PROMISSORY NOTE

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, i