CONFORMED COPY


                                  EXHIBIT 10.26

                            STOCK PURCHASE AGREEMENT

This Stock Purchase  Agreement (this "Agreement") is made and entered into as of
February  6,  2003,  by and  between  Joe  Thomas  (the  "Seller")  and  Gateway
International Holdings, Inc., a Nevada corporation (the "Company"), with respect
to 800,000 shares of the Company's common stock (the "Shares").

                                    RECITALS

      WHEREAS,  Seller is the record and  beneficial  owner of the  Shares,  and
desires  to sell the Shares to the  Company  upon the terms and  conditions  set
forth herein; and

      WHEREAS, the Company desires to purchase the Shares from the Seller.

      NOW,  THEREFORE,  in  consideration  of  the  covenants,   agreements  and
consideration herein contained, the parties agree as follows:

1.    PURCHASE AND SALE OF SHARES

      1.1 Transfer of Shares.  Subject to the terms and conditions  hereof,  the
Seller  agrees to sell and deliver to the  Company,  and the  Company  agrees to
purchase  from the Seller,  good and  marketable  title to the Shares,  free and
clear  of  all  claims,   liens,  pledges,   security  interests,   and  similar
encumbrances.  Upon execution of this Agreement, the Seller shall deliver to the
Company the stock certificates evidencing the Shares, duly endorsed for transfer
or accompanied by appropriate stock powers.

      1.2  Purchase  Price.  Buyer  shall  pay to the  Shareholder,  as full and
complete  consideration for the Shares, the sum of Twenty-Four  Thousand Dollars
($24,000)  (the  "Purchase  Price"),  payable in cash  within  thirty  (30) days
following the Company's receipt of the signed agreement. If consideration is not
paid within 30 days from the date of this agreement, agreement is null and void.

2.    REPRESENTATIONS AND WARRANTIES OF SELLER

      The Seller hereby represents and warrants to the Company as follows:

      2.1  Title.  The Seller  (i) is the  record  and  beneficial  owner of the
Shares;  (ii) has full capacity,  power,  authority and right,  and any approval
required  by law,  if any,  to make and enter into this  Agreement  and to sell,
assign,  transfer and deliver the Shares to the Company,  and (iii) has good and
marketable title to the Shares,  free and clear of all claims,  liens,  security
interests.  Buyer  acknowledges  that  the  shares  are  restricted  and will be
delivered with a restricted  legend and cannot be transferred.  It is the buyers
intent to cancel the shares.
<PAGE>

      2.2 Authorization.  The Seller has full legal right, power and capacity to
enter into,  execute,  deliver  and perform  this  Agreement  and all  attendant
documents and  instruments  contemplated  hereby.  This  Agreement has been duly
executed and delivered and constitutes the legal,  valid and binding  obligation
of the Seller and is enforceable  with respect to the Seller in accordance  with
its terms,  except as  enforcement  may be limited  by  bankruptcy,  insolvency,
priority or other laws or court decisions relating to or affecting generally the
enforcement  of creditors'  rights or affecting  generally the  availability  of
equitable remedies.

      2.3  Disclosure.  The Seller  acknowledges  that he has  performed his own
investigation  regarding the Company and is not entering into this  Agreement in
reliance on any information provided to him by the Company.

3.    REPRESENTATIONS AND WARRANTIES OF COMPANY.

      The Company represents and warrants to the Seller as follows:

      3.1 Organization,  Power and Authority.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and has the corporate  power and authority to own,  operate and lease its
properties  and to carry on its  business  as  presently  being  conducted.  The
Company is duly  qualified to do business and is in good  standing in the states
in which it conducts it's business.

      3.2 Authorization. The Company has full legal right, power and capacity to
enter into,  execute,  deliver  and perform  this  Agreement  and all  attendant
documents and  instruments  contemplated  hereby.  This  Agreement has been duly
executed and delivered and constitutes the legal,  valid and binding  obligation
of the Company and is enforceable with respect to the Company in accordance with
its terms,  except as  enforcement  may be limited  by  bankruptcy,  insolvency,
priority or other laws or court decisions relating to or affecting generally the
enforcement  of creditors'  rights or affecting  generally the  availability  of
equitable remedies. The execution and delivery of this Agreement by the company,
and the consummation of the transactions  contemplated  hereby by the Company in
accordance  with the terms hereof shall not conflict  with or result in a breach
of,  violation of, or default under,  (or constitute and event that with notice,
lapse of time, or both,  would  constitute a breach of default under) any of the
terms,  conditions or provisions  of the charter  documents of the Company,  any
provision of the laws of the state of  organization of the Company or the United
States of America,  or any note,  bond,  mortgage,  indenture,  license,  lease,
credit agreement or other agreement, document, instrument or obligation to which
the Company is a party or by which any of its assets or properties are bound.
<PAGE>

4.    MISCELLANOUS.

      4.1  Expenses and Taxes.  Each party shall bear and pay its own  expenses,
including legal,  accounting and other  professional fees, and taxes incurred in
connection  with the  transactions  referred  to in this  Agreement.  The  party
responsible  under applicable law shall bear and pay in their entirety all other
taxes and  registration and transfer fees, if any, payable by reason of the sale
and  conveyance  of  the  Shares.  Each  party  will  cooperate  to  the  extent
practicable  in  minimizing  all taxes and fees  levied by reason of the sale or
assignment of the Shares.

      4.2 Entire Agreement; Modifications; Waiver. This Agreement, together with
the related agreements or certificates referenced herein, constitutes the final,
exclusive and complete  understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior  agreements,  understandings  and
discussions with respect thereto. No variation or modification of this Agreement
and no waiver of any provision or condition  hereof,  or granting of any consent
contemplated  hereby,  shall be valid  unless in writing and signed by the party
against whom enforcement of any such variation,  modification, waiver or consent
is sought.

      4.3 Captions.  The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the  constructing or  interpretation
of any provision of this Agreement.

      4.4 Section  References.  Unless otherwise  noted, all section  references
herein are to sections of this Agreement.

      4.5 Law Governing.  This Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of California,  without regard
to its choice-of-laws or conflicts-of-law rules.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Stock  Purchase
Agreement to be duly executed, all as of date first above written.

Seller                                           Gateway International

/s/ Joe Thomas                                   By:  /s/ Larry Consalvi
-----------------                                -------------------------
Joe Thomas                                       Name:  Larry Consalvi
                                                 Title:  C.E.O.
2/6/2003