CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is to be effective as of the 21st day of April 2005, by and between Gateway Distributors, Ltd ("Company"), whose mailing address is: 3220 Pepper Lane, Las Vegas, Nevada and Stephanie M. Burruss ("Consultant"), an individual, having her principal mailing address at 4054 Avenida Brisa, Rancho, Santa Fe, California 92109? For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the "Parties". The Parties hereby agree as follows: 1. APPOINTMENT OF STEPHANIE M. BURRUSS. Company hereby appoints Consultant and Consultant hereby agrees to render services to Company as a Marketing and Real Estate asset research consultant 2. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its and his overall progress, needs, and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and expand the Company's Real Estate asset base by increasing resources, products, product research and development along with product marketing services and acquisitions. (b) The development and implementation of an advanced marketing program to enable the Company to expand the market opportunity for its products and services along with the promotion of the Company's image of its products and services. (c) To consult with and advise the Company's principals regarding recruitment opportunities for the employment of key executives consistent with the expansion of the company's operations. (d) Assisting with identifying, evaluating, structuring, negotiating, and assist with closing of joint ventures, strategic alliances, business acquisitions, and advise with regard to the ongoing managing and operating of such acquisitions upon consummation thereof. (e) Advise with recommendations regarding corporate financing including the structuring, terms, and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing, and other preferred and common stock equity private or public financing. TERM. The term ("Term") of this Consulting Agreement shall be for a period of Six months commencing on the date hereof with a mutual option to renew at the discretion of all parties. 3. COMPENSATION. See Attachment "A". 4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for its own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information designated as confidential by Company which is acquired by Consultant in the course of performing services hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed in any manner without the prior written approval of Company. 5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify and hold Consultant harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder. 6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an independent contractor. Consultant shall not hold it self out as, nor shall it take any action from which others might infer that it is an agent of or a joint venture of Company. 7. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement shall be governed by the laws of the State of California without reference to the conflict of law principles thereof. In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall be entitled to reasonable attorney's fees. 8. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following addresses, or at such other addresses as a Party may designate by ten days advance written notice to each of the other Parties at the addresses above and to the attention of the persons that have signed below. Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting Agreement where provided and returning it to me at your earliest convenience. All Parties signing below do so with full authority: PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES: GATEWAY DISTRIBUTORS, LTD STEPHANIE M. BURRUSS ---------------------------------- ------------------------------ Richard Bailey /President Stephanie M. Burruss, Consultant ATTACHMENT "A" PAYMENT FOR SERVICES: A. For the services rendered and performed by Stephanie Burruss during the term of this Agreement, Company shall, upon acceptance of this Agreement: Pay to Stephanie Burruss, sixty million (60,000,000) unrestricted shares of Gateway Distributors common stock (GWDB) stock for six (6) months of service. Accepted with full authority: GATEWAY DISTRIBUTORS, LTD: By: Richard Bailey/President Date: CONSULTANT: By: Stephanie M. Burruss Date: "DISTRIBUTOR" AGREEMENT This agreement is made this 15th day of August 2005 between The Right Solutions Gateway at 3220 Pepper, Las Vegas, Nevada 89120, hereinafter referred to as """COMPANY" and Chris Rucker / Abundant Life hereinafter referred to as "DISTRIBUTOR". WHEREAS, "DISTRIBUTOR" has experience in the sales and marketing business and WHEREAS, the "COMPANY" desires to do business with the "DISTRIBUTOR" to recruiter and assist the "COMPANY" in expanding its customers base; and WHEREAS, "DISTRIBUTOR" will provide services to the "COMPANY" relative to recruitment, marketing, weight loss, and clinical / blind studies on products; and NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the "COMPANY" and "DISTRIBUTOR" agree as follows: 1. Engagement The "COMPANY" and "DISTRIBUTOR" agree to the following: "COMPANY" agrees to the following: (i) Pay "DISTRIBUTOR" for the purpose of providing services related to building an organization of members for the "COMPANY", and establishing clinics to perform studies on "COMPANY"" products to include any of the following: 1. Clinical 2. Single Blind 3. Double Blind (ii) "COMPANY" will pay the "DISTRIBUTOR" $2,500.00 when "COMPANY" receives ten new distributors buying the $200 program and at least four going on