Consulting And Marketing Right Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 4-14-2004

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Consulting And Marketing Right Agreement - MARSHALL HOLDINGS INTERNATIONAL,  - 4-14-2004 Powered By Docstoc
					EXHIBIT 10.13

                       CONSULTING AND MARKETING RIGHT AGREEMENT

THIS CONSULTING AND MARKETING RIGHT AGREEMENT (this "AGREEMENT") is between Mark
Neuhaus (the "CONSULTANT") and the other party named on the signature page to this Agreement (the
"COMPANY"). Each of the Consultant and the Company are also referred to in this agreement as the
"PARTIES."

WHEREAS, the Company is desirous of seeking a merger with a fully reporting listed public company and the
Consultant has relationships with such companies.

WHEREAS, the Company desires to utilize the services of the Consultant.

WHEREAS, in connection with the services to be provided by the Consultant pursuant to this Agreement, the
Company desires to grant the Consultant a non-exclusive right to seek a potential merger candidate.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the
Parties hereby agree as follows:

1. Scope of Services. The Company hereby retains the Consultant to seek a merger or acquisition. And to
provide additional investment banking services for the company. The Consultant agrees to use his best efforts
during the term of this Agreement.

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, which 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 to 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 or confidential information of Company, and dishonesty related to independent contractor status.

3. Grant of Non-exclusive Right. Subject to the terms of this Agreement, the Company hereby grants to the
Consultant, and the Consultant hereby accepts, the non-exclusive right to seek a merger candidate.

(a) During the Term of this Agreement the Consultant shall not negotiate or enter into any right, sub-right
agreement of sub-contract or similar agreement with any third parties in respect of the right or interest granted by
the Company to the Consultant to such third parties without the Company's prior written consent.
(b) No right is granted by the Company to the Consultant, either expressly or by implication, under any rights
owned or controlled by the Company, except as expressly set forth in this Agreement.

(c) The rights granted pursuant to this Agreement shall expire simultaneously with the Term of this Agreement,
and shall be revocable at will by the Company upon written notice to the Consultant, and the Consultant shall
immediately refrain from the use of any rights granted by the Company to the Consultant with respect to this right
upon receipt of such written notice.

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 forth below which
shall fully vest immediately upon execution of this Agreement, at an exercise price as set forth below:

Number of Shares or Total Dollar Amount: 200,000,000 shares

Exercise Price (in US$): $1,000.00

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 on Form 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) 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.

(b) Governing Law. This Agreement shall be construed under the internal laws of the State of New York, and the
Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall be in
New York City, N.Y.

(c) 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.

(d) Indemnification. The Company shall indemnify the Consultant for all losses or damages sustained (including
reasonable attorney fees and disbursements) as incurred by the Consultant arising from the Consultant performing
services under this Agreement.

(e) 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.

(f) 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.

                                              (Signature Page Follows)
IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of the
date set forth below.

         Date:                                      CONSULTANT:
              ---------------------------------


                                                    ----------------------------------------
                                                    Mark Neuhaus

                                                    Address for Notices:

                                                    P.O. Box 5629
                                                    ----------------------------------------

                                                    Ketchum, Id.
                                                    ----------------------------------------

                                                    83340
                                                    ----------------------------------------


                                                    COMPANY:


                                                    ----------------------------------------




By:
Name:


                                                  Title:
                                                  EXHIBIT A

                                          FORM OF
                           NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") is between Mark
Neuhaus (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 Agreement (the "CONSULTING AGREEMENT") between the Company and the Grantee,
of a 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 covenants set forth in this 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:

Number of Shares or Total Dollar Amount: 200,000,000

Exercise Price (in US$): $1,000.00.

2. Term. The Option and this Agreement shall expire three (3) years from

the date 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

                                                       A-1
issuable upon exercise of the Option. Options may be exercised at any time at the sole discretion of the Grantee.
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 form 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.

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 Option 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
Bulletin 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.

                                                        A-2
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 at 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 aforesaid, 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. 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
than 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.

                                                        A-3
15. Miscellaneous.

(b) Governing Law. This Agreement shall be construed under the internal laws of the State of New York, and the
Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall be in
New York City, N.Y.

(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.

                                              (Signature Page Follows)

                                                         A-4
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date set forth below.

         Date:                                         OPTIONEE:
              ---------------------------------

                                                       ----------------------------------------
                                                       Mark Neuhaus


                                                       Address for Notices:

                                                       P.O. Box 5629
                                                       -------------
                                                       Ketchum, Id.
                                                       ------------
                                                       83340
                                                       -----


                                                       COMPANY:


                                                       ----------------------------------------




By:
Name:


                                                     Title:

                                            EXHIBIT B
                                    OPTION EXERCISE SCHEDULE

$1,000.00 immediately upon registration and delivery of shares

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date set forth below.

         Date:                                         OPTIONEE:
              ---------------------------------


                                                       ----------------------------------------
                                                       Mark Neuhaus

                                                       Address for Notices:

                                                       P.O. Box 5629
                                                       Ketchum, Id.
                                                       83340


                                                       COMPANY:


                                                       ----------------------------------------




By:
Name:


                                                     Title:

                                                     A-5
NEW EXHIBITS -
1.
AGREEMENT BETWEEN GATEWAY D.B.A. THE RIGHT SOLUTION

                                              AND
                                  AMERICAN FIRE RETARDANT CORP

WHEREAS, this agreement (the "Agreement") is made as of May 15, 2003 by and between American Fire
Retardant Corp., (the "Client") a Nevada corporation, located at 9337 Bon Avenue, El Cajon, CA 92021
(hereinafter referred to as "Client") and Gateway d.b.a. The Right Solution, a Nevada corporation located at
3035 Patrick Lane, Suite 14, and Las Vegas (the "Company") and their assignees, nominees, heirs and assigns.

WHEREAS COMPANY renders professional sales and marketing and the related administrative support
services to their business clientele, have certain knowledge, expertise, information, contacts and associations with
persons and entities who might be interested in providing distribution, sales and merchandising opportunities
and/or providing other business and revenue generating opportunities, and desire to act as consultants to provide
such services.

WHEREAS COMPANY occupies its own facilities and has warehousing and distribution capacity.

WHEREAS Client desires to engage the services of COMPANY to perform, (by and through their associates,
agents, employees, and associated entities,) some or all of the herein-described services on behalf of Client.
COMPANY and Client agree that COMPANY will provide such services upon the terms and conditions herein
below provided.

NOW, THEREFORE, with mutual acknowledgement of the receipt of sufficient consideration, the parties,
intending to be legally bound hereby, agree as follows:

I. SERVICES

Client hereby engages COMPANY, and COMPANY agrees to use their reasonable best efforts to provide
some or all of the herein-referenced services on behalf of Client and/or any associated entities in connection with
any of Client or its associated entity's Product(s).

Distribution of Client products to include warehousing and shipping of products. Telemarketing and Sales
services to be determined.

II. COMPENSATION TO COMPANY

A. Distribution fee to be determined and agreed to by COMPANY and Client based on a unit cost and/or
shipment cost.

                                                        A-6
B. Percentage of sales for providing sales and/or telemarketing services to be determined and agree to by
COMPANY and Client.

C. Payments to COMPANY will be made on a weekly basis. Client will pay for startup fees associated with
services provided but have the right to approve expenses prior to expenditures.

III. COMPANY'S REPRESENTATIONS AND WARRANTIES

A. COMPANY and Client represent and warrant that they are validly formed and in good standing as a
corporation, organized in accordance with the applicable federal, state, municipal and local laws, regulations,
orders, rulings and decrees within its place of domicile.

B. Client represents and warrants that it has the requisite financial resources to meet all of its financial obligations
to COMPANY.

IV. CLIENT OBLIGATIONS

A. CLIENT shall provide COMPANY with true, complete and accurate information regarding its Product(s).
Such information shall also include sufficient relevant, current and historical business, financial, and other
information necessary for the proper performance of COMPANY services hereunder. In performing their
services hereunder, COMPANY shall have the right to rely on, utilize and present such information to potential
customers without independent verification thereof. CLIENT shall cooperate and support COMPANY attempts
to accomplish their objectives under this Agreement, and shall take such actions and execute such additional
instruments as may be reasonably necessary to implement and carry out the intent and purpose of this Agreement.

B. Client will have the right to approve any bulk sales and will establish pricing of all products.

V. INDEMNIFICATION AND ACCOUNTING

A. The Parties agree to indemnify, hold harmless, and defend each other, their members, officers, shareholders,
directors, agents and employees, at the culpable party's expense for any claim arising out of any proceeding or
suit which may arise out of an alleged breach of contract or claim of misrepresentation, inaccuracy or
incompleteness, in whatever form, resulting from documentation and/or information provided in furtherance of this
agreement.

                                                          A-7
B. COMPANY and Client will provide each other a full and complete accountings of all revenues received as a
result of any Transactions under this Agreement, (hereinafter referred to as "Accountings").

VI. CONFIDENTIALITY

A. The Company and Client each agree to provide reasonable security measures to keep information confidential
where disclosure to third parties may be detrimental to the parties. They shall each use their best efforts to require
their principals, employees, agents, affiliates, subcontractors, and others who will have access to the information
to abide by the confidentiality contemplated by this Agreement.

B. Except to accomplish the purposes of this Agreement, no party will disclose, use, or make known, for its or a
third party's benefit, any confidential information, knowledge, or data of any other party, or any confidential
source(s) of any other party, during the term of this Agreement. Confidential information, knowledge, data, and
confidential sources shall not include any information that is, or becomes (1) generally known or available by
publication or commercial use, or (2) is known and can be documented to be known by the recipient party at the
time of disclosure and is not subject to restriction, or (3) is received by the recipient party from a third party not
under any legal obligation to the disclosing party to maintain such information in confidence.

C. In the event this provision is deemed in any court proceeding too restrictive to be enforceable, such restriction
shall be deemed reduced to the maximum extent allowable by the court to be found enforceable.

D. It is expressly agreed by all parties that any limitations herein relating to the use of the Proprietary Information
of the Products shall be fully enforceable and binding for a period of three (3) years subsequent to the expiration
of the last Transaction under this Agreement.

VII. MISCELLANEOUS PROVISIONS

A. Modifications. This Agreement may be amended, modified and supplemented only by written agreement of
Client and COMPANY.

B. Waiver of Compliance. Any failure of any party to comply with any obligation, agreement, or condition herein
may be expressly waived in writing, but such waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as a waiver or estoppel with respect to, any
subsequent or other failure.

                                                          A-8
C. Other Business Opportunities. Each party hereto shall have the right independently to engage in and receive
full benefits from other business activities as long as the other party is notified in writing and they are allowed first
right of refusal.

D. Publication of Relationship. The parties shall have the right to publish and/or otherwise disclose in any
published announcements, publicity campaigns, press releases, media, websites, and other appropriate venues the
fact that the Transaction(s) closed hereunder as long as both parties agree.

E. Notices. Any notices to be given hereunder by any party to any other may be effected by personal delivery in
writing or by mail, registered or certified, postage prepaid. Notice may also be given hereunder by electronic
transmission (i.e. facsimile and "e-mail,") provided such electronic transmission is recognized and accepted by the
court in any legal proceeding. Mailed notices shall be addressed to the addresses supplied by the parties, but any
party may change their address by written notice in accordance with this subsection. Notices delivered personally
and/or by electronic transmission shall be deemed communicated as of actual receipt; mailed notices shall be
deemed communicated as of five (5) days after mailing.

F. Assignment and Delegation. This Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns. No party shall delegate the
performance of its duties or obligations under this Agreement without the prior written consent of the other
parties, except by operation of law.

G. Governing Law. This Agreement and the legal relations between the parties hereto shall be governed by and
construed in accordance with the laws of the United States, State of Nevada, without regard to theirs conflict of
law doctrine. If any action is instituted to enforce or interpret any provision of this Agreement, the jurisdiction and
venue shall be in Nevada.

H. Facsimile and Counterparts. This Agreement may be executed by facsimile, and may be executed 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.

I. Arbitration, Legal Action and Attorneys' Fees and Costs. If any legal action arises from this agreement, the
parties agree to attempt resolution first with non-binding arbitration without relinquishing their legal rights. In any
legal action, the prevailing party(s) shall be entitled to reasonable attorneys' fees and costs in accordance with the
law. This provision shall be construed as applicable to the entire Agreement.

                                                           A-9
J. Survivability. If any part of this Agreement is deemed by a court of competent jurisdiction to be invalid or
unenforceable, that part shall be severable from the remainder of the Agreement. In the event that any provision
hereof shall be legally unenforceable, the remaining provisions shall nevertheless be carried into effect.

