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Employment Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 5-17-2004

VIEWS: 4 PAGES: 13

  • pg 1
									                                       EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of April 2, 2004 by and between Gateway
Distributors ("Gateway"), of 3035 E. Patrick Ln., Las Vegas, Nevada, 89120 and Tarun Mendiratta ("Tarun"),
an individual.

A. Gateway is engaged in the business of Vitamin and Supplement Distribution. Tarun 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 Tarun.

C. Tarun is willing to be employed by Gateway.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Gateway shall employ Tarun as manager of retail sales and marketing. Tarun shall provide
to Gateway the following services: To promote and sell products, generate new business, acquisitions, and
special projects assigned by the officers of the company. Tarun 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. Tarun 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 Tarun from time to time by
Gateway.

2. BEST EFFORTS OF EMPLOYEE. Tarun agrees to perform faithfully, industriously, and to the best of
Tarun'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. Tarun will receive $3,000 per week for his services effective immediately.
This 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.

4. EXPENSE REIMBURSEMENT. Gateway will reimburse Tarun for "out-of-pocket" expenses incurred by
Tarun in accordance with Gateway's policies.

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

                                                          1
6. CONFIDENTIALITY. Tarun 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 and other vital information items (collectively, "Information") which are valuable, special and unique
assets of Gateway. Tarun agrees that Tarun 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, Tarun will protect the Information and treat it s strictly confidential. A violation by Tarun 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 one year period after the termination of Tarun's employment.
During this period, neither party shall make pr permit the making of any public announcement or statement of any
kind that Tarun was formerly employed by or connected with Gateway.

8. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Tarun 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. TERM/TERMINATION. Tarun'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 Tarun upon 30
days written notice. If Gateway shall so terminate this Agreement, Tarun shall be entitled to compensation for 30
days beyond the termination date of such termination, unless Tarun is in violation of this Agreement. If Tarun is in
violation of this Agreement, Gateway may terminate employment without notice and with compensation to Tarun
only to the date of such terminations. The compensation paid under this Agreement shall be Tarun's exclusive
remedy.

10. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this Agreement, if Tarun
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 Tarun.

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

12. RETURN OF PROPERTY. Upon termination of this Agreement, Tarun 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 Tarun's possession or under Tarun's control. Such obligation shall be

                                                          2
governed by any separate confidentiality or proprietary rights agreement signed by Tarun.

13. 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
3035 E. Patrick Lane
Las Vegas, Nevada 89120

                                                    Employee:

                                                Tarun Mendiratta

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

14. 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.

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

16. 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.

17. 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.

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

                                                          3
In witness whereof, the parties have executed this employment agreement as of April 2, 2004.

By: ________________________
Tarun Mendiratta
Individual

Date: _____________

By: ________________________
Rick Bailey
President / CEO

Date: _____________

                                                      4
                                        CONSULTANT AGREEMENT

THIS AGREEMENT (THE "AGREEMENT") is made this 15th day of April 2004, by and between P2R
("Consultant") a New York Corporation and, The Right Solution Gateway., a Nevada corporation (the
""Company""). The term Consultant shall also include any affiliates of "Consultant" uses for the "Company".

WHEREAS, "Consultant" and "Company" have heretofore entered into certain oral and written agreements and

WHEREAS, it is the intent of "Consultant" and "Company" (the "Parties") to enter into this 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, "Consultant" has experience in retail and wholesale marketing, and the "Company" desires to retain
"Consultant" to advise and assist the "Company" in its development on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the
"Company" and "Consultant" (the "Parties") agree as follows:

The "Company" hereby retains "Consultant", effective as of the date hereof (the "Effective Date") and continuing
until termination, as provided herein, to assist the "Company" in it's effecting the Client to be determined licensing
agreement to include product development. "Consultant's or other third parties that may assist the "Company" in
its plans and future (the "Services"). The Services are to be provided on a "best efforts" basis directly and through
the "Consultant. "Consultant" shall serve as a "Consultant" to the "Company" for the purpose of developing and
marketing a line of hot dog appliances and accessories.

SERVICES TO BE RENDERED

"Consultant" may supply services, without guarantee of outcome, from time to time during the term of this
Agreement, as determined by "Consultant", and such other services as detailed below. The "Consultant" will
provide the "Company" with a written summation of the services provided hereunder on a monthly basis. Said
summation shall be submitted to the "Company" by the 10th of each month during the term of this Agreement for
the previous month.

