EXHIBIT 10.32

                             MASTER LEASE AGREEMENT

LESSOR:        GLOBAL VANTAGE LTD.
               2424 South East Bristol Street, Suite 280
               Newport Beach, CA 92660
               (949) 574-9800                MASTER LEASE AGREEMENT NO.:90501367


      This Master  Lease  Agreement  is made this 16th day of  September,  2005,
between  GLOBAL  VANTAGE LTD.  ("Lessor")  with its principal  place of business
located at 2424 South East Bristol  Street,  Suite 280,  Newport Beach, CA 92660
and GLEDHILL/LYONS, INC. DBA ACCURATE TECHNOLOGY ("Lessee") having its principal
place of business at 1521 N. Placentia Ave., Anaheim, CA 92806.

1. LEASE AGREEMENT. Lessor hereby leases to Lessee and Lessee hereby leases from
Lessor all of the personal property  ("Equipment")  described in Equipment Lease
Schedule(s), which are or may from time to time be executed by Lessor and Lessee
and  attached  hereto  and  incorporated  herein  by  references  ("Schedules"),
together with any attachments,  replacements  parts,  substitutions,  additions,
repairs or accessories now or hereafter incorporated in or affixed to such items
of  Equipment,  upon the terms and  conditions  of this Lease  shall  govern the
rights and obligations of Lessor and Lessee except as  specifically  modified in
writing signed by an authorized representative of Lessor. Whenever references is
made  to the  "Lease",  it will  be  deemed  to  include  each of the  Schedules
identifying all items of Equipment,  all of which constitute one undivided Lease
of the Equipment,  and the terms and conditions of which are incorporated herein
by reference.

2.  SELECTION OF  EQUIPMENT.  Lessee will select type,  quantity and supplier of
each  item  of  Equipment  designated  in the  appropriate  Schedule(s),  and in
reliance thereon,  Lessor will order such Equipment from such supplier or accept
an assignment of any existing purchase order.  Lessor will have no liability for
any delivery or failure by the  supplier to full the  purchase  order or to meet
and of the conditions contained therein. Lessee acknowledges that Lessor has not
participated  and will not  participate in any way in Lessee's  selection of the
Equipment or of the supplier and that Lessor has not manufactured or supplied to
the Equipment.

3.  ACCEPTANCE  OF EQUIPMENT.  Upon delivery of any Equipment to Lessee,  Lessee
agrees to immediately  inspect such Equipment and to execute an  Acknowledgement
and Acceptance of Equipment by Lessee, as provided by Lessor, with ten (10) days
of  delivery  of  said  Equipment.  Lessee's  execution  and  delivery  of  said
Acknowledgment  and  Acceptance  of Equipment by Lessee  covering any  Equipment
shall conclusively  establish, as between Lessor and Lessee, that such Equipment
is satisfactory  in every respect.  Lessee  authorizes  Lessor to insert in this
Lease serial numbers or other identifying data with respect to the Equipment.

4.  DISCLAIMER  OF  WARRANTIES  AND  CLAIMS;   LIMITATION  OF  REMEDIES.  LESSEE
ACKNOWLEDGES  THAT LESSOR,  NOT BEING THE  MANUFACTURER OF THE EQUIPMENT NOR THE
MANUFACTURER'S  AGENT,  MAKES  NO  EXPRESS  OR  IMPLIED  WARRANTY  OF  ANY  KIND
WHATSOEVER  WITH RESPECT TO THE  EQUIPMENT,  INCLUDING,  BUT NOT LIMITED TO, THE
MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE,  THE
DESIGN OR CONDITION OF THE EQUIPMENT,  THE QUALITY OR CAPACITY OF THE EQUIPMENT,
THE  WORKMANSHIP  IN THAT  EQUIPMENT,  COMPLIANCE OF THE EQUIPMENT WITH ANY LAW,
RULE,  SPECIFICATION OR CONTRACT PERTAINING  THERETO,  THE ABSENSE OF ANY PATENT
INFRINGEMENT,   OR  THE  EXISTENCE  OF  ANY  LATENT   DEFECTS.   LESSEE  FURTHER
ACKNOWLEDGES  THAT LESSEE LEASES THE EQUIPMENT "AS IS" AND WITH ALL FAULTS,  AND
THAT  LESSOR  SHALL HAVE NO  OBLIGATION  TO  INSTALL,  ERECT,  TEST,  SERVICE OR
MAINTAIN THE EQUIPMENT. BASED ON THE FOREGOING,  LESSEE AGREES NOT TO ASSERT ANY
CLAIM   WHATSOEVER   AGAINST  LESSOR  FOR  LOSS  OF   ANTICIPATORY   PROFITS  OR
CONSEQUENTIAL  DAMAGES.  IF THE  EQUIPMENT IS NOT PROPERLY  INSTALLED,  DOES NOT
OPERATE AS  REPRESENTED  OR  WARRANTED BY THE  SUPPLIER OR  MANUFACTURER,  OR IS
UNSATISFACTORY FOR ANY REASON, REGARDLESS OF CAUSE OR CONSEQUENCE, LESSEE'S ONLY
REMEDY,  IF ANY, SHALL BE AGAINST THE SUPPLIER OR  MANUFACTURER OF THE EQUIPMENT
AND NOT AGAINST LESSOR.  LESSEE  ACKNOWLEDGES  THAT ANY MANUFACTURER OR SELLER'S
WARRANTIES  ARE FOR THE  BENEFIT  OF BOTH  LESSOR  AND  LESSEE AND TO THE EXTENT
PERMITTED BY THE  MANUFACTURER OR SELLER,  AND PROVIDED LESSEE IS NOT IN DEFAULT
UNDER THIS LEASE.  LESSOR  SHALL MAKE  AVAILABLE TO LESSEE ALL  MANUFACTURER  OR
SELLER WARRANTIES WITH RESPECT TO THE EQUIPMENT LESSEE SPECIFICALLY ACKNOWLEDGES
THAT THE EQUIPMENT IS LEASE TO LESSEE SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES
AND NOT FOR PERSONAL,  FAMILY, HOUSEHOLD, OR AGRICULTURAL PURPOSES, AND LESSEE'S
OBLIGATIONS  TO PAY RENT OR  PERFORM  OTHER  OBLIGATIONS  UNDER  THIS  LEASE ARE
ABSOLUTE AND  UNCONDITIONAL  AND NOT SUBJECT TO REDUCTION OR SETOFF BY REASON OF
THE LOSS,  DAMAGE OR DESTRUCTION OF THE EQUIPMENT OR FAILURE OF THE EQUIPMENT TO
CONFORM TO ANY WARRANTIES OR ANY DEFAULT BY LESSOR.

<PAGE>

      The  parties  have  specifically  negotiated  and agreed to the  foregoing
paragraph. Lessee's initials: _/s/_


5. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it is the intent
of both parties that this Lease qualify as a statutory lease under Article 2A of
the Uniform  Commercial  Code.  Lessee  acknowledges  and agrees that Lessee has
selected both the equipment and the supplier from whom Lessor is to purchase the
Equipment.

LESSEE IS HEREBY  ADVISED THAT LESSEE MAY HAVE RIGHTS UNDER THE SUPPLY  CONTRACT
EVIDENCING THE LESSOR'S  PURCHASE OF THE EQUIPMENT  FROM THE SUPPLIER  CHOSEN BY
LESSEE AND THAT LESSEE  SHOULD  CONTACT  THE  SUPPLIER  OF THE  EQUIPMENT  FOR A
DESCRIPTION OF ANY SUCH RIGHTS.

