NON-CIRCUMVENTION/NON-DISCLOSURE AND
                            CONFIDENTIALITY AGREEMENT

The agreement is made and entered into this 2nd day of August 2004, by and
between:

Bill Woo and Gateway Venture Holdings, Inc., a Nevada corporation ("Gateway").

WHEREAS, the purpose of this Agreement is to lay down the terms and conditions,
and guidelines which will allow the respect and protection of each Party's
respective proprietary interests.

NOW THEREFORE, in considering of the various representations, mutual promises,
covenants, and undertakings contemplated herein and for good valuable
consideration, the value of which is acknowledged by the Parties by execution
hereof, the Parties agree as follows:

          1.   None of the parties shall divulge to any person, (other than
               those whose provenance it is to know it, or with proper
               authority) or use any trade secrets or confidential information
               or any financial or trade information relating to the other,
               which they acquire as a result of the discussing of or the
               entering into agreements with each other. Each Party shall
               endeavor to prevent its officers, employees, agents,
               representatives, and associates from doing anything, which, if
               done by Party, would be a breach of this agreement. This
               restriction shall continue to apply after the expiration of this
               Agreement, and other Agreements entered into between the Parties,
               without limit in point of time, but shall cease to apply to
               secrets or information, which came into the public domain through
               no fault of the Party concerned.

          2.   The Parties each undertake to the other that for a period of five
               (5) years from the date of this Agreement, they will not, without
               prior written consent of the other, directly or indirectly
               through third parties, make or seek to make contact or
               communication with those Banks, Financial Institutions,
               government representatives, clients, investors, traders,
               associates, legal advisors and financial advisors with whom they
               have been placed into contact with by the other or to whom the
               names, addresses and other pertinent information has been
               released to them by the other.

          3.   Each party undertakes irrevocably and unconditionally:

               a.   To ensure that all aspects of each transaction remain
                    confidential.

               b.   Not to disclose, either verbally or in written form, any
                    knowledge that it may obtain at any time in the future, be
                    it either implicit or


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                    implied, with respect to the implementation of any proposed
                    transaction.

               c.   Not to circumvent or attempt to circumvent the other.

               d.   Not to disclose to third parties the names, addresses, fax
                    and telephone coordinates of any contact/client revealed by
                    one party to the other.

               e.   Not to enter into direct or indirect negotiations with any
                    other's contacts/clients.

               f.   Not to show, deliver, or cause to be seen, any documents,
                    papers, correspondence, memoranda or copies of such to other
                    than person(s) or entities of any kind, except to those whom
                    are required to maintain confidentiality such as an attorney
                    or tax advisor.

               g.   Each Party shall endeavor to ensure that any of its
                    officers, employees, agents, representatives or associates
                    who, by virtue of their duties may receive the type of
                    information described in this Agreement, are fully obligated
                    to respect the spirit and terms of this Agreements in the
                    same way as each Party. Each Party shall undertakes to have
                    those officers, employees, agents, representatives or
                    associates acknowledge their obligation by Countersigning a
                    copy of this Agreement, thereby binding them to honor the
                    terms of this Agreement.

          4.   Each Party acknowledges that any breach of the terms and
               conditions of this Agreement by either party or its employees,
               agents, representatives or associates may render the seeking of
               liquidated damages, by the other and the cancellation and
               termination of all agreements and transactions.

          5.   This Agreement has been entered into by each Party acting on its
               own free will and judgment and shall be binding on the Parties,
               their heirs or successors, administrators, and assignees.

          6.   Any dispute or controversy arising out of or relating to any
               interpretation, construction, performance, or breach of this
               Agreement shall be resolved exclusively by binding arbitration in
               Las Vegas, Nevada, in accordance with the rules then in effect of
               the American Arbitration Association, The arbitrator(s) may grant
               injunctions or other relief in such dispute or controversy. The
               decision of the arbitrator(s) shall be final, conclusive, and
               binding on the parties to the arbitration. Judgment may be
               entered on the arbitrator's decision in any court having
               jurisdiction. The parties to the arbitration shall each pay an
               equal share of the costs and expenses of such


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               arbitration, and each of them shall separately pay their counsel
               fees and expenses.

          7.   The release of confidential information pursuant to a protested
               court order shall not be deemed to be a violation of this
               Agreement.

          8.   This Agreement may be executed in one or more counterparts each
               of which shall be binding on each party by whom or on whose
               behalf it is so executed, but which together shall constitute a
               single instrument. For the avoidance of doubt, this Agreement
               shall not be binding on any party hereto unless and until it
               shall have been executed by or on behalf of all persons expressed
               to be party hereto.

IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the date
first  above  written.

BILL WOO

By:_____________________________
         Bill Woo



GATEWAY VENTURE HOLDINGS, INC.


By:  _____________________________
         Rick Bailey
Its: President


By:  _____________________________
         Flo Ternes
Its: Chief Operations Officer


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