monthly auto ship of $100 per month. (iii) "COMPANY" will pay "DISTRIBUTOR" $2,500.00 dollars when a total of twenty new distributors are signed up with at least eight on monthly auto ship of $100 or more. (iv) The clinic and/or doctor performing the study will receive 50,000 shares of stock for a clinical study and 100,000 for a single or double blind study. "DISTRIBUTOR" will receive 50% of the total stock issued the doctor and or clinic performing the studies. Initial Initial (v) The $200 weight loss program will be offered with a $100 right start bonus paid to the enroller. When ten persons buy the program for $200 and at least four go on auto ship an additional $1,000 will be paid to the enroller one week after the first auto ship is sent. This must be done in a thirty day period. New signups do not carry over month to month. Example would be if a doctor signs up four new distributors with a starting date of September first they would not be entitled to any bonus but would receive the right start of $100 per sign up. For the month of October would start the process over and the four from September would not count towards the ten in October. (vi) The program will run through December 31, 2005 at which time it will be reviewed and evaluated regarding its success. (vii) All clinical and / or blind studies will become the exclusive property of "COMPANY"". A release must be signed to "COMPANY" for the studies prior to issuance of the stock to the doctor and/or clinic. Responsibilities of "DISTRIBUTOR": "DISTRIBUTOR" will provide a direction and will build an organization of members for the "COMPANY" with the main focus being recruitment. (i) "DISTRIBUTOR" will immediately sign up and buy a $200 weight loss program and go on auto ship of $100 or more. If the sign up occurs by August 18, 2005 the "DISTRIBUTOR" will be placed above Steve Plog as agreed by Francis Parker. In the event the sign up occurs after August 18, 2005 it cannot be placed above Steve Plog due to the 30 day policy of placement. It will then be up to Francis Parker your enroller to advise us where the placement will be. (ii) "DISTRIBUTOR" will immediately start recruiting doctors, clinics, and individuals to the "COMPANY" program. (iii) "DISTRIBUTOR" will give his best faith efforts to attains levels outlined in this agreement (iii). Participate in weekly conference call promoting the program and business Coordinate and generate meetings in the field 2. INDEMNIFICATION Subject to the provisions herein, the "COMPANY" and "DISTRIBUTOR" agree to indemnify, defend and hold each other harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and attorneys' fees and expenses asserted against or imposed or incurred by either party by reason of or resulting from any action or a breach of any representation, warranty, covenant, condition, or agreement of the other party to this Agreement. This contract will be construed according to the laws of the State of Nevada and any disputes arising here from will be litigated in its courts. Initial Initial 3. MISCELLANEOUS Subsequent Events. "DISTRIBUTOR" and the "COMPANY" each agree to notify the other party if, subsequent to the date of this Agreement, either party incurs obligations which could compromise its efforts and obligations under this Agreement. 4. AMENDMENT. This Agreement may be amended or modified at any time and in any manner only by an instrument in writing executed by the parties hereto. (iii) Further Actions and Assurances. At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement. 5. WAIVER. The party to whom such compliance is owed may waive any failure of any party to this Agreement to comply with any of its obligations, agreements, or conditions hereunder in writing. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or a waiver of the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or noncompliance with this Agreement shall be held to be a waiver of any other or subsequent breach or noncompliance. 6. ASSIGNMENT. Neither this Agreement nor any right created by it shall be assignable by either party without the prior written consent of the other or as stated herein. 7. NOTICES. Any notice or other communication required or permitted by this Agreement must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party, when deposited in the United States mails for transmittal by certified or registered mail, postage prepaid, or when deposited with a public telegraph "COMPANY" for transmittal, or when sent by facsimile transmission charges prepared, provided that the communication is addressed: 8. TERMINATION The "COMPANY" and "DISTRIBUTOR" may terminate this Agreement under the following conditions: Initial Initial (A) By the "COMPANY". (i) If during the Term of this Agreement the "DISTRIBUTOR" actively participates in any other network marketing "COMPANY" If "DISTRIBUTOR" willfully breaches or neglects the duties required to be performed hereunder; If the "DISTRIBUTOR" breaches confidentiality of this agreement without consent of the "COMPANY", or (B) By "DISTRIBUTOR". (i) If the "COMPANY" fails to make any payments or provide information required hereunder; or, (ii) If the "COMPANY" ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, If the "COMPANY" subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the "DISTRIBUTOR" Fee; or, 9. GOVERNING LAW. This Agreement was negotiated and is being contracted for in Nevada, and shall be governed by the laws of the State of Nevada, and the United States of America, notwithstanding any conflict-of- law provision to the contrary. 