6.  ASSIGNMENT BY LESSEE  PROHIBITED.  WITHOUT  LESSOR'S PRIOR WRITTEN  CONSENT,
LESSEE WILL NOT ASSIGN  THIS LEASE OR SUBLEASE  THE  EQUIPMENT  OR ANY  INTEREST
THEREIN,  OR PLEDGE OR TRANSFER ANY INTEREST IN THIS LEASE, OR OTHERWISE DISPOSE
OF LESSEE'S INTEREST IN THE EQUIPMENT COVERED BY THIS LEASE.

7.  COMMENCEMENT  AND  TERMINATION;   RENTAL  PAYMENTS;   INTERIM  RENTALS.  The
obligations  under this Lease will commence  upon the written  acceptance of the
Equipment by Lessee and will end upon full  performance and observance by Lessee
of each and every term,  condition  and covenant set forth in this Lease and any
extensions  hereof.  The rental term for the  Equipment  listed in each Schedule
will commence on the first day of the month immediately following the Acceptance
Date and will  terminate  on the last day of the term  stated  in each  Schedule
unless such Schedule has been extended or otherwise  modified.  Rental  payments
will be in the amounts and  frequency  as set forth on the face of this Lease or
any Schedules  hereto.  If the Acceptance Date does not fall on the first day of
the month,  the  rental  charge  for the  period of the  Acceptance  Date to the
Commencement  Date will be an amount equal to the Monthly  Rental Charge divided
by  thirty  (30)  multiplied  by the  number  of days  from  and  including  the
Acceptance Date to the Commencement Date and such amount will be due and payable
upon  receipt of invoice.  Lessor will have no  obligation  to Lessee under this
Lease if the Equipment,  for whatever reason,  is not delivered to Lessee within
ninety (90) days after Lessee signs this Lease.  Lessor will have no  obligation
to Lessee  under this Lease if Lessee  fails to execute and deliver to Lessor an
Acknowledgement  and Acceptance of Equipment by Lessee for the Equipment  within
ten (10) days after it is delivered to Lessee, with respect to any Schedule.

8. SECURITY DEPOSIT.  As security for the prompt and full payment of the amounts
due under this Lease, and Lessee's complete,  faithful and timely performance of
all its  obligations  under the provisions of this Lease,  and any extensions or
renewals thereof, Lessee will pledge and deposit with Lessor the security amount
set  forth  in the  section  shown  as  "Security  Deposit"  on each  respective
Schedule.  In the event of any  default in the  performance  of any of  Lessee's
obligations  under this Lease,  Lessor may, but is not  obligated to, apply said
security  deposit to the  curing of such  default.  Within 15 days after  Lessor
mails  notice to Lessee that  Lessor has  applied  any  portion of the  Security
Deposit to cure such default,  Lessee will restore said Security  Deposit to the
full amount set forth in the respective Schedules.  On the expiration of earlier
termination of each Schedule to this Lease, or any extension or renewal thereof,
provided  Lessee  has paid all of the rent  called for and fully  performed  all
other provisions of this Lease with respect to such Schedule, Lessor will return
to Lessee any  remaining  balance of the  Security  Deposit with respect to such
Schedule,  without interest.  Lessee acknowledges that said security deposit may
be commingled with Lessor's other funds.

9. LIMITED PREARRANGED  AMENDMENTS;  SPECIFIC POWER OF ATTORNEY. In the event it
is  necessary  to amend the terms of this Lease of the terms of any  Schedule to
reflect a change in one or more of the following conditions:

<PAGE>

      a. Lessor's actual cost of procuring the Equipment;

      b. Lessor's actual cost of providing Equipment to Lessee;

      c. A change in the rental payments as a result of (a) or (b) above: or

      d.  Description  of the  leased  Equipment;  Lessee  agrees  that any such
amendment will be described in a letter from Lessor to Lessee and this Lease and
any  affected  Schedules  will be deemed  amended and such  amendments  shall be
incorporated herein/therein as if originally set forth herein/therein.

Lessee  grants to  Lessor a  specific  power of  attorney  for  Lessor to use as
follows: (1) Lessor may prepare,  execute,  sign and file on Lessee's behalf any
instrument, document or financing statement Lessor deems necessary to perfect or
protect Lessor's interest in the Equipment or pursuant to the Uniform Commercial
Code and Lessee does hereby appoint Lessor its true and lawful  attorney-in-fact
to sign the name of Lessee with the same force and effect as if signed by Lessee
for these purposes;  and (2) Lessor may make a claim for, receive payment of, or
sign,  endorse or negotiate  for Lessor's  benefit any  instrument  representing
proceeds from any policy of insurance covering the Equipment.

10.  LOCATION.  The  Equipment  shall be kept at the location  specified in each
Schedule or, if none is specified,  at Lessee's  address as set forth above, and
shall not be removed from that location  without Lessor's prior written consent.
Lessor has the right to enter upon the premises  where the  Equipment is located
to inspect the Equipment during normal business hours.

11. USE. Lessee will use the Equipment in a careful  manner,  make all necessary
repairs at Lessee's  expense,  comply with all laws relating to its  possession,
use or maintenance, and will not make any alterations, additions or improvements
to the Equipment without Lessor's prior written consent. All additions,  repairs
or improvements made to the equipment will belong to the Lessor.

12. OWNERSHIP;  PERSONALITY.  The Equipment is, and will remain, the property of
Lessor,  and Lessee  will have no right,  title or  interest  therein or thereto
except as expressly set forth in this Lease.  The Equipment will remain personal
property even though installed in or attached to real property.

13.  SURRENDER  AND  RENEWAL.  Through  this Lease,  Lessee does not acquire any
ownership  rights in the Equipment and has no option to purchase  same.  Upon at
least ninety (90) days written  notice to Lessor prior to the  expiration of the
Lease term,  Lessee shall advise Lessor of its intention to return the Equipment
to  Lessor at the end of the  Lease  term.  Lessee  shall  advise  Lessor of its
intention  to return  the  Equipment  to  Lessor  at the end of the Lease  term.
Provided Lessee has given such timely notice. Lessee shall return the Equipment,
freight and insurance prepaid,  to Lessor in good repair,  condition and working
order, ordinary wear and tear excepted, in a manner and to a location designated
by Lessor. If Lessee fails to notify Lessor, or having notified Lessor, you fail
to  return  the  Equipment  as  provided  herein,  this  Lease  shall  renew for
consecutive  ninety (90) days period and Lessee agrees to continue to make Lease
Payments  as set forth in the  Lease  subjects  to the right of either  party to
terminate the Lease upon ninety (90) days written  notice,  in which case Lessee
will immediately deliver the Equipment to Lessor as stated in this paragraph. In
the event of default  pursuant to Paragraph 20, Lessee at its sole and exclusive
expense shall return the equipment to Lessor in a manner and at a location to be
determined  by Lessor.  Lessee will incur any risk of loss  associated  with the
shipping and return of the Equipment pursuant to this paragraph.

14.  LOSS AND  DAMAGE.  Lessee  will at all times bear the entire  risk of loss,
theft, damage or destruction of the Equipment from any cause whatsoever,  and no
loss, theft,  damage or destruction of the Equipment shall relieve Lessee of the
obligation to pay rent or to comply with any other  obligation under this Lease.
In the event of damage to any Equipment, Lessee shall immediately place the same
in good repaid at Lessee's  expense.  If Lessor determined that any Equipment is
lost,  stolen,  destroyed  or damaged  beyond  repair.  Lessee shall at Lessee's
option do one of the following:

      a.  Replace the same with like  Equipment in good  repaid,  acceptable  to
Lessor in which case title to such Equipment  shall  immediately  vest in Lessor
and this Lease will continue as though such event had not occurred; or

      b. Pay Lessor in cash the following:

      (i)   All  amounts due by Lessee to Lessor  with  respect to all  affected
            Schedules up to the date of the loss; and

      (ii)  The unpaid  balance of the total amounts due for the remaining  term
            of the  affected  Schedules  attribute to said item,  discounted  to
            present value at a discount rate of 8% as of the date of loss; and

      (iii) The Lessor's  estimate as of the time this Lease was entered into of
            Lessor's residual  interest in the Equipment,  discounted to present
            value at a discount rate of 8% as of the date of loss. Upon Lessor's
            receipt of payment as set forth  above,  Lessee shall be entitled to
            Lessor's  interest in such  Equipment  "as is, where is" and without
            any warranty,  express of implied from Lessor. If insurance proceeds
            are used to fully comply with this subparagraph,  the balance of any
            such proceeds  shall go to Lessee to  compensate  for loss of use of
            the Equipment for the remaining term of the Lease.