K. Relationship of the Parties. The parties to this Agreement have no relationship with each other beyond the
relationship expressly provided for herein. Nothing contained in this Agreement shall be deemed to create any
additional relationships, (i.e. cause any party to become the partner, agent or legal representative of each other,
nor create any fiduciary relationship between them). Neither party shall have any authority to act for or to assume
any obligation or responsibility on behalf of any other party, except as otherwise expressly provided herein.

L. Term of Agreement and Termination. This Agreement shall be effective upon execution. With respect to any
Closed Transaction this Agreement shall remain in full force and effect.

M. With respect to any prospective Financing, this Agreement may be terminated prior to the Closing of a
pending Transaction "for cause" at the election of the injured party upon the occurrence of any of the following
events: material misrepresentation or material breach under this Agreement, (hereinafter individually and
collectively referred to as "Cause"). In such event, the injured party shall give the other party, in writing, thirty
(30) days in which to "cure" the Cause. Compensation to which COMPANY is entitled shall survive the
termination of this Agreement.

N. Entire Agreement. This Agreement sets forth the entire Agreement and understanding of the parties hereto in
respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or written, by any party hereto in
regard to the subject matter contained herein.

IN WITNESS WHEREOF, the parties hereto asserting that they have read, understand and agree to all terms
herein, have the authority to execute this Agreement on behalf of their principal, and have caused this Agreement
to be executed by their duly authorized representatives.


Rick Bailey, President / CEO

COMPANY _______________________________

Date _____________________________________

                                                         A-10
Stephen F. Owens Chief Operating Officer/Director

COMPANY _______________________________

Date __________________________________

NEW EXHIBITS -
2.

                                        EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of July 07, 2003, by and between Gateway
Distributors ("Gateway"), of 3035 E. Patrick Ln., Las Vegas, Nevada, 89120 and Blaine Wendtland ("Blaine"),
of 1620 Whispering Pine Ln., Appleton, Wisconsin, 54913.

A. Gateway is engaged in the business of Vitamin and Supplement Distribution. Blaine will primarily perform the
job duties at the following location: 3035 E. Patrick Ln., Las Vegas, Nevada.

B. Gateway desires to have the services of Blaine.

C. Blaine is willing to be employed by Gateway.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Gateway shall employ Blaine as a(n) Account Executive. Blaine shall provide to Gateway
the following services: To promote and sell products provided by Gateway Distributors and/or the Right Solution.
Blaine accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and
direction of Gateway and Gateway's supervisory personnel. Blaine shall also perform (i) such other duties as are
customarily performed by an employee in a similar position, and (ii) such other unrelated services and duties as
may be assigned to Blaine from time to time by Gateway.

2. BEST EFFORTS OF EMPLOYEE. Blaine agrees to perform faithfully, industriously, and to the best of
Blaine's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of
this Agreement, to the reasonable satisfaction of Gateway. Such duties shall be provided at such place(s) as the
needs, business, or opportunities of Gateway may require from time to time.

3. COMMISSION PAYMENTS. Gateway will make commission payments to Blaine based on 15% of Net
Profit on total sales of company (Sale price minus Cost of Goods).

                                                        A-11
This commission will be paid semi-monthly on the tenth day and the twenty-fifth day of the month, each payment
corresponding to the semi-monthly period that ended approximately fifteen days prior to the payment date.

1. Accounting. Gateway shall maintain records in sufficient detail for purposed of determining the amount of the
commission. Gateway shall provide to Blaine a written accounting that sets forth the manner in which the
commission payment was calculated.

2. Right to Inspect. Blaine, or Blaine's agent, shall have the right to inspect Gateway's records for the limited
purpose of verifying the calculation of the commission payments, subject to such restrictions as Gateway may
reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable
hours as may be set by Gateway.

3. Death of the Employee. If Blaine dies during the term of this Agreement, Blaine shall be entitled to payments or
partial commission payments for the period ending with the date of Blaine's death.

1. EXPENSE REIMBURSEMENT. Gateway will reimburse Blaine for "out-of-pocket" expenses incurred by
Blaine in accordance with Gateway's policies in effect from time to time.

2. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Blaine shall provide Gateway with all
information, suggestions, and recommendations regarding Gateway's business, of which Blaine has knowledge,
that will be of benefit to Gateway.

3. CONFIDENTIALITY. Blaine recognizes that Gateway has and will have information regarding the following:

_ inventions
_ products
_ product design
_ processes
_ technical matters
_ trade secrets
_ copyrights
_ customer lists
_ prices
_ costs
_ discounts
_ business affairs
_ future plans
_ issues related to the sale of Company Stock

                                                      A-12
and other vital information items (collectively, "Information") which are valuable, special and unique assets of
Gateway. Blaine agrees that Blaine will not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate any Information to any third party without the prior written consent of Gateway, Blaine
will protect the Information and treat it s strictly confidential. A violation by Blaine of this paragraph shall be a
material violation of this Agreement and will justify legal and/or equitable relief.

5. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this
Agreement shall remain in full force and effect for a 90-day period after the termination of Blaine's employment.
During such 90-day period, neither party shall make pr permit the making of any public announcement or
statement of any kind that Blaine was formerly employed by or connected with Gateway.

6. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Blaine shall not have the right to make
any contracts or commitments for or on behalf of Gateway without first obtaining the express written consent of
Gateway.

7. BENEFITS. Blaine shall be entitled the employment benefits, including disability insurance as provided by
Gateway's policies in effect from time to time.

8. TERM/TERMINATION. Blaine's employment under this Agreement shall be for an unspecified term on an "at
will" basis. This Agreement may be terminated by Gateway upon 30 days written notice, and by Blaine upon 30
days written notice. If Gateway shall so terminate this Agreement, Blaine shall be entitled to compensation for 30
days beyond the termination date of such termination, unless Blaine is in violation of this Agreement. If Blaine is in
violation of this Agreement, Gateway may terminate employment without notice and with compensation to Blaine
only to the date of such terminations. The compensation paid under this Agreement shall be Blaine's exclusive
remedy.

9. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this Agreement, if Blaine
becomes permanently disabled and is no longer able to perform the essential functions of the position with
reasonable accommodation. Gateway shall exercise this option by giving 30 days written notice to Blaine.

10. COMPLIANCE WITH EMPLOYER'S RULES. Blaine agrees to comply with all of the rules and
regulations of Gateway.

11. RETURN OF PROPERTY. Upon termination of this Agreement, Blaine shall deliver to Gateway all
property which is Gateway's property or related to Gateway's business (including keys, records, notes, data,
memoranda, models, and equipment) that is in Blaine's possession or under Blaine's control. Such obligation shall
be governed by any separate confidentiality or proprietary rights agreement signed by Blaine.

                                                        A-13
12. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed
delivered when delivered in person or on the third day after being deposited in the United States mail, postage
paid, address as follows:

Employer:

Gateway Distributors
Flo Ternes
C.O.O.
3035 E. Patrick Lane
Las Vegas, Nevada 89120

Employee:

Blaine Wendtland
1620 Whispering Pine Lane
Appleton, Wisconsin 54913

Such addresses may be changed from time to time by either party by providing written notice in the manner set
forth above.

13. ENTIRE AGREEMENT. This agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.

14. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is
signed by both parties.

15. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or enforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provisions for
this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or
enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of the
Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforcer and
compel strict compliance with every provision of this Agreement.

17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Nevada.

                                                        A-14
NEW EXHIBITS -
3.

                                             PROMISSORY NOTE

$17,500.00 Date: July 03, 2003

For value received, the undersigned Grandma Hamman's (the "Borrower"), at 3035 E. Patrick Lane, Las Vegas,
Nevada, 89120, promises to pay to the order of Ed Wendtland, (the "Lender"), at 1620 Whispering Pine Lane,
Appleton, Wisconsin 54913, (or at such other place as the Lender may designate in writing) the sum of
$17,500.00 with interest from August 01, 2003, on the unpaid principal at the rate of 24.00% per annum.

The unpaid principal and accrued interest shall be payable in monthly installments of $925.24, beginning on
September 01, 2003, and continuing until August 01, 2005, (the "Due Date"), at which time the remaining unpaid
principal and interest shall be due in full.

All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of
principal.

The Borrower promises to pay a late charge of $87.00 for each installment that remains unpaid more than 10 day
(s) after its Due Date. This late charge shall be paid as liquidated damages in lieu of actual damages, and not as a
penalty.

If any payment obligation under this Note is not paid when due, the remaining unpaid principal balance and any
accrued interest shall become due immediately at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no
prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of
collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection
process.

This Note is secured by a Merchant Account currently used by Grandma Hamman's Specialty Foods, dated July
03, 2003. The Lender is not required to rely on the above security instrument and the assets secured therein for
the payment of this Note in the case of default, but may proceed directly against the Borrower.

If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender,
shall become due immediately, without demand or notice:

E. the failure of the Borrower to pay the principal and any accrued interest in full on or before the Due Date;

                                                       A-15
F. the death of the Borrower or Lender;

G. the filing of bankruptcy proceedings involving the Borrower as a debtor;

H. the application for the appointment of a receiver for the Borrower;

I. the making of a general assignment for the benefit of the Borrower's creditors;

J. the insolvency of the Borrower;

K. a misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit.

In addition, the Borrower shall be in default if there is a sale, transfer, assignment, or any other disposition of any
assets pledged as security for the payment of this Note, or if there is default in any security agreement which
secures this Note.

If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any
reason, the remaining provisions shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal currency of the United States. The
Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment
by Lender of this Note shall affect the liability or the obligations of the Borrower. All rights of the Lender under
this Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.

This Note shall be construed in accordance with the laws of the state of Nevada.

Borrower:

Grandma Hamman's Specialty Foods

By: __________________________________
Rick Bailey

                                                         A-16
NEW EXHIBITS -
4.

                                            PROMISSORY NOTE

$200,000.00 Date: July 03, 2003

For value received, the undersigned Gateway Distributors (the "Borrower"), at 3035 E. Patrick Lane, Las Vegas,
Nevada, 89120, promises to pay to the order of Los Cabos Freedom Movement L.L.C. (the "Lender"), at P.O.
Box 841, Wautoma, Wisconsin 54982, (or at such other place as the Lender may designate in writing) the sum
of $200,000.00 with interest from August 01, 2003, on the unpaid principal at the rate of 8.00% per annum.

Unpaid principal after the Due Date shown below shall accrue interest at a rate of 12.00% annually until paid.

The unpaid principal and accrued interest shall be payable in monthly installments of $1,672.88, beginning on
September 01, 2003, and continuing until August 01, 2023, (the "Due Date"), at which time the remaining unpaid
principal and interest shall be due in full.

All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of
principal.

The Borrower promises to pay a late charge of $100.00 for each installment that remains unpaid more than 30
day(s) after its Due Date. This late charge shall be paid as liquidated damages in lieu of actual damages, and not
as a penalty.

If any payment obligation under this Note is not paid when due, the remaining unpaid principal balance and any
accrued interest shall become due immediately at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no
prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of
collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection
process.

This Note is secured by a All assets, inventory, accounts receivable and equipment of Grandma Hamman's
Specialty Foods, dated July 03, 2003. The Lender is not required to rely on the above security instrument and
the assets secured therein for the payment of this Note in the case of default, but may proceed directly against the
Borrower.

                                                       A-17
If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender,
shall become due immediately, without demand or notice:

E. the failure of the Borrower to pay the principal and any accrued interest in full on or before the Due Date;

F. the death of the Borrower or Lender;

G. the filing of bankruptcy proceedings involving the Borrower as a debtor;

H. the application for the appointment of a receiver for the Borrower;

I. the making of a general assignment for the benefit of the Borrower's creditors;

J. the insolvency of the Borrower;

K. a misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit.

In addition, the Borrower shall be in default if there is a sale, transfer, assignment, or any other disposition of any
assets pledged as security for the payment of this Note, or if there is default in any security agreement which
secures this Note.

If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any
reason, the remaining provisions shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal currency of the United States. The
Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment
by Lender of this Note shall affect the liability or the obligations of the Borrower. All rights of the Lender under
this Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.

This Note shall be construed in accordance with the laws of the state of Nevada.

Signed this ____ day of ____________, ____ at _________________, ______________.

Borrower:
Gateway Distributors

                                                         A-18
NEW EXHIBITS -
5.

                                        CONSULTING AGREEMENT

This agreement is made this 17th day of July, 2003 between

THE RIGHT SOLUTIONS GATEWAY at 3035 East Patrick Lane, Suite 14, Las Vegas, Nevada 89120,
hereinafter referred to as RSG. Phone number (702) 938-9316.

And

Jack M. Zufelt at 3228 East Phillips Drive, Littleton, Colorado 80122, hereinafter referred to as Zufelt. Phone
number (303) 741-9025.

