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                                                                   EXHIBIT 10.19

                                PROMISSORY NOTE


$1,000,000                                                        APRIL 26, 2000


     FOR VALUE RECEIVED, Cliff Holtz ("Borrower"), promises to pay to the order
of Gateway Companies, Inc. ("Lender"), at its principal place of business, the
principal sum of One Million Dollars ($1,000,000). Borrower's obligations under
this Note shall be defined and referred to herein as "Borrower's Liabilities."

1.   PURPOSE. This Note shall evidence a loan made to the Borrower by Lender
     pursuant to Section 3(d) of the Employment Agreement between Borrower and
     Lender (as amended, restated, supplemented, or otherwise modified, the
     "Employment Agreement"). This Note shall be fully recourse to the Borrower.

2.   PREPAYMENTS.

     (a)  OPTIONAL: The Borrower shall have the right to prepay the principal
          amount hereof in full or in part, together with all accrued interest
          on the amount prepaid to the date of such prepayment, at any time
          without premium or penalty. All prepayments shall first be applied to
          scheduled principal payments of the most remote maturity.

     (b)  LOAN FORGIVENESS: The Lender agrees that it will forgive repayment of
          twenty percent (20%) of the initial principal amount (and interest due
          thereon) of the Note on each of the first five yearly anniversaries of
          the date hereof (each, an "Anniversary Date"), provided that Borrower
          is a regular full-time Gateway employee on each such date. For
          example, if Borrower remains employed by Gateway as a regular
          full-time employee for five (5) full years following the date hereof
          the entire amount (and interest due thereon) of the Note shall be
          forgiven. No amount of the Note (or interest due thereon) shall be
          forgiven on an Anniversary Date if Borrower is not a regular full-time
          employee of Gateway on such Anniversary Date; provided, however that
          if Borrower's employment is terminated by Gateway without Cause or by
          Borrower for Good Reason (both as defined in Borrower's Employment
          Agreement, including by giving effect to Section 1(b) thereof as
          applicable), then the entire then outstanding principle amount
          together with all accured interest thereon shall immediately be
          forgiven.

3.   PRINCIPAL PAYMENTS. Subject to Section 2(b), the initial principal amount
     hereunder shall be due and payable in five (5) equal annual installments of
     $200,000 on each Anniversary Date (each, a "Payment Date"); provided,
     however, that if Borrower terminates his employment without Good Reason or
     is terminated by the Company for Cause (as defined in Borrower's Employment
     Agreement, including by giving effect to Section 1(b) thereof as
     applicable), the Note shall be due and payable immediately.

4.   INTEREST PAYMENTS. The Borrower shall pay interest on the unpaid principal
     amount of this Note at a per annum rate equal to the minimum applicable
     federal rate under Section 1274 of the Internal Revenue Code (for purposes
     of Section 7872 of the Code) on the date hereof.


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     Accrued interest shall be payable by Borrower on each Payment Date and upon
     payment in full of the principal balance hereof. In no event shall interest
     charged under this Note, however characterized or computed, exceed the
     highest rate permissible under applicable law.

5.   EVENTS OF DEFAULT. The occurrence of any one of the following events shall
     constitute a default by Borrower ("Event of Default") under this Note: (a)
     if Borrower fails to pay any of Borrower's Liabilities when due and payable
     or declared due and payable; (b) if any of Borrower's assets are attached,
     seized, subjected to a writ of distress warrant, or are levied upon or
     become subject to any lien or come within the possession of any receiver,
     trustee, custodian or assignee for the benefit of creditors; (c) if a
     petition under any law relating to bankruptcy, insolvency or relief of
     debtors or any similar law or regulation is filed by or against Borrower,
     or if Borrower shall make an assignment for the benefit of creditors; or
     (d) if Borrower materially breaches any provision of his Employment
     Agreement. Upon the occurrence of an Event of Default, without notice by
     Lender to, or demand by Lender of, Borrower: (i) all of Borrower's
     Liabilities shall be immediately and automatically due and payable
     forthwith; and (ii) Lender may exercise any one or more of the rights and
     remedies accruing to a creditor under applicable law upon default by a
     debtor.