<PAGE>

15.  INSURANCE;  LIENS;  TAXES.  Lessee will provide and maintain from insurance
companies  satisfactory  to Lessor,  insurance  against loss,  theft,  damage or
destruction  of the  Equipment  in an amount not less than the full  replacement
value of the  Equipment,  with loss payable to Lessor.  Lessee will also provide
and maintain  comprehensive  general all-risk liability insurance,  included but
not limited to product  liability  coverage  insuring Lessor and Lessee,  with a
severability of interest  endorsement,  or its  equivalent,  against any and all
loss or liability  for all damages,  either to persons or property or otherwise,
which  might  result from or happen in  connection  with the  condition,  use or
operation  of the  Equipment,  with  such  limits  and  with an  insurer  as are
satisfactory to Lessor.  Each policy shall expressly provide that said insurance
as to Lessor and its assigns  will not be  invalidated  by any act,  omission or
neglect of Lessee  and  cannot be  canceled  or  modified  without 30 days prior
written  notice to Lessor.  As to each policy,  Lessee shall furnish to Lessor a
certificate of insurance from the insurer,  which certificate shall evidence the
insurance coverage required by this Paragraph and shall designate Lessor as loss
payee and/or additional insured. Lessor will have no obligation to ascertain the
existence or adequacy of insurance, or to provide any insurance coverage for the
Equipment or for Lessee's benefit.

Lessee  must  keep  the  Equipment  free  and  clear of all  levies,  liens  and
encumbrances.  Lessee will pay all charges,  assessments and taxes (local, state
and federal) which may now or hereafter be imposed upon the ownership,  leasing,
rental, sale, purchase, possession or use of the Equipment,  excluding, however,
all taxes on or measured by Lessor's net income.

If Lessee fails to procure or maintain  said  insurance or to pay said  charges,
assessments,  or taxes,  Lessor has the right,  but is not  obligated to, effect
such insurance at Lessee's expense, or pay such charges,  assessments, or taxes.
In that event,  Lessor shall notify Lessee of such payment and Lessee will repay
to Lessor the cost thereof within 15 days after such notice is mailed to Lessee.

16. INDEMNITY.  Lessee will hold Lessor harmless and indemnify and defend Lessor
against any claims,  actions,  damages or  liabilities,  including  all attorney
fee's,  arising out of or connected  with the  Equipment  or this Lease  without
limitation.  Such indemnification shall survive the expiration,  cancellation or
termination of this Lease and Lessee waives any and all immunity Lessee may have
under any industrial insurance act, with regard to indemnification of Lessor.

17.  ASSIGNMENT  BY LESSOR.  Any assignee of Lessor shall have all of the rights
but none of the  obligations of Lessor under this Lease.  Lessee shall recognize
and hereby consent to any  assignment of this Lease by Lessor,  and Lessee shall
not assert  against the  assignee  any  defense,  counterclaim,  or set-off that
Lessee may have against Lessor.  Subject to the foregoing,  this Lease inures to
the   benefit  of  and  is   binding   upon  the   heirs,   devisees,   personal
representatives,  survivors,  successors in interest, and assigns of the parties
hereto.

18. SERVICE CHARGES; INTEREST. If Lessee fails to make any payment required by
this Lease within 10 days of the due date thereof, Lessee shall pay to Lessor:

      a.    A default fee of 10% of the amount due, provided  however,  that not
            more  than  one such fee  shall  be made on any  delinquent  payment
            regardless of the length of the delinquency;

      b.    Any actual  additional  expenses  incurred  by Lessor in  collection
            efforts,   including,   but  not   limited  to,   attorney's   fees,
            long-distance telephone charges and travel expenses; and

      c.    Interest  on any  delinquent  payment or amount due under thus Lease
            from the due date thereof  until paid,  at the lesser of the maximum
            rate of interest allowed by law or 18% per annum.

19. TIME OF ESSENCE.  Time is of the essence for this Lease,  and this provision
will not be waived by the acceptance of late payments or defective performance.

20. DEFAULT. Lessee shall be in default of this Lease if:

      a. Lessee  fails to make any payment due under the terms of this Lease for
      a period of 10 days from the due date thereof;

      b.  Lessee  fails to  observe,  keep or  perform  any  term,  covenant  or
      provision  contained  in this  Lease or any  Schedule,  and  such  failure
      continues for a period of 10 days;

<PAGE>

      c. Lessee has made any  misleading of false  statement in connection  with
      application for or performance of this Lease;

      d. The  Equipment  or any part  thereof is  subjected  to any lien,  levy,
      seizure,  assignment,  transfer, bulk transfer,  encumbrance,  application
      attachment,  execution, sublease, or sale without prior written consent of
      Lessor, or if Lessee abandons the Equipment or permits any other entity or
      person to use the  Equipment  without  the prior  written  consent  of the
      Lessor;

      e. Lessee or any  guarantor of this Lease  defaults on any  obligation  to
      Lessor, dies or ceases to exist;

      f. Lessee defaults on any other agreement it has with Lessor;

      g. A petition in  bankruptcy is filed by or against  Lessee,  or if Lessee
      sells all or a  substantial  part of  Lessee's  assets,  or if Lessee is a
      corporation and a majority of Lessee's voting stock is transferred,  or if
      Lessee makes an assignment for the benefit of creditors; or

      h. Any of the above-listed events of default occur with any respect to any
      guarantor.

21. REMEDIES. If Lessee is in default Lessor, with or without notice of any to
Lessee of any kind, may exercise any one or more of the following remedies,
cumulatively, concurrently or separately, and without any election of remedies
being deemed to have been made:

      a.    Lessor may enter upon Lessee's  premises and without any court order
            or other process of law may repossess and remove the  Equipment,  or
            render  the  Equipment  unusable  without  removal,  either  with or
            without notice to Lessee. Lessee hereby waives any trespass or right
            of action for damages by reason of such entry, removal or disabling,
            and any such repossession shall not constitute a termination of this
            Lease.

      b.    Lessor may require Lessee,  at its expense,  to return the Equipment
            in good repair,  excepting  ordinary  wear and tear  resulting  from
            proper use thereof, by delivering it, packed and ready for shipment,
            to such place or carrier as Lessor may specify.

      c.    Lessor may cancel or terminate this Lease and may retain any and all
            prior payments paid by Lessee;

      d.    Lessor may declare all current and future  payments under this Lease
            immediately  due and  payable,  including  as to any or all items of
            Equipment, without notice or demand to Lessee;

      e.    Lessor may  re-release  the  Equipment to any third  party,  without
            notice to Lessee,  upon such terms and  conditions  as Lessor  alone
            shall determine, or may sell the Equipment without notice to Lessee,
            at  private  or  public  sale,  at  which  sale  Lessor  may  be the
            purchaser.

      f.    Lessor  may sue for and  recover  from  Lessee the sum of all unpaid
            rents and other payments due under this Lease,  plus all accelerated
            future  payments due under this Lease,  discounted  to their present
            value at a  discount  rate of 8%,  as of the date of  default,  plus
            Lessor's  estimate  at the time this Lease was  entered  into of the
            value of Lessor's  residual  interest in the  Equipment,  reduced to
            present  value at a discount  rate of 8%, as of the date of default,
            less the net proceeds of disposition, if any, of the Equipment; and

      g.    Lessor may pursue any other  remedy  available at law, by statute or
            in equity

No right or remedy  conferred  upon or  reserved to Lessor is  exclusive  of any
other right or remedy provided or permitted herein, but each shall be cumulative
of every other right or remedy given herein or now or hereafter existing by law,
equity, statute or otherwise, and may be enforced concurrently therewith or from
time to time.  No single or  partial  exercise  by Lessor of any right or remedy
hereunder  shall  preclude  any other or further  exercise of any other right or
remedy.