RSG agrees to retain Zufelt, and Zufelt has agreed to provide certain consulting services on the terms and
conditions set out below.

RESPONSIBILITIES OF ZUFELT:

Zufelt will help RSG create an integrated prospecting and recruiting system with specific prospecting and
recruiting tools customized specifically for RSG.

Zufelt will consult with RSG on all aspects of their business as well as create and implement important strategies
regarding all aspects of what it takes to cause prospecting and recruiting. It will include a 24-hour, 7 day a week
system that is designed and dedicated specifically to help RSG distributors prospect and recruit on both its
products, and its income opportunity.

This consulting, prospecting and recruiting system shall include:

a) A 10 to 15 minute recruiting script for an audiocassette/CD to be used for powerful prospecting. Zufelt will
arrange for professional voice and be at the studio to direct that professional to create the kind of inflection and
sound on the tape that is desired.

b) Sample, short scripts for distributors to use when handing out the cassette and when calling back respondents
to the new prospecting tools.

c) Short scripts for distributors to use when following up on prospects they have given or sent the prospecting
tape to.

d) A 10 to 15 minute ?closing? script to be used for pre-recorded message to be used by distributors to bring
prospects to a decision. It will be designed specifically to close the sale on both the

                                                        A-19
products AND the business opportunity. It will gently, but powerfully, hard sell prospects on the products, auto-
ship and the income opportunity as well as give them the three choices of packages to buy so that when the call is
over all the distributor has to say to the prospect is, ?So, what do you want to do?? Or ?Which choice do you
want to start with??

e) Three powerful, attention getting letters to be used for prospecting and recruiting by distributors. One will be
designed to accompany the recruiting cassette that goes to people they already know, another will be designed to
accompany the cassette to go to those they don?t know and the third one will be a letter that can be sent out by
itself inviting prospects to request the cassette.

f) An income projection for the consultant based on 6 and 12 months of using Zufelt?s system and RSG?s
compensation plan. With your help and knowledge of the Right Solutions comp plan I will create realistic,
believable, not pie in the sky, income projections with just a 2% success rate, showing potential income after just
6 and 12 months of faithfully using the prospecting system I create. This always excites distributors into action
because it is so believable.

g) Design hard-hitting, attention getting, 4-color Post Cards for prospecting.

h) Sell and train your existing distributors on using the system I create for you in up to five live seminars and up to
30 conference calls. Who better than the author, of the new recruiting system with years of proof that it works, as
well as extensive credentials, to tell your distributors, new or old, about the system and excite and motivate them
to use it on a massive scale? I will also pass my abilities on to you and any person you so designate as well as any
of the leaders in the field who want to get and stay serious about making money through proper prospecting and
massive recruiting.

i) 90 Days of unlimited consulting which will include but is not be limited to:

C Spending time with the owners to learn about, and become indoctrinated on, the flavor, feel and culture of
RSG including the compensation plan and any other things pertinent to creating powerful business building tools.

C Analyze and make recommendations on making sure all existing brochures letters, website pages and any other

                                                         A-20
marketing materials past, present or future are designed to sell the opportunity and/or the products or both.

C Help define what should go into the three packages/business builder kits.

C Unlimited consulting on any and all other aspects of the RSG business opportunity as needed.

C Consult with RSG on how to leverage what I am doing for the company to help make PR with the market
makers of their stock.

RESPONSIBILITIES OF RSG

1. In exchange for Zufelt?s services listed above, RSG shall pay Zufelt the sum of one hundred and four thousand
dollars ($104,00.00) in US funds.

This amount is to be paid as follows:

Upon the signing of this agreement and on or before Friday the 18th of July 2003, RSG shall purchase from
Zufelt one thousand each of the following:

1,000 Learn To Earn cassette programs
1,000 How to Use The Conquering Force Within You cassette program 1,000 Bonus Tapes
1,000 The DNA of Success Books
1,000 9 Reports For Your Success
1,000 Monthly Ezine subscription to the ?Z? Report (Included at no charge)

Payments for the above items shall be as follows: Eight thousand, six hundred and sixty six dollars, ($8,666.00) in
US funds is due and payable on July 18, 2003. The balance of ninety five thousand three hundred and thirty four
dollars ($95,334.00) shall be paid to Zufelt in eleven equal, weekly payments of eight thousand six hundred and
sixty six dollars ($8,666.00) each. Said payments to be made on or before the following dates:

July 25, 2003, August 1, 2003, August 8, 2003, August 15, 2003, August 22, 2003, August 29, 2003,
September 5, 2003, September 12, 2003, September 19, 2003, September 26, 2003 and October 3, 2003.

ALL PAYMENTS MUST BE MADE IN ONE OF THE FOLLOWING FORMS:

                                                       A-21
1) Certified check made out to Jack M. Zufelt. If a certified check is sent it must be sent via overnight delivery.
2) Wire transfer to Zufelt?s bank account. If wire transfer, use the following banking information:

                                           Receiving Bank Information

                                       ARAPAHOE BANK AND TRUST
                                           7777 East Arapahoe Road
                                        Englewood, Colorado 80112 USA

                                       Account Name: Z Distributing, Inc.
                                           Account Number: 1073885
                                    Routing Number for Wire Transfer: 107 00
                                                    1957

2. Zufelt shall order and send the 1,000 of each product as described above once all of the payments as outlined
in Responsibilities of RSG ( 1 ) above have been paid in full. Zufelt will advance product earlier to provide startup
needs from his inventory if necessary.

3. RSG shall use commit to use Zufelt to train at the above five mentioned seminars and conference calls between
the date of this agreement and March of 2004. The schedule for all such seminars and conference calls must be
agreed upon by both Zufelt and RSG.

RSG shall pay all of Zufelt?s expenses relating to the above services listed and identified as ( a ) thorough ( i )
including, but not limited to, professional voice, studio time for recording of the prospecting cassette, production
of prospecting cassettes/CDs, graphic artists for post cards etc., design layout etc., all travel expenses including
non restricted round trip airfare (via United Airlines where possible), car rental and gas, lodging, meals, airport
parking etc. as well as long distance calls, conference calls etc. If any travel is required out of the continental US
or Canada, airfare shall include round trip in business class. All expenses must be pre-approved by the
Company.

ACT OF GOD:

If, due to an act of God or other cause beyond the control of Zufelt or RSG, any agreed upon consulting,
conference call or training presentation cannot be given at the time, place and upon the terms agreed to, and if a
satisfactory substitute or alternate date cannot be arranged, neither Jack Zufelt or RSG shall have claim for
damages.

RSG understands and accepts that this consulting agreement with Zufelt is not an exclusive agreement and that
Zufelt may have other clients for which he provides the same or similar services.

                                                         A-22
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.

If payment under the terms of this contract is not made when due, RSG agrees to pay all costs of collection
including attorneys fees and 1.5% per month on all amounts past due.

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 Jack M. Zufelt.

Signed

_________________________________ Date ___________________ Jack M. Zufelt

Signed

Gateway Distributors, Ltd, d.b.a. The Right Solution

_________________________________ Date ___________________ Rick Bailey President / CEO

                                                       A-23
EXHIBIT 10.14

                                     ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement dated this 11th day of August 2003 retro to January 1, 2003 (hereinafter THE
"AGREEMENT") is made and enter into by and among GATEWAY DISTRIBUTORS LTD (GWDL)
(hereinafter THE "SELLER") and THE RIGHT SOLUTION GATEWAY A NEVADA CORPORATION
(hereinafter THE "BUYER"). Throughout this Agreement, the Buyer and the Seller may be referred to collectively
as the "Parties".

                                                 WITNESSETH:

WHEREAS, the Seller intends to sell to the Buyer all assets of Seller, all as set forth in Exhibit "A", attached
hereto and incorporated herein (hereinafter THE "ASSETS"); Grandma Hammans will remain a subsidiary of
Gateway and is not party to this agreement.

WHEREAS, the Seller is a duly formed and validly existing corporation in good standing under the laws of the
State of Nevada and

WHEREAS, the Buyer is a duly formed and validly existing corporation in good standing under the laws of the
State of Nevada; and

WHEREAS, Buyer wishes to purchase from the Seller and the Seller desires to sell to the Buyer the Assets, and

WHEREAS, the parties are desirous of documenting their representations, warranties, covenants agreements and
conditions relating to the purchase and sale of the Assets into a written agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, representations, agreements and
warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:

1. RECITALS: The foregoing recitals are true and correct in all material respects and are incorporated herein as
if fully stated.

2. DEFINITION: The following terms shall have the following meanings for the purposes of this Agreement:

2.1 "AGREEMENT" shall mean this Asset Purchase Agreement, including all exhibits and schedules attached
hereto, as may be amended from time to time.

2.2 "CLOSING" shall mean the completion of the transactions contemplated in this Agreement.

2.3 "CLOSING DATE" shall mean the date on which the Closing occurs or is to occur.

2.4 "CONTRACT" shall mean any contract, lease, commitment, understanding, sales order, purchase order,
agreement, indenture, mortgage, note, bond, instrument, plan, permit or license, whether written or verbal, which
intended or purports partnership or limited partnership, such Person's which is a corporation, general partnership
or limited partnership, such Person's certificate or articles of incorporation and by-laws or partnership agreement,
as the case may be.

2.5 "GOVERNMENTAL AUTHORITY" shall mean the government of the United States or any foreign country
or any state or political subdivision thereof and any entity, body or authority exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including the pension benefit
guaranty corporation and other quasi governmental entities established to perform such functions.

2.6 "LAW" shall mean any law, statue, regulation, ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted, promulgated, entered into, agree or imposed by any
governmental authority.
2.7 "LIEN" shall mean any mortgage, lien (except for any lien for taxes not yet due and payable), charge, pledge,
security interest, option, lease or sublease, claim, right of any third party or encumbrance.
2.8 "PERSON" shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, trust,
association or other entity.

2.9 "PURCHASE PRICE" shall mean the aggregate amount set forth in this Agreement subject to the adjustment
provided for in this Agreement.

2.10 "TAXES" shall mean all taxes, charges, fees, duties, levies or other assessments, including income, gross
receipts, net proceeds, ad valor, turnover, real and personal property taxes (tangible and intangible), sales, use,
franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational, windfall
profits, interest equalization, severance, employees' income withholding, unemployment and social security taxes
and other withholding taxes, which are imposed by any governmental authority, and such terms shall include any
interest, penalties or additions to tax attributable thereto.

3. SALE AND PURCHASE OF ASSETS: The Seller hereby agrees to sell to the Buyer and the Buyer shall
purchase and acquire from the Seller all of the described Assets of the Seller as set forth in Exhibit "A" (the
"Assets").

4. PURCHASE PRICE AND METHOD OF PAYMENT: The Purchase Price for the Assets shall consist of:

(a). Seller owning one hundred percent of all stock of The Buyer which becomes a wholly owned subsidiary of
Seller.

(b) The closing of the sale shall take place at the offices of Seller. At the closing, Seller shall deliver to buyer such
deeds, bills of sale, assignments, and other instruments of transfer as may be necessary to vest in buyer good and
marketable title to the property and assets sold under this Agreement. Seller shall do such additional acts and
provide such additional documents as is necessary for compliance with statutory requirements pertaining to
disposition of corporate assets sold. At closing, All documents and papers to which the parties are entitled under
this agreement, unless otherwise specified in this agreement, shall also be delivered at the closing.

5. REPRESENTATIONS AND WARRANTIES OF SELLER AND BUYER: The Seller represents and
warrants to the Buyer, as of the date of this Agreement and as of the Closing Date (as if such representations and
warranties were remade on the Closing Date). As follows:

5.1 The Seller is a corporation duly organized, validly existing and in good standing under the laws of Nevada,
with all requisite power and authority to own, lease and operate its businesses as it now being owned, operated
and conducted. The Seller is licensed or qualified to do business and is in good standing as a foreign corporation
authorized to do business in Nevada and in each jurisdiction where the nature of the properties owned, leased or
operated by it and the business where the nature of the properties owned, leased or operated by it in and the
business transacted by it requires such licensing or qualification. True, correct and complete copies of the
Certificate of Incorporation, By-laws as amended, and minutes (or written consents in lieu of meetings) of the
Board of Directors (and all committees thereof) and stockholders of the Seller have been delivered to the Buyer.

5.2 The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Nevada,
with all requisite power and authority to own, lease and operate its businesses as it now being owned, operated
and conducted. The Buyer is licensed or qualified to do business and is in good standing as a foreign corporation
authorized to do business in each jurisdiction where the nature of the properties owned, leased or operated by it
and the business where the nature of the properties owned, leased or operated by it in and the business
transacted by it requires such licensing or qualification. True, correct and complete copies of the Certificate of
Incorporation, By-laws as amended, and minutes (or written consents in lieu of meetings) of the Board of
Directors (and all committees thereof) and stockholders of the Buyer have been delivered to the Seller.

