Settlement Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 5-22-2006

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Settlement Agreement - MARSHALL HOLDINGS INTERNATIONAL,  - 5-22-2006 Powered By Docstoc
					SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT is entered into by and between Gateway Distributors LTD ("GD") and
Donald Gary Hansen a Consultant for GD effective as of February 17, 2004. FOR GOOD AND VALUABLE
CONSIDERATIONS RECEIVED, AND THE MUTUAL PROMISES HEREIN, THE PARTIES AGREE
AS FOLLOWS:

1. DISPUTE

It is the position of Donald Gary Hansen a Consultant that compensation in the form of shares of GD were due to
the Consultant, as consideration for loans and being engaged to supply services for or on behalf of GD, over two
years prior to this date. It is the position of the Company that the shares are in complete settlement of any claim
of the Consultant for compensation or money owed by the Company and in avoidance of further dispute and
litigation and relate back to the services rendered over two years ago.

2. SETTLEMENT

The parties hereby agree that they have settled any and all claims one has against the other, including any affiliates
of a party, such as officers, Directors, and shareholders, by the execution and performance of this Agreement. In
connection herewith, the parties agree that, on or about this date:

a. November 15, 2004 $5000, January 12, 2004 $5000, January 28, 2004 $20000, and final payment of
$15,000 enclosed.

b. Any and all work product, documents, and materials, data, relating to Consultants work in the possession or
control of Consultant or GD shall be retained by GD;

3. RELEASE

The parties agree to release hereby one another from any and all obligations of one to the other, except to
perform this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written.

The "Company"
Gateway Distributors
A Nevada Corporation

By:
Name: Rick Bailey
Title: President / CEO
The "Consultant"
Donald Gary Hansen

By:

Name: Donald Gary Hansen

Title: Consultant
CONSULTING & MARKETING

                                         AGREEMENT BETWEEN
                                           DONALD HANSEN
                                                AND
                                              GATEWAY

CONSULTING AND MARKETING AGREEMENT

THIS CONSULITNG AND MARKETING LISCENSE AGREEMENT (this "AGREEMENT") is between
Donald Hansen (the "CONSULTANT") Gateway Distributors Ltd (the "COMPANY"). Consultant and the
Company are also referred to in this agreement as the "PARTIES".

WHERAS, the Company intends to negotiate settlement of past debt and

WHEREAS, the Company desires to utilize the services of the Consultant to reduce its debt; and

WHEREAS, in connection with the services to be provided by the Consultant pursuant to this Agreement, no
agreements will be entered into by the Consultant on behalf of the Company without written consent of the
company.

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 and develop a market for
the Products and Services. The Consultant agrees to use his best efforts during the term of this Agreement to
reduce the Company's past debt.
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. LICENSE: No license or right is granted by the Company to the Consultant, either expressly or by implication,
under any licenses or rights owned or controlled by the Company, except as expressly set forth in this
Agreement.
4. COMPENSATION; GRANT OF STOCK OPTION: 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
upon the execution of this Agreement a non-qualified stock option (the "OPTION") to purchase up to the number
of shares (the "SHARES") of the Company's common stock ( the "COMMON STOCK") as set for the below
which shall fully vest immediately upon execution of this Agreement, at an exercise price as set forth below:

Total Dollar Amount: $50,000 Percentage per Share (in US$): 70% of the preceding day close

The terms of the Option shall otherwise be set forth in a Non-Qualified Stock Option Agreement between the
Company and the Consultant, substantially in the form attached as Exhibit A to this Agreement. The Company
agrees to register the Shares upon signing of this agreement for resale under the Securities Act of 1933, as
amended, pursuant to a registration statement filed with the Securities and Exchange Commission of for S-8 (or,
if Form S-8 is not then available, such other form of registration statement available), pursuant to the terms of
such registration set forth in the Non-Qualified Stock Option Agreement.

5. 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.

6. 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.

7. MISCELLANEOUS:

(a) GOVERNING LAW: This Agreement shall be construed under the internal laws of the State of California,
and the Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall
be in Las Vegas, Nevada.
(b) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the Parties, their successors and
assigns, provided, however, that the Consultant shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Company which approval shall not be
unreasonably withheld and written notice of the Company's position shall be given within ten (10) days after
approval has been requested.
(c) COUNTERPARTS:This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but which when taken together shall constitute one agreement.
(d) 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.

                  Address for Notices:

                  CONSULTANT                                  COMPANY:
                  Donald Hansen                               Gateway Distributors Ltd




IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of the
date set forth below.

                    CONSULTANT                             GATEWAY DISTRIBUTORS LTD


               By:                                         By:
                  ---------------------------                 ---------------------------
                      Donald Hansen                               Rick Bailey
                      Consultant                                  President




Date: Date:
                                                 EXIHIBIT A

                                         FORM OF
                          NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") is between Donald
Hansen (the "GRANTEE") and the other party named on the signature page to this Agreement (the
"COMPANY"). Each of the Grantee and the Company are also referred to in this agreement as the "PARTIES".

WHEREAS, the Board of Directors of the Company (the "BOARD OF DIRECTORS") has authorized the grant
to the Grantee, for services to be rendered by the Grantee as a consultant to the Company pursuant to the terms
of a Consulting and Marketing License Agreement (the "CONSULTING AGREEMENT") between the
Company and the Grantee of non-qualified stock option (the "OPTION") to purchase the number of shares of
the Company's common stock (the "COMMON STOCK") specified in paragraph 1 of this Agreement, at the
price specified in paragraph 1 of this Agreement.

NOW THEREFORE, in consideration of the premises and mutual convenants set forth in the Agreement, the
Parties hereby agree as follows:
1. NUMBER OF SHARES; EXERCISE PRICE: Pursuant to action taken by the Board of Directors, the
Company hereby grants to the Grantee, in consideration of consulting services to be performed for the benefit of
the Company pursuant to the Consulting Agreement, an option
("OPTION") to purchase the number of common shares ("OPTION SHARES")
of Common Stock set forth below, at the exercise price set forth below:

Total Dollar Amount: $50,000

Exercise Price or Percentage per Share (in US$): 70% of five day low.