22.  MULTIPLE  LESSEES.  Each Lessee is jointly and  severally  responsible  and
liable to Lessor  under this Lease.  Lessor may,  with the consent of any Lessee
hereunder,  modify,  extend or change any of the terms hereof without consent or
knowledge  of any  other  Lessee,  without  in any  way  releasing,  waiving  or
impairing any right granted to Lessor against any other Lessee.

23.  EXPENSE OF  ENFORCEMENT.  In the event any legal action is undertaken  with
respect to this Lease,  the prevailing  party (whether at trial or on appeal) in
any such action shall be entitled to recover its costs and  expenses  including,
but not limited to reasonable attorney's fee and costs for the services rendered
to such prevailing party.

24. MISCELLANEOUS.

      a.    LESSEE  ACKNOWLEDGES  THAT THIS LEASE IS NONCANCELABLE BY LESSEE FOR
            THE RENTAL TERM SET FORTH IN EACH SCHEDULE.

      b.    LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER,  NOR
            ANY SALEMAN,  BROKER OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT
            OF LESSOR. NO BROKER OR SUPPLIER, NOT ANY SALESMAN,  BROKER OR AGENT
            OF ANY VROKER OR SUPPLIER IS  AUTHORIZED  TO WAIVE OR ALTER ANY TERM
            OR  CONDITION  OF  THIS  LEASE,  AND  NO  REPRESENTATION  AS TO  THE
            EQUIPMENT  OR ANY  OTHER  MATTER BY A BROKER  OR  SUPPLIER,  NOR ANY
            SALESMAN,  BROKER OR AGENT OF ANY BROKER OR  SUPPLIER,  SHALL IN ANY
            WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM  LESSEE'S
            OBLIGATIONS SET FORTH IN THIS LEASE.

<PAGE>

      c.    SEVERABILTY.  This  Lease is  intended  to  constitute  a valid  and
            enforceable legal  instrument.  In the event any provision hereof is
            declared  invalid or  unenforceable,  such  provision will be deemed
            severable from the remaining  provisions of this Lease, all of which
            will remain in full force and effect.

      d.    ENTIRE AGREEMENT; NO ORAL MODIFICATION;  WAIVER. This instrument and
            the Schedules  executed by Lessor and Lessee  constitute  the entire
            agreement  between  Lessor and Lessee with respect to the  Equipment
            and the subject  matter of this Lease.  No  provision  of this Lease
            will be  modified  or  rescinded  unless  in  writing  signed  by an
            authorized  representative  of  Lessor.  WAIVER  BY  Lessor  of  any
            provision hereof in one instance shall not constitute a waiver as to
            any other instance.

      e.    JURISDICTION;  VENUE.  WITHOUT  LIMITING  THE RIGHT OF THE LESSOR TO
            BRING ANY  ACTION  OR  PROCEEDING  AGAINST  THE  LESSEE  OR  AGAINST
            PROPERTY OF THE LESSEE  ARISING OUT OF OR RELATING TO THE  EQUIPMENT
            OR THIS  LEASE IN THE  COURTS  OF OTHER  JURISDICTIONS,  THE  LESSEE
            IRREVOCABLY  SUBMITS TO THE  JURISDICTION OF ANY CALIFORNIA STATE OR
            FEDERAL  COURT,  AND THE  LESSEE  IRREVOCABLY  AGREES  THAT ANY SUCH
            ACTION MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR
            FEDERAL  COURT.  LESSEE  AGREES  THAT IF ANY  ACTION IS  BROUGHT  TO
            ENFORCE  ANY OF THE  PROVISIONS  OF THIS  LEASE BY  EITHER  PARTY IN
            CALIFORNIA,  ORANGE  COUNTY SHALL BE A PROPER PLACE FOR THE TRIAL OF
            SUCH ACTION.


LESSEE:   GLEDHILL/LYONS, INC.                   LESSOR:   GLOBAL VANTAGE LTD.
          DBA ACCURATE TECHNOLOGY

   /s/ David Lyons                                   /s/_Sheri Martin
---------------------------------               --------------------------------
       David Lyons                                       Sheri Martin
Title: President                                Title:   Documentation Manager
Date:  9-16-05                                  Date:    9-22-05


<PAGE>




                                                             GLOBAL VANTAGE LTD.
       2424 South East Bristol Street, Suite 280, Newport Beach, CA 92660
                                 (949) 574-9800
--------------------------------------------------------------------------------

                           EQUIPMENT LEASE SCHEDULE A

LEASE AGREEMENT NO.:       90501367

LESSOR:  GLOBAL VANTAGE LTD.

LESSEE:  GLEDHILL/LYONS, INC. DBA ACCURATE TECHNOLOGY

REFERENCE DATE:   9-16-05

Equipment leased (the Equipment) is described as follows:

QUANTITY          ITEM DESCRIPTION
--------------------------------------------------------------------------------

Vendor:  All American CNC Sales, Inc., 1521 N. Placentia Ave., Anaheim, CA 92806

            1     Used Mori Seiki  sh-40  W/Fanuc 16 M CNC  Control,  40 Station
                  Tool Changer, High Pressure Coolant, Serial #335










This  schedule  is  attached  to and made a part of that Mater  Lease  Agreement
referenced above.


LESSEE:   GLEDHILL/LYONS, INC.                   LESSOR:   GLOBAL VANTAGE LTD.
          DBA ACCURATE TECHNOLOGY

   /s/ David Lyons                                   /s/_Sheri Martin
---------------------------------               --------------------------------
       David Lyons                                       Sheri Martin
Title: President                                Title:   Documentation Manager
Date:  9-16-05                                  Date:    9-22-05

<PAGE>



                             DISCLAIMER OF OWNERSHIP

This undersigned (the "Lessee")  proposes to be the Lessee of certain  equipment
from Global Vantage Ltd. (the "Lessor")  pursuant to an Equipment  Lease between
Lessor and Lessee signed by the Lessee on September 16, 2005 (the "Lease").  The
equipment covered by the Lease is hereinafter referred to as the "Equipment".

The Equipment will be purchased by Lessor from Elite Machine Tool Company.  (the
"Vendor").  Lessee has made a down payment to the Vendor as part of the original
purchase  order,  and it is  contemplated  that,  upon  Lessor's  receipt of all
necessary  documentation  and  satisfaction of all conditions to Lessor entering
into the  Lease,  Lessor  shall pay the  Vendor  the  remaining  balance  of the
purchase  price and receive a bill of  sale/invoice  from the Vendor  covering a
100% interest in the Equipment.

The Lessee,  being  satisfied  that its payments  under the Lease are based only
upon  Lessor's  payments to the Vendor and not  Lessee's  down  payment,  hereby
consents to the Vendor  transferring  the entire  ownership in the  Equipment to
Lessor,  and,  effective  on the actual  transfer  of the  Equipment  to Lessor,
disclaims  any ownership  interest or rights in the  Equipment  except those the
Lessee has by virtue of being the Lessee under the Lease.