5.3 Authorizations: The Seller has full power and authority to enter into this Agreement and to consummate the
transaction contemplated hereby. The Seller has duly and validly executed and delivered this Agreement and has
duly and validly executed and delivered any related agreements required hereby. This Agreement constitutes the
legal, valid and binding obligations of the Seller and is enforceable against the Seller in accordance with the terms
contained herein.
5.4 Approvals: The execution, delivery and performance by the Seller of this Agreement does not and will not (i)
violate or conflict with, result in a breach termination of, constitute a default (or a circumstance which, with or
without notice or lapse of time or both, would constitute a default), or give any third party any additional right
(including a termination right) under, permit cancellation of, or result in the creation of any lien upon any of the
assets or properties of the Seller, or the Seller is a party or by which the Seller, a Subsidiary or any of their
respective assets or properties are bound;
(ii) permit the acceleration of the maturity of any of the circumstances in which they were made, not misleading.
Except for the assumed debt set forth in Paragraph 3, the Seller has no liabilities, debts, claims or obligations,
whether accrued, absolute, contingent or otherwise, whether due or to become due.

5.5 Marketable Title. Seller has good and marketable title to all assets and property sold under this Agreement,
except as otherwise stated in the exhibits attached to this agreement and except for property disposed of or
encumbered in the ordinary course of business. All tangible property sold under this agreement is in good
condition and repair and conforms to all applicable zoning, building, safety, and other regulations.

5.6 Consents to Transfers. Seller agrees to use its best efforts to obtain the necessary consents for the assignment
or transfer of any contract, lease, license, or permit to be assigned or transferred under this agreement and to
perform its duties under such contracts, leases, licenses, and permits without default until the closing date.

5.7 Ordinary Course of Business. Until the closing date of this agreement, Seller shall not, without the written
consent of Buyer, dispose of or encumber any of the assets or property to be sold under this agreement, with the
exception of any transactions occurring in the ordinary course of Seller's business. Seller shall use its best efforts
to preserve its business and good will. Seller further agrees to permit buyer and its representative's full access to
its property and records any time prior to the closing date during normal business hours and to supply all
information concerning its property and affairs as buyer may reasonably demand.

The Buyer represents and warrants to the Seller, as of the date of this Agreement and as of the Closing Date (as
if such representations and warranties were remade on the Closing Date). As follows:

5.8 Authorizations: The Buyer has full power and authority to enter into this Agreement and to consummate the
transaction contemplated hereby. The Buyer has duly and validly executed and delivered this Agreement and has
duly and validly executed and delivered any related agreements required hereby. This Agreement constitutes the
legal, valid and binding obligations of the Buyer and is enforceable against the Seller in accordance with the terms
contained herein.

5.9 Approvals: The execution, delivery and performance by the Buyer of this Agreement does not and will not (i)
violate or conflict with, results in a breach termination of, constitute a default (or a circumstance which, with or
without notice or lapse of time or both, would constitute a default) or give any third party any additional right
(including a termination right) under, permit cancellation of, or result in the creation of any lien upon any of the
assets or properties of the Buyer or the Buyer is a party or by which the Buyer or any of their respective assets
or properties are bound; (ii) permit the acceleration of the maturity of any of the circumstances in which they were
made, not misleading.

6.0 Miscellaneous Matters:

(a) Subject to the provisions herein, the Buyer and Seller 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. To the maximum extent permitted by law, Buyer, on
behalf of itself and any affiliate thereof, shall hereby and hereafter release, indemnify, hold-harmless and defend
Seller from all liability of the Seller (except as provided in Paragraph 4 (a)(i)-(iii) hereinabove) and any other
claim or demand regarding the Seller or the activities of the Seller.
(b) Wherever the context shall require, all words herein in the masculine gender shall be deemed to include the
feminine or neuter gender, all singular words shall include the plural, and all plural shall include the singular.

(c) If a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in
other circumstances hereof deem any provision unenforceable shall not be affected thereby.

(d) From and after the date of this Agreement, each of the parties hereto agrees to execute whatever additional
documentation or instruments as are necessary to carry out the intent and purposes of this Agreement or to
comply with any law.

(e) No waiver of any provision of this Agreement shall be valid unless in writing and signed by the waiving party.
The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or
understanding set forth herein, shall not be construed as a waiver or relinquishment of any other condition,
promise, agreement or understanding set forth herein or of the right to insist upon strict performance of such
waived condition, promise, agreement or understanding at any other time.

(f) Except as otherwise provided herein, each party hereto shall bear all expenses incurred by each such party in
connection with this Agreement and in the consummation of the transactions contemplated hereby and in
preparation thereof.

(g) This Agreement may only be amended or modified at any time, and from time to time, in writing, executed by
the parties hereto.

(h) Any notice, communication, request, reply or advice (hereinafter severally and collectively called "Notice") in
this Agreement provided or permitted to be given, shall be made or be served by delivering same by overnight
mail or by delivering the same by a hand-delivery service, such Notice shall be deemed given when so delivered.
For all purposes of Notice, the addresses of the parties set out below their signatures herein shall be their
addresses unless later advised in writing.

(i) Captions herein are for the convenience of the parties and shall not affect the interpretation of this Agreement.

(j) This Agreement may be executed 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 and this Agreement may be executed by fax.

(k) This Agreement is not assignable without the written consent of the parties.

(l) Provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties, their heirs, executors, administrators, other permitted successors and assigns, if any. Nothing contained in
this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties to it and their respective successors and assigns, not is
anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, not shall any provision give any third persons any right of subrogation over, or action
against, any party to this Agreement.

(m) This Agreement constitutes the entire agreement and understanding of the parties on the subject matter hereof
and supercedes all prior agreements and understandings on the subject thereof.

(n) The parties hereto agree to cooperate with one another in respect of this Agreement, including reviewing and
executing any document necessary for the performance of this Agreement, to comply with law or as reasonably
requested by any party hereto, or legal counsel to any party hereto.
(o) The parties hereto agree to cooperate with one another in respect of this Agreement, including reviewing and
executing any document necessary for the performance of this Agreement, to comply with law or as reasonably
requested by any party hereto, or legal counsel to any party hereto.

(p) The parties hereto agree that (i) Gateway has retained independent legal counsel in connection with the
preparation and of this Agreement, (ii) Gateway has been advised of the importance of retaining legal counsel,
and (iii) by the execution of this Agreement, each party who has not retained independent legal counsel
acknowledges having waived such right.

(q) The law of the State of Illinois shall apply to this Agreement without reference to conflict of law principles,
and the sole venue for any dispute or suit between the parties shall be a court of competent jurisdiction in the
location of the ADVISOR in Illinois.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written.

GATEWAY DISTRIBUTORS, LTD., A NEVADA CORPORATION, SELLER
BY: _______________________________
RICK BAILEY PRESIDENT / CEO

THE RIGHT SOLUTION GATEWAY A NEVADA CORPORATION, BUYER
BY: ________________________________
RICK BAILEY, PRESIDENT / CEO
EXHIBIT 10.15

                                      ENDORSEMENT AGREEMENT

This ENDORSEMENT AGREEMENT (the "Agreement") is made this 1st day of

November, 2003 by and between Bruce Jenner, Individual ("CELEBRITY"), with his offices located in
California; and The Right Solution, a Nevada Corporation (the COMPANY), with its offices located at 3035
East Patrick Lane, Suite 14, Las Vegas, Nevada 89120.

WHEREAS, CELEBRITY has experience in public speaking and marketing and

WHEREAS, the COMPANY desires to do business with the CELEBRITY 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 CELEBRITY agree as follows:

1. ENGAGEMENT The COMPANY agrees to a one year engagement to contract the CELEBRITY to speak
at the company meetings and seminars along with endorsement of the Company products.

2. The CELEBRITY will be limited to six speaking engagements for the year and five conference calls per month
at the company's discretion.

3. The CELEBRITY will assist in getting a distributorship started through his contacts and fan mail. The
CELEBRITY can designate the party placed in the distributorship direct to the Company. This distributorship will
be independent of the endorsement terms of the agreement and will remain on going as long as the CELEBRITY
maintains the annual membership fee.

4. TERMS FOR THE COMPANY

(i) The COMPANY will flag the CELEBRITY center at level six for a six month period. COMPANY will
provide the necessary time to work with the business on products, strategies and opportunity. Jack Zufelt will
coordinate all efforts and work direct with the CELEBRITY and or the designee.

(ii) The COMPANY will provide products at no cost for use by the CELEBRITY for personal use throughout
the duration of this agreement. COMPANY will pay $10,000 upfront to begin representation and support of the
CELEBRITY.

(iii) CELEBRITY will receive $6,000 per month for entire duration of the agreement. The COMPANY will give
stock to the CELEBRITY which will be restricted for one year from issuance and will be as follows:

                             Monthly Sales Volume                   Stock Options
                             --------------------                   -------------
                             $ 300,000                           300,000     shares
                                600,000                          600,000     shares
                              1,000,000                          1,000,000   shares




These stock options will remain in place until certificates are issued once volumes are met as long as the
CELEBRITY maintains the distributorship by paying the annual dues of $15.00.

(iv) The terms of this agreement will remain confidential between CELEBRITY and the COMPANY unless
written permission is granted for release by both parties.

(v) Travel arrangements and accommodations will be provided by the COMPANY. This will be first class
accommodations when available.
                                       TERMS FOR THE CELEBRITY

Work with Jack Zufelt to develop a business strategy that can be implemented within 30 days of the signing of
this agreement.
(i) Identify marketing platform to recruit new distributors
(ii) Develop a recruiting packet for new recruits that are duplicable with most tools coming from the corporate
website and / or inventory.
(iii) CELEBRITY will be available for phone conferences and meeting participating at any level deemed
necessary by the COMPANY.
(iv) CELEBRITY will be available for conference calls not to exceed five per month and at the discretion of his
schedule.
(v) The terms of this agreement will remain confidential between CELEBRITY and the COMPANY unless
written permission is granted for release by both parties.

INDEPENDENT CONTRACTOR
CELEBRITY and CELEBRITY Personnel will act as an independent contractor in the performance of its duties
under this Agreement. Accordingly, CELEBRITY will be responsible for payment of all federal, state, and local
taxes on compensation paid under this Agreement, including income and social security taxes, unemployment
insurance, and any other taxes due relative to Distributor's Personnel and any and all business license fees as may
be required. This Agreement neither expressly nor impliedly creates a

relationship of principal and agent, or employee and employer, between Distributor's Personnel and the
COMPANY. Neither CELEBRITY nor CELEBRITY Personnel are authorized to enter into any agreements on
behalf of the COMPANY. The COMPANY expressly retains the right to approve, in its sole discretion, each
Asset Opportunity or Business Opportunity introduced by CELEBRITY, and to make all final decisions with
respect to effecting a transaction on any Business Opportunity.

6. TERMINATION

The COMPANY and CELEBRITY may terminate this Agreement under the following conditions:

(A) By the COMPANY.

(i) If during the Term of this Agreement the CELEBRITY is unable to provide the Services as set forth herein for
thirty (30) consecutive business days because of illness, accident, or other incapacity of CELEBRITY Personnel;
or,

(ii) If CELEBRITY willfully breaches or neglects the duties required to be performed hereunder; or,

(B) By CELEBRITY

(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,

(iii) 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 CELEBRITY Fee; or,

7. INDEMNIFICATION

Subject to the provisions herein, the COMPANY and CELEBRITY 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. The CELEBRITY will have full release of
liability in regards to product performance and/or law suites resulting from use of the product. This liability will
remain the responsibility of the COMPANY and manufacturers.

8. MISCELLANEOUS

(i) Subsequent Events. CELEBRITY 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.

(ii) 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.

(iv) 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.

(v) 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.

(vi) 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:

(A) In the case of the COMPANY:


                                                The Right Solution
                                          3095 East Patrick Lane, Suite 14
                                            Las Vegas, Nevada 89120
(B) In the case of the CELEBRITY:
Bruce Jenner
2345 Elbury Court
Lake Sherwood, CA 91361

or to such other person or address designated in writing by the COMPANY or CELEBRITY to receive notice.

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.

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.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written.

               The COMPANY                                CELEBRITY
               The Right Solution                         Bruce Jenner
               A Nevada Corporation                       Independent Contractor/COMPANY


               By ____________________________            By _________________________________
                  Rick Bailey President / CEO
EXHIBIT 10.16

                                                _________ THE
                                              RIGHT SOLUTION
                                               on the cutting edge

                               MASTER DISTRIBUTORSHIP INDONESIA

September 23, 2003

The Right Solution (hereafter referred to as "TRS") wishes to assure itself of the continued service of Mahakam
Beta Forma (hereafter referred to as "MASTER DISTRIBUTOR") and/or assignee. PARTIES agreed as
follows:

TRS TERMS

1. NO COMPETE - MASTER DISTRIBUTOR agrees that all products introduced through Mahakam Beta
Forma are sole ownership of TRS. Any purchase of these products and / or similar products from another
company will void this agreement.