2. TERM: The Option and this Agreement shall expire one year from the

date of signing of this agreement.
3. SHARES SUBJECT TO EXERCISE: The Option shall be immediately exercisable and shall remain
exercisable for the entire Term specified in Paragraph 2 of this Agreement.
4. METHOD AND TIME OF EXERCISE: The Option may be exercised in whole or from time to time in part
by written notice delivered to the Company stating the number of Option Shares with respect to which the Option
is then being exercised, together with a check and/or a wire transfer made payable to the Company in the amount
equal to the Exercise Price multiplied by the number of Option shares then being issued pursuant to the written
notice of exercise, plus the amount of applicable federal, state and local withholding taxes, provided, however,
that such taxes may be satisfied by the withholding of Option Shares then issuable upon the exercise of the
Option pursuant to paragraph 5 of this Agreement. Not less than one hundred (100) Option Shares may be
purchased upon exercise of the Option at any one time unless the number of Option Shares for which exercise of
the Option is being made is all of the Option Shares then issuable upon exercise of the Option. Only whole shares
shall be issued upon exercise of the Option.
5. TAX WITHHOLDING: As a condition to exercise of the Option, the Company may require the Grantee to
pay to the Company all applicable federal, state and local taxes which the Company is required to withhold with
respect to the exercise of the Option. Or the grantee is liable for filing and paying all of his own taxes.
6. EXERCISE FOLLOWING TERMINATION OF CONSULTING AGREEMENT: The Option shall not
terminate as a result of the termination of Grantee's services as a consultant to the Company pursuant to the
Consulting Agreement.
7. TRANSFERABILITY: The Option and this Agreement may not be assigned or transferred except by will or
by the laws of descent and distribution, and with consent of the Company.
8. GRANTEE NOT A SHAREHOLDER: The Grantee shall have no rights as a shareholder with respect to the
Option Shares issued from time to time upon exercise of the Option until the earlier of: (1) the date of issuance of
a stock certificate or stock certificates to the Grantee applicable to the Option Shares then issuable to the grantee
upon exercise of the Option and (2) the date on which the Grantee or his nominee is recorded as owner of such
Option Shares on the Company's stock ledger by the Company's registrar and transfer agent, which may be the
Company. Except as set forth in paragraph 13 of this Agreement, no adjustment will be made for dividends or
other rights for which the record date is prior to the earlier of the events described in clauses
(1) and (2) of this paragraph. All voting rights remain with the President of the Company.
9. RESTRICTIONS ON TRANSFER: The Grantee represents and agrees that, upon the Grantee's exercise of
the Option in whole or in part, unless there is in effect at that time under the Securities Act of 1933 a registration
statement relating to the Option Shares, the Grantee will acquire the Options Shares for the purpose of
investment and not with a view to their resale or further distribution, and that upon such exercise hereof, the
Grantee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and
substance.
10. SHARES QUALIFIED FOR LISTING: Company represents that its Common Stock is qualified for trading
or quotation on a nationally recognized securities exchange or stock quotation system, including, without the
NASDAQ Bulleting Board, and for trading with the California Department of Corporations or such other
applicable jurisdictions.
11. REGISTRATION RIGHTS: On or before the day of this Agreement, the Company shall, at the Company's
expense, file with the Securities and Exchange Commission ("SEC"), a registration statement ("REGISTRATION
STATEMENT") on Form S-8 or other comparable form, or if such form is not then available, such other form of
registration statement then available, in such form as to comply with applicable federal and state laws for the
purpose of registering or qualifying the Option Shares for public resale by the Grantee, and prepare and file with
the appropriate state securities regulatory authorities the documents reasonably necessary to register or qualify
the Option Shares, subject to the ability of the Company to register or qualify the Option Shares under applicable
state law.
12. NOTICES: All notices to the Company shall be addressed to the Company at the principal office of the
Company at the address and facsimile number set forth on the signature page of this Agreement, and all notices to
the Grantee shall be addressed to the Grantee a the address and facsimile number of the Grantee set forth on the
signature page of this Agreement, or if different, the last address and facsimile number on file with the Company,
or to such other address and facsimile number as either may designate to the other in writing. A notice shall be
deemed to be duly given if and when enclosed in a properly addressed sealed envelope deposited, postage
prepaid and followed by facsimile to the addressee. In lieu of giving notice by mail as foresaid, written notices
under this Agreement may be given by personal delivery to the Grantee or to the Company (as the case may be)
by nationally recognized courier or overnight delivery service.
13. ADJUSTMENTS: If there is any change in the capitalization of the Company after the date of this Agreement
affecting in any manner the number of kind of outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization of such stock, or because the Company has merged
or consolidated with one or more other corporations (and provided the Option does not thereby terminate
pursuant to paragraph 14 of this Agreement), then the
number and kind of shares then subject to the Option and the exercise price to be paid for the Option Shares
shall be appropriately adjusted by the Board of Directors; provided, however, that in no event shall any such
adjustment result in the Company being required to sell or issue any fractional shares. This Agreement is subject
to market conditions. Any such adjustment shall be made without change in the aggregate exercise price
applicable to the unexercised portion of the Option, but with an appropriate adjustment to the exercise price of
each Option Share or other unit of security then covered by the Option and this Agreement.
14. CESSATION OF CORPORATE EXISTENCE: Notwithstanding any other provision of this Agreement, in
the event of the reorganization, merger or consolidation of the Company with one or more corporations as a
result of which the Company is not the surviving corporation, or the sale of substantially all the assets of the
Company or of more that fifty percent (50%) of the then outstanding stock of the Company to another
corporation or other entity in a single transaction, the Option grated hereunder shall terminate, provided,
however, that not later than five
(5) days before the effective date of such merger or consolidation or sale of assets in which the Company is not
the surviving corporation, the surviving corporation may, but shall not be so obligated to tender to the Grantee an
option to purchase a number of shares of capital stock of the surviving corporation equal to the number of Option
Shares then issuable upon exercise of the Option, and such new option or options for shares of the surviving
corporation shall contain such terms, conditions and provisions as shall be required substantially to preserve the
rights and benefits of the Option and this Agreement.
(a) ENTIRE AGREEMENT: This Agreement and the Consulting Agreement contain the entire agreement
between the Parties, and may not be waived, amended, modified or supplemented except by agreement in writing
signed by the Party against whom enforcement of any waiver, amendment, modification or supplement is sought.
Waiver of or failure to exercise any rights provided by this Agreement and the Consulting Agreement in any
respect shall not be deemed a waiver of any further or future rights.

