CONSULTANTING AGREEMENT


This Consulting Agreement (this "Agreement") is made effective as of April 13,
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 provide consulting services to Gateway.

Therefore, the parties agree as follows:

1.   CONSULTING.  Gateway  shall  employ  Tarun  for consulting regarding 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  Consulting,  and  agrees  to  be  subject  to the general
     supervision,  advice  and  direction  of  Gateway and Gateway's supervisory
     personnel.  Tarun  shall  also  perform  such  other unrelated services and
     duties  as  may  be  assigned  to  Tarun  from  time  to  time  by Gateway.

2.   BEST  EFFORTS  OF  CONSULTANT.  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.

6.   CONFIDENTIALITY.  Tarun  recognizes  that  Gateway  has  and  will  have
     information  regarding  the  following:


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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 CONSULTING. The confidentiality
     provisions of this Agreement shall remain in full force and effect for a
     one year period after the termination of Tarun's consulting. 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.   CONSULTANT'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 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 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 Consulting 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 governed by any separate confidentiality or proprietary
     rights agreement signed by Tarun.


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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

     Consultant:

     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.

19.  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.


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In witness whereof, the parties have executed this Consulting agreement as of
April 13, 2004.




By: ________________________
     Tarun Mendiratta
     Individual

Date: _____________



By: ________________________
     Rick Bailey
     President / CEO

Date:  _____________


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