10. BINDING EFFECT. This Agreement shall be binding upon the parties hereto 11. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter of this Agreement. No oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. No representations, warranties, covenants, or conditions express or implied, other than as set forth herein, have been made by any party. 12. Severability. If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect. Initial Initial 13. Counterparts. A facsimile, telecopy, or other reproduction of this Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, by one or more parties hereto and such executed copy may be delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. In this event, such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. This contract sets forth the entire understanding and agreement and is not subject to amendment or supplemental agreement except in writing and duly executed by both parties. This agreement super cedes all previous agreements both written and verbal. This agreement shall be valid and binding only when signed by both "DISTRIBUTOR" and "COMPANY"". Signed Date --------------------------------- ------------------- Chris Rucker / "DISTRIBUTOR" Signed The Right Solution Gateway, d.b.a. The Right Solution Date Rick Bailey President / CEO Initial Initial PROPOSED CONSULTING & MARKETING AGREEMENT BETWEEN Chris Soule AND GATEWAY THIS CONSULITNG AND MARKETING AGREEMENT (this "AGREEMENT") is between Chris Soule (the "CONSULTANT") and The Right Solution Gateway dba Gateway Distributors Ltd (the "COMPANY"). Each of the Consultant and the Company are also referred to in this agreement as the "PARTIES". WHERAS, the Company intends to develop a market for the Company's products and services offered from time to time by the Company ( the "PRODUCTS AND SERVICES") for potential customers of the Products and Services who are racing enthusiasts; and WHEREAS, the Consultant is a professional with name recognition in the Skeleton racing industry; and WHEREAS, the Company desires to utilize the services of the Consultant to promote and develop a market for the Company's Products and Services; and NOW THEREFORE, in consideration of the premises and mutual covenants set forth in the Agreement, the parties hereby agree as follows: 1. SCOPE OF SERVICES: The Company hereby retains the Consultant to promote the Products and Company. The Consultant agrees to use his best efforts during the term of this Agreement to market and promote the Company and its Products. 2. TERM: This Agreement shall become effective as of the date set forth on the signature page of this Agreement, and shall continue for a period of one (1) year (the "TERM"). Notwithstanding the foregoing, the Company or the Consultant shall be entitled to terminate this Agreement for "cause" upon 30 days' written notice shall be effective upon mailing by first class mail accompanied by facsimile transmission to the Consultant at the address and telecopier number last provided by the Consultant to the Company, "CAUSE" shall be determined solely as the violation of any rule or regulation of any regulatory agency, and other neglect, act or omission detrimental to the conduct of Company or the Consultant's business, material breach of this Agreement or any unauthorized disclosure of any of the secrets of confidential information of Company, and dishonesty related to independent contractor status. 3. CONSULTANT MARKETING: Chris Soule is a World-Class Skeleton competitor. Soule has been participating since 1993. Chris is the 2003 World Cup Champion and three-time U.S. National Champion placing second in the World in 2005, 2002 and 2000. He will be competing in the 2005-2006 Skeleton season with the prospect of competing in the 2006 Olympics. 4. CO-SPONSORS: Soule has additional sponsors and must comply with all the rules pertaining to Skeleton Competition and endorsements of other sponsors. 5. SPONSORSHIP: GATEWAY, will issue to Chris Soule stock pursuant to Reg S-8 of the securities act, in exchange for Soule's marketing of the company and putting the company's logos on his equipment. Soule will promote the Company's product line to include live endorsements of the products. In consideration for the services to be provided by the consultant to the Company under the terms of this Agreement, the Company agrees to grant to the Consultant $35,000 of S-8 stock based on market value at the time of issuance. 6. CONFIDENTIALITY: The Consultant covenants that all information concerning the Company, including proprietary information, which it obtains as a result of the services rendered pursuant to this Agreement shall be kept confidential and shall not be used by the Consultant except for the direct benefit of the Company nor shall the confidential information be disclosed by the Consultant to any third party without the prior written approval of the Company, provided, however, that the Consultant shall not be obligated to treat as confidential, or return to the Company copies of any confidential information that (i) was publicly known at the time of disclosure to Consultant, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by the Consultant, or (iii) is lawfully disclosed to the Consultant by a third party. 7. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby acknowledge that the Consultant is an independent contractor. The Consultant agrees not to hold himself out as, nor shall he take any action from which others might reasonably infer that the Consultant is a partner or agent of, or a joint venturer with the Company. In addition, the Consultant shall take no action, which, to the knowledge of the Consultant, binds, or purports to bind, the Company to any contract or agreement. 