15. MISCELLANEOUS

(b) 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.
(c) COUNTERPARTS:This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but which when taken together shall constitute one agreement.
(d) 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                  GATEWAY DISTRIBUTORS LTD


              By:                             By:
                 --------------------------      --------------------------
                     Donald Hansen                   Rick Bailey
                     Consultant                      President




Date: Date:
GATEWAY DISTRIBUTORS, LTD

                                       STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of February 1, 2006 between GATEWAY DISTRIBUTORS LTD, a Nevada
corporation (the "Company"), and Stephen F. Owens at 1951 Tavern Road, Alpine, CA 91901 (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, all as set forth below:

                         Shares under      option:                    800,000,000
                         Option Price      per Share:                 $.0001
                         Grant Date:                                  February 1,      2006




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. This Option is granted in exchange for the $80,000 loan on the Company
books owed to Stephens F. Owens.

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
one (1) year 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

                                                          1
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 Expira1ion 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

                                                           3
February 1,2007 which date is on or prior to the third anniversary of the Grant Date.

11. Miscellaneous. This Agreement sets forth the complete agreement of the parties concerning the subject matter
hereof, superseding all prior agreemen1s, 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:

                                                  Rick Bailey

Title: President/CEO

"Optionee"


Stephen F. Owens (the Optionee")

                                                        4
CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is made and entered into this 1st day of March 2006, by and
between Gateway Distributors, Ltd., a Nevada corporation ("GWDB"), whose principal place of business is
3220 Pepper Lane, Las Vegas, Nevada 89120, and Steve Hayden (the "Consultant") at 941 East Grand
Cerritos Ave, Las Vegas, Nevada 89120.

                                                     RECITALS

WHEREAS, Consultant is willing and capable of providing on a "best efforts" basis various mergers and
acquisition, feasibility, fairness opinions, legal services and management services for and on behalf of GWDB in
connection with GWDB's mergers and acquisition projects, joint ventures, strategic alliances and in connection
with GWDB's compliance with state and Federal securities laws and regulations; and

WHEREAS, GWDB desires to retain the Consultant as an independent Consultant to provide the above-
described consulting services, and the Consultant desires to be retained in that capacity upon the terms and
conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

CONSULTING SERVICES. GWDB hereby retains the Consultant as an independent Consultant to GWDB
and the Consultant hereby accepts and agrees to such retention. The Consultant shall render to GWDB such
services of an advisory or consultative nature in order to assist GWDB in the analysis of proposed
divestiture/sales or acquisitions that may benefit GWDB; rendering of legal advice and services in the structuring
of divestitures, acquisitions, joint ventures, strategic alliances, and other business related matters; and in order to
permit GWDB to comply with all state and Federal securities laws and regulations.

TIME, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available for advice and
counsel to the president and chief executive officer of GWDB, Rick Bailey, at such reasonable and convenient
times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of
performance of the services hereunder, shall be determined in the sole discretion of the Consultant; however, the
Consultant will provide a minimum of 250 hours.

TERM OF AGREEMENT. The term of this Agreement shall be for 12 months; commencing March 1, 2006 and
terminating on March 1, 2007, unless terminated as set forth herein.

                                                           1
COMPENSATION. In consideration of the services to be provided for GWDB by the Consultant, GWDB
hereby agrees to the following deliverable schedule for compensation:

MERGERS AND ACQUISITIONS PROJECT CONSULTING. Upon execution of this Consulting Agreement
and the commencement by the Consultant of services to be rendered pursuant to this Agreement, GWDB agrees
to issue and deliver 400,000,000 shares of common stock as compensation to the Consultant for the services to
be rendered to GWDB. At the sole discretion of GWDB's board of directors or by GWDB's president and chief
executive officer, GWDB may thereafter provide an additional number of shares of common stock at any time
prior to the termination date of this Agreement, based upon progress reports, and/or within thirty (30) days of
receipt, acceptance and approval by GWDB of the final deliverables. GWDB agrees, as soon as reasonably
practicable, to register the Shares for resale under the Securities Act of 1933, as amended, pursuant to a
registration statement filed with the Securities and Exchange Commission on Form S-8 (or, if Form S-8 is not
then available, such other form of registration statement then available).

CONFIDENTIALITY. The Consultant covenants that all information concerning GWDB, including proprietary
information, which he 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 GWDB, nor shall the
confidential information be disclosed by the Consultant to any third party without prior written consent of
GWDB, provided, however, that the Consultant shall not be obligated to treat as confidential, or return to
GWDB copies of confidential information that (i) was publicly known at the time of disclosure to the Consultant;
(ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any
other duty owed to GWDB by the Consultant, or; (iii) is lawfully disclosed to the Consultant by a third party or is
required by any entity or court of competent jurisdiction or lawful request of any regulatory body or agency.

INDEPENDENT CONTRACTOR. The Consultant and GWDB hereby acknowledge that the Consultant is an
independent contractor. The Consultant agrees not to hold himself out as, nor shall take any action from which
others might reasonably infer that the Consultant is a partner or agent or a joint venturer with GWDB. In addition,
the Consultant shall take no action that, to the knowledge of the Consultant binds, or purports to bind, GWDB to
any contract or agreement.

EXPENSES. Consultant covers typical expenses expected to be incurred by the Consultant. For other
extraordinary expenses beyond minor daily operating expenses to perform services under this Agreement,
GWDB shall reimburse the Consultant on demand, net 30 days, for all expenses and other disbursements,
provided these expenses and disbursements shall have GWDB's prior written approval and be verifiable with
receipts and documentation as may be required under GAAP for accounting purposes

                                                         2
of GWDB. All expense invoices pre-approved and received by GWDB will be addressed on a net 30-day basis.

TERMINATION. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement
may be terminated by GWDB at any time, for any reason, with or without cause, at the sole discretion of
GWDB, with 30 days written notice to Consultant. Upon termination of this Agreement prior to the end of its
anticipated expiration on July 31, 2003, with or without cause, GWDB has no requirement for payment of
compensation or expenses of any kind, explicit or implicit, and GWDB assumes no liabilities either express or
implied as a result of any terms of this Agreement. Until receipt of Consultant's deliverables by GWDB and the
acceptance by GWDB of the adequacy and completeness of these deliverables in the sole discretion of GWDB,
there is no creation of liabilities either express or implied under this Agreement; except that, at the sole discretion
of GWDB, it may provide portions of compensation for work product received and accepted, and for project
progress, as optional and voluntary interim compensation to Consultant by GWDB, up to the full amount to be
paid. GWDB may also, at any time, terminate this Agreement for cause. For purposes of this Agreement the term
"cause" means a termination of this Agreement during the term which is a result of (i) the Consultant's felony
conviction or plea of "no contest" to a felony; (ii) the Consultant's willful disclosure of material trade secrets or
other material confidential information related to Consultant's business; or (iii) the Consultant's willful and
continued failure to substantially perform his duties for GWDB after a written demand for substantial performance
is delivered by GWDB to the Consultant, which demand specifically identifies the manner in which GWDB
believes that the Consultant has not substantially performed his duties, and which performance is not substantially
corrected by the Consultant within 10 days of delivery of such demand. For purposes of the previous sentence,
no act or failure to act on the Consultant's part shall be deemed "willful" unless done, or omitted to be done, by
the Consultant not in good faith and without reasonable belief that the Consultant's action or omission was in the
best interest of GWDB. In the accomplishment of the performance of such duties and responsibilities as are
assigned to Consultant under the terms of this Agreement, Consultant shall at all times conduct himself in a
professional manner and shall conform to those standards of ethical conduct as are generally expected from those
performing such services in the business community