Date: Sept 16, 2005

LESSEE:

Gledhill/Lyons, Inc. dba Accurate Technology


By: /s/ David Lyons
  --------------------
Title:     President


<PAGE>



                             DELIVERY AND ACCEPTANCE
                                   CERTIFICATE


RE:      Master Lease Agreement No.:        90501367


To:      Global Vantage Ltd.

This will certify that all of the equipment listed on Equipment Lease Schedule A
("Schedule  A")  attached  hereto has been  delivered  to and  installed  at the
installation address(es) set forth on said Schedule A, and is hereby accepted as
of the date of this  Certificate  under the terms of Mater Lease  Agreement  No.
90501367  between  Lessor and  Gledhill/Lyons,  Inc. dba Accurate  Technology as
Lessee (the "Lease")

Each  item of  equipment  listed  on said  Schedule  A has been  inspected  by a
representative  of  Lessee  and is  found  satisfactory  and  acceptable  in all
respects for acceptance under said Lease.

Lessee hereby  authorizes and directs Lessor to: (a) attached said Schedule A to
(i) the referenced Lease Schedule, (ii) each UCC financing statement executed in
connection  with said  Lease  Schedule  and (iii)  all other  related  documents
referencing  the  equipment;  (b)  insert  all  serial  numbers  and  all  other
identifying  information and to make all corrections,  additions or deletions in
such  documents as necessary to reflect such final  listing of the equipment and
the  differences  from  any  preliminary  listing  of the  equipment  originally
attached  to or included in the Lease  Schedule;  and (c) make  payments to each
vendor of the equipment pursuant to such Vendor's invoice or any purchase order,
purchase agreement or supply contract with such vendor,  receipt and approval of
which are hereby reaffirmed by Lessee.

Lessee  hereby  also  reaffirms  all  of  its  representations,  warranties  and
covenants as set forth in the Lease as of the date hereof and certified  that no
event or condition has occurred and is continuing which  constitutes an Event of
Default  under the Lease or would  constitute  such an Event of Default with the
passage of tie or the giving of notice or both.


                               Acceptance Date:  9-22-05

                               Lessee:           Gledhill/Lyons, Inc.
                                                 dba Accurate Technology

                               By Signature:     /s/ David Lyons
        `                                        ------------------------
                               Typed Name: David Lyons

                               Title: President


                                                             GLOBAL VANTAGE LTD.
       2424 South East Bristol Street, Suite 280, Newport Beach, CA 92660
                                 (949) 574-9800
--------------------------------------------------------------------------------

                                 PURCHASE OPTION

The  undersigned  Lessor and Lessee agree with reference to Lease  Agreement No.
90501367, as follows:

Lessee  shall  have the right  option  (on the terms  and  conditions  contained
herein) to purchase  all,  but not less than all, of Lessor's  right,  title and
interest in and to the Equipment covered by the  above-referenced  Lease between
Lessor and Lessee,  AS IS, in its then conditioned and at its then location,  on
the  last  day of the  term  of the  Lease.  The  option  herein  granted  shall
terminate, without notice, upon the earlier of:

1. The occurrence of an event of default under the Lease and the  continuance of
such default for ten (10) days;

2. Repossession of the Equipment; or

3. Sixty (60) days prior to the last day of the tern of the Lease.

The option may not be assigned by Lessee. It shall be a condition precedent to
Lessee's right to exercise the option that:

      a.    All amounts due under the Lease have been paid;
      b.    All  amounts to become due under the Lease or this  Purchase  Option
            have been prepaid;
      c.    Lessee is not in default under the Lease; and
      d.    No event  has  occurred  which,  with the  giving  of  notice or the
            passage of time, or both, would constitute an event of default under
            the Lease.

This option shall be exercised by delivery of written notice to Lessor by Lessee
of Lessee's  exercise  of this  option not  earlier  than 120 days prior to, nor
later than 60 days prior to, the last day of the term of the Lease together with
payment to Lessor of the purchase price of said Equipment as set forth below and
payment to Lessor all sales and other taxes  applicable to Lessee's  purchase of
the Equipment.

If litigation  arises in connection with the option,  the prevailing party shall
be entitled to recover its attorney's fees. Time is the essence hereof.

The purchase price under this option is:    $101.00

LESSEE:                                              LESSOR:

Gledhill/Lyons, Inc. dba Accurate Technology         GLOBAL VANTAGE LTD.

BY:  /s/ David Lyons                                 BY: /s/ Sheri Martin
     -------------------                                ---------------------
         David Lyons                                         Sheri Martin

TITLE: President                                    Title: Documentation Manager

DATE: 9-16-05                                        DATE: 9-21-05



Note: Use full legal name(s). Signature(s) must be only
           Those duly authorized corporate officers, partners
           Or proprietors, with title indicated.

<PAGE>

                                                                Lease # 90501367

Equipment Location:
1521 N. Placentia Ave.
Anaheim, CA 92806


                                    LESSEE CERTIFICATION

In connection  with the above  referenced  lease between  Global  Vantage Ltd as
Lender and Gledhill/Lyons, Inc. dba Accurate Technology as Lessee,


Lessee hereby certifies the following is true and correct:


      1: That the credit,  financial statements,  and tax returns of the Lessees
      and  guarantors  are  as  presented  in  the  lease   submission   without
      substantial deviation.

      2: That no Lessee(s) or any guarantor of the lease are  currently  parties
      to any bankruptcy, reorganization or Insolvency proceeding.

      3: That no part of the security property has been damaged, unless repaired
      to the satisfaction of Lender

      4: That no part of the security property has been taken in condemnation or
      other like  proceeding not is any such  proceeding  pending or known to be
      contemplated.


The undersigned executed this certificate the 16th day of September, 2005.

LESSEE:

Gledhill/Lyons, Inc. dba Accurate Technology.

 /s/ David Lyons
 ---------------
David Lyons




<PAGE>



                 CERTIFICATE CONERNING AUTHORITY AND INCUMBENCY

                              GLEDHILL/LYONS, INC.

I hereby certify that I am the duly elected and serving  Secretary or Assistance
Secretary of the Corporation named above, am duly authorized to make and deliver
this Certificate and that as of the date hereof:

1.    The  officers  listed  below have been duly  authorized  by all  necessary
      corporate action to enter into equipment  leasing or finance  transactions
      with Global  Vantage Ltd. And in  connection  therewith to execute  master
      lease agreements, related lease schedules, security agreements, promissory
      notes,  financing  transactions,  on such  terms  and  conditions  as said
      officers  or ant one of them  determines  are in the best  interest of the
      Corporation  and that such  determination  is properly  evidenced by their
      signature of  signatures  on said  documents or  instruments  and that the
      corporate  action  granting or creating such  authority is still valid not
      having been amended, modified or withdrawn.

2.    The  following  persons hold the  corporate  offices  listed next to their
      names, and were duly elected or appointed to such offices by all necessary
      corporate  action and that the  signatures  affixed  hereto are their true
      signatures.

   NAME                      OFFICE HELD                         SIGNATURE
1. David Lyons               President                         /s/ David Lyons
2. ____________________________________________________________________________
3. ____________________________________________________________________________
4. ____________________________________________________________________________


3.    Global  Vantage  Ltd.,  is  successors  and  assigns  may rely  upon  this
      Certificate  and the continued  incumbency and corporate  authority of the
      individuals  named in the preceding  paragraph  until they receive written
      notice from the  Corporation  to the contrary  (and in no event shall such
      notice  affect  the right of Global  Vantage,  Ltd.,  its  successors  and
      assigns to so rely hereon with  respect to any  documents  or  instruments
      executed and delivered or any  transactions  undertaken  prior to the date
      upon which such notice is received by them).