8. MISCELLANEOUS: (a) GOVERNING LAW: This Agreement shall be construed under the internal laws of the State of Nevada, and the Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall be in Las Vegas, Nevada. (b) SEVERABILITY: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were excluded and shall be enforceable in accordance with its terms. IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of the date set forth below. CONSULTANT Date: Address for Notices: COMPANY: By: Name: Title: Date: AGREEMENT BETWEEN TING LICK TEE AND GATEWAY DISTRIBUTOR LTD THIS AGREEMENT ("AGREEMENT") is between Ting Lick Tee ("Investor") and Gateway Distributors LTD (the "COMPANY"). Investor and the Company are also referred to in this agreement as the "PARTIES". WHEREAS, the Company is offering restricted common stock at the rate of $0.0003 in order to raise $1,200,000 dollars to Investor and/or his referrals. This stock will not be diluted and in the event of a reverse by the Company the Investors remaining shares cannot depreciate in value. In the event they are not of equal value or greater, the Company will issue additional share at no cost to the Investor. WHEREAS Initial investment by Investor to Purchase $50,000 of Restricted Common Stock at the sale price of $0.0003 which equals 166,670,000 shares rounded up. Ten certificates of 16,667,000 each will be issued in the name of Ting Lick Tee for his initial investment. The funds will be deposited in the Company's bank account via wire transfer. The banking information is as follows: BANK INFORMATION FOR WIRE TRANSFER ROUTING NUMBER (ABA): 322484126 ACCOUNT NUMBER: 0010278497 BANK NAME: CUMORAH CREDIT UNION BANK ADDRESS: 3990 S EASTERN AVE LAS VEGAS NV 89119 NAME OF RECIPIENT: THE RIGHT SOLUTION GATEWAY NOW THEREFORE, in consideration of the premises and mutual covenants set forth in the Agreement, the parties hereby agree as follows: 1. SCOPE OF SERVICES: The Company hereby allows the Investor until October 21, 2005 to complete the entire sale of $1,200,000 dollars of stock purchase. In the event the Investor has not raised the entire amount, the Company has the right to pursue additional Investors. 2. TERM: This Agreement shall become effective as of the date set forth on the signature page of this Agreement, and shall continue until the entire amount is raised and stock owed is issued. In the event the deadline of October 21, 2005 is not met, the Company will issue the stock paid for by this date which will fulfill all obligations of both Parties. 3. INVESTORS: Investors will immediately provide cash or certified funds for the stock purchase to the Escrow Company / agent or their purchase will be considered null and void. Escrow Company / Agent shall wire funds upon receipt of certificates for Investors within 48 hours. It will be the responsibility of Ting Lick Tee to get the name and address of the escrow firm to the Company. 4. CONFIDENTIALITY: Ting Lick Tee and the Company covenants that all information concerning the Company, including proprietary information, which it obtains as a result of the services, rendered pursuant to this Agreement shall be kept confidential and shall not be used by the Investor except for the direct benefit of this stock offering. IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of the date set forth below. Investor Ting Lick Tee Investor Date: Gateway Distributors LTD Rick Bailey President / CEO Date: AGREEMENT BETWEEN YAP SIEW SIN AND GATEWAY DISTRIBUTORS LTD THIS AGREEMENT ("AGREEMENT") is between Yap Siew Sin ("Investor") and Gateway Distributors LTD (the "COMPANY"). Investor and the Company are also referred to in this agreement as the "PARTIES". WHEREAS, the Company is offering restricted common stock at the rate of $0.0003 in order to raise $1,200,000 dollars to Investor and/or his referrals. This stock will not be diluted and in the event of a reverse by the Company the Investors remaining shares cannot depreciate in value. In the event they are not of equal value or greater, the Company will issue additional share at no cost to the Investor. WHEREAS Initial investment by Investor to Purchase $50,000 of Restricted Common Stock at the sale price of $0.0003 which equals 166,670,000 shares rounded up. Ten certificates of 16,667,000 each will be issued in the name of Yap Siew Sin for his initial investment. The funds will be deposited in the Company's bank account via wire transfer. The banking information is as follows: BANK INFORMATION FOR WIRE TRANSFER ROUTING NUMBER (ABA): 322484126 ACCOUNT NUMBER: 0010278497 BANK NAME: CUMORAH CREDIT UNION BANK ADDRESS: 3990 S EASTERN AVE LAS VEGAS NV 89119 NAME OF RECIPIENT: THE RIGHT SOLUTION GATEWAY NOW THEREFORE, in consideration of the premises and mutual covenants set forth in the Agreement, the parties hereby agree as follows: 1. SCOPE OF SERVICES: The Company hereby allows the Investor until October 21, 2005 to complete the entire sale of $1,200,000 dollars of stock purchase. In the event the Investor has not raised the entire amount, the Company has the right to pursue additional Investors. 2. TERM: This Agreement shall become effective as of the date set forth on the signature page of this Agreement, and shall continue until the entire amount is raised and stock owed is issued. In the event the deadline of October 21, 2005 is not met, the Company will issue the stock paid for by this date which will fulfill all obligations of both Parties. 