2. PURCHASE PRICE - Pricing to MASTER DISTRIBUTORSHIP will be determined based on monthly
volumes of sales and will be agreed to by both parties once this agreement is finalized. The sale price for the end
user will be at the discretion of the MASTER DISTRIBUTOR as long as it does not exceed the TRS market
pricing internationally.

3. PRIVATE LABELING - TRS will be maintained on all labels and any changes require written approval by the
President of TRS.

4. DISTRIBUTION RIGHTS - MASTER DISTRIBUTOR will maintain the right to have all sales come through
their operations for Indonesia. All sales will continue to go through MASTER DISTRIBUTOR operations as long
as volume is maintained at the following levels:

a. Minimum of $2,000 per month after first 90 days
b. Minimum of $5,000 per month after a one year period
c. Minimum of $20,000 plus per month after two years
d. Minimum of $100,000 per month after five years

5. COMPENSATION PLAN - MASTER DISTRIBUTOR will be placed at the top of the marketing plan for
Indonesia and all commissions paid under the current plan will be in effect. In addition, the markup of the cost
verses the sales price agreed to will be given to the MASTER DISTRIBUTOR.

TERMINATION OF AGREEMENT- (a) A "Termination of Agreement" shall be defined as any one of the
following:
1. Willful misconduct or gross neglect of duty by MASTER DISTRIBUTOR.

2. MASTER DISTRIBUTOR will agree to a non-compete clause as it relates to our products, and material
related to TRS. If the MASTER DISTRIBUTOR takes any of our sales and or business to another provider this
agreement will be null and void.

3. Any public statements made concerning TRS or its affiliates, officers, directors, or employees shall be
submitted for approval in writing to the President's office. This Agreement is confidential and cannot be shared
with any other person without the written consent of the President.

4. If MASTER DISTRIBUTOR fails to comply with the above obligations, TRS may cease making all
commission payments and extending benefits and may recover by appropriate action instituted in any court of
competent jurisdiction any severance payments theretofore paid.

5. NOTICES - Written notices required or furnished under this Agreement shall be sent to the following
addresses:

                              To TRS:                               The Right Solution
                                                             3035 East Patrick Lane, Suite 14
                                                                  Las Vegas, Nevada 89120

                  To: Andy A. Luyanto                                   Mahakam Beta Forma




Notices shall be effective on the first business day following receipt thereof. Notices sent by mail shall be deemed
received on the date of delivery shown on the return receipt.

6. AMENDMENTS - This Agreement may not be amended or changed, orally or in writing except by the
written agreement of the PARTIES.

7. GOVERNING LAW - This Agreement, and any dispute arising under or relating to any provision of this
Agreement shall be governed by and construed in accordance with the laws of the State that TRS is registered.
All disputes will be settled through arbitration, which will final and binding to all parties. An arbitrator will be
selected that both parties agree to. Said arbitration shall be instituted within sixty (60) days of the date that the
dispute arises or the dispute will be invalid.

8. CONFIDENTIALITY - All information provided by either Party to the other hereunder, including the terms
and conditions of this Agreement, shall be treated by the Party receiving such information as confidential, and
shall not be disclosed by such Party to any party without the prior written consent of the Party from which the
information was obtained. This obligation of confidentiality shall survive termination of this Agreement.

9. SEVERALBILITY - If any or more of the provisions contained in this Agreement are held to be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

10. PREVIOUS AGREEMENTS - This Agreement, once executed by the PARTIES, will replace and
supersede any and all previous employment agreements, either written or verbal, between the PARTIES.

11. CAPTIONS - All Section titles or captions contained in this Agreement are for convenience only and shall
not be deemed as part of this Agreement.
The PARTIES hereto have executed this Agreement as of the date September 23, 2003. This agreement will be
self renewing unless either party sends cancellation notice in writing.

                                       THE RIGHT SOLUTION

               By:    _________________________________              Date    ____________
                      Richard A. Bailey
                      PRESIDENT / CEO


                      MASTER DISTRIBUTOR MAHAKAM BETA FORMA

               By:    _________________________________              Date    ____________
                      ANDY A. LUYANTO / GENERAL MANAGER
EXHIBIT 10.17

                                            PROMISSORY NOTE

$200,000.00 Date: July 03, 2003

For value received, the undersigned Gateway Distributors (the "Borrower"), at 3035 E. Patrick Lane, Las Vegas,
Nevada, 89120, promises to pay to the order of Los Cabos Freedom Movement L.L.C. (the "Lender"), at P.O.
Box 841, Wautoma, Wisconsin 54982, (or at such other place as the Lender may designate in writing) the sum
of $200,000.00 with interest from August 01, 2003, on the unpaid principal at the rate of 8.00% per annum.

Unpaid principal after the Due Date shown below shall accrue interest at a rate of 12.00% annually until paid.

The unpaid principal and accrued interest shall be payable in monthly installments of $1,672.88, beginning on
September 01, 2003, and continuing until August 01, 2023, (the "Due Date"), at which time the remaining unpaid
principal and interest shall be due in full.

All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of
principal.

The Borrower promises to pay a late charge of $100.00 for each installment that remains unpaid more than 30
day(s) after its Due Date. This late charge shall be paid as liquidated damages in lieu of actual damages, and not
as a penalty.

If any payment obligation under this Note is not paid when due, the remaining unpaid principal balance and any
accrued interest shall become due immediately at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no
prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of
collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection
process.

This Note is secured by a All assets, inventory, accounts receivable and equipment of Grandma Hamman's
Specialty Foods, dated July 03, 2003. The Lender is not required to rely on the above security instrument and
the assets secured therein for the payment of this Note in the case of default, but may proceed directly against the
Borrower.

If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender,
shall become due immediately, without demand or notice:
1. the failure of the Borrower to pay the principal and any accrued interest in full on or before the Due Date;

2. the death of the Borrower or Lender;

3. the filing of bankruptcy proceedings involving the Borrower as a debtor;

4. the application for the appointment of a receiver for the Borrower;

5. the making of a general assignment for the benefit of the Borrower's creditors;

6. the insolvency of the Borrower;

7. a misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit.

In addition, the Borrower shall be in default if there is a sale, transfer, assignment, or any other disposition of any
assets pledged as security for the payment of this Note, or if there is default in any security agreement which
secures this Note.

If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any
reason, the remaining provisions shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal currency of the United States. The
Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment
by Lender of this Note shall affect the liability or the obligations of the Borrower. All rights of the Lender under
this Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.

This Note shall be construed in accordance with the laws of the state of Nevada.

Signed this ___ day of ________, ______ at _______________, __________________.

Borrower:
Gateway Distributors
EXHIBIT 10.18

                                                  AGREEMENT

THIS AGREEMENT (THE "AGREEMENT") is made this 09th day of September 2003, by and between
Gateway Distributors LTD, a Nevada corporation ("Company") and, Tropical Beverage ("Manufacturer")

WHEREAS, Company and Manufacturer have heretofore agreed to a letter of intent to proceed with closure to
be finalized within the next two weeks.

WHEREAS, it is the intent of Company and Manufacturer (the "Parties") to enter into a agreement which will
supercede and replace any and all existing contracts, notes and agreement, whether written or oral, which have
heretofore existed between the Parties, their agents and assigns; and

WHEREAS, it is the intent that this agreement, and any subsequent amendments or addendums thereto, shall
govern all subsequent dealings between the Parties; and

WHEREAS, the Company desires to enter into a business relationship with the Manufacturer on the terms and
conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and
for other good and valuable consideration, including, but not limited to, the cancellation of all previous contracts,
notes and agreements between and among the Parties, the receipt and sufficiency of which is hereby
acknowledged, the Company and Manufacturer agree as follows:

1. The Company hereby agrees to purchase all liquid products exclusively from the Client.
2. Client will guarantee prices that are competitive
3. Company will be approved as an approved vendor for the Clients Nitro H2O product.
4. Stock will be exchanged between the Company and Client based on market evaluation.

INDEMNIFICATION

Subject to the provisions herein, the Company and Manufacturer 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.

Manufacturer's extent of indemnification to Company shall also include, but not be limited to (a) all expenses
(including attorney's fees), judgments, fines, and other sums paid and necessarily incurred with respect to any
proceeding (civil, criminal, administrative, or investigative) in which Company is made a party which may be
based upon claims that (i) Company publicly disseminated any information about the Company, which
information was provided to Company by the Company; or (ii) is based upon the dissemination of information by
the Company without the approval of Company; or (iii) is based upon the failure of the Company to disseminate
information; or (iv) results from the failure of the Company, its officers, employees or agents other than Company
misstating a material fact or omitting to state a material fact in information disseminated to the public; and (b) all
reasonable costs of settlement in any such proceeding.

Company's and Company's right to indemnification is not exclusive of any other rights to which either may be
entitled, and all rights to indemnification created by this agreement or at law shall have mutual application.

It is expressly understood that Company has no responsibility for any statement which may be made or
disseminated to any third person or to the public by the Company or any officer, agent, employee, or entity
of the Company other than Company, unless Company has, specifically approved such statement in writing prior
to its dissemination.

MISCELLANEOUS PROVISIONS

A. Gender. Wherever the context shall require, all words herein in the masculine gender shall be deemed to
include the feminine or neuter gender, all singular words shall include the plural, and all plural shall include the
singular.
B. Severability. If any provision hereof is deemed unenforceable by a court of competent jurisdiction, the
remainder of this Agreement, and the application of such provision in other circumstances shall not be affected
thereby.
C. Further Cooperation. From and after the date of this Agreement, each of the parties hereto agrees to execute
whatever additional documentation or instruments as are necessary to carry out the intent and purposes of this
Agreement or to comply with any law.
D. Waiver. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the
waiving party. The failure of any party at any time to insist upon strict performance of any condition, promise,
agreement or understanding set forth herein, shall not be construed as a waiver or relinquishment of any other
condition, promise, agreement or understanding set forth herein or of the right to insist upon strict performance of
such waived condition, promise, agreement or understanding at any other time.
E. Expenses. Except as otherwise provided herein, each party hereto shall bear all expenses incurred by each
such party in connection with this Agreement and in the consummation of the transactions contemplated hereby
and in preparation thereof.
F. Amendment. This Agreement may only be amended or modified at any time, and from time to time, in writing,
executed by the parties hereto.
G. Notices. Any notice, communication, request, reply or advice (hereinafter severally and collectively called
"Notice") in this Agreement provided or permitted to be given, shall be made or be served by delivering same by
overnight mail or by delivering the same by a hand-delivery service, such Notice shall be deemed given when so
delivered. For all purposes of Notice, the addresses of the parties set out below their signatures herein shall be
their addresses unless later advised in writing.
H. Captions. Captions herein are for the convenience of the parties and shall not affect the interpretation of this
Agreement.
I. Counterpart Execution. This Agreement may be executed 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 and this Agreement may
be executed by fax.
J. Assignment. This Agreement is not assignable without the written consent of the parties.
K. Parties in Interest. Provisions of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties, their heirs, executors, administrators, other permitted successors and assigns, if any.
Nothing contained in this Agreement, whether express or implied, is intended to confer any rights or remedies
under or by reason of this Agreement on any persons other than the parties to it and their respective successors
and assigns, not is anything in this Agreement intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, not shall any provision give any third persons any right of subrogation
over, or action against, any party to this Agreement.
L. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties on the
subject matter hereof and supercedes all prior agreements and understandings on the subject thereof.
M. Construction. The parties hereto agree to cooperate with one another in respect of this Agreement, including
reviewing and executing any document necessary for the performance of this Agreement, to comply with law or
as reasonably requested by any party hereto, or legal counsel to any party hereto.
N. Cooperation. The parties hereto agree to cooperate with one another in respect of this Agreement, including
reviewing and executing any document necessary for the performance of this Agreement, to comply with law or
as reasonably requested by any party hereto, or legal counsel to any party hereto.
O. Independent Legal Counsel. Company will retain legal counsel and be responsible for handling any legal issues
related to the Company's filings, audits, public relations issues, or legal actions by anyone regarding services or
advice given by Company to the Company. This provision will apply to all agreements between Company and
the Company, past, present or future and applies to all subsidiaries of the Company. The parties hereto agree that
(i) each has retained independent legal counsel in connection with the preparation of this Agreement, (ii) each has
been advised of the importance of retaining legal counsel, and (iii) by the execution of this Agreement, each party
who has not retained independent legal counsel acknowledges having waived such right.
P. Choice of Law/Venue. The law of the State of Nevada shall apply to this Agreement without reference to
conflict of law principles, and the sole venue for any dispute or suit between the parties shall be a court of
competent jurisdiction in the location of the COMPANY in Nevada.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written.