WORK PRODUCT. It is agreed that the Consultant retains all property rights with respect to the deliverables
until payment in full for all work product is received by the Consultant from GWDB and GWDB has given final
quality assurance approval to the work product and deliverables.

CONFLICT OF INTEREST. The Consultant shall be free to perform services for other persons. The Consultant
will notify GWDB of his performance of consulting services for any other person, which could conflict with his
obligations under this Agreement. Upon receiving such notice, GWDB may terminate this Agreement or may in
writing waive

                                                          3
the conflict concerns and continue with this Agreement at the sole discretion of GWDB.

INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS. GWDB and the Consultant agree to
mutually indemnify and hold each other and each officer, director and controlling person of GWDB or the
Consultant harmless against any losses, claims, damages, liabilities and/or expenses (including any legal or other
expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to which the
Consultant or GWDB or such officer, director or controlling person may become subject under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, because of inappropriate
actions of the Consultant or GWDB or their agent(s). GWDB and the Consultant will comply with all of the
applicable laws of the Securities Act of 1933.

NOTICES. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the principal office of each party.

WAIVER OF BREACH. Any waiver by GWDB of a breach of any provision of this Agreement by the
Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. Any
waiver by Consultant of a breach of any provision of this Agreement by GWDB shall not operate or be
construed as a waiver of any subsequent breach by GWDB.

ASSIGNMENT. This Agreement and the rights and obligations of the parties hereunder shall not be assignable,
unless written authorization to assign the Agreement, rights and obligations hereunder is obtained from the other
non-assigning Party.

Severability. All agreements and covenants contained herein are severable, and in the event any of them shall be
held to be invalid by any competent court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.

ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties, and may not be
waived, amended, modified or supplemented except by agreement in writing signed by the Party against whom
enforcement of any waiver, amendment, modification or supplement is sought. Waiver of or failure to exercise
any rights provided by this Agreement in any respect shall not be deemed a waiver of any further or future rights.

WAIVER AND MODIFICATION. Any waiver, alteration or modification of any of the provisions of this
Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, from time to
time, may waive any of its rights hereunder without effecting a waiver with respect to any subsequent occurrences
or transactions hereof.

                                                         4
COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an
original but both of which taken together shall constitute but one and the same document.

GOVERNING LAW; VENUE. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, and all issues of interpretation arising under this Agreement including, without
limitation, issues with respect to capacity of the parties, execution and construction of the Agreement, the manner
of performance under the Agreement, the validity of the Agreement and the rights and duties of the parties
hereunder shall be decided in accordance with such law. The parties stipulate and agree that any and all legal
actions or proceedings, which arise under this Agreement, shall be commenced within the State of Nevada, in a
court of competent jurisdiction.

COSTS AND FEES. In the event that any of the parties hereto institutes any action, suit or proceeding to
enforce the provisions of this Agreement, or for breach thereof, or to declare the rights of the parties with respect
thereto, the prevailing party shall be entitled to recover, in addition to damages, injunctive or other relief,
reasonable costs and expenses including, without limitation, costs and reasonable attorneys' fees incurred in the
furtherance of such action, suit or proceeding.

NEGOTIATED TRANSACTION. The provisions of this Agreement were negotiated by both of the parties
hereto, and said Agreement shall be deemed to have been drafted by both parties.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day
and year first above written.

CONSULTANT


Steve Hayden

GATEWAY DISTRIBUTORS, LTD.


Rick Bailey, Chairman/President

Date

                                                          5
IN THE MATTER OF GATEWAY DISTRIBUTORS, LTD., THE
RIGHT SOLUTION GATEWAY AND RICHARD BAILEY

                            ASSURANCE OF VOLUNTARY COMPLIANCE

1. This Assurance of Voluntary Compliance ("Assurance")(l) is entered into by the Attorneys General of Arizona,
California, District of Columbia, Illinois, Kansas, Kentucky, Maryland, Michigan, Missouri, Montana, Nevada,
North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Vermont, Washington and Wisconsin
(collectively referred to as the "Attorneys General") and Gateway Distributors, Ltd., The Right Solution Gateway
and Richard Bailey (collectively referred to as "Respondents.")

2. Gateway Distributors, Ltd. is a Nevada corporation located at 3220 Pepper Lane, Las Vegas NV 89120.
Gateway Distributors, Ltd. conducts business using the name The Right Solution.

3. TRSG Corp. is a Nevada corporation that was located at 3035 E. Patrick Lane, Suite 14, Las Vegas NV
89120. TRSG Corp. conducted business using the name The Right Solution. Respondents no longer own TRSG
Corp. and it is not a party to this Assurance of Voluntary Compliance.

4. The Right Solution Gateway is a Nevada corporation located at 3220 Pepper Lane, Las Vegas NV 89120.
The Right Solution Gateway conducts business using the name The Right Solution.

5. Richard Bailey is the President and an owner of Gateway Distributors, Ltd., and The Right Solution Gateway,
and was the President and an owner of TRSG Corp. The Attorneys


(1) This Assurance of Voluntary Compliance shall, for all necessary purposes, also be considered an Assurance
of Discontinuance.

                                                       1
General allege that Respondent Bailey, as an owner and officer of Gateway Distributors, Ltd., TRSG Corp. and
The Right Solution Gateway, possessed or exercised the authority to control the policies and trade practices of
Gateway Distributors, Ltd., TRSG Corp. and The Right Solution Gateway; was responsible for creating and
implementing the unfair or deceptive policies and practices of Gateway Distributors, Ltd., TRSG Corp. and The
Right Solution Gateway that are described herein; participated in the unfair or deceptive trade practices that are
described herein; directed or supervised those employees of Gateway Distributors, Ltd., TRSG Corp. and The
Right Solution Gateway who participated in the unfair or deceptive trade practices that are described herein; and
knew or should have known of the unfair or deceptive trade practices that are described herein and had the
power to stop them, but rather then stopping them, promoted their use.