3. INVESTORS: Investors will immediately provide cash or certified funds for the stock purchase to the Escrow Company / agent or their purchase will be considered null and void. Escrow Company / Agent shall wire funds upon receipt of certificates for Investors within 48 hours. It will be the responsibility of Yap Siew Sin to get the name and address of the escrow firm to the Company. 4. CONFIDENTIALITY: Yap Siew Sin and the Company covenants that all information concerning the Company, including proprietary information, which it obtains as a result of the services, rendered pursuant to this Agreement shall be kept confidential and shall not be used by the Investor except for the direct benefit of this stock offering. IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of the date set forth below. Investor Yap Siew Sin Investor Date: Gateway Distributors LTD Rick Bailey President / CEO Date: AGREEMENT BETWEEN DAVID MASTRANGELO AND THE RIGHT SOLUTION This agreement is made this 19th day of December 2005 between The Right Solutions Gateway at 3230 Pepper Lane, Las Vegas, Nevada 89120, hereinafter referred to as RSG, and David Mastrangelo. RSG agrees to retain Mastrangelo, and Mastrangelo has agreed to provide certain services on the terms and conditions set out below. RESPONSIBILITIES OF MASTRANGELO: Mastrangelo will be responsible to RSG for all training and recruitment. In addition, Mastrangelo will provide services at the request of RSG regarding any issues related to the business and/or the industry. 1. Mastrangelo will consult with RSG on all aspects of their business as well as create and implement important strategies regarding all aspects of training and marketing. Mastrangelo will: - Develop and implement a training program by March 1, 2006 - Make changes to rightsolution.com website to effectively add consistency and marketing material - Conduct training seminars at the request of RSG effective with signing - Mastrangelo will report direct to the President and COO - The title for this position will be National Director of Training - Mastrangelo will have a center under Chris Rucker's organization who was the person that referred him to RSG. Mastrangelo will focus his efforts on training and building his center. - RGS will promote distributor relations (for example: Mastrangelo/Zufelt) for purposes of recruitment and development of downline distributorship. - Mastrangelo will receive stock for performance as outlined in this agreement 1 RESPONSIBILITIES OF RSG 1. In exchange for Masterangelo's services listed above, RSG shall pay Mastrangelo $5,000 per month paid to Enjoy Life, Inc. paid on a weekly basis. 2. A position is created under the Rucker organization and income generated by this center will be paid to Mastrangelo according to the compensation plan. 3. Mastrangelo must maintain his personal autoship to be eligible for the commissions created. Autoship will be waived for a three month period. Products will be provided for personal use for a three month period. 4. In the event Mastrangelo shall no longer be able, or no longer wishes, to perform the services as outlined above he will still be paid the income from that position in perpetuity as long as he maintains the qualifications. 5. At his option, Mastrangelo may choose to have said position put in his name or the name of an assignee. RSG shall also issue to Mastrangelo stock based on the following criteria: --------------------------------------------------------------------- 5 5 Star 120 100 1,875 1,125 750 3,750 50,000 --------------------------------------------------------------------- 6 6 Star 120 100 5,000 3,000 2,000 10,000 100,000 --------------------------------------------------------------------- 7 7 Star 140 120 9,375 5,625 3,750 18,750 200,000 --------------------------------------------------------------------- 8 Emerald 140 120 37,500 22,500 15,000 75,000 300,000 --------------------------------------------------------------------- 9 Ruby 140 120 112,500 67,500 45,000 225,000 500,000 --------------------------------------------------------------------- 10 Diamond 140 120 287,500 172,500 115,000 575,000 1,000,000 --------------------------------------------------------------------- Two consecutive months of each level is required to qualify. All stock issued will be restricted for a period of one year from the date of issuance. Stock certificates will be issued on each level of monthly revenues described above reached within ten business days of the accomplishment. 6. All expenses for Masterangelo's services required shall be paid for by RSG. Said expenses are to include, but are not limited to, travel, meals, lodging, rental cars, airport parking, shuttle or taxi fees, long distance calls, mailings etc. Both parties shall agree upon all expenses before Mastrangelo incurs them. Cell phone flat rate of $170 will be paid by the RSG. 7. RSG will issue additional shares of stock based on the monthly Company revenues. Mastrangelo must be at level 8 or higher for two consecutive months to qualify for these shares. Company Revenues Shares $250,000 100,000 $500,000 300,000 $1,000,000 500,000 $2,000,000 1,000,000 8. RSG will accept the training program developed by Mastrangelo and make it available for sale to the distributor base at $28.95. Adjustment to cost/payments may be made if agreed to by both parties. All money generated by the program will be paid direct to BusinessBuilder4U until the user level reaches 501. 