      IN WITNESS  WHEREOF,  I have unto set my hand and affixed the seal of this
Corporation this 16th day of September, 2005.


ATTEST: _______________                  SIGNATURE:  /s/_Bill Gledhill
                                                  ----------------------------
                                                  TYPED NAME: William Gledhill
                                                  TITLE:   Secretary

(Corporate Seal)

<PAGE>



                                                             GLOBAL VANTAGE LTD.

                                 LEASE SCHEDULE

LEASE AGREEMENT NO.: 90501367

Between Global Vantage Ltd. (LESSOR)
And Gledhill/Lyons, Inc. dba Accurate Technology (LESSEE)


1.    EQUIPMENT DESCRIPTION:

      Quantity          Item                                 Model/Serial No.

      See attached Equipment Lease Schedule A

2.    EQUIPMENT LOCATION:

      The  above-referenced  Equipment  is to be  delivered  to and  located  on
Lessee's premises at:

                      1521 N. Placentia, Anaheim, CA 92806

3.    RENTAL TERM:   36 Months

4.     RENTAL:

       The first payment in the amount of $3,162.50 is due 9-22-05.

      Subsequent  rental payments will be in the same amount and due on the same
day monthly thereafter.

5.    NUMBER AND AMOUNT OF ADVANCE RENTAL PAYMENTS:

      NUMBER: First              AMOUNT: $3,162.50

6.    Purchase Amount: $101.00

7.    THIS  SCHEDULE AND ITS TERMS AND  CONDITIONS  ARE HEREBY  INCORPORATED  BY
      REFERENCE IN THE ABOVE EQUIPMENT LEASE AGREEMENT. LESSEE PERMITS LESSOR TO
      INSERT MODEL AND SERIAL NUMBERS OF EQUIPMENT WHEN DETERMINED BY LESSOR.


       LESSEE:                                   LESSOR:

       GLEDHILL/LYONS, INC. DBA
       ACCURATE TEHCNOLOGY                       GLOBAL VANTAGE LTD.

       BY: /s/ David Lyons                       BY: /s/ Sheri Martin
         ------------------                         ---------------------------
         David Lyons                                     Sheri Martin

       TITLE: President                           TITLE: Documentation Manager

       DATE: 9-16-05                              DATE: 9-21-05
            -------                                    -------




<PAGE>



               CERTIFIED COPY OF CORPORATE RESOLUTION TO GUARANTY

LEASE AGREEMENT # 90501367

The undersigned hereby certifies that he/she is the CFO of GATEWAY INTERNATIONAL
HOLDINGS,  INC. a corporation  validly  existing and organized under the laws of
the  State of  NEVADA  which  Corporation  is  presently  operating  and in good
standing under the laws of such State and is duly qualified to conduct  business
within the State of CALIFORNIA at 3840 E. Eagle Drive,  Anaheim,  CA 92807; that
the following is a true and accurate  transcript of resolutions  duly adopted by
the Board of Directors of said  Corporation  in accordance  with the Articles of
Incorporation  and By-Laws of said  Corporation,  and that said resolutions have
not been  amended,  rescinded,  modified or  revoked,  and are in full force and
effect:


RESOLVED,  that the  officer(s)  of this  Corporation,  whose  name(s) and title
appear below,  is/are hereby  authorized and empowered in the name and an behalf
or this Corporation to enter into,  execute and deliver to Global Vantage,  Ltd.
("Global")  any guaranty that may be required by Global in  connection  with the
leasing of personal  property by Global to  GLEDHILL/LYONS,  INC.  DBA  ACCURATE
TECHNOLOGY.

Lawrence Consalvi, President
----------------------------                        ----------------------------
(Insert name and title of                           (Insert name and title of
 authorize officer)                                  authorize officer)

Signature Specimen:                                 Signature Specimen
 /s/ Lawrence Consalvi
----------------------------                        ----------------------------

FURTHER RESOLVED,  that the above designated  officer(s) of this Corporation are
hereby  authorized  to do and  perform  all  other  acts and  deeds  that may be
required or necessary to fully carry into effect the foregoing resolution; and

FURTHER  RESOLVED,  that  Global  is  authorized  to  rely  upon  the  aforesaid
resolutions until,  receipt by it of written notice of any change, which changes
of  whatever  name  shall nor be  effective  as to Global to the  extent i t has
relied upon the foregoing resolutions.

I FURTHER CERTIFY that the duly elected  officer(s) of this Corporation named in
the foregoing Resolution continues to hold his/her/their respective office.

I  FURTHER  CERTIFY  that I have  set my  hand  and  affixed  the  seal  of said
Corporation on this 16th day of September, 2005.

(CORPORATE SEAL)

                                                              /s/ JITU BANKER
                                                              ------------------
                                                              Jitu Banker, CFO


<PAGE>



                          CONTINUING GUARANTY OF LEASE

The undersigned  ("Guarantor") is executing this guaranty at the solicitation of
Gledhill/Lyons, Inc. dba Accurate Technology ("Lessee") to induce Global Vantage
Ltd.  ("Lessor"),  whose address is 2424 South East Bristol  Street,  Suite 280,
Newport  Beach,  California  92660 to extend  credit to Lessee  pursuant to that
certain Lease Agreement No.  90501367  between Lessor and Lessee dated September
16th, 2005 (the "Lease").

1. For  valuable  consideration,  the receipt  and  adequacy of which are hereby
acknowledged,  Guarantor unconditionally and absolutely guarantees to Lessor the
due and punctual  payment and performance of all of Lessee's  present and future
indebtedness   and  obligation  to  Lessor  under  the  Lease,   and  under  all
modifications,  amendments,  renewals  and  extensions  of the Lease,  including
payment to Lessor of all rents and  monies due and to become due to Lessor  from
Lessee under the Lease in the amounts and at the times set out in the Lease, and
performance of all the terms,  covenants and  conditions of the Lease.  All such
indebtedness   and   obligations  are  referred  to  in  this  guaranty  as  the
"Indebtedness" and will be payable by Guarantor to Lessor, or order, immediately
on  demand  in  the  events  of  any  default  by  Lessee  with  respect  to the
Indebtedness  or any part thereof.  All payments  shall be made to Lessor at the
address  indicated above, or such other address as Lessor may direct in writing,
in lawful money of the United States without setoff,  deduction or counterclaim.
Time is of the essence in the performance by Guarantor under this guaranty.

2.  Guarantor is fully aware of the  financial  condition  of Lessee.  Guarantor
represents  and  warrants  that he is in a  position  to obtain  any  additional
information  concerning  Lessee as Guarantor may desire.  Guarantor  assumes the
fully  responsibility  for being and keeping  himself  informed of the financial
condition and assets of Lessee and of all other  circumstances  bearing upon the
risks of nonpayment of the  Indebtedness  which  diligent  inquiry would reveal.
Absent a written request for such information by Guarantor, Lessor shall have no
duty to advise Guarantor of information known to it regarding such conditions or
any such circumstances,  regardless of whether Lessor has reason to believe that
any such information  materially  increases the risk beyond that which Guarantor
intends to assume or has reason to believe that such  information  is unknown to
Guarantor or has a reasonable  opportunity  to communicate  such  information to
Guarantor.  By executing this  guaranty,  Guarantor  knowingly  accepts the full
range of risks encompassed within a contract of continuing  guaranty which risks
Guarantor   acknowledges   includes  the  possibility  that  Lessee  will  incur
additional  Indebtedness  for  which  Guarantor  will be liable  after  Lessee's
financial condition or ability to pay such Indebtedness has deteriorated.