6.   REMEDIES AND COSTS OF COLLECTION. All of Lender's rights and remedies under
     this Note are cumulative and non-exclusive. Lender's failure to require
     strict performance by Borrower of any provision of this Note shall not
     waive, affect or diminish any right of Lender thereafter to demand strict
     compliance and performance therewith. Borrower and every endorser waive
     presentment, demand and protest and notice of presentment, protest,
     default, non-payment, maturity, release, compromise, settlement, extension
     or renewal of this Note, and hereby ratify and confirm whatever Lender may
     do in this regard. Borrower further waives any and all notice or demand to
     which Borrower might be entitled with respect to this Note by virtue of any
     applicable statute or law (to the extent permitted by law). Upon the
     failure of the Borrower to pay any amount due under this note, the Borrower
     shall pay on demand any and all costs and expenses (including, without
     limitation, all court costs and attorneys' fees) incurred by the Lender or
     holder of the Note in connection with the collection of any outstanding
     principal balance and accrued interest. If not paid on demand, all such
     costs and expenses automatically shall be added to the remaining principal
     balance hereunder as of the date immediately following the date of such
     demand.

7.   GOVERNING LAW, JURISDICTION. THIS NOTE HAS BEEN EXECUTED, DELIVERED AND
     ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN SAN DIEGO, CALIFORNIA,
     AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE
     STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. BORROWER
     AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT WITHIN
     SAN DIEGO COUNTY, CALIFORNIA, AND WAIVES PERSONAL SERVICE OF ANY AND ALL
     PROCESS UPON IT, AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY
     REGISTERED MAIL DIRECTED TO IT AT THE ADDRESS INDICATED BELOW AND SERVICE
     SO MADE SHALL BE DEEMED TO BE COMPLETED THREE (3) DAYS AFTER THE SAME SHALL
     HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. TO THE MAXIMUM
     EXTENT PERMITTED BY LAW, BORROWER WAIVES TRIAL BY JURY, ANY OBJECTION BASED
     ON FORUM NON COVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED


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     HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS
     IS DEEMED APPROPRIATE BY THE COURT.

8.   AMENDMENTS. No modification, waiver, estoppel, amendment, discharge or
     change of this Note or any related instrument shall be valid unless the
     same is in writing and signed by the party against which the enforcement of
     such modification, waiver, estoppel, amendment, discharge or change is
     sought.

9.   ASSIGNMENT OR PLEDGE OF NOTE. This Note and Lender's rights hereunder may
     be assigned or otherwise transferred by Lender (i) to any affiliate of
     Lender (or any survivor of merger or consolidation thereof), in whole or in
     part, with written notice to the Borrower of such assignment, pledge, or
     other transfer and (ii) to any third party with the written consent of the
     Borrower, which consent shall not be unreasonably withheld. Upon any such
     assignment or transfer, the assignee or transferee shall succeed to all
     rights of Lender hereunder. The Borrower may not assign any of his rights
     or obligations hereunder.

10.  LOSS, MUTILATION, ETC. Upon notice from Lender of this Note to the Borrower
     of the loss, theft, destruction, or mutilation of this Note, the Borrower
     will make and deliver a new note of like tenor in lieu of this Note.

11.  NOTICES. All notices and other communications required or permitted under
     this Note shall be in writing and shall be personally delivered or sent by
     certified first class United States mail, postage prepaid, return receipt
     requested, to the addresses set forth in the Employment Agreement, and if
     personally delivered shall be deemed to have been received when so
     delivered and if mailed shall be deemed to have been received on the third
     business day after deposit in the mail. Notice of any change of either
     party's address shall be given by written notice in the manner set forth in
     the Employment Agreement.


                                  BORROWER:

                                  BY: /s/ CLIFFORD S. HOLTZ
                                  SOCIAL SECURITY NUMBER:
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                                  HOME ADDRESS:
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