9. There will be an initial fee of $5000 for building the training program paid up front to BusinessBuilder4You. 2 10. When membership in this training program reaches a membership of 501, then RSG will receive $5.00 per member for each member at 501 and thereafter. MLMInternetMatrix/BB4U will pay RSG 7 business days after the close of each month. 11. When the user level reaches 501, RSG will be given the $5,000 dollar investment back from MLMInternetMatrix. This payment will be made within fifteen business days of member 501 signing up for the training program. This contract will be construed according to the laws of the State of Nevada and any disputes arising here from will be litigated in its courts. This contract sets forth the entire understanding and agreement and is not subject to amendment or supplemental agreement except in writing and duly executed by both parties. This agreement shall be valid and binding only when signed by both an authorized agent for RSG and Mastrangelo. Signed Date --------------------------------- ------------------- David Mastrangelo Signed The Right Solution Gateway Date Rick Bailey President / CEO 3 CONSULTING SERVICES AGREEMENT GATEWAY AND STEVEN KNOLLER This Consulting Services Agreement ("Agreement"), dated February 14, 2006, is made by and between Steven Knoller ("Consultant"), whose address is 12429 Ruette Alliante, San Diego, CA 92130 and Gateway Distributors, Ltd., a Nevada Corporation ("Client"), having its principal place of business at 3220 Pepper Lane, Las Vegas, NV 89120, United States. WHEREAS, Consultant has extensive background and contacts in the area of product development, sales & marketing, six sigma, and business development; WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein; WHEREAS, Client is a publicly held corporation and desires to further develop its business; and WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows: 1. Services of Consultant. Consultant agrees to perform for Client. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital- raising transaction, and will not directly or indirectly promote or maintain a market for Client's securities. Services will include but are not limited to the following (see appendix for details): a. Marketing Consulting b. Six Sigma Process Consulting c. Organizational Structure Consulting 2. Consideration. Client agrees to pay Consultant his fee for services provided as billed. 3. Confidentiality. Each party agrees during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. 4. Late Payment. Client shall pay to Consultant all fees within ten (10) days of the due date. Failure of Client to finally pay any fees within ten (10) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the "Services" provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees. 5. Indemnification. (a) Client. Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. (b) Consultant. Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant. (c) Notice. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld. 6. Limitation of Liability. Consultant shall have no liability with respect to Consultant's obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question. 7. Termination and Renewal. (a) Term. This Agreement shall become effective on the date appearing next to the signatures until July 31, 2006. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term. (b) Termination. Either party may terminate this Agreement on a thirty (30) calendar day's written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement. (c) Termination and Payment. Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement. 8. Miscellaneous. (a) Independent Contractor. This Agreement establishes an "independent contractor" relationship between Consultant and Client. (b) Rights Cumulative; Waivers. The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right. (c) Benefit; Successors Bound. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns. (d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement. (e) Assignment. Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, nor shall any purported assignment in violation hereof be void. (f) Amendment. This Agreement may be amended only by an instrument in writing executed by all the parties hereto. (g) Severability. Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect. (h) Section Headings. The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (i) Construction. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender. (j) Further Assurances. In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby. (k) Notices. Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given): TO CLIENT: Rick Bailey, CEO and President Gateway Distributors, Ltd. 3220 Pepper Lane Las Vegas, NV 89120 United States TO CONSULTANT: Steven Knoller 12429 Ruette Alliante San Diego, CA 92130 United States (l) Governing Law. This Agreement shall be governed by the interpreted in accordance with the laws of the State of Nevada without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the courts of the State of Nevada in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (m) Consents. The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party. (n) Survival of Provisions. The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement. (o) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above. ------------------------------------ ----------------- Gateway Distributors, Ltd. Date RICK BAILEY, PRESIDENT AND CEO ------------------------------------ ----------------- Steven Knoller Date Business Development Consultant