Gateway Distributors LTD Tropical Beverage

             By:       Rick   Bailey                        By:       Mark   Millsap

             Title:    President    /   CEO                 Title:        President

             Date:     __________________________           Date:     __________________________
EXHIBIT 10.19

                                        EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of July 07, 2003, by and between Gateway
Distributors ("Gateway"), of 3035 E. Patrick Ln., Las Vegas, Nevada, 89120 and Blaine Wendtland ("Blaine"),
of 1620 Whispering Pine Ln., Appleton, Wisconsin, 54913.

A. Gateway is engaged in the business of Vitamin and Supplement Distribution. Blaine will primarily perform the
job duties at the following location: 3035 E. Patrick Ln., Las Vegas, Nevada.

B. Gateway desires to have the services of Blaine.

C. Blaine is willing to be employed by Gateway.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Gateway shall employ Blaine as a(n) Account Executive. Blaine shall provide to Gateway
the following services: To promote and sell products provided by Gateway Distributors and/or the Right Solution.
Blaine accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and
direction of Gateway and Gateway's supervisory personnel. Blaine shall also perform (i) such other duties as are
customarily performed by an employee in a similar position, and (ii) such other unrelated services and duties as
may be assigned to Blaine from time to time by Gateway.

2. BEST EFFORTS OF EMPLOYEE. Blaine agrees to perform faithfully, industriously, and to the best of
Blaine's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of
this Agreement, to the reasonable satisfaction of Gateway. Such duties shall be provided at such place(s) as the
needs, business, or opportunities of Gateway may require from time to time.

3. COMMISSION PAYMENTS. Gateway will make commission payments to Blaine based on 15% of Net
Profit on total sales of company (Sale price minus Cost of Goods). This commission will be paid semi-monthly on
the tenth day and the twenty-fifth day of the month, each payment corresponding to the semi-monthly period that
ended approximately fifteen days prior to the payment date.

A. Accounting. Gateway shall maintain records in sufficient detail for purposed of determining the amount of the
commission. Gateway shall provide to Blaine a written accounting that sets forth the manner in which the
commission payment was calculated.

B. Right to Inspect. Blaine, or Blaine's agent, shall have the right to inspect Gateway's records for the limited
purpose of verifying the calculation of the
commission payments, subject to such restrictions as Gateway may reasonably impose to protect the
confidentiality of the records. Such inspections shall be made during reasonable hours as may be set by Gateway.

C. Death of the Employee. If Blaine dies during the term of this Agreement, Blaine shall be entitled to payments
or partial commission payments for the period ending with the date of Blaine's death.

4. EXPENSE REIMBURSEMENT. Gateway will reimburse Blaine for "out-of-pocket" expenses incurred by
Blaine in accordance with Gateway's policies in effect from time to time.

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Blaine shall provide Gateway with all
information, suggestions, and recommendations regarding Gateway's business, of which Blaine has knowledge,
that will be of benefit to Gateway.

6. CONFIDENTIALITY. Blaine recognizes that Gateway has and will have information regarding the following:
- inventions
- products
- product design
- processes
- technical matters
- trade secrets
- copyrights
- customer lists
- prices
- costs
- discounts
- business affairs
- future plans
- issues related to the sale of Company Stock and other vital information items (collectively, "Information") which
are valuable, special and unique assets of Gateway. Blaine agrees that Blaine will not at any time or in any
manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without
the prior written consent of Gateway, Blaine will protect the Information and treat it s strictly confidential. A
violation by Blaine of this paragraph shall be a material violation of this Agreement and will justify legal and/or
equitable relief.

7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this
Agreement shall remain in full force and effect for a 90-day period after the termination of Blaine's employment.
During such 90-day period, neither party shall make pr permit the making of any public announcement or
statement of any kind that Blaine was formerly employed by or connected with Gateway.

8. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Blaine shall not have the right to make
any contracts or commitments for or on behalf of Gateway without first obtaining the express written consent of
Gateway.

9. BENEFITS. Blaine shall be entitled the employment benefits, including disability insurance as provided by
Gateway's policies in effect from time to time.

10. TERM/TERMINATION. Blaine's employment under this Agreement shall be for an unspecified term on an
"at will" basis. This Agreement may be terminated by Gateway upon 30 days written notice, and by Blaine upon
30 days written notice. If Gateway shall so terminate this Agreement, Blaine shall be entitled to compensation for
30 days beyond the termination date of such termination, unless Blaine is in violation of this Agreement. If Blaine
is in violation of this Agreement, Gateway may terminate employment without notice and with compensation to
Blaine only to the date of such terminations. The compensation paid under this Agreement shall be Blaine's
exclusive remedy.

11. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this Agreement, if Blaine
becomes permanently disabled and is no longer able to perform the essential functions of the position with
reasonable accommodation. Gateway shall exercise this option by giving 30 days written notice to Blaine.

12. COMPLIANCE WITH EMPLOYER'S RULES. Blaine agrees to comply with all of the rules and
regulations of Gateway.

13. RETURN OF PROPERTY. Upon termination of this Agreement, Blaine shall deliver to Gateway all
property which is Gateway's property or related to Gateway's business (including keys, records, notes, data,
memoranda, models, and equipment) that is in Blaine's possession or under Blaine's control. Such obligation shall
be governed by any separate confidentiality or proprietary rights agreement signed by Blaine.

14. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed
delivered when delivered in person or on the third day after being deposited in the United States mail, postage
paid, address as follows:

                                                    Employer:

Gateway Distributors
Flo Ternes
C.O.O.
3035 E. Patrick Lane
Las Vegas, Nevada 89120
                                                    Employee:

Blaine Wendtland
1620 Whispering Pine Lane
Appleton, Wisconsin 54913

Such addresses may be changed from time to time by either party by providing written notice in the manner set
forth above.

15. ENTIRE AGREEMENT. This agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.

16. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is
signed by both parties.

17. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or enforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provisions for
this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or
enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of the
Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforcer and
compel strict compliance with every provision of this Agreement.

19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Nevada.
EXHIBIT 10.20

                                             PROMISSORY NOTE

$17,500.00 Date: July 03, 2003

For value received, the undersigned Grandma Hamman's (the "Borrower"), at 3035 E. Patrick Lane, Las Vegas,
Nevada, 89120, promises to pay to the order of Ed Wendtland, (the "Lender"), at 1620 Whispering Pine Lane,
Appleton, Wisconsin 54913, (or at such other place as the Lender may designate in writing) the sum of
$17,500.00 with interest from August 01, 2003, on the unpaid principal at the rate of 24.00% per annum.

The unpaid principal and accrued interest shall be payable in monthly installments of $925.24, beginning on
September 01, 2003, and continuing until August 01, 2005, (the "Due Date"), at which time the remaining unpaid
principal and interest shall be due in full.

All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of
principal.

The Borrower promises to pay a late charge of $87.00 for each installment that remains unpaid more than 10 day
(s) after its Due Date. This late charge shall be paid as liquidated damages in lieu of actual damages, and not as a
penalty.

If any payment obligation under this Note is not paid when due, the remaining unpaid principal balance and any
accrued interest shall become due immediately at the option of the Lender.

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no
prepayment penalty.

If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of
collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection
process.

This Note is secured by a Merchant Account currently used by Grandma Hamman's Specialty Foods, dated July
03, 2003. The Lender is not required to rely on the above security instrument and the assets secured therein for
the payment of this Note in the case of default, but may proceed directly against the Borrower.

If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender,
shall become due immediately, without demand or notice:

1. the failure of the Borrower to pay the principal and any accrued interest in full on or before the Due Date;

2. the death of the Borrower or Lender;
3. the filing of bankruptcy proceedings involving the Borrower as a debtor;

4. the application for the appointment of a receiver for the Borrower;

5. the making of a general assignment for the benefit of the Borrower's creditors;

6. the insolvency of the Borrower;

7. a misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit.

In addition, the Borrower shall be in default if there is a sale, transfer, assignment, or any other disposition of any
assets pledged as security for the payment of this Note, or if there is default in any security agreement which
secures this Note.

If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any
reason, the remaining provisions shall remain fully operative.

All payments of principal and interest on this Note shall be paid in the legal currency of the United States. The
Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment
by Lender of this Note shall affect the liability or the obligations of the Borrower. All rights of the Lender under
this Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.

This Note shall be construed in accordance with the laws of the state of Nevada.

Borrower:

Grandma Hamman's Specialy Foods

By: __________________________________
Rick Bailey
EXHIBIT 10.21

                                        CONSULTING AGREEMENT

This agreement is made this 17th day of July, 2003 between

THE RIGHT SOLUTIONS GATEWAY at 3035 East Patrick Lane, Suite 14, Las Vegas, Nevada 89120,
hereinafter referred to as RSG. Phone number (702) 938-9316.

And

Jack M. Zufelt at 3228 East Phillips Drive, Littleton, Colorado 80122, hereinafter referred to as Zufelt. Phone
number (303) 741-9025.

RSG agrees to retain Zufelt, and Zufelt has agreed to provide certain consulting services on the terms and
conditions set out below.

RESPONSIBILITIES OF ZUFELT:

Zufelt will help RSG create an integrated prospecting and recruiting system with specific prospecting and
recruiting tools customized specifically for RSG.

1. Zufelt will consult with RSG on all aspects of their business as well as create and implement important
strategies regarding all aspects of what it takes to cause prospecting and recruiting. It will include a 24-hour, 7
day a week system that is designed and dedicated specifically to help RSG distributors prospect and recruit on
both its products, and its income opportunity.

2. This consulting, prospecting and recruiting system shall include:

a) A 10 to 15 minute recruiting script for an audiocassette/CD to be used for powerful prospecting. Zufelt will
arrange for professional voice and be at the studio to direct that professional to create the kind of inflection and
sound on the tape that is desired.

b) Sample, short scripts for distributors to use when handing out the cassette and when calling back respondents
to the new prospecting tools.

c) Short scripts for distributors to use when following up on prospects they have given or sent the prospecting
tape to.

d) A 10 to 15 minute "closing" script to be used for pre-recorded message to be used by distributors to bring
prospects to a decision. It will be designed specifically to close the sale on both the products AND the business
opportunity. It will gently, but powerfully, hard sell prospects on the products, auto-ship and the income
opportunity as well as give them the three choices of packages to buy so that when the call is over all the
distributor has to say to the prospect is, "So, what do you want to do?" Or "Which choice do you want to start
with?"

e) Three powerful, attention getting letters to be used for prospecting and recruiting by distributors. One will be
designed to accompany the recruiting cassette that goes to people they already know, another will be designed to
accompany the cassette to go to those they don't know and the third one will be a letter that can be sent out by
itself inviting prospects to request the cassette.

f) An income projection for the consultant based on 6 and 12 months of using Zufelt's system and RSG's
compensation plan. With your help and knowledge of the Right Solutions
comp plan I will create realistic, believable, not pie in the sky, income projections with just a 2% success rate,
showing potential income after just 6 and 12 months of faithfully using the prospecting system I create. This
always excites distributors into action because it is so believable.

g) Design hard-hitting, attention getting, 4-color Post Cards for prospecting.

h) Sell and train your existing distributors on using the system I create for you in up to five live seminars and up to
30 conference calls. Who better than the author, of the new recruiting system with years of proof that it works, as
well as extensive credentials, to tell your distributors, new or old, about the system and excite and motivate them
to use it on a massive scale? I will also pass my abilities on to you and any person you so designate as well as any
of the leaders in the field who want to get and stay serious about making money through proper prospecting and
massive recruiting.

i) 90 Days of unlimited consulting which will include but is not be limited to:

- Spending time with the owners to learn about, and become indoctrinated on, the flavor, feel and culture of RSG
including the compensation plan and any other things pertinent to creating powerful business building tools.

- Analyze and make recommendations on making sure all existing brochures letters, website pages and any other
marketing materials past, present or future are designed to sell the opportunity and/or the products or both.

- Help define what should go into the three packages/business builder kits.

- Unlimited consulting on any and all other aspects of the RSG business opportunity as needed.

- Consult with RSG on how to leverage what I am doing for the company to help make PR with the market
makers of their stock.

RESPONSIBILITIES OF RSG

1. In exchange for Zufelt's services listed above, RSG shall pay Zufelt the sum of one hundred and four thousand
dollars ($104,00.00) in US funds.