                                                 APPLICATION

6. The terms of this Assurance apply to Respondents, and their officers, agents, employees while serving as such,
and their assigns and successors in connection with any business in which they, either individually or collectively,
have an ownership interest or manage, that offers or sells health-related products.

7. The terms of this Assurance set forth below shall apply to all of the Respondents' advertising, offers for sale, or
sales, either directly or indirectly, to consumers of what are labeled, advertised, promoted or offered for sale as
health-related products (hereinafter "health- related products"). "Consumers" are purchasers or prospective
purchasers of goods for personal, family or household purposes.

                                                          2
                                                ALLEGATIONS

8. The Attorneys General allege that Respondents labeled, advertised, promoted, offered for sale, sold, and
distributed topically applied hormone-containing cream products that could not be lawfully offered or sold in the
United States.

9. The Attorneys General allege that Respondents' topically applied hormone- containing cream products were
unapproved new drugs that could not be introduced into interstate commerce without prior approval from the
United States Food and Drug Administration ("FDA").

10. The Attorneys General allege that Respondents labeled, advertised, promoted, offered for sale, sold, and
distributed topically applied hormone-containing cream products without first obtaining approval from the FDA.

11. The Attorneys General allege that Respondents, in the course of labeling, advertising, promoting, selling and
distributing their topically applied hormone-containing cream products, misrepresented the legality of their
products to consumers.

12. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone- containing cream products, created and
caused to be mailed to consumers residing in each of the Attorneys Generals' states "Medical Recall Notices" that
stated, among other things:

                                        Medical Recall Notice
                                   IMMEDIATE ACTION REQUIRED!
                                       Your Health Is At Risk!

                   YOU MAY BE TAKING PRESCRIPTION DRUGS THAT HAVE
                  BEEN DETERMINED TO BE HAZARDOUS TO YOUR HEALTH.

                                                        3
                                                INDICATIONS

                  YOU ARE AT-RISK BY USING ANY FORM OFPRESCRIPTION
                 ESTROGEN OR PROGESTIN. IT HAS BEEN DETERMINED THAT

ALL FORMS OF THESE SYNTHETIC HORMONES ARE HAZARDOUS TO YOUR HEALTH, AND
CAN LEAD TO: INCREASED RATES OF BREAST CANCER, CERVICAL CANCER, ENDOMETRIAL
CANCER, GALLSTONES, GALL BLADDER DISEASE, PROLONGED VAGINAL BLEEDING,
REDUCED CARBOHYDRATE TOLERANCE, REDUCED GLUCOSE TOLERANCE,
THROMBOPHLEBITIS, VAGINAL CANDIDIASIS, JAUNDICE, HAIR LOSS, HYPERLIPEMIA,
CYSTITIS-LIKE SYNDROMES, AMENORRHEA, ABDOMINAL CRAMPS, BLOATING, ELEVATED
BLOOD PRESSURE, MENTAL DEPRESSION, NAUSEA AND VOMITING, SKIN RASHES, AND 20
TO 30 POUNDS OF EXCESS WEIGHT GAIN ON AVERAGE. UP TO 90% OF ESTROGEN IS
DESTROYED IN LIVER. ESTROGEN REPLACEMENT THERAPY STOPS WORKING IN 5 TO 7
YEARS FOR MOST WOMEN...

                  RECALLED TREATMENT... PRESCRIPTION ESTROGENS AND
                                  PROGESTINS...

STOP KILLING YOURSELF! THE DETAILED INFORMATION IN THIS LETTER AND AUDIO
CASSETTE IS TRUE, CLEAR AND CONVINCING. YOU HAVE HEARD MOST OF THESE
DANGERS BEFORE
- THAT PRESCRIPTION ESTROGENS AND PROGESTINS COME WITH HUGE AND SERIOUS SIDE
EFFECTS THAT COULD COST YOU YOUR HEALTH, OR WORSE, THEY MAY COST YOU YOUR
LIFE.

13. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone- containing cream products, mailed the
aforementioned Medical Recall Notices in envelopes that stated, in large type, that they contained a "Drug Recall
Warning."

14. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone-

                                                        4
containing cream products, falsely represented to consumers that prescription estrogen and progesterone drug
products are dangerous and have been recalled or withdrawn from the market. In fact, no prescription
progesterone or estrogen drug products have been recalled or withdrawn from the market.

15. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone- containing cream products,
misrepresented that their advertisements were medical recall notices when, in fact, the advertisements were
nothing more than advertisements designed to advertise, market and promote Respondents' topically applied
hormone-containing products.

16. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone- containing cream products, mailed
consumers who resided in each of the Attorneys Generals' states an audiotape that contained an interview of
Betty Kamen, Ph.D conducted by Respondent Bailey.

17. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone- containing cream products, including in the
Betty Kamen, Ph.D. interview tape and Medical Recall Notices, made representations that their topically applied
hormone-containing cream products could be used to cure, mitigate, treat or prevent diseases or affect the
structure or function of the body, including that the products may be used to treat or prevent PMS, depression,
osteoporosis and menopausal symptoms that occur naturally or as a result of surgery.

18. The Attorneys General allege that Respondents' representations concerning the

                                                        5
use and efficacy of their topically applied hormone-containing products were unsubstantiated, false and/or
misleading.

19. The Attorneys General allege that Respondents, directly and through their licensees, in the course of
advertising, promoting, and marketing their topically applied hormone- containing cream products, represented
that their products were clinically proven when, in fact, no clinical testing had been performed on Respondents'
topically applied hormone-containing cream products.

20. The Attorneys General allege that Respondents' misrepresentations that are described herein had the
capacity, tendency and effect of misleading consumers.

21. The Attorneys General allege that Respondents failed to inform consumers of facts that were material, the
omission of which deceived or tended to deceive consumers, including Respondents' failure to inform consumers
that their topically applied hormone- containing products were drugs that could not be lawfully marketed in the
United States; that Respondents lacked substantiation for the efficacy claims Respondents made regarding their
products; and that there has been no recall of estrogen and progesterone drug products.

