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Consulting Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 4-14-2004

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Consulting Agreement - MARSHALL HOLDINGS INTERNATIONAL,  - 4-14-2004 Powered By Docstoc
					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

				
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