This amount is to be paid as follows:

Upon the signing of this agreement and on or before Friday the 18th of July 2003, RSG shall purchase from
Zufelt one thousand each of the following:

1,000 Learn To Earn cassette programs
1,000 How to Use The Conquering Force Within You cassette program 1,000 Bonus Tapes
1,000 The DNA of Success Books
1,000 9 Reports For Your Success
1,000 Monthly Ezine subscription to the "Z" Report (Included at no charge)

Payments for the above items shall be as follows: Eight thousand, six hundred and sixty six dollars, ($8,666.00) in
US funds is due and payable on July 18, 2003. The balance of ninety five thousand three hundred and thirty four
dollars ($95,334.00) shall be paid to Zufelt in eleven equal, weekly payments
of eight thousand six hundred and sixty six dollars ($8,666.00) each. Said payments to be made on or before the
following dates:

July 25, 2003, August 1, 2003, August 8, 2003, August 15, 2003, August 22, 2003, August 29, 2003,
September 5, 2003, September 12, 2003, September 19, 2003, September 26, 2003 and
October 3, 2003.

ALL PAYMENTS MUST BE MADE IN ONE OF THE FOLLOWING FORMS:

1) Certified check made out to Jack M. Zufelt. If a certified check is sent it must be sent via overnight delivery.
2) Wire transfer to Zufelt's bank account. If wire transfer, use the following banking information:

                                           Receiving Bank Information

                                       ARAPAHOE BANK AND TRUST
                                           7777 East Arapahoe Road
                                        Englewood, Colorado 80112 USA

                                       Account Name: Z Distributing, Inc.
                                          Account Number: 1073885
                                 Routing Number for Wire Transfer: 107 00 1957

2. Zufelt shall order and send the 1,000 of each product as described above once all of the payments as outlined
in Responsibilities of RSG ( 1 ) above have been paid in full. Zufelt will advance product earlier to provide startup
needs from his inventory if necessary.

3. RSG shall use commit to use Zufelt to train at the above five mentioned seminars and conference calls between
the date of this agreement and March of 2004. The schedule for all such seminars and conference calls must be
agreed upon by both Zufelt and RSG.

3. RSG shall pay all of Zufelt's expenses relating to the above services listed and identified as ( a ) thorough ( i )
including, but not limited to, professional voice, studio time for recording of the prospecting cassette, production
of prospecting cassettes/CDs, graphic artists for post cards etc., design layout etc., all travel expenses including
non restricted round trip airfare (via United Airlines where possible), car rental and gas, lodging, meals, airport
parking etc. as well as long distance calls, conference calls etc. If any travel is required out of the continental US
or Canada, airfare shall include round trip in business class. All expenses must be pre-approved by the
Company.

ACT OF GOD:

If, due to an act of God or other cause beyond the control of Zufelt or RSG, any agreed upon consulting,
conference call or training presentation cannot be given at the time, place and upon the terms agreed to, and if a
satisfactory substitute or alternate date cannot be arranged, neither Jack Zufelt or RSG shall have claim for
damages.

RSG understands and accepts that this consulting agreement with Zufelt is not an exclusive agreement and that
Zufelt may have other clients for which he provides the same or similar services.

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.

If payment under the terms of this contract is not made when due, RSG agrees to pay all costs of collection
including attorneys fees and 1.5% per month on all amounts past due.
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 Jack M. Zufelt.

Signed _________________________________ Date ___________________ Jack M. Zufelt

Signed Gateway Distributors, Ltd, d.b.a. The Right Solution

By: _________________________________ Date ___________________ Rick Bailey President / CEO
EXHIBIT 10.22

                                        CONSULTING AGREEMENT

This agreement is made this 12th day of August 2003 between THE RIGHT SOLUTIONS GATEWAY at
3035 East Patrick Lane, Suite 14, Las Vegas, Nevada 89120, hereinafter referred to as RSG. Phone number
(702) 938-9316 and Jack M. Zufelt at 3228 East Phillips Drive, Littleton, Colorado 80122, hereinafter referred
to as Zufelt. Phone number (303) 741-9025.

RSG agrees to retain Zufelt, and Zufelt has agreed to provide certain consulting services on the terms and
conditions set out below.

RESPONSIBILITIES OF ZUFELT:

Zufelt will help RSG create an integrated prospecting and recruiting system with specific prospecting and
recruiting tools customized specifically for RSG.

1. Zufelt will consult with RSG on all aspects of their business as well as create and implement important
strategies regarding all aspects of what it takes to cause prospecting and recruiting. It will include the 24-hour, 7-
day a week system that is designed and dedicated specifically to help RSG distributors prospect and recruit on
both its products, and its income opportunity.

2. This consulting, prospecting and recruiting system includes:

a) A 10 to 15 minute recruiting script for an audiocassette/CD to be used for powerful prospecting.

b) Sample, short scripts for distributors to use when handing out the cassette and when calling back respondents
to the new prospecting tools.

c) Short scripts for distributors to use when following up on prospects they have given or sent the prospecting
tape to.

d) A 10 to 15 minute "closing" script to be used for pre-recorded message to be used by distributors to bring
prospects to a decision. It has been designed specifically to close the sale on both the products AND the
business opportunity.

e) Three powerful, attention getting letters to be used for prospecting and recruiting by distributors. One will be
designed to accompany the recruiting cassette that goes to people they already know, another will be designed to
accompany the cassette to go to those they don't know and the third one will be a letter that can be sent out by
itself inviting prospects to request the cassette.

f) An income projection for the consultant based on a ten-year contract of using Zufelt's system and RSG's
compensation plan. With your help and knowledge of the Right Solutions comp plan I will create realistic,
believable, not pie in the sky, income projections with just a 2% success rate, showing potential income after just
6 and 12 months of faithfully using the prospecting system I create.

g) Design hard-hitting, attention getting, 4-color Post Cards for prospecting.

h) Sell and train our existing distributors on using the system created for us up to 24 live seminars per year and up
to 100 conference calls annually to be determined by the Company and Consultant. This contract will be a ten
year term and will include:
- Spending time with the owners to develop training needs and marketing strategies to compensate the growth of
the company.
- Analyze and make recommendations on making sure all existing brochures letters, website pages and any other
marketing materials past, present or future are designed to sell the opportunity and/or the products or both.
- Consult with RSG any business related issues as needed and agreed to by both parties

RESPONSIBILITIES OF RSG

1. In exchange for Zufelt's services listed above, RSG shall include Zufelt training material in all distributor starter
kits at the price of $139. In the event of increased cost for material, production, shipping, or change of items the
price may be adjusted. Until both parties agree otherwise, the items in each distributor starter kit will include all of
the Zufelt materials listed in
(a) through (f) below.

a) Learn To Earn Audiocassette program.
b) How to Use The Conquering Force Within You audio cassette program
c) Bonus Audio Cassette Tape
d) The DNA of Success Book
e) 9 Reports For Your Success
f) Monthly Ezine subscription to the "Z" Report

Upon the signing of this agreement RSG shall purchase from Zufelt the following training material to be included in
each of the distributor starter kits as needed:

Payments for the above items shall be as follows:

Minimum orders of 500 each with 50% down and balance on delivery. Zufelt will send the product as described
above once 50% of the payment received.

2. All payments must be made in one of the following forms:

a) Certified check made out to Jack M. Zufelt. If a certified check is sent it must be sent via overnight delivery.
b) Wire transfer to Zufelt's bank account. If wire transfer, use the following banking information:

                                           Receiving Bank Information

                                       ARAPAHOE BANK AND TRUST
                                           7777 East Arapahoe Road
                                        Englewood, Colorado 80112 USA

                                       Account Name: Z Distributing, Inc.
                                          Account Number: 1073885
                                 Routing Number for Wire Transfer: 107 00 1957

3. RSG shall pay all of Zufelt's expenses relating to the above services listed and identified as thorough (i )
including, but not limited to, professional voice, studio time for recording of the prospecting cassette, production
of prospecting cassettes/CDs, graphic artists for post cards etc., design layout etc., all travel expenses including
non restricted round trip airfare (via United Airlines where possible), car rental and gas, lodging, meals, airport
parking etc. as well as long distance calls, conference calls etc. If any
travel is required out of the continental US or Canada, airfare shall include round trip in business class. All
expenses must be pre-approved by the Company.

ACT OF GOD:

If, due to an act of God or other cause beyond the control of Zufelt or RSG, any agreed upon consulting,
conference call or training presentation cannot be given at the time, place and upon the terms agreed to, and if a
satisfactory substitute or alternate date cannot be arranged, neither Jack Zufelt or RSG shall have claim for
damages.

RSG understands and accepts that this consulting agreement with Zufelt is not an exclusive agreement and that
Zufelt may have other clients for which he provides the same or similar services. This is also true for RSG using
additional consulting for training if they choose to do so.

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 Jack M. Zufelt.

Signed _________________________________ Date ___________________ Jack M. Zufelt

Signed Gateway Distributors, Ltd, d.b.a. The Right Solution

By: ____________________________________ Date ___________________ Rick Bailey President / CEO
EXHIBIT 10.23

                                      ENDORSEMENT AGREEMENT

This ENDORSEMENT AGREEMENT (the "Agreement") is made this 1st day of

November, 2003 by and between Bruce Jenner, Individual ("CELEBRITY"), with his offices located in
California; and The Right Solution, a Nevada Corporation (the ""COMPANY""), with its offices located at 3035
East Patrick Lane, Suite 14, Las Vegas, Nevada 89120.

WHEREAS, "CELEBRITY" has experience in public speaking and marketing and

WHEREAS, the "COMPANY" desires to do business with the "CELEBRITY" 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 "CELEBRITY" agree as follows:

1. ENGAGEMENT The "COMPANY" agrees to a one year engagement to contract the "CELEBRITY" to
speak at the company meetings and seminars along with endorsement of the Company products.

2. The "CELEBRITY" will be limited to six speaking engagements for the year and five conference calls per
month at the company's discretion.

3. The "CELEBRITY" will assist in getting a distributorship started through his contacts and fan mail. The
"CELEBRITY" can designate the party placed in the distributorship direct to the Company. This distributorship
will be independent of the endorsement terms of the agreement and will remain on going as long as the
"CELEBRITY" maintains the annual membership fee.

4. TERMS FOR THE "COMPANY"

(i) The "COMPANY" will flag the "CELEBRITY" center at level six for a six month period. "COMPANY" will
provide the necessary time to work with the business on products, strategies and opportunity. Jack Zufelt will
coordinate all efforts and work direct with the "CELEBRITY" and or the designee.

(ii) The "COMPANY" will provide products at no cost for use by the "CELEBRITY" for personal use
throughout the duration of this agreement. "COMPANY" will pay $10,000 upfront to begin representation and
support of the "CELEBRITY".

(iii) "CELEBRITY" will receive $6,000 per month for entire duration of the agreement. The "COMPANY" will
give stock to the "CELEBRITY" which will be restricted for one year from issuance and will be as follows:

                             Monthly Sales Volume                Stock Options
                             --------------------                -------------
                             $ 300,000                           300,000     shares
                                600,000                          600,000     shares
                              1,000,000                          1,000,000   shares




These stock options will remain in place until certificates are issued once volumes are met as long as the
"CELEBRITY" maintains the distributorship by paying the annual dues of $15.00.

(iv) The terms of this agreement will remain confidential between "CELEBRITY" and the "COMPANY" unless
written permission is granted for release by both parties.

                                                         1
(v) Travel arrangements and accommodations will be provided by the "COMPANY" This will be first class
accommodations when available.

                                      TERMS FOR THE "CELEBRITY"

Work with Jack Zufelt to develop a business strategy that can be implemented within 30 days of the signing of
this agreement.

(i) Identify marketing platform to "recruit" new distributors

(ii) Develop a recruiting packet for "new" recruits that are duplicable with most tools coming from the corporate
website and / or inventory.

(iii) "CELEBRITY" will be available for phone conferences and meeting participating at any level deemed
necessary by the "COMPANY".

(iv) "CELEBRITY" will be available for conference calls not to exceed five per month and at the discretion of his
schedule.

(v) The terms of this agreement will remain confidential between "CELEBRITY" and the "COMPANY" unless
written permission is granted for release by both parties.

5. INDEPENDENT CONTRACTOR "CELEBRITY" and "CELEBRITY" Personnel will act as an independent
contractor in the performance of its duties under this Agreement. Accordingly, "CELEBRITY" will be responsible
for payment of all federal, state, and local taxes on compensation paid under this Agreement, including income
and social security taxes, unemployment insurance, and any other taxes due relative to Distributor's Personnel and
any and all business license fees as may be required. This Agreement neither expressly nor impliedly creates

a relationship of principal and agent, or employee and employer, between Distributor's Personnel and the
"COMPANY". Neither "CELEBRITY" nor "CELEBRITY" Personnel are authorized to enter into any
agreements on behalf of the "COMPANY". The "COMPANY" expressly retains the right to approve, in its sole
discretion, each Asset Opportunity or Business Opportunity introduced by "CELEBRITY", and to make all final
decisions with respect to effecting a transaction on any Business Opportunity.

