Unassociated Document


    
      PROMISSORY
NOTE

       

      
        
          	
                  $650,000

                	
                  December
      8, 2008

                
	 
      	
                  Tustin,
      CA

                


        

         

      

      For value
received, Gateway International Holdings, Inc., a Nevada corporation (the
“Company”), promises to pay to Joseph Gledhill and/or Joyce Gledhill,
individuals, or his/her assigns (Joseph Gledhill and Joyce Gledhill are referred
to herein as the “Holder”) the principal sum of Six Hundred Fifty Thousand
Dollars ($650,000) (the “Principal Amount”).  The principal hereof and
any unpaid accrued interest thereon shall be due and payable in accordance with
Section 2, below, but in no event later than 5:00 p.m., Pacific Standard Time,
on May 31, 2009 (the “Maturity Date”).  Payment of all amounts due
hereunder shall be made at the address of the Holders provided for in Section 8
hereof.  If payments are timely made in accordance with Section 2,
below, no interest shall accrue.  For any late or missed payments
interest shall accrue on the outstanding principal amount at the rate of eight
percent (8%) per annum, compounded annually based on a 365-day
year.  Interest shall commence with the first missed or late payment
and shall continue on the outstanding principal until paid in full.

       

      1.           HISTORY OF THE
NOTE.  This Note is being delivered to Holder in full
satisfaction of monies loaned to the Company pursuant to that certain promissory
note issued by the Company to Holder dated January 26, 2007, and amended on May
5, 2008 and August 5, 2008, a copy of which is attached hereto as Exhibit A (the
“Original Gledhill Note”).  Upon payment in full of this Note, in
accordance with its terms, no amounts shall remain owing under this Note or the
Original Gledhill Note.

       

      2.           PAYMENT
SCHEDULE.  The amounts due under this Note are payable as
follows:  (i) $200,000 by January 31, 2009; (ii) $100,000 by February
28, 2009; (iii) $100,000 by March 31, 2009; (iv) $100,000 by April 30, 2009; and
(v) $150,000 by May 31, 2009.

       

      3.           PREPAYMENT.  The
Company may, at its option, at any time and from time to time, prepay all or any
part of the principal balance of this Note, without penalty or premium, provided
that concurrently with each such prepayment the Company shall pay accrued
interest on the principal, if any, so prepaid to the date of such
prepayment.

       

      4.           TRANSFERABILITY.  This
Note shall not be transferred, pledged, hypothecated, or assigned by the Company
without the express written consent of the Holder, which he may grant in his/her
sole discretion.

       

      5.           REPAYMENT
GUARANTY.  The repayment of this Note in accordance with its
terms will be guaranteed by Money Line Capital, Inc., a California corporation,
in the form of personal guaranties attached hereto as Exhibit
B.  Upon an Event of Default, as defined below, the Holder may
collect any and all amounts due and owing by the Company under this Note from
Money Line Capital, Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.           DEFAULT.  The
occurrence of any one of the following events shall constitute an Event of
Default:

       

      


      (a)           The
non-payment, when due, of any principal or interest pursuant to this
Note;

      


      (b)           The
material breach of any representation or warranty in this Note.  In
the event the Holder becomes aware of a breach of this Section 6(b), then
provided such breach is capable of being cured by Company, the Holder shall
notify the Company in writing of such breach and the Company shall have five (5)
business days after notice to cure such breach;

      


      (c)           The
breach of any covenant or undertaking, not otherwise provided for in this
Section 6;

      


      (d)           The
commencement by the Company of any voluntary proceeding under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, receivership,
dissolution, or liquidation law or statute of any jurisdiction, whether now or
hereafter in effect; or the adjudication of the Company as insolvent or bankrupt
by a decree of a court of competent jurisdiction; or the petition or application
by the Company for, acquiescence in, or consent by the Company to, the
appointment of any receiver or trustee for the Company or for all or a
substantial part of the property of the Company; or the assignment by the
Company for the benefit of creditors; or the written admission of the Company of
its inability to pay its debts as they mature;

      


      (e)           The
commencement against the Company of any proceeding relating to the Company under
any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt,
receivership, dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, provided, however, that the commencement of
such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or
said proceeding shall remain undismissed for twenty (20) days; or the issuance
of any order, judgment or decree for the appointment of a receiver or trustee
for the Company or for all or a substantial part of the property of the Company,
which order, judgment or decree remains undismissed for twenty (20) days; or a
warrant of attachment, execution, or similar process shall be issued against any
substantial part of the property of the Company; or

