CONSULTING AGREEMENT
                              --------------------


This Consulting Agreement ("Agreement") is to be effective as of the 21st day of
April  2005, by and between Gateway Distributors, Ltd ("Company"), whose mailing
address  is:  3220  Pepper  Lane,  Las  Vegas,  Nevada  and  Andrew  E.  Mercer
("Consultant"),  an  individual,  having  a  principal  mailing  address at 2111
Palomar  Airport  Road,  Suite  320  Carlsbad,  CA  92009.

For  the purposes of this Agreement, either of the above shall be referred to as
a  "Party"  and  collectively  as  the  "Parties".

The Parties hereby agree as follows:


1.   APPOINTMENT  OF  ANDREW  E.  MERCER. Company hereby appoints Consultant and
     Consultant  hereby  agrees to render services to Company as a Marketing and
     Sales  consultant

2.   SERVICES.  During  the  term  of  this  Agreement, Consultant shall provide
     advice  to undertake for and consult with the Company concerning management
     of sales and marketing resources, consulting, strategic planning, corporate
     organization  and  structure,  financial  matters  in  connection  with the
     operation  of  the  businesses  of  the  Company,  expansion  of  services,
     acquisitions  and  business  opportunities, and shall review and advise the
     Company  regarding  its  and  his  overall  progress, needs, and condition.
     Consultant  agrees  to  provide  on a timely basis the following enumerated
     services  plus  any  additional  services  contemplated  thereby:

     (a)  The  implementation of short-range and long-term strategic planning to
          fully  develop  and  expand  the  Company's  Real Estate asset base by
          increasing resources, products, product research and development along
          with  product  marketing  services  and  real  estate  acquisitions.

     (b)  The development and implementation of an advanced marketing program to
          enable  the  Company to expand the market opportunity for its products
          and  services  along  with the promotion of the Company's image of its
          products  and  services.

     (c)  To  consult  with  and  advise  the  Company's  principals  regarding
          recruitment  opportunities  for  the  employment  of  key  executives
          consistent  with  the  expansion  of  the  company's  operations.

     (d)  Assisting  with identifying, evaluating, structuring, negotiating, and
          assist  with  closing of joint ventures, strategic alliances, business
          acquisitions,  and  advise  with  regard  to  the ongoing managing and
          operating  of  such  acquisitions  upon  consummation  thereof.

     (e)  Advise  with  recommendations  regarding corporate financing including
          the  structuring,  terms,  and  content  of  bank loans, institutional
          loans,  private  debt  funding,  mezzanine  financing,  blind  pool
          financing,  and  other  preferred  and  common stock equity private or
          public  financing.

     TERM.  The term ("Term") of this Consulting Agreement shall be for a period
     of  Six  months commencing on the date hereof with a mutual option to renew
     at  the  discretion  of  all  parties.

3.   COMPENSATION. See Attachment "A".

4.   CONFIDENTIALITY.  Consultant will not disclose to any other person, firm or
     corporation,  nor use for its own benefit, during or after the Term of this
     Consulting  Agreement, any trade secrets or other information designated as
     confidential  by  Company  which is acquired by Consultant in the course of
     performing  services hereunder. Any financial advice rendered by Consultant
     pursuant  to  this  Consulting Agreement may not be disclosed in any manner
     without  the  prior  written  approval  of  Company.


<PAGE>
5.   INDEMNIFCATION.  Company,  its  agents or assigns hereby agree to indemnify
     and  hold Consultant harmless from and against all losses, claims, damages,
     liabilities,  costs  or  expenses  (including  reasonable  attorney's fees,
     collectively  the  "Liabilities"),  joint  and  several,  arising  from the
     performance  of  this  Consulting  Agreement,  whether or not Consultant is
     party  to  such  dispute.  This  indemnity  shall  not  apply, however, and
     Consultant  shall  indemnify  and  hold  Company,  its  affiliates, control
     persons,  officers,  employees  and  agents  harmless  from and against all
     liabilities,  where  a  court  of  competent  jurisdiction has made a final
     determination  that  Consultant  engaged  in gross recklessness and willful
     misconduct  in  the  performance  of  its  services  hereunder.

6.   INDEPENDENT  CONTRACTOR.  Consultant  and  Company  hereby acknowledge that
     Consultant  is an independent contractor. Consultant shall not hold it self
     out  as, nor shall it take any action from which others might infer that it
     is  an  agent  of  or  a  joint  venture  of  Company.

7.   MISCELLANEOUS.  This  Consulting  Agreement  sets  forth  the  entire
     understanding  of  the  Parties  relating to the subject matter hereof, and
     supersedes  and  cancels  any  prior  communications,  understandings  and
     agreements  between the Parties. This Consulting Agreement is non-exclusive
     and cannot be modified or changed, nor can any of its provisions be waived,
     except  by  written  agreement  signed  by  all  Parties.  This  Consulting
     Agreement  shall be governed by the laws of the State of California without
     reference  to  the  conflict of law principles thereof. In the event of any
     dispute  as to the Terms of this Consulting Agreement, the prevailing Party
     in  any  litigation  shall  be  entitled  to  reasonable  attorney's  fees.

8.   NOTICES.  Any  notice  required  or  permitted  hereunder shall be given in
     writing (unless otherwise specified herein) and shall be deemed effectively
     given  upon  personal  delivery or seven business days after deposit in the
     United  States  Postal  Service, by (a) advance copy by fax, (b) mailing by
     express  courier  or  registered  or  certified  mail with postage and fees
     prepaid,  addressed  to each of the other Parties thereunto entitled at the
     following addresses, or at such other addresses as a Party may designate by
     ten  days  advance  written  notice  to  each  of  the other Parties at the
     addresses above and to the attention of the persons that have signed below.

Please  confirm  that  the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at  your  earliest  convenience.


All Parties signing below do so with full authority:


PARTY  RECEIVING  SERVICES:             PARTY  PROVIDING  SERVICES:

GATEWAY  DISTRIBUTORS,  LTD             ANDREW  E.  MERCER


____________________________            ___________________________________
Richard  Bailey  /President             Andrew  E.  Mercer,  Consultant


<PAGE>
                                 ATTACHMENT "A"
                                 --------------


PAYMENT FOR SERVICES:


A.   For  the  services  rendered  and performed by Andrew E. Mercer the term of
     this  Agreement,  Company  shall, upon acceptance of this Agreement: Pay to
     Andrew  E.  Mercer,  Seventy  million  (70,000,000)  unrestricted shares of
     Gateway  Distributors  common  stock  (GWDB)  stock  for  six (6) months of
     service.


Accepted with full authority:


GATEWAY DISTRIBUTORS, LTD:


By:  ______________________________
     Richard Bailey/President

Date: _____________________________



CONSULTANT:


By:  ______________________________
     Andrew E. Mercer

Date: _____________________________


<PAGE>