CONSULTING SERVICES AGREEMENT GATEWAY DISTRIBUTORS AND STEVEN KNOLLER APPENDIX Services provided and estimated timeline: Quarter 1 January 15, 2006 - February 10, 2006 - Provide initial consulting and concept development. Meet with client with to discuss marketing strategies and implementation of the Six Sigma Process to Define, Measure, Analyze, Improve, and Control Business Processes. Cost estimate $25,000. February 15 - March 15, 2006 - Perform SIPOC modeling at the Las Vegas Headquarters. Utilize Six Sigma business standardization practices to create standard operating procedures. Work with employees to increase efficacy. Perform Organizational Review. Cost estimate $20,000. March 15 - April 15, 2006 - Re-Engineer the companies marketing strategies. I.e. How the message is being delivered, etc. TBD. Cost estimate $20,000. April 15, - May 1, 2006 - Provide any additional forms of media creation. TBD Cost estimate $12,500. May 1, 2006 - Purchase Media spots (if needed) Cost estimate $50,000. May 1, 2006 - Perform final Organizational Review. Present findings, recommendations, and implement solutions. Cost estimate $25,000. Travel will be billed at cost. Travel will only include transportation and hotel (if more than 100 miles from our home office). Per Diem charges on travel will be as follows: On-Site Work - $500 per day Production Personnel - $500 per day The Company has the choice of making payments in the form of cash and/or stock. GATEWAY DISTRIBUTORS LTD STOCK OPTION AGREEMENT THIS AGREEMENT is made as of March 21st, 2005, between GATEWAY DISTRIBUTORS LTD , a Nevada corporation (the "Company"), and Roger Pawson (the "Optionee"). THE PARTIES AGREE AS FOLLOWS: 1 Option Grant. The Company hereby grants to the Optionee an option (the "Option") to purchase the number of shares of the Company's common stock (the "Shares"), for an exercise price per share (the "Option Price") and based upon a Grant Date, ail as set forth below: Shares under option: 1,000,000,000 Option Price per Share: $ .0001 Grant Date: March 21st, 2005 The Option granted hereunder will be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 2. Stockholder Rights. No rights or privileges of a stockholder in the Company are conferred by reason of the granting of the Option. Optionee will not become a stockholder in the Company with respect to the Shares unless and until the Option has been properly exercised and the Option Price fully paid as to the portion of the Option exercised. 3. Exercise Procedure. Subject to the conditions set forth in this Agreement, this option shall be exercised by the Optionee's delivery of written notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefore and accompanied by payment in full in accordance with Section 4. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Optionee may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. 4. Continuous Relationship with the Company. Except as otherwise provided in this Section 3, this option may not be exercised unless the Optionee, at the time he or she exercises this option, is, and has been at all times since the date of grant of this option, an employee, officer or director of, or consultant or advisor to, the Company (an "Eligible Optionee"). 5. Termination of Relationship with the Company. If the Optionee ceases to be an Eligible Optionee for any reason, then, except as provided in paragraphs (a) and (b) below, the right to exercise this option shall terminate three (3) years after such cessation (but in no event after the Expiration Date), provided that this option shall be exercisable only to the extent that the Optionee was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Optionee, prior to the Expiration Date, materially violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Optionee and the Company, the right to exercise this option shall terminate immediately upon written notice to the Optionee from the Company describing such violation. (a) Exercise Period Upon Death or Disability. If the Optionee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Expiration Date while he or she is an Eligible Optionee, or if the Optionee dies within three months after the Optionee ceases to be an Eligible Optionee (other than as the result of a termination of such relationship by the Company for "cause" as specified in paragraph (f) below), this option shall be exercisable, within the period of three years following the date of death or disability of the Optionee (whether or not such exercise occurs before the Expiration Date), by the Optionee or by the person to whom this option is transferred by will or the laws of descent and distribution, provided that this option shall be exercisable only to the extent that this option was exercisable by the Optionee on the date of his or her death or disability. Except as otherwise indicated by the context, the term "Optionee," as used in this option, shall be deemed to include the estate of the Optionee or any person who acquires the right to exercise this option by Bequest or inheritance or otherwise by reason of the death of the Optionee. (b) Discharge for Cause. If the Optionee, prior to the Expiration Date, is discharged by the company for "cause" (as defined below), the right to exercise this option shall terminate immediately upon such cessation of employment. "Cause" shall mean willful misconduct by the Optionee or willful failure to perform his or her responsibilities in the best interests of the Company (including, without limitation, breach by the Optionee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Optionee and the Company), as determined by the Company, which determination shall be conclusive. The Optionee shall be considered to have been discharged for "cause" if the Company determines, within 30 days after the Optionee's resignation, that discharge for cause was warranted. 