22. Respondents generally deny the allegations; assert that the FDA issue is a correctable labeling issue; contend
that they reasonably believed that they had appropriate support for the representations made about the efficacy of
the product; contend that they ceased all involvement with the Medical Recall Notice and its associated
promotional campaign and ended their relationship with its creators in July 1997, after a test period of several
months; and that only 120 bottles of the yam cream product were provided by the Respondents to, and
distributed by or through, the creator of the Medical Recall Notice during this test period, which

                                                        6
bottles were sold by him for his own account.

23. By execution of this Assurance, the parties intend to resolve their differences as provided for herein by
providing for restitution to consumers and the payment of a substantial civil penalty by Respondents and agreeing
to certain assurances regarding future conduct by Respondents and Richard Bailey.

                                          TERMS OF ASSURANCE

24. Respondents shall immediately cease and desist from engaging in any unfair or deceptive trade practices in
the offer or sale of health-related products in violation of the consumer protection and trade practice statutes
listed herein at footnote 2 and/or the regulations promulgated pursuant to the same.(2)

25. Respondents shall not make any express or implied statements in the offer or sale of health-related products
that have the capacity, tendency or effect of deceiving or misleading consumers or that fail to state any material
fact, the omission of which deceives or tends to


(2) Arizona Consumer Fraud Act, A.R.S. Section 44-1521, et seq.; California, Bus. & Prof. Code Sec.Sec.
17200 et seq., and 17500 et seq.; District of Columbia, Consumer Protection Procedures Act, D.C. Official
Code Sec.Sec. 28-3901, et seq.; Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS
505/1, et seq.; Kansas Consumer Protection Act, K.S.A. 50-623, et seq.; Kentucky KRS 367.110, et seq.;
Maryland Consumer Protection Act, Md. Code Ann., Com. Law Sec. 13-101, et seq. (2002 Repl. Vol. and
2004 Supp.); Michigan Consumer Protection Act, Mich. Comp. Laws Sec. 445.901, et seq.; Missouri
Consumer Protection Act, 407.020, et seq., RSMo 2000; Nevada Deceptive Trade Practices Act, Nevada
Revised Statutes, 598.0903 to 598.099, et seq.; North Carolina Unfair and Deceptive Trade Practices Act,
N.C. Gen. Stat. Sec. 75-1.1; Ohio Consumer Sales Practice Act, R.C. 1345.01, et seq.; Oregon Revised
Statutes 646.605 to 646.656; Pennsylvania Unfair Trade Practices and Consumer Protection Law, Act of
December 17, 1968, P.L. 1224, as amended, 73 P.S. Sec. 201-1, et seq.; Consumer Protection Act of 1977,
Tenn. Code Ann. Sec. 47-18-101, et seq.; Deceptive Trade Practices - Consumer Protection Act, TEX. BUS.
& COM. CODE ANN. Sec. 17.41, et seq. (Vernon 2002 and Supp. 2005); Vermont Consumer Fraud Act, 9
V.S.A. Sec. 2451, et seq.; Washington, Consumer Protection Act, RCW 19.86, et seq.; and Wisconsin Statutes
Sec.Sec.100.18(1) and 100.207.

                                                         7
deceive consumers.

26. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not make any express or implied claim that the products may be used
in the diagnosis, cure, mitigation, treatment or prevention of diseases in humans or animals unless the products are
first approved by the United States Food and Drug Administration as being safe and effective.

27. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not make any express or implied claim that the products affect the
structure or function of the body unless the products are first approved by the FDA as being safe and effective.

28. Respondents shall not use the word "hormone" in any of the labeling of their health-related products unless
the products are first approved by the FDA as being safe and effective.

29. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not make any representation, expressly or by implication, concerning
such products' efficacy, performance, safety or benefits, unless, at the time the representation is made,
Respondents possess and rely upon competent and reliable scientific evidence that substantiates the
representation.

30. For purposes of this Assurance, "competent and reliable scientific evidence" shall mean tests, analysis,
research, studies, or other evidence based on the expertise of professionals in the relevant area, that have been
conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally
accepted in the profession to yield accurate and

                                                         8
reliable results. For health-related products, competent and reliable scientific evidence shall include at least two
adequate, and well-controlled, double-blind clinical studies for purposes of this Assurance.

31. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not make any representations about research that has been
performed or other support for an advertising claim, including any representations that their products have been
clinically tested, unless Respondents actually possess the research or support claimed in their advertisements or
solicitations, at the time the representations are made.

32. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not misrepresent the character or nature of any advertisement for
their product(s), including representing that an advertisement is a medical recall notice, or that any product has
been the subject of a medical recall, unless the representations are, in fact, truthful.

33. Respondents shall print the statement "Advertisement Enclosed" in at least 14- point bold faced type on any
envelope sent to a consumer that contains information used to advertise, market or promote any of Respondents'
health-related products.

34. Respondents shall not use the name "Health Notification Service" or words of similar import to describe any
company or business that they own or operate.

35. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not make any representations about a particular matter concerning a
health-related product unless they clearly

                                                          9
and conspicuously state all facts, including any qualifying information reasonably necessary to make the
representation accurate and not misleading.

36. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall make no statements or representations concerning a health-related
product that are ambiguous or make any of Respondents' other statements or representations regarding the
product ambiguous.

37. Respondents, in connection with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or
distribution of health-related products, shall not make any statements or representations concerning a health-
related product that contradict or conflict with any other statements or representations Respondents make about
the product at the same time.

38. In the event that there is any change of federal or state law that Respondents believe would impact their
obligations under this Assurance, Respondents may petition the appropriate Attorney(s) General, or in the case of
the State of Tennessee, a court of competent jurisdiction, to modify this Assurance.

                                                 RESTITUTION

39. Respondents represent that they do not possess complete data reflecting the identities of all of the consumers
who purchased Respondents' topically applied hormone- containing cream products. The provisions of this
paragraph are expressly premised upon the truthfulness and accuracy of the representations made to the
Attorneys General by the Respondents regarding the completeness of the customer purchase and shipping data
Respondents possess. Within thirty (30) days of the Effective Date of this Assurance, Respondents shall provide
the Attorneys General with the information in their possession that

                                                         10
identifies the consumers who purchased Respondents' products and whether the purchases were of Respondents'
topically applied hormone-containing cream products. Respondents shall provide the information required under
this paragraph in the form of a list (hereinafter referred to as the "Consumer List") that contains the following
information:

(i) the name, address and phone number of every consumer who has purchased a product from the Respondents;
and (ii) to the extent such information exists, the total

amount, to date, of the payment(s) made by each consumer to Respondents for the purchase of any of
Respondents' topically applied hormone-containing cream products.