Under this Agreement, "CONSULTANT" will use reasonable best efforts throughout the term of this Agreement
with the intent, without guarantee, to facilitate a collaborative relationship with Client to be determined. There are
a

                                                          1
number of contacts, at senior levels, to whom "CONSULTANT" may effect an introduction of the "Company"
for the purpose of assisting the "Company's pursuits. These introduction services may include, but are not
necessarily limited to, the following, as determined and pursued by "CONSULTANT" to reasonable ability and
discretion:

1. Identify what specific types of products that best fit the parameters for a "Company" Strategic Plan.
2. Schedule and conduct introductory meetings with potential clients.
3. Coordinate the follow-up conversations, meetings and, when instructed by "Company", any negotiations that
might result from the original introductory meetings.
4. Advise "Company" on how best to assist "Company" in securing a desired prospective new product.
5. Identify Manufacturing needs and companies

COMPENSATION AND MEANS OF PAYMENT OF COMPENSATION

The "Company" agrees to pay "Consultant", or at the option of "Consultant" an employee or contractor of
"Consultant", a fee for the Services which have been and are to be rendered under the terms of this agreement.
(""Consultant" Fee"),

The Parties agree that the value of services rendered by "Consultant" to the date of this agreement is $12,000
dollars per month. Payments will be one month in advance. A payment of $12,000 will be made by April 15,
2004 and by the 15th of each future month.

The "Company" will pay 50% of the trip cost to China for product development as indicated on invoice submitted
by consultant.

TERM

This Agreement shall be month to month on going unless either party requests to terminate the agreement with
written notice. The agreement can be canceled by either party without cause.

TIME AND EFFORT OF "CONSULTANT"

"Consultant" shall allocate time and "Consultant's Personnel as it deems necessary to provide the Services. The
particular amount of time may vary from day to day or week to week. Except as otherwise agreed, "Consultant's
monthly statement identifying, in general, tasks performed for the "Company" shall be conclusive evidence that the
Services have been performed. In addition, neither

                                                        2
"Consultant" nor "Consultant's Personnel shall be liable to the "Company" or any of its shareholders for any act or
omission in the course of or connected with rendering the Services, including but not limited to losses that may be
sustained in any corporate act in any subsequent Business Opportunity (as defined herein) undertaken by the
"Company" as a result of advice provided by "Consultant" or "Consultant's Personnel.

PLACE OF SERVICES

The Services provided by "Consultant" or "Consultant's Personnel hereunder will be performed at "Consultant's
offices accept as otherwise mutually agreed by "Consultant" and the "Company".

INDEMNIFICATION

Subject to the provisions herein, the "Company" and "Consultant" 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.

OTHER CONDITIONS

It is expressly understood that Consultant is an independent contractor with the sole responsibility for its own
business. It is further agreed and understood that "CONSULTANT" is not and shall not represent itself to be an
agent of "Company" for any purpose. Neither party has the right or authority to assume or create an obligation of
any kind for or on behalf of the other, or to bind the other in any respect.

MISCELLANEOUS PROVISIONS

A. 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.
B. Amendment. This Agreement may only be amended or modified at any time, and from time to time, in writing,
executed by the parties hereto.

                                                         3
C. 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.

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

E. 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.

F. Assignment. This Agreement is not assignable without the written consent of the parties.

G. 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. All prior
agreements, whether written or oral, are merged herein.

H. 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 "CONSULTANT" in Nevada.

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

THE RIGHT SOLUTION GATEWAY. A NEVADA CORPORATION
3035 East Patrick Lane, Suite 14
Las Vegas, NV 89120

By: ______________________________
Rick Bailey - President

PRODUCTS 2 RETAIL, INC.
242-25A Oak Park Drive
Douglaston, NY 11362
Tel: 718-279-0074
Cell: 917-863-0058

By: ______________________________
Jeff Elson - President

                                                          4
EXHIBIT 31.1

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Bailey, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

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

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

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

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not 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.

          Dated:    May 17, 2004.



                                                    /s/ Richard A. Bailey
                                                  ------------------------------------------------
                                                  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 quarterly report on Form 10-QSB of Gateway Distributors, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

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

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

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

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not 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.

          Dated:    May 17, 2004.



                                                            /s/ Richard A. Bailey
                                                          ------------------------------------------
                                                          Richard A. Bailey, Chief Financial Officer
EXHIBIT 32.1

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gateway Distributors, Ltd., a Nevada corporation (the "Company"),
on Form 10-QSB for the period ended March 31, 2004, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Richard A. Bailey, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

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

          Dated:    May 17, 2004.

                                                            By /s/ Richard A. Bailey
                                                              -------------------------------------
                                                              Richard A. Bailey,
                                                              Chief Executive Officer of
                                                              Gateway Distributors, Ltd.
EXHIBIT 32.2

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gateway Distributors, Ltd., a Nevada corporation (the "Company"),
on Form 10-QSB for the period ended March 31, 2004, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Richard A. Bailey, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

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

          Dated:    May 17, 2004.

                                                            By /s/ Richard A. Bailey
                                                              -------------------------------------
                                                              Richard A. Bailey,
                                                              Chief Financial Officer of
                                                              Gateway Distributors, Ltd.

								
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