Consulting Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 11-22-2004 by MHLI-Agreements

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									CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made effective as of October 27, 2004 by and between
Gateway Distributors ("Gateway"), of 3035 E. Patrick Ln., Las Vegas, Nevada, 89120 and Anthony Munafo, an
individual.

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

C. Individual is willing to provide consulting services to Gateway.

Therefore, the parties agree as follows:

1. CONSULTING. Gateway shall consult with Individual regarding retail sales and marketing. Individual 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. Individual accepts and agrees to such Consulting, and agrees to be subject to the general
supervision, advice and direction of Gateway and Gateway's supervisory personnel. Individual shall also perform
such other unrelated services and duties as may be assigned to Individual from time to time by Gateway.

2. BEST EFFORTS OF CONSULTANT. Individual agrees to perform faithfully, industriously, and to the best
of Individual'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. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Individual shall provide Gateway with all
information, suggestions, and recommendations regarding Gateway's business, of which Individual has knowledge
that will be of benefit to Gateway.

4. CONFIDENTIALITY. Individual 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. Individual agrees that Individual 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, Individual will protect the Information and treat it s strictly confidential. A

                                                           1
violation by Individual of this paragraph shall be a material violation of this Agreement and will justify legal and/or
equitable relief.

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

6. CONSULTANT'S INABILITY TO CONTRACT FOR EMPLOYER. Individual 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. TERM/TERMINATION. Individual's Consulting 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 Individual
upon 30 days written notice. If Gateway shall so terminate this Agreement, Individual shall be entitled to
compensation for 30 days beyond the termination date of such termination, unless Individual is in violation of this
Agreement. If Individual is in violation of this Agreement, Gateway may terminate Consulting without notice and
with compensation to Individual only to the date of such terminations.

8. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this Agreement, if
Individual 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
Individual.

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

10. RETURN OF PROPERTY. Upon termination of this Agreement, Individual 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 Individual's possession or under Individual's control. Such
obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Individual.

11. 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

                                                           2
3035 E. Patrick Lane
Las Vegas, Nevada 89120

                                                    Consultant:

Anthony Munafo
3518 Jarretsville Pike
Monkton, MD 21111

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

12. 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.

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

14. 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.

15. 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.

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

17. Consultant shall operate as an independent contractor and as such be responsible for all taxes owed.
Consultant will receive a 1099 from Gateway to verify income earned and taxable.

In witness whereof, the parties have executed this Consulting agreement as of October 29, 2004.

                                                          3
By: ________________________
Anthony Munafo
Individual

Date: _____________

By: ________________________
Rick Bailey
President / CEO

Date: _____________

                               4
THIS AGREEMENT ("Agreement"), dated as of September 29, 2004, is by and among Gateway Venture
Holdings, a Nevada Corporation ("GVH") and SAS Global, Inc., a Nevada Corporation ("SAS").

                                                  RECITALS

A. It is agreed that the property on 155 Cascade Drive, Henderson, NV. 89074 Parcel Number 177-13-114-
030 Clark County Nevada will be given to SAS in exchange for investment money given to GVH for the
corporate offices at 3220 Pepper Ln, Las Vegas, NV 89120 and Aspen Cove Resort at 225 North Shore
Road, Panguitch, UT 84759.

B. The signing of this agreement releases SAS from any future liabilities related to 3220 Pepper Ln, Las Vegas,
NV 89120 and Aspen Cove Resort at 225 North Shore Road, Panguitch, UT 84759.

C. The signing of this agreement releases GVH from any future liabilities related to 155 Cascade Drive,
Henderson, NV. 89074 Parcel Number 177-13-114-030 Clark County Nevada.

D. The property at 155 Cascade Drive, Henderson, NV. 89074 Parcel Number 177-13-114-030 Clark County
Nevada as described is free and clear of any and all emcumbursees and liens including the IRS but not limited to.
Quick deed claim of said property should be done as soon as possible but no later than November 1, 2004.

This agreement supercedes any previous agreements related to these properties between all parties.

By signing below all parties acknowledge understanding of the entire agreement.

                            Gateway Venture Holdings

                            _________________________                Date ________
                            Rick Bailey
                            President / CEO

                            SAS Global, Inc.

                            _________________________                Date ________
                            Steven Owens
                            President




                                                        1
GATEWAY DISTRIBUTORS LTD. DATE: AUGUST 13, 2004

3035 E. Patrick Lane, Ste. 14
Las Vegas, NV 89120

Dear Sirs:

WWD Trading International would be pleased to act as Consultant to Gateway Distributors LTDIn this capacity,
the Consultant will render the following advisory services:

(i) Review with the Board of Directors and members of management Gateway Distributors' its strategic plans and
business alternatives;

(ii) Advise Gateway Distributors with respect to potential Global strategic acquisitions which appear to
Consultant to provide promising opportunities for Gateway Distributors or which Gateway Distributors
independently determines to pursue;

(iii) Meet with senior management and, if requested, the entire Board of Directors of Gateway Distributors to
discuss the position of Consultant and any recommendation to stockholders concerning any proposal to effect an
acquisition or sell Gateway Distributors or certain of its assets as well as available strategic alternatives
worldwide.

(iv) Consultant will assist Gateway Distributors in the exposure of their product(s) through mass media resources.

(v) To the extent requested by Gateway Distributors, provide advice with respect to proposed licensing
arrangements with third parties in the United States and other world markets.

(vi) To the extent requested by Gateway Distributors, assist in negotiating the terms, condition and structure of
any proposed acquisition, divestiture or licensing arrangement; and

Consultant will be paid on a project by project basis and invoice Gateway Distributors weekly. The engagement
provided for herein shall be terminable at the option of the Company at any time from the date hereof upon 30
days written notice to WWD Trading International.