Respondents shall provide the Consumer List to the Attorneys General in both electronic and paper form. The
electronic documents shall be in an ASCI, tab-delimited format, or another format to which the Attorneys
General agree. The Consumer List shall be delivered to the Attorneys General by mailing the information to:
Office of the Maryland Attorney General, Consumer Protection Division, 200 St. Paul Place, 16th Floor,
Baltimore, MD 21202. The Attorneys General may use the Consumer List to communicate with potential
consumer purchasers of Respondents' topically applied hormone-containing cream products in furtherance of this
Restitution Program and in order to otherwise carry out and enforce the terms of this Assurance.

40. All consumers who purchased Respondents' topically applied hormone-containing

                                                       11
cream products prior to the Effective Date(3) of this Assurance, and who file restitution claims as outlined herein,
are eligible to receive a refund of all monies that they paid in connection with their purchase of the Respondents'
topically applied hormone-containing products, including but not limited to, the purchase price of the product,
sales tax, and shipping and handling (the "Restitution Amount").

41. Respondents shall pay a Restitution Amount to all eligible consumers who have either: (a) sent Respondents
complaints, correspondence, or other written, electronic or documented oral communications, in which the
consumer complained about Respondents' topically applied hormone-containing cream products or requested a
refund of his or her payments made to Respondents to purchase the products; or (b) send Respondents, within
180 days of the Effective Date of this Assurance (the "Claims Period"), any complaints, correspondence, or other
written, electronic or documented oral communications, in which the consumer complains about Respondents'
topically applied hormone-containing cream products or requests a refund of his or her payments made to
Respondents to purchase the products (hereinafter referred to as "Claims Letters").

42. Respondents shall also pay a Restitution Amount to all consumers who either: (a) have sent any complaints,
correspondence, or other written, electronic or documented oral communications, to the Attorneys General, in
which the consumer either complained about Respondents' topically applied hormone-containing cream products
or requested a refund of his


(3) The Effective Date of this Assurance of Voluntary Compliance shall be the latest of the dates on which it is
either executed by Respondents and each of the Attorneys General or, in the case of Tennessee, the date on
which it is approved and entered by a Court of competent jurisdiction.

                                                         12
or her payments made to Respondents to purchase the products; or (b) send any complaints, correspondence, or
other written, electronic or documented oral communications to the Attorneys General, in which the consumers
complain about Respondents' topically applied hormone-containing cream products or request a refund of his or
her payments made to Respondents to purchase the products (hereinafter referred to as "Claims Complaints"). In
order for a consumer to be eligible to receive a refund under this paragraph, the consumer's Claims Complaint
must have been received by the Attorneys General during the Claims Period.

43. Respondents shall pay the Restitution Amounts to consumers no later than sixty (60) days after receiving the
Claims Letters or Claims Complaints. Respondents may reduce the Restitution Amounts they pay to consumers
by an amount equal to any refunds they paid eligible consumers in connection with their purchase of Respondents'
topically applied hormone- containing products.

44. Within Two Hundred and Seventy (270) days after the Effective Date of this Assurance, Respondents shall
provide the Attorneys General with copies of all Claims Letters and Claims Complaints they received, as well as
documentation that the Restitution Amounts were paid to all of the consumers who filed the Claims Letters and
Claims Complaints or that full or partial payment was withheld because of any refunds Respondents previously
made to consumers. The documentation required under this paragraph shall include both documentation that a
Restitution Amount has been paid, as well as a spreadsheet containing the name and address of each consumer
who was paid a Restitution Amount; the amount of the Restitution Amount paid to each consumer; the date of the
payment of the Restitution Amount to each consumer; the amount of any refund previously paid to the consumer;
and the date of the

                                                      13
payment of any refund previously paid to the consumer. The spreadsheet Respondents must provide the
Attorneys General pursuant to this paragraph shall be delivered by mailing the information to: Office of the
Maryland Attorney General, Consumer Protection Division, 200 St. Paul Place, 16th Floor, Baltimore, MD
21202.

                                              CIVIL PENALTIES

45. Respondents shall pay the Attorneys General a civil penalty of One Hundred Thousand Dollars ($100,000).

46. If Respondents pay all of the restitution due to consumers under this Assurance, and the amount they pay to
consumers exceeds $25,000, then the civil penalty that Respondents shall pay the Attorneys General under this
paragraph shall be reduced by an amount equal to the aggregate amount of the restitution paid to consumers that
exceeded $25,000. If the Respondents pay all of the restitution due to consumers under this Assurance, and the
amount they pay to consumers is less than $25,000, then the civil penalty that Respondents shall pay the
Attorneys General under this paragraph shall be increased by an amount equal to the amount less than $25,000
of the restitution paid to consumers under this Assurance.

47. Respondents shall pay the civil penalty due under paragraph 45 in monthly installments of $5,000, or in the
case of the final installment payment, a portion thereof, on the first day of the first full month following the
Effective Date, until the entire civil penalty has been paid. Any payment amounts due hereunder shall be made
payable to the Attorney General of Maryland and shall be delivered on or before the due date to Office of the
Maryland Attorney General, Consumer Protection Division, 200 St. Paul Place, 16th Floor, Baltimore, MD
21202, or at such other places as the Attorneys General may from time to time designate in writing, and

                                                        14
shall be made in lawful money of the United States in immediately available funds.

48. The amount of the civil penalty and terms provided for its payment that are provided for in paragraphs 45
through 47 herein are expressly premised upon the truthfulness, accuracy, and completeness of the
representations made by Respondents to the Attorneys General, and information provided to the Attorneys
General, concerning Respondents' financial condition. If, in an action filed by the Attorneys General, a Court
were to find that Respondents misrepresented or failed to disclose to the Attorneys General any material
information concerning their financial condition, the Court shall enter a judgment as a civil penalty against
Respondents, jointly and severally in favor of the Attorneys General. In considering the greater penalty amount,
the Court shall consider evidence presented by the parties, including the intent of the Respondents, the actual
financial condition of the Respondents, the severity of the violations that are alleged herein, and the purpose of the
penalty, which is to punish Respondents and deter future violations.

49 From the Effective Date, for a period of two years, in order to ensure that Respondents are complying with
the terms of the Assurance, the Attorneys General may request information from Respondents that may include
Respondents' banking records, accounting records or business records related to the health-related products
Respondents are offering and/or selling to consumers. Respondents shall provide the requested information within
sixty (60) days of their receipt of any request for information made pursuant to this paragraph as long as it is not
unduly burdensome.