6 Payment of Purchase Price. (a) Method of Payment. Payment of the purchase price for shares purchased upon exercise of this option shall be made (i) by delivery to the Company of cash or a check to the order of the Company in an amount equal to the purchase price of such shares, (ii) subject to the consent of the Company, by delivery to the Company of shares of Common Stock of the Company then owned by the Optionee having a fair market value equal in amount to the purchase price of such shares, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b- 3 under the Securities Exchange Act of 1934 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (b) Valuation of Shares or Other Non-Cash Consideration Tendered in Payment of Purchase Price. For the purposes hereof, the fair market value of any share of the Company's Common Stock or other non-cash consideration which may be delivered to the Company in exercise of this option shall be determined in good faith by the Board of Directors of the Company. 2 (c) Delivery of Shares Tendered in Payment of Purchase Price. If the Optionee exercises this option by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Optionee or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this option. (d) Restrictions on Use of Option Stock. Notwithstanding the foregoing, no shares of Common Stock of the Company may be tendered in payment of the purchase price of shares purchased upon exercise of this option if the shares to be so tendered were acquired within twelve (12) months before the date of such tender through the exercise of an option granted under the Plan or any other stock option or restricted stock plan of the Company. Delivery of Shares: Compliance With Securities Laws. Etc (a) General. The Company shall, upon payment of the option price for the number of shares purchased and paid for, make prompt delivery of such shares to the Optionee, provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to complete such action. (b) Listing, Qualification Etc. This option shall be subject to the requirement that if at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to satisfy such other condition. 8. No Special Employment or Similar Rights. Nothing contained in this option shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment or other relationship of the Optionee with the Company for the period within which this option may be exercised. 9. Rights as a Shareholder. The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non- cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other right for which the record date is prior to the date such stock certificate is issued. 10. Termination. This Option will expire, unless previously exercised in full, on March 21st. 2008 which date is on or prior to the third anniversary of the Grant Date. 3 11. Miscellaneous. This Agreement sets forth the complete agreement of the parties concerning the subject matter hereof, superseding all prior agreements, negotiations and understandings. This Agreement will be governed by the substantive law of the State of Nevada, and may be executed in counterparts. The parties hereby have entered into this Agreement as of the date set forth above. GATEWAY DISTRIBUTORS LTD By: /s/ Rick Bailey ----------------------------------------------- Title: President March 21st 05 -------------------------------------------- "Optionee" Roger Pawson /s/ Roger Pawson -------------------------------------------------- Address: 2111 Palomar illegible Rd H 320 -------------------------------------------------- Carlsbad, CA 92009 -------------------------------------------------- 3-2-2005 -------------------------------------------------- 4 EXHIBIT 21 SUBSIDIARIES 1. Gateway Distributors, Ltd. 2. The Right Solution Gateway 3. Grandma Hamman's Specialty Foods 4. Gateway Venture Holdings, Inc. 5. Gateway Corporate Administration, Inc. All subsidiaries are incorporated in Nevada. EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard A. Bailey, certify that: 1. I have reviewed this Form 10-KSB of Gateway Distributors, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involved management or other employees who have a significant rile in the small business issuer's internal control over financial reporting. Date: April 14, 2006. /s/Richard A. Bailey ---------------------------------------------- Richard A. Bailey, Chief Executive Officer and Chief Financial Officer EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Annual Report on Form 10-KSB of Gateway Distributors, Ltd. for the fiscal year ending December 31, 2005, I, Richard A. Bailey, Chief Executive Officer and Chief Financial Officer of Gateway Distributors, Ltd., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: 1. Such Annual Report on Form 10-KSB for the fiscal year ending December 31, 2005, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in such Annual Report on Form 10-KSB for fiscal year ending December 31, 2005, fairly presents, in all material respects, the financial condition and results of operations of Gateway Distributors, Ltd. Dated: April 14, 2006. /s/Richard A. Bailey ---------------------------------------------- Richard A. Bailey, Chief Executive Officer and Chief Financial Officer of Gateway Distributors, Ltd.