No fees payable to any other consultant by Gateway Distributors shall reduce or otherwise affect the fees
payable to Consultant. It is understood that regardless of the outcome of any Extraordinary Transaction or
Licensing Arrangement, in which Consultant is entitled to a non-accountable expense allowance hereunder,
Gateway Distributors will reimburse Consultant for any reasonable out-of-pocket expenses it might incur in
connection with its' services in connection with such transactions or otherwise pursuant to this engagement letter,
including, without limitation, reasonable fees and disbursements of counsel when consulted in connection with
action taken pursuant to this engagement letter.

In connection with the services which Consultant agrees to render to Gateway Distributors hereunder, Gateway
Distributors shall (A) indemnify Consultant and hold it harmless to the fullest extent permitted by law against any
losses, claims, damages or liabilities to which Consultant may become subject in connection with (i) the use of
information that is inaccurate in any respect (as a result of misrepresentation, omission, failure to update, or
otherwise) that is provided to Consultant by Gateway Distributors, its representatives, agents or advisors,
regardless of whether Consultant knew or should have known of such inaccuracy, or (ii) any other aspect of its
rendering such services, unless it is finally judicially determined that losses, claims, damages or liabilities relating
thereto arise only out of the bad faith of WWD Trading International and (B) reimburse Consultant for any legal
or other expenses reasonably incurred by it in connection with investigating, preparing to defend or defending any
lawsuits, claims or other proceedings arising in any manner out of or in connection with the performance of its
duties hereunder. If for any reason (other than the bad faith of Consultant relating to claims under subparagraph
(ii) above) the foregoing indemnity is unavailable to Consultant or insufficient to hold Consultant harmless, then
Gateway Distributors shall contribute to the amount paid or payable by Consultant as a result of such claims,
liabilities, losses, damages or expenses in such proportion as is appropriate to reflect not only the relative benefits
received by Gateway
Distributors on the one hand and Consultant on the other but also the relative fault of Gateway Distributors on the
one hand and Consultant on the other, as well as any relevant equitable considerations. Notwithstanding the
provisions of this engagement letter, the aggregate contribution of Consultant to all claims, liabilities, losses,
damages and expenses shall not exceed the amount of fees actually received by Consultant pursuant to its
engagement by Gateway Distributors. It is hereby further agreed that the relative benefits to Gateway Distributors
on the one hand and Consultant on the other hand with respect to the transactions contemplated in this
engagement letter shall be deemed to be in the same proportion as the total value the transaction bears to the fees
paid to Consultant with respect to such transactions. Gateway Distributors LTD. agrees that the indemnification
and reimbursement commitments set forth in this engagement letter shall apply whether or not Consultant is a
formal party to any such lawsuits or other proceedings, that Consultant is entitled to retain one separate counsel
of its choice in connection with any of the matters to which such commitments relate, that such commitments shall
be in addition to any liability that Gateway Distributors may have to Consultant at common law or otherwise, and
that such commitments shall extend upon the terms set forth in this engagement letter to any controlling person,
director, officer, employee or agent of Consultant and shall survive any termination of this engagement letter.

Gateway Distributors LTD. agrees that Consultant is entitled to rely upon all reports of Gateway Distributors
(and its affiliates) and information supplied to it by or on behalf of Gateway Distributors (whether written or oral),
and Consultant shall not in any respect be responsible for the accuracy or completeness of any such report or
information or have any obligation to verify the same.

Consultant hereby agrees that it will not disclose confidential information received from Gateway Distributors (or
its affiliates) to others (other than to its employees, agents, accountants, attorneys, and other advisors) except as
contemplated by this engagement letter or as such disclosure may be required by law. At the conclusion of the
engagement hereunder, Consultant will return to Gateway Distributors all copies of any confidential information
that the Company has duly marked "confidential" and that is at the time in the possession of Consultant. For
purposes of this engagement letter, "confidential information" shall mean information provided by the Company to
Consultant that is not otherwise available to Consultant from sources outside of Gateway Distributors (or its
affiliates), and any such information shall cease to be confidential information when it becomes generally available,
or comes to the attention of WWD Trading International through other sources that do not, to the awareness of
Consultant at the time, involve a violation of this or any similar agreement.

Any advice, written or oral, rendered by Consultant pursuant to this engagement letter may not be disclosed
publicly without the prior written consent of such party. Gateway Distributors LTD. agrees that Consultant has
the right to place advertisements in financial and other newspapers and journals at its own expense describing its
services to Gateway Distributors hereunder.

This engagement letter constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understanding, oral or written, relating to the subject matter hereof.

This engagement letter shall be governed by, and construed in accordance with, the laws of the State of Nevada.
Gateway Distributors LTD. hereby irrevocably consents to the jurisdiction and venue of the courts sitting in the
State of Nevada and further consents to any and all process in any action relating to or arising out of this
engagement letter by the mailing of copies of such process to Gateway Distributors at the address indicated
above.

Very truly yours,

Consultant: WWD Trading International

Signature: ___________________________________ William W. Duncan
President

Agreed to and accepted: 8/13/04

Company: Gateway Distributors LTD.

By: __________________________________________
Title: _______________________________________
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: November 22, 2004.



                                                          /s/ Richard A. Bailey
                                                          ------------------------------------------
                                                          Richard A. Bailey, Chief Executive Officer
EXHIBIT 31.2

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Bailey certify that:

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

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

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

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

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

(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation Date"); 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: November 22, 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 September 30, 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: November 22, 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 September 30, 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: November 22, 2004.

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

								
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