3.  Guarantor  authorizes  Lessor,  whether  before or after  revocation or this
guaranty,   without  notice  or  demand  and  without   affecting  or  impairing
Guarantor's  liability  hereunder,  from  time  to time to do one or more of the
following:  (a) renew,  compromise,  settle,  extend,  increase,  accelerate  or
otherwise  change the time for  payment,  discharge  or  performance  of the new
Indebtedness  or any part thereof;  (b) change the terms of the  Indebtedness or
any part thereof, including increase or decrease of the rate of interest thereon
or the rent; (c) take and hold security for the payment of the  Indebtedness  or
any part thereof or any guarantee thereof,  and subordinate,  exchange,  modify,
vary,  enforce,  waive,  release  (intentionally or  unintentionally),  renew or
abstain from perfecting or taking advantage of any security;  (d) apply any sums
received from Lessee or any other person or from the disposition of any security
to any  indebtedness  whatsoever  owing from Lessee or such person or secured by
such security, in such manner and order as Lessor determines,  and regardless of
whether  such  Indebtedness  is secured or is due and  payable;  or (f) release,
substitute or add any one or more  cosigners,  endorsers or other  guarantors of
the Indebtedness.

<PAGE>

4. Guarantor waives: (a) all presentments,  demands for performance,  notices of
nonperformance, protests, and all other notices, including notices of all of the
following:  protest, dishonor. Acceptance of this guaranty, any default, partial
payment or nonpayment of all or any part of the  Indebtedness and the existence,
creation  or  incurring  of new or  additional  Indebtedness;  (b) any  right to
require Lessor to proceed against Lessee or any other person, to proceed against
or  exhaust  any  security  held  from  Lessee  or  any  other  person  for  the
Indebtedness,  to proceed against or exhaust any security held from Guarantor or
any other  person for this  guaranty  or to pursue any other  remedy in Lessor's
power whatsoever; (c) the benefits of any laws which provide that the obligation
of  guarantor  must  neither  be  larger in amount  not in other  respects  more
burdensome  than that if the principal or which reduce a guarantor's  obligation
in proportion to the principal obligation;  (d) any defense arising by reason of
the invalidity,  illegality or lack or enforceability of the Indebtedness or any
part  thereof,  or by  reason  of any  incapacity,  lack  of  authority,  death,
disability or other  defense of Lessee or any other person,  or by reason of the
failure  of  Lessor  to  file  or  enforce  a  claim   against  the  estate  (in
administration,  bankruptcy  or any  other  proceeding)  of  Lessee or any other
person,  by or by  reason of the  cessation  from any  cause  whatsoever  of the
liability  of Lessee or any other  person with respect to all or any part of the
Indebtedness,  or by reason  of any act or  omission  of Lessor or others  which
directly  or  indirectly  results in the  discharge  or release of Lessee or any
other person or any Indebtedness or any security therefore, whether by operation
or law or otherwise;  (e) any defense arising because of Lessor's  election,  in
any proceeding  instituted under the federal Bankruptcy Code, of the application
of Section 1111 (b)(2) of the federal  Bankruptcy Code; (f) any defense based on
any borrowing or grant of a security  interest  under Section 364 of the federal
Bankruptcy  Code;  (g) any  defense  arising  by reason or  Lessor's  failure to
obtain, perfect,  continue,  maintain or keep in force any security interest in,
lien or encumbrance  upon, any property,  whether as owner thereof or the holder
of a  security  interest  or lien or  encumbrance  thereon,  being  invalidated,
avoided, declared void, fraudulent or preferential or otherwise set aside, or by
reason of any impairment by Lessor of any right to recourse or  collateral;  (h)
any right to require  Lessor to marshall any assets in favor or  Guarantor;  (i)
any defense based upon any failure of Lessor to give Lessee or Guarantor  notice
of any sale or other  disposition  of any  property  securing  any or all of the
indebtedness or any guarantee t hereof,  or any defect in any notice that may be
given in connection with any sale or other disposition of any such property,  or
any  failure  of  Lessor to  comply  with any  provision  of  applicable  law in
enforcing any security interest in or lien upon any such property, including any
failure by Lessor to dispose of any such property in a  commercially  reasonable
manner; (j) any defense based upon or arising out of any bankruptcy, insolvency,
reorganization,  arrangement,  readjustment of debt,  liquidation or dissolution
proceeding  commenced by or against  Lessee or any other  person,  including any
discharge of, or bar against collecting,  any of the Indebtedness (including any
interest thereon), in or as a result of any such processing; and (k) any defense
based on any dissolution or termination  of, or increase,  decrease or change in
membership of any guarantor or Lessee which is a partnership.

5. Guarantor expressly waives all rights of, or to, subrogation,  reimbursement,
indemnity,  exoneration,  contribution, or any other rights, remedies or claims,
whether contractual,  legal, equitable,  or otherwise,  which Lessor o any other
party may have or acquire,  against  Lessee,  and waives any benefit of, and any
right to participate in, any security now or hereafter held by Lessor.

6. Lessor may, at its election,  but without  obligation to do so,  exercise any
right or  remedy  it may have  against  Lessee  or any  other  person or real or
personal  property security it holds for the Indebtedness or any part thereof or
any  guaranty  thereof,   including  foreclosing  a  trust  deed  judicially  or
nonjudicially to taking a deed, assignment or transfer in lieu of foreclosure as
to any such property, without affecting or impairing in any way the liability of
Guarantor hereunder except to the extent of the Indebtedness has been paid, even
if the effect of such  action is to destroy or diminish  Guarantors  subrogation
rights, Guarantors right to proceed against Lessee for reimbursement, Guarantors
right to recover  contribution  from any other  guarantor  or any other right or
security,  and  Guarantor  waives  any  defense  arising  out  of  the  absence,
impairment or loss of any right of Guarantor of  subrogation,  reimbursement  or
contribution  or o any  other  right  or  security,  whether  resulting  from an
election of  remedies  by Lessor or any act or omission by Lessor or  otherwise,
Without   limiting  are  foregoing,   Guarantor   understands   that  if  Lessor
nonjudicially  forecloses  any trust deed now of  hereafter  securing any of the
Indebtedness or any part thereof, Guarantor will remain liable to Lessor for any
deficiency  for which  Guarantor is liable and may lose other  rights,  and even
though  Guarantor  would have retained such rights if Lessor had foreclosed said
trust deed by  judicial  rather  than  nonjudicial  foreclosure.  Without in any
manner  limiting the generality of the foregoing or any other  provision of this
guaranty,  Guarantor  waives the benefits of the  provisions  of Sections  2809,
2810,  2819,  2839,  2845,  2850, 2899 and 3433 of the California Civil Code and
Sections 580a, 580d and 726 of the California Code of Civil  Procedure,  and any
similar or analogous statues of this or any other jurisdiction.

<PAGE>

7. The obligations of Guarantor  hereunder are independent of the obligations of
Lessee.  A separate  action or actions  may be brought  and  prosecuted  against
Guarantor  without first  proceeding  against  Lessee or any other person or any
security  held by Lessor and  without  pursuing  any other  remedy  and  without
joining  Lessee or any other  person in any such  action or  actions.  Guarantor
waives  the  benefit  of any  statue  of  limitations  affecting  his  liability
hereunder of the enforcement  thereof.  Any payment of any Indebtedness or other
act which shall toll any statute of  limitations  applicable  thereto shall also
operate to toll such statute of limitations  applicable to Guarantor's liability
hereunder.

