FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

         THIS FIRST  AMENDMENT TO  AGREEMENT  AND PLAN OF  REORGANIZATION  (this
"Amendment") is dated as of this 4th day of October 2002 and entered into by and
among GATEWAY INTERNATIONAL HOLDINGS, INC., a Nevada corporation (the "Parent"),
GWIH ACQUISITION CORP., a Nevada corporation (the "Sub"),  BECHLER CAMS, INC., a
California  corporation  (the  "Company")  and DANIEL LENNERT and LAURA STEARMAN
(collectively, the "Shareholders"). Capitalized terms used herein shall have the
meanings ascribed to them in the Merger Agreement, unless otherwise defined.

                                    RECITALS

         A. The parties  hereto desire to amend that certain  Agreement and Plan
of Reorganization,  entered into as of March 31, 2002 (the "Merger  Agreement"),
by and between Parent, Sub, the Company and the Shareholders.

         NOW,  THEREFORE,  in  consideration  of the  respective  covenants  and
promises  contained  herein and for other good and valuable  consideration,  the
receipt and adequacy of which is hereby  acknowledged,  the parties hereto agree
as follows:

1. Amendment to Merger Agreement. Section 1.2 of the Merger Agreement is deleted
   -----------------------------
in its entirety and replaced by the following:

                  "1.2 Merger  Consideration.  As  consideration  for the Merger
                       ---------------------
(the  "Merger  Consideration"),  Parent  shall  issue  to  the  Shareholders  an
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aggregate of Eleven  Million  Eight Hundred  Thirty-Seven  Thousand Five Hundred
(11,837,500) shares of Parent common stock, $0.001 par value (the "Parent Common
                                                                   -------------
Stock")."
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2. Merger Agreement in Effect.  Except as hereby amended by this Amendment,  all
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of the terms and provisions of the Merger  Agreement  shall remain in full force
and effect.

3.  Counterparts.  This  Amendment may be executed in one or more  counterparts,
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each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

4. Choice of Law. This Amendment shall be construed,  interpreted and the rights
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of the parties  determined in accordance  with the internal laws of the State of
California  applicable  to contracts  executed,  delivered  and fully  performed
within the State of California, except with respect to matters of law concerning
the internal affairs of any entity  (corporate or partnership)  which is a party
to or the  subject of this  Amendment,  and as to those  matters  the law of the
jurisdiction under which the respective entity derives its powers shall govern.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on their respective behalf, by their respective officers thereunto
authorized, all as of the day and year first above written.

                                    "Company"

                                    BECHLER CAMS, INC.,
                                    a California corporation


                                    By: /s/ Daniel Lennert
                                       -----------------------------------------
                                    Name:   Daniel Lennert
                                         ---------------------------------------
                                    Its:    President
                                        ----------------------------------------

                                    "Parent"

                                    GATEWAY INTERNATIONAL HOLDINGS, INC.
                                    a Nevada corporation


                                    By: /s/ Larry Consalvi
                                       -----------------------------------------
                                    Name:   Larry Consalvi
                                         ---------------------------------------
                                    Its:    President & CEO
                                        ----------------------------------------


                                    "Sub"

                                    GWIH ACQUISITION CORP.,
                                    a Nevada corporation


                                    By:  /s/ Larry Consalvi
                                       -----------------------------------------
                                    Name:    Larry Consalvi
                                         ---------------------------------------
                                    Its:     President
                                        ----------------------------------------


                                    "Shareholders"



                                     /s/ DANIEL LENNERT
                                    --------------------------------------------
                                         Daniel Lennert


                                    /s/ LAURA STEARMAN
                                    --------------------------------------------
                                        Laura Stearman