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”).

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

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.

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”).

3.1.             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.

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.

4.1.             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.

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.

4.3.             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:

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