8. Any  indebtedness  of Lessee now or  hereafter  held by  Guarantor  is hereby
subordinated to the Indebtedness of Lessee to Lessor;  and such  indebtedness of
Lessee to  Guarantor  if Lessor so requests  shall be  collected,  enforced  and
received  by  Guarantor  as  trustee  for  Lessor  and be paid over to Lessor on
account  of the  Indebtedness  of Lessee  to  Lessor  but  without  reducing  or
affecting in any manner the liability of Guarantor under the other provisions of
this guaranty.  Should  Guarantor fail to collect proceeds of debt owed to it by
Lessee and pay the proceeds to Lessor,  Lessor as  Guarantor's  attorney-in-fact
may do such acts and sign such documents in Guarantor's name as Lessor considers
necessary to effect such collection.

9. It is not necessary for Lessor to inquire into the powers of Lessee or of the
officers,  directors,  partners  or agents  acting or  purporting  to act on its
behalf,  and any  Indebtedness  made or created in reliance  upon the  professed
exercise of such powers shall be guaranteed hereunder.

10.  Guarantor  agrees to pay reasonable  attorney's fee and all other costs and
expenses which may be incurred by Lessor in any effort to collect or enforce the
Indebtedness or this guaranty.

11.  Nothing  shall  discharge or satisfy the  liability of Guarantor  hereunder
except the full performance and payment of the Indebtedness of Lessee to Lessor.
If any payment with respect to any or all of the  Indebtedness  by any person or
from any property is  subsequently  invalidated,  avoided,  declared to be void,
fraudulent, or preferential or otherwise set aside, and is required to be repaid
by Lessor to a trustee,  receiver or any other party under any  bankruptcy  act,
state or federal, common low or equitable cause or otherwise, then to the extent
of such repayment, the obligation or part thereof intended to be satisfied shall
be revived  and  continued  in full force and effect as if such  payment had not
been made.  When any claim is asserted  that any such payment is invalid,  void,
fraudulent,  preferential  or otherwise  subject to being set aside,  Lessor may
compromise or settle any such claim and to the extent of any repayment by Lessor
as part of any such  compromise or  settlement,  the  obligation or part thereof
intended to be satisfied  shall  likewise be revived and continued in full force
and effect as if such payment had not been made. In each case, payments received
by Lessor  which  are so  repaid  shall not  discharge,  satisfy  or reduce  the
liability of Guarantor  hereunder and Guarantor shall be and remain fully liable
therefore.

12. Guarantor warrants,  represents and covenants to Lessor that all Guarantor's
financial statements,  including income statement(s) and balance sheet(s), which
may  have  been  delivered  to  Lessor,  properly  state  Guarantor's  financial
condition,  that  there has been no  material  adverse  change in the  financial
condition of Guarantor as reflected in the statements since the date thereof and
that the  statements  do not fail to  disclose  any facts or facts  which  might
materially and adversely  affect  Guarantor's  financial  conditions,  including
litigation  commenced,  tax lien filed,  defaults claimed under his indebtedness
for borrowed money or bankruptcy  proceedings commenced against Guarantor by any
person.

13.  This  guaranty  shall inure to the benefit or Lessor,  its  successors  and
assigns,  and shall bind the heirs,  executors,  administrators,  successors and
assigns of Guarantor.  Any married  person who signs this  guaranty  agrees that
recourse may be had against his or her  separate  property for all of his or her
obligations hereunder. This guaranty is assignable by Lessor without notice with
respects to all or any portion of the Indebtedness  hereby guaranteed,  and when
so assigned,  Guarantor  shall be liable to the  assignees  under this  guaranty
without in any manner  affecting  the  liability  or  Guarantor  hereunder  with
respects to any Indebtedness  retained by Lessor and, in such event,  unless the
context otherwise requires,  the term "Lessor" as used herein shall also include
such assignees.

14. This guaranty  shall be governed by and  construed  according to the laws of
the State of California.  Whenever the context so requires, the masculine gender
includes the feminine or neuter,  and the singular  includes the plural. As used
herein, "any other person" shall include without limitation, any other guarantor
of the Indebtedness or any part thereof, any endorsement thereof or any co-maker
thereof, "including" shall not be limiting, and "or" shall not be exclusive. All
authorizations,  consents  and waivers  made by  Guarantor  with  respect to any
security  shall be  applicable  to any property  lease under the Lease.  If this
guaranty is executed by more than one  Guarantor,  their  obligations  hereunder
shall be joint and several.  The  invalidity or  unenforceability  of any one or
more provisions of this guaranty will not affect any other provision.

<PAGE>

15. All actions or proceedings  relating directly or indirectly to this guaranty
shall,  at the  option  of  Lessor,  be  litigated  in  courts  of the  State of
California  or of the United States of  California,  located in the county where
Lessor's address set forth above is located.  Guarantor  consents and submits to
the jurisdiction of any such court.  Guarantor consents to service of process by
means  authorized  by California  or federal law.  Guarantor  waives any and all
objections  which  Guarantor  may have as to the  jurisdiction  or venue or such
courts and any and all rights Guarantor may have to transfer or change the venue
of any such action on proceeding.

16. This guaranty  constitutes the entire agreement of Guarantor and Lessor with
respects to the subject  matter hereof and there are no promises,  statements or
representations  of any  kind or  nature  whatsoever  other  than  those  herein
contained. No delay or failure by Lessor to exercise any right or remedy against
Guarantor  will be construed as a waiver of that right or remedy.  The terms and
provisions  of this  guaranty  may not be waived,  altered,  modified or amended
except by written  instrument  executed by Guaranty  and Lessor.  All rights and
remedies of Lessor against  Guarantor are cumulative and not exclusive and maybe
exercised successively or concurrently. No exercise or any right or remedy shall
be deemed to be an election of remedies and preclude exercise of any other right
or remedy.

17. Any  notice,  demand or request to  Guarantor  shall be given in writing and
shall be deemed given when personally served on Guarantor or mailed (first class
U.S. mail postage  prepaid) or delivered to  Guarantor's  Address for Notice set
forth below. Any notice, demand, or request to Lessor shall be in writing and be
deemed  given when  received by Lessor by personal  delivery or first class U.S.
mail postage prepaid at the address indicated above.

18. This is a  continuing  guaranty.  Revocation  shall be  effective  only upon
written  notice being  received  personally  by an officer of Lessor at Lessor's
address  indicated  above,  or being  received  by  Lessor  at such  address  by
certified or registered United States mail, return, receipt, requested,  postage
prepaid  addressed to such  address.  Notice shall be effective at any office or
Lessor  should  the  office at the  address  above no  longer  be in  existence.
Revocation  shall be effective  at the close of the  Lessor's  business day when
such  notice is  received.  The  revocation  shall be  effective  only as to the
revoking  party and  notwithstanding  such  revocation,  this  guaranty  and all
authorizations,  waivers and  provisions  hereof  shall remain in full force and
effect as to that party's  obligations with respect to Indebtedness  outstanding
on the effective date of the revocation and all extensions, renewals, amendments
and modifications thereof.

19. No person  executing  this  guaranty is doing so in  consideration  of or in
reliance on any other person  executing  this guaranty or any other  guaranty of
Indebtedness.

20. There is no limitation on Guarantor's liability under this guaranty.

Guarantor:
GATEWAY INTERNATIONAL HOLDINGS, INC.

BY:/s/ Lawrence Consalvi
   ---------------------------------
       Lawrence Consalvi, President

Printed Name:     Gateway International Holdings, Inc.
Address:          3840 E. Eagle Drive
                  Anaheim, CA 92807
                                                   GUARANTOR'S SIGNATURE MAY NOT
                                                     BE WITNESSED BY GUARANTOR'S
                                                   SPOUSE OR OTHER FAMILY MEMBER
Date:_9-16-05
Witness By: /s/William LeToon
          -------------------
Printed Name: William LeToon
Home Address: 983 Las Palmas
              Irvine, CA 92602