                                              CONFIDENTIALITY

50. If any of the Attorneys General receive a request for confidential business records

                                                         15
provided by Respondents to the Attorneys General pursuant to this Assurance of Voluntary Compliance, the
Attorneys General shall comply with their applicable disclosure laws and with any orders issued pursuant thereto.

                                                   DEFAULT

51. If Respondents fail to make a monthly payment, make an assignment for the benefit of their creditors, file or
have filed against them any proceedings under any reorganization, bankruptcy act or similar law, are adjudicated
bankrupt, or become insolvent, then all amounts due hereunder shall become immediately due and payable
without notice. Provided, however, that in the event of a failure to make timely payments, Respondents shall be
entitled to a written notice from the Attorneys General of any such delinquent payment and shall be given a period
often (10) days to make the payment before their payment obligations may be declared in default. If Respondents
are provided an opportunity to cure late payments on two occasions within any six month period, they shall not
be entitled to any further such opportunities to cure without the express agreement of the Attorneys General. Any
notice to Respondents under this paragraph shall be made by mailing such notice, first class mail to Respondents
at 3220 Pepper Lane, Las Vegas NV, 89120 or to such other address as Respondents may designate by notice
to the Attorneys General.

52. Upon the occurrence of any default payment required under the terms of this Assurance, Respondents hereby
irrevocably authorize and empower any attorney-at-law or Clerk of any court of competent jurisdiction in the
State of Maryland, or elsewhere, to appear at any time for the Respondents in any action brought against the
Respondents on this Assurance at the

                                                       16
suit of the Attorneys General, by and through the State of Maryland, Office of the Attorney General, with or
without declaration filed, as of any term, to waive the issuing of service of process, and therein to confess or enter
judgment against Respondents, jointly and severally, for the entire unpaid sum of amounts due hereunder,
together with all costs and expenses of collecting this Assurance, including reasonable attorney's fees. This
authority to confess judgment shall not be exhausted by any exercise thereof but shall continue from time to time
and at all times until payment in full or all the amounts due hereunder has been made.

53. The Attorneys General of Arizona, California, District of Columbia, Illinois, Kansas, Kentucky, Maryland,
Michigan, Missouri, Montana, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas,
Vermont, Washington and Wisconsin, shall have jurisdiction in any proceeding instituted to enforce this
Assurance and any objections to venue are hereby waived.

54. The provisions of this Assurance shall be enforceable by the Attorneys General in any court of competent
jurisdiction located in Arizona, California, District of Columbia, Illinois, Kansas, Kentucky, Maryland, Michigan,
Missouri, Montana, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Vermont,
Washington and Wisconsin.

55. No delay or failure by a party in exercising any right, power or privilege under this Assurance shall affect such
right, power or privilege; nor shall any single or partial exercise thereof or any abandonment or discontinuance of
steps to enforce such right, power or privilege preclude any further exercise thereof, or any other right, power or
privilege.

56. Respondents hereby waive demand, diligence, presentment, protest and notice of every kind. Any notice to
Respondents that the Attorneys General are required to make shall be

                                                         17
made by mailing such notice, first class mail to 3220 Pepper Lane, Las Vegas NV 89120 or to such other
address as Respondents may designate by notice to the Attorneys General, by and through the State of
Maryland, Office of the Attorney General.

                                                    RELEASE

57. Following full payment of the amounts due under this Assurance, the Attorneys General shall release and
discharge Respondents from all civil causes of action that the Attorneys General could have brought under the
consumer protection statutes listed in footnote 2 related to the allegations set forth herein for conduct prior to the
date of this Assurance. Respondents agree that if Respondents default on any monetary payment herein or file for
bankruptcy and thereby seek to either avoid or recover any payment made herein, the Attorneys General may set
aside this Assurance and pursue all legal remedies to recover full restitution, costs, civil penalties and other
remedies that might have been available to the Attorneys General prior to entry of this Assurance against
Respondents. Nothing contained in this paragraph shall be construed to limit the ability of the Attorneys General
to enforce the obligations that Respondents have under this Assurance or any other applicable laws.

AGREED THIS DAY OF , 2006.

FOR GATEWAY DISTRIBUTORS, LTD.


Richard Bailey, President
3220 Pepper Lane Las
Vegas NV 89120

and

                                                         18
FOR THE RIGHT SOLUTION GATEWAY


Richard Bailey, President
3220 Pepper Lane Las
Vegas NV 89120

and


Richard Bailey, Individually
3220 Pepper Lane Las Vegas
NV 89120


George A. Nilson
DLA Piper Rudnick Gray Cary
6225 Smith Avenue
Baltimore, MD 21209-3600
ATTORNEYS FOR RESPONDENTS


Steven B. Glade
7201 West Lake Mead, #108
Las Vegas, NV 89128
ATTORNEYS FOR RESPONDENTS

                                 19
EXHIBIT 31.1

                                       CERTIFICATION PURSUANT TO
                                          18 U.S.C. SECTION 1350
                                        AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Bailey, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Gateway Distributors, Ltd.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation Date");

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; and

(d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter ( the Registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over
financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal controls; and

          Dated:    May   22,    2006.
                                                           /s/ Richard A. Bailey
                                                           -----------------------------------------
                                                           Richard A. Bailey, Chief Executive
                                                           Officer
EXHIBIT 31.2

                                         CERTIFICATION PURSUANT TO
                                            18 U.S.C. SECTION 1350
                                          AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Bailey, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Gateway Distributors, Ltd.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation Date");

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; and

(d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over
financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal controls; and

            Dated:    May   22,       2006.
                                                        /s/ Richard A. Bailey
                                                        ---------------------
                                                        Richard A. Bailey, Chief Financial Officer
EXHIBIT 32.1

                                      CERTIFICATION 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 Quarterly Report of Gateway Distributors, Ltd., a Nevada corporation (the "Company"),
on Form 10-QSB for the period ended March 31, 2006, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Richard A. Bailey, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report 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 the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

          Dated:    May 22, 2006.

                                                          /s/ Richard A. Bailey
                                                          -----------------------------------------
                                                          Richard A. Bailey, Chief Executive
                                                          Officer
EXHIBIT 32.2

                                      CERTIFICATION 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 Quarterly Report of Gateway Distributors, Ltd., a Nevada corporation (the "Company"),
on Form 10-QSB for the period ended March 31, 2006, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Richard A. Bailey, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report 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 the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

            Dated:   May    22,   2006.

                                                       /s/ Richard A. Bailey
                                                       ---------------------
                                                       Richard A. Bailey, Chief Financial Officer