      


      Upon the
occurrence of any Default or Event of Default, the Holder, may, by written
notice to the Company, declare all or any portion of the unpaid principal amount
due to Holder, together with all accrued interest thereon, immediately due and
payable, in which event it shall immediately be and become due and payable,
provided that upon the occurrence of an Event of Default as set forth in
paragraph (e) or paragraph (f) hereof, all or any portion of the unpaid
principal amount due to Holder, together with all accrued interest thereon,
shall immediately become due and payable without any such
notice.  Upon the occurrence of any Default or Event of Default the
Holder may also pursue collection against the guarantors listed in Section 6,
above.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      7.           NOTICES.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the Party to be notified,
(b) when sent by confirmed facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, or (c) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt.  All
communications shall be sent as follows:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            If
      to the Company: 

                                                                          	 	Gateway
      International Holdings, Inc.	 
	 	 	3840 East Eagle
      Drive	 
	 	 	Anaheim, CA
      92807	 
	 	 	Attn. Chief
      Executive Officer	 
	 	 	
                                                                            Facsimile
      No.:

                                                                          	 	 
	 	 	 	 	 
	
                                                                            If
      to Holder:

                                                                          	 	
                                                                            Joseph
      Gledhill

                                                                          	 
	 	 	 	 
	 	 	 	 
	 	 	
                                                                            Facsimile
      No.:

                                                                          	 	 


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      or at
such other address as the Company or Holder may designate by ten (10) days’
advance written notice to the other Party hereto.

       

      8.           GOVERNING LAW;
VENUE.  The terms of this Note shall be construed in accordance
with the laws of the State of California, as applied to contracts entered into
by California residents within the State of California, and to be performed
entirely within the State of California.  The parties agree that any
action brought to enforce the terms of this Note will be brought in the
appropriate federal or state court having jurisdiction over Orange County,
California.

       

      9.           ATTORNEY’S
FEES.  In the event the Holder hereof shall refer this Note to
an attorney to enforce the terms hereof, the Company agrees to pay all the costs
and expenses incurred in attempting or effecting the enforcement of the Holder’s
rights, including reasonable attorney’s fees, whether or not suit is
instituted.

       

      10.          CONFORMITY WITH
LAW.  It is the intention of the Company and of the Holder to
conform strictly to applicable usury and similar laws.  Accordingly,
notwithstanding anything to the contrary in this Note, it is agreed that the
aggregate of all charges which constitute interest under applicable usury and
similar laws that are contracted for, chargeable or receivable under or in
respect of this Note, shall under no circumstances exceed the maximum amount of
interest permitted by such laws, and any excess, whether occasioned by
acceleration or maturity of this Note or otherwise, shall be canceled
automatically, and if theretofore paid, shall be either refunded to the Company
or credited on the principal amount of this Note.

       

      11.          MODIFICATION;
WAIVER.  No modification or waiver of any provision of this
Note or consent to departure therefrom shall be effective unless in writing and
approved by the Company and the Holder.

       

      [signature
page follows]

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, Company has executed this Promissory Note as of the date first
written above.

      


      
        
          
            
              
                
                  
                    	 
      	 	
                            “Company”

                          
	 
      	 	 
      
	 
      	 	
                            Gateway
      International Holdings, Inc.,

                          
	 
      	 	
                            a
      California corporation

                          
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	/s/ George
      Colin
	 
      	 	
                            By:           George
      Colin

                          
	 
      	 	
                            Its:           Chief
      Executive Officer

                          
	 
      	 	 
      
	
                            Agreed
      to by:

                          	 	 
      
	 
      	 	 
      
	
                            Joseph
      Gledhill

                          	 	 
      
	
                            an
      individual

                          	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	/s/
      Joseph
      Gledhill	 	 
      
	
                            By:  Joseph
      Gledhill

                          	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                            Joyce
      Gledhill

                          	 	 
      
	
                            an
      individual

                          	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	/s/
      Joyce
      Gledhill	 	 
      
	
                            By:  Joyce
      Gledhill

                          	 	 
      


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
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      EXHIBIT
A

      


      ORIGINAL
GLEDHILL NOTE

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

      


      PERSONAL
GUARANTY