Unassociated Document


    
      EMPLOYMENT
AGREEMENT

      


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

      


      RECITALS

      


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

      


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

      


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

      


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

      


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

      


      AGREEMENT

      


      
        	
                1.

              	
                EMPLOYMENT.

              


      

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


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

      


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

      


      
        	
                2.

              	
                TERM
      AND RENEWAL.

              


      

      


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

      


      
        	
                3.

              	
                COMPENSATION
      AND BENEFITS.

              


      

      


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

      


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

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

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

      


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

      


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

      


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

      


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

      


      
        	
                4.

              	
                TERMINATION
      OF EMPLOYMENT.

              


      

      


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

      


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

      


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

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


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

      


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

      


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

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


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

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      
        	
                 
      

              	
                (b)

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

              


      

      
        	
                 
      

              	
                (c)

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

              


      

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      
        	
                 
      

              	
                (b)

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

              


      

      
        	
                 
      

              	
                (c)

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

              


      

      


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

      


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

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


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

      


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

      


      
        	
                5.

              	
                RESTRICTIVE
      COVENANTS.

              


      

      


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

      


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

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


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

      


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

      


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

      


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

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


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

      


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

      


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

      


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

      


      
        	
                6.

              	
                MISCELLANEOUS
      PROVISIONS.

              


      

      


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

      


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

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


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

       

      
        
          	
                	
                  If
      to Executive:

                	
                  Timothy
      D. Consalvi

                


        

      

      2642 East
Denise Avenue

      Orange,
CA 92867

      Facsimile
No. ________________

      


      


      
        
          	
                  
                  

                	
                  If
      to the Company: 

                	
                  Gateway
      International Holdings, Inc.

                


        

      

      3840 East
Eagle Drive

      Anaheim,
CA 92807

      Attn.
Chief Executive Officer

      Facsimile
No. _________________

      


      
        
          	
                	
                  with
      a copy to:

                	
                  The
      Lebrecht Group, APLC

                


        

      

      9900 Research Dr.

      Irvine,
CA  92618

      Attn.  Craig V. Butler,
Esq.

      Facsimile No. (949)
635-1244

      


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

      


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

      


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

      


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

      


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

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      


      [signature
page follows]

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      


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

      


      


      
        
          
            
              
                	
                        Gateway
      International Holdings, Inc.,

                      	 	
                        Timothy
      D. Consalvi,

                      
	
                        a
      Nevada corporation

                      	 	
                        an
      individual

                      
	 
      	 	 
      
	 
      	 	 
      
	
                        /s/
      George Colin

                      	 	
                        /s/
      Timothy D. Consalvi 

                      
	
                        By:           George
      Colin

                      	 	
                        Timothy
      D. Consalvi

                      
	
                        Its:           Chief
      Executive Officer

                      	 	 
      


              

            

          

        

      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      Exhibit A to Employment
Agreement between

      Gateway Holdings
International, Inc. and Timothy D. Consalvi

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

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

              


      

      


      
        	
                 
      

              	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      
        	
                 
      

              	
                (iii)

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