6. TERMINATION

The "COMPANY" and "CELEBRITY" may terminate this Agreement under the following conditions:

(A) By the "COMPANY".

(i) If during the Term of this Agreement the "CELEBRITY" is unable to provide the Services as set forth herein
for thirty (30) consecutive business days because of illness, accident, or other incapacity of "CELEBRITY"
Personnel; or,

(ii) If "CELEBRITY" willfully breaches or neglects the duties required to be performed hereunder; or,

(B) By "CELEBRITY"


(i) If the "COMPANY" fails to make any payments or provide information required hereunder; or,

                                                          2
(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,

(iii) 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 "CELEBRITY" Fee; or,

7. INDEMNIFICATION

Subject to the provisions herein, the "COMPANY" and "CELEBRITY" 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. The "CELEBRITY" will have
full release of liability in regards to product performance and/or law suites resulting from use of the product. This
liability will remain the responsibility of the "COMPANY" and manufacturers.

8. MISCELLANEOUS

(i) Subsequent Events. "CELEBRITY" 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.

(ii) 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.

                                                           3
(iv) 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.

(v) 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.

(vi) 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:

(A) In the case of the "COMPANY":


                                              The Right Solution
                                        3095 East Patrick Lane, Suite 14
                                          Las Vegas, Nevada 89120

                                      (B) In the case of the "CELEBRITY":

Bruce Jenner
2345 Elbury Court
Lake Sherwood, CA 91361

or to such other person or address designated in writing by the "COMPANY" or "CELEBRITY" to receive
notice.

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.

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

                                                         4
hereto, all parties agree to execute an original of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written.

                  The ""COMPANY""                             "CELEBRITY"
                  The Right Solution                          Bruce Jenner
                  A Nevada Corporation                        Independent Contractor/"COMPANY"


            By___________________________                     By _________________________________
              Rick Bailey President / CEO                        Bruce Jenner / Individuals




                                                          5
EXHIBIT 10.24

                                         CONSULTING AGREEMENT

This agreement is made this 12th day of December 2003 between THE RIGHT SOLUTIONS GATEWAY at
3035 East Patrick Lane, Suite 14, Las Vegas, Nevada 89120, hereinafter referred to as RSG. Phone number
(702) 938-9316 and Jack M. Zufelt at 3228 East Phillips Drive, Littleton, Colorado 80122, hereinafter referred
to as Zufelt. Phone number (303) 741-9025.

RSG agrees to retain Zufelt, and Zufelt has agreed to provide certain consulting services on the terms and
conditions set out below.

RESPONSIBILITIES OF ZUFELT:

Zufelt will be responsible to RSG for all training and recruitment. In addition, Zufelt will provide consulting
services at the request of RSG regarding any issues related to the business and/or the industry.

1. Zufelt will consult with RSG on all aspects of their business as well as create and implement important
strategies regarding all aspects of what it takes to cause prospecting and recruiting. Zufelt will:
2. Sell and train our existing distributors on using the system created and coordinate training conference calls for
new groups.
3. Work one on one with key distributors.
4. Zufelt will report direct to the President and COO

RESPONSIBILITIES OF RSG

1. In exchange for Zufelt's services listed above, RSG shall pay Zufelt a guaranteed minimum amount of five
thousand dollars ($5,000.00) per month in perpetuity except as defined below in paragraph 1a. This five
thousand dollars shall come from the combination of two sources;
A) A new position that is created above all past, present and future distributors. All income that this newly
created position generates shall be paid to Zufelt in perpetuity but Zufelt shall not have ownership of that position
except as covered in paragraph 1b below.
B) In the event said position does not earn enough income in any given month to meet the minimum of five
thousand dollar guarantee, RSG shall make up the difference each month. This newly formed position will be
flagged and qualified for commission payments each month by the Company. Zufelt shall not be required to meet
any minimum monthly qualifications to get paid this income except as described in paragraph 1a below. All
income earned by this position shall be paid to Zufelt as a consulting fee by the __ of each month. These
payments will begin with the January 2004 commission checks for the month of December and will be ongoing
monthly thereafter in perpetuity.

1a. In the event Zufelt 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 however the company shall no longer be obligated to
pay the difference between what the position earns and $5,000.00 In addition should either of the above
mentioned events happen Zufelt shall, in the month following said event, be required to start paying the standard
minimum amount each month required by the company to qualify to be paid the income earned from said position
as long as said income is equal to, or greater than, the one hundred dollar minimum qualification. Said amount for
minimum qualification shall not exceed one hundred dollars.

1b. Zufelt shall be provided monthly statements showing the income of the newly created position. At his option,
Zufelt may choose to have said position put in his name or the name of an assignee.

5. RSG shall also issue to Zufelt one million shares of stock within 10 days of the signing of this contract. Once
RSG monthly revenues reaches the following levels, additional stock shall be issued to Zufelt in the following
amounts:
                            Gross Monthly      Revenues             Shares to Zufelt
                            $ 250,000                                     100,000
                            $ 400,000                                     200,000
                            $1,000,000                                    500,000
                            $5,000,000                                  2,000,000




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.

All expenses for Zufelt's services 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 Zufelt incurs them.

RSG acknowledges and accepts the fact that Zufelt may perform the same similar services for other clients.

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 Jack M. Zufelt.

                 Signed _________________________________               Date ___________________
                        Jack M. Zufelt


                 Signed The Right Solution Gateway

                 By :   __________________________________              Date ___________________
                        Rick Bailey President / CEO
EXHIBIT 10.25

                                         CONSULTING AGREEMENT

This agreement is made this 09th day of December 2003 between The Right Solutions Gateway at 3035 East
Patrick Lane, Suite 14, Las Vegas, Nevada 89120, hereinafter referred to as RSG. Phone number (702) 938-
9316 and Jack M. Zufelt at 3228 East Phillips Drive, Littleton, Colorado 80122, hereinafter referred to as Zufelt.
Phone number (303) 741-9025.

RSG agrees to retain Zufelt, and Zufelt has agreed to provide certain consulting services on the terms and
conditions set out below.

Responsibilities of Zufelt:

Zufelt will be responsible to RSG for all training and recruitment. In addition, Zufelt will provide consulting
services at the request of RSG regarding any issues related to the business and/or the industry.

1. Zufelt will consult with RSG on all aspects of their business as well as create and implement important
strategies regarding all aspects of what it takes to cause prospecting and recruiting. Zufelt will:

- Sell and train our existing distributors on using the system created and coordinate training conference calls for
new groups.
- Work one on one with key distributors.
- Zufelt will report direct to the President and COO

Responsibilities of RSG

1. In exchange for Zufelt's services listed above, RSG shall pay Zufelt a guaranteed minimum amount of five
thousand dollars ($5,000.00) per month in perpetuity except as defined below in paragraph 1a. This five
thousand dollars shall come from the combination of two sources;

A) A new position that is created above all past, present and future distributors. All income that this newly
created position generates shall be paid to Zufelt in perpetuity but Zufelt shall not have ownership of that position
except as covered in paragraph 1b below.

B) In the event said position does not earn enough income in any given month to meet the minimum of five
thousand dollar guarantee, RSG shall make up the difference each month. This newly formed position will be
flagged and qualified for commission payments each month by the Company. Zufelt shall not be required to meet
any minimum monthly qualifications to get paid this income except as described in paragraph 1a below. All
income earned by this position shall be paid to Zufelt as a consulting fee by the __ of each month. These
payments will begin with the January 2004 commission checks for the month of December and will be ongoing
monthly thereafter in perpetuity.

1a. In the event Zufelt 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 however the company shall no longer be obligated to
pay the difference between what the position earns and $5,000.00 In addition should either of the above
mentioned events happen Zufelt shall, in the month following said event, be required to start paying the standard
minimum amount each month required by the company to qualify to be paid the income earned from said position
as long as said income is equal to, or greater than, the one hundred dollar minimum qualification. Said amount for
minimum qualification shall not exceed one hundred dollars.

1b. Zufelt shall be provided monthly statements showing the income of the newly created position. At his option,
Zufelt may choose to have said position put in his name or the name of an assignee.

2. RSG shall also issue to Zufelt one million shares of stock within 10 days of the signing of

                                                          1
this contract. Once RSG monthly revenues reaches the following levels, additional stock shall be issued to Zufelt
in the following amounts:

Gross Monthly Revenues Shares to Zufelt

$ 250,000 100,000
$ 400,000 200,000
$1,000,000 500,000
$5,000,000 2,000,000

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.

All expenses for Zufelt's services 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 Zufelt incurs them.
RSG acknowledges and accepts the fact that Zufelt may perform the same similar services for other clients.

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 Jack M. Zufelt.

                 Signed _________________________________               Date ___________________
                        Jack M. Zufelt


                 Signed The Right Solution Gateway
                 By: ____________________________________               Date ___________________
                     Rick Bailey President / CEO




                                                          2
EXHIBIT 14

                              CODE OF ETHICS FOR SENIOR EXECUTIVE
                             OFFICER AND SENIOR FINANCIAL OFFICERS

In addition to the Code of Business Conduct and Ethics of Gateway Distributors, Ltd. (the "Company") that
apply to all employees and directors of the Company, the CEO and all financial officers, including the principal
financial officer and the principal accounting officer, are bound by the provisions set out below. Collectively the
Officers of the Company to whom this Code of Ethics applies are called "the Officers".

1. The Officers are responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports
and financial disclosures required to be filed by the Company with the SEC or disclosed to shareholders and/or
the public.

2. Therefore, the Officers shall immediately bring to the attention of the Audit Committee, [or Disclosure
Compliance Officer], any material information of which the employee becomes aware that affects the disclosures
made by the Company in its public filings and assist the Audit Committee [or Disclosure Compliance Officer] in
fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports
required to be filed with the SEC.

3. Each of the Officers shall immediately bring to the attention of the Audit Committee [or Disclosure Compliance
Officer] any information he may have concerning:

(a) defects, deficiencies, or discrepancies related to the design or operation of internal controls which may affect
the Company's ability to accurately record, process, summarize, report and disclose its financial data or

(b) any fraud, whether or not material, that involves management or other employees who have influential roles in
the Company's financial reporting, disclosures or internal controls.

4. The Officers shall promptly notify the Company's General Counsel, or the CEO as well as the Audit
Committee of any information he or she may have concerning any violation of the Company's Code of Ethics,
including any actual or apparent conflicts of interest between personal and professional relationships, involving
any management or other employees who have a significant role in the Company's financial reporting, disclosures
or internal controls.

5. The Officers shall immediately bring to the attention of the General Counsel or the CEO and the Audit
Committee any information he or she may have concerning evidence of a material violation of the securities or
other laws, rules or regulation applicable to the Company and the operation of its business, by the Company or
any agent of the Company.

6. The Board of Directors shall determine, or designate appropriate persons to determine, the appropriate
actions to be taken in the event of a reported violation of the Code of Ethics. The actions taken shall be designed
to deter wrongdoing and to promote accountability for adherence to the Code of Ethics. Such action may include
a written notice to the individual involved that the Board has determined that there has been a violation, censure
by the Board, demotion or re-assignment of the individual involved, suspension without pay or benefits (as
determined by the Board) and termination of employment.

In determining what action should be taken, the Board, or its designee, shall take into account all relevant
information, including

- the nature and severity of the violation,

- whether the violation was a single occurrence or repeated occurrences,
- whether the violation appears to have been intentional or inadvertent,

- whether the individual in question had been advised prior to the violation as to the proper course of action and

- whether or not the individual in question has committed other violations in the past.

                                                          2
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 annual report on Form 10-KSB of Gateway Distributors, Ltd.;

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

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and

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

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 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 significant roles in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

             Date: April 13, 2004.

                                                            /s/Richard A. Bailey
                                                            -------------------------------------
                                                            President and 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 annual report on Form 10-KSB of Gateway Distributors, Ltd.;

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

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and

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

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 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

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

             Date: April 13, 2004.

                                                            /s/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 Annual Report of Gateway Distributors, Ltd. (the "Company") on Form 10-KSB for the
period ended December 31, 2002 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) 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
results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

                                    /s/Richard A. Bailey
                                    -------------------------------------
                                    Chief Executive Officer
                                    Date: April 13, 2004
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 Annual Report of Gateway Distributors, Ltd. (the "Company") on Form 10-KSB for the
period ended December 31, 2002 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) 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
results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

                                    /s/Richard A. Bailey
                                    -------------------------------------
                                    Chief Financial Officer
                                    Date: April 13, 2004