receiving compensation by Gateway under Exhibit
      A ,
      Consalvi will not be permitted to: (a) for his own account or for the account
      of
      any other person or entity, interfere with Gateway’s relationship with any of
      its suppliers, material customers, accounts, brokers, representatives or agents; (b)
      call
      on, solicit, or take away any of Gateway’s clients or potential clients about
      whom Consalvi became
      aware as a result of Consalvi ’s
      services to Gateway, either for Consalvi or for
      any other person or entity; or (c) solicit or take away or attempt to solicit
      or
      take away any of Gateway’s employees or contractors either for Consalvi or for
      any other person or entity .
      Notwithstanding the above, this Section is not intended to prohibit Consalvi
      from purchasing and/or selling CNC machines in transactions that do not involve
      Gateway or its subsidiaries (“Non-Gateway Transactions”). For any Non-Gateway
      Transaction, Consalvi agrees to offer Gateway the transaction, in writing,
      on a
      right of first refusal basis. If Gateway wishes to participate in the
      Non-Gateway Transaction, it shall notify Consalvi, in writing, within 24 hours
      of receiving Consalvi’s written notice of the transaction. If Gateway does not
      wish to participate in the Non-Gateway Transaction, Consalvi may consummate
      the
      transaction with any third party and it will not violate the provisions of
      this
      Section.





**VI.**


**MISCELLANEOUS**





6.1  This
      Agreement is not assignable, in whole or in part, by either Party without the
      prior written consent of the other Party, and any assignment not approved by
      both Parties in writing shall be void.





6.2  Consalvi
      agrees to comply with all Federal, State and Municipal laws, rules and
      regulations that may now be in effect or which may be in effect in the
      future.





6.3  This
      Agreement constitutes the entire Agreement of the Parties, and no oral
      representations or agreements are binding on either Party unless set forth
      in
      writing.





6.4  For
      any
      notices required in this Agreement, the following addresses shall govern for
      delivery of notices to either Party, and the sending of notice by facsimile
      or
      overnight mail with confirmation of receipt, to such address shall be
      conclusively presumed to have satisfied the notice requirements of this
      Agreement.




Gateway:
              Gateway
                  International Holdings, Inc.2672
                  Dow AvenueTustin,
                  CA 92780Attn.
                  PresidentFacsimile
                  No.: (714) 619-2339Consalvi:
              Lawrence
                  A. Consalvi17732
                  Neff Ranch Rd.Yorba
                  Linda, CA_ 92886Facsimile
                  No.:________
  4


6.5  Consalvi
      acknowledges that a remedy at law for any breach or attempted breach of any
      part
      of Article IV and Article V of this Agreement will be inadequate and agrees
      that
      Gateway shall be entitled to specific performance and injunctive and other
      equitable relief in case of any such breach or attempted breach. Consalvi
      further agrees to waive any requirement for the securing or posting of any
      bond
      in connection with the obtaining of any such injunctive or any other equitable
      relief.





6.6  Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law. If any provision of this
      Agreement shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective to the extent of such provision or invalidity only, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement. No waiver of Gateway of any breach or failure to enforce any
      provision hereof shall be construed as a waiver of any future breach or right
      to
      enforce any of the provisions of this Agreement.





6.7  This
      Agreement shall be construed and enforced in accordance with and governed by
      the
      laws of the State of California, notwithstanding conflicts of laws principles
      thereof. Venue for any action shall be Orange County, California.





6.8  Forbearance
      or failure to pursue any legal remedy or right upon default or breach hereof
      shall not constitute waiver of such right, nor shall any such forbearance,
      failure or actual waiver imply or constitute waiver of any subsequent default
      or
      breach.





6.9  This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original and all of which together shall constitute
      one
      and the same instrument. A facsimile signature shall be effective in all
      respects.





6.10  This
      Agreement may not be altered, modified or amended except pursuant to a written
      instrument executed by all the Parties.





6.11  Each
      Party acknowledges and represents that, in executing this Agreement, such Party
      has had the opportunity to consult legal counsel, and has not relied on any
      inducements, promises, or representations made by any Party or any party
      representing or serving such Party, unless expressly set forth
      herein.





6.12  Notwithstanding
      anything to the contrary herein, this Agreement shall not in any manner be
      construed to create a joint venture, partnership or other similar form of
      relationship, and neither Party shall have the right to: (a) commit the other
      Party to any obligation or transaction not expressly authorized by such other
      Party, or (b) act or purport to act as agent or representative of the other,
      except as expressly authorized in writing by such other Party.








*[signature
      page follows]*




5




EXECUTED
      this 30th day of September 2008, in Tustin, California.





“Gateway”
            
            “Consalvi”Gateway
                International Holdings, Inc.,
            
            Lawrence
                A. Consalvia
                Nevada corporation
            
            an
                individual/s/
                Joseph Gledhill
            
            /s/
                Lawrence A. ConsalviBy:
                Joseph Gledhill
            
            By:
                Lawrence A. ConsalviIts:
                Executive Vice President




6




**Exhibit
      A**





**CNC
      Machine Inventory**





7